POMEROY COMPUTER RESOURCES, INC.
                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


     This First Amendment to Employment Agreement ("First Amendment") is made as
of  the  ____ day of ____________________, 2002, by and between POMEROY COMPUTER
RESOURCES,  INC.,  a  Delaware  corporation  ("Company"),  and TIMOTHY E. TONGES
("Employee").

     WHEREAS, on the 31st day of May, 2001, the Company and Employee executed an
Employment  Agreement  ("Agreement")  whereunder Employee agreed to serve as the
Company's Executive Vice President of Sales and Operations pursuant to the terms
thereof;  and

          WHEREAS,  Company  and  Employee  now  desire to enter into this First
Amendment  to Employment Agreement to provide Employee with continued employment
with  the  Company  and  additional  responsibilities,  duties,  benefits  and
compensation  incident  thereto.

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

1.   Section  2  of  the  Agreement  shall  be  amended  as  follows:

2.   Term.  The  term  of Employee's employment pursuant to this First Amendment
     ----
     shall begin on the date first written above and shall continue for a period
     of  three  (3)  years thereafter, unless terminated earlier pursuant to the
     provisions  of  Section  10  of the Agreement, provided that Sections 8, 9,
     10(b),  11,  if  applicable,  and 12, if applicable, of the Agreement shall
     survive  the  termination of such employment and shall expire in accordance
     with  the  terms  set  forth  therein.

3.   Section  5  shall be amended by deleting Sections 5(a), 5(d)(ii), 5(e), and
     5(g)  of  the  Agreement  in  their  entirety  and  replacing them with the
     following:


     5.   Compensation.  For all services rendered by the Employee, compensation
          ------------
          shall  be  paid  to  Employee  as  follows:

               (a)  Base Salary. Effective March 1, 2002, Employee's base annual
                    -----------
               salary  shall  be  $225,000.00.  Employee shall be entitled to an
               increase  in  his  annual  base  salary, in the event the Company
               meets  or  exceeds  the  following  net  profit  before  taxes
               thresholds:  (1)  if Company's net profit before taxes for fiscal
               year  2002  is  greater  than 4.5% during that period, Employee's
               annual  base  salary  for the second year of this First Amendment
               shall  be  automatically  increased  by  $25,000.00;  and  (2) if
               Company's net profit before taxes for fiscal year 2003 is greater
               than  5.0%  during that period, Employee's annual base salary for
               the  final  year of the initial term of this three (3) year First
               Amendment  shall  be  automatically  increased  by  $25,000.00.


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               (d)  Quarterly  Bonus  based  on  NPBT.
                    ----------------------------------
                        (ii)  Employee  shall  also  be  eligible  to  receive a
               quarterly  bonus  if  Company's  net profit before taxes ("NPBT")
               meet  or  exceed  certain thresholds, which are more particularly
               set  forth  herein  below.  If  Company's NPBT for the applicable
               quarter  is  greater  than  4.0%,  Employee  shall be entitled to
               receive  a cash bonus of $15,000.00 for the quarter; if Company's
               NPBT  for  the applicable quarter is greater than 4.50%, Employee
               shall  be  entitled to receive a cash bonus of $25,000.00; or, if
               Company's  NPBT  is greater than 5.0%, Employee shall be entitled
               to receive a cash bonus of $35,000.00. In the event Company fails
               to  attain  the  NPBT  thresholds  referenced hereinabove for the
               applicable  quarter,  Employee  shall  not  be  eligible  for  or
               entitled  to  any  bonus  hereunder. The quarterly bonus schedule
               provided  in this Section shall be in effect for fiscal year 2002
               only.  For  each  subsequent  year  of  this First Amendment, the
               parties  shall,  in good faith, negotiate and agree upon criteria
               for  any  such  quarterly  NPBT  related  bonuses.


