$120,000,000



                     BUSINESS CREDIT AND SECURITY AGREEMENT


                            Dated as of July 14, 1998


                                      AMONG







                        POMEROY COMPUTER RESOURCES, INC.

                       GLOBAL COMBINED TECHNOLOGIES, INC.




                                       AND




                     DEUTSCHE FINANCIAL SERVICES CORPORATION





                                        1
<PAGE>
                     BUSINESS CREDIT AND SECURITY AGREEMENT

BETWEEN:     DEUTSCHE  FINANCIAL  SERVICES  CORPORATION,  a  Nevada  corporation
("DFS")

AND:             POMEROY  COMPUTER  RESOURCES,  INC.,  a  Delaware  corporation
            ("Pomeroy")
               -------
                 AND GLOBAL COMBINED TECHNOLOGIES, INC., an Oklahoma corporation
            ("Global")
               ------
                (Pomeroy and Global  sometimes  hereinafter  being  referred  to
            individually  and  collectively  as  "Borrower").
                                                  --------


EFFECTIVE  DATE:      July  14,  1998

     1.     RECITALS

          Borrower  has  requested  that  DFS  provide  Borrower  with  a credit
facility  for  working  capital,  acquisition  of  inventory,  and  acquisition
purposes.  Global  is  a  wholly-owned  subsidiary  of  Pomeroy both of which do
business  with  each  other  and  with  third parties as an integrated family of
companies,  and  accordingly,  each Borrower desires to have the availability of
one common credit facility instead of separate credit facilities.  Each Borrower
has  requested  that  DFS  extend  such a common credit facility.  Each Borrower
acknowledges  that  DFS  will  be  lending  against, and relying on a lien upon,
substantially  all  of  Borrower's  assets  even  though  the  proceeds  of  any
particular  Loan  made  hereunder may not be advanced directly to such Borrower,
and that such Borrower will nevertheless benefit by the making of all such Loans
by  DFS  and the availability of a single credit facility of a size greater than
each  could  independently  warrant.

     2.     DEFINITIONS

          Terms  defined  in  this Agreement shall have initial capital letters.
Those  terms  are  defined  below,  in  this  Section  2,  and elsewhere in this
                                              ----------
Agreement.  All  financial  and  accounting  terms used herein and not otherwise
defined,  shall  be  defined  in  accordance  with  GAAP.

     "AAA"  shall  have  the  meaning  set  forth  in  Section  14.2.
      ---                                              -------------

     "Account  Debtor"  shall mean any Person who is or who may become obligated
      ---------------
to  Borrower  under,  with  respect  to,  or  on  account of an Account, general
intangible  or  other  Collateral.

     "Accounts"  shall  have  the meaning given to that term in the UCC, and, to
      --------
the  extent not included therein, shall also mean all accounts, leases, contract
rights,  chattel  paper,  general intangibles, choses in action and instruments,
including  any Lien or other security interest that secures or may secure any of
the foregoing, plus all books, invoices, documents and other records in any form
evidencing  or relating to any of the foregoing, now owned or hereafter acquired
by  Borrower.

     "Acquisition  Facility"  shall  have  the meaning set forth in Section 3.4.
      ---------------------                                         -----------

     "Acquisition  Loan"  shall  have  the  meaning  set  forth  in Section 3.4.
      -----------------                                             -----------

     "Additional  Monthly  Report"  shall  have the meaning set forth in Section
      ---------------------------                                        -------
3.12(a).
-------

     "Affiliates"  shall mean:  (i) any individual who is an officer or director
      ----------
of  a  Person;  and  (ii)  any  Person  who  directly or indirectly controls, is
controlled  by,  or  is  under common control or ownership with, another Person.
For the purposes of this definition, the term "control" shall mean the ownership
of or the ability to direct or control 10% or more of the beneficial interest in
the  applicable  entity.

                                        2
<PAGE>
     "Agreement" shall mean this Business Credit and Security Agreement, and any
      ---------
amendments  hereto.

     "Average  Daily  Balance"  shall have the meaning set forth in Section 3.6.
      -----------------------                                       -----------

     "Borrowing  Base"  shall  mean,  as of any date of determination, an amount
      ---------------
equal  to  the  Eligible  Account  Availability  minus  the Distribution Finance
                                                 -----
Facility  Deficit,  minus  the  amount  of  any overdrafts under Borrower's cash
                    -----
management  facilities  with  Star  Bank,  N.A.

     "Borrowing  Base  Certificate"  shall have the meaning set forth in Section
      ----------------------------                                       -------
3.3(a).
------

     "Business"  shall  mean  the  sale,  installation  and  servicing  of
      --------
microcomputers  and  microcomputer  equipment  primarily  for commercial, health
      -------
care,  governmental,  financial  and  educational  customers.

     "Business  Day"  shall  mean  any  day other than Saturdays, Sundays, legal
      -------------
holidays  designated  by  Federal law, and any other day on which DFS' office is
closed.

     "Capital  Expenditures"  means,  for  any  period, expenditures made by the
      ---------------------
Borrower  or  any  Subsidiary  of Borrower to acquire or construct fixed assets,
plant  and  equipment  (including renewals, improvements and replacements during
such  period  in  the  aggregate  amount  of  items  leased  or  acquired  under
Capitalized  Lease  Obligations  at  the cost of the item, but excluding capital
expenditures  made  with  insurance  proceeds  to  the extent used to replace or
repair  damaged  fixed  assets, plant and equipment) computed in accordance with
GAAP.

     "Capitalized  Lease  Obligations"  means  that portion of any obligation of
      -------------------------------
the  Borrower or any Subsidiary of the Borrower as lessee under a lease which at
the  time  are recorded as capitalized lease obligations on the balance sheet of
the  Borrower  or  such  Subsidiary  prepared  in  accordance  with  GAAP.

     "Collateral"  shall  mean  all  items  described  in  Section  6.1.
      ----------                                           ------------

     "Corporate  Guarantor"  shall  mean  a  corporate  guarantor  of any of the
      --------------------
Obligations.

     "Credit  Facility"  shall  have  the  meaning  set forth in Section 3.1(a).
      ----------------                                           --------------

     "Daily  Charge"  shall  have  the  meaning  set  forth  in  Section  3.6.
      -------------                                              ------------

     "Daily  Contract  Balance" shall have the meaning set forth in Section 3.6.
      ------------------------                                      -----------

     "Daily  Rate"  shall  have  the  meaning  set  forth  in  Section  3.6.
      -----------                                              ------------

     "Debt"  shall  have  the  meaning  set  forth  in  Section  9.3.
      ----                                              ------------

     "Default"  shall  have  the  meaning  set  forth  in  Section  10.
      -------                                              -----------

     "Default  Interest  Rate"  shall have the meaning set forth in Section 3.9.
      -----------------------                                       -----------

     "DFS  Companies"  shall  have  the  meaning  set  forth  in  Section  14.1.
      --------------                                              -------------

     "Disputes"  shall  have  the  meaning  set  forth  in  Section  14.1.
      --------                                              -------------

                                        3
<PAGE>
     "Distribution Finance Facility" shall have the meaning set forth in Section
      -----------------------------                                      -------
3.2.
---

     "Distribution Finance Facility Deficit" shall have the meaning set forth in
      -------------------------------------
Section  3.18.
-------------

     "Distribution  Finance Inventory Value" shall have the meaning set forth in
      -------------------------------------
Section  3.18.
-------------

     "Distribution  Finance  Loan"  shall  have the meaning set forth in Section
      ---------------------------                                        -------
3.2.
---

     "Effective  Date" shall mean the date set forth in the heading on page 1 of
      ---------------
this  Agreement.

     "Electronic  Transfers"  shall  have  the  meaning  set  forth  in  Section
      ---------------------                                              -------
3.6(b)(ii).
----------

     "Eligible Account Availability" shall have the meaning set forth in Section
      -----------------------------                                      -------
3.3(a).
------

     "Eligible  Accounts"  shall  mean  all  Accounts  that  are  not Ineligible
      ------------------
Accounts  and  all  Eligible  Vendor  Accounts,  Eligible Unbilled Accounts, and
Eligible  TIFS  Accounts.

     "Eligible  TIFS  Accounts" shall mean Accounts which are otherwise Eligible
      ------------------------
Accounts  which  are rendered Ineligible Accounts under the terms of item (d) of
the  definition  of "Ineligible Accounts" herein because TIFS is a Subsidiary of
Borrower,  provided,  however,  in  no  event  shall the amount of Eligible TIFS
Accounts  exceed  at  any time $7,500,000.  Such Accounts shall, notwithstanding
such  item  (d), be considered Eligible Accounts hereunder if they are otherwise
Eligible  Accounts, with the following modifications: (i) such Accounts shall be
Ineligible  Accounts if they are unpaid more than forty-five (45) days from date
of  invoice; and (ii) all Accounts of TIFS shall be Ineligible Accounts if fifty
percent  (50%)  or  more  of the outstanding balance of such Accounts are unpaid
more  than  forty-five  (45)  days  from  the  date  of  invoice.

     "Eligible  Unbilled  Accounts"  shall  mean  Accounts  which  are otherwise
      ----------------------------
Eligible  Accounts  except that such Accounts represent the right to payment for
goods  sold  or services rendered within the preceding sixty (60) days for which
Borrower  is  entitled  to  submit, but has not yet submitted, an invoice to the
Account  Debtor;  provided,  however,  no  such  Account  shall be considered an
Eligible  Unbilled  Account  hereunder  unless Borrower has given written notice
thereof  to  DFS.

     "Eligible Vendor Accounts" shall mean Accounts which are otherwise Eligible
      ------------------------
Accounts but which represent amounts due and owing to Borrower from its vendors,
manufacturers and/or distributors in connection with rebates, discounts or other
incentive  payments,  and  for which DFS has received an executed agreement from
such  vendor,  in  form  and  substance  acceptable to DFS, in which such vendor
waives  it  right  to offset or otherwise deduct from its obligations under such
Account,  any  amounts  owing  to  such  vendor.

     "Environmental Laws" shall mean the Resource Conservation and Recovery Act,
      ------------------
as  amended,  the  Toxic  Substances  Control Act, as amended, the Comprehensive
Environmental  Response,  Compensation  and  Liability  Act,  as  amended,  the
Superfund  Amendments  and  Reauthorization  Act  of 1986, as amended, the Solid
Waste Disposal Act, as amended, the Water Pollution Control Act, as amended, the
Clean Air Act, as amended, the Clean Water Act, as amended, and any successor or
comparable  federal  or  state  statutes,  now existing or later enacted, or any
regulation  promulgated  under any of such federal or state statutes relating to
the  protection  of  the  environment.

                                        4
<PAGE>
     "Environmental  Lien" shall mean a Lien in favor of any governmental entity
      -------------------
for  (a)  any liability under any Environmental Law, or (b) damages arising from
or  costs  incurred  by  such  governmental  entity  in  response to a spillage,
disposal,  or  release  into  the environment of any Hazardous Material or other
hazardous,  toxic  or  dangerous  waste,  substance  or  constituent,  or  other
substance.

     "Equipment"  shall  have the meaning as given to that term in the UCC, and,
      ---------
to  the  extent  not included therein, shall also mean all equipment, machinery,
trade  fixtures,  furnishings,  furniture,  supplies,  materials, tools, machine
tools,  office  equipment,  appliances,  apparatus,  parts  and all attachments,
replacements,  substitutions,  accessions,  additions and improvements to any of
the  foregoing.

     "Excess  Advances"  shall  have  the  meaning  given  in  Section  5.2.
      ----------------                                         ------------

     "FAA"  shall  have  the  meaning  set  forth  in  Section  14.5.
      ---                                              -------------

     "GAAP"  shall  mean  generally accepted accounting principles, consistently
      ----
applied.

     "Governmental  Account  Debtor"  shall  have  the  meaning  given  in  the
      -----------------------------
definition  of  Ineligible  Accounts.

     "Hazardous  Material" shall mean any and all hazardous or toxic substances,
      -------------------
materials  or  wastes  as  defined  or  listed  under  the  Environmental  Laws.

     "Indebtedness"  shall  mean  any sum for borrowed money owed by Borrower or
      ------------
any  Subsidiary to a Person and shall include any debt guaranteed by Borrower or
any  Subsidiary,  any  debt as to which the Borrower has granted or permitted to
exist  a  Lien on any asset even if non-recourse, letter of credit reimbursement
obligations,  and  capitalized  lease  obligations.

     "Indemnified Liabilities" shall have the meaning set forth in Section 12.1.
      -----------------------                                      ------------

     "Indemnitees"  shall  have  the  meaning  set  forth  in  Section  12.1.
      -----------                                              -------------

     "Ineligible  Accounts"  shall  mean:  (a) Accounts created from the sale of
      --------------------
goods  and  services  on  non-standard terms and/or that allow for payment to be
made more than thirty (30) days from date of sale; (b) Accounts unpaid: (i) more
than one-hundred twenty (120) days from date of invoice if the Account Debtor is
the  United  States  of  America,  any  state,  or  any local government, or any
department,  agency,  instrumentality  or  subdivision  thereof  (herein,  a
"Governmental  Account Debtor"), or (ii) more than ninety (90) days from date of
 ----------------------------
invoice  if  the  Account  Debtor  is not a Governmental Account Debtor; (c) all
Accounts of any Account Debtor if fifty percent (50%) or more of the outstanding
balance of such Accounts are unpaid: (i) more than one hundred twenty (120) days
from  the  date  of  invoice  if  such  Account Debtor is a Governmental Account
Debtor,  or  (ii)  more  than  ninety (90) days from the date of invoice if such
Account  Debtor is not a Governmental Account Debtor; (d) Accounts for which the
Account  Debtor  is  an  officer,  director,  shareholder (which is not publicly
traded  on  a  recognized  exchange),  partner,  member, owner, employee, agent,
parent,  Subsidiary  (excepting,  however,  Eligible  TIFS  Accounts, as defined
herein), or Affiliate of, or is related to, Borrower or has common shareholders,
officers,  directors,  owners,  partners  or members with Borrower; (e) Accounts
arising  from  any bill-and-hold sale, guaranteed sale, sale and return, sale on
approval,  consignment  sale,  or  any sale on a repurchase or return basis; (f)
Accounts  for which the payment is or may be conditional; (g) Accounts for which

                                        5
<PAGE>
the  Account  Debtor  is  not  a  commercial or institutional entity or is not a
resident  of the United States or Canada; (h) Accounts with respect to which any
warranty or representation provided in Section 8.19 is not true and correct; (i)
                                       ------------
Accounts  which  represent goods or services purchased for a personal, family or
household  purpose;  (j)  Accounts  which represent goods used for demonstration
purposes or loaned by Borrower to another party; (k) Accounts which are progress
payment,  barter,  or  contra accounts; and (l) any and all other Accounts which
DFS  deems  to  be  ineligible,  in  its  reasonable  credit  judgment.

     "Intangibles"  shall  have  the  meaning  set  forth  in  Section  9.3.
      -----------                                              ------------

     "Intercreditor  Agreements"  collectively  means  the  following  certain
      -------------------------
agreements:  (i) Assignment and Amendment to Intercreditor Agreement dated on or
about  the date hereof by and among Star Bank, N.A.,  IBM Credit Corporation and
DFS,  along  with  the  underlying  Intercreditor Agreement, as so amended; (ii)
subordination agreement dated on or about the date hereof by and between Hewlett
Packard  Company and DFS; and (iii) any other intercreditor and/or subordination
agreement  hereafter  entered into by DFS and any person that is a vendor to the
Borrower  of  Inventory, on terms acceptable to DFS; as any of the foregoing may
be  renewed,  extended, modified, amended, supplemented or restated from time to
time.

     "Inventory"  shall  have the meaning given to that term in the UCC, and, to
      ---------
the  extent not included therein, shall also mean all of Borrower's merchandise,
materials,  finished  goods,  work-in-process,  component  materials, packaging,
shipping  materials,  parts  and  other tangible personal property, now owned or
hereafter  acquired  and  held  for  sale  or  which  contribute to the finished
products  or  the sale, promotion, storage and shipment thereof, whether located
at  facilities  owned or leased by Borrower, or in the course of transport to or
from  facilities  owned  or  leased  by  Borrower.

     "Lien"  shall  mean  any  security  interest,  mortgage,  pledge,  lien,
      ----
hypothecation,  judgment  lien  or  similar  legal process, charge, encumbrance,
title  retention agreement or analogous instrument or device (including, without
limitation, the interest of lessors under capitalized leases and the interest of
a  vendor  under  any  conditional  sale  or  other  title retention agreement),
reservations,  exceptions,  encroachments,  easements, rights-of-way, covenants,
conditions,  restrictions,  leases  and  other title exceptions and encumbrances
affecting  any  of  Borrower's  property.

     "Loan"  shall  mean  any  advance  made  to  or for the benefit of Borrower
      ----
pursuant  to  this  Agreement,  including  but  not  limited to any Distribution
Finance  Loan,  any  Acquisition  Loan  and  any  Working  Capital  Loan.

     "Loan  Documents" shall mean all documents executed by Borrower pursuant to
      ---------------
any  financial  accommodation between Borrower and DFS and all documents entered
into  in  connection  with  the transaction herein contemplated.  The term "Loan
Documents"  includes,  but  is  not  limited  to,  this Agreement, all financing
statements,  all  pledges,  mortgages,  deeds  of  trust,  leasehold  mortgages,
security  agreements, guaranties, assignments, subordination agreements, and any
future  or  additional  documents  or  writings executed under the terms of this
Agreement  or  any  amendments  or  modifications  hereto.

     "Material  Adverse Effect"  means any act or circumstance or event that (a)
      ------------------------
could  reasonably  be  expected  to  be  material  or  adverse  to the Business,
financial condition, results of operations, or business prospects of any Person,
or  (b)  in  any  manner  whatsoever  does  or  could  reasonably be expected to
materially  and  adversely  affect  the  validity  or enforceability of any Loan
Document.

