AMENDMENT TO BUSINESS CREDIT AND SECURITY AGREEMENT
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     THIS  AMENDMENT  TO BUSINESS CREDIT AND SECURITY AGREEMENT ("Amendment") is
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entered  into  as  of  the  ____  day  of  September, 1999 by and among Deutsche
Financial  Services  Corporation  ("DFS"),  Pomeroy  Computer  Resources,  Inc.
                                    ---
("Pomeroy"),  and  Global  Combined  Technologies, Inc. ("Global"); (Pomeroy and
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Global  sometimes hereinafter being referred to individually and collectively as
"Borrower").
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                                    RECITALS
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     DFS  and  Borrower are parties to that certain Business Credit and Security
Agreement  dated  as of July 14, 1998 (as amended from time to time, the "Credit
                                                                          ------
Agreement").  Capitalized  terms  used  but  not  defined  herein shall have the
---------
meanings  given  them  in  the  Credit  Agreement.

     Borrower  wishes  to increase the amount if its working capital facility to
$60,000,000.  Borrower  and  DFS  now  desire to amend certain provisions of the
Credit  Agreement  on  and  subject  to  the  terms  hereof.

     NOW,  THEREFORE,  in  consideration  of the forgoing premises and for other
good  and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,  the  parties  agree  as  follows:

     1.     Section  3.1(a)  of  the  Credit  Agreement  shall be deleted in its
entirety  and  restated  to  read  as  follows:

"3.1(A)  In  consideration  of  Borrower's  payment  and  performance  of  its
Obligations and subject to the terms and conditions contained in this Agreement,
DFS  agrees  to  provide,  and  Borrower  agrees  to accept, an aggregate credit
facility  (the  'Credit  Facility')  of up to One Hundred Twenty Million Dollars
                 ---------------
($120,000,000)  (the  'Total Credit Limit'), BUT ONLY TO THE EXTENT that DFS has
                       -------------------
received  and  continues to have in full force and effect, upon terms acceptable
to  DFS,  in  its  sole  discretion,  a  Participation  Agreement  in  which the
"Participant Commitment" (as defined in the Participation Agreement) is at least
Thirty Million Dollars ($30,000,000).  The Credit Facility shall be available in
the  form  of  Distribution Finance Loans, Working Capital Loans and Acquisition
Loans.  No  Loans  need  be  made  by  DFS if Borrower is in Default or if there
exists  any  Unmatured Default.  This is an agreement regarding the extension of
credit,  and  not  the  provision  of  goods  or  services."

     2.     Section 3.3 of the Credit Agreement shall be deleted in its entirety
and  restated  to  read  as  follows:

"3.3 Working Capital Loans.  Subject to the terms of this Agreement, DFS agrees,
     ---------------------
for so long as no Default exists, to provide to Borrower, and Borrower agrees to
accept,  working capital financing (each advance being a 'Working Capital Loan')
                                                          ---------------------
on  Eligible  Accounts  in  the maximum aggregate unpaid principal amount at any
time  equal  to  the  lesser  of  (i)  the Borrowing Base and (ii) Sixty Million
Dollars  ($60,000,000)  ('Total  Working  Capital Credit Limit'), subject in all
                          -------------------------------------
events  to  the  terms  of  Section 3.1(b) hereof; provided, however, that in no
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event  shall  the maximum principal amount outstanding under the Working Capital
Loans  and  the Acquisition Facility exceed in the aggregate, at any time, Sixty
Million  Dollars  ($60,000,000).  A  request for a Working Capital Loan shall be
made,  or  shall  be  deemed  to  be  made,  as provided in Section 5.1 hereof."
                                                            -----------

     3. Section 3.4 of the Credit Agreement shall be deleted in its entirety and
restated  to  read  as  follows:

"3.4  Acquisition Facility.  Subject to the terms of this Agreement, DFS agrees,
      --------------------
for so long as no Default exists, to provide Borrower with acquisition financing
for the purposes described herein (each advance being an 'Acquisition Loan'), up
                                                          -----------------
to  an  aggregate  unpaid principal amount not to exceed at any time Ten Million
Dollars ($10,000,000), on and subject to the following terms and conditions (the
'Acquisition  Facility'),  subject  in all events to the terms of Section 3.1(b)
 ----------------------                                           --------------
hereof;  provided,  however, that in no event shall the maximum principal amount
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outstanding  under the Acquisition Facility and the Working Capital Loans exceed
in  the  aggregate,  at  any  time,  Sixty  Million  Dollars  ($60,000,000):

