AGREEMENT

          This  Agreement  made  and  entered  into  this  _______  day  of
          ______________, 1997, by and between  MAGIC BOX, INC., a  Florida
          corporation (hereinafter referred  to as  "Seller"), and  POMEROY
          COMPUTER RESOURCES,  INC.,  a Delaware  corporation  (hereinafter
          referred to as "Purchaser").

                                W I T N E S S E T H :

          WHEREAS, Seller  is a  provider  of micro-computer  products  and
          computer integration  and  networking services  to  customers  in
          southern Florida (the " Business "); and

          WHEREAS, simultaneously  with the  execution of  this  Agreement,
          Seller  and  Purchaser  have  entered  into  an  Asset   Purchase
          Agreement ("Asset Purchase Agreement")  whereby  Seller has  sold
          to Purchaser substantially all of  the assets of Seller  relating
          to the Business; and

          WHEREAS, Purchaser would not have entered into the Asset Purchase
          Agreement with Seller without the consent of Seller to enter into
          this covenant not to compete agreement;  and

          WHEREAS, pursuant to  Sections 8 and  13.2(d)(vii) of said  Asset
          Purchase Agreement,  Seller agreed to enter into this Agreement;

          NOW, THEREFORE,  in  consideration  of the  mutual  promises  and
          covenants herein contained and in consideration of the  execution
          and closing of the Asset  Purchase Agreement, the parties  hereto
          agree as follows:

          1.   In consideration of the payments to be made by Purchaser  to
          Seller for its  assets, Seller covenants  and agrees  that for  a
          period equal to  three (3) years  from the closing  of the  Asset
          Purchase Agreement of  even date  herewith, Seller  will not,  or
          with any other person, corporation  or entity, directly or  indi-
          rectly, by  stock  or other  ownership,  investment,  management,
          employment or otherwise, or in any relationship whatsoever:

               (a)  Solicit, divert or  take away, or  attempt to  solicit,
          divert or take away, any of  the business, clients, customers  or
          patronage of  Purchaser or  any affiliate  or subsidiary  thereof
          relating to the Business of Purchaser, as defined below; 

               (b)  Attempt to seek  or cause any  clients or customers  of
          Purchaser or any such affiliate or subsidiary relating thereto to
          refrain from  continuing  their  patronage  of  the  Business  of
          Purchaser;

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               (c)  Engage in the  Business of  Purchaser in  any state in
          which Purchaser or its subsidiaries  do business during the  term
          of this Agreement.  A list  of the states in which Purchaser  and
          its subsidiaries currently transact  business is attached  hereto
          as Exhibit A;

               (d)  Knowingly employ  or engage,  or attempt  to employ  or
          engage, in  any  capacity,  any  person  in  the  employ  of  the
          Purchaser or any affiliate or subsidiary. 

               (e)  Nothing in this  Agreement shall  prohibit Seller  from
          owning stock in a computer based training services business known
          as Ace Education, Inc.

               For purposes of this section, the   Business of Purchaser
           shall mean any  person, corporation, partnership  or other  legal
          entity engaged, directly or  indirectly, through subsidiaries  or
          affiliates, in the following line of business:

               (i)  Distributing of computer hardware, software, peripheral
          devices, and related products and  services to other entities  or
          persons  engaged  in   any  manner   in  the   business  of   the
          distribution, sale, resale or servicing, whether at the wholesale
          or retail level,  or leasing  or renting,  of computer  hardware,
          software, peripheral devices or related products;

               (ii) Sale or servicing, whether  at the wholesale or  retail
          level, or  leasing or  renting, of  computer hardware,  software,
          peripheral devices or related products;

               (iii)     Sale or  servicing of  microcomputer products  and
          computer integration  products,  peripheral devices  and  related
          products and  the sale  of  microcomputer products  and  computer
          integration and networking services.

