SUBORDINATED PROMISSORY NOTE 
          $135,500.00                                            Cincinnati
          (as may be adjusted as
          hereinafter set forth)                              June 26, 1997

                1.     FOR VALUE  RECEIVED,  POMEROY  COMPUTER  RESOURCES,
          INC., a  Delaware  corporation (hereinafter,  together  with  its
          successors  in   title   and  permitted   assigns,   called   the
          "Borrower"), does hereby  absolutely and unconditionally  promise
          to pay to  the order of  MAGIC BOX, INC.,  a Florida  corporation
          ("Lender"), or MARVIN ROSEN  if this Note is  assigned to him  by
          written notice to  Borrower, the sum  of One Hundred  Thirty-Five
          Thousand Five Hundred Dollars  ($135,500.00) (as may be  adjusted
          downward only in the manner hereinafter set forth), together with
          interest on  the  outstanding  principal balance  from  the  date
          hereof, at the rate specified below. 

               2. The initial face amount of this note ($135,500.00) shall
          be adjusted downward by any decrease required by Sections 4.1(c),
          4.4  and/or  6.12  of  the   Asset  Purchase  Agreement.     Such
          adjustments and the manner in which they are to be made shall  be
          done in  accordance  with such  Sections  of the  Asset  Purchase
          Agreement, which are incorporated herein by reference.  If, prior
          to such adjustments,  Borrower has made  any interest payment  to
          Lender hereunder, the parties agree to adjust any prior  payments
          to equitably  reflect  the  decrease made  as  a  result  of  any
          adjustments contained in Sections 4.1(c), 4.4 and/or 6.12 of  the
          Asset Purchase Agreement. 

               3. Interest shall accrue at the  rate of the prime  rate of
          Star Bank, N.A. as of the date of Closing per annum.  Interest on
          the unpaid  principal  balance of  this  Note shall  be  due  and
          payable quarterly,  with  the  first  interest  payment  due  and
          payable ninety (90) days from the date hereof and on the 26th day
          of each successive  third month thereafter.   Principal shall  be
          paid in  two  (2)    equal  annual  installments  of  Sixty-Seven
          Thousand Seven  Hundred Fifty  Dollars  ($67,750.00), as  may  be
          adjusted pursuant to the provisions of paragraph 2, commencing on
          the first Anniversary Date  of this Note and  then on the  second
          Anniversary Date until paid in full.

                4.     All payments  received hereunder  shall be  applied
          first to  interest  and  then  to  principal.    Subject  to  the
          Subordination Agreement,  as  defined  below, this  Note  may  be
          prepaid, in whole or in part, at any time, without penalty.      
                            
                5.     This Note  and  all  obligations  of  the  Borrower
          hereunder are subordinated and made junior in right of payment to
          the extent  and  in  the manner  provided  in  the  Subordination
          Agreement of even date  herewith (the "Subordination  Agreement")
          between Star  Bank, N.A.,  the Lender  and  the Borrower  and  no

                                     E-129   
<PAGE>

          action may be taken by the Lender which conflicts with the  terms
          of such Subordination Agreement as long as it is in effect.

                6.     Upon the  occurrence of  an Event  of Default,  the
          entire principal amount outstanding under this Note, and  accrued
          interest thereon, shall at  once become due  and payable, at  the
          option of the Lender and the  Lender shall have the remedies  set
          forth  in  the   Asset  Purchase   Documents  and   Subordination
          Agreement.  During the continuance  of any Event of Default,  all
          principal evidenced  by  this Note  and  all accrued  and  unpaid
          interest (whether  for  principal  or otherwise)  shall  (to  the
          extent permitted by applicable law)  bear interest at the  annual
          rate of  fifteen  percent (15%).    The unpaid  interest  accrued
          during  the  continuation  of  any   Event  of  Default  on   the
          indebtedness evidenced  by this  Note (whether  for principal  or
          otherwise)  in  accordance  with  the  foregoing  terms  of  this
          paragraph shall become and be absolutely  due and payable by  the
          Borrower to the  Lender hereof on  demand by the  Lender of  this
          Note at  any time.    Interest will  continue  to accrue  on  all
          indebtedness evidenced hereby until the Event of Default shall be
          cured or otherwise remedied. 

