SUBORDINATION AGREEMENT
                                                     
                                                     
                                                     

          THIS SUBORDINATION AGREEMENT (this  "Agreement") is entered  into
          this ______  day  of  March, 1998,  among  (I)  POMEROY  COMPUTER
          RESOURCES, INC., a Delaware  corporation (the "Borrower"),  (ii),
          J. WALTER DUNCAN  JR., AS  TRUSTEE OF  THE J.  WALTER DUNCAN  JR.
          REVOCABLE TRUST  (the "Subordinated  Creditor"), and  (iii)  STAR
          BANK, N.A.,  an  Ohio  banking  corporation,  its  successors  or
          assigns (the "Senior Creditor").

                                   R E C I T A L S
                                                 
                                                 
                                                 

          WHEREAS, pursuant  to an  Amended  and Restated  Loan  Agreement,
          dated as  of March 14,  1996, as  amended by  a Letter  Agreement
          dated June 27,  1996, as further  amended by  a Letter  Agreement
          dated June 26,  1997, as further  amended by  a Letter  Agreement
          dated December 1, 1997  and January 28,  1998, (the "Senior  Loan
          Agreement"), between the  Borrower and the  Senior Creditor,  the
          Senior Creditor has  extended a commitment  to make available  to
          Borrower a certain revolving credit loan in the principal  amount
          of Forty Million  ($40,000,000.00) Dollars  (the "Senior  Loan");
          and

          WHEREAS, the Senior Loan is to be evidenced by a revolving credit
          note (together with all  substitutions and replacements  therefor
          and all amendments and supplements thereof in accordance with the
          terms of  this  Agreement  (the "Senior  Note")  in  the  maximum
          aggregate  principal   amount  not   to  exceed   Forty   Million
          ($40,000,000.00) Dollars. 

          WHEREAS, Borrower  is using  a portion  of  the proceeds  of  the
          Senior Loan  to  purchase  all the  outstanding  stock  owned  by
          Subordinated Creditor in Global Combined Technology, Inc.; and

          WHEREAS,  in  connection   with  the  acquisition   of  all   the
          outstanding stock  of Subordinated  Creditor in  Global  Combined
          Technologies, Inc., the  Subordinated Creditor will  take back  a
          promissory note in the principal amount of $357,078.00, as may be
          adjusted pursuant  to  Section  2.02(b)  of  the  Stock  Purchase
          Agreement, plus interest, fees,  costs and other amounts  payable
          in respect thereof and all of the other owners of the outstanding
          stock of  Global  Combined  Technologies,  Inc.  will  take  back
          respective  promissory   notes  in   the  principal   amount   of
          $793,162.00 in the aggregate for a total of $1,150,240.00, as may
          be adjusted pursuant  to Section  2.02(b) of  the Stock  Purchase
          Agreement ("Acquisition Debt")  in partial  consideration of  the
          payment of the purchase price for such stock; and

          WHEREAS, a condition under the Senior  Loan is the execution  and
          delivery of this Subordination Agreement;

          NOW, THEREFORE, in  consideration of the  premises and for  other
          good and valuable consideration, the parties agree as follows: 
<PAGE>






                                      ARTICLE 1
                                     DEFINITIONS

          1.1  Certain Terms
                            
                            
                            .  The  following  terms,  when  used  in  this
               Agreement, including the introductory paragraph and Recitals
               hereto, shall, except where the context otherwise  requires,
               have the following meanings:

               1.1.01    "Acquisition Debt
                                          
                                          
                                          "  has the  meaning specified  in
                    the fourth paragraph of the recitals hereto.

               1.1.02    _Acquisition  Note
                                           
                                           
                                           _  means  the  promissory   note
                    issued by Borrower to the Subordinated Creditor.

               1.1.03    "Acquisition   Notes
                                            
                                            
                                             "   collectively   means   the
                    promissory   notes   issued   by   Borrower   to    the
                    Subordinated Creditors  which evidence the  Acquisition
                    Debt. 

               1.1.04    "Agreement
                                  
                                  
                                   " means this Subordination Agreement.

               1.1.05    "Applicable Law
                                        
                                        
                                        " means  and includes statutes  and
                    rules  and regulations  thereunder and  interpretations
                    thereof  by any  governmental agency  charged with  the
                    administration  or  the  interpretation  thereof,   and
                    orders, requests, directives, instructions and  notices
                    of any governmental authority.

               1.1.06    "Bankruptcy or  Insolvency Proceeding
                                                              
                                                              
                                                              "  means  any
                    insolvency  or bankruptcy  case or  proceeding, or  any
                    receivership,  liquidation, reorganization,  assignment
                    for the benefit  of creditors or other similar case  or
                    proceeding for  the liquidation, dissolution,  reorgan-
                    ization  or winding up  of the Borrower,  or of all  or
                    any  portion  of  the  property  of  Borrower,  whether
                    voluntary or involuntary, partial or complete.

               1.1.07    "Borrower
                                 
                                 
                                  "  has  the  meaning  specified  in   the
                    introductory paragraph hereto.

               1.1.08    "Enforcement Action
                                           
                                           
                                            " means

                    (a) the acceleration of any Subordinated Debt,

                    (b) any realization or foreclosure upon any  collateral
                        securing the Subordinated Debt,

                    (c) any  demand  by   the  Subordinated  Creditor   for
                        payment of the Subordinated Debt, or

                    (d) subject always to  the provisions contained in  the
                        next  sentence,  the  enforcement  of  any  of  the
                        rights  or remedies  of the  Subordinated  Creditor
<PAGE>





                        against   the    Borrower,   whether   under    the
                        Subordinated  Debt  Documents  or  otherwise,   and
                        whether  by   action  at  law,   suit  in   equity,
                        arbitration proceedings or otherwise.

