INCENTIVE DEFERRED COMPENSATION AGREEMENT

          This Incentive Deferred Compensation Agreement is made  effective
          as of the 26th day of June, 1997, by and between POMEROY COMPUTER
          RESOURCES, INC.,  a  Delaware  corporation  (the  "Company")  and
          ISRAEL FINTZ ("Fintz"). 

                                             W I T N E S S E T H:

          WHEREAS, simultaneously with the execution of this Agreement, the
          Company and Fintz have entered  into an Employment Agreement  for
          the employment of Fintz by Company;

          WHEREAS, pursuant to Section  5(b) of said Employment  Agreement,
          Fintz may be entitled to  incentive deferred compensation in  the
          event certain economic criteria are satisfied;

          WHEREAS, the  parties  wish to  define  the terms  governing  the
          incentive  deferred  compensation  in  the  event  the   economic
          criteria and the terms and conditions of the Employment Agreement
          are satisfied.

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

          0.In the event Fintz satisfies the economic criteria set forth in
          the Employment  Agreement  for  such  year  and  is  entitled  to
          incentive   deferred   compensation,   the   incentive   deferred
          compensation shall be governed by the terms of this Agreement. 

          1.In the event  Fintz should die  or become  disabled during  the
          term of the Employment Agreement, or if the Employment  Agreement
          is not renewed by Company at  the expiration of the initial  term
          or any  renewal term,  or in  the event  Company would  terminate
          Employee's employment without cause pursuant to Section  10(a)(v)
          of  the  Employment  Agreement  or  Fintz  would  terminate   his
          employment for Good Reason pursuant  to Section 10(a)(vi) of  the
          Employment Agreement, all incentive deferred compensation  earned
          shall be vested in full and shall be payable to Fintz and/or  his
          designated beneficiary  at  that  time.   For  purposes  of  this
          Paragraph, the term "disabled" shall  have the meaning set  forth
          in said Employment Agreement. 
           
          2.In the  event Fintz  discontinues employment  with the  Company
          during the initial term  or any renewal  term of this  Employment
          Agreement or if Fintz does not renew the Employment Agreement  at
          the expiration of the initial term  or any renewal term and  such
          discontinuation of employment is not  a result of Fintz  becoming
          disabled, the vested portion of his deferred compensation account
          will be paid to him at said time and all non-vested amounts  will
          be forfeited. Provided, however, if Fintz would violate the terms
          of his covenant not to  compete and confidentiality agreement  as

                                     E-76
<PAGE>   

          set forth in Sections  8 and 9 of  his Employment Agreement,  the
          vested portion of his deferred compensation account will likewise
          be forfeited.   The  incentive deferred  compensation shall  vest
          according to the following schedule:
           

               Years of Service With Company or its    Percentage of Vested
               Subsidiaries from the Effective Date          Interest
                       of This Agreement
           
                    Less than 1 year                        0%
                    One year                               20%
                    Two years                              40%
                    Three years                            60%
                    Four years                             80%
                    Five years                            100%
           
          This vesting schedule  shall apply separately  to each year  that
          incentive deferred  compensation  is  earned by  Fintz  upon  the
          satisfaction of the economic criteria set forth in the Employment
          Agreement.  Provided, however, Fintz shall be vested fully in all
          amounts hereunder on June 26, 2002 and all amounts due  hereunder
          shall be paid to him on such date, notwithstanding the fact  that
          Fintz continues to be employed by the Company. 
           
          By way of illustration, if Fintz satisfied the economic  criteria
          for years 1 and 2 of the Agreement,  at the end of year 2,  Fintz
          would be 40%  vested as  to the  incentive deferred  compensation
          credited in year 1  and 20% vested as  to the incentive  deferred
          compensation credited in year 2.
           
          3. No deferred compensation shall be paid under the terms of  this
          Agreement in the event  Fintz is discharged  from the service  of
          the Company for cause.  For purposes of this Paragraph, the  term
          "cause" shall have the meaning set forth in Section 10(a)(iv)  of
          said Employment Agreement
           
          4. Fintz shall  not have  the right  to commute,  sell,  transfer,
          assign or  otherwise convey  the right  to receive  any  payments
          under the terms of this Agreement.  Any such attempted assignment
          or transfer shall terminate this Agreement and the Company  shall
          have no further liability hereunder.
           
          5 It is the intention of the parties that the incentive  deferred
          compensation to  be payable  to Fintz  hereunder (if  applicable)
          shall be includable for  Federal Income Tax  purposes in his,  or
          such beneficiary's gross income only in the taxable year in which
          he or the beneficiary actually  receives the payment and  Company
          shall be entitled to deduct such incentive deferred  compensation
          as a business  expense in its  Federal Income Tax  return in  the
          taxable year  in which  such  payment is  made  to Fintz  or  his
          beneficiary. 
                                     E-77
<PAGE>   


          6. Nothing contained in this Agreement shall in any way affect  or
          interfere with the right  of Fintz to share  or participate in  a
          retirement plan of the  Company or any  profit sharing, bonus  or
          similar plan in which he may be entitled to share or  participate
          as an employee of the Company.

          7.This Agreement shall be binding upon the heirs, administrators,
           executors, successors and assigns of Fintz and the successors and
          assigns of  Company.   This Agreement  shall not  be modified  or
          amended except in writing signed by both parties.

          8. 
            This Agreement shall be subject to and construed under the laws
           of the State of Florida.
           
          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
            
          Agreement effective as of the day and year first above written.
           
                                        POMEROY COMPUTER RESOURCES, INC.
           
           
           
           
               By:__________________________________
                                            
           
           
           
           
               ____________________________________
                                        ISRAEL FINTZ


                                     E-78
<PAGE>