                7.     This Note  is issued  pursuant and  subject to  the
          terms and conditions of the Asset Purchase Agreement.  This  Note
          is subject to  all terms and  conditions set forth  in the  Asset
          Purchase  Documents,  which  specifically  reference  this  Note,
          including, but not  limited to, terms  of default  and rights  of
          acceleration, if any.   The terms  and conditions  of said  Asset
          Purchase Documents  are incorporated  herein by  reference.   Any
          holder of this Note is subject  to all claims and defenses  which
          the Borrower could pursue against Lender under the Asset Purchase
          Agreement.

               8. When  this  Note   becomes  due,   by  acceleration   or
          otherwise,  the  Lender  may,  at  its  option,  subject  to  the
          Subordination Agreement,  demand, sue  for, collect  or make  any
          compromise or  settlement it  deems desirable  with reference  to
          property held as security herefor.   The failure to exercise  any
          option to declare the  maturity hereof or  to exercise any  other
          rights under any of the covenants or conditions contained in  the
          Asset Purchase Documents  shall not be  taken or deemed  to be  a
          waiver of the right  to exercise such option  or to declare  such
          maturity after any subsequent violation of any such covenants  or
          conditions.  All remedies provided for herein upon any default by
          the Borrower shall be cumulative and not exclusive. 

               9. Notwithstanding  the  above,   pursuant  to  the   Asset
          Purchase  Agreement,   Lender   made   certain   representations,
          warranties, covenants and agreements with  and to the Borrower.  
          Lender agrees that if the Borrower is entitled to indemnification
          from the Lender under the Asset Purchase Agreement, the amount of
          such indemnification due from Lender may  be set off against  the
          amounts payable hereunder if permitted under and only pursuant to
          the terms of the Asset Purchase Agreement (e.g., pro rata set off


                                     E-130
<PAGE>

          against all Lenders  under the Asset  Purchase Agreement),  being
          first applied to interest and the withholding all or any part  of
          payment due hereunder as a result of such a set off shall not  be
          considered an Event of Default hereunder.  Lender agrees that the
          amount to  which the  Borrower may  be entitled  to recover  from
          Lender shall not be limited by  either the amount paid or due  to
          be paid to  Lender hereunder  or by the  terms of  this Note  but
          shall be governed  by the specific  terms of  the Asset  Purchase
          Documents. 

               10.     The provisions of this Note and the  obligations of
          the Borrower hereunder shall in all  respects be governed by  and
          interpreted and determined in  accordance with the internal  laws
          of the State of Florida.  BORROWER AND THE LENDER AGREE THAT  ANY
          ACTION OR PROCEEDING  COMMENCED BY OR  ON BEHALF  OF THE  PARTIES
          ARISING OUT OF OR  RELATING TO THIS NOTE  SHALL BE COMMENCED  AND
          MAINTAINED EXCLUSIVELY IN THE DISTRICT COURT OF THE UNITED STATES
          OF THE  APPLICABLE DISTRICT  OF FLORIDA,  OR ANY  OTHER COURT  OF
          APPLICABLE JURISDICTION LOCATED IN DADE COUNTY, FLORIDA.

               11.     The  rights  of  the  Lender  hereunder  are  fully
          assignable and transferrable, except  that any assignment  and/or
          transfer made to a competitor of Borrower shall be made only with
          the prior written approval of Borrower, which approval shall  not
          be unreasonably  withheld.    A competitor  of  Borrower  is  any
          individual or entity that  engages in the  leasing or selling  of
          computers and/or computer equipment. 

               12.     The Borrower hereby unconditionally and irrevocably
          waives notice of  acceptance, presentment,  notice of  nonpayment
          (except as provided herein), protest, notice of protest, suit and
          all other conditions precedent  in connection with the  delivery,
          acceptance, collection and/or enforcement of this Note. 

