EMPLOYMENT AGREEMENT


          THIS AGREEMENT made  as of the  ____ day of  _____, 1998, by  and
          between POMEROY COMPUTER RESOURCES, INC., a Delaware  corporation
          ("Company"), and STEVEN SHAPIRO ("Employee").

                                W I T N E S S E T H :

          WHEREAS, the  Company entered  into an  Asset Purchase  Agreement
          ("Purchase  Agreement")  of  even  date  pursuant  to  which   it
          purchased certain of the  assets of Commercial Business  Systems,
          Inc. (_CBS_); and

          WHEREAS, Employee owns ten percent (10%) of the outstanding stock
          of CBS; and

          WHEREAS, Employee, as an inducement  for and in consideration  of
          Company entering into the Purchase Agreement, has agreed to enter
          into and execute this Employment Agreement pursuant to Section  6
          thereof; and

          WHEREAS, Company  desires to  engage  the services  of  Employee,
          pursuant to the terms,  conditions and provisions as  hereinafter
          set forth. 

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

          1.   Employment
                        
                        
                         .  The Company agrees to employ the Employee,  and
               the Employee agrees to be employed by the Company, upon  the
               following terms and conditions.

          2       
                  
                  
               Term.  The initial term of Employee's employment pursuant to
               this Agreement shall begin  on the 6th  day of March,  1998,
               and shall continue  for a period  of five  (5) years  ending
               March 5,  2003 unless  terminated  earlier pursuant  to  the
               provisions of  Section 10,  provided that  Sections   8,  9,
               10(b) and 11, if  applicable, shall survive the  termination
               of such employment and shall  expire in accordance with  the
               terms set forth therein.

          3.   Renewal
                          
                          
                          
                       Term.   The  term  of  Employee's  employment  shall
               automatically renew for additional consecutive renewal terms
               of one (1) year unless either party gives written notice  of
               his/its intent  not to  renew the  terms of  this  Agreement
               sixty (60) days  prior to  expiration of  the then  expiring
               term. 

          4.   Duties
                    
                    
                     .   Employee shall serve as  Business Manager for  the
               Company's  Virginia/  West   Virginia  Service  Division.   

          May 1, 1998 (9:35AM)
<PAGE>





               Employee shall be responsible to and report directly to  the
               Regional  Vice  President  of  the  Company's  Virginia/West
               Virginia Service Division.   Employee shall devote his  best
               efforts  and  substantially  all  his  time  during   normal
               business hours to the diligent, faithful and loyal discharge
               of the  duties of  his employment  and towards  the  proper,
               efficient and successful conduct of the Company's affairs.  
               Company acknowledges and agrees  that Employee may  continue
               to be employed by CBS for the purpose of operating its depot
               repair  and  refurbishing  of  products  business  for   the
               telephone industry.    Employee further  agrees  to  refrain
               during the term of this Agreement  from making any sales  of
               competing services or  products or from  profiting from  any
               transaction involving computer services or products for  his
               account without the express written consent of Company.

          5.              
                          
                          
               Compensation.   For all  services rendered  by the  Employee
               under this Agreement (in addition to other monetary or other
               benefits referred to herein), compensation shall be paid  to
               Employee as follows: 

               (a)   Base Salary:  During the  initial year of the  initial
                     term of  this  Agreement, Employee  shall be  paid  an
                     annual  base   salary   of  Sixty   Thousand   Dollars
                     ($60,000.00).  Said  base salary shall  be payable  in
                     accordance with  the historical  payroll practices  of
                     the  Company.    Within   thirty  (30)  days  of   the
                     commencement  of  years  two  through  five  of   this
                     Agreement,  Company  and   Employee  shall   determine
                     Employee's base compensation for each subsequent  year
                     of the initial term of this Agreement.

               (b)   Annual Cash  Bonus:   In addition  to Employee's  base
                     compensation as  set forth  in paragraph  5(a)  above,
                     Employee  shall be  entitled  (in  the  event  certain
                     criteria as defined below  is satisfied) to an  annual
                     cash bonus to be determined as follows: 

