FOURTH AMENDMENT TO
                           CREDIT FACILITIES AGREEMENT
               (WITH CONSENT TO REDEMPTION AND WAIVER OF DEFAULT)

     This  FOURTH AMENDMENT TO CREDIT FACILITIES AGREEMENT (this "Agreement") is
entered  into  and  effective  as of May 12, 2003, by and among Pomeroy Computer
Resources,  Inc.,  Pomeroy  Select  Integration  Solutions, Inc., Pomeroy Select
Advisory Services, Inc., Pomeroy Computer Resources Sales Company, Inc., Pomeroy
Computer Resources Holding Company, Inc., Pomeroy Computer Resources Operations,
LLP,  PCR  Holdings,  Inc.  (formerly known as, Technology Integration Financial
Services,  Inc.),  PCR  Properties,  Inc.  (formerly known as, T.I.F.S. Advisory
Services,  Inc.),  TheLinc, LLC, Val Tech Computer Systems, Inc., and Micrologic
Business  Systems  of  K.C.,  LLC  (collectively  and separately referred to as,
"Borrower"),  and GE Commercial Distribution Finance Corporation, formerly known
as  Deutsche  Financial Services Corporation ("GECDF"), as Administrative Agent,
and  GECDF and the other lenders listed on the signature pages hereto (and their
respective  successors  and  permitted  assigns),  as "Lenders" (the "Lenders").

                                    RECITALS:
                                    --------

A.   Borrower, Administrative Agent and Lenders are party to that certain Credit
     Facilities  Agreement  dated  as  of June 28, 2001, as amended by the First
     Amendment  to Credit Facilities Agreement dated as of November 13, 2001, as
     amended  by the Second Amendment to Credit Facilities Agreement dated as of
     March  18,  2002, and as further amended by the Third Amendment and Consent
     to  Credit  Facilities Agreement, dated as of April 11, 2002 (the "Original
     Loan  Agreement").

B.   Required  Lenders  and  Borrower  have  agreed  to the provisions set forth
     herein  on  the  terms  and  conditions  contained  herein.

                                    AGREEMENT
                                    ---------

     Therefore,  in  consideration  of  the  mutual  agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative  Agent  and  the  Required  Lenders  hereby  agree  as  follows:

1. DEFINITIONS. All references to the "Agreement" or the "Loan Agreement" in the
Original  Loan  Agreement and in this Agreement shall be deemed to be references
to the Original Loan Agreement as it is amended hereby and as it may be amended,
restated,  extended, renewed, replaced, or otherwise modified from time to time.
Capitalized  terms used and not otherwise defined herein have the meanings given
them  in  the  Loan  Agreement.

2.  EFFECTIVENESS  OF AGREEMENT. This Agreement shall become effective as of May
12_,  2003,  but  only if (i) this Agreement has been executed by each Borrower,
Administrative  Agent  and  the  Required  Lenders,  (ii) Borrowers have paid to
Administrative  Agent, for the pro-rata benefit of the Lenders, an Amendment Fee
of Twenty Five Thousand Dollars ($25,000), and (iii) Borrowers have delivered to
Administrative  Agent  resolutions  certified by the corporate secretary of each
Borrower  authorizing the execution, delivery and performance of this Amendment.

3.  WAIVER OF DEFAULTS. Borrower has notified Administrative Agent that Borrower
has violated the Minimum Net Income After Tax covenant contained in Section 15.5
as  of  the  end of Borrower's fiscal


<PAGE>
quarter  ended  April 5, 2003. Under Section 16.1.7, Borrower's violation of the
referenced  financial covenant constitutes an Event of Default. The Borrower has
requested  that  the  Required Lenders waive such Event of Default. The Required
Lenders  hereby  waive  the Event of Default arising under Section 16.1.7 due to
Borrower's  violation  of the Minimum Net Income After Tax covenant contained in
Section 15.5 as of the end of Borrower's fiscal quarter ended April 5, 2003. The
waivers  contained  in  this Section 3 are specific in intent and are valid only
for  the  specific  purposes for which given. Nothing contained herein obligates
Administrative  Agent  or  any  Lender to agree to any additional waivers of any
provisions  of  any of the Loan Documents, including but not limited to Sections
15.5  and  16.1.7.  The  waivers  contained in this Section are waivers of known
Events  of  Default  only,  and  shall not operate as a waiver of Administrative
Agent's  or  any Lenders' right to exercise remedies resulting from (i) existing
and/or continuing Defaults or Events of Default of which Administrative Agent or
such  Lender  is  not actually aware, or (ii) other future Defaults or Events of
Default,  whether  or  not  of  a  similar  nature  and  whether or not known to
Administrative  Agent  or  any  Lender.