                    The term  "Enforcement Action" shall not include or  be
                    deemed  to include  the giving  of notices  (including,
                    without  limitation,  notices of  default,  notices  of
                    Events  of  Default, notices  of  demand  for  payment,
                    notices of breaches of covenants, etc.), the making  of
                    requests  or  the  delivery  of  other   communications
                    pursuant to  and upon the terms permitted or  otherwise
                    contemplated   by   any  of   the   Subordinated   Debt
                    Documents,  it being  understood  and agreed  that  any
                    action  of the kind  described above  in the  foregoing
                    sentence may  be taken by the Subordinated Creditor  at
                    any time  and from time to  time after the date  hereof
                    without any limitation or restriction.

               1.1.09   "                            
                                                    
                                                     
                         Enforcement  Action   Notice"  has   the   meaning
                    specified in Section 3.2(b).

               1.1.10   "Event  of   Default
                                            
                                           
                                            "  has,   in  connection   with
                    permitted  payments  under  Section  2.6  hereof,   the
                    meaning  specified in  the Senior  Loan Agreement  and,
                    with  respect to  Standstill Events  as defined  herein
                    and as used in Section 3, has the meaning specified  in
                    the Acquisition Note. 

               1.1.11   "                    
                                            
                                             
                         Extension of  Credit" means  any loan,  letter  of
                    credit  or other  extension of  credit of  any kind  or
                    character   and  in  the   case  of  revolving   credit
                    facilities,  includes lending and  relending up to  the
                    maximum amount thereof and any Permitted Increase. 

               1.1.12   "Instrument
                                   
                                  
                                   "   means   any   contract,   agreement,
                    indenture,  mortgage  or  other  document  or   writing
                    (whether  a  formal  agreement,  letter  or  otherwise)
                    under  which any  obligation is  evidenced, assumed  or
                    undertaken,  or any  right to  any lien  is granted  or
                    perfected.

               1.1.13   "Payment in Full
                                        
                                        
                                        " and  "            
                                                            
                                                            
                                                Paid in Full" mean  payment
                    in full in cash.

               1.1.14   "Payment   or    Distribution   on    Account    of
                                                                          
                                                                          
                                                                          
                    Subordinated Debt"  or "Payment or Distribution
                                                                   
                                                                   "  means
                    any payment  or distribution of any kind or  character,
                    whether in  cash, securities or  other property or  any
                    combination   thereof,   and   whether   voluntary   or
                    involuntary,  on account of  principal of, or  interest
                    on  any  Subordinated  Debt,  or  on  account  of   any
                    redemption,    retirement,    repurchase    or    other



                                        - 3 -
<PAGE>





                    acquisition for value of any Subordinated Debt.

               1.1.15   "                  
                                          
                                           
                         Permitted Increase"  means  any  increase  in  the
                    principal amount of the Senior Debt effected by  Senior
                    Lender,  except  the  aggregate  amounts  of  any  such
                    increases outstanding at any one time shall not  exceed
                    the amount set forth on Exhibit A attached hereto. 

               1.1.16   "        
                                
                                 
                         Proceeds" shall have the meaning

                    (a) ascribed to  that term under  the U.C.C. and  shall
                        in  any  event include  any  and  all  payments  or
                        distributions of any kind or character received  by
                        way of exercise of rights of set-off,  counterclaim
                        or  cross-claim,  or  enforcement  of  any   claim,
                        against the Borrower,

                    (b) any and all  proceeds of any insurance,  indemnity,
                        warranty, guaranty of  letter of credit payable  to
                        the  Borrower  with   respect  to  any   collateral
                        securing the Subordinated Debt or Senior Debt, or

                    (c) any and all  other amounts from  time to time  paid
                        or payable or  distributable under or with  respect
                        to any  collateral securing  the Subordinated  Debt
                        or Senior Debt. 

               1.1.17   "Star  Bank, N.A
                                        
                                        
                                        _  as  used in  the  defined  terms
                    "Senior  Debt" and "Senior  Debt Documents", means  and
                    includes  Star Bank,  N.A.,  the party  executing  this
                    Agreement  as Senior  Creditor, and  its successors  or
                    assigns  in  title  and  any  so-called  "participants"
                    purchasing  any  participating interests  or  so-called
                    "participants" in any of the rights, title or  interest
                    of  Star  Bank,  N.A. under  any  of  the  Senior  Debt
                    Documents or in relation to any of the Senior Debt.

               1.1.18   "Reorganization   Securities
                                                    
                                                    
                                                    "   means    securities
                    issued by  the Borrower (or any successor) in  exchange
                    for all  Subordinated Debt upon the effectiveness of  a
                    plan  of reorganization in  bankruptcy of the  Borrower
                    that are  either (a) equity securities of the  Borrower
                    having no mandatory redemption, repurchase or  dividend
                    obligations,  and  that are  not  convertible  into  or
                    exchangeable  for   any  securities  having   mandatory
                    payment,    redemption,    repurchase    or    dividend
                    obligations or (b) debt securities of the Borrower  the
                    payment  of  which is  subordinated,  at least  to  the
                    extent provided  in this Agreement with respect to  the
                    Subordinated Debt, prior to the Payment in Full of  the
                    Senior Debt, provided  that no class of Senior Debt  is
                    impaired (within  the meaning of Section 1124 of  Title
                    11  of  the  United  States  Code)  by  such  plan   of



                                        - 4 -
<PAGE>





                    reorganization.

               1.1.19   "Senior Creditor
                                        
                                        " has the meaning specified in  the
                    introductory paragraph hereto.

               1.1.20   "Senior  Debt
                                     
                                    
                                     " means  all  indebtedness  and  other
                    obligations of  the Borrower, contingent or  otherwise,
                    to  the Senior  Creditor,  now or  hereafter  existing,
                    under or with respect to:

                    (a) extension of  Credit by the  Senior Creditor  under
                        the   Senior  Debt   Documents  in   an   aggregate
                        outstanding principal  amount not  exceeding  Forty
                        Million Dollars ($40,000,000.00).

