POMEROY COMPUTER RESOURCES, INC.
                      EMPLOYMENT AGREEMENT

THIS  AGREEMENT  made as of the 24th day of July,  1997,  by  and
between  POMEROY COMPUTER RESOURCES, INC., a Delaware corporation
("Company"), and ROBERT L. VERSPRILLE ("Employee").

                     W I T N E S S E T H :

WHEREAS,  Company  has entered into an Asset  Purchase  Agreement
("Purchase Agreement") of even date pursuant to which  it  bought
certain   assets  of   MICROCARE,  INC.  and  MICROCARE  COMPUTER
SERVICES, INC. (collectively, "MICROCARE"); and

WHEREAS,  Employee  owns  one  hundred  percent  (100%)  of   the
outstanding stock of MICROCARE; and

WHEREAS,  as  an inducement for and in consideration  of  Company
entering   into   the  Purchase  Agreement  with  MICROCARE   and
purchasing  certain of its assets, Employee has agreed  to  enter
into and execute this Employment Agreement pursuant to Section  5
thereof; and

WHEREAS,  Company  desires to engage the  services  of  Employee,
pursuant  to  the terms, conditions and provisions as hereinafter
set forth.

NOW,  THEREFORE, in consideration of the foregoing  premises  and
the  mutual  covenants  herein  set  forth,  the  parties  hereby
covenant and agree as follows:

1.    Employment.  The Company agrees to employ the Employee, and
the  Employee  agrees  to be employed by the  Company,  upon  the
following terms and conditions.

2    Term.  The initial term of Employee's employment pursuant to
this  Agreement  shall begin on the 24th day of July,  1997,  and
shall  continue for a period of three (3) years ending  July  23,
2000  unless  terminated earlier pursuant to  the  provisions  of
Section  10, provided that Sections  8, 9, 10(b), 10(c),  11,  if
applicable, and 20, shall survive the termination of such  employ
ment  and  shall  expire in accordance with the terms  set  forth
therein.

3.    Renewal  Term.   The  term of Employee's  employment  shall
automatically renew for additional consecutive renewal  terms  of
one  (1) year unless either party gives written notice of his/its
intent  not to renew the terms of this Agreement sixty (60)  days
prior  to expiration of the then expiring term.  Employee's  base
salary  for  each  renewal term shall be determined  by  Company,
provided, however, Employee's annual base salary for any  renewal
term  shall  not be less than the base salary in effect  for  the
prior year.
4.     Duties.    Employee  shall  serve  as  Vice  President  of
Operations  for  the Company's Indiana Division.  Employee  shall
perform  such  duties in Marion County, Indiana or  the  counties
contiguous  to  Marion  County,  Indiana.   Employee   shall   be
responsible  to and report directly to the corporate officers  of
Company.    The  duties  assigned  to  Employee  shall   not   be
inconsistent  with those typically assigned to a  person  holding
the position set forth above and Employee shall at all times have
such  powers  and  authority as shall be reasonably  required  to

                             E-80
<PAGE>

discharge such duties in an efficient manner, together with  such
facilities  and  services  as are appropriate  to  his  position.
Employee shall devote his best efforts and substantially all  his
time  during normal business hours to the diligent, faithful  and
loyal  discharge of the duties of his employment and towards  the
proper,   efficient  and  successful  conduct  of  the  Company's
affairs.  Employee further agrees to refrain during the  term  of
this  Agreement  from making any sales of competing  services  or
products   or  from  profiting  from  any  transaction  involving
computer services or products for his account (except pursuant to
Section  4.4 of the Asset Purchase Agreement) without the express
written consent of Company.

5.    Compensation.  For all services rendered  by  the  Employee
under  this  Agreement (in addition to other  monetary  or  other
benefits  referred  to herein), compensation  shall  be  paid  to
Employee as follows:

      Base Salary:  During the term of this Employment Agreement,
Employee  shall  be  paid an annual base salary  of  One  Hundred
Twenty-Five Thousand Dollars ($125,000.00) per year,  Said annual
base  salary  shall be payable in accordance with the  historical
payroll practices of the Company.

6.    Fringe  Benefits.   During  the  term  of  this  Agreement,
Employee shall be entitled to the following benefits:

     (a)   Health Insurance - Employee shall be provided with the
standard  family medical health and insurance coverage maintained
by Company on its employees.  Company and Employee shall each pay
fifty percent (50%) of the cost of such coverage.

      (b)   Vacation - Employee shall be entitled each year to  a
vacation  of  three (3) weeks during which time his  compensation
will  be paid in full.  Provided, however, such weeks may not  be
taken consecutively without the written consent of Company.

