EMPLOYMENT AGREEMENT


THIS  AGREEMENT  made  as  of  the ______ day of _________, 1999, by and between
POMEROY COMPUTER RESOURCES, INC., a Delaware corporation ("Company"), and THOMAS
F.  SCHNEIDER  ("Employee").

                              W I T N E S S E T H :

WHEREAS,  the  Company  entered  into  a  Stock  Purchase  Agreement  ("Purchase
Agreement")  of  even  date  pursuant  to which it purchased one hundred percent
(100%)  of the outstanding stock of Acme Data Systems, Inc., an Ohio corporation
("ADS");  and

WHEREAS,  Employee  owned  fifty  percent  (50%) of the outstanding stock of ADS
prior  to  the  closing  of  the  Purchase  Agreement;

WHEREAS, Employee, as an inducement for and in consideration of Company entering
into  the  Purchase  Agreement,  has  agreed  to  enter  into  and  execute this
Employment  Agreement  pursuant  to  Article  VIII  thereof;  and

WHEREAS,  Company  desires  to  engage the services of Employee, pursuant to the
terms,  conditions  and  provisions  as  hereinafter  set  forth.

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

1.     Employment.  The  Company agrees to employ the Employee, and the Employee
       ----------
agrees  to  be employed by the Company, upon the following terms and conditions.

2     Term.  The  initial  term  of  Employee's  employment  pursuant  to  this
      ----
Agreement  shall begin on the 20th day of August, 1999, and shall continue for a
period  of four (4) years, four (4) months and sixteen (16) days, ending January
5,  2004  unless  terminated  earlier  pursuant to the provisions of Section 10,
provided that Sections  8, 9, 10(b), if applicable, and 11, if applicable, shall
survive  the termination of such employ-ment and shall expire in accordance with
the  terms  set  forth  therein.

3.     Renewal  Term.  The  term  of  Employee's  employment shall automatically
       -------------
renew  for  additional  consecutive  renewal terms of one (1) year unless either
party  gives  written  notice  of  his/its intent not to renew the terms of this
Agreement  sixty  (60)  days  prior  to  expiration  of  the then expiring term.

4.     Duties.     Employee  shall  serve  as  Branch  Manager for the Company's
       ------
Columbus,  Ohio  Division.  Employee shall be responsible to and report directly
to  the  officers  of  Company.  Employee shall at all time have such powers and
authorities  as  shall  be  reasonably  required  to discharge such duties in an
efficient  manner  together with such facilities and services as are appropriate
to  his  position.  Employee shall devote his best efforts and substantially all
his  time  during  normal  business  hours  to  the diligent, faithful and loyal
discharge  of the duties of his employment and towards the proper, efficient and
successful  conduct  of  the  Company's  affairs.  Employee  fur-ther  agrees to
refrain  during  the  term  of this Agreement from making any sales of competing
services  or  products or from profiting from any transaction involving computer
services  or  products  for  his  account without the express written consent of
Company.

                                        1
<PAGE>
5.     Compensation.  For  all  services  rendered  by  the  Employee under this
       ------------
Agreement  (in addition to other monetary or other benefits referred to herein),
compensation  shall  be  paid  to  Employee  as  follows:

     (a)     Base  Salary:  During the period August 20, 1999 through January 5,
2000,  Employee  shall  be  paid  the sum of Eight Thousand Three Hundred Thirty
Three  and  33/100 Dollars ($8,333.33) per month.  Compensation due for a period
of  less  than  one  month  shall  be prorated for such period on the basis of a
thirty-day  month.  During  each  year  of  the  initial term of this Agreement,
Employee  shall  be  paid  an annual base salary of One Hundred Thousand Dollars
($100,000.00).  Said  base  salary  shall  be  payable  in  accordance  with the
historical  payroll  practices  of  the  Company.