                    (b) interest  (including   interest  accruing  at   the
                        contract  rate  after   the  commencement  of   any
                        Bankruptcy  or Insolvency  Proceeding,  whether  or
                        not  such interest  is  an allowed  claim  in  such
                        proceeding) on  Extensions of  Credit described  in
                        clause (a) of this definition and on any  Permitted
                        Increase described in  clause (c) below, and  fees,
                        costs,  expenses, indemnities,  reimbursements  and
                        other  amounts owing  to  the  Senior  Creditor  on
                        Extensions of  Credit described  in clause  (a)  of
                        this definition; and

                    (c) any Permitted Increase.

               1.1.21   "                      
                                              
                                               
                         Senior Debt  Documents" means,  collectively,  (a)
                    the  Senior  Loan Agreement  and  (b) the  Senior  Note
                    (subject always  to the provisions of the defined  term
                    "Senior  Debt") and each  other Instrument executed  in
                    connection with or evidencing, governing,  guaranteeing
                    or  securing any indebtedness  under any such  document
                    or  any Permitted  Increase,  all as  the same  may  be
                    amended,  modified  or  supplemented  pursuant  to  the
                    terms  thereof in  accordance  with the  provisions  of
                    this Agreement. 

               1.1.22   "Senior  Loan
                                    
                                    
                                     " has  the  meaning specified  in  the
                    first paragraph of the Recitals hereto.

               1.1.23   "Senior Loan Agreement
                                              
                                              
                                              "  has the meaning  specified
                    in the first paragraph of the Recitals hereto.

               1.1.24   "Standstill Event
                                         
                                         " means the occurrence of any  one
                    or more of the                  
                                                    
                                   Events of Default under the  Acquisition
                    Note.

               1.1.25   "                       
                                                
                                                
                         Standstill Event Notice"  shall mean the date  the
                    Subordinated  Creditor  shall  have  provided   written
                    notice of such Standstill Event to the Senior  Creditor



                                        - 5 -
<PAGE>





                    and Borrower. 

               1.1.26   "Standstill  Period
                                           
                                          
                                           "  means,  in  relation  to  any
                    Standstill Event, the period beginning on the date  the
                    Standstill Event in relation to such Standstill  Period
                    shall have  occurred and ending on the date  determined
                    pursuant to Section 3.1(a). 

               1.1.27   "                     
                                              
                                              
                         Subordinated Creditor"  has the meaning  specified
                    in the  introductory paragraph hereto or any holder  of
                    the Acquisition Note. 

               1.1.28   "Subordinated  Debt
                                           
                                          
                                           "  means  all  indebtedness  and
                    other  obligations  of  the  Borrower,  contingent   or
                    otherwise,  now  or hereafter  existing,  under  or  in
                    respect   of  the   Acquisition  Note,   and   interest
                    (including  interest accruing after  the occurrence  of
                    an  Event  of Default  as  defined in  the  Acquisition
                    Note),    fees,    costs,    expenses,     indemnities,
                    reimbursements  thereon and  other amounts  payable  in
                    respect  thereof  (including any  such  obligations  to
                    prepay,  repurchase,  retire,  redeem  or  acquire  for
                    value any such indebtedness).

               1.1.29   "                           
                                                   
                                                    
                         Subordinated Debt Documents" means, collectively

                    (a) the Acquisition Notes, and

                    (b) each  Instrument  now  or  hereafter  executed   in
                        connection   with    or   evidencing,    governing,
                        guarantying or securing any indebtedness under  any
                        such document.

               1.1.30   "      
                              
                               
                         U.C.C." means the  Uniform Commercial Code, as  in
                    effect from time to time in the State of Ohio.

          1.2  Senior Loan Agreement
                                    
                                    
                                    .   Unless otherwise defined herein  or
               the  context  otherwise   requires,  terms   used  in   this
               Agreement, including the introductory paragraph and Recitals
               hereto, that are defined in the Senior Loan Agreement (as in
               effect on the date hereof), have the meanings given to  such
               terms in the Senior Loan Agreement (as in effect on the date
               hereof).

          1.3  U.C.C. Definitions
                                 
                                 .  Unless otherwise defined herein or  the
               context otherwise  requires, terms  for which  meanings  are
               provided in the U.C.C. are used in this Agreement, including
               the introductory paragraph  and Recitals  hereto, with  such
               meanings.

          1.4  General Provisions Relating to Definitions
                                                        
                                                        
                                                         .  Terms for which
               meanings are defined in  this Agreement shall apply  equally
               to the  singular and  plural forms  of the  terms defined.  



                                        - 6 -
<PAGE>





               Whenever the context may require, any pronoun shall  include
               the corresponding masculine, feminine and neuter forms.  The
               term  "including"  means  including,  without  limiting  the
               generality of any description  preceding such term.   Except
               as  otherwise  expressly  provided  herein,  each  reference
               herein to  any  Person shall  include  a reference  to  such
               Person's successors in title and assigns or (as the case may
               be)   his    successors,    assigns,    heirs,    executors,
               administrators and other legal  representatives.  Except  as
               otherwise  expressly  provided  herein,  references  to  any
               Instrument  defined  in   this  Agreement   refer  to   such
               Instrument  as  originally  executed,  or,  if  subsequently
               varied, replaced or  supplemented from time  to time, as  so
               varied, replaced  or  supplemented  and  in  effect  at  the
               relevant time of reference thereto.


                                      ARTICLE 2
                           DEBT SUBORDINATION ARRANGEMENTS

          2.1  Agreement to Subordinate
                                      
                                      
                                       .  The Borrower and the Subordinated
               Creditor agree  with  and  for the  benefit  of  the  Senior
               Creditor that  all  Subordinated Debt  is  hereby  expressly
               subordinated and made  junior in  right of  payment, to  the
               extent and in the manner provided in this Agreement, to  the
               prior Payment in Full of all Senior Debt.