     "Monthly  Reports"  shall  have  the  meaning  given  in  Section  3.12(b).
      ----------------                                         ----------------

                                        6
<PAGE>
     "Obligations"  shall  mean all liabilities and Indebtedness of any kind and
      -----------
nature  whatsoever now or hereafter arising, owing, due or payable from Borrower
(and/or  any  of  its  Subsidiaries  and  Affiliates) to DFS, whether primary or
secondary,  joint or several, direct, contingent, fixed or otherwise, secured or
unsecured,  or  whether arising under this Agreement, any other Loan Document or
any  other  agreement  now  or  hereafter  executed  by  Borrower (or any of its
Subsidiaries  or  Affiliates)  and  delivered to DFS.  Obligations will include,
without  limitation,  any  third  party  claims  against Borrower (or any of its
Subsidiaries or Affiliates) satisfied or acquired by DFS.  Obligations will also
include  all  obligations  of  Borrower  to  pay  to  DFS:  (a) any and all sums
reasonably advanced by DFS to preserve or protect the Collateral or the value of
the  Collateral  or  to preserve, protect, or perfect DFS' security interests in
the  Collateral; (b) in the event of any proceeding to enforce the collection of
the  Obligations  after a Default, the reasonable expenses of retaking, holding,
preparing  for  sale,  selling  or  otherwise  disposing  of or realizing on the
Collateral,  or  expenses  of  any  exercise by DFS of its rights, together with
reasonable  attorneys' fees, expenses of collection and court costs, as provided
in  the  Loan Documents; and (c) any other indebtedness or liability of Borrower
to  DFS,  whether  direct  or indirect, absolute or contingent, now or hereafter
arising.

     "Operating  Lease"  means any lease, as defined in the Financial Accounting
      ----------------
Standard  Board  Statement  of  Financial  Accounting  Standards  No.  13, dated
November,  1976  or  otherwise  in  accordance  with  GAAP.

     "OSHA  Law"  shall mean the Occupational Safety and Health Act of 1970, any
      ---------
successor  thereto,  and  any  other  federal,  state  or  local  statute,  law,
ordinance,  code,  rule,  regulation, order or decree regulating, relating to or
imposing  liability  or  standards  of conduct concerning employee health and/or
safety.

     "Other  Reports"  shall  have  the  meaning  set  forth in Section 3.12(c).
      --------------                                            ---------------

     "Participant"  shall mean a Person or Persons, including but not limited to
      -----------
Star  Bank,  National  Association, a national banking association, who may from
time  to time purchase an undivided economic participation in some or all of the
Loans,  on  terms  acceptable  to  DFS.

     "Participation  Agreement"  shall mean that certain Participation Agreement
      ------------------------
of even date between DFS and Participant, as amended from time to time, pursuant
to which Participant, shall purchase an undivided economic participation in that
portion  of  the  Working  Capital  Loans and the Acquisition Loans which exceed
$30,000,000.

     "Permitted  Liens"  shall  mean:  (a) Liens for taxes, assessments or other
      ----------------
governmental  charges  or levies not yet delinquent or which are being contested
in good faith by appropriate action and as to which adequate reserves shall have
been  set aside in conformity with GAAP and which are, in addition, satisfactory
to  DFS  in  its  reasonable  discretion;  (b)  Liens of mechanics, materialmen,
landlords, warehousemen, carriers and similar Liens arising in the future in the
ordinary  course  of business for sums not yet delinquent, or being contested in
good  faith  if a reserve or other appropriate provision in accordance with GAAP
shall have been made therefor and which are, in addition, satisfactory to DFS in
its  reasonable  discretion; (c) statutory Liens incurred in the ordinary course
of  business  in  connection with workers' compensation, unemployment insurance,
social  security,  and  similar  items  for  sums  not  yet  delinquent or being

                                        7
<PAGE>
contested  in  good  faith,  if  a  reserve  or  other  appropriate provision in
accordance  with  GAAP shall have been made therefor and which are, in addition,
satisfactory  to  DFS  in  its reasonable discretion; (d) lessor's Liens arising
from operating leases entered into in the ordinary course of business; (e) Liens
arising  from legal proceedings, so long as such proceedings are being contested
in  good  faith  by  appropriate  proceedings,  appropriate  reserves  have been
established  therefor  in  accordance  with  GAAP  and  which  are, in addition,
satisfactory  to  DFS  in its reasonable discretion, and so long as execution is
stayed  and  bonded  on  appeal  on  all  judgments  resulting  from  any  such
proceedings;  (f)  Liens  in  favor of DFS granted hereunder; (g) Purchase Money
Liens  securing  Permitted  Purchase Money Indebtedness which is not incurred in
violation  of  Section  9.2.11;  (h)  Liens  to  the  extent  allowed  under the
               ---------------
Intercreditor Agreements; (i) Liens in favor of The Fifth Third Bank of Northern
Kentucky,  Inc.  given  by  TIFS;  and  (j)  Liens  securing  the  non-recourse
Indebtedness  described  in  Section  9.2.11(g),  the priority of which shall be
                             ------------------
determined  by  intercreditor/subordination  agreements  acceptable  to  DFS.

     "Permitted  Purchase  Money  Indebtedness"  shall  mean  Purchase  Money
      ----------------------------------------
Indebtedness  of  Borrower  incurred  in compliance with Section 9.2.11 which is
      ---                                                --------------
secured  by  a Purchase Money Lien and which, when aggregated with the principal
amount  of  all  other  such Indebtedness (excluding, however, Capitalized Lease
Obligations)  of  Borrower at the time outstanding, does not exceed $20,000,000.
For  the purposes of this definition, the principal amount of any Purchase Money
Indebtedness consisting of capitalized leases shall be computed as a Capitalized
Lease  Obligation.

     "Person"  shall  mean  an  individual,  a  partnership,  a joint venture, a
      ------
corporation,  a  trust,  a  limited  liability  company,  an  unincorporated
organization,  and  a  government  or  any  department  or  agency  thereof.

     "Prime  Rate" shall mean a fluctuating interest rate per annum equal to the
      -----------
prime  rate  of  interest  announced  publicly from time to time (whether or not
charged in each instance) by The Chase Manhattan Bank (or any successor thereof)
as such bank's prime rate.  Each change in the Prime Rate shall become effective
on  the day such bank announces a change in its prime or reference rate.  If the
bank listed above discontinues the practice of announcing or publishing a prime,
base  or  reference rate during the term of this Agreement, then DFS may, in its
reasonable  judgment, designate a comparable bank and/or publicly announced rate
to  be  thereafter  used  as  a  basis  for  determining  Prime  Rate.  Borrower
acknowledges  that  the bank listed above may extend credit at rates of interest
less  than  its  announced  prime,  base  or  reference  rate.

     "Purchase  Money  Indebtedness"  shall  mean  and  include:
      -----------------------------

          (i)  Indebtedness  for  the payment of all or any part of the purchase
price  of  any  assets,

          (ii)  any Indebtedness incurred at the time of or within ten (10) days
prior to or after the acquisition of any assets for the purpose of financing all
or  any  part  of  the  purchase  price  thereof,  and

          (iii)  any  renewals,  extensions or refinancings thereof, but not any
increases beyond the original principal amounts thereof outstanding at the time.

     "Purchase  Money Lien" shall mean a Lien upon assets which secures Purchase
      --------------------
Money  Indebtedness, but only if such Lien shall at all times be confined solely
to the assets the purchase price of which was financed through the incurrence of
such  Purchase  Money  Indebtedness.

     "SPP"  shall  have  the  meaning  set  forth  in  Section  3.2(b).
      ---                                              ---------------

     "Statement  of  Transaction"  shall  have  the meaning set forth in Section
      --------------------------                                         -------
3.2(a).
------

     "Subordinated  Debt"  shall  have  the  meaning  set  forth in Section 9.3.
      ------------------                                            -----------

                                        8
<PAGE>
     "Subsidiaries"  shall  mean  any  corporation  in  which  a  Person owns or
      ------------
controls  greater  than  50% of the voting securities, or any partnership, joint
venture  or limited liability company in which a Person owns or controls greater
than  50%  of the aggregate equitable interest.  The term "Subsidiary" means any
one  of  the  Subsidiaries.

     "Tangible  Net  Worth"  shall  have  the  meaning set forth in Section 9.3.
      --------------------                                          -----------

     "TIFS"  means  Technology  Integration  Financial  Services, Inc. (formerly
      ----
known  as  Pomeroy  Computer  Leasing Company, Inc.), a Kentucky corporation and
wholly-owned  Subsidiary  of  Pomeroy.

     "Total  Credit  Limit"  shall have the meaning set forth in Section 3.1(a).
      --------------------                                       --------------

     "Total  Working  Capital  Credit Limit" shall have the meaning set forth in
      -------------------------------------
Section  3.3.
------------

     "UCC"  shall  mean the Uniform Commercial Code as in effect in the State of
      ---
Kentucky and any successor statute, together with any regulations thereunder, in
each  case  as  in  effect from time to time.  References to sections of the UCC
shall  be  construed  to  also  refer  to  any  successor  sections.

     "Unmatured Default" shall mean any event which, but for the passage of time
      -----------------
or  notice,  or  both,  would  be  a  Default.

     "Working  Capital  Loan"  shall  have the meaning set forth in Section 3.3.
      ----------------------                                        -----------


     3.     CREDIT  FACILITY

          3.1     Total  Credit  Facility.
                  -----------------------

          (a)  In  consideration  of  Borrower's  payment and performance of its
Obligations and subject to the terms and conditions contained in this Agreement,
DFS  agrees  to  provide,  and  Borrower  agrees  to accept, an aggregate credit
facility  (the  "Credit  Facility")  of up to One Hundred Twenty Million Dollars
                 ---------------
($120,000,000)  (the  "Total Credit Limit"), BUT ONLY TO THE EXTENT that DFS has
                       ------------------
received  and  continues to have in full force and effect, upon terms acceptable
to  DFS,  in  its  sole  discretion,  a  Participation  Agreement  in  which the
"Participant Commitment" (as defined in the Participation Agreement) is at least
Thirty Million Dollars ($30,000,000).  The Credit Facility shall be available in
the  form  of  Distribution Finance Loans, Working Capital Loans and Acquisition
Loans.  No  Loans  need  be  made  by  DFS if Borrower is in Default or if there
exists  any  Unmatured Default.  This is an agreement regarding the extension of
credit,  and  not  the  provision  of  goods  or  services.

          (b) In furtherance of the foregoing, anything in this Agreement to the
contrary  notwithstanding,  DFS  shall  have  no  obligation  to  make  any Loan
hereunder  if  the  "Participant  Commitment"  (as  defined in the Participation
                     -----------------------
Agreement) is less than Thirty Million Dollars ($30,000,000), or if there exists
a  default  under or termination of a Participation Agreement.  DFS may exercise
its  rights  as  described  herein  ninety  (90) days after having given written
notice  to  Borrower,  and  thereupon the aggregate maximum amount available for
Working Capital Loans and Acquisition Loans will be reduced by the amount of the
terminated  or  nonperforming  Participation  Agreement(s),  as the case may be;
provided,  however,  DFS shall have no such notice obligation, and the resulting
reduction  shall  be  automatic  if  at  such  time Borrower is in Default.  DFS
represents and warrants to Borrower that concurrently with the execution of this
Agreement,  it  shall  enter  into  a  Participation  Agreement  with Star Bank,
National  Association.

                                        9
<PAGE>
          3.2     Distribution  Finance  Loans.  Subject  to  the  terms of this
                  ----------------------------
Agreement,  DFS  may  provide  to  Borrower  distribution  financing  for  the
acquisition  of  Inventory  from  vendors  approved by DFS (each advance being a
"Distribution  Finance Loan"), up to an aggregate unpaid principal amount at any
 --------------------------
time  not  to  exceed  Sixty  Million  Dollars  ($60,000,000)  (herein,  the
"Distribution  Finance  Facility").  DFS  may,  however, at any time and without
 -------------------------------
notice  to  Borrower,  elect  not  to  finance  any Inventory sold by particular
vendors  who  are  in  default of their obligations to DFS.  DFS may at any time
suspend  or  terminate the relationship or approval of any vendor.  DFS will use
reasonable  efforts  to attempt to give Borrower prior notice of such suspension
or  termination.

          (a)     Financing  Terms  and Statements of Transaction.  Borrower and
                  -----------------------------------------------
DFS  agree  that  certain  financial  terms  of  any  advance  made  by DFS as a
Distribution  Finance  Loan  under  this  Agreement,  whether  regarding finance
charges,  other fees, maturities, curtailments or other financial terms, are not
set  forth  herein  because such terms depend, in part, upon the availability of
vendor  discounts,  payment  terms  or  other  incentives,  prevailing  economic
conditions, DFS' floorplanning volume with Borrower and with Borrower's vendors,
and  other  economic factors which may vary over time.  Borrower and DFS further
agree  that  it  is therefore in their mutual best interest to set forth in this
Agreement only the general terms of Borrower's Distribution Finance Loans.  Upon
agreeing  to  finance a particular item of Inventory for Borrower, DFS will send
Borrower  a  Statement  of  Transaction  identifying  such  Inventory  and  the
applicable  financial  terms  ("Statement  of  Transaction").  Unless  Borrower
                                --------------------------
notifies  DFS  in  writing  of  any  objection  within  thirty (30) days after a
Statement  of  Transaction  is mailed to Borrower:  (i) the amount shown on such
Statement  of  Transaction  will  be  an account stated; (ii) Borrower will have
agreed  to  all  rates,  charges  and  other  terms  shown  on such Statement of
Transaction;  (iii)  Borrower  will  have  agreed  that  the  items of Inventory
referenced  in  such  Statement  of  Transaction  are  being  financed by DFS at
Borrower's  request; and (iv) such Statement of Transaction will be incorporated
herein  by  reference,  will  be  made  a part hereof as if originally set forth
herein,  and  will  constitute  an  addendum hereto.  If Borrower objects to the
terms  of  any  Statement  of  Transaction,  Borrower agrees to pay DFS for such
Inventory  in  accordance  with  the  most recent terms for similar Inventory to
which  Borrower has not objected (or, if there are no prior terms, at the lesser
of  16%  per  annum or at the maximum lawful contract rate of interest permitted
under  applicable  law).  The  Statement  of  Transaction may specify a "Minimum
                                                                         -------
Prime",  which  shall  mean a minimum rate per annum designated as a floor below
-----
which  the  Prime  Rate  shall be deemed not to fall for purposes of calculating
Borrower's  Distribution  Finance Loan finance charges, notwithstanding that the
"Prime  Rate"  as  defined  herein  might  otherwise  be a lower rate per annum.

          (b)     Payment  Terms.  Borrower  will  immediately  pay  DFS  the
                  --------------
principal  indebtedness  owed  DFS on each item of Inventory financed by DFS (as
shown  on  the  Statement  of  Transaction  identifying  such  Inventory) on the
earliest  occurrence of any of the following events:  (i) when such Inventory is
lost,  stolen  or  damaged  to the extent that such loss, theft or damage is not
adequately  insured  under  an  insurance  policy which names DFS as loss payee;
(ii)  for  Inventory  financed under Scheduled Payment Program ("SPP") terms (as
                                                                 ---
shown  on  the  Statement  of Transaction identifying such Inventory), in strict
accordance  with  the  installment  payment  schedule;  and (iii) when otherwise
required  under  the  terms of any financing program agreed to in writing by the
parties.  Regardless  of  the  SPP terms pertaining to any Inventory financed by
DFS,  if DFS determines that the current outstanding debt which Borrower owes to
DFS  exceeds  the  aggregate  wholesale  invoice  price  of  such  Inventory  in
Borrower's  possession,  Borrower  will  immediately  upon  demand  pay  DFS the
difference  between  such  outstanding  debt and the aggregate wholesale invoice
price  of  such  Inventory.  If  Borrower  from time to time is required to make
immediate  payment  to  DFS  of  any  past  due obligation discovered during any
Inventory  review, or at any other time, Borrower agrees that acceptance of such
payment by DFS shall not be construed to have waived or amended the terms of its
financing  program.  The  proceeds of any Inventory received by Borrower will be
held  by Borrower in trust for DFS' benefit, for application as provided in this

                                       10
<PAGE>
Agreement.  Prior  to  the  occurrence  of  a  Default, DFS shall apply payments
hereunder  in  accordance  with Borrower's instructions. Upon the occurrence and
during  the  continuance  of  a  Default,  DFS may apply: (A) payments to reduce
finance charges first and then principal, regardless of Borrower's instructions;
and  (B)  principal  payments  to  the  oldest  (earliest) invoice for Inventory
financed by DFS, but, in any event, all principal payments will first be applied
to  such  Inventory  which  is sold, rented, leased, or otherwise disposed of or
unaccounted  for, or lost, stolen or damaged to the extent that such loss, theft
or damage is not adequately insured under an insurance policy which names DFS as
a  loss  payee.  Any  third  party  discount, rebate, bonus or credit granted to
Borrower  for any Inventory will not reduce the debt Borrower owes DFS until DFS
has  received payment therefor in cash.  Borrower will:  (1) pay DFS even if any
Inventory  is  defective  or  fails to conform to any warranties extended by any
third  party;  (2)  not  assert  against  DFS  any claim or defense Borrower has
against  any  third  party;  and (3) indemnify and hold DFS harmless against all
claims  and  defenses  asserted  by  any  buyer of the Inventory relating to the
condition  of, or any representations regarding, any of the Inventory.  Borrower
waives  all  rights  of  offset  Borrower  may  have  against  DFS.

          3.3     Working  Capital  Loans.  Subject  to  the  terms  of  this
                  -----------------------
Agreement, DFS agrees, for so long as no Default exists, to provide to Borrower,
and  Borrower  agrees to accept, working capital financing (each advance being a
"Working  Capital  Loan")  on  Eligible Accounts in the maximum aggregate unpaid
 ----------------------
principal  amount  at any time equal to the lesser of (i) the Borrowing Base and
(ii) Sixty Million Dollars ($60,000,000) ("Total Working Capital Credit Limit"),
                                           ----------------------------------
subject  in all events to the terms of Section 3.1(b) hereof; provided, however,
                                       --------------         --------  -------
that  in  no  event  shall  the  maximum  principal amount outstanding under the
Working  Capital  Loans and the Acquisition Facility exceed in the aggregate, at
any  time, Sixty Million Dollars ($60,000,000).  A request for a Working Capital
Loan  shall  be  made, or shall be deemed to be made, as provided in Section 5.1
                                                                     -----------
hereof.

