EMPLOYMENT AGREEMENT


THIS  AGREEMENT  made  as of the _____ day of July, 2000, by and between POMEROY
COMPUTER  RESOURCES, INC., a Delaware corporation ("Company"), and GREGORY STITT
("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 substantially all the
assets  of  DataNet,  Inc.  ("DataNet")  used  in  its business of marketing and
selling a broad range of microcomputers and related products including equipment
selection  procurement  and  configuration;  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
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     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  ______ day of July,  2000,  and shall  continue  for a
     period of two (2) years,  ending July _____, 2002 unless terminated earlier
     pursuant to the  provisions of Section 10,  provided that Sections 8, 9 and
     10(b), 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
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     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.


<PAGE>
4.   Duties.  Employee  shall  serve  as  Technical  Service  Director  for  the
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     Company's Raleigh, North Carolina 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.  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
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     Agreement  (in  addition to other  monetary or other  benefits  referred to
     herein), compensation shall be paid to Employee as follows:

     (a)  Base  Salary:  During each  fiscal  year of the  initial  term of this
          Agreement  (unless   renegotiated  by  the  mutual  agreement  of  the
          parties),  Employee shall be paid an annual base salary of One Hundred
          Fifty  Thousand  Dollars  ($150,000.00).  Said  base  salary  shall be
          payable in accordance  with the  historical  payroll  practices of the
          Company.

     (b)  Annual Cash Bonus - Raleigh,  North Carolina Division:  In addition to
          Employee's  base salary as set forth in Section  5(a)  above,  for the
          period  commencing  upon the  closing of the  Purchase  Agreement  and
          ending January 5, 2001, Employee shall be entitled to a cash bonus and
          incentive stock option award in the event Employee  satisfies  certain
          economic criteria pertaining to the Company's Raleigh,  North Carolina
          Division set forth as follows:

          (i)  Net profit  before  taxes  ("NPBT") of Company's  Raleigh,  North
               Carolina  Division  greater than  $3,000,000.00  but less than or
               equal to  $3,250,000.00  equals  $10,000.00 cash bonus plus 5,000
               incentive stock options;

          (ii) NPBT of Company's  Raleigh,  North Carolina Division greater than
               $3,250,000.00  but less  than or equal  to  $3,500.000.00  equals
               $15,000.00 cash bonus plus 7,500 incentive stock options;

          (iii)NPBT  Company's  Raleigh,  North Carolina  Division  greater than
               $3,500,000.00  equals $20,000.00 cash bonus plus 10,000 incentive
               stock options;

          (iv) For the  period  commencing  with  the  Closing  of the  Purchase
               Agreement and ending January 5, 2001, the net profit before taxes
               criteria and the cash bonus and incentive  stock option award set
               forth above shall be pro-rated. Specifically, such items shall be
               determined based on a percentage equal to the number of days from
               the  Closing  Date  to  January  5,  2001,   over  three  hundred


<PAGE>
               sixty-five (365) days. For example,  if the transaction closes on
               July 28, 2000,  the applicable  criteria,  under (i) for example,
               would be NPBT greater than  $1,323,288.00  but less than or equal
               to  $1,433,575.00  equals $4,411.00 cash bonus and 2206 incentive
               stock options;

          (v)  For purposes of this section,  the term "NPBT" shall mean the net
               profit  before  taxes  of  Company's   Raleigh,   North  Carolina
               Division,  during  the  applicable  period.  The  NPBT  shall  be
               determined by the internally  generated  financial  statements of
               the Company in  accordance  with  generally  accepted  accounting
               principles,  consistently applied,  provided that no effect shall
               be given to any gain or loss  attributable  to sale of  assets by
               said  Company's  Raleigh,  North  Carolina  Division  not  in the
               ordinary course of business, and provided that no effect shall be
               given  to  any   increase   in  the   amounts  of   depreciation,
               amortization  or other expense or deduction  taken on tangible or
               intangible assets of Company's  Raleigh,  North Carolina Division
               if such  increase  is  attributable  to the  revaluation  of such
               assets incident to their acquisition pursuant to the terms of the
               Purchase Agreement. Commencing upon the installation of the Astea
               (MAS and  accounting)  System  at the  Company's  Raleigh,  North
               Carolina  Division,  a 1.5% MAS  royalty  on  gross  sales by the
               Company's Raleigh, North Carolina Division shall be made incident
               to said NPBT  determination.  For each  subsequent year described
               above that this  Agreement is in effect,  the parties  shall,  in
               good faith,  agree upon the MAS  royalty to be charged  hereunder
               based on the level of  services  and  support  being  provided by
               Company  to  its  Raleigh,  North  Carolina  Division.  Provided,
               however,  such MAS royalty  fees shall be 1.5% if the parties are
               unable  to  come to  agreement  for  each  subsequent  year.  For
               purposes of this  section,  the term  "Company's  Raleigh,  North
               Carolina  Division"  shall be defined as the businesses  acquired
               from  DataNet,  by  Company  and its  affiliate,  Pomeroy  Select
               Integration Solutions,  Inc., pursuant to the Purchase Agreement,
               provided, however, commencing upon the Astea (MAS and accounting)
               System conversion,  the term "Company's  Raleigh,  North Carolina
               Division" shall include the Company's existing Research Triangle,
               North  Carolina  branch.  Said  determination  of NPBT  shall  be
               subject  to  verification  as set forth  below.  Any cash  amount
               determined under section 5(b) shall be payable to Employee within
               thirty (30) days after the  issuance of the  Company's  financial
               statements for such period.


