AWARD AGREEMENT
                                 ---------------
                          (Non-Qualified Stock Option)

     This  Award Agreement is made effective ____________, 1999, between POMEROY
COMPUTER  RESOURCES,  INC.,  a  Delaware  corporation  (hereinafter  called  the
"Company"), and TYLER DOBSON, an employee of the Company (hereinafter called the
"Employee").

     WHEREAS,  the  Company  has  heretofore  adopted the 1992 Non-Qualified and
Incentive  Stock  Option  Plan  (the  "Plan");

     WHEREAS,  per  an  Employment  Agreement between Company and Employee dated
_______________,  Employee  is  to be awarded One Thousand (1,000) stock options
under  the  Plan  upon  the  execution  of  such  Employment  Agreement.
     WHEREAS,  it  is  a  requirement  of  the  Plan  that an Award Agreement be
executed to evidence the Non-Qualified Stock Option (the "Award") granted to the
Employee;

     NOW,  THEREFORE,  in  consideration of the mutual covenants hereinafter set
forth  and  for  other  good and valuable consideration, the parties hereto have
agreed,  and  do  hereby  agree,  as  follows:

     1.     Grant of Award.  The Company hereby grants to the Employee the right
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and  option  (hereinafter called the "Option") to purchase all or any part of an
aggregate of One Thousand (1,000) shares of the Common Stock, $.01 par value, of
the  Company  ("Shares")  (such  number being subject to adjustment as set forth
herein  and in the Plan) on the terms and conditions set forth herein and in the
Plan.

     2.     Type  of  Award.  The Option granted under this Award Agreement is a
            ---------------
Non-Qualified  Stock  Option  and  shall  not  be  treated by the Company or the
Employee  as  an  Incentive  Stock  Option  for  Federal  income  tax  purposes.

     3.     Purchase  Price.  The  option  price  of  the  Shares covered by the
            ---------------
Option  is  $_____  per  Share.

     4     Term  of  Award.
           ---------------

          (a) The Term of the Award shall be for a period of five (5) years from
     the effective  date hereof,  subject to earlier  termination as hereinafter
     provided; and

          (b) prior to its expiration or termination  the Award may be exercised
     as to any part or all of the Shares originally subject to the Option.

     5.     Exercise  of  Award.
            --------------------

          (a) In order to exercise the Award,  the person or persons entitled to
     exercise it shall deliver to the Treasurer of the Company written notice of
     the  number  of full  Shares  with  respect  to  which  the  Award is to be
     exercised.  The  notice  shall be  accompanied  by  payment in full for any
     Shares  being  purchased,  which  payment  will be in  cash,  or,  with the
     Committee's (as defined

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     in the Plan)  approval,  in Shares  (as  defined  in the Plan)  held by the
     Employee for at least six months valued at Fair Market Value (as defined in
     the Plan) at the time of exercise,  or a combination thereof. No fractional
     Shares will be issued.

          (b) No Shares  shall be issued  until full  payment  therefor has been
     made,  and the Employee  will have none of the rights of a  stockholder  in
     respect of such Shares until they are issued.

     6.     Nontransferability.  The  Award  shall not be transferable otherwise
            ------------------
than:  (a) by will or the laws of descent and distribution, and the Award may be
exercised,  during  the  lifetime of the holder of the Award, only by him or the
event  of  death,  his  Successor,  as  defined  in the Plan, or in the event of
disability, his personal representative, or (b) pursuant to a qualified domestic
relations  order,  as  defined  in  the  Code  or the Employee Retirement Income
Security  Act  (ERISA)  or  the  Rules  thereunder.

     7.     Termination  of Employment.  In the event that the employment of the
            --------------------------
Employee  is  terminated  (otherwise  than  by  reason  of  death, disability or
retirement),  the  Award may be exercised by the Employee (to the extent that he
was  entitled  to do so at the termination of his employment) at any time within
three  (3)  months  after  such  termination,  but  not beyond the original Term
thereof.  So  long  as  the  Employee  shall  continue  to be an employee of the
Company  or  one or more of its subsidiaries, the Award shall not be affected by
any  change  of duties or position.  Nothing in this Award Agreement is intended
to  confer  upon  Employee any right to continue in the employ of the Company or
any of its subsidiaries or interfere in any way with the right of the Company or
any  such  subsidiary  to terminate his employment at any time.  Anything herein
contained  to  the  contrary notwithstanding, in the event of any termination of
the  Employee's  employment  for cause or if the Employee voluntarily terminates
his  employment  without  cause,  the  Award,  to  the  extent  not  theretofore
exercised,  shall  forthwith  terminate.

     8.     Death of Employee.  If the Employee dies while he is employed by the
            -----------------
Company  or one or more of its subsidiaries or within three (3) months after the
termination  of  his  employment, the Award may be exercised (to the extent that
Employee  was  entitled  to  do  so  at  the  time of his death) by a legatee or
legatees of the Employee under his last will, or by his personal representatives
or  distributees,  at  any  time  within six (6) months after his death, but not
beyond  the  original  Term  of  the  Award.