               (e)  Year  End  Bonus  based  on  Company's  Performance/Results.
                    -----------------------------------------------------------
               Employee  shall  be  eligible  to  receive  a  year  end bonus in
               accordance  with  the  following  schedule so long as (1) Company
               achieves  a  net  profit before taxes ("NPBT") greater than 4.25%
               for  fiscal year 2002; (2) the Company's Core Services, excluding
               extended  warranties  and  cabling,  are equal to or greater than
               $107,000,000.00;  and  (3) Company's gross sales are in excess of
               the  following  thresholds:  If  Company generates gross sales in
               excess of $870,000,000.00 for fiscal year 2002, Employee shall be
               entitled to receive $100,000.00 in cash or stock and 25,000 stock
               options;  if  Company  generates  gross  sales  in  excess  of
               $900,000,000.00  for fiscal year 2002, Employee shall be entitled
               to receive $125,000.00 in cash or stock and 35,000 stock options;
               or  if Company generates gross sales in excess of $930,000,000.00
               for  fiscal  year  2002,  Employee  shall  be entitled to receive
               $150,000.00  in  cash or stock and 50,000 stock options. Employee
               understands  and acknowledges that payment of fifty percent (50%)
               of  any  cash  bonus deemed earned by Employee hereunder shall be
               deferred  and  subject  to  a  five  (5)  year  vesting schedule.
               Employee  further  understands  and  acknowledges  that any stock
               options  awarded  hereunder  shall be subject to a three (3) year
               vesting  schedule.  Any such stock option awards made pursuant to
               this  Section 5(e) shall be made subject to any and all terms and
               conditions  contained  in  the  Company's  1992 Non-Qualified and
               Incentive  Stock  Option  Plan  and  the Award Agreement incident
               thereto.  Any  such  award  shall  grant  Employee  the option to
               acquire  a  certain  amount of common stock of the Company at the
               fair market value of such common stock as of the applicable date.
               For  the  purposes of this First Amendment, the fair market value
               as  of  the applicable date shall mean with respect to the common
               shares,  the  average between the high and low bid and ask 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). The year-end bonus schedule
               provided  in this Section shall be in effect for fiscal year 2002
               only.  For  each  subsequent  year  of  this First Amendment, the
               parties  shall,  in good faith, negotiate and agree upon year-end
               criteria  for  any  such  year-end  bonuses.


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               (g)  Signing  Bonus.
                    ---------------

                    (i)  The  Company  hereby  agrees to provide Employee with a
                    signing  bonus,  in  the  form  of  25,000 stock options, as
                    additional  consideration for his execution of and agreement
                    to  the  terms  of  this  First  Amendment  to  Employment
                    Agreement.  Employee understands that the Company's award of
                    such  stock options is contingent upon his execution of this
                    First Amendment with the Company and that the award shall be
                    made subsequent to the execution hereof as follows: Employee
                    shall  be  awarded  the right to acquire 25,000.00 shares of
                    common  stock, .01 par value, of Pomeroy Computer Resources,
                    Inc.,  subject  to a three (3) year vesting schedule and any
                    other  conditions  contained  in  the  Pomeroy  Computer
                    Resources,  Inc.,  Non-Qualified  and Incentive Stock Option
                    Plan  and  the  Award  Agreement.  Such  award  of the stock
                    options  to  acquire  the  common  stock of Pomeroy Computer
                    Resources,  Inc.,  shall be at the fair market value of such
                    common stock as of the applicable date. For purposes of this
                    First  Amendment, the fair market value as of the applicable
                    date  shall  mean  with  respect  to  the common shares, the
                    average between the high and low bid and ask 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).

                    (ii)  Furthermore,  so  long as Employee remains employed by
                    the  Company  during  the  term  of this First Amendment, he
                    shall  be  awarded (a) the right to acquire 25,000 shares of
                    common stock, $.01 par value, of Pomeroy Computer Resources,
                    Inc.,  at  the end of the second year of the initial term of
                    this  First  Amendment;  and (b) the right to acquire 25,000
                    shares  of common stock, $.01 par value, of Pomeroy Computer
                    Resources, Inc., at the end of the third year of the initial
                    term  of  this  First  Amendment.  Employee acknowledges and
                    understands  that  any  such  stock  options  awarded to him
                    hereunder  at  the  end  of the second and third year of the
                    initial  term  of this First Amendment shall be subject to a
                    three  (3)  year  vesting  schedule and any other conditions
                    contained  in  the  Pomeroy  Computer  Resources,  Inc.,
                    Non-Qualified  and Incentive Stock Option Plan and the Award
                    Agreement.  Such  award  of the stock options to acquire the
                    common  stock  of Pomeroy Computer Resources, Inc., shall be
                    at  the  fair  market  value  of such common stock as of the
                    applicable  date.  For purposes of this First Amendment, the
                    fair  market value as of the applicable date shall mean with
                    respect  to  the common shares, the average between the high
                    and  low  bid  and  ask  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).