                     (i) If the earnings before interest and taxes (_EBIT_)
                         of  Company's   Virginia/West   Virginia   Service
                         Division for each year of the initial term of this
                         Agreement exceeds the following:  March 6, 1998 to
                         January 5, 1999 - $417,000.00; January 6, 1999  to
                         January 5, 2000 - $550,000.00; January 6, 2000  to
                         January 5, 2001 - $600,000.00; January 6, 2001  to
                         January 5, 2002 - $650,000.00; January 6, 2002  to
                         January 5, 2003 - $700,000.00; and January 6, 2003
                         to March 5, 2003  - $83,000.00, Company shall  pay
                         to Employee  by  check  or  wire  transfer  within
                         ninety (90) days following  the end of such  year,
                         an amount equal  to fifty percent  (50%) of  fifty
                         percent   (50%)   of   the   EBIT   of   Company's
                         Virginia/West Virginia Service Division in  excess
<PAGE>





                         of the EBIT threshold  for the applicable year  or
                         portion   thereof,   subject   to   a   cumulative
                         limitation  of  One  Million  Two  Hundred   Fifty
                         Thousand  Dollars   ($1,250,000.00)  during   such
                         aggregate period. 

                     (ii)     For purposes of this Section, the term _EBIT_
                         shall mean the net income before taxes and  before
                         interest  expense   of   Company's   Virginia/West
                         Virginia Service Division (and before deduction of
                         the payments to be made pursuant to this  Section)
                         during the  applicable  period.   In  making  said
                         determination, all gains or losses realized by the
                         Virginia/West Virginia Service Division of Company
                         on the  sale or  other disposition  of its  assets
                         (other than  in  the  ordinary  course)  shall  be
                         excluded.  The EBIT shall be determined by Company
                         in the manner set forth below, in accordance  with
                         general accepted accounting principles, subject to
                         verification as  described below.   Commencing  in
                         the year 1998, in making the determination of EBIT
                         for the Company's  Virginia/West Virginia  Service
                         Division, a one  and one-half  percent (1.5%)  MAS
                         royalty  fee  on  gross  sales  by  such  division
                         [discuss State of West Virginia contract] shall be
                         made incident  to  such  determination.    An  MAS
                         royalty fee is a fee charged to each branch of the
                         Company for  the following  services performed  by
                         Company's  corporate  headquarters:     marketing,
                         advertising, professional,  accounting  and  other
                         related expenses.  For each subsequent year during
                         the term of this  Agreement for which Company  may
                         be required to pay additional bonus hereunder, the
                         parties shall, in  good faith, agree  upon an  MAS
                         royalty fee to be  charged hereunder based on  the
                         level of services  and support  being provided  by
                         Company  to  its  Virginia/West  Virginia  Service
                         Division.  Provided, however, such MAS royalty fee
                         shall be 1.5% if the parties are unable to come to
                         any agreement  for  each  subsequent  year.    For
                         purposes of this Section, the term  _Virginia/West
                         Virginia Service Division_  shall be the  business
                         acquired by Company  from CBS  under the  Purchase
                         Agreement.  Company's contract  with the State  of
                         West Virginia  relating to  computer hardware  and
                         software and services for educational purposes for
                         K through 12 shall not be included as part of  the
                         Virginia/West Virginia Service Division. 

                     (iii)    For purposes of determining the EBIT for  any
                         particular year, except as noted above, no item of
                         income or expense will be allocated by Company  to
                         Company's Virginia/West Virginia Service  Division



                                        - 3 -
<PAGE>





                         unless such  items  are reasonably  calculated  to
                         contribute  to  the  increased  profits  of   such
                         division, it being the intent of the parties  that
                         the Company shall exercise  the utmost good  faith
                         with respect to allocations of income and  expense
                         to  Company's   Virginia/West   Virginia   Service
                         Division.  Incident to  the determination of  EBIT
                         of  Company's   Virginia/West   Virginia   Service
                         Division, no  compensation  of  any  executive  or
                         other employee of Company or its affiliates who do
                         not  work  directly  for  Company's  Virginia/West
                         Virginia Service  Division shall  be allocated  to
                         such  division.    Any  bonus  paid  to   Employee
                         pursuant to this Section 5(b) shall not be charged
                         against EBIT for any year. 

