AGREEMENT


This  Agreement  made  and  entered  into  this  _______  day   of
______________, 1997, by and between MICROCARE, INC.,  an  Indiana
corporation  (hereinafter referred to as  "Seller"),  and  POMEROY
COMPUTER  RESOURCES,  INC.,  a Delaware  corporation  (hereinafter
referred to as "Purchaser").

                      W I T N E S S E T H :

WHEREAS,  Seller  is  a  full service provider  of  a  variety  of
computer  service and support solutions to large and  medium  size
commercial,   governmental   and  other   professional   customers
throughout the Indianapolis, Indiana metropolitan area as well the
entire state of Indiana (the "Business"); and

WHEREAS,  simultaneously  with the execution  of  this  Agreement,
Seller and Purchaser have entered into an Asset Purchase Agreement
("Asset Purchase Agreement") whereby  Seller has sold to Purchaser
substantially  all  of  the  assets  of  Seller  relating  to  the
Business; and

WHEREAS,  Purchaser would not have entered into the Asset Purchase
Agreement with Seller without the consent of Seller 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,  Seller 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.    In consideration of the payments to be made by Purchaser  to
Seller  for  its assets, Seller covenants and agrees  that  for  a
period  equal  to  four (4) years from the closing  of  the  Asset
Purchase Agreement of even date herewith, Seller 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;

     (c)  Engage in the Business of Purchaser in any state, county
and/or metropolitan area in which Purchaser or its subsidiaries do
business during the term of this Agreement.  A list of the  states
in   which  Purchaser  and  its  subsidiaries  currently  transact
business is attached hereto as Exhibit A;

      (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.

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      (e)   Nothing in this Agreement shall prohibit  Seller  from
owning   or  purchasing  less  than  five  percent  (5%)  of   the
outstanding  stock of any publicly traded company whose  stock  is
traded on a nationally or regionally recognized stock exchange  or
is quoted on NASDAQ or the OTC Bulletin Board.

      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 the following line of business:

      (i)  Distributing of computer hardware, software, peripheral
devices,  and related products and services to other  entities  or
persons engaged in any manner in the business of the distribution,
sale,  resale  or  servicing, whether at the wholesale  or  retail
level,  or  leasing  or renting, of computer  hardware,  software,
peripheral devices or related products;

      (ii)  Sale or servicing, whether at the wholesale or  retail
level,  or  leasing  or renting, of computer  hardware,  software,
peripheral devices or related products;

      (iii)      Sale  or servicing of microcomputer products  and
computer  integration  products, peripheral  devices  and  related
products  and  the  sale  of microcomputer products  and  computer
integration and networking services.

      Seller  has  carefully read all the terms and conditions  of
this  Paragraph  1  and  has given careful  consideration  to  the
covenants and restrictions imposed upon Seller 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
Seller that it will abide by and be bound by each of the covenants
and  restrictions  herein; and Seller agrees that  Purchaser  will
suffer  irreparable injury in the event of a breach by Seller  and
Seller  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.   Seller 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, which Agreement
is  ancillary to the main thrust of the Asset Purchase  Agreement,
is being entered into to protect a legitimate business interest of
Purchaser  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 Para
graph 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

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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.

2.    The consideration for Seller'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 Seller is  a  party  of  even  date
herewith.

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


IN  WITNESS  WHEREOF, the parties hereto have executed this  Agree
ment on the day and year first above written.


                                 SELLER:

                                 MICROCARE, INC.


BY:__________________________________


                                 PURCHASER:

                                 POMEROY COMPUTER RESOURCES, INC.


BY:__________________________________

82751

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                            EXHIBIT A

                    STATES IN WHICH PURCHASER
            AND/OR ITS SUBSIDIARIES TRANSACT BUSINESS


     1.   Alabama
     2.   Florida
     3.   Indiana
     4.   Iowa
     5.   Kentucky
     6.   North Carolina
     7.   Ohio
     8.   South Carolina
     9.   Tennessee

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