SUBORDINATED PROMISSORY NOTE


          $1,000,000.00                                    Cincinnati, Ohio
          (to be adjusted as hereinafter set forth)         March ___, 1998

           1.  FOR VALUE  RECEIVED,  POMEROY COMPUTER  RESOURCES,  INC.,  a
          Delaware corporation (hereinafter,  together with its  successors
          in  title  and  assigns,  called  the  "Borrower")  does   hereby
          absolutely and unconditionally  promise to  pay to  the order  of
          COMMERCIAL BUSINESS SYSTEM, INC., a Virginia Carolina corporation
          ("Lender"), the sum  of One Million  Dollars ($1,000,000.00)  (as
          may be adjusted  in the manner  hereinafter set forth),  together
          with interest on the outstanding principal balance from the  date
          hereof, at the rate specified below. 

          2.   The initial face amount  of this note ($1,000,000.00)  shall
          be adjusted downward by any decrease required by Sections 4.1(c),
          (d) or (e) of the Asset Purchase Agreement.  Such adjustments and
          the manner  in  which  they are  to  be  made shall  be  done  in
          accordance with Sections 5.1, 5.2  and 5.3, respectively, of  the
          Asset Purchase Agreement.  If, prior to such adjustment, Borrower
          has made any  interest payment to  Lender hereunder, the  parties
          agree to  adjust  any prior  payments  to equitably  reflect  the
          decrease made  as  a  result  of  any  adjustments  contained  in
          Sections 4.1(c), (d) or (e) of the Asset Purchase Agreement. 

          3.   Interest shall  accrue  at  the prime  rate  of  Star  Bank,
          National Association, Cincinnati, Ohio as of the date of Closing.
           Interest on the unpaid principal balance  of this note shall  be
          due and payable quarterly with the first interest payment due and
          payable ninety (90) days  from the date hereof  and on the ____  
          day of each  successive quarter thereafter.   Principal shall  be
          paid in  two  (2)   equal  annual installments  of  Five  Hundred
          Thousand Dollars ($500,000.00),  as may be  adjusted pursuant  to
          the  provisions  of   paragraph  2,  commencing   on  the   first
          Anniversary  Date  of  this  Note  and  continuing  on  the  next
          successive Anniversary Date until paid in full.

           4.  All payments received  hereunder shall be  applied first  to
          interest and then  to principal.   Subject  to the  Subordination
          Agreement, as defined below, this Note  may be prepaid, in  whole
          or in part, at any time, without penalty.                        


           5.  This Note and all obligations of the Borrower hereunder  are
          subordinated and made junior  in right of  payment to the  extent
          and in the manner provided in the Subordination Agreement of even
          date herewith (the "Subordination Agreement") between Star  Bank,
          National Association, the Lender and  the Borrower and no  action
          may be taken by the Lender except in accordance with the terms of
          such Subordination Agreement as long as it is in effect. 

           6.  Upon the  occurrence  of an  Event  of Default,  the  entire
          principal  amount  outstanding  under  this  Note,  and   accrued
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          interest thereon, shall at  once become due  and payable, at  the
          option of the Lender and the  Lender shall have the remedies  set
          forth  in  the   Asset  Purchase   Documents  and   Subordination
          Agreement.  During the continuance  of any Event of Default,  all
          principal evidenced  by  this  Note  (whether  for  principal  or
          otherwise) shall (to the extent permitted by applicable law) bear
          interest at the annual rate of twelve percent (12%).  The  unpaid
          interest accrued during the continuation of any Event of  Default
          on the indebtedness evidenced by this Note (whether for principal
          or otherwise)  in accordance  with the  foregoing terms  of  this
          paragraph shall become and be absolutely  due and payable by  the
          Borrower to the  Lender hereof on  demand by the  Lender of  this
          Note at  any time.    Interest will  continue  to accrue  on  all
          indebtedness evidenced hereby until the Event of Default shall be
          cured or otherwise remedied. 

           7.  This Note is issued  pursuant and subject  to the terms  and
          conditions of the Asset Purchase Agreement.  This Note is subject
          to all  terms and  conditions set  forth  in the  Asset  Purchase
          Documents, including, but  not limited to,  terms of default  and
          rights of  acceleration, if  any.   Any holder  of this  Note  is
          subject to  all  claims and  defenses  which the  Borrower  could
          pursue against Lender under the Asset Purchase Agreement.

          8.   When this Note  becomes due, by  acceleration or  otherwise,
          the Lender  may,  at its  option,  subject to  the  Subordination
          Agreement, demand, sue  for, collect  or make  any compromise  or
          settlement it deems desirable with reference to property held  as
          security herefor.  The failure to exercise any option to  declare
          the maturity hereof or to exercise any other rights under any  of
          the covenants  or  conditions  contained in  the  Asset  Purchase
          Documents shall not  be taken  or deemed to  be a  waiver of  the
          right to exercise such option or  to declare such maturity  after
          any subsequent violation  of any such  covenants or conditions.  
          All remedies provided for herein upon any default by the Borrower
          shall be cumulative and not exclusive. 