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4.    Section  5  of  the Agreement shall be amended by adding the following new
      subsection  (d)(iv)  as  provided  below:

               5(d)(iv)   Quarterly  Bonus  based  on  Core  Services Revenues.
                          -----------------------------------------------------
          During  fiscal  year  2002,  Employee  shall  be eligible to receive a
          quarterly  bonus  based  upon  the  gross  sales of the Company's Core
          Service  offerings,  which  shall not include the sale of manufacturer
          extended  warranties  and/or  cabling  revenues,  as  follows:  if the
          Company's  gross  sales for Core Services are equal to or greater than
          $26,000,000.00  for the applicable quarter, Employee shall be entitled
          to  receive  a  cash bonus of $15,000.00; if the Company's gross sales
          for  Core Services are equal to or greater than $28,000,000.00 for the
          applicable quarter, Employee shall be entitled to receive a cash bonus
          of  $25,000.00; or, if the Company's gross sales for Core Services are
          equal to or greater than $30,000,000.00, Employee shall be entitled to
          receive  a  cash  bonus  of  $35,000.00.  The quarterly bonus schedule
          provided in this Section shall be in effect for fiscal year 2002 only.
          For  each  subsequent year of this First Amendment, the parties shall,
          in  good  faith,  negotiate  and  agree  upon  criteria  for  any such
          quarterly  bonuses  related  to  Core  Services  Revenues.

5.   Section  5  of  the  Agreement shall be amended by adding the following new
     subsection  (d)(v)  as  provided  below:

               5(d)(v).  Quarterly  Bonus - Management Based Objective ("MBO").
                         -----------------------------------------------------
          Employee  shall  be  eligible  to  receive a quarterly bonus as stated
          below  for each quarter of fiscal 2002 if the cumulative dollar amount
          of  the  Company's total outstanding Account Receivables, as such term
          is  more particularly defined herein below, is less than the following
          thresholds: If the Company's total outstanding Account Receivables are
          less than $35,000,000.00 for the applicable quarter, Employee shall be
          entitled  to  receive  a cash bonus of $7,500.00; or, if the Company's
          total outstanding Account Receivables are less than $30,000,000.00 for
          the  applicable  quarter, Employee shall be entitled to receive a cash
          bonus  of  $10,000.00;  or, if the Company's total outstanding Account
          Receivables  are  less than $25,000,000.00 for the applicable quarter,
          Employee  shall be entitled to receive a cash bonus of $15,000.00. For
          purposes  of  this  MBO bonus provision, the capitalized term "Account
          Receivables"  shall  be  defined  as  all  receivables  related to the
          following  Company  accounts,  without  regard  to  and  excluding any
          reserves  established on the Company's books for such accounts: rebate
          receivables,  receivables related to product returns, price protection
          receivables,  NSN  receivables,  deposits,  warranty/cross-ship
          reimbursement  receivables,  employee receivables, receivables related
          to  leases  and  tax related receivables arising thereunder, marketing
          receivables,  and other miscellaneous account receivables. In no event
          shall  the term "Account Receivables," as defined hereinabove, include
          receivables related to the Company's customer trade accounts. This MBO
          bonus, as provided for hereinabove, shall be in effect for fiscal year
          2002  only.

6.    Section  6(g)  of  the  Agreement  shall  be  amended  as  follows:

          6(g)  Club  Membership  Dues.  Effective  March  1,  2002,  Employee
                ----------------------
          acknowledges,  agrees  and  understands that the Company shall suspend
          this


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          Section  6(g) of the Agreement and the Company shall not provide or be
          required to provide any further payment for Employee's membership dues
          at  Traditions  Golf  Club  during  the  term of this First Amendment.

     Except  as  modified  by  this First Amendment to Employment Agreement, the
parties  affirm  and  ratify  the  terms  and  conditions  of  the  Agreement.

     IN  WITNESS  WHEREOF, this First Amendment to Employment Agreement has been
executed  as  of  the  day  and  year  first  above  written.

Witnesses:

___________________________________          POMEROY  COMPUTER
                                             RESOURCES,  INC.

___________________________________          By:________________________________


___________________________________          ___________________________________
                                             TIMOTHY  E.  TONGES
____________________________________


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