                                      -3-
<PAGE>
          (vi) Any award of the  incentive  stock  options to acquire the common
               stock of Company  shall be made fifty percent (50%) in the shares
               of the  Company  and  fifty  percent  (50%) in the  shares of the
               Company's subsidiary (Pomeroy Select Integration Solutions, Inc.)
               if it is a publicly  traded entity at such time, as of January 5,
               2001 or any other  applicable date, which shall mean with respect
               to such  shares,  the  average  between  the high and low bid and
               asked  prices for such shares on the  over-the-counter  market on
               the last  business day prior to the date on which the value is to
               be determined (or the next preceding date on which sales occurred
               if there were no sales on such  date).  In the event the stock of
               Pomeroy Select Integration Solutions, Inc. is not publicly traded
               as of January 5, 2001, Company shall have the right to award 100%
               in the shares of the  Company  (in lieu of 50%) or shall have the
               right to pay to Employee,  in cash, the fair market value of such
               50% of the stock  options  of the  Company  determined  under the
               Black  Scholes  method of valuation of stock  options.  Any stock
               options  awarded  shall be  fully  vested  over a three  (3) year
               period,  vesting thirty-three and one-third percent (33 1/3%) per
               year of employment from the effective date of this Agreement.

          (vii)The parties agree that in January,  2001, January, 2002, January,
               2003 and January,  2004,  they will negotiate in good faith,  the
               level of NPBT of Company's  Raleigh,  North Carolina Division for
               the aforementioned cash bonus and incentive stock option award to
               be earned for such years, which NPBT criteria shall be predicated
               upon  Company's   Raleigh,   North  Carolina   Division's  goals,
               projections and budgets  established at the outset of such fiscal
               year.

     (c)  In addition to Employee's base salary as set forth in Section 5(a) and
          any annual cash  bonus/incentive  stock option award that Employee may
          be entitled to under  Section 5(b) based on Company's  Raleigh,  North
          Carolina Division's performance,  Employee shall be entitled to a cash
          bonus and  incentive  deferred  compensation  and an  incentive  stock
          option award for the year 2000 in the event Employee satisfies certain
          economic  criteria  pertaining  to  Company's  performance  during the
          fiscal year 2000, as follows:

          (i)  Gross sales of Company greater than $915,000,000.00 but less than
               or equal to $950,000,000.00  with NPBT greater than 6.0% of gross
               sales equals $10,000.00 cash plus 5,000 incentive stock options;


                                      -4-
<PAGE>
          (ii) Gross sales of Company greater than $950,000,000.00 but less than
               or equal to  $1,000,000,000.00  with  NPBT  greater  than 6.0% of
               gross sales equals  $15,000.00  cash plus 7,500  incentive  stock
               options;

          (iii)Gross sales of Company greater than  $1,000,000,000.00  with NPBT
               greater  than 6.0% of gross  sales  equals  $20,000.00  cash plus
               10,000 incentive stock options.

          (iv) The cash bonus and incentive stock option awards  hereunder shall
               be pro-rated  for the period  commencing  with the Closing of the
               Purchase Agreement and ending January 5, 2001, based on a formula
               based on the  number of days  from the  Closing  of the  Purchase
               Agreement to January 5, 2001, over three hundred sixty-five (365)
               days.

          (v)  For purposes of this  Section,  the term "Gross Sales" shall mean
               the gross sales of  equipment,  software  and services by Company
               during the applicable period, determined on a consolidated basis.
               In making  said gross sales  determination,  all gains and losses
               realized on the sale or other disposition of Company's assets not
               in the ordinary course shall be excluded.  All refunds or returns
               which are made during such period shall be subtracted  along with
               all accounts  receivable derived from such sales that are written
               off during such period in accordance  with  Company's  accounting
               system.  Such Gross Sales and net pre-tax margin of Company shall
               be  determined by the Chief  Financial  Officer of the Company in
               accordance with generally accepted accounting principles and such
               determination  shall be final,  binding and  conclusive  upon all
               parties  hereto.  All amounts due  Employee  under  Section  5(c)
               (other  than  the  award of any  incentive  stock  options)  will
               constitute incentive deferred compensation which shall be payable
               to  Employee  according  to  the  terms  and  conditions  of  the
               Incentive  Deferred  Compensation  Agreement  attached hereto and
               incorporated   herein  as  Exhibit  A.  Any  incentive   deferred
               compensation  shall  be fully  vested  over a  five-year  period,
               vesting 20% per year of  employment  from the  effective  date of
               this Agreement.