     (b)     Annual  Cash  Bonus - Columbus Division:  In addition to Employee's
base  salary  as  set  forth  in  Section  5(a) above, for the period commencing
January 6, 2000 and ending January 5, 2001, Employee shall be entitled to a cash
bonus  and  incentive stock option award in the event Employee satisfies certain
economic  criteria pertaining to the Company's Columbus Division as follows (the
economic  criteria  will  be  filled  in  by  the  parties  in  January, 2000 in
accordance  with  the  provisions  of  Section  5(b)(vi)):

          (i)     Gross  sales  of  Company's  Columbus  Division  greater  than
$_____________  but  not  less  than $_____________ with net profit before taxes
("NPBT")  greater  than  _%,  equals  $25,000.00 cash bonus plus 5,000 incentive
stock  options;

          (ii)     Gross  sales  of  Company's  Columbus  Division  greater than
$_____________  but  less  than  $_____________ with NPBT greater than _% equals
$35,000.00  cash  bonus  plus  7,000  incentive  stock  options;

          (iii)     Gross  sales  of  Company's  Columbus  Division greater than
$_____________  with  NPBT  greater  than  _%  equals $50,000.00 cash bonus plus
10,000  incentive  stock  options.

          (iv)     For  purposes  of  this  Section 5(b), the term "Gross Sales"
shall  mean  the  gross  sales  of equipment, software and services by Company's
Columbus  Division  or any other Columbus Division operated by any subsidiary of
Company,  determined  on  a consolidated basis during the applicable period.  In
making said gross sales determination, all gains and losses realized on the sale
or other disposition of Company's or any subsidiary's Columbus Division's assets
not  in  the ordinary course shall be excluded.  In addition, any gross sales of
Company's  or  its  subsidiary's  Columbus Division relating to any acquisitions
that  are  closed  in such year shall be excluded.  All refunds or returns which
are  made  during  such  period  shall  be  subtracted  along  with all accounts
receivable  derived  from  such sales that are written off during such period in
accordance  with  Company's  Columbus Divisions's accounting system.  Such gross
sales  and  NPBT  of  Company's  Columbus  Division  shall  be determined by the
Company's  internally  generated  accounting  statements  determined  on  a
consolidated  basis  in  the  manner  set  forth  above  and  in accordance with
generally  accepted accounting principles.  During the period commencing January
6,  2000  and  ending  January  5, 2001, a combined 1.5% MAS royalty fee and .3%
AdFund  fee on gross sales by Company's Columbus Division shall be made incident
to said NPBT determination.   For each subsequent fiscal year for which Employee
may  be  entitled  to a bonus hereunder, the parties shall, in good faith, agree
upon  MAS  royalty and AdFund fees to be charged hereunder based on the level of
services  and  support  being  provided by the Company to its Columbus Division.
Provided,  however,  such  MAS  royalty  and  AdFund fees shall be 1.5% and .3%,
respectively,  if  the parties are unable to come to an agreement for such year.
Any  cash  bonus  amount  determined  under  Section  5  (b) shall be payable to
Employee  within  thirty  (30)  days of the determination.  For purposes of this
Section,  the  term "Company's Columbus Division" shall be the business acquired
by  Company  from  Seller under the Purchase Agreement including any part of the
business  that  is operated by Company's wholly-owned subsidiary, Pomeroy Select
Integration  Solutions, Inc. and shall include Company's operations in Columbus,
Ohio  that  existed  prior  to  the  closing  of  the  Purchase  Agreement.

          (v)     Any award of the incentive stock options to acquire the common
stock  of Company shall be made fifty percent (50%) in the shares of the Company
and  fifty  percent  (50%)  in  the  shares of the Company's subsidiary (Pomeroy
Select  Integration  Solutions,  Inc.) if it is a publicly traded entity at such
time,  as of January 5, 2001 or any other applicable date, which shall mean with
respect  to  such  shares,  the  average  between the high and low bid and asked
prices  for  such shares on the over-the-counter market on the last business day
prior  to the date on which the value is to be determined (or the next preceding
date on which sales occurred if there were no sales on such date).  In the event
the  stock  of Pomeroy Select Integration Solutions, Inc. is not publicly traded
as  of January 5, 2001, Company shall have the right to award 100% in the shares
of  the  Company (in lieu of 50%) or shall have the right to pay to Employee, in
cash,  the  fair  market  value  of such 50% of the stock options of the Company
determined  under  the  Black Scholes method of valuation of stock options.  Any
options  awarded shall be subject to a vesting period determined by the Board of
Directors  of  the Company, but in no event shall said vesting period be greater
than  five  (5)  years.