          2.2  Bankruptcy or Insolvency  Proceeding
                                                  
                                                  
                                                   .  In  the event of  any
               Bankruptcy or Insolvency Proceeding:

               (a)The Senior Creditor  shall first be  entitled to  receive
                  Payment in Full  of all Senior  Debt before the  Subordi-
                  nated Creditor shall be  entitled to receive any  payment
                  or distribution on  account of  Subordinated Debt  (other
                  than  distributions   in  the   form  of   Reorganization
                  Securities); and

               (b)the Senior Creditor shall  be entitled to receive  (until
                  Payment in  Full  of  all Senior  Debt)  any  payment  or
                  distribution on account of Subordinated Debt (other  than
                  distributions in the  form of Reorganization  Securities)
                  which may be payable  or deliverable to the  Subordinated
                  Creditor (including  any  such  payment  or  distribution
                  payable or deliverable  by virtue of  the provisions  of,
                  or   any   security   for,   any   Instrument   governing
                  indebtedness which is subordinate and junior in right  of
                  payment to the Subordinated Debt).   

          2.3                                                             
                                                                          
                                                                          
               Delivery of Prohibited Payments or Distributions on  Account
                                                      
                                                      
                                                      
               of Subordinated Debt to Senior Creditor.  If any Payment  or
               Distribution on  Account of  Subordinated Debt  (other  than
               distributions in the  form of  Reorganization Securities  or
               distributions  authorized  by  Sections  2.6  and  2.8)   is



                                        - 7 -
<PAGE>





               collected or  received by  the Subordinated  Creditor,  then
               such payment or distribution shall be paid over or delivered
               forthwith to the Senior Creditor.

          2.4            
                         
                         
               Subrogation.  Upon  payment in full  in cash  of all  Senior
               Debt,  the  Subordinated   Creditor  shall  be   immediately
               subrogated to  the rights  of the  Senior Creditor  (to  the
               extent of the payments and distributions previously made  to
               the Senior  Creditor  pursuant  to the  provisions  of  this
               Article 2) to receive payments and distributions of property
               of the Borrower applicable to Senior Debt until all  amounts
               owing on  Subordinated  Debt shall  be  paid in  full.    No
               payments or distributions  applicable to  Senior Debt  which
               the Subordinated  Creditor shall  receive by  reason of  its
               being subrogated  to  the  rights  of  the  Senior  Creditor
               pursuant to the  provisions of  this Section  2.4 shall,  as
               between the  Borrower  and  its creditors,  other  than  the
               Senior Creditor and the Subordinated Creditor, be deemed  to
               be a  payment by  the  Borrower to  or  for the  account  of
               Subordinated  Debt;   and,   for  the   purposes   of   such
               subrogation, no  payments  or distributions  to  the  Senior
               Creditor of any property to which the Subordinated  Creditor
               would  be  entitled  except  for  the  provisions  of   this
               Agreement, and  no payment  pursuant to  provisions of  this
               Agreement  to  the  Senior  Creditor  by  the   Subordinated
               Creditor, shall, as between the Borrower and its  creditors,
               if any, other than the Senior Creditor and the  Subordinated
               Creditor, be deemed to  be a payment by  the Borrower to  or
               for the account of Senior Debt, it being understood that the
               provisions of  this Agreement  are intended  solely for  the
               purpose of defining the relative rights of the  Subordinated
               Creditor, on the one hand, and  the Senior Creditor, on  the
               other hand, and  nothing contained  in this  Section 2.4  or
               elsewhere in this Agreement is intended to or shall  impair,
               as between the Borrower  and the Subordinated Creditor,  the
               obligation of Borrower, which is absolute and unconditional,
               to pay to the Subordinated  Creditor, subject to the  rights
               of  the   Senior   Creditor  under   this   Agreement,   the
               Subordinated Debt as and when the same shall become due  and
               payable in accordance with its terms.

          2.5                                   
                                                
                                                
               Senior Defaults  and  Acceleration.   In  any  circumstances
               where Section 2.2 does not apply, the Subordinated  Creditor
               will not  be entitled  to receive  or retain  any direct  or
               indirect payment  (except  any payment  previously  made  by
               Borrower to the  Subordinated Creditor  which complied  with
               Sections 2.6  and 2.8)  (in cash,  property, by  set-off  or
               otherwise) from  the  Borrower  of  or  on  account  of  any
               Acquisition Debt if:

               (a)all or any part of the Senior Debt is due and payable  at
                  stated maturity, by acceleration or otherwise; or




                                        - 8 -
<PAGE>





               (b)at the time of making such payment and immediately  after
                  giving effect  thereto, there  shall  exist an  Event  of
                  Default under the Senior Loan Agreement. 

          2.6  Permitted
                                
                                
                                
                         Payments.  The Subordinated Creditor shall not  be
               entitled to  receive  or  retain any  prepayment  (in  cash,
               property, by set-off or otherwise) of  or on account of  the
               Acquisition Note until such time as the Senior Debt is  paid
               in full.  Provided that there exists no Event of Default (or
               event which would become and Event of Default with notice or
               the passage of time) under  the Senior Loan Agreement  which
               remains uncured, the Subordinated Creditor shall be entitled
               to receive  and  retain  interest  repayment  and  principal
               repayment, under the Acquisition Debt in accordance with the
               terms of the Acquisition Note.

          2.7                                   
                                                
                                                
               Turn-Over  of  Payments  Received.    If  the   Subordinated
               Creditor shall  receive  any  payment with  respect  to  the
               Acquisition Note  which  the Subordinated  Creditor  is  not
               permitted to receive and retain pursuant to this  Agreement,
               such payment  shall be  held in  trust by  the  Subordinated
               Creditor for the benefit of, and shall be paid over promptly
               on demand  to  the Senior  Creditor  or its  successors  and
               assigns, as  their  respective  interests  may  appear,  for
               application to  the payment  of  all Senior  Debt  remaining
               unpaid until the same shall have been paid in full in  cash,
               after  giving   effect   to  any   concurrent   payment   or
               distribution to the  Senior Creditor.   No such payments  or
               distributions to the Senior  Creditor or its successors  and
               assigns shall be deemed to  discharge the Senior Debt  until
               it is repaid in full.