4.  CONSENT  TO  REDEMPTIONS.  Notwithstanding the terms of Section 14.11 of the
Original  Loan  Agreement,  the  Required  Lenders  consent to the redemption by
Pomeroy Computer Resources, Inc. of the lesser of (i) Eleven Million One Hundred
Seventy  Thousand  Dollars  ($11,170,000)  market  value  of  shares  of Pomeroy
Computer  Resources, Inc.'s common stock, or (ii) One Million (1,000,000) shares
of  Pomeroy  Computer Resources, Inc.'s common stock, in any case if and only if
there is no Existing Default and no Default or Event of Default will occur or is
reasonably  likely  to occur as a result of such redemption. Such redemption may
occur  in  one  or  more redemptions, in each case subject to the conditions set
forth  in  the  preceding  sentence.  This  consent is conditioned upon all such
redemptions being completed on or before the close of business on June, 1, 2004.
The  consent  provided by the Required Lenders contained in the First Consent to
Credit  Facilities Agreement, dated September 20, 2001, has expired. The consent
provided  by  the  Required  Lenders  contained  in the Second Consent to Credit
Facilities  Agreement,  dated  August  8,  2002,  has  not  expired, the consent
provided  by  the  Required  Lenders  contained  in  the Third Consent to Credit
Facilities  Agreement,  dated  October 31, 2002 has not expired, and the consent
contained  in the Fourth Consent to Credit Agreement, dated January 28, 2003 has
not  expired,  and  the  consent  contained herein is in addition to the consent
contained  in  the  Second  Consent  to  Credit  Facilities Agreement, the Third
Consent  to  Credit  Facilities  Agreement,  and  the  Fourth  Consent to Credit
Facilities  Agreement.  All  redemptions from and after the date hereof shall be
deemed  to  be under the Second Consent to Credit Facilities Agreement until the
limits  thereunder  have  been  met  or the consent thereunder has expired, then
under  the  Third  Consent  to  Credit  Facilities  Agreement  until  the limits
thereunder  have  been met or the consent thereunder has expired, and then under
the  Fourth  Consent  to Credit Facilities Agreement until the limits thereunder
have  been  met  or  the  consent  thereunder  has  expired, and all redemptions
thereafter  shall  be deemed to be under this Agreement subject to the terms and
conditions  hereof.

5.  CONSENT  TO  NAME  CHANGE OF CERTAIN BORROWERS. Notwithstanding the terms of
Section  14.14  of  the  Original  Loan  Agreement,  the Required Lenders hereby
consent  to (i) the change of the legal name of Pomeroy Computer Resources, Inc.
to  "Pomeroy  IT  Solutions,  Inc.",  and  (ii)  the change of the legal name of
Pomeroy  Computer  Resources  Sales Company, Inc. to "Pomeroy IT Solutions Sales
Company,  Inc.", with such consent being conditioned upon Borrower delivering to
Administrative  Agent, within five Business Days of filing, filed-stamped copies
of  the  amendments  to  the  Formation  Documents  evidencing such name changes
certified  by  the  applicable  Secretary  of  State  together  with shareholder
resolutions  of  each  such  Borrower  certified  by  its  respective  corporate
secretary  authorizing  the  name  change of such entity as contemplated by this
Section. Borrowers hereby irrevocably authorize Administrative Agent to file any
amendments  to  any  prior  UCC  filings  and  to  file  any new UCC filings, to
evidence, or continue the perfection of, its liens and Security Interests in the
Collateral.


                                        2
<PAGE>
6.  AMENDMENTS.  The  Original  Loan  Agreement  is  hereby  amended as follows:

     6.1.  MINIMUM NET INCOME AFTER TAX. For all periods from and after April 6,
2003, Section 15.5 of the Original Loan Agreement is deleted in its entirety and
replaced  with  the  following:

          "14.5  MINIMUM  NET INCOME AFTER TAX. Each Borrower covenants that its
          Net  Income  as  a  percentage of net sales as set forth in its income
          statement,  calculated  as  of the last day of each fiscal quarter for
          the  four  fiscal quarter period then ended, shall be no less than (i)
          1.50%,  for  the  fiscal quarter ending July 5, 2003, (ii), 1.20%, for
          the fiscal quarter ending October 5, 2003, (iii) 1.50%, for the fiscal
          quarter ending January 5, 2004, and (iv) 2.00%, for the fiscal quarter
          ending  April 5, 2004, and for each fiscal quarter ending thereafter."

7.  REPRESENTATIONS  AND WARRANTIES OF BORROWER. Each Borrower hereby represents
and  warrants  to  Administrative Agent and the Lenders that (i) such Borrower's
execution  of this Agreement has been duly authorized by all requisite action of
such  Borrower;  (ii)  no consents are necessary from any third parties for such
Borrower's  execution,  delivery  or  performance  of this Agreement, (iii) this
Agreement,  the Loan Agreement, and each of the other Loan Documents, constitute
the  legal,  valid  and  binding  obligations  of  Borrower  enforceable against
Borrower  in  accordance  with  their  terms,  except  to  the  extent  that the
enforceability thereof against Borrower may be limited by bankruptcy, insolvency
or  other  laws affecting the enforceability of creditors rights generally or by
equity  principles  of  general  application,  (iv)  except  as disclosed on the
disclosure  schedule  attached  to  the  Original  Loan  Agreement,  all  of the
representations and warranties contained in Section 11 of the Loan Agreement are
true and correct with the same force and effect as if made on and as of the date
of  this  Agreement,  and (v) after giving effect to this Agreement, there is no
Existing  Default.