          (vi)     The  parties  agree  that  in  January,  2000, January, 2001,
January, 2002 and January, 2003, they will negotiate in good faith, the level of
gross  sales and NPBT of Company's Columbus Division for the aforementioned cash
bonus  and incentive stock option award to be earned for such years, which gross
sales  and  NPBT criteria shall be predicated upon Company's Columbus Division's
goals,  projections  and  budgets established at the outset of such fiscal year.

     (c)     In  addition to Employee's base salary as set forth in Section 5(a)
and  any  annual  cash  bonus/incentive  stock option award that Employee may be
entitled  to  under  Section  5(b)  based  on  Company's  Columbus  Division's
performance,  Employee  shall be entitled to a cash bonus and incentive deferred
compensation  and an incentive stock option award for the year 2000 in the event
Employee satisfies certain economic criteria pertaining to Company's performance
during the fiscal year 2000, as follows (the economic criteria will be filled in
by  the  parties in January of 2000 in accordance with the provisions of Section
5(c)(vi)).

          (i)     Gross  sales  of Company greater than $______________ but less
than or equal to $_______________ with NPBT greater than ____% equals $10,000.00
cash  plus  3,000  incentive  stock  options;

          (ii)     Gross  sales of Company greater than $______________ but less
than  or equal to $______________ with NPBT greater than ____% equals $20,000.00
cash  plus  5,000  incentive  stock  options;

          (iii)     Gross  sales  of  Company  greater than $______________ with
NPBT  greater  than  ____%  equals  $30,000.00  cash  plus 7,000 incentive stock
options.

          (iv)     For  purposes  of  this Section, the term "Gross Sales" shall
mean  the  gross sales of equipment, software and services by Company during the
applicable  period,  determined  on  a consolidated basis.  In making said gross
sales  determination,  all  gains  and  losses  realized  on  the  sale or other
disposition  of  Company's  assets not in the ordinary course shall be excluded.
All  refunds  or  returns  which are made during such period shall be subtracted
along  with all accounts receivable derived from such sales that are written off
during  such  period in accordance with Company's accounting system.  Such Gross
Sales  and  net  pre-tax  margin  of  Company  shall  be determined by the Chief
Financial  Officer  of  the  Company  in  accordance  with  generally  accepted
accounting  principles  and  such  determination  shall  be  final,  binding and
conclusive upon all parties hereto.  All amounts due Employee under Section 5(c)
(other  than the award of any incentive stock options) will constitute incentive
deferred  compensation which shall be payable to Employee according to the terms
and  the  Incentive  Deferred  Compensation  Agreement  attached  hereto  and
incorporated  herein as Exhibit B.  Any incentive deferred compensation shall be
fully  vested  over  a five-year period, vesting 20% per year of employment from
the  effective  date  of  this  Agreement.

          (v)     Any award of the incentive stock options to acquire the common
stock  of Company shall be made fifty percent (50%) in the shares of the Company
and  fifty  percent  (50%)  in  the  shares of the Company's subsidiary (Pomeroy
Select  Integration  Solutions,  Inc.) if it is a publicly traded entity at such
time,  as of January 5, 2001 or any other applicable date, which shall mean with
respect  to  such  shares,  the  average  between the high and low bid and asked
prices  for  such shares on the over-the-counter market on the last business day
prior  to the date on which the value is to be determined (or the next preceding
date on which sales occurred if there were no sales on such date).  In the event
the  stock  of Pomeroy Select Integration Solutions, Inc. is not publicly traded
as  of January 5, 2001, Company shall have the right to award 100% in the shares
of  the  Company (in lieu of 50%) or shall have the right to pay to Employee, in
cash,  the  fair  market  value  of such 50% of the stock options of the Company
determined  under  the Black Scholes method of valuation for stock options.  Any
options  awarded shall be subject to a vesting period determined by the Board of
Directors  of  the Company, but in no event shall said vesting period be greater
than  five  (5)  years.

