AGREEMENT


This  Agreement  made and entered into this ____ day  of  _______,
1997, by and between ROBERT L. VERSPRILLE (hereinafter referred to
as  "Owner")  and  POMEROY COMPUTER RESOURCES,  INC.,  a  Delaware
corporation (hereinafter referred to as "Purchaser").

                      W I T N E S S E T H :

WHEREAS,  simultaneously  with the execution  of  this  Agreement,
Purchaser  entered  into  an  Asset  Purchase  Agreement   ("Asset
Purchase  Agreement") with Microcare, Inc., an Indiana corporation
(hereinafter  referred to as "Seller 1"), and  Microcare  Computer
Services, Inc., an Indiana corporation (hereinafter referred to as
"Seller 2") for the acquisition of substantially all of the assets
of Seller 1 and Seller 2 relating to their businesses of providing
a  variety of computer service and support solutions to large  and
medium   size  commercial,  governmental  and  other  professional
customers  throughout the Indianapolis, Indiana metropolitan  area
as  well the entire state of Indiana (both businesses collectively
referred to as the "Business"); and

WHEREAS,  Owner  owns one hundred percent (100%)  percent  of  the
outstanding stock of Seller 1 and Seller 2; and

WHEREAS,  Purchaser would not have entered into the Asset Purchase
Agreement with Seller 1 and Seller 2 without the consent of  Owner
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, Owner 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.    As  an  inducement  for Purchaser to enter  into  the  Asset
Purchase  Agreement with Seller 1 and Seller 2 (100% of the  stock
of which is owned by Owner), Owner covenants and agrees that for a
period  equal to the later of (i) four (4) years from the  closing
of  the Asset Purchase Agreement of even date herewith or (ii) one
(1)   year  after  the  termination  of  Owner's  employment  with
Purchaser  under an Employment Agreement executed by  and  between
the Owner and the Purchaser of even date herewith, Owner 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;

     (c)  Engage in the Business of Purchaser in any state, county
and/or metropolitan area 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;

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      (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  Owner  from
owning   or  purchasing  less  than  five  percent  (5%)  of   the
outstanding  stock of any publicly traded company whose  stock  is
traded on a nationally or regionally recognized stock exchange  or
is quoted on NASDAQ or the OTC Bulletin Board.


      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; and

      (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.

     Owner has carefully read all the terms and conditions of this
Paragraph  1 and has given careful consideration to the  covenants
and  restrictions imposed upon Owner herein, and agrees  that  the
same are necessary for the reasonable and proper protection of the
Business  of Seller 1 and Seller 2 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  representation  of
Owner  that he will abide by and be bound by each of the covenants
and  restrictions  herein; and Owner agrees  that  Purchaser  will
suffer  irreparable injury in the event of a breach by Owner,  and
Owner  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.  Owner 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  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, which Agreement
is  ancillary to the main thrust of the Asset Purchase  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

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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 Para
graph 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.

2.    The consideration for Owner's covenant not to compete  shall
be  One Dollar ($1.00) and other valuable consideration, including
consideration  paid  by the Purchaser to Seller  1  and  Seller  2
pursuant to an Asset Purchase Agreement to which Owner is a  party
of even date herewith.

3.    The  terms and conditions of this Agreement shall be binding
upon  the  Owner  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.

                                 OWNER:


__________________________________
                                 ROBERT L. VERSPRILLE



                                 PURCHASER:

                                 POMEROY COMPUTER RESOURCES, INC.


By:________________________________

                            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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