          (a)     Eligible  Accounts.   On  receipt  of  each  Borrowing  Base
                  ------------------
Certificate  initially in the form set forth on Exhibit 3.3, and, thereafter, in
                                                -----------
such  form  as  DFS may require from time to time, together with such supporting
information  as  DFS  may  require  from  time  to  time  (the  "Borrowing  Base
                                                                 ---------------
Certificate"),  DFS  will  credit  Borrower with ninety percent (90%) of the net
-----------
amount  of  the  Eligible Accounts which are, absent error or other discrepancy,
listed  in  such  Borrowing
Base  Certificate,  subject  to  the  Total  Working  Capital  Credit Limit (the
"Eligible  Account  Availability").  For  purposes  hereof,  the  net  amount of
 -------------------------------
Eligible Accounts at any time shall be the face amount of such Eligible Accounts
less any and all returns, discounts (which may, at DFS' option, be calculated on
shortest  terms), credits, rebates, allowances, or excise taxes of any nature at
any  time  issued,  owing,  claimed by Account Debtors, granted, outstanding, or
payable  in  connection  with  such  Accounts  at  such  time.

          3.4     Acquisition Facility.  Subject to the terms of this Agreement,
                  --------------------
DFS  agrees,  for  so  long  as  no  Default  exists,  to  provide Borrower with
acquisition  financing  for the purposes described herein (each advance being an
"Acquisition Loan"), up to an aggregate unpaid principal amount not to exceed at
 ----------------
any  time  Ten  Million  Dollars  ($10,000,000), on and subject to the following
terms  and conditions (the "Acquisition Facility"), subject in all events to the
                            --------------------
terms  of  Section  3.1(b) hereof; provided, however, that in no event shall the
           ---------------         --------  -------
maximum  principal  amount  outstanding  under  the Acquisition Facility and the
Working  Capital  Loans  exceed  in  the  aggregate,  at any time, Sixty Million
Dollars  ($60,000,000):

                                       11
<PAGE>
          (a)  An  Acquisition  Loan  may  be made to satisfy Borrower's working
capital needs to the extent they exceed the formula-determined Borrowing Base in
connection  with  the acquisition of the stock or assets of another corporation;

          (b)  Each Acquisition Loan shall be due and payable one-hundred eighty
(180)  days  after  the  date  thereof;  provided,  DFS  shall  have the option,
exercisable  in  its  sole  discretion, to grant Borrower one (1) or more thirty
(30)  day  extensions  of  any  such  Acquisition  Loan;

          (c)  no  Guaranty  shall be in default and each shall be in full force
and  effect  at  the  time  any  Acquisition  Loan  is  requested;

          (d)  Borrower  will pay DFS finance charges on the principal amount of
any  Acquisition  Loan  outstanding  at  the  end  of each day at a rate that is
one-half  of  one  percent  (.50%)  per  annum  above  the  Prime  Rate;  and

          (e)  except  as  provided  to  the contrary in clauses (a) through (d)
above,  each  Acquisition  Loan pursuant to this Section 3.4 shall be subject to
                                                 -----------
all  other  terms  and  conditions  of  this  Agreement.

     As  a precondition to any such Acquisition Loan, Borrower shall have signed
and  sent to DFS, a request, setting forth in writing the amount of the proposed
Acquisition  Loan  along with a copy of the underlying acquisition agreement and
all  related  exhibits,  schedules  and  agreements  pursuant  to  which  such
acquisition  is  to  be  consummated.

     Notwithstanding  anything  else  herein  and  unless otherwise agreed to in
writing  by  DFS, the total outstanding principal amount of all Loans under this
Agreement  shall  not  at  any  time  exceed  the  Total  Credit  Limit.

          3.5     Mandatory  Prepayment.  If  at any time and for any reason the
                  ---------------------
aggregate  amount  of  outstanding  Working  Capital Loans exceeds the Borrowing
Base,  Borrower  will,  immediately  upon demand, repay an amount of the Working
Capital  Loans  made  to it by DFS hereunder equal to such excess.  In addition,
Borrower  shall  immediately pay DFS whatever sums may be necessary from time to
time  to  remain in compliance with the Total Credit Limit and the Total Working
Capital  Credit  Limit,  as such limits may change from time to time, including,
without  limitation,  as  a  result  of  any  Collateral  no longer being deemed
eligible,  or  as  a result of any change in the amount of any Eligible Account.

          3.6     Interest;  Calculation  of  Charges;  Fees.
                  ------------------------------------------

          (a)     Distribution  Finance  Loans.  Borrower  will  pay DFS finance
                  ----------------------------
charges  on  the  outstanding  principal debt Borrower owes DFS for each item of
Inventory financed by DFS under a Distribution Finance Loan at the rate(s) shown
on  the  Statement  of  Transaction  identifying such Inventory, unless Borrower
objects thereto as provided in Section 3.2(a).  The finance charges attributable
                               --------------
to such rates will:  (i) be computed based on a 360 day year; (ii) be calculated
by  multiplying the Daily Charge (as defined below) by the actual number of days
in  the applicable billing period; and (iii) accrue from the invoice date of the
Inventory  identified  on such Statement of Transaction, until DFS receives full
payment of the principal debt Borrower owes DFS in good funds in accordance with
DFS'  payment  recognition  policy  and  DFS  applies such payment to Borrower's
principal  debt  in  accordance  with  the  terms of this Agreement.  The annual
percentage  rate of the finance charges will be calculated from the invoice date
of  any item of Inventory financed by DFS, regardless of any period during which
any  finance  charge  subsidy  shall  be  paid  or  payable  by any third party.

          (b)     Working  Capital  Loans.
                  -----------------------

                                       12
<PAGE>
               (i)  Interest;  Calculation.  Borrower  will  pay  DFS  finance
                    ----------------------
charges  on the Daily Contract Balance (as defined below) at a rate equal to the
Prime Rate minus one and one-quarter of one percent (1.25%) per annum; provided,
                                                                       --------
however, that if at any time the aggregate monthly volume under the Distribution
-------
Finance  Facility is less than Twenty Million Dollars ($20,000,000.00) per month
for a three-month consecutive period, then for the following month and for every
month  thereafter  until  the  month  after  such aggregate volume again exceeds
Twenty  Million Dollars ($20,000,000.00) per month for a three-month consecutive
period,  Borrower  agrees to pay interest to DFS, on the Daily Contract Balance,
at  a  rate  equal  to  the  Prime Rate minus one-half of one percent (.50%) per
annum.  The  finance  charges  attributable  to  such rate will: (i) be computed
based  on  a  360  day  year;  (ii)  be  calculated  with respect to each day by
multiplying the Daily Rate (as defined below) by the Daily Contract Balance; and
(iii) accrue from the date DFS authorizes any Electronic Transfer (as defined in
Section 3.6(b)(ii) below) or otherwise advances a Working Capital Loan to or for
------------------
the  benefit  of Borrower, until DFS receives full payment of the principal debt
Borrower  owes  DFS  in  good  funds in accordance with DFS' payment recognition
policy  and  DFS applies such payment to Borrower's principal debt in accordance
with  the  terms  of  this  Agreement.

               (ii)  Method of Transfer.   Working Capital Loans will be made by
                     ------------------
DFS,  at  Borrower's direction, by paper check, electronic transfer by Automated
Clearing  House  ("ACH"),  Fed  Wire  Funds  Transfer ("Fed Wire") or such other
                   ---                                  --------
electronic  means  as DFS may announce from time to time (ACH, Fed Wire and such
other  electronic  transfer  are  collectively  referred  to  as  "Electronic
                                                                   ----------
Transfers").  If  Borrower  does not request a Working Capital Loan be made in a
specific  method  of  transfer,  DFS may determine from time to time in its sole
discretion  what  method  of  transfer  to  use.

          (c)     Definitions.  The  "Daily  Charge" is the product of the Daily
                  -----------         -------------
Rate  multiplied by the Average Daily Balance.  The "Daily Rate" is the quotient
                                                     ----------
of the applicable annual rate provided herein or in any Statement of Transaction
divided  by  360.  The  "Daily  Contract  Balance"  is the amount of outstanding
                         ------------------------
principal  debt  which Borrower owes DFS on the Working Capital Loans at the end
of  each day (including the amount of all Electronic Transfers authorized) after
DFS  has  credited  payments which it has received on the Working Capital Loans.
The  "Average  Daily Balance" is the quotient of: (i) the sum of the outstanding
      ----------------------
principal  debt  owed  DFS on the Distribution Finance Facility on each day of a
billing  period  for  each  item  of  Inventory  identified  on the Statement of
Transaction,  divided  by (ii) the actual number of days in such billing period.

          (d)     Certain  Charges.  Borrower  will  (i)  reimburse  DFS for all
                  ----------------
charges  made  by  banks,  including  charges for collection of checks and other
items  of  payment  and (ii) pay DFS all fees and charges in effect from time to
time  for  transfers  of  funds  to  or  from  the  Borrower.

          3.7     Billing  Statement.  DFS  will send Borrower a monthly billing
                  ------------------
statement  identifying  all  charges  due  on  Borrower's account with DFS.  The
charges specified on each billing statement will be: (a) due and payable in full
immediately  on  receipt; and (b) an account stated, absent manifest error.  DFS
may  adjust  the  billing statement at any time to conform to applicable law and
this  Agreement.

          3.8     Loan  Proceeds.  The  parties  intend  that  all  indebtedness
                  --------------
incurred  hereunder shall be governed exclusively by the terms of this Agreement
and  the  other  Loan  Documents,  and  shall  not,  unless requested by DFS, be
evidenced  by  notes or other evidences of indebtedness.  Upon any such request,
Borrower  will  immediately  execute and deliver any such note or other evidence
reasonably  requested  by  DFS.  Any fees, charges or expenses charged to DFS by
any  bank  for  payments  made by DFS at Borrower's request shall be immediately
payable  by  Borrower.  All  advances  and  other  obligations  of Borrower made
hereunder  will  constitute  a  single  obligation.

                                       13
<PAGE>
          3.9     Default  Interest  Rate.  If  a Default occurs, and unless and
                  -----------------------
until  cured,  DFS may without prior demand, raise the rate of interest accruing
on the disbursed unpaid principal balance of any Loan by three percentage points
(3%)  above  the  rate  of  interest otherwise applicable (the "Default Interest
                                                                ----------------
Rate"), whether or not DFS elects to accelerate the unpaid principal balances as
a  result of a Default.  DFS will notify Borrower in writing before imposing the
Default  Interest  Rate  permitted  by  this  Section.

          3.10  Interest  Rate  After  Certain Events.  If a judgment is entered
                -------------------------------------
against  Borrower  for sums due under any of the Obligations, as applicable, the
amount  of  the  judgment  entered  (which  may  include  principal,  interest,
reasonable  attorneys'  fees and costs) shall bear interest at the judgment rate
as  permitted under applicable law as of the date of entry of the judgment.  All
Obligations  of  Borrower  described  in  clauses  (a) and (b) of the definition
thereof  shall  bear  interest  at  the  Default  Interest  Rate.

          3.11     Verification  Rights  of  DFS.  DFS  may,  without  notice to
                   -----------------------------
Borrower  and  at any time or times hereafter verify the validity, amount or any
other  matter  relating to any Account by mail, telephone or other means, in the
name  of  Borrower  or  DFS.

          3.12     Reports.
                   -------

               (a)  Additional  Monthly Reports.  Borrower agrees to provide DFS
                    ----------------------------
with  a report by the 25th day of each month, or more frequently if requested by
DFS,  in each case as of the 15th day of such month, which shall be in such form
as  is  satisfactory to DFS, including supporting information regarding, but not
limited  to  (i)  a  Borrowing Base Certificate; (ii) an Inventory aging report;
(iii)  a  statement  of  the current Inventory status, showing the lower of cost
(determined  on a "first-in, first-out" basis) or market value thereof; and (iv)
an  aging  of  Accounts  (the  "Additional  Monthly  Report").
                                ---------------------------

               (b)     Monthly Reports. Borrower agrees to provide to DFS by the
                       ---------------
15th  day of each month, or more frequently if requested by DFS, in each case as
of  the  last  day  of  the immediately prior month, each of the following:  (i)
Inventory  aging  report; (ii) aging of Accounts; (iii) an updated Exhibit 8.17;
                                                                   ------------
and  (iv)  aging  of  Borrower's  accounts  payable  (the  "Monthly  Reports").
                                                            ----------------

               (c)     Other  Reports.  Borrower  agrees  to  provide DFS within
                       --------------
five (5) Business Days after each request by DFS any other report or information
requested  by  DFS  (the  "Other  Reports").
                           --------------

               (d)     Accuracy  of  Reports.  The  Additional  Monthly  Report,
                       ---------------------
Monthly  Reports  and the Other Reports will be true and correct in all material
respects.  Borrower  acknowledges DFS' reliance on the truthfulness and accuracy
in  all  material respects of each Additional Monthly Report, Monthly Report and
the  Other  Reports.

          3.13     Establishment  of  Reserves.  Notwithstanding  the  foregoing
                   ---------------------------
provisions  of  Section  3.3,  DFS shall have the right to establish reserves in
                ------------
such  amounts,  and with respect to such matters, as DFS shall deem necessary or
appropriate,  against  the  amount  of  Working Capital Loans which Borrower may
otherwise request under Section 3.3, including, without limitation, with respect
                        -----------
to  (a)  price  adjustments,  damages,  unearned discounts, returned products or
other  matters  for  which credit memoranda are issued in the ordinary course of
Borrower's  business; (b) shrinkage, spoilage and obsolescence of Inventory; (c)
slow  moving  Inventory;  (d)  other sums chargeable against Borrower as Working

                                       14
<PAGE>
Capital  Loans  under  any section of this Agreement; (e) a material increase in
Dealer's  dilution percentage, as determined by DFS; and (f) such other matters,
events,  conditions  or  contingencies  as  to which DFS, in its sole reasonable
credit  judgment  determines  reserves  should  be established from time to time
hereunder.  DFS  will notify Borrower in writing before establishing any reserve
described  herein;  provided,  however,  that  DFS  shall  have no obligation to
                    --------   -------
provide  such  prior  notice  to  Borrower  upon  the  occurrence and during the
continuance  of  a  Default.

          3.14     Capital  Adequacy.
                   -----------------

               (a)     In  the  event  that  DFS  shall have determined that the
adoption  of  any  law,  rule  or  regulation regarding capital adequacy, or any
change  therein or in the interpretation or application thereof or compliance by
DFS  with  any  request  or directive regarding capital adequacy (whether or not
having  the  force of law) from any central bank or governmental authority, does
or  shall  have  the  effect of reducing the rate of return on DFS' capital as a
consequence  of  its obligations hereunder to a level below that which DFS could
have  achieved  but  for  such  adoption,  change  or  compliance  (taking  into
consideration  DFS'  policies  with  respect  to  capital adequacy) by an amount
deemed  by  DFS, in its sole discretion, to be material, then from time to time,
after submission by DFS to Borrower of a written demand therefor, Borrower shall
pay  to  DFS  such  additional amount or amounts as will compensate DFS for such
reduction.

               (b)     A  certificate  of DFS claiming entitlement to payment as
set  forth  in  Section  3.14(a)  above  shall  be  conclusive in the absence of
                ----------------
manifest  error.  Such  certificate shall set forth the nature of the occurrence
giving rise to such payment, the additional amount or amounts to be paid to DFS,
and  the  method  by  which  such  amounts were determined.  In determining such
amount,  DFS  may  use  any  reasonable  averaging  and  attribution  method.

          3.15     Collections.  Unless  otherwise  directed by DFS, to expedite
                   -----------
collection  of Accounts for the benefit of DFS, Borrower shall notify all of its
Account  Debtors to make payment of the Accounts to one or more lock-boxes under
the sole control of DFS.  The lock-box, and all accounts into which the proceeds
of  any  such lock-box(es) are deposited, shall be established at banks selected
by the Borrower and satisfactory to DFS.  Borrower shall issue to any such banks
an  irrevocable  letter of instruction, in form and substance acceptable to DFS,
directing  such  banks  to deposit all payments or other remittances received in
the  lock-box  to  such account or accounts as DFS shall direct, for application
against  the outstanding balance of the Obligations.  Until all Obligations have
been  satisfied in full, all funds deposited in the lock-box or any such account
immediately  shall  become  the  property  of  DFS, and any disbursements of the
proceeds in the lock-box or any such account will only be made to DFS.  Borrower
shall  obtain the agreement of such banks to waive any offset rights against the
funds  so  deposited.  DFS  assumes  no  responsibility  for  such  lock-box
arrangement, including, without limitation, any claim of accord and satisfaction
or  release  with  respect  to  deposits which any banks accept thereunder.  All
remittances which Borrower receives in payment of any Accounts, and the proceeds
of  any  of  the  other  Collateral,  shall be: (i) kept separate and apart from
Borrower's  own  funds  so  that  they  are  capable  of  identification as DFS'
property; (ii) held by Borrower as trustee of an express trust for DFS' benefit;
and  (iii)  shall  be  immediately deposited in such accounts designated by DFS.
All proceeds received or collected by DFS with respect to Accounts, and reserves
and  other  property  of  Borrower  in  possession  of  DFS at any time or times
hereafter, may be held by DFS without interest to Borrower until all Obligations
are  paid  in  full  or  applied  by DFS on account of the Obligations.  DFS may
release  to  Borrower  such  portions  of  such reserves and proceeds as DFS may
determine.  Upon the occurrence and during the continuance of a Default, DFS may
notify  the Account Debtors that the Accounts have been assigned to DFS, collect
the  Accounts  directly  in  its  own  name  and charge the collection costs and
expenses, including reasonable attorneys' fees, to Borrower.  DFS has no duty to
protect,  insure,  collect  or  realize  upon the Accounts to preserve rights in
them.

                                       15
<PAGE>
          3.16     Advancements.  If  Borrower  fails  to (a) perform any of the
                   ------------
affirmative  covenants  contained herein, (b) protect or preserve the Collateral
or  (c)  protect  or  preserve the status and priority of the Liens and security
interest  of  DFS  in  the  Collateral,  DFS  may make advances to perform those
obligations.  DFS will use reasonable efforts to attempt to give Borrower notice
prior  to making such advancement.  All sums so advanced will be due and payable
upon demand and will immediately upon advancement become secured by the security
interests  created  by  this  Agreement  and  will  be  subject to the terms and
provisions  of  this  Agreement  and all of the Loan Documents.  DFS may add all
sums  so  advanced,  plus  any  expenses  or  costs  incurred  by DFS, including
reasonable  attorney's  fees,  as  outstanding Loans as DFS may designate in its
sole  discretion.  The  provisions  of  this  Section  will  not be construed to
prevent  the  institution of rights and remedies of DFS upon the occurrence of a
Default.  Any  provisions in this Agreement to the contrary notwithstanding, the
authorizations  contained  in  this Section will impose no duty or obligation on
DFS  to perform any action or make any advancement on behalf of Borrower and are
for  the  sole  benefit  and  protection  of  DFS.