                     (iv)     Within sixty (60) days after the end of  each
                         period described herein,  Company will deliver  to
                         Employee copies of the report of EBIT prepared  by
                         Company for  the  subject period  along  with  any
                         supporting documentation  reasonably requested  by
                         Employee.    Within  thirty  (30)  days  following
                         delivery to  Employee  of  such  report,  Employee
                         shall have the right to  object in writing to  the
                         results  contained  in  such  determination.    If
                         timely objection is not  made by Employee to  such
                         determination,  such  determination  shall  become
                         final and binding for purposes of this  Agreement.
                          If  timely  objection  is  made  by  Employee  to
                         Company and  Employee  and  Company  are  able  to
                         resolve their differences in writing within thirty
                         (30) days following the expiration of the  thirty-
                         day period, then  such determination shall  become
                         final and binding as it regards to this Agreement.
                          If  timely  objection  is  made  by  Employee  to
                         Company and  Employee and  Company are  unable  to
                         resolve their differences in writing within thirty
                         (30) days following the expiration of the  thirty-
                         day period, then  all disputed matters  pertaining
                         to the report shall  be submitted and reviewed  by
                         the arbitrator (the  _Arbitrator_) which shall  be
                         an independent accounting firm selected by Company
                         and Employee.  If Company and Employee are  unable
                         to agree promptly on the accounting firm to  serve
                         as the Arbitrator, each shall select, by not later
                         than thirty (30) days day following the expiration
                         of the sixty-day period,  an accounting firm,  and
                         the  two  selected   accounting  firms  shall   be
                         instructed to select  promptly another  accounting
                         firm, such newly selected accounting firm to serve
                         as the Arbitrator.  The Arbitrator shall  consider
                         only  the  disputed  matters  pertaining  to   the
                         determination and  shall act  promptly to  resolve



                                        - 4 -
<PAGE>





                         all disputed matters and its decision with respect
                         to all disputed matters shall be final and binding
                         upon Company and  Employee.  The  expenses of  the
                         arbitration  (including  reasonable  attorney  and
                         accounting fees) shall be borne one-half (1/2)  by
                         Employee and one-half (1/2) by Company.

          6.   Fringe
                             
                             
                             
                      Benefits.    During  the  term  of  this   Agreement,
               Employee shall be entitled to the following benefits: 

               (a)   Health Insurance  - Employee  shall be  provided  with
                     the  standard  family  medical  health  and  insurance
                     coverage maintained  by  Company on  its  employees.  
                     Company and  Employee  shall each  pay  fifty  percent
                     (50%) of the cost of such coverage. 

               (b)   Vacation - Employee shall be  entitled each year to  a
                     vacation of  three  (3) weeks  during which  time  his
                     compensation  will  be   paid  in  full.     Provided,
                     however, such  weeks may  not be  taken  consecutively
                     without the written consent of Company. 
               (c)   Retirement Plan  - Employee  shall participate,  after
                     meeting  eligibility requirements,  in  any  qualified
                     retirement plans  and/or welfare  plans maintained  by
                     the Company during the term of this Agreement.

               (d)   Insurance  -  During  the  term  of  this   Agreement,
                     Company  shall  maintain  on  the  life  of  Employee,
                     provided  he  is   insurable  at  standard  rates,   a
                     declining term  life insurance  policy in  the  amount
                     set forth  on  Exhibit A  attached hereto.    Employee
                     shall be the owner of such policy and shall  designate
                     the beneficiary thereof.  Employee agrees to take  any
                     and all physicals that  are necessary incident to  the
                     issuance and/or renewal of said policy.  In  addition,
                     Employee agrees  to take  any and  all physicals  that
                     are necessary  incident  to the  procurement  of  key-
                     person insurance  upon his life  by Company.   In  the
                     event  that Employee  is  not  insurable  at  standard
                     rates during the term of this Agreement, but  Employee
                     is able  to  procure rated  coverage,  Employee  shall
                     have the right to procure coverage for a lower  amount
                     of insurance, the cost of  which is equivalent to  the
                     standard term rate cost of  the coverage set forth  on
                     Exhibit A or  to contribute to  the cost of  insurance
                     to   maintain   the   applicable   coverage.      Said
                     determination shall be at Employee's sole  discretion.
                      In the event Employee is not insurable, then  Company
                     shall pay Employee  an amount equal  to the  projected
                     cost of the  contemplated term insurance coverage  set
                     forth on Exhibit  A at standard  rates.   The cost  of
                     this insurance coverage shall be a charge against  the
                     EBIT  of  Company's  Virginia/West  Virginia   Service



                                        - 5 -
<PAGE>





                     Division for purposes of Section  5(b).  In the  event
                     that Employee should die prior to the insurance  being
                     obtained hereunder or  in the  event insurance  cannot
                     be obtained for  medical reasons,  Company shall  have
                     no  obligation to  Employee  or  his  beneficiary  for
                     payment of any of the  amounts set forth on Exhibit  A
                     upon Employee's death. 