8.  REAFFIRMATION.  Each  Borrower hereby acknowledges and confirms that (i) the
Loan  Agreement  and  the  other Loan Documents remain in full force and effect,
(ii)  such  Borrower has no defenses to its obligations under the Loan Agreement
and the other Loan Documents, (iii) the Security Interests of the Administrative
Agent  under  the  Security  Documents secure all the Loan Obligations under the
Loan Agreement, continue in full force and effect, and have the same priority as
before  this  Agreement,  and  (iv)  such  Borrower  has  no  claim  against
Administrative  Agent  or any Lender arising from or in connection with the Loan
Agreement  or  the  other  Loan  Documents.

9.  GOVERNING  LAW. This Agreement has been executed and delivered in St. Louis,
Missouri,  and shall be governed by and construed under the laws of the State of
Missouri  without  giving  effect  to  choice  or  conflicts  of  law principles
thereunder.

10.  SECTION TITLES. The section titles in this Agreement are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Agreement.

11. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Agreement may be executed in one
or more counterparts and on separate counterparts, each of which shall be deemed
an  original,  but  all  of  which  together  shall  constitute one and the same
instrument.  Signatures  to  this  Agreement  may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending  the  same.


                                        3
<PAGE>
12.  INCORPORATION  BY  REFERENCE.  Administrative  Agent,  Lenders and Borrower
hereby agree that all of the terms of the Loan Documents are incorporated in and
made  a  part  of  this  Agreement  by  this  reference.

13.     NOTICE-INSURANCE.
The  following  notice  is  given  pursuant  to  Section 427.120 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT
WITH  US,  WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN
YOUR COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS.  THE
COVERAGE  THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT
IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL.  YOU MAY LATER CANCEL ANY
INSURANCE  PURCHASED  BY  US,  BUT  ONLY  AFTER PROVIDING EVIDENCE THAT YOU HAVE
OBTAINED  INSURANCE  AS REQUIRED BY OUR AGREEMENT.  IF WE PURCHASE INSURANCE FOR
THE  COLLATERAL,  YOU  WILL  BE  RESPONSIBLE  FOR  THE  COSTS OF THAT INSURANCE,
INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN
CONNECTION  WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE
CANCELLATION  OR EXPIRATION OF THE INSURANCE.  THE COSTS OF THE INSURANCE MAY BE
ADDED  TO  YOUR  TOTAL  OUTSTANDING  BALANCE  OR  OBLIGATION.  THE  COSTS OF THE
INSURANCE  MAY  BE  MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON
YOUR  OWN.

14.     NOTICE-ORAL  COMMITMENTS  NOT  ENFORCEABLE.
The  following  notice  is  given  pursuant  to  Section 432.045 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

          ORAL  AGREEMENTS  OR  COMMITMENTS  TO  LOAN MONEY, EXTEND CREDIT OR TO
          FORBEAR  FROM  ENFORCING  REPAYMENT  OF  A  DEBT INCLUDING PROMISES TO
          EXTEND  OR  RENEW  SUCH  DEBT  ARE  NOT  ENFORCEABLE.  TO  PROTECT YOU
          (BORROWER)  AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT,
          ANY  AGREEMENTS  WE  REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS
          WRITING,  WHICH  IS  THE  COMPLETE  AND  EXCLUSIVE  STATEMENT  OF  THE
          AGREEMENT  BETWEEN  US,  EXCEPT  AS  WE  MAY LATER AGREE IN WRITING TO
          MODIFY  IT.


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<PAGE>
     IN  WITNESS  WHEREOF,  this Agreement has been duly executed as of the date
first  above  written.


POMEROY COMPUTER RESOURCES SALES COMPANY, INC.
as Borrowing Agent on behalf of itself and each other Borrower pursuant to the
authority and power of attorney duly granted to it by each other Borrower


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------


GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
formerly known as Deutsche Financial Services Corporation,
as Administrative Agent and a Lender

By:
   ---------------------------------------
Name:  David  Mintert
Title:  Vice  President--Operations



U.S.  BANK,  N.A.,  AS  A  LENDER


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------



NATIONAL  CITY  BANK,  AS  A  LENDER


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------



IBM CREDIT LLC, FORMERLY IBM CREDIT CORPORATION, AS A LENDER


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------

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                                        5
<PAGE>

UPS  CAPITAL  CORPORATION,  AS  A  LENDER


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------



FIFTH  THIRD  BANK,  NORTHERN  KENTUCKY,  INC.,  AS  A  LENDER


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------


TRANSAMERICA  COMMERCIAL  FINANCE  CORPORATION,  AS  A  LENDER


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------



FIRST FINANCIAL BANK, (FORMERLY KNOWN AS NATIONAL BANK OF SOUTHWESTERN OHIO), AS
A  LENDER


By:
   ---------------------------------------
Name:
     -------------------------------------
Title:
      ------------------------------------


                              {END OF SIGNATURES}
                                        6
<PAGE>