          3.17     Continuing  Requirements  - Accounts.  Borrower will:  (a) if
                   ------------------------------------
from  time  to time required by DFS, immediately upon their creation, deliver to
DFS copies of all invoices, delivery evidences and other such documents relating
to  each Account; (b) without DFS' consent not permit or agree to any extension,
compromise  or  settlement  or  make  any  change  to  any  Account;  (c)  affix
appropriate  endorsements  or  assignments  upon  all  such items of payment and
proceeds  so that the same may be properly deposited by DFS to DFS' account; (d)
immediately  notify  DFS  in  writing  which  Accounts  may be deemed Ineligible
Accounts;  and (e) mark all chattel paper and instruments now owned or hereafter
acquired  by  it to show that the same are subject to DFS' security interest and
immediately  thereafter  deliver  such chattel paper and instruments to DFS with
appropriate  endorsements  and  assignments  to  DFS.

          3.18  Distribution  Finance  Facility  Deficit.  The  "Distribution
                ----------------------------------------         ------------
Finance  Facility  Deficit"  shall  mean the amount, if any, by which Borrower's
      --------------------
total  current  outstanding indebtedness under the Distribution Finance Facility
as of the date of any monthly Inventory report, exceeds the Distribution Finance
Inventory Value (as defined below) as determined by, and as of the date of, such
monthly  Inventory  report.  Such Distribution Finance Facility Deficit, if any,
will  remain  in effect for purposes of this Agreement until the preparation and
delivery  by  Borrower  to  DFS  of  a  new  monthly Inventory report.  The term
"Distribution  Finance  Inventory  Value"  is defined herein to mean one hundred
 ---------------------------------------
percent  (100%)  of  the  total  aggregate  wholesale  invoice  price  of all of
Borrower's  Inventory  financed  under the Distribution Finance Facility that is
unsold and in Borrower's possession and control as of the date of the applicable
monthly  Inventory report and to the extent that DFS has a first priority, fully
perfected  security  interest  therein,  less  the  amount of any such Inventory
consisting  of  demonstration  items  or Inventory that is obsolete or otherwise
unmerchantable.

     Furthermore,  in the event Borrower's Distribution Finance Facility Deficit
exceeds  at any time (a) the Eligible Account Availability, minus (b) Borrower's
outstanding  Working  Capital  Loans, Borrower will immediately pay to DFS, as a
reduction  of Borrower's total current outstanding indebtedness to DFS under the
Distribution  Finance  Facility,  the  difference  between  (i)  Borrower's
Distribution  Finance  Facility  Deficit,  and  (ii)  (a)  the  Eligible Account
Availability  minus  (b)  Borrower's  outstanding  Working  Capital  Loans.

          3.19  Appointment of Pomeroy as Agent.  Global hereby appoints Pomeroy
                -------------------------------
as  its agent and attorney-in-fact to take any action or execute any document or
instrument  necessary  or  appropriate  for the administration of the Collateral
hereunder and under the other Loan Document.  Without limiting the generality of
the  foregoing,  Pomeroy shall prepare and deliver to DFS all reports concerning
the  Accounts  and  other  Collateral  required  by this Agreement, whether such
Collateral is owned by Pomeroy or Global, and such other Borrower shall be fully
bound  by  the statements and actions of Pomeroy.  In addition, Pomeroy shall be

                                       16
<PAGE>
the only Borrower from whom DFS shall recognize requests for advances hereunder,
whether such advance request is for the benefit of Pomeroy or Global.  DFS shall
be entitled to rely absolutely and without duty of inquiry or investigation upon
any  agreement,  request,  communication  or  other  notice  given  by  Pomeroy
hereunder.

     4.     TERM  OF  AGREEMENT

          4.1     Termination.  This  Agreement  will continue in full force and
                  -----------
effect  and be non-cancellable for two (2) years from the Effective Date (except
that  it  may  be  terminated  by  DFS  upon  ninety (90) days written notice to
Borrower  or,  with  no  prior notice in the exercise of its rights and remedies
upon  Default  by Borrower); provided, however, that Borrower may terminate this
                             --------  -------
Agreement  prior  to such date upon: (a) at least 90 days written notice to DFS;
(b)  payment  to  DFS of all Obligations; and (c) payment to DFS of an amount as
follows:

<TABLE>
<CAPTION>
Date of
Termination . . . . . . . . .    Amount
-----------------------------    --------
<S>                              <C>
On or prior to the first. . .    $165,000
anniversary of the
Effective Date

After the first anniversary .    $ 82,500
of the Effective Date through
the second anniversary of the
Effective Date
</TABLE>

This  sum  will  also  be  paid  by  Borrower if this Agreement is terminated on
account  of  Borrower's  Default.  Termination  on  any  date  other  than  the
anniversary date will not entitle Borrower to a refund of any fee.  DFS shall be
entitled  to  payment of all fees upon Default by Borrower which would have been
payable  during  the  original term of this Agreement, or any extension thereof,
but  for  such  early  termination.  These accelerated fees represent liquidated
damages  are not a penalty.  Any such written notice of termination delivered by
Borrower  to DFS shall be irrevocable.  It is understood that Borrower may elect
to terminate this Agreement in its entirety only, no section or lending facility
may  be  terminated  singly.

          Notwithstanding  anything  herein to the contrary, Borrower shall have
no  obligation  to  pay  the foregoing fee to DFS in the event this Agreement is
terminated  by  Borrower  in  connection with DFS' assignment of its interest in
this  Agreement  to a third party unacceptable to Borrower or the acquisition of
DFS  by  a  third  party  unacceptable  to  Borrower.

          4.2     Effect of Termination.  Borrower will not be relieved from any
                  ---------------------
Obligations  to  DFS arising out of DFS' advances or commitments made before the
effective  termination  date  of  this  Agreement.  DFS  will  retain all of its
rights,  interests  and  remedies  hereunder  until  Borrower  has  paid  all of
Borrower's Obligations to DFS.  All waivers set forth within this Agreement will
survive  any  termination  of  this  Agreement.

     5.     BORROWING  AND  REPAYMENT  PROCEDURES

          5.1.     Borrowing  Procedures.
                   ---------------------

                                       17
<PAGE>
          (a) Generally.  A request for a Working Capital Loan shall be made, or
              ---------
shall  be deemed to be made, in the following manner:  (i) Borrower may give DFS
written  notice  of  its  intention  to  borrow,  in which notice Borrower shall
specify  the  amount  of the proposed borrowing and the proposed borrowing date;
(ii)  upon  the occurrence and during the continuance of a Default, the becoming
due  of any amount required to be paid under this Agreement as interest shall be
deemed irrevocably to be a request for a Working Capital Loan on the due date in
the  amount  required  to  pay  such interest; and (iii) upon the occurrence and
during  the  continuance of a Default, the becoming due of any other Obligations
shall  be  deemed  irrevocably to be a request for a Working Capital Loan on the
due  date  in  the  amount  then  so  due.

For  purposes  of  subpart  (i) above, Borrower agrees that DFS may rely and act
upon  any  request  for  a  Working  Capital  Loan from any individual listed by
Borrower  on  Exhibit  5.1(a),  attached  hereto.
              ---------------

          (b)     Conditions  Precedent  to  Each Working Capital Loan.  Without
                  ----------------------------------------------------
limiting  the  applicability  of the conditions precedent set forth in Section 7
                                                                       ---------
below to DFS' obligation to make any Working Capital Loan, the obligation of DFS
to  make  any  Working  Capital  Loan shall be subject to the further conditions
precedent  that,  on  the  date  of  each  such  Working  Capital  Loan:

          (i)     The  following  statements  shall  be  true:  (A)  the
representations  and warranties contained in Section 8 hereof are correct in all
                                             ---------
material  respects  on and as of the date of such Working Capital Loan as though
made  on  and  as  of  such  date,  and (B) there exists no Default or Unmatured
Default,  nor  would any Default or any Unmatured Default result from the making
of  the  Working  Capital  Loan  requested  by  Borrower;

          (ii)     Borrower  shall  have  signed  and  sent  to  DFS,  if DFS so
requests,  a  request  for  advance,  setting forth in writing the amount of the
Working  Capital Loan requested; provided, however, that the foregoing condition
                                 --------  -------
precedent  shall  not  prevent DFS, if it so elects in its sole discretion, from
making  a  Working  Capital  Loan  pursuant  to  Borrower's  non-written request
therefor;

          (iii)  DFS shall have received a completed Borrowing Base Certificate,
signed  by  the Borrower, and dated not more than sixteen (16) days prior to the
date  of  Borrower's  request  for  such  Working  Capital  Loan;  and

          (iv)     DFS  shall  have  received  such other approvals, opinions or
documents  as  it  may  reasonably  request.

Borrower  agrees  that the making of a request by Borrower for a Working Capital
Loan,  shall  constitute a certification by Borrower and the Person(s) executing
or  giving  the  same that all representations and warranties of Borrower herein
are  true  in all material respects as of the date thereof and that all required
conditions  to  the  making  of  the  Working  Capital  Loan  have  been  met.

          5.2     Excess  Advances.  DFS,  in  its sole and absolute discretion,
                  ----------------
may elect to permit the total unpaid balance of Loans to exceed the Total Credit
Limit  (the  "Excess  Advances"), and no such event or occurrence shall cause or
              ----------------
constitute  a waiver by DFS of its right to demand payment of all or any part of
the  Loans  at  any time within the terms of this Agreement or to refuse, in its
sole  and  absolute  discretion,  to  make  such further Loans.  Any such Excess
Advances  shall  be  payable  immediately upon demand therefor, unless otherwise
specifically  agreed  to by DFS, and shall bear interest at the Default Interest
Rate.

          5.3     All  Loans One Obligation.  All Obligations of Borrower to DFS
                  -------------------------
under  this  Agreement  and  all other agreements between Borrower and DFS shall
constitute  one  obligation  to  DFS secured by the security interest granted in
this  Agreement,  and  by  all  other  Liens  heretofore, now, or at any time or
times hereafter granted by Borrower.  All of the rights of DFS set forth in this
Agreement shall apply to any modification of or supplement to this Agreement, or
Exhibits  hereto,  unless  otherwise  agreed  in  writing.

                                       18
<PAGE>
          5.4     Payments of Principal and Interest.  Without waiving any other
                  ----------------------------------
rights  Borrower  may  otherwise have, all payments and amounts due hereunder by
Borrower  shall  be made or be payable without set-off or counterclaim and shall
be  made  to  DFS  on  the  date due at its office(s) responsible for Borrower's
account,  or at such other place which DFS may designate to Borrower in writing.
Any  payments  received  after  such  time  shall be deemed received on the next
Business  Day.  Whenever  any payment to be made hereunder shall be stated to be
due  on  a  date other than a Business Day, such payment may be made on the next
succeeding  Business  Day,  and  such extension of time shall be included in the
computation  of  payment  of  interest  or  any  fees.

          5.5     Collection  Days.  All  payments  and  all  amounts  received
                  ----------------
hereunder  will  be  credited  by DFS to Borrower's account one (1) Business Day
after  good  funds  have  been  deposited  into  DFS' general operating account.

     6.     SECURITY  FOR  THE  OBLIGATIONS

          6.1     Grant  of  Security  Interest.  To  secure  payment  of all of
                  -----------------------------
Borrower's  current  and future Obligations and to secure Borrower's performance
of  all  of  the  provisions  under this Agreement and the other Loan Documents,
Borrower  grants  DFS  a  security  interest  in  all  of  Borrower's Inventory,
equipment,  fixtures,  accounts,  contract  rights,  chattel  paper,  security
agreements,  instruments,  deposit  accounts,  reserves,  documents  and general
intangibles; and all judgments, claims, insurance policies, and payments owed or
made  to  Borrower  thereon;  all  whether  now owned or hereafter acquired, all
attachments,  accessories,  accessions,  returns,  repossessions,  exchanges,
substitutions  and  replacements  thereto,  and  all proceeds thereof.  All such
assets  are collectively referred to herein as the "Collateral."  All such terms
                                                    ----------
for  which  meanings are provided in the Uniform Commercial Code are used herein
with  such  meanings.  All Collateral financed by DFS, and all proceeds thereof,
will  be  held in trust by Borrower for DFS, with such proceeds being payable in
accordance  with  this  Agreement.  Borrower  covenants  with  DFS  that DFS may
realize  upon  all  or  part  of  any Collateral in any order it desires and any
realization  by  any means upon any Collateral will not bar realization upon any
other  Collateral.  Borrower's  liability  under  this  Agreement  is direct and
unconditional  and  will  not be affected by the release or nonperfection of any
security  interest  granted  hereunder.

          6.2     Future  Advances.  DFS'  security  interests  shall secure all
                  ----------------
current  and  all  future  advances  to  Borrower  made  by  DFS  under the Loan
Documents.

          6.3     Financing  Statements.  Borrower  shall execute and deliver to
                  ---------------------
DFS  for the benefit of DFS such financing statements, certificates of title and
original  documents  as  may  be  required  by DFS with respect to DFS' security
interests.

          6.4     Guaranties.  Borrower  shall  cause  any and all Subsidiaries,
                  ----------
whether  now  existing  or  hereafter  acquired,  to  execute  and  deliver
collateralized  guaranties  of  the  Obligations  secured  by  a first priority,
perfected  security  interest  in  the assets described therein, except for TIFS
which perfected security interest shall be subordinated to TIFS' primary lender,
The  Fifth  Third  Bank  of  Northern  Kentucky,  Inc.,  or  its  successors.

          6.5     Further Assurances.  Borrower will execute and deliver to DFS,
                  ------------------
at  such  time  or  times as DFS may request, all financing statements, security
agreements, assignments, certificates, affidavits, reports, schedules, and other
documents  and  instruments  that DFS may deem necessary to perfect and maintain
perfected  DFS' security interests in the Collateral and to fully consummate the
transactions  contemplated  under  all Loan Documents.  All filing, recording or
registration  fees  shall  be  payable  by  Borrower.
                                       19
<PAGE>
          6.6  Intellectual  Property.  Borrower  shall  execute  and  deliver a
               ----------------------
collateral  assignment  of  patents,  copyrights  and  trademarks  in  form  and
substance  reasonably  acceptable  to DFS granting DFS a first priority security
interest  in  and  to  the  items  listed in Exhibit 8.21 in form acceptable for
                                             ------------
recordation.

     7.     CONDITIONS  PRECEDENT

     All duties and obligations of DFS under the Loan Documents on the Effective
Date,  and  at  all  times  during  the term of this Agreement, are specifically
subject  to  the  full  and continued satisfaction by Borrower of the conditions
precedent  set  forth  below.

          7.1     Conditions  Precedent.  The  following  conditions  must  be
                  ---------------------
satisfied  as  of  the  Effective  Date:

          (a) DFS' Counsel.  DFS' counsel must approve of all matters pertaining
              ------------
          to (i)  title to the  Collateral;  (ii) the  form,  substance  and due
          execution  of all  Loan  Documents;  (iii)  Borrower's  organizational
          documents; and (iv) all other legal matters, including the application
          of any laws relating to usury.

          (b)  Material  Change.  There must not have been any  change,  between
               ----------------
          April 5, 1998 and the  Effective  Date,  which  would  have a Material
          Adverse  Effect on the  condition  of Borrower,  the  condition of the
          Business, the value and condition of the Collateral,  the structure of
          Borrower  other  than  as  contemplated  herein,  or in the  financial
          information, audits and the like obtained by DFS.

          (c) Perfected  Liens.  DFS shall have a perfected  first priority Lien
              ----------------
          and security interest in the Collateral, subject only to the Permitted
          Liens.

          (d)  Insurance.  Borrower  shall  provide  DFS  with  certificates  of
               ---------
          insurance  evidencing  that Borrower and each Corporate  Guarantor has
          obtained the insurance as required in Section 9.1.2.
                                                -------------

          (e) Laws.  Borrower and its  Subsidiaries  shall be in compliance with
              ----
          all applicable laws and governmental  regulations,  including, but not
          limited to, all  Environmental  Laws, the failure to comply with which
          would have a Material Adverse Effect on Borrower,  its Subsidiaries or
          the Business.

          (f)  Certificate of Good Standing.  A certificate of good standing for
               ----------------------------
          Borrower (or other similar certificate) must be delivered to DFS, from
          the  appropriate   governmental   authority  of  Borrower's  and  each
          Corporate  Guarantor's state of incorporation and other  jurisdictions
          in which  Borrower and each such  Corporate  Guarantor  does business,
          dated not earlier than 30 days prior to the Effective Date.

          (g) Opinion of Borrower's Counsel.  DFS must receive a written opinion
              -----------------------------
          from  counsel for  Borrower and each  Corporate  Guarantor,  dated the
          Effective  Date,  and addressed to and for the benefit of DFS, in form
          and substance satisfactory to DFS.

          (h) UCC Searches.  DFS must receive a  certificate  from a provider of
              ------------
          financing  statement  searches  acceptable to DFS which identifies all
          financing statements of public record not more than 30 days before the
          Effective  Date,  that pertain to the Collateral and the collateral of
          each Corporate Guarantor.

                                       20
<PAGE>
          (i) Other Documents. Such other documents, certificates,  submissions,
              ---------------
          insurance  policies and other matters as  reasonably  requested by DFS
          relating to the  transaction  herein  contemplated,  including but not
          limited to (A)  Collateralized  Guarantees from each of the Borrower's
          Subsidiaries,  along with such other  documents  as are  necessary  to
          provide DFS with a first priority,  fully perfected  security interest
          in all of the  assets of each such  Subsidiary,  except for TIFS which
          perfected  security  interest of DFS' shall be  subordinated  to TIFS'
          primary lender,  The Fifth Third Bank of Northern  Kentucky,  Inc., or
          its successors, and (B) the Participation Agreement.

          (j) President's Certificate (or Chief Executive Officer's Certificate,
              ------------------------------------------------------------------
          for Global).  In the form attached hereto as Exhibit 7.1(j) compliance
          ----------                                   --------------
          with all of the terms and conditions in the Loan Documents.

          (k)  Articles of  Incorporation.  A certified  copy of the Articles of
               --------------------------
          Incorporation,  By-Laws  and  the  resolutions  of  the  directors  of
          Borrower authorizing the transactions contemplated by this Agreement.