               Seller has carefully  read all the  terms and conditions  of
          this Paragraph  1  and has  given  careful consideration  to  the
          covenants and restrictions imposed upon Seller herein, and agrees
          that the  same  are  necessary  for  the  reasonable  and  proper
          protection of  the Seller's  Business acquired  by Purchaser  and
          have been separately bargained for and agrees that Purchaser  has
          been induced to enter into the  Asset Purchase Agreement and pay
          the consideration described in Paragraph 2 by the represen tation
          of Seller that  it will  abide by  and be  bound by  each of  the
          covenants  and  restrictions  herein;  and  Seller  agrees   that
          Purchaser is entitled to  injunctive relief in  the event of  any
          breach  of  any  covenant  or  restriction  contained  herein  in
          addition to all other remedies provided by law or equity.  Seller
          hereby acknowledges that each and every one of said covenants and
          restrictions is reasonable  with respect to  the subject  matter,
          the line  of business,  the length  of time  and geographic  area
          embraced therein, and agrees that irrespective of when or in what


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          manner this  agreement  may  be terminated,  said  covenants  and
          restrictions shall be operative during the full period or periods
          hereinbefore  mentioned  and  throughout  the  area  hereinbefore
          described.

               The parties acknowledge that this Agreement is being entered
          into to  protect  a  legitimate business  interest  of  Purchaser
          including, but not limited to,  (i) trade secrets; (ii)  valuable
          confidential business or professional information that  otherwise
          does  not   qualify   as   trade   secrets;   (iii)   substantial
          relationships with specific prospective or existing customers  or
          clients; (iv) client  or customer  good will  associated with  an
          ongoing business by way of  trade name, trademark, service  mark,
          or trade dress,  a specific  geographic location,  or a  specific
          marketing or  trade area;  and (v)  extraordinary or  specialized
          training.  In  the event that  any provision or  portion of  this
          Paragraph  1   shall  for   any  reason   be  held   invalid   or
          unenforceable, it is agreed  that the same  shall not affect  the
          validity or enforceability of any other provision of Paragraph  1
          of this Agreement, but the remaining provisions of Paragraph 1 of
          this Agreement shall continue  in force and  effect; and that  if
          such invalidity or unenforceability is due to the  reasonableness
          of the line  of business, time  or geographical  area covered  by
          certain covenants and restrictions contained in Paragraph 1, said
          covenants and restrictions  shall nevertheless  be effective  for
          such line of business, period of time and for such area as may be
          determined by arbitration or by a Court of competent jurisdiction
           to be reasonable.

               Notwithstanding anything to the  contrary herein, the  terms
          of this non-competition agreement shall be  null, void and of  no
          force and effect against Seller if  there is an uncured event  of
          default under the promissory note executed by Purchaser in  favor
          of Seller.

          2.   The consideration for Seller's covenant not to compete shall
           be One Dollar ($1.00) and other valuable consideration, including
          consideration paid  by the  Purchaser to  Seller pursuant  to  an
          Asset Purchase Agreement to which Seller is a party of even  date
          herewith. 

          3.   The terms and conditions of this Agreement shall be  binding
          upon the Seller  and Purchaser, and  their successors, heirs  and
          assigns. 


          IN WITNESS WHEREOF, the parties hereto have executed this  Agree-
          ment on the day and year first above written.
                                           SELLER
                                           ______ 
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                                          MAGIC BOX, INC.
               BY:__________________________________
                                           PURCHASER
                                           _________
                                           POMEROY COMPUTER RESOURCES, INC.
               BY:__________________________________
 
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                                       EXHIBIT A 
                              STATES IN WHICH PURCHASER
                       AND/OR ITS SUBSIDIARIES TRANSACT BUSINESS 
               1.   Alabama
               2.   Florida
               3.   Indiana
               4.   Iowa
               5.   Kentucky
               6.   North Carolina
               7.   Ohio
               8.   South Carolina
               9.   Tennessee 
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