          (a)  An  Acquisition  Loan  may  be made to satisfy Borrower's working
capital needs to the extent they exceed the formula-determined Borrowing Base in
connection  with  the acquisition of the stock or assets of another corporation;

          (b)  Each Acquisition Loan shall be due and payable one-hundred eighty
(180)  days  after  the  date  thereof;  provided,  DFS  shall  have the option,
exercisable  in  its  sole  discretion, to grant Borrower one (1) or more thirty
(30)  day  extensions  of  any  such  Acquisition  Loan;

          (c)  no  Guaranty  shall be in default and each shall be in full force
and  effect  at  the  time  any  Acquisition  Loan  is  requested;

          (d)  Borrower  will pay DFS finance charges on the principal amount of
any  Acquisition  Loan  outstanding  at  the  end  of each day at a rate that is
one-half  of  one  percent  (.50%)  per  annum  above  the  Prime  Rate;  and

          (e)  except  as  provided  to  the contrary in clauses (a) through (d)
above,  each  Acquisition  Loan pursuant to this Section 3.4 shall be subject to
all  other  terms  and  conditions  of  this  Agreement.

     As  a precondition to any such Acquisition Loan, Borrower shall have signed
and  sent to DFS, a request, setting forth in writing the amount of the proposed
Acquisition  Loan  along with a copy of the underlying acquisition agreement and
all  related  exhibits,  schedules  and  agreements  pursuant  to  which  such
acquisition  is  to  be  consummated.

     Notwithstanding  anything  else  herein  and  unless otherwise agreed to in
writing  by  DFS, the total outstanding principal amount of all Loans under this
Agreement  shall  not  at  any  time  exceed  the  Total  Credit  Limit."


     4.  The  address  for DFS set forth in Section 13.8 shall be hereby amended
to  read  in  its  entirety  as  follows:

"Deutsche  Financial  Services  Corporation
3075  Highland  Parkway
Suite  600
Downers  Grove,  IL  60515
Attention:  Vice  President,  Operations
Facsimile  No.:  (630)434-0074"


     5.  Miscellaneous.   Except  to the extent specifically amended herein, all
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terms  and  conditions  of the Credit Agreement and the other Loan Documents are
hereby ratified and reaffirmed and shall remain unmodified and in full force and
effect.  Borrower  waives  notice  of  DFS'  acceptance  of this Amendment.  DFS
reserves all of its rights and remedies under the Credit Agreement and the other
Loan  Documents.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Amendment as of
the  date  first  written  above.

ATTEST:                    POMEROY  COMPUTER  RESOURCES,  INC.


By:                        By:___________________________________
          Secretary        Name:_________________________________
                           Title:________________________________


ATTEST:                    GLOBAL  COMBINED  TECHNOLOGIES,  INC.


By:                        By:_____________________________________
          Secretary        Name:___________________________________
                           Title:__________________________________



                           DEUTSCHE  FINANCIAL  SERVICES  CORPORATION


                           By:______________________________________
                           Name:____________________________________
                           Title:___________________________________

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                      CONSENT, ACKNOWLEDGMENT AND AMENDMENT
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     Each  undersigned  Corporate  Guarantor hereby acknowledges and consents to
the  terms  of  the  foregoing Amendment, and does hereby ratify and confirm its
guaranty  in  all respects.  Each of the undersigned Corporate Guarantors hereby
further  agrees  that  its  Guaranty  shall be amended to provide that each such
Corporate Guarantor's maximum aggregate liability under its Guaranty, should DFS
enforce  it,  will not exceed One Hundred Twenty Million Dollars ($120,000,000).


ATTEST:                    POMEROY  COMPUTER  RESOURCES  OF SOUTH CAROLINA, INC.


By:                        By:____________________________________
          Secretary        Name:__________________________________
                           Title:_________________________________



ATTEST:                    TECHNOLOGY  INTEGRATION  FINANCIAL  SERVICES,  INC.


By:                        By:____________________________________
          Secretary        Print  Name:____________________________
                           Title:_________________________________

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