          (l) Secretary's Certificate of Resolution and Incumbency.  In the form
              ----------------------------------------------------
          attached hereto as Exhibit 7.1(l).
                             --------------

          (m) Payoff  Letter.  A lien release and payoff letter  executed by any
              --------------
          and all lienholders on any of the Collateral,  other than with respect
          to the Permitted Liens.

     8.     REPRESENTATIONS  AND  WARRANTIES

          To  induce  DFS  to  enter  into  this  Agreement,  Borrower makes the
representations and warranties set forth below, all of which will remain true in
all  material respects during the term of this Agreement.  Borrower acknowledges
DFS' justifiable right to rely upon the representations and warranties set forth
below.

          8.1     Financial  Statements.  Borrower's  audited  consolidated
                  ---------------------
financial statements as of January 5, 1998 and Borrower's unaudited consolidated
financial  statements  as of April 5, 1998, copies of which have been previously
submitted  to  DFS,  have  been prepared in conformity with GAAP (except for the
absence  of  footnotes  and  non year-end adjustments on the unaudited financial
statements)  and  present  fairly  the  financial  condition of Borrower and its
consolidated  Subsidiaries  as at such dates and the results of their operations
for  the  periods  then ended.  Borrower warrants and represents to DFS that all
financial  statements  and  information  relating  to  Borrower or any Corporate
Guarantor  which  have  been  or  may  hereafter be delivered by Borrower or any
Corporate  Guarantor are true and correct in all material respects and have been
and  will  be  prepared  in  accordance  with  GAAP  and,  with  respect to such
previously  delivered  statements or information, there has been no change which
would  have  a Material Adverse Effect on the financial or business condition of
Borrower  or  any  Corporate Guarantor since the submission to DFS, either as of
the date of delivery, or, if different, the date specified therein, and Borrower
acknowledges  DFS'  reliance  thereon.

          8.2     Non-Existence  of  Defaults.  Neither  Borrower nor any of its
                  ---------------------------
Subsidiaries  is  in default with respect to any material amount of its existing
Indebtedness.  The  making  and performance of this Agreement and all other Loan
Documents,  will  not  immediately,  or  with the passage of time, the giving of
notice,  or  both:  (a)  violate  the  provisions  of  the  bylaws  or any other
corporate  document  of Borrower; (b) violate any laws to the best of Borrower's

                                       21
<PAGE>
knowledge  after reasonable inquiry, except where the failure to so comply could
not  reasonably be expected to have a Material Adverse Effect upon Borrower, the
Business  or  Borrower's  operations  or  financial  condition;  (c) result in a
material  default under any contract, agreement, or instrument to which Borrower
is  a  party  or by which Borrower or its properties are bound; or (d) result in
the  creation  or imposition of any security interest in, or Lien or encumbrance
upon,  any  of  the  Collateral  except  the  Permitted  Liens.

          8.3     Litigation.  Set  forth  on  Exhibit  8.3  is  a  list  of all
                  ----------                   ------------
actions,  suits,  investigations  or proceedings pending or, to the knowledge of
Borrower, threatened against Borrower or any of its Subsidiaries, as of the date
hereof  in  which there is a reasonable probability of an adverse decision which
would  Material  and  Adverse  Effect  upon  Borrower,  the  Business,  or  the
Collateral.

          8.4     Material  Adverse Effect.  Borrower does not know of or expect
                  ------------------------
any  change  which  would  have a Material Adverse Effect on the Business, or on
Borrower's  or  any  of  the  Subsidiaries'  assets, liabilities, properties, or
condition,  financial  or  otherwise,  including changes in Borrower's financial
condition  from  April  5,  1998  through  the  Effective  Date.

          8.5     Title  to  Collateral.  Except  as  set  forth on Exhibit 8.5,
                  ---------------------                             -----------
Borrower  has good and marketable title to all of the Collateral, free and clear
of  any  and all Liens, claims and encumbrances, other than the Permitted Liens.

          8.6     Corporate  Status.  Borrower and each of the Subsidiaries is a
                  -----------------
corporation  duly  organized  and  validly  existing,  in  good  standing,  with
perpetual  corporate existence, under the laws of their respective jurisdictions
of  formation.  Borrower  and  its  Subsidiaries  have  the  corporate power and
authority to own their properties and to transact the Business in which they are
engaged  and  presently propose to engage.  Borrower and each Subsidiary is duly
qualified  as a foreign corporation and in good standing in all states where the
nature of their Business or the ownership or use of their property requires such
qualification,  and  where  failure  to so qualify would have a Material Adverse
Effect  on  its  Business,  operations  or  financial  condition.

          8.7     Subsidiaries.  Exhibit 8.7 hereto lists the Subsidiaries as of
                  ------------   -----------
the  Effective  Date.

          8.8     Power  and  Authority.  Borrower  has  the  corporate power to
                  ---------------------
borrow  and  to  execute,  deliver and carry out the terms and provisions of the
Loan  Documents.  Borrower  has  taken  or  caused  to  be  taken  all necessary
corporate  action  to  authorize the execution, delivery and performance of this
Agreement  and  all  other  Loan  Documents  and  the  borrowing  thereunder.

          8.9     Place  of  Business.  Pomeroy's chief executive office and the
                  -------------------
principal  place  of  business  is  located  at 1020 Petersburg Road, Hebron, KY
41048.  Global's  chief  executive  office  and  principal  place of business is
located  at  1020  Petersburg  Road,  Hebron,  KY  41048.  Borrower's  records
concerning  the  Collateral  are kept at such chief executive office, or will be
kept  at  such other place that Borrower informs DFS of not less than 30 days in
advance  of  relocation.

          8.10  Enforceability  of  the  Loan  Documents.  The  Loan  Documents
                ----------------------------------------
executed  by  Borrower are the valid and binding obligations of Borrower and are
enforceable  against  Borrower in accordance with their terms, except as limited
by  bankruptcy, insolvency, or other laws of general application relating to the
enforcement  of  creditors'  rights.

          8.11  Taxes.  Pomeroy's  federal  tax  identification  number  is
                -----
31-1227808.  Global's federal tax identification number is 73-1442195.  Borrower
has:  (a)  filed all federal, state and local tax returns and other reports that

                                       22
<PAGE>
it is required by law to file the failure of which would have a Material Adverse
Effect  on  the  Business  or Borrower's or any Subsidiary's assets, (b) paid or
caused to be paid all taxes, assessments and other governmental charges that are
due  and  payable,  the  failure  of  which to pay would have a Material Adverse
Effect  on  the Business, except those contested in good faith and in accordance
with  accepted procedures, and for which adequate reserves have been established
in accordance with GAAP, and (c) made adequate provision for the payment of such
taxes,  assessments or other charges accruing but not yet payable.  Borrower has
no  knowledge of any deficiency or additional assessment in a material amount in
connection  with  any  taxes,  assessments  or  charges.

          8.12  Compliance  with  Laws.  Borrower,  to the best of its knowledge
                ----------------------
after  reasonable  inquiry,  has  complied,  and  shall cause each Subsidiary to
comply,  in  all  material  respects  with  all  applicable  laws, including any
Environmental  Laws  and any zoning laws, the failure to comply with which would
have  a  Material  Adverse  Effect on Borrower individually, or Borrower and its
Subsidiaries  on  a  consolidated  basis.

          8.13  Consents.  Borrower  and  the  Subsidiaries  have  obtained  all
                --------
material consents, permits, licenses, approvals or authorization of, or effected
the filing, registration or qualification with, any governmental entity which is
required  to  be  obtained  or  effected  by  Borrower  and  the Subsidiaries in
connection with the Business or the execution and delivery of this Agreement and
the  other  Loan Documents the failure of which to obtain or effect would have a
Material  Adverse  Effect  on  Borrower  individually,  or  on  Borrower and its
Subsidiaries  on  a  consolidated  basis.

          8.14  Purpose.  Borrower  will  use the advances which DFS makes under
                -------
the  Credit  Facility  solely  for lawful purposes and as described in Section 3
                                                                       ---------
hereof.

          8.15  Condition  of  the  Business.  All  material  assets used in the
                ----------------------------
conduct of the Business are in good operating condition and repair and are fully
usable  in  the  ordinary  course  thereof,  reasonable  wear and tear excepted.

          8.16  Capital.  All  issued  shares  and all outstanding shares in the
                -------
Subsidiaries  as reflected in Borrower's financial statements are validly issued
pursuant  to  proper authorization of the board of directors of such Subsidiary,
and are fully paid, and non-assessable.  Except for those stock option plans and
Shareholders  Right  Plan  described  on  Exhibit  8.16,  which  plans shall not
                                          --------------
bematerially  amended  without  notice  to  DFS,  there  are  no  outstanding
subscriptions,  warrants,  options,  calls  or  commitments,  obligations  or
securities  convertible  or  exchangeable for shares of any stock of Borrower or
the Subsidiaries.  Borrower and the Subsidiaries shall give DFS thirty days (30)
prior  written  notice  before  entering any agreement to register its equity or
debt  securities  under  the  Securities  Act  of 1933, as amended, or any state
securities  law.  All  Borrower's and Subsidiary's issued shares and outstanding
capital  stock are fully paid and non-assessable, and each such Person's capital
structure  is  as  set  forth  on  Exhibit  8.16.
                                   -------------

          8.17  Location  of  Collateral.  Exhibit  8.17 describes the locations
                ------------------------   -------------
where  any  of  the  Collateral  is  located  or  stored  as of the date hereof.

          8.18  Real Property.  Neither Borrower nor any Subsidiary own or lease
                -------------
any  real  property,  except  as  set  forth  on  Exhibit  8.18 attached hereto.
                                                  -------------

          8.19  Warranties  and  Representations-Accounts.  For  each  Account
                -----------------------------------------
listed  by  Borrower  on  any  Borrowing Base Certificate, Borrower warrants and
represents  to  DFS  that  at  all times:  (a) such Account is genuine; (b) such
Account  is not evidenced by a judgment or promissory note or similar instrument
or agreement; (c) it represents an undisputed bona fide transaction completed in
accordance  with the terms of the invoices and purchase orders relating thereto;

                                       23
<PAGE>
(d)  the  goods sold or services rendered which resulted in the creation of such
Account  have  been delivered or rendered to and accepted by the Account Debtor;
(e)  the  amounts  shown on the Borrowing Base Certificate, Borrower's books and
records  and  all  invoices and statements delivered to DFS with respect thereto
are  owing to Borrower and are not contingent; (f) no payments have been or will
be made thereon except payments turned over to DFS pursuant to the terms of this
Agreement;  (g)  there  are  no  offsets,  counterclaims or disputes existing or
asserted  with  respect thereto and Borrower has not made any agreement with the
Account  Debtor  for  any  deduction  or  discount of the sum payable thereunder
except  regular  discounts  allowed  by  Borrower  in the ordinary course of its
business  for  prompt payment; (h) there are no facts or events which in any way
impair  the  validity  or  enforceability  thereof  or reduce the amount payable
thereunder  from  the amount shown on the Borrowing Base Certificate, Borrower's
books  and records and the invoices and statements delivered to DFS with respect
thereto;  (i)  to the best of Borrower's knowledge, all persons acting on behalf
of the Account Debtor thereon have the authority to bind the Account Debtor; (j)
the  goods  sold or transferred giving rise thereto are not subject to any Lien,
claim,  encumbrance  or security interest which is superior to that of DFS other
than  a  Permitted  Lien;  (k)  such Account is subject to DFS' perfected, first
priority  security  interest  and no other Lien other than a Permitted Lien; and
(l) there are no proceedings or actions known to Borrower or which to Borrower's
knowledge  are  threatened  or  pending against the Account Debtor thereon which
might  have  a  Material  Adverse  Effect  on  such  Account  Debtor's financial
condition.

          8.20  Environmental,  Health  and Safety Matters.  Except as disclosed
                ------------------------------------------
on  Exhibit 8.20, to the best of Borrower's knowledge, after reasonable inquiry:
    ------------
(a)  the  operations  of  Borrower  and each of the Subsidiaries complies in all
respects  with  (i)  all  applicable Environmental Laws, and (ii) all applicable
OSHA  Laws; (b) none of the operations of Borrower or any Subsidiary are subject
to  any  judicial  or  administrative  proceeding  alleging the Violation of any
Environmental  Law  or  OSHA  Law; (c) none of the operations of Borrower or any
Subsidiary  is  the subject of federal or state investigation evaluating whether
any  remedial action is needed to respond to (i) a spillage, disposal or release
into  the  environment  of  any  Hazardous Material or other hazardous, toxic or
dangerous  waste,  substance  or  constituent,  or  other substance, or (ii) any
unsafe  or  unhealthful condition at any premises of Borrower or any Subsidiary;
(d)  neither  Borrower  nor  any  Subsidiary  has  filed  any  notice  under any
Environmental  Law  or  OSHA Law indicating or reporting (i) any past or present
spillage,  disposal or release into the environment of, or treatment, storage or
disposal  of,  any  Hazardous  Material  or  other hazardous, toxic or dangerous
waste,  substance  or  constituent,  or  other  substance  or (ii) any unsafe or
unhealthful  condition  at  any  premises of Borrower or any Subsidiary; and (e)
neither  Borrower  nor  any  Subsidiary  has  any  known contingent liability in
connection  with  (i) any spillage, disposal or release into the environment of,
or  otherwise  with respect to, any Hazardous Material or other hazardous, toxic
or  dangerous  waste,  substance  or constituent, or other substance or (ii) any
unsafe  or  unhealthful condition at any premises of Borrower or any Subsidiary.

          8.21  Patents,  Copyrights, Trademarks, Etc.  The Borrower and each of
                -------------------------------------
the  Subsidiaries  possesses  or  has  the  right  to  use  all  of the patents,
trademarks,  trade  names,  service  marks  and  copyrights,  and  applications
therefor,  and  all technology, know-how, processes, methods and designs used in
or  necessary  for  the conduct of its business, without known conflict with the
rights  of  others,  except to the extent that the failure to so obtain or apply
could  be  expected  not  to have a Material Adverse Effect on the Borrower, any
Subsidiary  or  the  Collateral.  All  such licenses, patents, trademarks, trade
names,  service  marks and copyrights, and applications therefor existing on the
date  hereof  are  listed  on  Exhibit  8.21.
                               -------------

                                       24
<PAGE>
          8.22  Solvency.  The  Borrower  and  each  of the Subsidiaries now has
                --------
capital  sufficient to carry on its respective business and transactions and all
business  and transactions in which it is about to engage and is now solvent and
able  to  pay  its respective debts as they mature, and Borrower and each of the
Subsidiaries  now owns property having a value, greater than the amount required
to  pay  Borrower's  or  such  Subsidiary's  debts.

          8.23  Leases.  Exhibit  8.23(a)  attached hereto is a complete listing
                ------   ----------------
of  all  capitalized leases of Borrower and Exhibit 8.23(b) attached hereto is a
                                            ---------------
complete  listing  of  all  Operating  Leases  of  Borrower.

          8.24  Labor  Relations.  Except  as described on Exhibit 8.24 attached
                ----------------                           ------------
hereto and made a part hereof, neither Borrower nor any of its Subsidiaries is a
party  to  any  collective  bargaining  agreement,  and  there  are  no material
grievances,  disputes  or controversies with any union or any other organization
of  Borrower's  employees, or threats of strikes, work stoppages or any asserted
pending  demands  for  collective  bargaining  by  any  union  or  organization.

          8.25  Business Locations; Agent for Process.  During the preceding six
                -------------------------------------
(6)  year  period,  Borrower  has  had no office, place of business or agent for
service  of  process  located  in  any  state  or  county other than as shown on
Exhibit  8.17.
-------------

          8.26  Warranties  and  Representations-Inventory.  Borrower covenants,
                ------------------------------------------
warrants  and  represents  to  DFS that at all times: (a) Inventory will be kept
only  at the locations indicated on Exhibit 8.17; (b) no Inventory is or will be
                                    ------------
produced  in violation of the Federal Fair Labor Standards Act; (c) Borrower now
keeps  and  will  keep correct and accurate records itemizing and describing the
kind,  type, quality and quantity of Inventory, Borrower's cost therefor and the
selling  price  thereof,  the  daily  withdrawals  therefrom  and  the additions
thereto;  (d)  Inventory is not and will not be stored with a bailee, repairman,
warehouseman  or  similar party without DFS' prior written consent, and Borrower
will,  concurrently  with  delivery to such party, cause any such party to issue
and  deliver to DFS, in form acceptable to DFS, warehouse receipts, in DFS' name
evidencing the storage of such Inventory, and waivers of warehouseman's liens in
favor of DFS; (e) Borrower will pay all of its taxes, rents, business taxes, and
the  like  on the premises where the Inventory is located; and (f) Borrower will
not  rent, lease, lend, demonstrate, pledge, consign, transfer or secrete any of
the  Inventory or use any of the Inventory for any purpose other than exhibition
and  sale  to  buyers  in  the  ordinary  course of business, without DFS' prior
written  consent.

          8.27  Reaffirmation.  Each  request  for  a  Loan  made  by  Borrower
                -------------
pursuant  to  this Agreement or any of the other Loan Documents shall constitute
(a)  an automatic representation and warranty by Borrower to DFS that there does
not  then exist any Default or any Unmatured Default, and (b) a reaffirmation as
of  the  date  of  said  request of all of the representations and warranties of
Borrower contained in this Agreement and the other Loan Documents, except to the
extent  (i)  previously  fulfilled  in  accordance with the terms hereof or (ii)
previously  waived  in  writing  by  DFS  with respect to any particular factual
circumstance.

          8.28  Survival of Representations and Warranties.  Borrower covenants,
                ------------------------------------------
warrants  and  represents  to  DFS  that  all  representations and warranties of
Borrower contained in this Agreement or any of the other Loan Documents shall be
true  at  the  time of Borrower's execution of this Agreement and the other Loan
Documents,  and  shall survive the execution, delivery and acceptance thereof by
DFS  and  the  parties  thereto  and  the  closing of the transactions described
therein  or  related  thereto.

                                       25
<PAGE>
     9.     BORROWER'S  COVENANTS

          9.1  Affirmative  Covenants.  During  the  term  of this Agreement and
               ----------------------
thereafter  for  so long as any Obligations are outstanding and unpaid, Borrower
covenants that unless otherwise consented to by DFS in writing, it shall perform
all  the  acts  and  promises  required  by  this Agreement and all the acts and
promises  set  forth  below.

