AGREEMENT
                                              
                                              
                                              


          This Agreement  made and  entered into  this ____  day of  March,
          1998, by and between THOMAS  M. CLAYTON (hereinafter referred  to
          as "Owner") and POMEROY COMPUTER  RESOURCES OF, 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  COMMERCIAL  BUSINESS  SYSTEMS,  INC.
          ("Company_), for the  acquisition of certain  of its assets  (the
          _Business_); and

          WHEREAS, Owner owns ninety percent (90%) of the outstanding stock
          of Company;

          WHEREAS, Purchaser would not have entered into the Asset Purchase
          Agreement with Company without the consent of Owner to enter into
          this covenant not to compete agreement;

          WHEREAS, pursuant to Sections 7.1 and 14.2(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 Company (90%  of the stock of  which
               is owned by Owner),  Owner covenants and  agrees that for  a
               period equal to the later of five (5) years from the closing
               of the Asset Purchase Agreement of even date or one (1) year
               after the termination of  Owner's employment with  Purchaser
               pursuant to the  terms of  an Employment  Agreement of  even
               date, Owner will not, or with any other person,  corporation
               or  entity,  directly  or  indirectly,  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; or

               (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; or
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               (c)  Engage in the  Business of  Purchaser in  any state  in
                    which Purchaser  or  its  subsidiaries  has  an  office
                    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; or

               (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 or from taking any action  described
                    in items 1(b)-(d) above for the benefit of or on behalf
                    of Purchaser or any of its subsidiaries.  In  addition,
                    nothing in  this Agreement  shall prohibit  Owner  from
                    continuing  to  own  shares  in  Company  which   shall
                    continue to engage in its depot repair and refurbishing
                    of products business  for the telephone  industry.   In
                    addition,  the   pursuing  of   a  potential   business
                    relationship with Bell Atlantic  by Company, which,  if
                    effectuated, will  be  implemented  through  Purchaser,
                    shall not be precluded by this Agreement. 

               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;

               (iii)     Sale, servicing  or  supporting  of  microcomputer
                    products  and  microcomputer   support  solutions   and
                    computer integration products,  peripheral devices  and
                    related products, and the sale of networking  services;
                    and



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               (iv) Any other  business activity  which can  reasonably  be
                    determined  to  be   competitive  with  the   principal
                    business activity being engaged in by Purchaser or  any
                    of its subsidiaries. 

               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 Owner's Business 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 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 length of time  and
               geographic area embraced therein, and agrees that  irrespec-
               tive 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 the  legitimate
               business interests 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  relationships  with
               specific prospective or existing customers or clients;  (iv)
               client or  customer good  will associated  with an  on-going
               business by way of trade name, trademark, or service mark, 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 Paragraph  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 reason-
               ableness 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



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               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 the consideration paid by the Purchaser to Company
               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.
          4.   This Agreement  shall be  construed in  accordance with  and
               governed by the laws of the Commonwealth of Kentucky,  which
               is the state in which the corporate headquarters of  Pomeroy
               are located. 
           

          IN WITNESS WHEREOF, the parties hereto have executed this  Agree-
          ment on the day and year first above written.


                                        __________________________________
                                        THOMAS M. CLAYTON

                                        POMEROY COMPUTER RESOURCES , INC.


                                        By:________________________________
                                        STEPHEN E. POMEROY, Chief Financial
          Officer






















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<PAGE>







                                      EXHIBIT A
                                              
                                              
                                              

                               STATES IN WHICH POMEROY
                            AND/OR ITS PARENT CORPORATION
                        AND/OR SUBSIDIARIES TRANSACT BUSINESS

    
                    1.   Alabama
                    2.   Florida
                    3.   Georgia
                    4.   Indiana
                    5.   Illinois
                    6.   Iowa
                    7.   Kentucky
                    8.   North Carolina
                    9.   Ohio
                   10.   Oklahoma
                   11.   South Carolina
                   12.   Tennessee
                   13.   Texas
                   14.   Virginia
                   15    West Virginia