THE  OBLIGATION REPRESENTED BY THIS INSTRUMENT IS SUBJECT  TO  THE
TERMS OF A SUBORDINATION AGREEMENT DATED JULY 24, 1997 IN FAVOR OF
THE  STAR BANK, NATIONAL ASSOCIATION TO WHICH REFERENCE IS  HEREBY
MADE,  RESTRICTING THE RIGHTS OF THE MAKER OR DRAWER  AND  OF  ANY
HOLDER  WITH  RESPECT TO PAYMENTS ON ACCOUNT OF THE PRINCIPAL  AND
INTEREST HEREOF.


                                 SUBORDINATED PROMISSORY NOTE


$801,240.00
Cincinnati, Ohio
                                                     July 24, 1997

  1.   FOR  VALUE  RECEIVED, POMEROY COMPUTER RESOURCES,  INC.,  a
Delaware corporation (hereinafter, together with its successors in
title  and  assigns, called the "Borrower") does hereby absolutely
and  unconditionally  promise to pay to  the  order  of  MICROCARE
COMPUTER  SERVICES, INC., an Indiana corporation  ("Lender"),  the
sum  of  Eight  Hundred  One Thousand Two  Hundred  Forty  Dollars
($801,240.00), together with interest on the outstanding principal
balance from the date hereof, at the rate specified below.

2.    Interest shall accrue at the rate of the prime rate of  Star
Bank,  National  Association  as of the  date  hereof  per  annum.
Interest on the unpaid principal balance of this note shall be due
and  payable  quarterly with the first interest  payment  due  and
payable ninety (90) days from the date hereof and on the _____ day
of  each  successive quarter thereafter.  Such interest  shall  be
paid  on  actual daily balances of outstanding principal  for  the
exact  number of days such principal remains outstanding and shall
be  computed on the basis of a three hundred sixty (360) day year.
Principal shall be paid in three (3)  equal annual installments of
Two  Hundred  Sixty-Seven  Thousand Eighty  Dollars  ($267,080.00)
commencing  on  the  first  Anniversary  Date  of  this  Note  and
continuing on the next two (2) successive Anniversary Dates  until
paid  in full.  If any installment of principal or interest  under
this  Note  is  payable on a day other than a  Business  Day,  the
maturity  of  such  installment shall  be  extended  to  the  next
succeeding Business Day, and interest shall be payable during such
extension of maturity.

  3.   All  payments received hereunder shall be applied first  to
interest  and  then  to principal.  Subject to  the  Subordination
Agreement, as defined below, this Note may be prepaid, in whole or
in part, at any time, without penalty.

  4.   This Note and all obligations of the Borrower hereunder are
subordinated and made junior in right of payment to the extent and
in the manner provided in the Subordination Agreement of even date
herewith  (the  "Subordination  Agreement")  between  Star   Bank,
National  Association, the Lender and the Borrower and  no  action
may be taken by the Lender except in accordance with the terms  of
such Subordination Agreement as long as it is in effect.

  5.   Upon the occurrence of an Event of Default and at any  time
thereafter prior to such Event of Default being cured, the  entire
principal amount outstanding under this Note, and accrued interest
thereon irrespective of the maturity date specified herein,  shall
at  once  become due and payable, at the option of the Lender  and
the Lender shall have the remedies set forth in the Asset Purchase
Documents and Subordination Agreement.  During the continuance  of
any  Event  of  Default,  all principal  evidenced  by  this  Note
(whether  for  principal  or  otherwise)  shall  (to  the   extent
permitted by applicable law) bear interest at the annual  rate  of

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twelve  percent  (12%) (the "Default Rate").  The unpaid  interest
accrued  during  the continuation of any Event of Default  on  the
indebtedness  evidenced  by this Note (whether  for  principal  or
otherwise)  in  accordance  with  the  foregoing  terms  of   this
paragraph  shall become and be absolutely due and payable  by  the
Borrower to the Lender hereof on demand by the Lender of this Note
at any time.  Interest will continue to accrue at the Default Rate
on  all  indebtedness evidenced hereby until the Event of  Default
shall be cured or otherwise remedied.