          (vi)     The  parties  agree  that  in  January,  2000, January, 2001,
January,  2002  and  January,  2003,  they  will  negotiate  in  good  faith the
implementation  of  economic  criteria  for  the  earning  of incentive deferred
compensation  and  incentive  stock  option  award for  Employee for each of the
pertinent  fiscal  years  of  this  Agreement  which will be predicated upon the
attainment of Company's goals, projections and budgets established at the outset
for  such  fiscal  year  which  shall be consistent with the goals set forth for
senior  management  of  Company  for  such  year(s).  The  incentive  deferred
compensation  and  incentive  stock  option  awards  shall  be predicated on the
structure  (as  to  amounts)  used  for  the  incentive  deferred
compensation/incentive  stock  option  award  of  Company  for  the  year  2000.

          (vii)     Company  will  deliver  to Employee copies of the reports of
any  determination  made hereunder by Company for the subject period, along with
any  documentation  reasonably  requested by Employee.  Within fifteen (15) days
following  delivery to Employee of such report, Employee shall have the right to
object  in  writing  to  the results contained in such determination.  If timely
objection  is  not  made  by  Employee to such determination, such determination
shall  become  final  and  binding  for purposes of this Agreement.  If a timely
objection  is made by Employee, and the Company and Employee are able to resolve
their  differences  in writing within fifteen (15) days following the expiration
of  the  initial  15-day  period, then such determination shall become final and
binding  as  it  pertains  to  this  Agreement.  If  timely objection is made by
Employee  to  Company,  and  Employee  and  Company  are unable to resolve their
differences  in writing within fifteen (15) days following the expiration of the
initial  15-day period, then all disputed matters pertaining to the report shall
be  submitted  and  reviewed by the Arbitrator ("Arbitrator"), which shall be an
independent  accounting  firm selected by Company and Employee.  If Employee and
Company  are  unable  to  promptly  agree on the accounting firm to serve as the
Arbitrator, each shall select, by not later than fifteen (15) days following the
expiration  of  the initial fifteen (15) day period, one accounting firm and the
two  selected  accounting  firms  shall  then be instructed to select promptly a
third  accounting  firm,  such third accounting firm to serve as the Arbitrator.
The  Arbitrator  shall  consider  only  the  disputed  matters pertaining to the
determination  and  shall  act  promptly  to  resolve  all  disputed matters.  A
decision  with  respect  to all disputed matters shall be final and binding upon
Company  and  Employee.  The  expenses of Arbitration shall be borne one-half by
Employee  and  one-half by Company.  Each party shall be responsible for his/its
own  attorney  and  accounting  fees.

6.     Fringe  Benefits.  During  the  term of this Agreement, Employee shall be
       ----------------
entitled  to  the  following  benefits:

     (a)     Health  Insurance  -  Employee  shall be provided with the standard
family  medical  health  and  insurance  coverage  maintained  by Company on its
employees.  Company  and Employee shall each pay fifty percent (50%) of the cost
of  such  coverage.

     (b)     Vacation  -  Employee  shall be entitled each year to a vacation of
three weeks during which time his compensa-tion will be paid in full.  Provided,
however,  such  weeks may not be taken consecutively without the written consent
of  Company.

     (c)     Retirement  Plan  -  Employee  shall  participate,  after  meeting
eligibility requirements, in any qualified retirement plans and/or welfare plans
maintained  by  the  Company  during  the  term  of  this  Agreement.

                                        2
<PAGE>
     (d)     Other  Company Programs - Employee shall be eligible to participate
in  any  other  plans  or  programs  implemented  by  the Company for all of its
employees  with  duties  and  responsibilities  similar  to  Employee.

     (e)     Employee  shall  be responsible for any and all taxes owed, if any,
on  the  fringe  benefits  provided  to  him  pursuant  to  this  Section  6.