               9.1.1     Payment and Performance.  Borrower will pay and perform
                         -----------------------
all  Obligations  in  full  when  and  as  due  hereunder.

               9.1.2     Insurance.
                         ---------

                    (a) Type of Insurance.  Borrower will at all times cause the
                        -----------------
                    Business  and the  Collateral  to be insured by  insurers of
                    reasonable  financial  soundness  and  having  an A. M. Best
                    rating of A or  better,  with such  policies,  against  such
                    risks and in such amounts as are  appropriate for reasonably
                    prudent businesses in Borrower's  industry and of Borrower's
                    size and financial strength.

                    (b) Requirements as to Insurance  Policies.  The policies of
                        --------------------------------------
                    insurance  which  Borrower is required to carry shall comply
                    with the requirements listed below:

                    (i)  Each  such  policy  shall  provide  that  it may not be
                    canceled  or allowed to lapse at the end of a policy  period
                    without at least 30 days' prior written notice to DFS;

                    (ii) Each liability and hazard  insurance  policy shall name
                    DFS as an additional insured; and

                    (iii) Each  property  insurance  policy  required  hereunder
                    shall  contain a standard  lender's  loss payable  clause in
                    favor of DFS.  Such  insurance  policies  shall also contain
                    lender's  loss  payable  endorsements  satisfactory  to  DFS
                    providing,  among  other  things,  that  any  loss  shall be
                    payable  in  accordance   with  the  terms  of  such  policy
                    notwithstanding  any act of Borrower  which might  otherwise
                    result in forfeiture of such insurance;

                    (c) Collection of Claims.  Borrower will promptly advise DFS
                        --------------------
                    of any insured  casualty in excess of $500,000  and Borrower
                    agrees that DFS may direct all insurance  proceeds therefrom
                    to be paid  directly  to DFS to the extent that such loss is
                    not adequately insured under an insurance policy which names
                    DFS  as  a  loss  payee,   and  hereby   appoints   DFS  its
                    attorney-in-fact for such purpose.

                    (d) Blanket Policies.  Any insurance  required hereunder may
                        ----------------
                    be  supplied  by means of a blanket  or  umbrella  insurance
                    policy.

                    (e)  Delivery  of  Policies or  Certificates  of  Insurance.
                         ------------------------------------------------------
                    Borrower  shall  deliver to DFS  certificates  of  insurance
                    issued by insurers to evidence that the insurance maintained
                    by Borrower complies with the requirements hereunder.

               9.1.3  Collection  of  Receivables;  Sale of Inventory.  Borrower
                      -----------------------------------------------
will  collect its Accounts and sell its Inventory only in the ordinary course of
business,  unless  written  permission  to  the  contrary  is obtained from DFS.

                                       26
<PAGE>
               9.1.4  Notice  of Litigation and Proceedings.  Borrower will give
                      -------------------------------------
prompt  notice  to DFS of: (a) any litigation or proceeding (including fines and
penalties  of any public authority) in which it, or any of the Subsidiaries is a
party  in  which  there is a reasonable probability of an adverse decision which
would  require  it  or  any  of the Subsidiaries to pay money or deliver assets,
whether  or  not  the  claim is considered to be covered by insurance that might
have  a  Material  Adverse  Effect  upon  Borrower's  or any of its Subsidiary's
operations,  financial  condition,  property  or  business; (b) any class action
litigation  against  it, regardless of size, that might have a  Material Adverse
Effect  upon  Borrower's  or  any  of  its  Subsidiary's  operations,  financial
condition,  property  or  business; and (c) the institution of any other suit or
proceeding  that  might  have  a  Material Adversely Effect on its or any of its
Subsidiary's  operations,  financial  condition,  property  or  the  Business.

               9.1.5  Payment  of Indebtedness to Third Persons.  Borrower will,
                      -----------------------------------------
and will cause each Subsidiary to, pay, when due, all Indebtedness and any other
liability  due  third persons, except when the amount thereof is being contested
in  good  faith  by  appropriate proceedings and with adequate reserves therefor
satisfactory  to DFS in accordance with GAAP being set aside by Borrower or such
Subsidiary.  DFS  will use reasonable efforts to attempt to give Borrower notice
before  DFS  requires  Borrower  to  set  aside  additional  reserves.

               9.1.6  Notice  of  Change  of  Business  Location.  Borrower will
                      ------------------------------------------
notify  DFS  30 days in advance of:  (a) any change in or discontinuation of any
warehouse  location  of  Borrower  or  any  Subsidiary,  any other location of a
material  amount  of  the Collateral, Borrower's principal place of business, or
any  of  the  Subsidiaries'  existing  offices  or  places  of business, (b) the
establishment  of  any  new places of business relating to the Business, and (c)
any change in or addition to the locations where Borrower's Inventory or records
are  kept.

               9.1.7  Payment  of  Taxes.  Borrower  will,  and  will cause each
                      ------------------
Subsidiary  to, pay or cause to be paid, when and as due, all taxes, assessments
and  charges  or  levies imposed upon it or on any of its property or that it is
required to withhold and pay over to the taxing authority or that it must pay on
its  income, the failure of which to pay would have a Material Adverse Effect on
Borrower  individually,  or  on  Borrower and the Subsidiaries on a consolidated
basis,  except  where  contested  in  good faith by appropriate proceedings with
adequate  reserves therefor satisfactory to DFS, in accordance with GAAP, having
been  set aside by Borrower or such Subsidiary.  DFS will use reasonable efforts
to  attempt  to  give  Borrower  notice before DFS requires additional reserves.
However,  Borrower  will  and  will cause each Subsidiary to, pay or cause to be
paid  all  such  taxes,  assessments,  charges  or  levies  immediately whenever
foreclosure  of  any  Lien  that  attaches  on  the Collateral appears imminent.

               9.1.8  Further  Assurances.  Borrower  agrees  to, and will cause
                      -------------------
each Subsidiary to, execute such other and further documents, including, without
limitation,  deeds  of  trust,  promissory notes, security agreements, financing
statements,  continuation statements, certificates of title, and the like as may
from  time  to  time  in  the reasonable opinion of DFS be necessary to perfect,
confirm,  establish, re-establish, continue, or complete the security interests,
collateral  assignments  and  Liens  in  the  Collateral,  and  the purposes and
intentions  of  this  Agreement.

               9.1.9  Maintenance  of  Status.  Borrower will take all necessary
                      -----------------------
steps  to  (a)  preserve its, and each Subsidiary's, existence as a corporation,
(b)  preserve  Borrower's  and the Subsidiaries' franchises and permits, and (c)
comply with all present and future material agreements to which Borrower, or any
of  the Subsidiaries, is subject, and (d) maintain, and cause each Subsidiary to

                                       27
<PAGE>
maintain,  its  qualification  and  good  standing  in  all states in which such
qualification is necessary or in which the failure to be so qualified might have
a  Material  Adverse Effect on the financial condition or properties of Borrower
or the Business.  Borrower will not change the nature of the Business during the
term  of  this  Agreement.

               9.1.10  Financial  Statements;  Reporting  Requirements;
                       ------------------------------------------------
Certification  as  to  Events  of  Defaults.  During the term of this Agreement,
-------------------------------------------
Borrower  will  furnish  one  copy  of  the  following to DFS, upon DFS' request
therefore:

               (a)  within 120 days after the end of each  fiscal  year,  annual
               financial  statements for Pomeroy and its  Subsidiaries as of the
               end  of  such  fiscal  year,  consisting  of a  consolidated  and
               consolidating  balance  sheet,   consolidated  and  consolidating
               statement   of   operations,   consolidated   and   consolidating
               statements  of cash  flows  and  consolidated  and  consolidating
               statement of stockholder's  equity, in comparative form, together
               with a  narrative  description  of the  financial  condition  and
               results of operations and the liquidity and capital  resources of
               Borrower and setting forth in comparative form the  corresponding
               figures for the corresponding period of the prior fiscal year and
               the   corresponding   figures  from  the  most  recent  financial
               projections   of  Borrower,   discussing   the  reasons  for  any
               significant variations.  The statements and balance sheet will be
               audited by an independent  firm of certified  public  accountants
               selected by  Borrower,  and  certified  by that firm of certified
               public accountants to have been prepared in accordance with GAAP.
               The  certified  public  accountants  will  render an  unqualified
               opinion as to such statements and balance  sheets.  DFS will have
               the absolute and irrevocable right, from time to time, to discuss
               the affairs of Borrower  directly with the independent  certified
               public   accountant  after  prior  notice  to  Borrower  and  the
               reasonable  opportunity  of  Borrower  to be  present at any such
               discussions;

               (b) by the  45th  day  of  each  quarter,  a  certificate  of the
               President,  or Chief  Financial  Officer,  in the form of Exhibit
                                                                         -------
               9.1.10(b)  attached  hereto,  of Pomeroy stating that such Person
               ---------
               has  reviewed the  provisions  of the Loan  Documents  and that a
               review of the activities of Borrower during such quarter has been
               made  by or  under  such  Person's  supervision  with a  view  to
               determining  whether  Borrower has observed and  performed all of
               Borrower's obligations under the Loan Documents, and that, to the
               best of such Person's knowledge, information and belief, Borrower
               has observed and performed each and every  undertaking  contained
               in the Loan  Documents  and is not at the time in  default in the
               observance  or  performance  of any of the terms  and  conditions
               thereof or, if Borrower will be so in default,  specifying all of
               such defaults and events of which such Person may have knowledge;

               (c) within 60 days after the end of each fiscal  year,  an annual
               budget and income  statement with cash flow  projections  for the
               current fiscal year;

               (d) promptly  upon receipt  thereof,  copies of all final reports
               and final management  letters submitted to Borrower or any of the
               Borrower's  Subsidiaries by independent accountants in connection
               with any annual or interim audit of the books of Borrower or such
               Subsidiaries made by such accountants;

               (e)   copies  of  any  and  all   reports,   filings   and  other
               documentation delivered to the Securities and Exchange Commission
               by or on behalf of Borrower  promptly after the delivery thereof,
               if applicable; and 

                                       28
<PAGE>
               (f) any other  statements,  reports and other  information as DFS
               may  reasonably  request  concerning  the financial  condition or
               operations of Borrower and its properties.

               9.1.11  Notice  of Existence of Default.  Borrower will, and will
                       -------------------------------
cause  its  Subsidiaries  to,  promptly notify DFS of:  (a) the existence of any
known  condition  or  event, which constitutes a Default or an Unmatured Default
and  (b)  the  actual  or  threatened  termination,  suspension,  lapse  or
relinquishment  of  any  material  license, authorization, permit or other right
granted  Borrower or for Borrower's benefit and used in the Business, or granted
to  any  of  its  Subsidiaries  or  for  any  such Subsidiaries' benefit, by any
governmental  agency  material  to  the  Business.

               9.1.12  Compliance  with Laws.  Borrower will, and will cause its
                       ---------------------
Subsidiaries  to,  comply  in  all  material  respects with all applicable laws,
rules,  regulations  and  orders  the  failure to comply with which would have a
Material  Adverse  Effect  on  Borrower  individually,  or  Borrower  and  its
Subsidiaries  on  a  consolidated  basis.

               9.1.13  Maintenance  of  Collateral.  Borrower  will maintain all
                       ---------------------------
material  Collateral  and  every  part  thereof  in  good  condition and repair.
Borrower  will not permit the value of the Collateral to be materially impaired.
Borrower  will defend the Collateral against all claims and legal proceedings by
persons  other  than  DFS.  Borrower  will  not transfer the Collateral from the
premises  where now located (other than Inventory sold in the ordinary course of
business  and  other Collateral transferred in the ordinary course of business),
or  permit the Collateral to become a fixture or accession (unless so affixed on
the  Effective Date) to any goods which are not items of Collateral, without the
prior  written  approval  of DFS.  Borrower will not permit the Collateral to be
used  in  violation  of  any  applicable  law,  regulations,  or  any  policy of
insurance.  As  to  Collateral  consisting  of  instruments  and  chattel paper,
Borrower  will  preserve  rights  in  it  against  prior  parties.

               9.1.14  Collateral  Records  and  Statements.  Borrower will keep
                       ------------------------------------
such  accurate  and  complete  books and records pertaining to the Collateral in
such  detail and form as DFS reasonably requires, including, but not limited to:
schedules  of  Inventory; original orders; invoices; shipping documents; billing
settlements  and  receivables;  sold  receivables;  Inventory listing containing
model,  serial  number  (if  available)  and  location.  Other reporting will be
available  upon  request  by  DFS,  including,  but  not be limited to, accounts
payable  agings in such form as DFS reasonably requires.  The statements will be
in  the  form  and  will  contain  the  information  as  is  prescribed  by DFS.

               9.1.15  Inspection  of  Collateral.   DFS  and  any  third  party
                       --------------------------
appraiser  selected by DFS may examine the Collateral at any time, and from time
to  time  during  normal  business  hours.  DFS  and  any  third party appraiser
selected  by DFS will have full access to, and the right to: (a) review, inspect
and  make  abstracts  and copies from Borrower's books and records pertaining to
the  Collateral,  and  (b)  inspect and examine Inventory and check and test the
same as to quality, quantity, value and condition, wherever located, at any time
during  reasonable  business hours, and from time to time.  Borrower will assist
DFS  and  any  third  party  appraiser  selected  by  DFS  in  so  doing.

               9.1.16  Landlord's Agreements.  Borrower will provide or cause to
                       ---------------------
be  provided,  on  the Effective Date, landlord waivers and agreements in a form
acceptable  to  DFS with respect to leased real property and with respect to any
future  leases,  prior  to  entering  into  them.

                                       29
<PAGE>
          9.2  Negative  Covenants.  During  the  term  of  this  Agreement  and
               -------------------
thereafter,  for so long as any Obligations are outstanding and unpaid, Borrower
covenants  that  unless otherwise consented to in writing by DFS, Borrower shall
not  perform  or  cause  or  permit  to  be  performed  the  following  acts:

               9.2.1  Change  of  Name, Etc.  Borrower and the Subsidiaries will
                      ---------------------
not  change their name, or begin to trade under any assumed names or trade names
without  thirty  (30)  days prior written notice to DFS.  Borrower will not, and
will not permit any Subsidiary to, change its manner of organization, enter into
any  mergers,  consolidations, reorganizations or recapitalizations without DFS'
prior  written  consent  which shall not be unreasonably withheld, other than as
contemplated  herein.

               9.2.2  Sale or Transfer of Assets.  Except in the ordinary course
                      --------------------------
of  business,  except  for  other  asset  sales  not  exceeding  $100,000 in the
aggregate  during  any fiscal year, or except as consented to in writing by DFS,
Borrower  and  the  Subsidiaries  will  not  sell,  transfer,  lease  (including
sale-leaseback)  or  otherwise  dispose  of all or any substantial part of their
assets.  This  provision will not apply to any sale if the proceeds of such sale
pay  the  Obligations  in  full.

               9.2.3  Encumbrance  of  Assets.  Borrower  will not, and will not
                      -----------------------
permit  a  Subsidiary  to, mortgage, pledge, grant or permit to exist a security
interest  in or Lien upon any of the Collateral, now owned or hereafter acquired
except  for  the  Permitted  Liens.

               9.2.4  Acquisition  of  Stock  or  Assets;  New  Subsidiaries.
                      ------------------------------------------------------
Borrower  and the Subsidiaries will not, without at least thirty (30) days prior
written  notice to DFS, acquire, or enter into any agreement, to acquire, all or
substantially  all the assets of, equity interest or stock in, another business,
nor  will  the Borrower hereafter create any new Subsidiaries.  Borrower and the
Subsidiaries  shall  give  DFS  prompt  written  notice  of  entering  into  any
commitment letter or letter of intent to acquire all or substantially all of the
assets  of,  equity  interest  or  stock  in  another  business.

               9.2.5  False  Certificates  or  Documents.  Borrower  has not and
                      ----------------------------------
will  not,  and  will  not  permit  any  Subsidiary  to,  furnish  DFS  with any
certificate  or  other  document  that contains any untrue statement of material
fact  or that omits to state a material fact necessary to make it not misleading
in  light  of  the  circumstances  under  which  it  was  furnished.

               9.2.6  Assignment.  Borrower will not assign or attempt to assign
                      ----------
the  Loan  Documents or any of its interests under the Loan Documents, except in
favor  of  DFS.

               9.2.7  Transactions  with  Affiliates.  Borrower  will  not enter
                      ------------------------------
into  any  contracts,  leases, sales or other transactions with any Affiliate on
terms  less  favorable  than  could  be  obtained  generally  by Borrower from a
non-Affiliate.

               9.2.8  Dividends.  Borrower will not declare or pay any dividends
                      ---------
(other than a stock dividend) upon its capital stock in any given fiscal year in
amount  in  excess  of  fifty  percent  (50%) of Borrower's net profits for such
fiscal  year,  without  DFS'  prior  written  consent.

               9.2.9  Loans by Borrower.  Borrower will not, and will not permit
                      -----------------
any  Subsidiary to, make any loan to any Person which exceed in the aggregate at
any  time  One Million Dollars ($1,000,000), except for loans in anticipation of
reasonable and normally reimbursable business expenses and trade credit extended
in  the  ordinary  course  of  Business.

                                       30
<PAGE>
               9.2.10  Fiscal  Year.  Borrower  will  not  change  its  fiscal
                       ------------
year-end  without  sixty  (60)  days  prior  written  notice  to  DFS.

               9.2.11  Total  Indebtedness.  Borrower  shall  not create, incur,
                       -------------------
assume,  or suffer to exist, or permit any Subsidiary to create, incur or suffer
to  exist,  any  Indebtedness,  except:

               (a)  the  Obligations;
               (b)  Subordinated  Debt;
               (c)  Indebtedness  of  any  Subsidiary  to  Borrower;
               (d) Accounts  payable to trade  creditors  and current  operating
               expenses (other than for money borrowed) incurred in the ordinary
               course of business  which are aged not more than thirty (30) days
               past  due,  unless  actively  contested  in  good  faith  and  by
               appropriate  and  lawful   proceedings  and  for  which  adequate
               reserves have been established in accordance with GAAP;
               (e) Permitted Purchase Money Indebtedness;
               (f)  Capitalized   Lease   Obligations  not  to  exceed  $250,000
               outstanding at any time;
               (g) non-recourse  Indebtedness of TIFS to The Fifth Third Bank of
               Northern  Kentucky,  Inc. in connection  with its lease financing
               program with such bank;
               (h)  recourse  Indebtedness  of TIFS to The Fifth  Third  Bank of
               Northern  Kentucky,  Inc. in connection  with its lease financing
               program  with such bank which  does not  exceed at any time,  the
               aggregate sum of $20,000,000;
               (i)  Obligations  under  Operating  Leases  permitted  by Section
                                                                         -------
               9.2.16 and
               ------
               (j) unsecured  Indebtedness not included in items (a) through (i)
               above  which does not exceed at any time,  the  aggregate  sum of
               $25,000,000.