  6.   This  Note is issued pursuant and subject to the terms  and
conditions of the Asset Purchase Agreement.  This Note is  subject
to  all  terms  and  conditions set forth in  the  Asset  Purchase
Documents,  including, but not limited to, terms  of  default  and
rights of acceleration, if any.  The terms and conditions of  said
Asset  Purchase  Documents are incorporated herein  by  reference.
Any  holder  of  this Note is subject to all claims  and  defenses
which  the  Borrower could pursue against Lender under  the  Asset
Purchase Agreement.

7.   When this Note becomes due, by acceleration or otherwise, the
Lender may, at its option, subject to the Subordination Agreement,
demand,  sue for, collect or make any compromise or settlement  it
deems  desirable  with  reference to  property  held  as  security
herefor.   The  failure  to exercise any  option  to  declare  the
maturity hereof or to exercise any other rights under any  of  the
covenants  or conditions contained in the Asset Purchase Documents
shall  not  be  taken or deemed to be a waiver  of  the  right  to
exercise  such  option  or  to declare  such  maturity  after  any
subsequent  violation of any such covenants  or  conditions.   All
remedies  provided  for herein upon any default  by  the  Borrower
shall be cumulative and not exclusive.

8.    Notwithstanding  the above, pursuant to the  Asset  Purchase
Agreement,   Lender  made  certain  representations,   warranties,
covenants and agreements with and to the Borrower.  Lender  agrees
that  if  the  Borrower  is entitled to indemnification  from  the
Lender  under  the Asset Purchase Agreement or any  other  of  the
Asset  Purchase Documents, the amount of such indemnification  due
from  Lender may be set off against the amounts payable  hereunder
if  permitted  under  the  Asset Purchase Agreement,  being  first
applied to interest and the withholding all or any part of payment
due  hereunder  as  a  result of such  a  set  off  shall  not  be
considered an Event of Default hereunder.  Lender agrees that  the
amount  to  which  the Borrower may be entitled  to  recover  from
Lender shall not be limited by either the amount paid or due to be
paid to Lender hereunder or by the terms of this Note but shall be
governed by the terms of the Asset Purchase Documents.

  9.   The  provisions  of this Note and the  obligations  of  the
Borrower  hereunder  shall  in all respects  be  governed  by  and
interpreted and determined in accordance with the internal laws of
the  State  of  Indiana.  BORROWER AND THE LENDER AGREE  THAT  ANY
ACTION  OR  PROCEEDING COMMENCED BY OR ON BEHALF  OF  THE  PARTIES
ARISING  OUT  OF OR RELATING TO THIS NOTE SHALL BE  COMMENCED  AND
MAINTAINED EXCLUSIVELY IN THE DISTRICT COURT OF THE UNITED  STATES
OF  THE  APPLICABLE  DISTRICT OF INDIANA, OR ANY  OTHER  COURT  OF
APPLICABLE JURISDICTION LOCATED IN INDIANAPOLIS, INDIANA.

10.   The rights of the Lender hereunder are fully assignable  and
transferrable, except that any assignment and/or transfer made  to
a competitor of Borrower shall be made only with the prior written
approval  of  Borrower, which approval shall not  be  unreasonably
withheld.   A competitor of Borrower is any individual  or  entity
that  engages  in  the  leasing  or selling  of  computers  and/or
computer equipment.

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11.   The  Borrower hereby unconditionally and irrevocably  waives
demand,  notice of acceptance, presentment for payment, notice  of
dishonor, notice of nonpayment, protest, and notice of protest  in
connection  with  the  delivery,  acceptance,  collection   and/or
enforcement of this Note.

12.   Should  all  or any part of the indebtedness represented  by
this  Note  be  collected  by action in  law,  or  in  bankruptcy,
insolvency,  receivership or other court  proceedings,  or  should
this Note be placed in the hands of attorneys for collection after
the  occurrence  of  an  Event  of Default,  the  Borrower  hereby
promises  to  pay to the Lender of this Note, upon demand  by  the
Lender  hereof at any time, in addition to principal and  all  (if
any)  other amounts payable on or in respect of this Note  or  the
indebtedness  evidenced  hereby, all court  costs  and  reasonable
attorneys'  fees and all other reasonable collection  charges  and
expenses incurred or sustained by the Lender of this Note.

