AGREEMENT
                                    ---------


This  Agreement  made and entered into this 6th day of May, 1999, by and between
TYLER  H.  DOBSON  (hereinafter  referred  to  as  "Owner") and POMEROY COMPUTER
RESOURCES,  INC.,  a  Delaware  corporation  (hereinafter  referred  to  as
"Purchaser").

                              W I T N E S S E T H :

WHEREAS, simultaneously with the execution of this Agreement,  Purchaser entered
into  an  Asset  Purchase  Agreement  ("Asset  Purchase Agreement") with SYSTEMS
ATLANTA  COMMERCIAL  SYSTEMS,  INC., a Georgia corporation, ("Company"), for the
acquisition  of  certain  of  its  assets  (the  "Business");  and

WHEREAS,  Owner owns twelve and 43/100 percent (12.43%) of the outstanding stock
of  Company;  and

WHEREAS, Purchaser would not have entered into the Asset Purchase Agreement with
Company  without the consent of Owner to enter into this covenant not to compete
agreement;  and

WHEREAS,  pursuant  to  Sections  7.1  and  12.2(d)(vi)  of  said Asset Purchase
Agreement,  Owner  agreed  to  enter  into  this  Agreement.

NOW,  THEREFORE,  in  consideration  of the mutual promises and covenants herein
contained  and  in  consideration  of  the  execution  and  closing of the Asset
Purchase  Agreement,  the  parties  hereto  agree  as  follows:

1.   As an inducement for Purchaser to enter into the Asset  Purchase  Agreement
     with  Company  (12.43%  of the  stock of which  is owned by  Owner),  Owner
     covenants and agrees that for a period equal to the later of five (5) years
     from the closing of the Asset  Purchase  Agreement  of even date or one (1)
     year after the termination of Owner's employment with Purchaser pursuant to
     the terms of an Employment  Agreement of even date, Owner will not, or with
     any other person,  corporation or entity, directly or indirectly,  by stock
     or other ownership, investment,  management, employment or otherwise, or in
     any relationship whatsoever:

     (a)  Solicit,  divert or take away or  attempt to  solicit,  divert or take
          away,  any  of  the  business,  clients,  customers  or  patronage  of
          Purchaser  or any  affiliate  or  subsidiary  thereof  relating to the
          Business of Purchaser, as defined below; or

     (b)  Attempt to seek or cause any clients or  customers of Purchaser or any
          such  affiliate  or  subsidiary   relating  thereto  to  refrain  from
          continuing their patronage of the Business of Purchaser; or


                                      - 1 -
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     (c)  Engage in the Business of Purchaser in any state in which Purchaser or
          its  subsidiaries  has an office during the term of this Agreement.  A
          list of the states in which Purchaser and its  subsidiaries  currently
          transact business is attached hereto as Exhibit A; or

     (d)  Knowingly  employ or engage,  or  attempt to employ or engage,  in any
          capacity,  any person in the employ of the  Purchaser or any affiliate
          or subsidiary.

     (e)  Nothing  in  this  Agreement  shall  prohibit  Owner  from  owning  or
          purchasing less than five percent (5%) of the outstanding stock of any
          publicly-traded  company  whose  stock is  traded on a  nationally  or
          regionally recognized stock exchange or is quoted on NASDAQ or the OTC
          bulletin  board or from taking any action  described in items 1(b)-(d)
          above  for the  benefit  of or on behalf  of  Purchaser  or any of its
          subsidiaries.

     (f)  Nothing  in  this  Agreement  shall  prohibit  Owner  from  owning  or
          purchasing any stock, or serving as an officer or director, of Systems
          Atlanta, Inc., an affiliate of Company engaged in providing integrated
          systems,  including  hardware,  software  and  peripheral  devices and
          related  products and services for entities,  persons or  governmental
          entities engaged in air traffic control.

     For purposes of this Section,  the  "Business of Purchaser"  shall mean any
     person, corporation, partnership or other legal entity engaged, directly or
     indirectly,  through  subsidiaries or affiliates,  in the following line of
     business:

     (i)  Distributing of computer hardware,  software,  peripheral devices, and
          related  products and services to other entities or persons engaged in
          any  manner  in the  business  of the  distribution,  sale,  resale or
          servicing,  whether at the  wholesale or retail  level,  or leasing or
          renting, of computer hardware, software, peripheral devices or related
          products;

     (ii) Sale or  servicing,  whether  at the  wholesale  or retail  level,  or
          leasing or renting, of computer hardware, software, peripheral devices
          or related products;

     (iii)Sale,   servicing  or   supporting  of   microcomputer   products  and
          microcomputer  support  solutions and computer  integration  products,
          peripheral  devices and related  products,  and the sale of networking
          services; and

     (iv) Any other  business  activity which can reasonably be determined to be
          competitive with the principal  business  activity being engaged in by
          Purchaser or any of its subsidiaries.