          (e)  Other Company  Programs  -  Employee shall  be  eligible  to
                     participate   in   any   other   plans   or   programs
                     implemented by the  Company for all  of its  employees
                     with duties and responsibilities similar to  Employee.


               (r)   Employee shall be  responsible for any  and all  taxes
                     owed, if any, on the  fringe benefits provided to  him
                     pursuant to this Section 6. 

          7.   Expenses
                      
                      
                       .    During  the   term  of  Employee's   employment
               hereunder, Employee  shall  be entitled  to  receive  prompt
               reimbursement for all  reasonable and  customary travel  and
               entertainment  expenses  or  other  out-of-pocket   business
               expenses incurred by Employee  in fulfilling the  Employee's
               duties  and  responsibilities   hereunder,  including,   all
               expenses of travel and living expenses while away from  home
               on business or at the request  of and in the service of  the
               Company,  provided  that  such  expenses  are  incurred  and
               accounted for in accordance with the reasonable policies and
               procedures established by the Company.

          8.   Non-Competition
                             
                             
                              .    Employee   expressly  acknowledges   the
               provisions of Section 7  of the Purchase Agreement  relating
               to  Employee's  Covenant  Not  to  Compete  with  Company.  
               Accordingly, such provisions of  Section 7 are  incorporated
               herein by reference  to the extent  as if  restated in  full
               herein.   In addition  to the  consideration received  under
               this Agreement, Employee acknowledges that as one of the two
               owners  of  the  common  stock  of  CBS,  he  has   received
               substantial  consideration   pursuant   to   such   Purchase
               Agreement  and   that  as   an   inducement  for,   and   in
               consideration  of,  Company   entering  into  the   Purchase
               Agreement and Company entering into this Agreement, Employee
               has agreed to be  bound by such provisions  of Section 7  of
               the Purchase  Agreement.   Accordingly, such  provisions  of
               Section 7 and Exhibit L-2  and the restrictions on  Employee
               thereby imposed shall apply as stated therein. 

          9.                                                            
                                                                        
                                                                        
               Non-Disclosure and Assignment of Confidential Information.  
               The Employee acknowledges that  the Company's trade  secrets
               and confidential  and  proprietary information,  including  
               without limitation:

               (a)   unpublished information concerning the Company's:



                                        - 6 -
<PAGE>






                     (i) research activities and plans,
                     (ii)     marketing or sales plans,
                     (iii)    pricing or pricing strategies,
                     (iv)     operational techniques,
                     (v) customer and supplier lists, and
                     (vi)     strategic plans;

               (b)   unpublished    financial    information,     including
                     unpublished information  concerning revenues,  profits
                     and profit margins;

               (c)   internal confidential manuals; and

               (d)   any "material inside  information" as  such phrase  is
                     used for purposes  of the Securities  Exchange Act  of
                     1934, as amended;

          all constitute valuable, special and unique proprietary and trade
          secret information of the Company.  In recognition of this  fact,
          the Employee agrees that the Employee will not disclose any  such
          trade secrets or confidential or proprietary information  (except
          (i)  information   which  becomes   publicly  available   without
          violation of this Employment Agreement, (ii) information of which
          the Employee did not know and should not have known was disclosed
          to  the   Employee   in   violation   of   any   other   person's
          confidentiality obligation,  and  (iii)  disclosure  required  in
          connection with any legal process),  nor shall the Employee  make
          use of any such information for the benefit of any person,  firm,
          operation or other entity except the Company and its subsidiaries
          or affiliates.   The Employee's obligation  to keep  all of  such
          information confidential  shall be  in effect  during and  for  a
          period of five (5) years after the termination of his  employment
          in those  states where  Company has  business offices;  provided,
          however, that the  Employee will keep  confidential and will  not
          disclose any trade secret or similar information protected  under
          law as intangible  property (subject to  the same exceptions  set
          forth in  the parenthetical  clause above)  for so  long as  such
          protection under law is extended. 

          10.            
                         
                         
               Termination. 

               (a)   The Employee's  employment  with the  Company  may  be
                     terminated at any time as follows:

                 (i)     By Employee's death;

                (ii)     By Employee's physical  or mental  disability
                         which renders Employee unable to perform  his
                         duties hereunder. 