13.   If for any circumstances whatsoever, the fulfillment of  any
provision of this Note involves transcending the limit of validity
prescribed by any applicable usury statute or any other applicable
law  with regard to obligations of like character and amount, then
the  obligation to be fulfilled will be reduced to  the  limit  of
such  validity as provided in such statute of law, so that  in  no
event  shall any exaction of interest be possible under this  Note
in  excess  of the limit of such validity.  In no event shall  the
Borrower be bound to pay interest of more than the legal limit for
the  use,  forbearance or detention of money,  and  the  right  to
demand any such excess is hereby expressly waived by the Lender.

14.   No  delay or omission of the holder of this Note to exercise
any  right or power arising from any default shall impair any such
right or power or be considered to be a waiver of any such default
or any acquiescence therein, nor shall the action or non-action of
the  holder in case of default on the part of the Borrower  impair
any right or power resulting therefrom.

15.   As used herein, the following terms shall have the following
meanings, respectively:

      (a)   "Anniversary Date" - July 24, 1998 and each July  24th
thereafter.

       (b)   "Asset  Purchase  Agreement"  -  The  Asset  Purchase
Agreement  by,  between  and  among  the  Borrower,  the   Lender,
Microcare,  Inc., an Indiana corporation, and Robert L. Versprille
dated July 24, 1997.

       (c)   "Asset  Purchase  Documents"  -  The  Asset  Purchase
Agreement and any employment agreements or subordination agreement
between and among the parties to the Asset Purchase Agreement.

      (d)   "Business  Day" - Means a day other than  a  Saturday,
Sunday or legal holiday under the laws of the State of Indiana.

     (e)  "Event of Default" -

           (i)   The  failure of Borrower to make any  payment  of
principal or interest due under this Note for a period of ten (10)
days after such payment is due; or

           (ii) A default under the Senior Debt loan documentation
that  has  been  declared  in writing, remains  uncured  past  any
applicable  cure period, and results in the declared  acceleration
of the Senior Debt.


           (iii)      Borrower shall (A) have an order for  relief
entered with respect to  it under the Federal Bankruptcy Code, (B)
make  an  assignment for the benefit of creditors, (C) apply  for,
consent  to,  or  acquiesce  in, the appointment  of  a  receiver,
custodian,  trustee, examiner, liquidator or similar official  for
it  or any substantial part of its property, or (D) institute  any
proceeding  seeking  any  order  for  relief  under  the   Federal
Bankruptcy  Code  or  seeking  to  adjudicate  it  a  bankrupt  or
insolvent,   or  seeking  dissolution,  winding  up,  liquidation,
reorganization,   rehabilitation,   arrangement,   adjustment   or
composition  of  it  or  its debtors under  any  law  relating  to
bankruptcy, insolvency or reorganization or relief of  debtors  or
fail  to  file  an answer or other pleading denying  the  material
allegations  of  any  such proceeding filed  against  it,  or  (E)
dissolve   or   suspend  operations  as  presently  conducted   or
discontinue doing business as a going concern; or

           (iv)  without the application, approval or  consent  of
Borrower,  a  receiver, trustee, examiner, liquidator  or  similar
official  shall be appointed for Borrower or any substantial  part
of  Borrower's  property, or a proceeding described in  subsection
(iii)  above  shall  be  instituted  against  Borrower  and   such
appointment  continues undischarged or such  proceeding  continues
undismissed  or  unstayed for a period of sixty  (60)  consecutive
days.

      (f)   "Senior Debt" - The Debt of the Borrower to Star Bank,
National Association, as set forth in the Subordination Agreement.

WITNESSES:                         BORROWER

                                     Pomeroy  Computer  Resources,
Inc.

_____________________________


                                                               By:
_____________________________


_____________________________                                 Its:
_____________________________

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