                                      -5-
<PAGE>
          (vi) Any award of the  incentive  stock  options to acquire the common
               stock of Company  shall be made fifty percent (50%) in the shares
               of the  Company  and  fifty  percent  (50%) in the  shares of the
               Company's subsidiary (Pomeroy Select Integration Solutions, Inc.)
               if it is a publicly  traded entity at such time, as of January 5,
               2001 or any other  applicable date, which shall mean with respect
               to such  shares,  the  average  between  the high and low bid and
               asked  prices for such shares on the  over-the-counter  market on
               the last  business day prior to the date on which the value is to
               be determined (or the next preceding date on which sales occurred
               if there were no sales on such  date).  In the event the stock of
               Pomeroy Select Integration Solutions, Inc. is not publicly traded
               as of January 5, 2001, Company shall have the right to award 100%
               in the shares of the  Company  (in lieu of 50%) or shall have the
               right to pay to Employee,  in cash, the fair market value of such
               50% of the stock  options  of the  Company  determined  under the
               Black  Scholes  method  of  valuation  for  stock  options.   Any
               incentive  stock  options  awarded shall be fully vested over the
               three (3) year period, vesting thirty-three and one-third percent
               (33 1/3%) per year of employment  from the effective date of this
               Agreement.

          (vii)The parties agree that in January,  2001, January, 2002, January,
               2003 and  January,  2004,  they will  negotiate in good faith the
               implementation  of economic criteria for the earning of incentive
               deferred  compensation  and  incentive  stock  option  award  for
               Employee for each of the remaining fiscal years of this Agreement
               which will be predicated upon the attainment of Company's  goals,
               projections and budgets established at the outset for such fiscal
               year  which  shall be  consistent  with the  goals  set forth for
               senior  management  of Company for such  year(s).  The  incentive
               deferred  compensation and incentive stock option awards shall be
               predicated  on  the  structure  (as  to  amounts)  used  for  the
               incentive deferred  compensation/incentive  stock option award of
               Company for the year 2000.

          (viii) Company will  deliver to Employee  copies of the reports of any
               determination  made hereunder by Company for the subject  period,
               along with any  documentation  reasonably  requested by Employee.
               Within fifteen (15) 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
               a timely  objection  is made by  Employee,  and the  Company  and
               Employee are able to resolve their  differences in writing within
               fifteen (15) days  following the expiration of the initial 15-day
               period, then such determination shall become final and binding as
               it pertains 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  fifteen (15) days


                                      -6-
<PAGE>
               following the expiration of the initial  15-day period,  then all
               disputed matters  pertaining to the report shall be submitted and
               reviewed  by the  Arbitrator  ("Arbitrator"),  which  shall be an
               independent  accounting firm selected by Company and Employee. If
               Employee  and  Company  are  unable  to  promptly  agree  on  the
               accounting firm to serve as the Arbitrator, each shall select, by
               not later than fifteen (15) days  following the expiration of the
               initial fifteen (15) day period,  one accounting firm and the two
               selected  accounting  firms  shall then be  instructed  to select
               promptly a third  accounting  firm, such third 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 all disputed matters. A decision with respect
               to all disputed  matters  shall be final and binding upon Company
               and Employee. The expenses of Arbitration shall be borne one-half
               by  Employee  and  one-half  by  Company.  Each  party  shall  be
               responsible for his/its own attorney and accounting fees.

6.   Fringe  Benefits.  During  the  term of  this  Agreement, Employee shall be
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     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
          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)  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.


                                      -7-
<PAGE>
     (e)  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 this Agreement,  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 and also  Employee's  Covenant  Not to Compete with  Company's
     wholly-owned  subsidiary,   Pomeroy  Select  Integration  Solutions,   Inc.
     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  owners  of the  common  stock  of  DataNet,  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 Exhibits I-6 and
     I-7 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:

          (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;


                                      -8-
<PAGE>
     (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 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; 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 only for the following reasons:

          (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 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,
               gross  misconduct  or gross  insubordination  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.


                                      -9-
<PAGE>
     (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 Sections 5(b) and 5(c), which
          shall be payable (if applicable) pursuant to the terms thereof.

11.  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.

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

13.  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,  Esq.
                          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:   Cathleen  Plaut,  Esq.
                          Bailey  &  Dixon,  LLP
                          P.O.  Box  1351
                          Raleigh,  North  Carolina  27602


                                      -10-
<PAGE>
14.  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 that such other party shall be entitled, if it so
     elects,  to institute and prosecute  proceedings  in any court of competent
     jurisdiction in Wake County, North Carolina, 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.

15.  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.

16.  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 16 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  16 or which  otherwise  becomes  bound by all the  terms  and
          provisions of this Agreement by operation of law.


                                      -11-
<PAGE>
17.  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.

18.  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:
---------------------------

---------------------------                -------------------------------------
                                           GREGORY  STITT


<PAGE>