INCENTIVE DEFERRED COMPENSATION AGREEMENT
                    -----------------------------------------


This  Incentive  Deferred Compensation Agreement is made effective this ____ day
of  _________, 1999, by and between POMEROY COMPUTER RESOURCES, INC., a Delaware
corporation  (the  "Company")  and  SCOTT  DOBSON  ("Dobson").

                              W I T N E S S E T H:

WHEREAS,  simultaneously  with  the execution of this Agreement, the Company and
Dobson have entered into an Employment Agreement for the employment of Dobson by
Company;

WHEREAS,  pursuant  to  Section 5(d) of said Employment Agreement, Dobson may be
entitled  to  incentive  deferred  compensation  in  the  event certain economic
criteria  are  satisfied;

WHEREAS,  the  parties wish to define the terms governing the incentive deferred
compensation  in the event the economic criteria and the terms and conditions of
the  Employment  Agreement  are  satisfied.

NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises and the mutual
covenants  herein  set  forth, the parties hereby covenant and agree as follows:

1.   In the  event  Dobson  satisfies  the  economic  criteria  set forth in the
     Employment  Agreement  for such year and is entitled to incentive  deferred
     compensation,  the incentive deferred compensation shall be governed by the
     terms of this Agreement.

2.   In the event Dobson  should die or become  disabled  during the term of the
     Employment  Agreement,  or if the  Employment  Agreement  is not renewed by
     Company at the  expiration  of the initial  term or any renewal  term,  all
     incentive deferred compensation earned shall be vested in full and shall be
     payable  to Dobson  and/or his  designated  beneficiary  at that time.  For
     purposes of this Paragraph,  the term "disabled" shall have the meaning set
     forth in said Employment Agreement.

3.   In the event Dobson  discontinues  employment  with the Company  during the
     initial term or any renewal term of this Employment  Agreement or if Dobson
     does not renew the  Employment  Agreement at the  expiration of the initial
     term or any renewal term and such  discontinuation  of  employment is not a
     result of Dobson  becoming  disabled,  the vested  portion of his  deferred
     compensation  account  will be paid to him at said time and all  non-vested
     amounts will be forfeited.  Provided,  however, if Dobson would violate the
     terms of his covenant not to compete and  confidentiality  agreement as set
     forth in Sections 8 and 9 of his Employment  Agreement,  the vested portion
     of his  deferred  compensation  account  will  likewise be  forfeited.  The
     incentive  deferred  compensation  shall vest  according  to the  following
     schedule:

                                      - 1 -
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     Years of Service With Company or its     Percentage  of  Vested
     ------------------------------------     ----------------------
     Subsidiaries from the Effective Date           Interest
     ------------------------------------           --------
             of  This  Agreement
             -------------------

          Less  than  1  year                         0%
          One  year                                  20%
          Two  years                                 40%
          Three  years                               60%
          Four  years                                80%
          Five  years                               100%

This  vesting  schedule  shall  apply  separately  to  each  year that incentive
deferred  compensation is earned by Dobson upon the satisfaction of the economic
criteria  set  forth  in  the  Employment  Agreement.

By  way  of  illustration, if Dobson satisfied the economic criteria for years 1
and  2  of the Agreement, at the end of year 2, Dobson would be 40% vested as to
the  incentive deferred compensation credited in year 1 and 20% vested as to the
incentive  deferred  compensation  credited  in  year  2.

4.   No deferred compensation shall be paid under the terms of this Agreement in
     the event Dobson is  discharged  from the service of the Company for cause.
     For purposes of this Paragraph, the term "cause" shall have the meaning set
     forth in Section 10(a)(iii) of said Employment Agreement

5.   Dobson  shall  not have the right to  commute,  sell,  transfer,  assign or
     otherwise  convey the right to receive any payments under the terms of this
     Agreement.  Any such attempted  assignment or transfer shall terminate this
     Agreement and the Company shall have no further liability hereunder.

6.   It is the intention of the parties that the incentive deferred compensation
     to be payable to Dobson  hereunder (if applicable)  shall be includable for
     Federal Income Tax purposes in his, or such beneficiary's gross income only
     in the taxable year in which he or the  beneficiary  actually  receives the
     payment and Company  shall be  entitled to deduct such  incentive  deferred
     compensation as a business  expense in its Federal Income Tax return in the
     taxable year in which such payment is made to Dobson or his beneficiary.

7.   Nothing  contained in this  Agreement  shall in any way affect or interfere
     with the right of Dobson to share or  participate  in a retirement  plan of
     the Company or any profit sharing, bonus or similar plan in which he may be
     entitled to share or participate as an employee of the Company.

8.   This Agreement shall be binding upon the heirs, administrators,  executors,
     successors and assigns of Dobson and the successors and assigns of Company.
     This Agreement shall not be modified or amended except in writing signed by
     both parties.

9.   This  Agreement  shall be  subject to and  construed  under the laws of the
     Commonwealth of Kentucky.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of  the  day  and  year  first  above  written.

                              POMEROY  COMPUTER  RESOURCES,  INC.



                              By:____________________________________________
                                  Stephen E. Pomeroy, Chief Financial Officer



                              _____________________________________
                              SCOTT  DOBSON

                                      - 3 -
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