SUBORDINATED  PROMISSORY  NOTE


$1,003,100.00                                                  Cincinnati,  Ohio
(to  be  adjusted  as  hereinafter  set  forth)               August  ___,  1999

1.     FOR  VALUE  RECEIVED,  POMEROY  COMPUTER  RESOURCES,  INC.,  a  Delaware
corporation  (hereinafter,  together  with  its successors in title and assigns,
called the "Borrower") does hereby absolutely and unconditionally promise to pay
to  the  order  of  THOMAS F. SCHNEIDER ("Lender"), the sum of One Million Three
Thousand  One  Hundred Dollars ($1,003,100.00) (as may be adjusted 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, One Million Three Thousand One
Hundred  Dollars  ($1,003,100.00)  shall  be  adjusted  downward by any decrease
required  by  Sections  3.01  and  3.02  of  the Stock Purchase Agreement.  Such
adjustment  and the manner in which it is to be made shall be done in accordance
with  the  Stock Purchase Agreement.  If, prior to such adjustment, 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
adjustment  contained in Sections 3.01 and 3.02 of the Stock Purchase Agreement.

3.     Interest shall accrue at the prime rate of Chase Manhattan Bank as of the
date of Closing.  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 20th day of each successive quarter
thereafter.  Principal  shall  be  paid  in  two (2) annual installments of Five
Hundred  One  Thousand  Five  Hundred Fifty Dollars ($501,550.00) with the first
principal  payment  commencing  on  the First Anniversary Date and the remaining
principal  payment being due on the Second Anniversary Date, with such principal
payments  being adjusted pursuant to the provisions of paragraph 2 of this Note.

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  Deutsche  Financial  Services  Company, the Lender and the
Borrower  and no action may be taken by the Lender except in accordance 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 Stock Purchase Documents and Subordination Agreement.
During the continuance  of any Event of Default, all principal evidenced by this
Note  (whether  for  principal  or  otherwise) shall (to the extent permitted by
applicable  law)  bear interest at the annual rate of twelve percent (12%).  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.

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7.     This  Note  is issued pursuant and subject to the terms and conditions of
the  Stock Purchase Agreement.  This Note is subject to all terms and conditions
set  forth in the Stock Purchase Documents, including, but not limited to, terms
of  default  and  rights  of  acceleration,  if any.  Any holder of this Note is
subject  to  all  claims  and  defenses  which the Borrower could pursue against
Lender  under  the  Stock  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 Stock 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 Stock 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 Stock Purchase Agreement or any other
of  the  Stock  Purchase  Documents, the amount of such indemnification due from
Lender  may  be set off against the amounts payable hereunder if permitted under
the  Stock  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 terms of the Stock
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  Ohio.

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, servicing or selling of
computers,  computer  equipment  or  computer  support  solutions.

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 of law, so
that  in  no event shall any exaction of interest be 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)     "First  Anniversary  Date"  -  August  ___,  2000.

     (b)     Second  Anniversary  Date  -  August  ___,  2001.

     (c)     "Stock  Purchase  Agreement"  - The Stock Purchase Agreement by and
between  the  Borrower  and  the  Lender  dated  August  ___,  1999.

     (d)     "Stock  Purchase  Documents" - The Stock Purchase Agreement and all
Exhibits  thereto  (except  for any employment agreements and all noncompetition
agreements, other than the one provided by Lender) by and between the parties to
the  Stock  Purchase  Agreement.

     (e)     "Event  of  Default"  -

          (i)     The  failure  of  Borrower to make any payment of principal or
interest  due  under  this  Note  for a period of ten (10) days after receipt of
written  notice  from  the  Lender to the Borrower that such installment has not
been  paid;  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.

     (f)     "Senior  Debt"  -  The  Debt  of the Borrower to Deutsche Financial
Services  Company,  as  set  forth  in  the  Subordination  Agreement.

WITNESSES:                              BORROWER

                                        Pomeroy  Computer  Resources,  Inc.

---------------------------------
                                        By:
                                           ---------------------------------
---------------------------------       Its:
                                            ---------------------------------


THE  OBLIGATION  REPRESENTED  BY  THIS  INSTRUMENT  IS SUBJECT TO THE TERMS OF A
SUBORDINATION  AGREEMENT  DATED  AUGUST ___, 1999 IN FAVOR OF DEUTSCHE FINANCIAL
SERVICES  COMPANY,  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.

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