      (c)    Retirement Plan - Employee shall participate,  after
meeting  eligibility  requirements, in any  qualified  retirement
plans  and/or welfare plans maintained by the Company during  the
term of this Agreement.


     (d)   Other Company Programs - Employee shall be eligible to
participate  in  any other plans or programs implemented  by  the
Company for all of its employees with duties and responsibilities
similar to Employee.

      (e)    Employee shall be responsible for any and all  taxes
owed, if any, on the fringe benefits provided to him pursuant  to
this Section 6.

7.     Expenses.   During  the  term  of  Employee's   employment
hereunder,   Employee  shall  be  entitled  to   receive   prompt
reimbursement  for  all  reasonable  and  customary  travel   and
entertainment  expenses or other out-of-pocket business  expenses
incurred  by  Employee  in fulfilling the Employee's  duties  and
responsibilities hereunder, including, all expenses of travel and
living  expenses  while  away from home on  business  or  at  the
request of and in the service of the Company, provided that  such
expenses  are incurred and accounted for in accordance  with  the
reasonable policies and procedures established by the Company.

8.     Non-Competition.   Employee  expressly  acknowledges   the
provisions  of  Section 8 of the Purchase Agreement  relating  to
Employee's  Covenant  Not to Compete with Company.   Accordingly,

                             E-81
<PAGE>

such provisions of Section 8 are incorporated herein by reference
to  the extent as if restated in full herein.  In addition to the
consideration    received   under   this   Agreement,    Employee
acknowledges that as a shareholder of MICROCARE, he has  received
substantial consideration pursuant to such Purchase Agreement and
that  as  an  inducement  for, and in  consideration  of  Company
entering into this Agreement, Employee has agreed to be bound  by
such   provisions  of  Section  8  of  the  Purchase   Agreement.
Accordingly, such provisions of Section 8 and Exhibit N-2 and the
restrictions  on Employee thereby imposed shall apply  as  stated
therein.

9.    Non-Disclosure and Assignment of Confidential  Information.
The  Employee acknowledges that the Company's trade  secrets  and
confidential  and  proprietary  information,  including   without
limitation:

     (a)   unpublished information concerning the Company's:

           (i) research activities and plans,
           (ii)     marketing or sales plans,
           (iii)    pricing or pricing strategies,
           (iv)     operational techniques,
           (v) customer and supplier lists, and
           (vi)     strategic plans;

       (b)     unpublished   financial   information,   including
unpublished information concerning revenues, profits  and  profit
margins;

     (c)   internal confidential manuals; and

      (d)    any "material inside information" as such phrase  is
used  for  purposes of the Securities Exchange Act  of  1934,  as
amended;

all constitute valuable, special and unique proprietary and trade
secret information of the Company.  In recognition of this  fact,
the  Employee agrees that the Employee will not disclose any such
trade  secrets or confidential or proprietary information (except
(i)   information   which  becomes  publicly  available   without
violation of this Employment Agreement, (ii) information of which
the Employee did not know and should not have known was disclosed
to   the   Employee   in   violation  of   any   other   person's
confidentiality  obligation,  and (iii)  disclosure  required  in
connection  with any legal process), nor shall the Employee  make
use  of any such information for the benefit of any person, firm,
operation or other entity except the Company and its subsidiaries
or  affiliates.  The Employee's obligation to keep  all  of  such
information  confidential shall be in effect  during  and  for  a
period  of five (5) years after the termination of his employment
in  those  states  where Company has business offices;  provided,
however,  that the Employee will keep confidential and  will  not
disclose any trade secret or similar information protected  under
law  as  intangible property (subject to the same exceptions  set
forth  in  the  parenthetical clause above) for so long  as  such
protection under law is extended.

10.  Termination.

      (a)    The  Employee's employment with the Company  may  be
terminated at any time as follows:

       (i)     By the Employee at his discretion, upon sixty (60)
days written notice to Company;

                             E-82
<PAGE>

      (ii)     By Employee's death;

      (iii)     By Employee's physical or mental disability which
renders  Employee unable to perform his duties  hereunder  for  a
consecutive  period of ninety (90) days or for  an  aggregate  of
one  hundred  twenty (120) days or more during  any  twelve  (12)
month period.