               13.     Should  all  or  any   part  of  the   indebtedness
          represented by this  Note be collected  by action in  law, or  in
          bankruptcy, insolvency, receivership or other court  proceedings,
          or should  this Note  be placed  in the  hands of  attorneys  for
          collection after  the  occurrence of  an  Event of  Default,  the
          Borrower hereby promises to pay to the Lender of this Note,  upon
          demand by the Lender hereof at any time, in addition to principal
          and all (if any) other amounts  payable on or in respect of  this
          Note or the  indebtedness evidenced hereby,  all court costs  and
          reasonable attorneys' fees  and all  other reasonable  collection
          charges and expenses incurred or sustained by the Lender of  this
          Note.

               14.     If   for   any   circumstances    whatsoever,   the
          fulfillment of any provision  of this Note involves  transcending
          the limit of validity prescribed by any applicable usury  statute
          or any other applicable  law with regard  to obligations of  like
          character and amount, then the obligation to be fulfilled will be
          reduced to the limit of such validity as provided in such statute
          or law, so  that in no  event shall any  exaction of interest  be

                                     E-131
<PAGE>

           possible under this Note in excess of the limit of such validity.
           In no event shall the Borrower be bound to pay interest of  more
          than the legal  limit for the  use, forbearance  or detention  of
          money, and  the  right  to  demand  any  such  excess  is  hereby
          expressly waived by the Lender. 

               15.     No delay or omission of the holder of this  Note to
          exercise any right or power arising from any default shall impair
          any such right or power  or be considered to  be a waiver of  any
          such default or any acquiescence therein, nor shall the action or
          non-action of the holder  in case of default  on the part of  the
          Borrower impair any right or power resulting therefrom.

               16.     As used herein, the following terms shall  have the
          following meanings, respectively: 

                  (a) "Anniversary Date"  - June  26, 1998  and each  June
          26th thereafter. 

                  (b) "Asset Purchase  Agreement"  -  T he Asset  Purchase
          Agreement by, between and among the Borrower, the Lender,  Israel
          Fintz, M. Ronald Krongold, Marvin Rosen and Allison Sokol,  dated
          May 30, 1997. 

                  (c) "Asset Purchase  Documents"  -  The  Asset  Purchase
          Agreement  and   any  employment   agreements  or   subordination
          agreement between and  among the  parties to  the Asset  Purchase
          Agreement. 

                  (d) "Event of Default" -

                      (i) The failure of  Borrower to make  any payment of
          principal or interest due under this  Note for a period of  seven
          (7) days after its due date; or

                      (ii)     A  default  under  the  Senior  Debt   loan
          documentation that has been declared in writing, remains  uncured
          past any  applicable cure  period, and  results in  the  declared
          acceleration of the Senior Debt; or

                      (iii)    A material default  by Borrower  of any  of
          its obligations under the Asset  Purchase Agreement which is  not
          cured within all applicable cure periods set forth therein; or

                      (iv)     A default by Borrower under any other  note
          payable to Lender pursuant to the Asset Purchase Agreement. 

                  (e) "Senior Debt"  - The  Debt of  the Borrower  to Star
          Bank, N.A., as set forth in the Subordination Agreement.
                                         BORROWER
                                         ________ 
                                     E-132
<PAGE>
           Witnesses:                         POMEROY  COMPUTER   RESOURCES,
          INC.
          ___________________________   By:
          _____________________________________
         ___________________________   Its:
          _____________________________________
           THE OBLIGATION REPRESENTED BY THIS  INSTRUMENT IS SUBJECT TO  THE
           TERMS OF A SUBORDINATION AGREEMENT DATED  JUNE 26, 1997 IN  FAVOR
          OF THE  STAR  BANK,  N.A. TO  WHICH  REFERENCE  IS  HEREBY  MADE,
           RESTRICTING THE RIGHTS OF THE MAKER  OR DRAWER AND OF ANY  HOLDER
          WITH RESPECT TO PAYMENTS ON ACCOUNT OF THE PRINCIPAL AND INTEREST
          HEREOF.

                                     E-133
<PAGE>