               9.2.12  Adverse  Transactions.  Borrower  will not enter into any
                       ---------------------
transaction,  or  permit  any  Subsidiary  to  enter into any transaction, which
materially  and  adversely  affects  or  may materially and adversely affect the
Collateral  or Borrower's ability to repay the Obligations or permit or agree to
any  material  extension,  compromise  or  settlement  or  make  any  change  or
modification of any kind or nature with respect to any Account, including any of
the  terms relating thereto, other than discounts and allowances in the ordinary
course  of  business,  all  of  which  shall  be reflected in the Borrowing Base
Certificate  submitted  to  DFS  pursuant  to  Section  3.3  of  this Agreement.
                                               ------------

               9.2.13  Guaranties.  Borrower will not guarantee, assume, endorse
                       ----------
or otherwise, in any way, become directly or contingently liable with respect to
the  Indebtedness  of  any  Person,  (i) except by endorsement of instruments or
items  of  payment  for  deposit  or  collection,  (ii)  except  for  customary
Indebtedness  in  the form of guarantees given in connection with asset sales in
the  ordinary  course of business, to the extent the maximum exposure under such
guarantees at no time exceeds in the aggregate $10,000,000; and (iii) except for
that  certain  Payment Guaranty dated as of October 31, 1997 given by Pomeroy to
The  Fifth  Third  Bank  of  Northern Kentucky, Inc. of up to $20,000,000 of the
obligations of TIFS to The Fifth Third Bank of Northern Kentucky, Inc., provided
that  such  guaranty  may not be modified or otherwise amended without the prior
written  consent  of  DFS.

               9.2.14  Margin  Securities.  Borrower  will  not own, purchase or
                       ------------------
acquire,  or  permit  any  Subsidiary to own, purchase or acquire, (or enter, or
permit  any  Subsidiary  to enter, into any contract to purchase or acquire) any
"margin  security"  as defined by any regulation of the Federal Reserve Board as
now  in  effect  or  as the same may hereafter be in effect unless, prior to any
such  purchase or acquisition or entering into any such contract, DFS shall have

                                       31
<PAGE>
received  an  opinion  of  counsel  satisfactory  to DFS to the effect that such
purchase  or  acquisition will not cause this Agreement to violate Regulations G
or  U  or  any  other  regulation  of  the Federal Reserve Board then in effect.

               9.2.15  Tax  Consolidation.  Borrower will not file or consent to
                       ------------------
the  filing  of  any consolidated income tax return with any Person other than a
Subsidiary.

               9.2.16  Operating  Leases.  The Borrower shall not, and shall not
                       ------------------
permit any Subsidiary of the Borrower to, enter into any Operating Leases except
for  Operating  Leases  entered  into  in the ordinary course of business in the
manner  and to the extent consistent with past practice; provided, however, that
the  total  rent  per  annum  for  all  Operating Leases of the Borrower and its
Subsidiaries  shall not exceed $3,000,000 in the aggregate, for any fiscal year.

     9.3     FINANCIAL  COVENANTS.

               9.3.1  Amounts.  Borrower  agrees  that  it  will  at  all  times
                      -------
maintain  the  following:

          (a) a Tangible Net Worth plus Subordinated Debt in the combined amount
          of not less than Fifty Million Dollars ($50,000,000);

          (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth plus
          Subordinated Debt of not more than Four to One (4.0:1.0); and

          (c) a ratio of Current  Tangible Assets to current  liabilities of not
          less than One and Twenty One-Hundredths to One (1.20:1.0).

          For purposes of this  paragraph:  (i)  "Tangible  Net Worth" means the
                                                  -------------------
          book  value  of  Borrower's  assets  less  liabilities  (including  as
          liabilities  all  reserves  for   contingencies  and  other  potential
          liabilities),   excluding  from  such  assets  all  Intangibles;  (ii)
          "Intangibles"  means and includes general intangibles (as that term is
           -----------
          defined in the  Uniform  Commercial  Code);  accounts  receivable  and
          advances  due from  officers,  directors,  member,  owner,  employees,
          stockholders   and   affiliates;   leasehold   improvements   net   of
          depreciation;  licenses; good will; prepaid expenses; escrow deposits;
          covenants  not to  compete;  the  excess of cost  over  book  value of
          acquired  assets;   franchise  fees;   organizational  costs;  finance
          reserves  held for  recourse  obligations;  capitalized  research  and
          development  costs;  and such other similar items as DFS may from time
          to time determine in DFS' sole  discretion;  (iii) "Debt" means all of
                                                              ----
          Borrower's liabilities and indebtedness for borrowed money of any kind
          and  nature  whatsoever,  whether  direct  or  indirect,  absolute  or
          contingent,   and  including  obligations  under  capitalized  leases,
          guaranties  or with respect to which  Borrower  has pledged  assets to
          secure performance,  whether or not direct recourse liability has been
          assumed by Borrower;  (iv) "Subordinated Debt" means all of Borrower's
                                      -----------------
          Debt which is subordinated to the payment of Borrower's liabilities to
          DFS by an agreement in form and substance satisfactory to DFS; and (v)
          "Current Tangible Assets" means Borrower's current assets less, to the
           -----------------------
          extent otherwise  included  therein,  all  Intangibles.  The foregoing
          terms will be determined in accordance  with GAAP, and, if applicable,
          on a consolidated basis ("Financial Covenants").

               9.3.2  Covenant  Compliance  Certificate.  The President or Chief
                      ---------------------------------
Financial  Officer  of  Borrower  will  certify  to  DFS by the 45th day of each
quarter,  or more often if requested by DFS, that Borrower is in compliance with
the  Financial  Covenants  as  set forth in a form acceptable to DFS in its sole
discretion.

                                       32
<PAGE>
     10.     DEFAULT/REMEDIES

          Borrower  will  be in default under this Agreement (each, a "Default")
                                                                       -------
if:
          (a)  Borrower  breaches  any  terms,  covenants,  warranties  or
representations  contained  herein,  or  in  any  other  Loan  Document;
          (b)  any Corporate Guarantor breaches any terms, covenants, warranties
or  representations  contained  in  any guaranty or other agreement between such
Corporate  Guarantor  and  DFS,  revokes or attempts to revoke any such guaranty
agreement,  or  repudiates  such  Corporate  Guarantor's  liability  thereunder;
          (c)  any  representation,  statement,  report  or  certificate made or
delivered  by  Borrower  or  any Corporate Guarantor to DFS is not accurate when
made  and  such  breach  is  not cured to DFS' satisfaction within five (5) days
after  the  sooner  to occur of Borrower's receipt of notice of such breach from
DFS  or  the date on which such breach becomes known to any officer of Borrower;
          (d)  Borrower fails to pay any portion of Borrower's debts to DFS when
due and payable hereunder or under any other agreement between DFS and Borrower;
(e)  Borrower  abandons  any  material  amount  of  the  Collateral;
          (f)  Borrower  or  any Corporate Guarantor is or becomes in default of
any  obligation  owed  to any third party which exceed at any time the aggregate
amount  of  $1,000,000;
          (g)  money  judgment(s)  are  issued against Borrower or any Corporate
Guarantor  which  are  not dismissed, satisfied or discharged within 30 days and
which  exceed  at  any  time  the  aggregate  amount  of  $1,000,000;
          (h)  an  attachment, sale or seizure issues or is executed against any
assets of Borrower or against any assets of any Corporate Guarantor which is not
satisfied  or  released  within  ten  (10)  days;
          (i)  [RESERVED];
          (j)  Borrower  or  any  Corporate  Guarantor  ceases  existence  as  a
corporation  unless  such  Corporate  Guarantor  ceases  existence pursuant to a
merger  with  and  into  Borrower;
          (k)  (i)  Borrower  ceases or suspends business, or (ii) any Corporate
Guarantor  ceases  or  suspends  business  outside  the  ordinary  course of its
business; provided, however, that the cessation or suspension of the business of
any  Corporate  Guarantor  for  any reason whatsoever shall be a Default if such
event  occurs  without  prior  notice  thereof  to  DFS;
          (l) Borrower or any Corporate Guarantor makes a general assignment for
the  benefit  of  creditors;
          (m)  Borrower  or  any  Corporate  Guarantor  becomes  insolvent  or
voluntarily or involuntarily becomes subject to the Federal Bankruptcy Code, any
state  insolvency  law  or  any  similar  law;
          (n)  any  receiver is appointed for any of Borrower's or any Corporate
Guarantor's  assets;
          (o)  any  guaranty  of  Borrower's  debts  to  DFS  is  terminated  or
notification  of  Corporate  Guarantor's intent to so terminate is given to DFS;
          (p) Borrower loses any franchise, permission, license or right to sell
or  deal  in  any  Collateral  which  would  have a Material Adverse Effect upon
Borrower;
          (q)  Borrower  or  any Corporate Guarantor misrepresents Borrower's or
such  Corporate  Guarantor's  financial  condition  or organizational structure;
          (r)  any  of  the  Collateral  becomes  subject  to  any  Lien, claim,
encumbrance  or security interest other than a Permitted Lien and other than any
other  Liens,  not  to  exceed  $100,000  in  the  aggregate  at  any  time;
          (s)  Borrower shall be enjoined, restrained or in any way prevented by
court,  governmental or administrative order from conducting all or any material
part  of  its  Business;  or  any  material lease or agreement pursuant to which
Borrower  leases,  uses or occupies any property shall be canceled or terminated
prior  to  the  expiration  of  its  stated  term,  or  any material part of the
Collateral  shall  be  taken  through condemnation or the value thereof shall be
impaired  through  condemnation;

                                       33
<PAGE>
          (t)  David Pomeroy shall cease to own and control (except by reason of
death),  beneficially  and of record, at least 15% of the issued and outstanding
capital  stock  of  Borrower;
          (u)  there shall occur a change which has a Material Adverse Effect on
the  financial  or  other  condition  or  business  prospects of Borrower or any
Corporate  Guarantor;
          (v)  any  vendor,  distributor  or  manufacturer  from  whom  Borrower
purchases  Inventory  terminates  or materially alters its obligations under any
repurchase  or  related  agreement  with  DFS;
          (w)  there  exists  any  default  under  the  terms of a Participation
Agreement, including but not limited to, Participant's failure to fund its share
of  any  Working  Capital  Loan  or  Acquisition  Loan  or  to  provide at least
$30,000,000  of  participations  in  the  Working  Capital Loans and Acquisition
Loans;
          (x)  the  Participation  Agreement  is  terminated  for any reason; or
          (y)  DFS  determines in good faith that it is insecure with respect to
any  of  the  Collateral  or  the payment of any part of Borrower's Obligations.

     In  the  event  of  a  Default:

     (i)  DFS  may at any  time at DFS'  election,  with  notice  or  demand  to
          Borrower,  do any one or more of the  following:  cease making further
          Loans and declare all or any of the  Obligations  immediately  due and
          payable,  together  with all costs  and  expenses  of DFS'  collection
          activity,  including,  without limitation,  all reasonable  attorneys'
          fees;  exercise any or all rights  under  applicable  law  (including,
          without limitation,  the right to possess, transfer and dispose of the
          Collateral); and/or cease extending any additional credit to Borrower.

     (ii) Borrower will  segregate and keep the Collateral in trust for DFS, and
          in good order and repair,  and will not sell,  rent,  lease,  consign,
          otherwise  dispose of or use any Collateral,  nor further encumber any
          Collateral.

     (iii)Upon DFS' oral or written demand,  Borrower will  immediately  deliver
          the Collateral to DFS, in good order and repair,  at a place specified
          by DFS, together with all related documents;  or DFS may, in DFS' sole
          discretion  and without  notice or demand to Borrower,  take immediate
          possession of the Collateral together with all related documents.

     (iv) DFS may, without notice, apply the Default Interest Rate.

     (v)  DFS may, without notice to Borrower and at any time or times,  enforce
          payment and collect,  by legal  proceedings or otherwise,  Accounts in
          the name of Borrower or DFS;  and take control of any cash or non-cash
          items  of  payment  or  proceeds  of  Accounts  and of  any  rejected,
          returned,   repossessed  or  stopped  in  transit  goods  relating  to
          Accounts.  DFS may at its sole election and without demand enter, with
          or without process of law, any premises where Collateral might be and,
          without  charge or  liability  to DFS  therefor  do one or more of the
          following:  (i) take  possession of the Collateral and use or store it
          in said premises or remove it to such other place or places as DFS may
          deem convenient;  (ii) take possession of all or part of such premises
          and the  Collateral  and place a custodian  in the  exclusive  control
          thereof until  completion of enforcement of DFS' security  interest in
          the  Collateral  or until DFS' removal of the  Collateral  and,  (iii)
          remain on such  premises and use the same,  together  with  Borrower's
          materials, supplies, books and records, for the purpose of liquidating
          or  collecting  such  Collateral  and  conducting  and  preparing  for
          disposition of such Collateral.

     (vi) Upon the occurrence of a Default under Sections 10.1 (l), (m), or (n),
                                                 ------------------------------
          all Obligations shall automatically be accelerated and due and payable
          and the Default Interest Rate shall automatically apply as of the date
          of the first  occurrence  of such  Default,  without any prior notice,
          demand or action of any type on the part of DFS. 

                                        34
<PAGE>
          All of DFS'  rights  and  remedies  are  cumulative.  DFS'  failure to
          exercise any of DFS' rights or remedies  hereunder  will not waive any
          of DFS' rights or remedies as to any past, current or future Default.

     11.     SALE  OF  COLLATERAL

          Borrower  agrees that if DFS conducts a private sale of any Collateral
by  requesting  bids  from  10  or  more dealers or distributors in that type of
Collateral,  any sale by DFS of such Collateral in bulk or in parcels within 120
days of:  (a) DFS' taking possession and control of such Collateral; or (b) when
DFS  is  otherwise authorized to sell such Collateral; whichever occurs last, to
the  bidder  submitting  the  highest  cash  bid  therefor,  is  a  commercially
reasonable  sale of such Collateral under the Uniform Commercial Code.  Borrower
agrees  that  the  purchase  of  any  Collateral by a vendor, as provided in any
agreement  between  DFS  and  the  vendor,  if any, is a commercially reasonable
disposition  and  private  sale  of such Collateral under the Uniform Commercial
Code,  and no request for bids shall be required.  Borrower  further agrees that
7  or  more  days prior written notice will be commercially reasonable notice of
any  public  or  private  sale  (including  any  sale  to  a  vendor).  Borrower
irrevocably waives any requirement that DFS retain possession and not dispose of
any  Collateral  until  after  an  arbitration  hearing,  arbitration  award,
confirmation,  trial  or final judgment.  If DFS disposes of any such Collateral
other  than  as  herein  contemplated,  the  commercial  reasonableness  of such
disposition  will  be  determined  in  accordance  with  the  laws  of the state
governing  this  Agreement.

     12.     INDEMNIFICATIONS

          12.1  General  Indemnity.  In  addition to the payment of expenses and
                ------------------
attorneys'  fees,  if  applicable,  whether or not the transactions contemplated
hereby  shall be consummated, Borrower agrees to indemnify, pay and hold DFS and
the  officers, directors, employees, agents, and affiliates of DFS (collectively
called  the  "Indemnitees")  harmless  from  and  against,  any  and  all  other
              -----------
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  expenses  and  disbursements  of  any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of counsel
for any of such Indemnitees in connection with any investigative, administrative
or  judicial  proceeding  commenced  or  threatened,  whether or not any of such
Indemnitees  shall  be  designated  a  party  thereto),  that may be imposed on,
incurred  by,  or asserted against the Indemnitees, in any manner relating to or
arising  out  of  the Loan Documents, the statements contained in any commitment
letters  delivered by DFS, DFS' agreement to make the Loans or any other payment
hereunder,  or  the  use  or  intended  use  of the proceeds of any of the Loans
hereunder  (the  "Indemnified  Liabilities");  provided,  however, that Borrower
                  ------------------------     --------   -------
shall  have no obligation to an Indemnitee hereunder with respect to Indemnified
Liabilities  arising  from  the  gross  negligence  or  willful misconduct of an
Indemnitee.  To  the  extent  that  the  undertaking  to indemnify, pay and hold
harmless  set forth in the preceding sentence may be unenforceable because it is
violative  of  any  law  or public policy, Borrower shall contribute the maximum
portion  that  it  is  permitted to pay and satisfy under applicable law, to the
payment  and  satisfaction  of  all  Indemnified  Liabilities  incurred  by  the
Indemnitees  or  any  of  them.  The  provisions  of  the  undertakings  and
indemnification  set  out  in  this  Section 12.1 shall survive satisfaction and
                                     ------------
payment  of  the  Obligations  and  termination  of  this  Agreement.

          12.2  Environmental  and Safety and Health Indemnity.  Borrower hereby
                ----------------------------------------------
indemnifies the Indemnitees and agrees to hold the Indemnitees harmless from and
against  any and all losses, liabilities, damages, injuries, costs, expenses and
claims  of  any  and every kind whatsoever (including, without limitation, court
costs  and  attorneys' fees) which at any time or from time to time may be paid,

                                       35
<PAGE>
incurred  or  suffered  by, or asserted against, an Indemnitee for, with respect
to,  or  as  a  direct  or  indirect  result of the violation by Borrower or any
Subsidiary,  of  any  Environmental Law or OSHA Law; or with respect to, or as a
direct  or  indirect  result  of  (a)  the  presence on or under, or the escape,
seepage,  leakage,  spillage,  disposal,  discharge,  emission  or release from,
properties  utilized  by  Borrower  and/or  any Subsidiary in the conduct of its
business  into  or  upon  any  land, the atmosphere, or any watercourse, body of
water  or  wetland,  of  any  Hazardous  Material  or  other hazardous, toxic or
dangerous  waste,  substance  or  constituent,  or  other  substance (including,
without  limitation, any losses, liabilities, damages, injuries, costs, expenses
or claims asserted or arising under the Environmental Laws) or (b) the existence
of  any  unsafe  or  unhealthful  condition  on  or  at any premises utilized by
Borrower and/or any Subsidiary in the conduct of its business.  The provision of
and  undertakings and indemnification set out in this Section 12.2 shall survive
                                                      ------------
satisfaction  and  payment of the Obligations and termination of this Agreement.