          9.   Notwithstanding the above,  pursuant to  the Asset  Purchase
          Agreement,  Lender  made  certain  representations,   warranties,
          covenants and agreements with and to the Borrower.  Lender agrees
          that if  the Borrower  is entitled  to indemnification  from  the
          Lender under the  Asset Purchase Agreement  or any  other of  the
          Asset Purchase Documents, the amount of such indemnification  due
          from Lender may be set off against the amounts payable  hereunder
          if permitted  under the  Asset  Purchase Agreement,  being  first
          applied to  interest  and the  withholding  all or  any  part  of
          payment due hereunder as a result of such a set off shall not  be
          considered an Event of Default hereunder.  Lender agrees that the
          amount to  which the  Borrower may  be entitled  to recover  from
          Lender shall not be limited by  either the amount paid or due  to
          be paid to  Lender hereunder  or by the  terms of  this Note  but
          shall be governed by the terms of the Asset Purchase Documents. 

          10.  The provisions  of  this Note  and  the obligations  of  the
          Borrower hereunder  shall  in all  respects  be governed  by  and
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          interpreted and determined in  accordance with the internal  laws
          of the State of Virginia. 

          11.  The rights of the Lender hereunder are fully assignable  and
          transferrable, except that any assignment and/or transfer made to
          a competitor  of  Borrower shall  be  made only  with  the  prior
          written  approval  of  Borrower,  which  approval  shall  not  be
          unreasonably  withheld.    A   competitor  of  Borrower  is   any
          individual or entity  that engages in  the leasing, servicing  or
          selling of  computers,  computer equipment  or  computer  support
          solutions.

          12.  The Borrower hereby  unconditionally and irrevocably  waives
          notice of acceptance, presentment,  notice of nonpayment  (except
          as provided herein),  protest, notice  of protest,  suit and  all
          other conditions  precedent  in  connection  with  the  delivery,
          acceptance, collection and/or enforcement of this Note. 

          13.  Should all or  any part of  the indebtedness represented  by
          this Note  be  collected by  action  in law,  or  in  bankruptcy,
          insolvency, receivership or  other court  proceedings, or  should
          this Note  be placed  in the  hands of  attorneys for  collection
          after the occurrence of an Event of Default, the Borrower  hereby
          promises to pay to  the Lender of this  Note, upon demand by  the
          Lender hereof at any time, in  addition to principal and all  (if
          any) other amounts payable on or  in respect of this Note or  the
          indebtedness evidenced  hereby, all  court costs  and  reasonable
          attorneys' fees and all  other reasonable collection charges  and
          expenses incurred or sustained by the Lender of this Note.

          14.  If for any circumstances whatsoever, the fulfillment of  any
          provision  of  this  Note  involves  transcending  the  limit  of
          validity prescribed by any applicable usury statute or any  other
          applicable law with regard to  obligations of like character  and
          amount, then the obligation  to be fulfilled  will be reduced  to
          the limit of such validity as provided in such statute of law, so
          that in no event shall any exaction of interest be possible under
          this Note in excess of the limit  of such validity.  In no  event
          shall the Borrower  be bound  to pay  interest of  more than  the
          legal limit for the use, forbearance  or detention of money,  and
          the right to demand any such excess is hereby expressly waived by
          the Lender. 

          15.  No delay or omission of the holder of this Note to  exercise
          any right or power arising from any default shall impair any such
          right or  power or  be considered  to  be a  waiver of  any  such
          default or any acquiescence therein, nor shall the action or non-
          action of  the holder  in case  of  default on  the part  of  the
          Borrower impair any right or power resulting therefrom.

          16.  As used herein, the following terms shall have the following
          meanings, respectively: 
               (a)  "Anniversary Date" -  March ____, 1999  and each  March
          ___ thereafter. 



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               (b)  "Asset  Purchase  Agreement"   -  The  Asset   Purchase
          Agreement between and  among the  Borrower and  the Lender  dated
          March ___, 1998. 

               (c)  "Asset  Purchase  Documents"   -  The  Asset   Purchase
          Agreement  and   any  employment   agreements  or   subordination
          agreement between and  among the  parties to  the Asset  Purchase
          Agreement. 

               (d)  "Event of Default" - 

                    (i)  The failure  of Borrower  to make  any payment  of
          principal or interest  due under this  Note for a  period of  ten
          (10) days after receipt of written notice from the Lender to  the
          Borrower that such installment has not been paid; or

                    (ii) A default under the Senior Debt loan documentation
          that has  been  declared in  writing,  remains uncured  past  any
          applicable cure period, and results in the declared  acceleration
          of the Senior Debt. 

               (e)  "Senior Debt" - The Debt of the Borrower to Star  Bank,
          N.A., as set forth in the Subordination Agreement. 

          WITNESSES:                         BORROWER

                                             Pomeroy  Computer   Resources,
          Inc.
          _____________________________

                                                                 By:
          _____________________________
          _____________________________      Its:
          _____________________________



          THE OBLIGATION REPRESENTED BY THIS  INSTRUMENT IS SUBJECT TO  THE
          TERMS OF A SUBORDINATION AGREEMENT DATED MARCH ___, 1998 IN FAVOR
          OF THE  STAR BANK,  NATIONAL ASSOCIATION  TO WHICH  REFERENCE  IS
          HEREBY MADE, RESTRICTING THE RIGHTS OF THE MAKER OR DRAWER AND OF
          ANY HOLDER WITH RESPECT TO PAYMENTS  ON ACCOUNT OF THE  PRINCIPAL
          AND INTEREST HEREOF.                                













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