               (iii)     By the  Company, for  cause upon  three (3)  day's
                         written notice to Employee.  For purposes of  this



                                        - 7 -
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                         Agreement, the term "cause" shall mean termination
                         upon:   (i) the  engaging by  Employee in  conduct
                         which is demonstrably and materially injurious  to
                         the Company,  monetarily or  otherwise,  including
                         but not limited to any material  misrepresentation
                         related to the performance of his duties; (ii) the
                         conviction of Employee of a felony or other  crime
                         involving theft or  fraud, (iii) Employee's  gross
                         neglect or gross  misconduct in  carrying out  his
                         duties hereunder  resulting,  in either  case,  in
                         material harm to the Company; or (iv) any material
                         breach by Employee of this Agreement.

               (b)  Compensation  upon  Termination:    In  the  event   of
                    termination of employment, the Employee or his  estate,
                    in the event of death, shall be entitled to his  annual
                    base salary and  other benefits  provided hereunder  to
                    the date  of his  termination.   In addition,  Employee
                    shall be entitled to receive  any bonus accrued to  the
                    date of his  termination of employment  as provided  in
                    Section 5(b), which  shall be  payable (if  applicable)
                    pursuant to  the  terms  thereof.    In  the  event  of
                    Employee's  death,  Employee's  designated  beneficiary
                    shall also be entitled  to all life insurance  benefits
                    as referenced in paragraph 6(d). 

          11.  Disability
                        
                        
                         .  In the event that Employee becomes  temporarily
               disabled and/or totally and permanently disabled, physically
               or mentally, which renders him unable to perform his  duties
               hereunder, Employee shall receive one hundred percent (100%)
               of his base  annual salary (in  effect at the  time of  such
               disability) for  a  period of  one  (1) year  following  the
               initial date of such disability  (offset by any payments  to
               the Employee received pursuant to disability benefit  plans,
               if any, maintained by the Company.)  Such payments shall  be
               payable in twelve consecutive equal monthly installments and
               shall commence thirty (30)  days after the determination  by
               the physicians of such disability as set forth below. 

               For purposes of this Agreement, Employee shall be deemed  to
               be  temporarily  disabled  and/or  totally  and  permanently
               disabled if attested to by two qualified physicians, (one to
               be selected by Company and the other by Employee)  competent
               to give  opinions in  the area  of the  disabled  Employee's
               physical and/or  mental condition.   If  the two  physicians
               disagree, they shall select a third physician, whose opinion
               shall control.  Employee shall  be deemed to be  temporarily
               disabled and/or totally and permanently disabled if he shall
               become disabled as  a result of  any medically  determinable
               impairment of mind or body  which renders it impossible  for
               such  Employee   to   perform  satisfactorily   his   duties
               hereunder, and the qualified physician(s) referred to  above
               certify that  such disability  does, in  fact, exist.    The



                                        - 8 -
<PAGE>





               opinion of the qualified physician(s) shall be given by such
               physician(s), in  writing directed  to  the Company  and  to
               Employee.  The physician(s) decision shall include the  date
               that disability began,  if possible, and  the 12th month  of
               such  disability,  if  possible.    The  decision  of   such
               physician(s) shall be final and  conclusive and the cost  of
               such examination shall be paid by Employer.

          12.             
                          
                          
               Severability.  In case any one (1) or more of the provisions
               or part of a provision contained in this Agreement shall  be
               held to be invalid, illegal or unenforceable in any respect,
               such invalidity,  illegality or  unenforceability shall  not
               affect any other provision  or part of  a provision of  this
               Agreement.  In  such a  situation, this  Agreement shall  be
               reformed and  construed  as  if  such  invalid,  illegal  or
               unenforceable provision, or part  of a provision, had  never
               been contained herein, and such  provision or part shall  be
               reformed so that it will be valid, legal and enforceable  to
               the maximum extent possible.

          13.  Governing
                           
                           
                           
                         Law.    This  Agreement  shall  be  governed   and
               construed under the laws of the State of Kentucky and  shall
               not be modified or discharged, in  whole or in part,  except
               by an agreement in writing signed by the parties.