          2.8  Permitted   Payments;   Right    to   Retain   Payments
                                                                      
                                                                      
                                                                      .    
               Notwithstanding the foregoing, any payment in respect of the
               Acquisition Debt made in compliance  with the terms of  this
               Agreement and received  by the  Subordinated Creditor  shall
               become its  sole  and absolute  property  and shall  not  be
               subject to any payment over or any distribution to or  claim
               by the Senior Creditor  or any other  person, unless at  the
               time of receipt of  such payment (i)  an event specified  in
               either Section 2.2, 2.5(a) or 2.5(b) shall have occurred and
               be continuing  and with  respect to  an event  specified  in
               Section 2.5(b) only,  the Senior Creditor  shall have  given
               Subordinated Creditor notice of such event within sixty (60)
               days of the  occurrence of such  event of default.   In  the
               event that the Subordinated Creditor receives any payment on
               the Subordinated  Debt  made  in  compliance  herewith,  and
               Senior Creditor has not given any notice as described above,
               such payment  shall  conclusively  be  determined  to  be  a
               permitted payment hereunder, otherwise, upon receipt of such
               notice within  such  sixty  (60)  day  period,  Subordinated
               Creditor  shall  promptly  remit  such  payment  to   Senior
               Creditor for  application  in accordance  with  Section  2.3



                                        - 9 -
<PAGE>





               hereof.

          2.9                                  
                                               
               Borrower's Obligations  Absolute.   The provisions  of  this
               Agreement  are  solely  for  the  purpose  of  defining  the
               relative rights  of Senior  Creditor as  the holder  of  the
               Senior Debt,  Borrower and  the  holder of  the  Acquisition
               Note.  Nothing herein shall impair, as between the  Borrower
               and the Senior Creditor, its  successors or assigns, as  the
               holder of any Senior Debt, the obligations of the  Borrower,
               which are unconditional and absolute,  to pay to the  holder
               thereof the Senior Debt, in accordance with the terms of the
               Senior Loan  Agreement.   Nothing  herein shall  impair,  as
               between the  Borrower  and the  Subordinated  Creditor,  the
               obligations of  the  Borrower which  are  unconditional  and
               absolute to pay Subordinated Creditor in accordance with the
               terms of the Acquisition Note, subject to the terms of  this
               Subordination Agreement.


                                      ARTICLE 3
                     LIMITATIONS ON CERTAIN ENFORCEMENT ACTIONS

          3.1  Imposition of Standstill Period.
                                              
                                              
                                              
           
               (a)Each Standstill  Period will  commence  on the  date  the
                  Standstill Event in relation  to such Standstill Period  
                  shall have occurred and will terminate upon the  earliest
                  to occur  of (i) the  date which  is 180  days after  the
                  later  of (a)  occurrence  of  an  Event  of  Default  as
                  defined in the Acquisition Note or (b) the giving of  the
                  Standstill  Event  Notice;  (ii)  the  date,  after  such
                  Standstill Period shall  have commenced, such  Standstill
                  Event shall have been cured or waived or shall  otherwise
                  have ceased to exist; or (iii) March ____, 2000. 

               (b)At any  time  during  a Standstill  Period,  Borrower  or
                  Senior Creditor may cause any Event of Default under  the
                  Acquisition Debt  to be  cured and,  in such  event,  the
                  Subordinated  Creditor  shall  not  have  any  right   to
                  accelerate the principal payment of the Acquisition  Debt
                  as relates to such Event of Default that was cured. 

          3.2  Limitations  on  Enforcement  Actions
                                                    
                                                    
                                                    .    The   Subordinated
               Creditor will  not take  any Enforcement  Action until  such
               time as:

               (a)any Standstill Period is no longer continuing; and

               (b)the  Subordinated  Creditor  shall  have  given  to   the
                  Borrower and the Senior Creditor  not less than 30  days'
                  prior written notice (an "Enforcement Action Notice")  of
                  the intent  of the  Subordinated  Creditor to  take  such
                  Enforcement  Action.



                                       - 10 -
<PAGE>






          3.3                 
                              
                              
               Certain Notices.  The  Subordinated Creditor shall not  take
               any action of the kind described  in the second sentence  of
               the defined term "Enforcement Action" until the Subordinated
               Creditor shall have given the  Senior Creditor at least  two
               (2) days prior notice to the taking thereof.

          3.4                                                             
                                                                          
                                                                          
               Limitations on  Commencement  of  Bankruptcy  or  Insolvency
                        
                        
                        
               Proceeding.  The Subordinated Creditor will not commence  or
               institute, or join with any other Person or Persons in  com-
               mencing  or  instituting,   any  Bankruptcy  or   Insolvency
               Proceeding.

          3.5  Limitation on Remedies  Upon Acceleration of  Senior Debt
                                                                        
                                                                        
                                                                        .  
               Notwithstanding any contrary  provision of any  Subordinated
               Debt Document, the  acceleration of any  Senior Debt by  the
               commencement of  legal proceedings  by the  Senior  Creditor
               against the Borrower to enforce  payment of any Senior  Debt
               shall  entitle  the  Subordinated  Creditor  to   accelerate
               Subordinated Debt or take other Enforcement Action  (subject
               to the applicable provisions of  Section 2.3 of this  Agree-
               ment). 


