GENERAL BILL OF SALE AND ASSIGNMENT
                         ___________________________________

          KNOW ALL MEN BY THESE PRESENTS:

          That Magic Box, Inc., a Florida corporation ("Seller"), for  good
          and  valuable  consideration   received  from  Pomeroy   Computer
          Resources,  Inc.,  a  Delaware  corporation  ("Purchaser"),  does
          hereby, in accordance with the terms and conditions of the  Asset
          Purchase Agreement, dated May 30, 1997 (the "Agreement"), by  and
          between Seller,   Purchaser,  Israel Fintz,  M. Ronald  Krongold,
          Marvin Rosen, and Allison Sokol, sell, assign, transfer,  convey,
          deliver and confirm to Purchaser, its successors and assigns,  or
          its nominee, those certain assets of Purchaser, described in  the
          Agreement  as  the  Purchased  Assets,  relating  to  Purchaser's
          Business,  which   Purchased   Assets   shall   include   without
          limitation:

               The Purchased Assets, but  excluding the Excluded Assets  as
          defined in the Agreement. 

          TO HAVE  AND TO  HOLD to  Purchaser, its  successors and  assigns
          forever.

          Seller hereby  represents, warrants  and covenants  that, at  and
          until delivery  of  this General  Bill  of Sale  and  Assignment,
          Seller has good  and marketable  title to  the Purchased  Assets,
          free  and   clear  of   any   imperfections  of   title,   liens,
          encumbrances, charges, equities  or restrictions,  of any  nature
          whatsoever other than the Assumed Liabilities, as defined in  the
          Agreement;  that  from  and  after  the  delivery  by  Seller  to
          Purchaser of this General Bill of Sale and Assignment,  Purchaser
          will own the Purchased Assets and have good and marketable  title
          thereto, free and  clear of  any imperfections  of title,  liens,
          encumbrances, charges,  equities or  restrictions of  any  nature
          whatsoever, other than the Assumed Liabilities, as defined in the
          Agreement.

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          Seller, for  itself and  its  successors, further  covenants  and
          agrees that, in  the event there  are any  such Purchased  Assets
          covered by this General Bill of Sale and Assignment which  cannot
          be transferred or assigned by it without the consent of or notice
          to a third party and in respect of which any necessary consent or
          notice has not at  the date of delivery  of this General Bill  of
          Sale and  Assignment  been  given  or  obtained,  the  beneficial
          interest in and to the asset/contract  shall, in any event,  pass
          hereby to Purchaser,  and Seller, for  itself and its  successors
          and assigns, covenants and agrees (i) to hold and hereby declares
          that it holds  such Purchased  Assets in  trust for  and for  the
          benefit  of  Purchaser,  its  successors  and  assigns;  (ii)  if
          requested by Purchaser, Seller will use all reasonable efforts to
          obtain and  secure  such  consents  to  transfer  such  Purchased
          Assets; and (iii) to make or complete such transfer or  transfers
          as soon as reasonably possible.

          Seller hereby further  covenants that it  will, at  any time  and
          from time to time, at the  request of Purchaser and provided  the
          Seller does not  incur material expense,  execute and deliver  to
          Purchaser any new  or confirmatory instrument  and all other  and
          further instruments  reasonably  necessary or  convenient,  which
          Purchaser may reasonably request,  to vest in Purchaser  Seller's
          full right, title  and interest  in or  to any  of the  Purchased
          Assets, or to enable  Purchaser to realize  upon or otherwise  to
          enjoy any such property, assets or rights or to carry into effect
          the intent or purpose hereof.

          This  General  Bill  of   Sale  and  Assignment,  being   further
          documentation  of  the  transfers,  conveyances  and  assignments
          provided in the Agreement,  does not expand  or limit the  rights
          and obligations provided in said Agreement.

          This instrument shall be  binding upon, inure  to the benefit  of
          and  be  enforceable  by  the  Seller  and  Purchaser  and  their
          respective successors and assigns.

          Any capitalized terms  used, but not  defined herein, shall  have
          the definition set forth in the Agreement.

          IN WITNESS WHEREOF, Magic Box, Inc. has caused this instrument to
          be executed by its officer thereunto  duly authorized as of  this
          ______ day of ________________, 1997.

          Signed and delivered in            MAGIC BOX, INC.,
          the presence of                    a Florida corporation
          ______________________________     By:
          __________________________________
          ______________________________


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          STATE OF FLORIDA
          COUNTY OF DADE, ss:

               BE IT REMEMBERED, that on this ______ day of  _____________,
          1997, before me, the undersigned, a Notary Public in and for said
          County,  personally  appeared  ___________________________,   who
          acknowledged himself to be  the President of  Magic Box, Inc.,  a
          Florida  corporation,  and  that  he,  as  such  President  being
          authorized to do  so, executed the  foregoing instrument for  the
          purposes  therein  contained,   by  signing  the   name  of   the
          corporation by himself as President.

               IN WITNESS WHEREOF, I have  hereunto subscribed my name  and
          affixed my notarial seal on the day and year last above written.

               ________________________________________
                                        NOTARY PUBLIC


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