ASSUMPTION OF LIABILITIES
                            -------------------------


THIS  ASSUMPTION OF LIABILITIES is made this 6th day of May, 1999 by and between
Systems  Atlanta  Commercial Systems, Inc., a Georgia corporation ("Seller") and
Pomeroy  Computer  Resources,  Inc., a Delaware corporation ("Purchaser No. 1").

WHEREAS,  pursuant  to  an  Asset  Purchase  Agreement  dated May 6th, 1999 (the
"Agreement") by and among Purchaser No. 1, Pomeroy Select Integration Solutions,
Inc. (Purchaser No. 2"), Seller and B. Scott Dobson, Charley G. Dobson, Betty H.
Dobson and Tyler H. Dobson, Purchaser No. 1 wishes to assume certain obligations
of  Seller.

NOW,  THEREFORE, pursuant to the Agreement and in consideration of the premises,
and  for  good  and  valuable  consideration,  the  receipt  of  which is hereby
acknowledged,  the  Seller  and  Purchaser  No.  1  hereby  agree  as  follows:

1.   Assumption
     ----------

     Purchaser No. 1 hereby  accepts,  assumes and agrees to pay and perform the
     obligations of Seller as set forth on Exhibit "1" attached  hereto and made
     a part hereof. Purchaser No. 1 agrees to indemnify and hold Seller harmless
     from any liability with respect to such assumed obligations.

2.   Excluded  Liabilities
     ---------------------

     Notwithstanding  anything  to the  contrary  in the  Agreement  or in  this
     Assumption  of  Liabilities,  Purchaser No. 1 shall not assume or be liable
     for any liabilities of Seller not listed on Exhibit "1" attached hereto and
     made part hereof.

3.   The  Agreement
     --------------

     Nothing  contained in this  Assumption  of  Liabilities  shall be deemed to
     supersede, restrict, impair, diminish, enlarge or expand in any respect any
     of the  obligations,  agreements,  covenants  or  warranties  of  Seller or
     Purchaser  No.  1  contained  in the  Agreement.  All  terms  used  in this
     Assumption of Liabilities shall have the meaning defined in the Agreement.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have caused this Assumption of
Liabilities  to  be  executed  in  their  names on the date first above written.

                                   SYSTEMS  ATLANTA  COMMERCIAL SYSTEMS, INC., a
                                   Georgia  corporation


                                   By:  ________________________________
                                         B.  Scott  Dobson,  Vice-President


                                   POMEROY  COMPUTER  RESOURCES,  INC.,
                                   a  Delaware  corporation

                                      - 1 -
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                                   By:  ________________________________
                                        Stephen  E.  Pomeroy,  Chief  Financial
Officer

STATE  OF  ___________    )
                          )  SS:
COUNTY OF  ___________    )

     The  foregoing  instrument was acknowledged before me this ____ day of May,
1999  by  B. Scott Dobson, Vice-President of Systems Atlanta Commercial Systems,
Inc.,  a  Georgia  corporation,  on  behalf  of  the  corporation.


                                   _________________________________
                                   NOTARY  PUBLIC


STATE  OF  OHIO           )
                          )  SS:
COUNTY  OF  HAMILTON      )

     The  foregoing instrument was acknowledged before me this  ____ day of May,
1999  by  Stephen  E.  Pomeroy,  Chief  Financial  Officer  of  Pomeroy Computer
Resources  Inc.,  a  Delaware  corporation,  on  behalf  of  the  corporation.


                                   _________________________________
                                   NOTARY  PUBLIC

                                      - 2 -
<PAGE>
                                   EXHIBIT 1"

                            LIABILITIES BEING ASSUMED


(a)  Sellers  obligation  to SAI (whose  obligation is to AT&T - Finova) under a
     floor plan credit  facility,  the outstanding  amount of which on the March
     31, 1999 Pro Forma Balance Sheet No. 1 is $522,731.86 and as of the Closing
     Date is $227,585.40, which is collateralized by a security interest in SAIs
     assets;

(b)  Sellers obligation to SAI (whose obligation is to the Bank of Canton) under
     a term  financing  line, the  outstanding  amount of which on the March 31,
     1999 Pro Forma  Balance Sheet No. 1 is $0.00 and as of the Closing Date, is
     $138,581.91,  which is  collateralized by a security interest in certain of
     SAIs assets;

(c)  Sellers  obligation to GMAC on a vehicle being transferred to Purchaser No.
     1, the outstanding  amount of which on the March 31, 1999 Pro Forma Balance
     Sheet is $12,052.93  and as of the Closing Date,  is  $11,729.69,  which is
     collateralized by a security interest in said vehicle.

(d)  All of the trade accounts  payable of the Seller relating to Business No. 1
     incurred in the ordinary  course of business  consistent with Sellers prior
     practices,  the outstanding amount of which is $334,937.90 on the March 31,
     1999 Pro Forma  Balance  Sheet No. 1, and as may be incurred,  increased or
     decreased  since the March 31,  1999  Balance  Sheet No. 1 to the Pro Forma
     Balance Sheet No. 1 for  operations  in the ordinary  course of business or
     any other  transaction  provided  by this  Agreement,  and  subject  to the
     satisfaction of the Net Asset Amount No. 1 requirement set forth in Section
     4.1(d) as of the Closing Date.

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