AGREEMENT

          This  Agreement  made  and  entered  into  this  ______  day   of
          ___________, 1997,  by  and  between  MARVIN  ROSEN  (hereinafter
          referred to as "Owner") and  POMEROY COMPUTER RESOURCES, INC.,  a
          Delaware corporation (hereinafter referred to as "Purchaser").

                                W I T N E S S E T H :

          WHEREAS, simultaneously  with the  execution of  this  Agreement,
          Purchaser  entered  into  an  Asset  Purchase  Agreement  ("Asset
          Purchase Agreement") with Magic Box, Inc., a  Florida corporation
          (hereinafter referred to as  ("Seller"'), for the  acquisition of
          substantially all of Seller's assets relating to its business  of
          providing micro-computer  products and  computer integration  and
          networking  services  to  customers  in  southern  Florida   (the
          "Business"); and

          WHEREAS, Owner  owns twenty-five  percent  (25%) percent  of  the
          outstanding stock of Seller; and

          WHEREAS, Purchaser would not have entered into the Asset Purchase
          Agreement with Seller without the consent of Owner to enter  into
          this covenant not to compete agreement; and

          WHEREAS, pursuant to  Sections 8 and  13.2(d)(vii) of said  Asset
          Purchase Agreement, Owner agreed to enter into this Agreement;

          NOW, THEREFORE,  in  consideration  of the  mutual  promises  and
          covenants herein contained and in consideration of the  execution
          and closing of the Asset  Purchase Agreement, the parties  hereto
          agree as follows:

          1.   As an  inducement  for Purchaser  to  enter into  the  Asset
          Purchase Agreement  with Seller  (25% of  the stock  of which  is
          owned by Owner),  Owner covenants and  agrees that  for a  period
          equal to three (3) years from  the closing of the Asset  Purchase
          Agreement of  even date  herewith, Owner  will not,  or with  any
          other person, corporation or  entity, directly or indirectly, by
          stock or other ownership,  investment, management, employment  or
          otherwise, or in any relationship whatsoever:

               (a)  Solicit, divert or  take away, or  attempt to  solicit,
          divert or take away, any of  the business, clients, customers  or
          patronage of  Purchaser or  any affiliate  or subsidiary  thereof
          relating to the Business of Purchaser, as defined below;

               (b)  Attempt to seek  or cause any  clients or customers  of
          Purchaser or any such affiliate or subsidiary relating thereto to
          refrain from  continuing  their  patronage  of  the  Business  of
          Purchaser;

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               (c)  Engage in the Business  of Purchaser with that  carried
          on by Purchaser  or any subsidiary  or affiliate  thereof in  the
          State of Florida;

               (d)  Knowingly employ  or engage,  or attempt  to employ  or
          engage, in  any  capacity,  any  person  in  the  employ  of  the
          Purchaser or any affiliate or  subsidiary (except that Owner  may
          employ one  of  other  Shareholders of  Seller  subject  to  such
          Shareholder's compliance with  his/her non-competition  agreement
          with Purchaser). 

               (e)  Nothing in  this Agreement  shall prohibit  Owner  from
          owning stock in a computer based training services business known
          as Ace Education,  Inc.   In addition,  nothing contained  herein
          shall preclude Owner from entering  into a venture involving  the
          manufacture and marketing of computer chips or any other line  of
          business which is  not substantially similar  to the Business  of
          Purchaser.  Finally, the representation by  Owner as a lawyer  or
          his law  firm of  an  entity engaged  in  a competitive  line  of
          business shall not be a violation of this Agreement. 

               For purposes of this Section, the   Business of Purchaser  
         shall mean any  person, corporation, partnership  or other  legal
          entity engaged, directly or  indirectly, through subsidiaries  or
          affiliates,  in  computer   system  integration  and   networking
          services or  any other  computer  related business  performed  by
          Purchaser  in  Florida   which  if  performed   by  Owner   would
          substantially affect the Business of Purchaser in Florida.

               Owner has carefully  read all  the terms  and conditions  of
          this Paragraph  1  and has  given  careful consideration  to  the
          covenants and restrictions imposed upon Owner herein, and  agrees
          that the  same  are  necessary  for  the  reasonable  and  proper
          protection of  the Seller's  Business acquired  by Purchaser  and
          have been separately bargained for and agrees that Purchaser  has
          been induced to enter into the  Asset Purchase Agreement and pay
          the consideration described in Paragraph 2 by the  representation
          of Owner  that he  will abide  by and  be bound  by each  of  the
          covenants  and  restrictions  herein;   and  Owner  agrees   that
          Purchaser is entitled to  injunctive relief in  the event of  any
          breach  of  any  covenant  or  restriction  contained  herein  in
          addition to all other remedies provided by law or equity.   Owner
          hereby acknowledges that each and every one of said covenants and
          restrictions is reasonable  with respect to  the subject  matter,
          the line  of business,  the length  of time  and geographic  area
          embraced therein, and agrees that irrespective of when or in what
          manner this  agreement  may  be terminated,  said  covenants  and
          restrictions shall be operative during the full period or periods
          hereinbefore  mentioned  and  throughout  the  area  hereinbefore
          described.

               The parties acknowledge that this Agreement is being entered
          into to  protect  a  legitimate business  interest  of  Purchaser

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          including, but not limited to,  (i) trade secrets; (ii)  valuable
          confidential business or professional information that  otherwise
          does  not   qualify   as   trade   secrets;   (iii)   substantial
          relationships with specific prospective or existing customers  or
          clients; (iv) client  or customer  good will  associated with  an
          ongoing business by way of  trade name, trademark, service  mark,
          or trade dress,  a specific  geographic location,  or a  specific
          marketing or  trade area;  and (v)  extraordinary or  specialized
          training.  In  the event that  any provision or  portion of  this
          Paragraph  1   shall  for   any  reason   be  held   invalid   or 
          unenforceable, it is agreed  that the same  shall not affect  the
          validity or enforceability of any other provision of Paragraph  1
          of this Agreement, but the remaining provisions of Paragraph 1 of
          this Agreement shall continue  in force and  effect; and that  if
          such invalidity or unenforceability is due to the  reasonableness
          of the line  of business, time  or geographical  area covered  by
          certain covenants and restrictions contained in Paragraph 1, said
          covenants and restrictions  shall nevertheless  be effective  for
          such line of business, period of time and for such area as may be
          determined by arbitration or by a Court of competent jurisdiction  
         to be reasonable.

               Notwithstanding anything to the  contrary herein, the  terms
          of this non-competition agreement shall be  null, void and of  no
          force and effect against  Owner if there is  an uncured event  of
          default under the promissory note executed by Purchaser in  favor
          of Seller 

          2.   The consideration for Owner's covenant not to compete  shall
          be One Dollar ($1.00) and other valuable consideration, including
          consideration paid  by the  Purchaser to  Seller pursuant  to  an
          Asset Purchase Agreement to which Owner  is a party of even  date
          herewith. 

          3.   The terms and conditions of this Agreement shall be  binding  
          upon the Owner  and Purchaser,  and their  successors, heirs  and
          assigns. 


          IN WITNESS WHEREOF, the parties hereto have executed this  Agree-


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                                           OWNER                             
              _____                __________________________________
                                          MARVIN ROSEN
               By:________________________________

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