7.     Expenses.  During  the term of this Agreement, Employee shall be entitled
       --------
to  receive  prompt  reimbursement  for  all reasonable and customary travel and
entertainment  expenses  or  other  out-of-pocket  business expenses incurred by
Employee  in  fulfilling  the  Employee's duties and responsibilities hereunder,
including,  all  expenses  of travel and living expenses while away from home on
business  or  at the request of and in the service of the Company, provided that
such  expenses  are incurred and accounted for in accordance with the reasonable
policies  and  procedures  established  by  the  Company.

8.     Non-Competition.  Employee  expressly  acknowledges  the  provisions  of
       ---------------
Article  VII  of  the  Purchase Agreement relating to Employee's Covenant Not to
Compete  with  Company.  Accordingly,  such  provisions  of  Article  VII  are
incorporated  herein  by  reference to the extent as if restated in full herein.
In  addition  to  the  consideration  received  under  this  Agreement, Employee
acknowledges  that  as  one  of  the  owners  of the common stock of ADS, he has
received  substantial consideration pursuant to such Purchase Agreement and that
as  an  inducement  for,  and  in  consideration  of,  Company entering into the
Purchase Agreement and Company entering into this Agreement, Employee has agreed
to  be  bound  by  such  provisions  of  Article VII of the Pur-chase Agreement.
Accordingly,  such  provisions of Article VII and Exhibit D and the restrictions
on  Employee  thereby  imposed  shall  apply  as  stated  therein.

9.     Non-Disclosure  and Assignment of Confidential Information.  The Employee
       ----------------------------------------------------------
acknowledges  that  the Company's trade secrets and confidential and proprietary
information,  including  without  limitation:

     (a)     unpublished  information  concerning  the  Company's:

          (i)     research  activities  and  plans,
          (ii)    marketing  or  sales  plans,
          (iii)   pricing  or  pricing  strategies,
          (iv)    operational  techniques,
          (v)     customer  and  supplier  lists,  and
          (vi)    strategic  plans;

     (b)     unpublished  financial  information,  including  unpublished
information  concerning  revenues,  profits  and  profit  margins;

     (c)     internal  confidential  manuals;  and

     (d)     any  "material  inside  information"  as  such  phrase  is used for
purposes  of  the  Securities  Exchange  Act  of  1934,  as  amended;

all  constitute  valuable,  special  and  unique  proprietary  and  trade secret
information  of  the  Company.  In recognition of this fact, the Employee agrees
that  the  Employee  will not disclose any such trade secrets or confidential or
proprietary information (except (i) information which becomes publicly available
without  violation of this Agreement, (ii) information of which the Employee did
not know and should not have known was disclosed to the Employee in violation of
any  other person's confidentiality obligation, and (iii) disclosure required in
connection  with any legal process), nor shall the Employee make use of any such
information  for  the  benefit  of  any  person, firm, operation or other entity
except  the  Company  and  its  subsidiaries  or  affiliates.  The  Employee's
obligation  to  keep  all  of  such  information confidential shall be in effect
during  and  for  a  period  of  five  (5)  years  after  the termination of his
employment; provided, however, that the Employee will keep confidential and will
not  disclose  any  trade  secret  or similar information protected under law as
intangible  property  (subject  to  the  same  exceptions  set  forth  in  the
parenthetical  clause  above)  for  so  long  as  such  protection  under law is
extended.

10.     Termination.
        -----------

     (a)     The Employee's employment with the Company may be terminated at any
time  as  follows:

          (i)     By  Employee's  death;

          (ii)     By  Employee's  physical  or  mental disability which renders
Employee  unable  to  perform  his  duties  hereunder;