                                      ARTICLE 4
                                       WAIVERS

          4.1  Waivers of Notice, etc
                                    
                                    
                                     .  The obligations of the Subordinated
               Creditor  under  this   Agreement,  and  the   subordination
               arrangements contained herein, shall not be to any extent or
               in any  way  or  manner  whatsoever  impaired  or  otherwise
               affected by  any  of  the  following,  whether  or  not  the
               Subordinated Creditor shall have had any notice or knowledge
               of any thereof:

               (a)the  dissolution,   termination  of   existence,   death,
                  bankruptcy, liquidation,  insolvency,  appointment  of  a
                  receiver  for  all  or  any  part  of  the  property  of,
                  assignment  for the  benefit  of  creditors  by,  or  the
                  commencement of any  Bankruptcy or Insolvency  Proceeding
                  by or against, the Borrower;

               (b)the  absorption,  merger  or  consolidation  of,  or  the
                  effectuation of any other change whatsoever in the  name,
                  membership, constitution or  place of  formation of,  the
                  Borrower;

               (c)any  extension  or  postponement  of  the  time  for  the
                  payment  of  any  Senior  Debt,  the  acceptance  of  any
                  partial payment thereon,  any and  all other  indulgences
                  whatsoever by  the  Senior  Creditor in  respect  of  any
                  Senior  Debt,  the  taking,  addition,  substitution   or
                  release, in whole or  in part, at any  time or times,  of



                                       - 11 -
<PAGE>





                  any  collateral  securing   any  Senior   Debt,  or   the
                  addition, substitution or release,  in whole or in  part,
                  of any Person or Persons primarily or secondarily  liable
                  in respect of any Senior Debt;

               (d)any action or delay  in acting or failure  to act on  the
                  part of the Senior Creditor  under any Senior Debt  Docu-
                  ments or in respect of the Senior Debt or any  collateral
                  securing any Senior Debt or otherwise, including (i)  any
                  action by  the  Senior Creditor  to  enforce any  of  its
                  rights, remedies or claims  in respect of any  collateral
                  securing any Senior Debt, (ii) any failure by the  Senior
                  Creditor strictly or diligently  to assert any rights  or
                  to pursue any remedies or claims against the Borrower  or
                  any other Person or Persons under any of the Senior  Debt
                  Documents or provided by statute or at law or in  equity,
                  (iii) any failure  by the Senior  Creditor to perfect  or
                  to preserve  the perfection  or priority  of any  of  its
                  Liens securing any  Senior Debt, or  (iv) any failure  or
                  refusal by the Senior Creditor  to foreclose or to  real-
                  ize upon any  collateral securing any  Senior Debt or  to
                  take any action  to enforce any  of its rights,  remedies
                  or claims under any Senior Debt Document;

               (e)any modification or  amendment of, or  any supplement  or
                  addition to, any Senior Debt Document;

               (f)any waiver, consent  or other action  or acquiescence  by
                  the Senior  Creditor in  respect of  any default  by  the
                  Borrower  in  its   performance  or   observance  of   or
                  compliance  with   any   term,  covenant   or   condition
                  contained in any Senior Debt Document; or

               (g)the declaration  that any  Senior  Debt Document  or  any
                  provision thereof is null  and void or illegal,  invalid,
                  unenforceable  or  inadmissible   in  evidence;  or   the
                  failure of any Senior Debt  Document to be in full  force
                  and effect. 

               The Subordinated Creditor hereby absolutely, unconditionally
               and irrevocably assents to and waives notice of any and  all
               matters hereinbefore specified in clauses (a) through (g).


                                      ARTICLE 5
                      AGREEMENT OF SENIOR CREDITOR AND BORROWER

          5.1  Agreement  of  Senior   Creditor  to  Provide   Subordinated
                                                                          
                                                                          
                                                                          
               Creditor with Notice
                                  
                                  
                                   .  Senior Creditor agrees to provide the
               Subordinated Creditor with  notice of any  and all   written
               notice(s) of an  Event of Default  that Senior Creditor  has
               provided to the Borrower declaring an Event of Default under
               the Senior Loan  Documents within  sixty (60)  days of  such



                                       - 12 -
<PAGE>





               fact. Such  notice  shall  be provided  in  writing  to  the
               disbursement agent at the following address:



                            J. Walter Duncan, Jr., as Trustee
                     of the J. Walter Duncan, Jr. Revocable Trust



               or  at  such  other  address  as  may  be  provided  by  the
               Subordinated Creditor to the Senior Creditor; and

               With a copy to:     Mark E. Burget, Esq.
                              McAfee & Taft
                              Tenth Floor, Two Leadership Square
                              211 North Robinson
                              Oklahoma City, Oklahoma  73102-7101

          5.2  Representations and Warranty of the Borrower
                                                           
                                                           
                                                           .  The  Borrower
               hereby represents to the Senior Creditor as follows: 

               (a)all subordinated  debt existing  on  the date  hereof  is
                  Subordinated Debt. 


                                      ARTICLE 6
                                    MISCELLANEOUS

          6.1  Amendments, Waivers, etc
                                       
                                       
                                       .  The provisions of this  Agreement
               may from time to  time be amended, modified  or  waived,  if
               such amendment,  modification or  waiver is  in writing  and
               consented to by the  Subordinated Creditor, Borrower and  by
               the Senior Creditor.  No failure or delay on the part of any
               Person in exercising any power or right under this Agreement
               shall operate as a waiver thereof,  nor shall any single  or
               partial exercise of  any such  power or  right preclude  any
               other or further  exercise thereof  or the  exercise of  any
               other power  or right.   No  notice to  or demand  hereunder
               shall entitle any Person to any notice or demand in  similar
               or other circumstances,  unless otherwise  required by  this
               Agreement.  The remedies herein provided are cumulative  and
               not exclusive of any  other remedies provided  at law or  in
               equity.   No  waiver or  approval  by a  Person  under  this
               Agreement shall, except as may  be otherwise stated in  such
               waiver or approval, be applicable to any subsequent transac-
               tions.  No  waiver or approval  hereunder shall require  any
               similar or dissimilar  waiver or approval  thereafter to  be
               granted hereunder.

