POMEROY IT SOLUTIONS, INC.
                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


     This Third Amendment to Employment Agreement ("Second Amendment") is made
as of the 7th day of March, 2005, by and between POMEROY IT SOLUTIONS, INC., a
Delaware corporation ("Company"), and MICHAEL ROHRKEMPER ("Employee").

     WHEREAS, on the 28TH day of May, 2001, the Company and Employee entered
into an Employment Agreement ("Agreement");

     WHEREAS, thereafter, on March 2, 2002, and March 11, 2003, the Company and
Employee entered into a First Amendment to Employment Agreement and Second
Amendment to Employment Agreement, respectively; and

     WHEREAS, Company and Employee desire to enter into this Third 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 5 shall be amended by deleting Sections 5(a), 5(d)(i) and
     (ii), 5(e) and 5(h) of the First Amendment 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. Employee's base annual salary shall be $225,000.00.
               ------------
          Employee's  base  annual  salary  shall  be  increased  to $250,000.00
          in  the  event  the  Company  meets  or  exceeds  the second benchmark
          established  herein  below  in order for Employee to be eligible for a
          fiscal  2005 Year End Company Bonus. Such benchmark is as follows: The
          Company's  Gross  Sales  must  be greater than $950,000,000.00, with a
          minimum of 3.5% net profit before taxes (NPBT).


          (b)  Quarterly Bonuses.
               ------------------

               (i)     2005 DSO Bonus.   Employee shall be eligible to receive a
                       --------------
               quarterly  bonus  based  upon  the  average  "days  sales  are
               outstanding"  ("DSO"),  as  reflected on the financial statements
               for  the consolidated company for the respective quarterly period
               as  follows: in the event the average DSO's are less than 52 days
               for the applicable quarter, Employee shall be entitled to receive
               a cash bonus of $10,000.00; if the average DSO's are less than 50
               for the applicable quarter, Employee shall be entitled to receive
               a cash bonus of $15,000.00; or if the average DSO's are less than
               48 days for the applicable quarter, Employee shall be entitled to
               receive a cash bonus of $20,000.00.

               (ii)     2005  NPBT  Bonus.  Employee  shall  also be eligible to
                        -----------------
               receive a


                                        1
<PAGE>
               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  3.0%,  Employee  shall be entitled to
               receive  a cash bonus of $10,000.00 for the quarter; if Company's
               NPBT  for  the  applicable quarter is greater than 3.5%, Employee
               shall  be  entitled to receive a cash bonus of $15,000.00; or, if
               Company's  NPBT  is greater than 4.0%, Employee shall be entitled
               to receive a cash bonus of $20,000.00. 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.

               (iii)    The  quarterly  bonus  schedules  provided  above are in
               effect  for  fiscal  year  2005,  commencing  on  January 6, 2005
               and  ending  on January 5, 2006. For each subsequent year of this
               Agreement,  the  parties  agree  that  they shall, in good faith,
               negotiate  and  agree  upon the performance criteria for any such
               quarterly bonuses.

          (c)  Year  End  Bonus  based  on  Company's  2005 Performance/Results.
               ----------------------------------------------------------------
          Employee  shall  be eligible to receive a year end bonus in accordance
          with  the following schedule so long as (i) the Company achieves a net
          profit  before  taxes ("NPBT") greater than 3.5% for fiscal year 2005;
          and  (ii)  Company's  gross  sales  are  in  excess  of  the following
          thresholds:  If  Company  generates  gross  sales  in  excess  of
          $925,000,000.00  for  fiscal  year  2005 Employee shall be entitled to
          receive  $50,000.00  in  cash  or  stock  and  5,000 stock options; if
          Company  generates gross sales in excess of $950,000,000.00 for fiscal
          year 2005, Employee shall be entitled to receive $75,000.00 in cash or
          stock and 10,000 stock options; or if Company generates gross sales in
          excess  of  $975,000,000.00  for  fiscal  year 2005, Employee shall be
          entitled  to  receive  $100,000.00  in  cash or stock and 15,000 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 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 Third 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 2005 only. For each subsequent year, the
          parties agree that they shall, in good faith, negotiate and agree upon
          performance  criteria  for  any  such  year-end  bonuses.


                                        2
<PAGE>
2.   Signing  Bonus.     The  Company  hereby  agrees to provide Employee with a
     --------------
     signing  bonus,  in  the  form  of  20,000  fully  vested stock options, as
     additional consideration for his execution of and agreement to the terms of
     this Third Amendment. Employee understands that the Company's award of such
     stock  options  is contingent upon his execution of this Agreement 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 20,000 shares of
     common  stock, .01 par value, of Pomeroy IT Solutions, Inc., which shall be
     fully  vested and subject to a five (5) year vesting schedule and any other
     conditions  contained  in the Pomeroy IT Solutions, 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 IT Solutions, Inc.,
     shall be at the fair market value of such common stock as of the applicable
     date.  For  purposes  of  this  Agreement,  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).

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

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

Witnesses:

___________________________________          POMEROY IT SOLUTIONS, INC.


___________________________________          By:________________________________
                                                     STEPHEN E. POMEROY


___________________________________          ___________________________________
                                                     MICHAEL ROHRKEMPER

____________________________________


                                        3