          (iii)     By  the  Company,  for  cause  upon  three (3) day's written
notice to Employee.  For purposes of this Agreement, the term "cause" shall mean
termination upon:  (i) the engaging by Employee in conduct which is demonstrably
and  materially injurious to the Company, monetarily or otherwise, including but
not  limited to any material misrepresentation related to the performance of his
duties;  (ii)  the  conviction  of Employee of a felony or other crime involving
theft  or  fraud,  (iii)  Employee's  gross  neglect,  gross misconduct or gross
insubordination  in carrying out his duties hereunder resulting, in either case,
in material harm to the Company; or (iv) any material breach by Employee of this
Agreement.  Notwithstanding  the foregoing, Employee shall not be deemed to have
been  terminated  for cause under (i) and (iv) above, unless and until there has
been  delivered  to  him  a copy of the resolution of an officer of the Company,
finding that Employee engaged in the conduct set forth above in this section and
specifying  the particulars thereof in detail, and Employee shall not have cured
or  abated  such  conduct  to  the reasonable satisfaction of the Company within
fifteen  (15)  days  of  receipt  of  such  resolution.  This provision shall be
applicable  solely to the extent the conduct to which the alleged breach relates
is  susceptible  to being cured in the reasonable determination of such officer.

     (b)     Compensation  upon  Termination:  In  the  event  of termination of
employment, the Employee or his estate, in the event of death, shall be entitled
to  his  annual base salary and other benefits provided hereunder to the date of
his  termination.  In  addition, Employee shall be entitled to receive any bonus
accrued  to  the  date  of his termination of employment as provided in Sections
5(b)  and  5(c),  which  shall  be payable (if applicable) pursuant to the terms
thereof.

11.     Disability.  In  the  event  that  Employee becomes temporarily disabled
        ----------
and/or  totally  and permanently disabled, physically or mentally, which renders
him  unable  to perform his duties hereunder, Employee shall receive one hundred
percent  (100%)  of  his  base  annual  salary  (in  effect  at the time of such
disability)  for  a  period  of  one (1) year following the initial date of such
disability  (offset  by  any  payments  to  the  Employee  received  pursuant to
disability  benefit  plans,  if  any, maintained by the Company.)  Such payments
shall  be  payable  in  twelve  consecutive equal monthly installments and shall
commence  thirty  (30)  days  after  the determination by the physicians of such
disability  as  set  forth  below.

     For  purposes of this Agreement, Employee shall be deemed to be temporarily
disabled and/or totally and permanently disabled if attested to by two qualified
physicians,  (one to be selected by Company and the other by Employee) competent
to  give  opinions in the area of the disabled Employee's physical and/or mental
condition.  If the two physicians disagree, they shall select a third physician,
whose  opinion  shall  control.  Employee  shall  be  deemed  to  be temporarily
disabled  and/or totally and permanently disabled if he shall become disabled as
a  result of any medically determinable impairment of mind or body which renders
it  impossible for such Employee to perform satisfactorily his duties hereunder,
and  the  qualified  physician(s) referred to above certify that such disability
does,  in fact, exist.  The opinion of the qualified physician(s) shall be given
by  such  physician(s), in writing directed to the Company and to Employee.  The
physician(s) decision shall include the date that disability began, if possible,
and  the  12th  month  of  such  disability,  if possible.  The decision of such
physician(s)  shall  be  final  and  conclusive and the cost of such examination
shall  be  paid  by  Company.

12.     Severability.  In  case any one (1) or more of the provisions or part of
        ------------
a  provision contained in this Agreement shall be held to be invalid, illegal or
unenforceable  in  any  respect, such invalidity, illegality or unenforceability
shall  not  affect any other provision or part of a provision of this Agreement.
In  such  a situation, this Agreement shall be reformed and construed as if such
invalid,  illegal  or unenforceable provision, or part of a provision, had never
been  contained  herein, and such provision or part shall be reformed so that it
will  be  valid,  legal  and  enforceable  to  the  maximum  extent  possible.

13.     Governing Law.  This Agreement shall be governed and construed under the
        -------------
laws  of  the State of Ohio and shall not be modified or discharged, in whole or
in  part,  except  by  an  agreement  in  writing  signed  by  the  parties.