       (iv)     By the Company, for cause upon fifteen (15) day's
written notice to Employee.  For purposes of this Agreement,  the
term  "cause"  shall mean termination upon:  (i)  the  continuous
failure by Employee to substantially perform his duties with  the
Company   (other  than  any  such  failure  resulting  from   his
incapacity due to physical or mental disability), after a written
demand  for  substantial performance is delivered to him  by  the
Company, which demand specifically identifies the manner in which
the  Company  believes that he has not continuously substantially
performed  his duties; (ii) the engaging by Employee  in  conduct
which  is  demonstrably and materially injurious to the  Company,
monetarily  or  otherwise,  including  but  not  limited  to  any
material  misrepresentation related to  the  performance  of  his
duties;  (iii)  the conviction of Employee of a felony  or  other
crime involving theft or fraud, (iv) Employee's gross neglect  or
gross  misconduct in carrying out his duties hereunder resulting,
in  either  case,  in material harm to the Company;  or  (v)  any
material  breach  by Employee of this Agreement.  Notwithstanding
the  foregoing,  Employee  shall  not  be  deemed  to  have  been
terminated  for  cause  unless and until there  shall  have  been
delivered to him a copy of a resolution of the Board of Directors
of  the Company or any appropriately designated committee of  the
Board, finding that he has engaged in the conduct set forth above
in  this Section 10(a)(iv) and specifying the particulars thereof
in  detail,  and  Employee shall not have cured  or  abated  such
conduct to the reasonable satisfaction of the Board within thirty
(30) days of receipt of such  resolution.

        (v)      By the Company at its discretion, without cause,
upon  thirty (30) days written notice to Employee; provided  that
Company complies with the provisions of Section 10(c).

       (b)Compensation  upon  Termination:   In  the   event   of
termination  of  employment, the Employee or his estate,  in  the
event  of death, shall be entitled to his annual base salary  and
other benefits provided hereunder to the date of his termination.

      (c)In  the  event  that Company would terminate  Employee's
employment hereunder without cause pursuant to Section  10(a)(v),
Company  shall  be obligated to pay Employee, as  severance  pay,
Employee's  annual base salary for the remaining term,  including
the current renewal term, if applicable, of the Agreement and (as
set forth in Section 2) as due.

11.   Disability.  In the event that Employee becomes temporarily
disabled  and/or totally and permanently disabled, physically  or
mentally,  which  renders  him  unable  to  perform  his   duties
hereunder, Employee shall receive one hundred percent  (100%)  of
his base annual salary (in effect at the time of such disability)
for  a period of one (1) year following the initial date of  such
disability  (offset  by  any payments to  the  Employee  received
pursuant to disability benefit plans, if any, maintained  by  the
Company.)   Such payments shall be payable in twelve  consecutive
equal  monthly installments and shall commence thirty  (30)  days
after  the determination by the physicians of such disability  as
set forth below.

      For purposes of this Agreement, Employee shall be deemed to

                             E-83
<PAGE>

be  temporarily disabled and/or totally and permanently  disabled
if  attested to by two qualified physicians, (one to be  selected
by  Company and the other by Employee) competent to give opinions
in  the  area  of the disabled Employee's physical and/or  mental
condition.  If the two physicians disagree, they shall  select  a
third physician, whose opinion shall control.  Employee shall  be
deemed  to be temporarily disabled and/or totally and permanently
disabled if he shall become disabled as a result of any medically
determinable  impairment  of  mind  or  body  which  renders   it
impossible for such Employee to perform satisfactorily his duties
hereunder,  and  the  qualified physician(s)  referred  to  above
certify  that such disability does, in fact, exist.  The  opinion
of   the   qualified  physician(s)  shall  be   given   by   such
physician(s), in writing directed to the Company and to Employee.
The  physician(s) decision shall include the date that disability
began,  if  possible, and the 12th month of such  disability,  if
possible.   The decision of such physician(s) shall be final  and
conclusive  and  the cost of such examination shall  be  paid  by
Employer.

12.  Severability.  In case any one (1) or more of the provisions
or  part of a provision contained in this Agreement shall be held
to  be  invalid,  illegal or unenforceable in any  respect,  such
invalidity, illegality or unenforceability shall not  affect  any
other  provision  or part of a provision of this  Agreement.   In
such  a situation, this Agreement shall be reformed and construed
as  if such invalid, illegal or unenforceable provision, or  part
of  a  provision,  had  never  been contained  herein,  and  such
provision  or  part shall be reformed so that it will  be  valid,
legal and enforceable to the maximum extent possible.

13.   Governing  Law.   This  Agreement  shall  be  governed  and
construed under the laws of the State of Indiana and shall not be
modified  or  discharged,  in whole or  in  part,  except  by  an
agreement in writing signed by the parties.