          6.2                    
                                 
                                 
               Further Assurances.    The  Subordinated  Creditor  and  the
               Borrower will,  from  time  to  time  at  its  own  expense,
               promptly execute and deliver  all such further  Instruments,



                                       - 13 -
<PAGE>





               and take  all  such further  action,  as may  be  reasonably
               necessary or  appropriate, or  as  the Senior  Creditor  may
               reasonably request, in order to carry out the intent of this
               Agreement.

          6.3  Specific Performance
                                   
                                   .  Senior Creditor is hereby  authorized
               to demand specific performance of this Agreement at any time
               when the Subordinated Creditor  shall have failed to  comply
               with any of the provisions  of this Agreement applicable  to
               them whether or not Borrower shall have complied with any of
               the provisions hereof applicable to it, and the Subordinated
               Creditor hereby irrevocably waives any defense based on  the
               adequacy of a remedy at law which might be asserted as a bar
               to such remedy of specific performance. 

          6.4  Severability
                          
                          
                           .   Any provision  of  this Agreement  which  is
               prohibited or unenforceable in any jurisdiction shall, as to
               such jurisdiction,  be ineffective  to  the extent  of  such
               prohibition or  unenforceability  without  invalidating  the
               remaining provisions  of  this Agreement  or  affecting  the
               validity or  enforceability of  any  such provision  in  any
               other jurisdiction.

          6.5  Enforcement by  Senior  Creditor
                                               
                                               
                                               .    The  Borrower  and  the
               Subordinated  Creditor  acknowledge  and  agree  that  their
               respective obligations hereunder  are, and  are intended  to
               be, an inducement and  consideration to the Senior  Creditor
               to acquire and continue to hold, or to continue to hold, the
               Senior Debt.    The Senior  Creditor  shall be  deemed  con-
               clusively to have relied  upon the obligations hereunder  of
               the Borrower and the Subordinated Creditor in acquiring  and
               continuing to hold,  or in  continuing to  hold, the  Senior
               Debt.   The  Senior  Creditor  is  hereby  made  an  obligee
               hereunder and may  enforce directly the  obligations of  the
               Borrower and the  Subordinated Creditor  contained herein.  
               The Senior  Creditor,  by  accepting the  benefits  of  this
               Agreement, is bound by the provisions hereof.

          6.6  Continuing Agreement
                                   
                                   .  This Agreement shall in all  respects
               be a continuing agreement, and this Agreement and the agree-
               ments and obligations of  the Borrower and the  Subordinated
               Creditor hereunder  shall remain  in full  force and  effect
               until all Senior Debt  is indefeasibly paid  in full or  all
               Subordinated Debt is  paid in full  in compliance with  this
               Agreement.

          6.7                        
                                     
                                     
               Successors and  Assigns.   This Agreement  shall be  binding
               upon, and shall inure  to the benefit  of, the Borrower  and
               the Senior Creditor and the Subordinated Creditor and  their
               respective successors in title and assigns.  The rights  and
               obligations  of   the  Subordinated   Creditor  under   this
               Agreement shall be assigned  automatically to, and the  term
               "Subordinated Creditor"  as  used in  this  Agreement  shall



                                       - 14 -
<PAGE>





               automatically include,  any assignee  or successor  of  such
               Subordinated Creditor, and such assignee or successor  shall
               automatically  become  a  party  to  this  Agreement  as   a
               Subordinated Creditor without the need for the execution  of
               any Instrument  or the  taking of  any  other action.    The
               Subordinated Creditor shall deliver a complete copy of  this
               Agreement to  any potential  assignee  or successor  of  the
               Subordinated Creditor prior to the effectiveness of any such
               assignment.  At  the request of  the   Senior Creditor,  the
               Subordinated Creditor  shall  execute  and  deliver  to  the
               Senior Creditor an instrument of accession hereto.

          6.8  Notices
                     
                     
                      .  All notices and other communications provided to a
               party hereunder  shall  (except  as  otherwise  specifically
               provided herein) be in writing or by facsimile  transmission
               and addressed or delivered to  it at its address  designated
               for notices set  forth below  its signature  hereto; at  the
               addresses specified  in  Section 5.1  if  notice is  to  the
               Subordinated Creditor; or  at such other  address as may  be
               designated by such party in a notice to the other parties.  
               Any notice, if  mailed and properly  addressed with  postage
               prepaid,  and  any  notice,  if  transmitted  by   facsimile
               transmission, shall be deemed given when received.

          6.9  Entire Agreement
                               
                               
                               .   This  Agreement constitutes  the  entire
               agreement among the  Borrower, the Senior  Creditor and  the
               Subordinated Creditor  with respect  to the  subject  matter
               hereof  and   supersedes   any  prior   or   contemporaneous
               agreements, representations,  warranties or  understandings,
               whether oral, written or implied,  as to the subject  matter
               of this Agreement.

          6.10 CHOICE OF  LAW
                             
                             
                             .    THIS  AGREEMENT  HAS  BEEN  EXECUTED  AND
               DELIVERED IN THE STATE OF OHIO AND SHALL IN ALL RESPECTS  BE
               CONSTRUED IN ACCORDANCE  WITH AND GOVERNED  BY THE  INTERNAL
               LAWS OF SUCH STATE  APPLICABLE TO CONTRACTS  MADE AND TO  BE
               PERFORMED WHOLLY WITHIN SUCH STATE.