     9.     Disability  of  Employee.  If  the  employment  of  the  Employee
            ------------------------
terminates  on  account  of  his having become "disabled," as defined in Section
22(e)(3)  of the Code, the Award may be exercised by the Employee (to the extent
that he was entitled to do so at the termination of his employment on account of

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his becoming disabled) at any time within six (6) months after the date on which
his  employment  terminated,  but  not  beyond  the  original Term of the Award.

     10.     Retirement  of  Employee.  If  the  employment  of  the  Employee
             ------------------------
terminates  by reason of retirement entitling the Employee to benefits under the
provisions  of  any  retirement plan of the Company or a subsidiary in which the
Employee  participates  (or,  if no such plans exist, at or after age sixty-five
(65)),  the  Award  may  be exercised by the Employee (to the extent that he was
entitled  to do so at the time of his retirement) at any time within ninety (90)
days  after  the  date  on  which  his employment terminated, but not beyond the
original  Term  of  the  Award.

     11     Taxes.  The  Company  shall  have  the  right  to  require  a person
            -----
entitled to receive Shares pursuant to the exercise of this Award under the Plan
to  pay  the  Company  the  amount  of any taxes which the Company is or will be
required to withhold with respect to such Shares before the certificate for such
Shares  is  delivered pursuant to the Award.  Furthermore, the Company may elect
to  deduct  such taxes from any amounts payable in cash or in Shares at the time
of exercise or from any other amounts payable any time thereafter in cash to the
Employee.  If  the Employee disposes of Shares acquired pursuant to an Incentive
Stock  Option  in  any  transaction considered to be a disqualifying transaction
under Sections 421 and 422 of the Code, the Employee shall notify the Company of
such  transfer and the Company shall have the right to deduct any taxes required
by  law to be withheld from any amounts otherwise payable in cash then or at any
time  thereafter  to  the  Employee.

     Subject  to  Committee  approval, an Employee may satisfy his tax liability
with  respect to the exercise of an Option by having the Company withhold Shares
otherwise  issuable  upon  exercise  of  the  Option;  provided, however, if the
Employee  is  subject  to Section 16b of the Securities Exchange Act of 1934, as
amended,  he may so elect only if such Employee makes an election to do so which
satisfies  the  requirements  of  Rule  16b-3.

     12.     Changes  in  Capital  Structure.  In the event of changes in all of
             -------------------------------
the  outstanding  Shares  by  reason  of  stock  dividends,  stock  splits,
recapitalizations, mergers, consolidations, combinations or exchanges of Shares,
separations, reorganizations or liquidations, or similar events or, in the event
of  extraordinary  cash  dividends being declared with respect to the Shares, or
similar transactions, the number and class of Shares available under the Plan in
the  aggregate,  the  number  and  class of Shares subject to Awards theretofore
granted,  applicable purchase prices and all other applicable provisions, shall,
subject  to  the  provisions of the Plan, be equitably adjusted by the Committee
(which  adjustment may, but need not, include payment in cash or in Shares in an
amount  equal  to  the  difference  between the price at which such Award may be
exercised  and  the then current Fair Market Value of the Shares subject to such

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Award  as  equitably determined by the Committee).  The foregoing adjustment and
the manner of application of the foregoing provisions shall be determined by the
Committee  in  its  sole  discretion.  Any  such  adjustment may provide for the
elimination  of  any fractional share which might otherwise become subject to an
Award.

     13.     Securities  Law Compliance,  The Award may not be exercised and the
             --------------------------
Company  shall  not  be  required to issue any Shares hereunder if such issuance
would,  in the judgment of the Board or the Committee, constitute a violation of
any  state  or  federal  law, or of the rules or regulations of any governmental
regulatory  body,  or  any  securities  exchange.  The  Company may, in its sole
discretion,  require  the  Employee  to  furnish  the  Company  with appropriate
representations  and a written investment agreement prior to the exercise of the
Award  and  the  delivery  of  any  Shares  pursuant  to  the  Award.

     14.     Incorporation  of Provisions of the Plan.  All of the provisions of
             ----------------------------------------
the  Plan,  pursuant  to which this Award is granted, are hereby incorporated by
reference  and  made  as part hereof as if specifically set forth herein, and to
the  extent of any conflict between this Award Agreement and the terms contained
in  the  aforesaid  Plan, the Plan shall control.  To the extent any capitalized
terms  are not otherwise defined herein, they will have the meaning set forth in
paragraph  2  of  the  Plan.

     IN  WITNESS WHEREOF, the Company has caused this Award Agreement to be duly
executed by its officer thereunto duly authorized, and the Employee has hereunto
set  his  hand,  all  on  the  day  and  year  first  above  written.

                              POMEROY  COMPUTER  RESOURCES,  INC.,


                              By:  __________________________________



                              _____________________________________
                              Tyler  Dobson  -  Employee

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