14.    Notices.   All  notices,  requests,  demands   and   other
communications relating to this Agreement shall be in writing and
shall  be  deemed to have been duly given if delivered personally
or  mailed  by  certified or registered mail, return  receipt  re
quested, postage prepaid to the following addresses (or  to  such
other  address  for  a  party as shall  be  specified  by  notice
pursuant hereto):

     If to Company, to:  Pomeroy Computer Resources, Inc.
                    1020 Petersburg Road
                    Hebron, Kentucky  41048

     With a copy to:     James H. Smith III
                    Lindhorst & Dreidame Co., L.P.A.
                    312 Walnut Street, Suite 2300
                    Cincinnati, Ohio  45202

     If to Employee, to: the Employee's residential address, as
                    set forth in the Company's records

     With a copy to:     David Millard, Esq.
                    Leagre Chandler & Millard
                    9100 Keystone Crossing #800
                    Indianapolis, Indiana  46240

15.  Enforcement of Rights.  The parties expressly recognize that
any  breach of this Agreement by either party is likely to result
in  irrevocable  injury to the other party and  agree  that  such
other party shall be entitled, if it so elects, to institute  and
prosecute  proceedings in any court of competent jurisdiction  in

                             E-84
<PAGE>

Marion  County,  Indiana, either at law or in equity,  to  obtain
damages  for  any  breach of this Agreement, or  to  enforce  the
specific performance of this Agreement by each party or to enjoin
any party from activities in violation of this Agreement.  Should
either  party  engage  in  any  activities  prohibited  by   this
Agreement, such party agrees to pay over to the other  party  all
compensation,  remuneration,  monies  or  property  of  any  sort
received in connection with such activities.  Such payment  shall
not  impair any rights or remedies of any non-breaching party  or
obligations  or  liabilities of any breaching party  pursuant  to
this Agreement or any applicable law.

16.  Entire Agreement.  This Agreement and the Purchase Agreement
referred  to  herein  contain  the entire  understanding  of  the
parties  with respect to the subject matter contained herein  and
may  be  altered, amended or superseded only by an  agreement  in
writing,  signed  by  the party against whom enforcement  of  any
waiver, change, modification, extension or discharge is sought.

17.  Parties in Interest.

      (a)   This  Agreement is personal to each  of  the  parties
hereto.    No  party  may  assign  or  delegate  any  rights   or
obligations hereunder without first obtaining the written consent
of  the  other party hereto; provided, however, that  nothing  in
this  Section  17 shall preclude (i) Employee from designating  a
beneficiary  to  receive any benefit payable hereunder  upon  his
death,    or   (ii)   executors,   administrators,    or    legal
representatives  of  Employee or his estate  from  assigning  any
rights   hereunder   to  person  or  persons  entitled   thereto.
Notwithstanding  the foregoing, this Agreement shall  be  binding
upon  and  inure  to the benefit of any successor corporation  of
Company

      (b)  The Company will require any successor (whether direct
or  indirect, by purchase, merger, consolidation or otherwise) to
all  or  substantially all of the assets of the  Company  or  the
business with respect to which the duties and responsibilities of
Employee  are principally related, to expressly assume and  agree
to  perform  this Agreement in the same manner and  to  the  same
extent that Company would have been required to perform it if  no
such  succession  had  taken place.  As used  in  this  Agreement
"Company" shall mean the Company as hereinbefore defined and  any
successor  to  its  business  and/or assets  as  aforesaid  which
executes  and delivers the assumption agreement provided  for  in
this Section 17 or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law.

18.    Representations  of  Employee.   Employee  represents  and
warrants  that  he is not party to or bound by any  agreement  or
contract  or  subject  to  any  restrictions  including   without
limitation  any restriction imposed in connection  with  previous
employment  which  prevents  Employee  from  entering  into   and
performing his  obligations under this Agreement.

19.  Counterparts.  This Agreement may be executed simultaneously
in  several  counterparts,  each of  which  shall  be  deemed  an
original  part, which together shall constitute one and the  same
instrument.

20.   Attorneys'  Fees.   In the event  of  any  dispute  arising
between  Employee  and Company, pursuant to this  Agreement,  the
prevailing  party  shall be entitled to  recover  from  the  non-
prevailing  party,  the prevailing party's reasonable  attorneys'
fees and costs.

                             E-85
<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed effective as
of the day and year first above written.

WITNESSES:                      POMEROY COMPUTER RESOURCES, INC.


__________________________


__________________________
By:_________________________________


__________________________


__________________________
____________________________________
                                ROBERT L. VERSPRILLE
 
                             E-86
<PAGE>