          6.11 Service of Process
                                 
                                 
                                 .   This Subordination Agreement shall  be
               deemed made in the  state in which  the principal office  of
               the Senior Creditor is located, and all documents evidencing
               same, and all the rights and obligations of the Subordinated
               Creditor and  the Senior  Creditor hereunder,  shall in  any
               respects be governed by and construed in accordance with the
               laws of  the state  in which  the  principal office  of  the
               Senior  Creditor  is  located,  including  all  matters   of
               construction, validity and performance.  Without  limitation
               on the Senior Creditor's ability to exercise all its  rights
               to protect or enforce the Senior Loans and the  Subordinated
               Obligations,  the  Subordinated  Creditor  and  the   Senior
               Creditor agree that in any action or proceeding commenced by
               or on behalf of  the parties arising out  of or relating  to
               this Subordination Agreement and/or any documents evidencing



                                       - 15 -
<PAGE>





               same, shall be commenced  and maintained exclusively in  the
               court of  applicable  general jurisdiction  located  in  the
               federal district  court of  applicable general  jurisdiction
               located in  the  federal  district in  which  the  principal
               office of the Senior Creditor is located or any other courts
               of applicable general jurisdiction  located in the  district
               where the  Senior Creditor  is  located.   The  Subordinated
               Creditor and the Senior Creditor  also agree that a  summons
               and complaint commencing an action or proceeding in any such
               courts by or  on behalf of  such parties  shall be  properly
               served and shall confer personal jurisdiction on a party  to
               which said party  consents, if (a)  served personally or  by
               certified mail to the  party at any  of its addresses  noted
               herein, or (b) as otherwise provided  under the laws of  the
               state in which the principal  office of the Senior  Creditor
               is located.  The loan(s) or other financial accommodation(s)
               is  in  part   related  to  the   aforesaid  provisions   on
               jurisdiction, which the Senior  Creditor deems a vital  part
               of this subordination arrangement.

          6.12 Waiver of  Jury Trial
                                    
                                    
                                    .   To  the  extent not  prohibited  by
               Applicable Law which cannot be  waived, each of the  parties
               hereto  waives,  and  covenants  that  it  will  not  assert
               (whether as plaintiff, defendant or otherwise), any right to
               trial by jury in any forum  in respect of any issue,  claim,
               demand, action or cause  of action arising  out of or  based
               upon this Agreement  or the subject  matter hereof, in  each
               case whether now existing  or hereafter arising and  whether
               in contract  or tort  or otherwise.    Each of  the  parties
               hereto acknowledges that the provisions of this Section 6.12
               constitute a  material  inducement  upon  which  the  Senior
               Creditor is relying and will rely  in holding Senior Debt.  
               Any party  and  the Senior  Creditor  may file  an  original
               counterpart or a copy of this Section 6.12 with any court as
               written evidence  of  the consent  of  each of  the  parties
               hereto to the waiver of its right to trial by jury.

          6.13 Counterparts
                          
                          
                           .   This Agreement  may be  executed in  several
               counterparts, each  of  which  shall  be  deemed  to  be  an
               original, but all of which together shall constitute but one
               and the same Instrument.

          6.14        
                      
                      
               Headings.  The  descriptive headings in  this Agreement  are
               inserted for  convenience of  reference only  and shall  not
               affect the meaning  or interpretation of  this Agreement  or
               any provision hereof.


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
          to be executed under seal by their duly authorized officers as of
          the day and in the year first above written.

                                               
                                               
                                               
                                        BORROWER:



                                       - 16 -
<PAGE>






                                        POMEROY COMPUTER RESOURCES, INC.


               By:_____________________________________

               Title:____________________________________


               Address:_________________________________

               ______________________________________

               Fax:____________________________________


               Attention:________________________________


                                        SUBORDINATED CREDITOR
                                                            
                                                            
                                                             :



               ________________________________________
                                        J. WALTER DUNCAN,  JR., AS  TRUSTEE
          OF                            THE   J.   WALTER   DUNCAN,    JR.,
          REVOCABLE                               TRUST


               Address:_________________________________

               ______________________________________

               Fax:____________________________________


                                                      
                                                      
                                                      
                                        SENIOR CREDITOR:

                                        STAR BANK, N.A.


               By:_____________________________________

               Title:____________________________________


               Address:_________________________________

               ______________________________________


               Fax:____________________________________




                                       - 17 -
<PAGE>






               Attention:________________________________



          STATE OF OHIO
          COUNTY OF HAMILTON, ss:

               On this  ____  day of  ______,  1998, before  me  personally
          appeared ____________ _______________, to me known, who, being by
          me duly sworn, declared that he is the ______________________  of
          POMEROY COMPUTER RESOURCES,  INC., a signatory  of the  foregoing
          Subordination Agreement; and that, being duly authorized, he  did
          execute  the  foregoing  Subordination  Agreement  on  behalf  of
          POMEROY  COMPUTER  RESOURCES,  INC.;   and  that  the   foregoing
          Subordination Agreement  constitutes the  free  act and  deed  of
          POMEROY COMPUTER RESOURCES, INC.



               ________________________________________
                                                              NOTARY PUBLIC
          My Commission Expires:                      
                                                      
                                                      
                                                       

          STATE OF OKLAHOMA
          COUNTY OF OKLAHOMA

               On this ____  day of  ________, 1998,  before me  personally
          appeared J.  WALTER DUNCAN,  JR., AS  TRUSTEE  OF THE  J.  WALTER
          DUNCAN, JR., REVOCABLE TRUST, to me known, who, being by me  duly
          sworn,  declared  that  he  is  a  signatory  of  the   foregoing
          Subordination Agreement; and  that he did  execute the  foregoing
          Subordination Agreement,  and  that the  foregoing  Subordination
          Agreement constitutes HIS free act and deed. 



               ________________________________________
                                        NOTARY PUBLIC
          My Commission Expires:                 
                                                 
                                                 
                                                  

          STATE OF OHIO
          COUNTY OF HAMILTON, ss:

               On this  ____  day  of _____,  1998,  before  me  personally
          appeared ______________  ___________________  to me  known,  who,
          being by me duly sworn, declared that he is
          the __________________ of  STAR BANK,  N.A., a  signatory of  the
          foregoing  Subordination   Agreement;   and  that,   being   duly
          authorized, he did execute the foregoing Subordination  Agreement
          on  behalf  of   STAR  BANK,   N.A.;  and   that  the   foregoing
          Subordination Agreement constitutes the free act and deed of STAR
          BANK, N.A.. 




                                       - 18 - <PAGE>
               ________________________________________
                                                              NOTARY PUBLIC
          My Commission Expires:                                         
                                       - 19 -