GENERAL BILL OF SALE AND ASSIGNMENT
                                                           
                                                           
                                                           


          KNOW ALL MEN BY THESE PRESENTS:

          That Commercial Business Systems,  Inc., a Virginia  corporation,
          ("Company") for  good and  valuable consideration  received  from
          Pomeroy  Computer   Resources,  Inc.,   a  Delaware   corporation
          ("Purchaser"), does  hereby, in  accordance  with the  terms  and
          conditions of the Asset Purchase Agreement, dated March ___, 1998
          (the "Agreement"), by  and between Company  and Purchaser,  sell,
          assign, transfer, convey, deliver  and confirm to Purchaser,  its
          successors and assigns, or its  nominee, those certain assets  of
          Company ("Purchased Assets")  described in the  Agreement as  the
          Purchased Assets, relating to Company's Business, which Purchased
          Assets shall include without limitation:

               The Purchased Assets  but excluding the  Excluded Assets  as
               defined in the Agreement. 

          TO HAVE  AND TO  HOLD to  Purchaser, its  successors and  assigns
          forever.

          Company hereby represents,  warrants and covenants  that, at  and
          until delivery  of  this General  Bill  of Sale  and  Assignment,
          Company has good  and marketable title  to the Purchased  Assets,
          free  and   clear  of   any   imperfections  of   title,   liens,
          encumbrances, charges, equities  or restrictions,  of any  nature
          whatsoever; that  from  and  after the  delivery  by  Company  to
          Purchaser of this General Bill of Sale and Assignment,  Purchaser
          will own the Purchased Assets and have good and marketable  title
          thereto, free and  clear of  any imperfections  of title,  liens,
          encumbrances, charges,  equities or  restrictions of  any  nature
          whatsoever.

          Company, for  itself and  its successors,  further covenants  and
          agrees that, in  the event there  are any  such Purchased  Assets
          covered by this General Bill of Sale and Assignment which  cannot
          be transferred or assigned by it without the consent of or notice
          to a third party and in respect of which any necessary consent or
          notice has not at  the date of delivery  of this General Bill  of
          Sale and  Assignment  been  given  or  obtained,  the  beneficial
          interest in and to the asset/contract  shall, in any event,  pass
          hereby to Purchaser, and Company,  for itself and its  successors
          and assigns, covenants and agrees (i) to hold and hereby declares
          that it holds  such Purchased  Assets in  trust for  and for  the
          benefit  of  Purchaser,  its  successors  and  assigns;  (ii)  if
          requested by Purchaser, Company  will use all reasonable  efforts
          to obtain and  secure such  consents to  transfer such  Purchased
          Assets; and (iii) to make or complete such transfer or  transfers
          as soon as reasonably possible.

          Company hereby further covenants  that it will,  at any time  and
          from time  to time,  at the  request  of Purchaser,  execute  and
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          deliver to Purchaser any new  or confirmatory instrument and  all
          other and  further  instruments necessary  or  convenient,  which
          Purchaser may reasonably request, to vest in Purchaser  Company's
          full right, title  and interest  in or  to any  of the  Purchased
          Assets, or to enable  Purchaser to realize  upon or otherwise  to
          enjoy any such property, assets or rights or to carry into effect
          the intent or purpose hereof.

          This  General  Bill  of   Sale  and  Assignment,  being   further
          documentation  of  the  transfers,  conveyances  and  assignments
          provided in the Agreement,  does not expand  or limit the  rights
          and obligations provided in said Agreement.

          This instrument shall be  binding upon, inure  to the benefit  of
          and be  enforceable  by  the  Company  and  Purchaser  and  their
          respective successors and assigns.

          Any capitalized terms  used, but not  defined herein, shall  have
          the definition set forth in the Agreement.

          IN WITNESS WHEREOF, Commercial Business Systems, Inc. has  caused
          this instrument  to be  executed by  its officer  thereunto  duly
          authorized as of this ____ day of March, 1998.

          Signed and delivered in            COMMERCIAL  BUSINESS  SYSTEMS,
          INC.,
          the presence of                    a Virginia corporation


          _________________________          By:
          _______________________________
                                                      Thomas  M.   Clayton,
          President

          _________________________


          STATE OF OHIO
          COUNTY OF HAMILTON, ss

               BE IT REMEMBERED,  that on this  _____ day  of March,  1998,
          before me,  the undersigned,  a Notary  Public  in and  for  said
          County, personally appeared Thomas  M. Clayton, who  acknowledged
          himself to be the President of Commercial Business Systems, Inc.,
          a Virginia  corporation, and  that he,  as such  President  being
          authorized to do  so, executed the  foregoing instrument for  the
          purposes  therein  contained,   by  signing  the   name  of   the
          corporation by himself as President.

               IN WITNESS WHEREOF, I have  hereunto subscribed my name  and
          affixed my notarial seal on the day and year last above written.



               ____________________________________
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