                                      - 2 -
<PAGE>
          Owner  has  carefully  read  all  the  terms  and  conditions  of this
          Paragraph 1 and has given careful  consideration  to the covenants and
          restrictions  imposed upon Owner herein,  and agrees that the same are
          necessary for the reasonable and proper protection of Owner's Business
          acquired  by  Purchaser  and have been  separately  bargained  for and
          agrees  that  Purchaser  has  been  induced  to enter  into the  Asset
          Purchase Agreement and pay the consideration  described in Paragraph 2
          by the  representation  of Owner that he will abide by and be bound by
          each of the covenants and restrictions  herein;  and Owner agrees that
          Purchaser is entitled to injunctive  relief in the event of any breach
          of any  covenant or  restriction  contained  herein in addition to all
          other remedies  provided by law or equity.  Owner hereby  acknowledges
          that  each  and  every  one of  said  covenants  and  restrictions  is
          reasonable with respect to the subject matter,  the length of time and
          geographic area embraced therein, and agrees that irrespective of when
          or in what manner this agreement may be terminated, said covenants and
          restrictions  shall be  operative  during  the full  period or periods
          hereinbefore mentioned and throughout the area hereinbefore described.

          The  parties  acknowledge  that this  Agreement,  which  Agreement  is
          ancillary to the main thrust of the Asset Purchase Agreement, is being
          entered  into  to  protect  the  legitimate   business   interests  of
          Purchaser,  including,  but not  limited to, (i) trade  secrets;  (ii)
          valuable  confidential  business  or  professional   information  that
          otherwise  does  not  qualify  as  trade  secrets;  (iii)  substantial
          relationships  with  specific  prospective  or existing  customers  or
          clients; (iv) client or customer good will associated with an on-going
          business by way of trade name, trademark,  or service mark, a specific
          geographic  location,  or a specific  marketing or trade area; and (v)
          extraordinary or specialized training. In the event that any provision
          or portion  of  Paragraph  1 shall for any  reason be held  invalid or
          unenforceable,  it is  agreed  that  the same  shall  not  affect  the
          validity or  enforceability  of any other  provision of Paragraph 1 of
          this  Agreement,  but the remaining  provisions of Paragraph 1 of this
          Agreement  shall  continue  in  force  and  effect;  and  that if such
          invalidity or  unenforceability  is due to the  reasonableness  of the
          line of  business,  time  or  geographical  area  covered  by  certain
          covenants and  restrictions  contained in Paragraph 1, said  covenants
          and  restrictions  shall  nevertheless  be effective  for such line of
          business,  period  of time and for such area as may be  determined  by
          arbitration or by a Court of competent jurisdiction to be reasonable.

2.   The  consideration  for Owner's covenant not to compete shall be One Dollar
     ($1.00) and other valuable consideration,  including the consideration paid
     by the  Purchaser  to Company  pursuant to an Asset  Purchase  Agreement to
     which Owner is a party of even date herewith.

3.   The terms and conditions of this Agreement  shall be binding upon the Owner
     and Purchaser, and their successors, heirs and assigns.

4.   This  Agreement  shall be construed in accordance  with and governed by the
     laws of the State of Georgia.


IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement on the day
and  year  first  above  written.


                              __________________________________
                              TYLER  H.  DOBSON

                              POMEROY  COMPUTER  RESOURCES,  INC.


                              By:________________________________
                              STEPHEN  E.  POMEROY,  Chief  Financial  Officer


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<PAGE>
                                    EXHIBIT A
                                    ---------

                             STATES IN WHICH POMEROY
                          AND/OR ITS PARENT CORPORATION
                      AND/OR SUBSIDIARIES TRANSACT BUSINESS


          1.      Alabama
          2.      Arkansas
          3.      Florida
          4.      Georgia
          5.      Indiana
          6.      Illinois
          7.      Iowa
          8.      Kentucky
          9.      Mississippi
          10.     North  Carolina
          11.     Ohio
          12.     Oklahoma
          13.     South  Carolina
          14.     Tennessee
          15.     Texas
          16.     Virginia
          17.     West  Virginia


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