14.     Notices.  All  notices,  requests,  demands  and  other  communications
        -------
relating  to this Agreement shall be in writing and shall be deemed to have been
duly  given  if  delivered personally or mailed by certified or registered mail,
return  receipt  re-quested,  postage  prepaid to the following addresses (or to
such other address for a party as shall be specified by notice pursuant hereto):

     If to Company, to:   Pomeroy  Computer  Resources,  Inc.
                          1020  Petersburg  Road
                          Hebron,  Kentucky  41048

     With  a  copy  to:   James  H.  Smith  III,  Esq.
                          Lindhorst  &  Dreidame  Co.,  L.P.A.
                          312  Walnut  Street,  Suite  2300
                          Cincinnati,  Ohio  45202

     If to Employee, to:  the  Employee's  residential  address,  as
                          set  forth  in  the  Company's  records

15.     Enforcement  of Rights.  The parties expressly recognize that any breach
        ----------------------
of  this  Agreement by either party is likely to result in irrevocable injury to
the  other  party  and  agree  that such other party shall be entitled, if it so
elects,  to  institute  and  prosecute  proceedings  in  any  court of competent
jurisdiction  in  Franklin  County,  Ohio, either at law or in equity, to obtain
damages for any breach of this Agreement, or to enforce the specific performance
of  this  Agreement  by  each  party  or  to enjoin any party from activities in
violation  of  this  Agreement.  Should  either  party  engage in any activities
prohibited  by  this Agreement, such party agrees to pay over to the other party
all  compensation,  remuneration,  monies  or  property  of any sort received in
connection  with  such  activities.  Such payment shall not impair any rights or
remedies  of  any  non-breaching  party  or  obligations  or  liabilities of any
breaching  party  pursuant  to  this  Agreement  or  any  applicable  law.

16.     Entire Agreement.  This Agreement and the Purchase Agreement referred to
        ----------------
herein  contain  the  entire  understanding  of  the parties with respect to the
subject  matter  contained herein and may be altered, amended or superseded only
by  an agreement in writing, signed by the party against whom enforcement of any
waiver,  change,  modification,  extension  or  discharge  is  sought.

17.     Parties  in  Interest.
        ---------------------

     (a)     This Agreement is personal to each of the parties hereto.  No party
may  assign  or  delegate  any  rights  or  obligations  hereunder without first
obtaining the written consent of the other party hereto; provided, however, that
nothing  in  this  Section  16  shall  preclude  (i) Employee from designating a
beneficiary  to  receive  any  benefit payable hereunder upon his death, or (ii)
executors,  administrators,  or  legal representatives of Employee or his estate
from  assigning  any  rights  hereunder  to  person or persons entitled thereto.
Notwithstanding the foregoing, this Agreement shall be binding upon and inure to
the  benefit  of  any  successor  corporation  of  Company

     (b)     The Company will require any successor (whether direct or indirect,
by  purchase, merger, consolidation or otherwise) to all or substantially all of
the  assets  of the Company or the business with respect to which the duties and
responsibilities  of  Employee  are principally related, to expressly assume and
agree  to  perform this Agreement in the same manner and to the same extent that
Company  would  have been required to perform it if no such succession had taken
place.  As  used  in  this  Agreement  "Company"  shall  mean  the  Company  as
hereinbefore  defined  and  any  successor  to  its  business  and/or  assets as
aforesaid  which  executes and delivers the assumption agreement provided for in
this Section 16 or which otherwise becomes bound by all the terms and provisions
of  this  Agreement  by  operation  of  law.

18.     Representations  of  Employee.  Employee represents and warrants that he
        -----------------------------
is  not  party  to  or  bound  by  any  agreement  or contract or subject to any
restrictions  including without limitation any restriction imposed in connection
with  previous  employment  which  prevents  Employee  from  entering  into  and
performing  his  obligations  under  this  Agreement.

19.     Counterparts.  This Agreement may be executed simulta-neously in several
        ------------
counterparts,  each  of  which  shall be deemed an original part, which together
shall  constitute  one  and  the  same  instrument.

IN  WITNESS  WHEREOF,  this Agreement has been executed effec-tive as of the day
and  year  first  above  written.

WITNESSES:                          COMPANY:
                                    POMEROY  COMPUTER  RESOURCES,  INC.
__________________________

__________________________          By:_________________________________
                                    Stephen  E.  Pomeroy
                                    Chief  Financial  Officer


                                     EMPLOYEE:
__________________________

__________________________          ____________________________________

                                    THOMAS  F.  SCHNEIDER

                                        3
<PAGE>