          14.  Notices
                     
                     
                      .    All   notices,  requests,   demands  and   other
               communications  relating  to  this  Agreement  shall  be  in
               writing and  shall be  deemed to  have  been duly  given  if
               delivered personally or  mailed by  certified or  registered
               mail, return  receipt  requested,  postage  prepaid  to  the
               following addresses (or to such other address for a party as
               shall be specified by notice pursuant hereto):

               If to Company, to:  Pomeroy Computer Resources, Inc.
                              1020 Petersburg Road
                              Hebron, Kentucky  41048

               With a copy to:     James H. Smith III
                              Lindhorst & Dreidame Co., L.P.A.
                              312 Walnut Street, Suite 2300
                              Cincinnati, Ohio  45202

               If to Employee, to: the Employee's residential address, as
                              set forth in the Company's records

               With a copy to:     Saunders, Cary and Patterson
                              9100 Arboretum Parkway, Suite 300
                              Richmond, Virginia  23236
                              Attn:  Edwin Gadberry, III

          15.  Enforcement of Rights
                                   
                                   
                                    .  The parties expressly recognize that
               any breach of this  Agreement by either  party is likely  to
               result in irrevocable  injury to the  other party and  agree



                                        - 9 -
<PAGE>





               that such other party shall be entitled, if it so elects, to
               institute  and  prosecute  proceedings   in  any  court   of
               competent jurisdiction  in  Chesterfield  County,  Virginia,
               either at law or in equity, to obtain damages for any breach
               of this Agreement, or to enforce the specific performance of
               this Agreement by  each party or  to enjoin  any party  from
               activities in violation  of this Agreement.   Should  either
               party engage in any activities prohibited by this Agreement,
               such party  agrees  to  pay over  to  the  other  party  all
               compensation, remuneration, monies or  property of any  sort
               received in connection with  such activities.  Such  payment
               shall not impair any rights or remedies of any non-breaching
               party or obligations or  liabilities of any breaching  party
               pursuant to this Agreement or any applicable law.

          16.  Entire Agreement
                              
                              
                               .  This Agreement and the Purchase Agreement
               referred to herein contain  the entire understanding of  the
               parties with respect to the subject matter contained  herein
               and may  be  altered,  amended  or  superseded  only  by  an
               agreement in  writing,  signed  by the  party  against  whom
               enforcement of any  waiver, change, modification,  extension
               or discharge is sought.

          17.                    
                                 
                                 
               Parties in Interest. 

               (a)  This Agreement  is  personal  to each  of  the  parties
                    hereto.  No party may assign or delegate any rights  or
                     obligations  hereunder  without  first  obtaining  the
                    written consent of  the other  party hereto;  provided,
                    however, that nothing in this Section 17 shall preclude
                    (i) Employee from designating a beneficiary to  receive
                    any benefit payable hereunder  upon his death, or  (ii)
                    executors, administrators, or legal representatives  of
                    Employee  or  his  estate  from  assigning  any  rights
                    hereunder to  person  or  persons  entitled  thereto.  
                    Notwithstanding the foregoing, this Agreement shall  be
                    binding upon and inure to the benefit of any  successor
                    corporation of Company

               (b)  The Company will require any successor (whether  direct
                    or indirect,  by  purchase,  merger,  consolidation  or
                    otherwise) to all or substantially all of the assets of
                    the Company or the business  with respect to which  the
                    duties and responsibilities of Employee are principally
                    related, to expressly assume and agree to perform  this
                    Agreement in the  same manner  and to  the same  extent
                    that Company would have been required to perform it  if
                    no such succession had  taken place.   As used in  this
                    Agreement  "Company"   shall   mean  the   Company   as
                    hereinbefore defined and any successor to its  business
                    and/or assets as aforesaid which executes and  delivers
                    the assumption agreement provided  for in this  Section
                    17 or which  otherwise becomes bound  by all the  terms



                                       - 10 -
<PAGE>





                    and provisions of this Agreement by operation of law.

          18.  Representations  of  Employee
                                            
                                            
                                            .    Employee  represents   and
               warrants that he is not party  to or bound by any  agreement
               or contract or subject to any restrictions including without
               limitation  any  restriction  imposed  in  connection   with
               previous employment  which prevents  Employee from  entering
               into and performing his  obligations under this Agreement. 

          19.  Counterparts
                          
                          
                           .  This Agreement may be executed simultaneously
               in several counterparts,  each of which  shall be deemed  an
               original part, which together  shall constitute one and  the
               same instrument. 

          IN WITNESS WHEREOF, this Agreement has been executed effective as
          of the day and year first above written.

          WITNESSES:                      COMPANY:
                                          POMEROY COMPUTER RESOURCES, INC.
          __________________________


          __________________________
               By:_________________________________
                                               Stephen E. Pomeroy
                                               Chief Financial Officer

          __________________________           EMPLOYEE:


          __________________________
               ____________________________________
                                          STEVEN SHAPIRO























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