     13.     OTHER  TERMS

          13.1  Amendment,  Changes and Modification.  The Loan Documents may be
                ------------------------------------
amended,  changed  or modified only as may be agreed upon in writing by Borrower
and  DFS  from  time  to  time.

          13.2  Binding  Effect.  The  Loan  Documents  will be binding upon the
                ---------------
parties,  their  successors  and assigns, provided, however, that Borrower shall
not  assign  or attempt to assign this Agreement, any other Loan Document or any
of  its interests under the Loan Documents, without the prior written consent of
DFS.

          13.3  Broker  Fee.  Neither  party  is obligated to pay any premium or
                -----------
other  charge, brokerage fee or commission in connection with the agreements set
forth herein.  Each party will indemnify the other and hold it harmless from any
such  claim  arising  out  of such party's acts or those of its representatives.

          13.4  Entire  Agreement.  The  Loan  Documents  embody  the  entire
                -----------------
agreement  of  the  parties  relating  to  the  Credit  Facility.  There  are no
promises,  terms,  conditions,  obligations  or  warranties  other  than  those
contained  in  the  Loan  Documents.  The  Loan  Documents  supersede  all prior
communications,  representations  or  agreements, verbal or written, between the
parties  relating  to  the  Credit  Facility.

          13.5  Headings.  The  headings  to  the sections of this Agreement are
                --------
included only for the convenience of the parties and will not have the effect of
defining,  diminishing  or  enlarging the rights of the parties or affecting the
construction  or  interpretation  of  any  portion  of  this  Agreement.

          13.6  Incorporation  by  Reference.  All  other  Loan  Documents  are
                ----------------------------
incorporated  herein  by this reference and are made a part of this Agreement as
if  fully  set  forth  herein.  This  Agreement,  prior  to  such incorporation,
controls  in  the  event  of  any  conflict  with  the  terms  of any other Loan
Documents.

          13.7  Interpretation.  For  the  purpose of construing this Agreement,
                --------------
unless  the  context otherwise requires, words in the singular will be deemed to
include  words  in  the  plural,  and  vice  versa.

          13.8  Notices.  Any  notice  under  the  Loan  Documents,  will  be in
                -------
writing.  Any  notice  to  be  given  or document to be delivered under the Loan
Documents  will be deemed to have been duly given upon delivery, if delivered in
person  or  by  any expedited delivery service which provides proof of delivery,
upon  tested telex or facsimile transmission, or on the fifth Business Day after
mailing,  if mailed by certified mail, return receipt requested, postage prepaid
mail,  addressed  to DFS or Borrower at the appropriate addresses.  DFS will use

                                       36
<PAGE>
reasonable  efforts  to  deliver any notice DFS is required to give to Borrower;
provided, however, that failure by DFS to actually give any such notice will not
be deemed to be a waiver of any rights or remedies of DFS and will not give rise
to  any  claims, defenses or damages by Borrower.  The addresses for notices are
those  set  forth below or such other addresses as may be hereafter specified by
written  notice  by  the  parties:

to  DFS:            Deutsche  Financial  Services  Corporation
                    1630  Des  Peres  Road,  Suite  240
                    St.  Louis,  MO  63131
                    Attention:  Regional  Vice  President
                    Facsimile  No.:  (314)  821-7751

with  a  copy  to:  Deutsche  Financial  Services  Corporation
                    655  Maryville  Centre  Drive
                    St.  Louis,  MO  63141-5832
                    Attention:  General  Counsel
                    Facsimile  No.:  (314)  523-3228

to  Pomeroy  or:    Pomeroy  Computer  Resources,  Inc.
   Global           1020  Petersburg  Road
                    Hebron,  KY  41048
                    Attention:  Stephen  E.  Pomeroy,  Chief  Financial  Officer
                    Facsimile  No.:  (606)  334-5399

with  a  copy  to:  Lindhorst  &  Dreidame  Co.,  L.P.A.
                    Suite  2300
                    312  Walnut  Street
                    Cincinnati,  OH  45201-4091
                    Attention:  James  H.  Smith,  III,  Esq.
                    Facsimile  No.:  (513)  421-0212

          13.9  No Third Party Beneficiary Rights and Reliance.  No Person not a
                ----------------------------------------------
party  to  this  Agreement  will  have any benefit under this Agreement nor have
third-party  beneficiary  rights  as  a result of any of the Loan Documents, nor
will  any  party  be  entitled to rely on any actions or inactions of DFS or its
agents,  all  of  which  are  done  for  the sole benefit and protection of DFS.

          13.10 Protection or Preservation of Collateral.  DFS will not have any
                ----------------------------------------
contractual  duty  to protect, insure, collect or realize upon the Collateral or
preserve  rights  in  it  against prior parties.  DFS will not be responsible or
liable for any shortage, discrepancy, damage, loss or destruction of any part of
the  Collateral  regardless  of the cause, excepting those arising directly from
DFS'  gross  negligence  or  willful  misconduct.

          13.11     Relationship  of  the  Parties.  Neither DFS on the one hand
                    ------------------------------
nor  Borrower  on  the  other  hand  will be deemed a partner, joint venturer or
related  entity  of  the  other  by  reason  of  the  Loan  Documents.

          13.12     Reversal  of  Payments.  To the extent that Borrower makes a
                    ----------------------
payment  or  payments  to DFS, which payment or payments or proceeds or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set  aside  or  required  to be repaid to a trustee, receiver or any other party
under  any bankruptcy law, state or federal law, common law, or equitable cause,
then  to  the  extent  of such payment or proceeds received, the Credit Facility
will  be  revived  and  continue in full force and effect, as if such payment or
proceeds  had  not  been  received  by  DFS.

                                       37
<PAGE>
          13.13     Severability.  If  any  provision  of this Agreement (either
                    ------------
generally, or as to a specific application to a set of facts) will be held to be
invalid,  illegal  or  unenforceable,  such  invalidity,  illegality  or
unenforceability  will  not affect any other provision of this Agreement (either
in  its entirety, or as to or the application of such provision to any other set
of  facts),  but this Agreement will be construed as if such invalid, illegal or
unenforceable  provision  never  had  been  included  in  this  Agreement.

          13.14     Maximum Interest.  Borrower acknowledges that DFS intends to
                    ----------------
strictly  conform  to  the  applicable  usury  laws  governing  this  Agreement.
Regardless  of  any provision contained herein or in any other document executed
or  delivered  in connection herewith or therewith, DFS shall never be deemed to
have  contracted  for,  charged  or  be entitled to receive, collect or apply as
interest  on  this  Agreement  (whether  termed  interest herein or deemed to be
interest by judicial determination or operation of law), any amount in excess of
the  maximum  amount  allowed  by  applicable  law,  and,  if DFS ever receives,
collects  or  applies  as  interest  any such excess, such amount which would be
excessive  interest  will  be  applied  first  to  the  reduction  of the unpaid
principal  balances of advances under this Agreement, and, second, any remaining
excess  will  be  paid  to Borrower.  In determining whether or not the interest
paid  or payable under any specific contingency exceeds the highest lawful rate,
Borrower  and  DFS  shall, to the maximum extent permitted under applicable law:
(a)  characterize  any  non-principal  payment  (other  than  payments which are
expressly designated as interest payments hereunder) as an expense or fee rather
than as interest; (b) exclude voluntary pre-payments and the effect thereof; and
(c)  spread  the  total  amount  of  interest throughout the entire term of this
Agreement  so  that  the  interest  rate  is  uniform  throughout  such  term.

          13.15     Waivers  by  DFS.  DFS  may at any time or from time to time
                    ----------------
waive  all  or  any  rights  under  any of the Loan Documents, but any waiver or
indulgence  at  any  time  or  from  time  to  time  will not constitute, unless
specifically  so  expressed  by  DFS  in  writing,  a  future  waiver  by DFS of
performance  by  Borrower.

          13.16     Survival.  The  grant  of security interest herein to secure
                    --------
all  Obligations,  and  all  provisions  relating to the Collateral will survive
termination of this Agreement and will remain in full force and effect until all
Obligations  have been paid in full and this Agreement has been terminated.  The
Agreement  to arbitrate all Disputes will survive termination of this Agreement.

          13.17     Participations;  Assignments.  DFS  may, without the consent
                    ----------------------------
of  Borrower,  grant  participations  in or assign, at any time and from time to
time  hereafter,  its interest in this Agreement or any Loan Document, or of any
portion  thereof.

          13.18     Counterparts.  This  Agreement may be executed in any number
                    ------------
of  counterparts,  all of which taken together shall constitute one and the same
instrument,  and  either  of  the  parties  hereto may execute this Agreement by
signing  any  such  counterpart.

          13.19     Information.  DFS  may provide to any third party any credit
                    -----------
information  on  Borrower  that  DFS  may  from  time  to  time  possess.

          13.20     Release.  Borrower  releases  DFS from all claims and causes
                    -------
of  action which Borrower may now or hereafter have for any loss or damage to it
claimed  to  be  caused  by or arising from:  (a) any failure of DFS to protect,
enforce  or  collect, in whole or in part, any Account; (b) DFS' notification to
any  Account  Debtors  thereon of DFS' security interest in any of the Accounts;
(c)  DFS' directing any Account Debtor to pay any sum owing to Borrower directly
to  DFS;  and  (d)  any  other  act  or  omission to act on the part of DFS, its
officers,  agents  or  employees,  except  for  willful  misconduct  or  gross
negligence.  DFS  will have no obligation to preserve rights to Accounts against
prior  parties.

                                       38
<PAGE>
          13.21     Miscellaneous.  Time  is of the essence regarding Borrower's
                    -------------
performance  of  its obligations to DFS notwithstanding any course of dealing or
custom  on  DFS'  part  to grant extensions of time.  Borrower's liability under
this  Agreement  is  direct  and  unconditional  and will not be affected by the
release  or  nonperfection of any security interest granted hereunder.  DFS will
have  the right to refrain from or postpone enforcement of this Agreement or any
other  Loan  Documents without prejudice and the failure to strictly enforce the
Loan  Documents  will  not  be  construed  as having created a course of dealing
between DFS and Borrower contrary to the specific terms of the Loan Documents or
as  having  modified,  released  or  waived the same.  The express terms of this
Agreement  and  the  other  Loan Documents will not be modified by any course of
dealing,  usage  of  trade,  or custom of trade which may deviate from the terms
hereof.  If Borrower fails to pay any taxes, fees or other obligations which may
impair DFS' interest in the Collateral, or fails to keep the Collateral insured,
DFS  may,  but shall not be required to, pay such taxes, fees or obligations and
pay  the  cost  to  insure the Collateral, and the amounts paid will be:  (a) an
additional  debt  owed  by  Borrower  to  DFS, which shall be subject to finance
charges  as  provided  herein;  and  (b)  due  and  payable immediately in full.
Borrower  agrees  to  pay  all  of  DFS' reasonable attorneys' fees and expenses
incurred  by  DFS  in  enforcing  DFS'  rights  hereunder.

          13.22     Waivers by Borrower.  Borrower irrevocably waives notice of:
                    -------------------
DFS'  acceptance  of  this  Agreement, presentment, demand, protest, nonpayment,
nonperformance,  and dishonor.  Borrower and DFS irrevocably waive all rights to
claim  any  punitive  and/or  exemplary  damages.  Borrower waives all rights of
offset  Borrower  may  have against DFS.  Borrower waives all notices of default
and  non-payment  at  maturity  of  any  or  all  of  the  Accounts.

          13.23     NO  ORAL AGREEMENTS.  ORAL AGREEMENTS OR COMMITMENTS TO LEND
MONEY,  EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
PROMISES  TO  EXTEND  OR  RENEW  SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT YOU,
(BORROWER(S))  AND  US  (CREDITOR)  FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS  WE  REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH
IS  THE  COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS
WE  MAY  LATER AGREE IN WRITING TO MODIFY IT.  THERE ARE NO UNWRITTEN AGREEMENTS
BETWEEN  THE  PARTIES.  DFS  may,  from  time  to  time,  announce in writing to
Borrower  its  policies  and  procedures  regarding  its  administration of this
facility  including,  without  limit,  DFS' fees and/or charges for transfers of
funds to or from Borrower, including Electronic Transfers; any subsequent use by
Borrower  of  this  facility  following  any  such announcement shall constitute
Borrower's  acceptance  of  such  revised  policies  and  procedures.

          13.24     Supplement.  If  Borrower  and  DFS have heretofore executed
                    ----------
other  agreements  in  connection  with  all or any part of the Collateral, this
Agreement shall supplement each and every other agreement previously executed by
and between Borrower and DFS, and in that event, this Agreement shall neither be
deemed  a  novation  nor a termination of such previously executed agreement nor
shall  execution  of  this  Agreement be deemed a satisfaction of any obligation
secured  by  such  previously executed agreement. Notwithstanding the foregoing,
this  Agreement  replaces in its entirety and renders null and void that certain
Agreement  for Wholesale Financing between Pomeroy and DFS dated as of March 27,
1992,  along  with  all amendments thereto.  DFS has no knowledge of any default
under  such  Agreement  by  Pomeroy.

          13.25     Use  of  Counsel  and  Receipt  of  Agreement.  Borrower
                    ---------------------------------------------
acknowledges  that  it  has received a true and complete copy of this Agreement.
Borrower  acknowledges  that  it  has  (a)  had representation of counsel during
negotiation  of  this  Agreement,  and  (b)  read and understood this Agreement.

          13.26     Facsimiles,  Etc.  Notwithstanding  anything  herein  to the
                    -----------------
contrary:  (a)  DFS may rely on any facsimile copy, electronic data transmission
or electronic data storage of any statement, Statement of Transaction, financial

                                       39
<PAGE>
statements  or  other  reports,  and  (b)  such  facsimile copy, electronic data
transmission or electronic data storage will be deemed an original, and the best
evidence  thereof  for  all  purposes, including, without limitation, under this
Agreement  or  any other Loan Documents, and for all evidentiary purposes before
any  arbitrator,  court  or  other  adjudicatory  authority.

          13.27     Power  of  Attorney.  Borrower irrevocably appoints DFS (and
                    -------------------
any  Person  designated  by it) as Borrower's true and lawful Attorney with full
power  to  at  any  time,  in  the discretion of DFS (whether or not Default has
occurred) to:  (a) endorse the name of Borrower upon any of the items of payment
of  proceeds  of  the  Collateral and deposit the same in the account of DFS for
application  to  the  Obligations;  (b)  sign the name of Borrower to verify the
accuracy  of  the  Accounts;  (c)  sign  the name of Borrower on any document or
instrument  that DFS shall deem necessary or appropriate to perfect and maintain
perfected  the  security  interests  in  the Collateral under this Agreement and
other  Loan  Documents;  (d) initiate and settle any insurance claim and endorse
Borrower's  name  on any check, instrument or other item of payment; (e) endorse
the  name  of  Borrower  upon financing statements, instruments, Certificates of
Title  and Statements of Origin pertaining to the Collateral; (f) supply omitted
information  and  correct  errors in any documents between DFS and Borrower; and
(g)  do  anything  to  preserve  and  protect the Collateral and DFS' rights and
interest  therein.  In the event of a Default, Borrower irrevocably appoints DFS
(and  any  Person  designated by it) as Borrower's true and lawful Attorney with
full  power  to  at  any  time, in the discretion of DFS to: (i) demand payment,
enforce  payment  and  otherwise exercise all of Borrower's rights, and remedies
with respect to the collection of any Accounts; (ii) settle, adjust, compromise,
extend  or  renew  any  Accounts;  (iii)  settle, adjust or compromise any legal
proceedings  brought  to  collect any Accounts; (iv) sell or assign any Accounts
upon  such  terms,  for  such  amounts and at such time or times as DFS may deem
advisable;  (v)  discharge and release any Accounts; (vi) prepare, file and sign
Borrower's  name on any Proof of Claim in Bankruptcy or similar document against
any  Account  Debtor; (vii) endorse the name of Borrower upon any chattel paper,
document,  instrument, invoice, freight bill, bill of lading or similar document
or  agreement  relating  to  any Account or goods pertaining thereto; and (viii)
take  control  in  any  manner  of any item of payments or proceeds and for such
purpose  to  notify the Postal Authorities to change the address for delivery of
mail  addressed to Borrower to such address as DFS may designate.  This power of
attorney is for value and coupled with an interest and is irrevocable so long as
any  Obligations  remain outstanding and by DFS exercising such right, DFS shall
not  waive  any  right  against Borrower until the Obligations are paid in full.

          13.28  Expenses.  Borrower  agrees,  whether  or  not any Loan is made
                 --------
hereunder,  to  pay  DFS  upon  demand  for  all  reasonable expenses, including
reasonable  fees of attorneys for DFS (who may be employees of DFS), incurred by
DFS  in  connection with the enforcement of the Borrower's obligations hereunder
or  under  any  other  Loan Document.  Borrower also agrees to (i) indemnify and
hold  DFS harmless from any loss or expense which may arise or be created by the
acceptance  of telephonic or other instructions for making Loans, except for any
loss  or  expense  arising  from  DFS'  gross  negligence  or willful misconduct
(provided,  however,  that  reliance alone upon telephonic or other instructions
shall  not  itself  be  deemed  to  constitute  gross  negligence  or  willful
misconduct),  and  (ii) to pay and save DFS harmless from all liability for, any
stamp  or  other  taxes  which  may  be payable with respect to the execution or
delivery  of  this  Agreement  or  any  of the other Loan Documents.  Borrower's
obligations  under  this  Section  13.28  shall  survive any termination of this
                          --------------
Agreement.

          13.29  Joint  and  Several Liability.  Notwithstanding anything herein
                 ----------------------------
to the contrary, each Borrower is primarily and jointly and severally liable for
all Obligations.  If and to the extent a Borrower shall be deemed a guarantor of

                                       40
<PAGE>
the  other  Borrower  hereunder,  such  Borrower's  joint  liability  for  any
Obligations  of  such other Borrower shall be deemed to be a guaranty of payment
and  performance,  and  not  of  collection.  A Default by one Borrower shall be
deemed  a  Default  by  the  other  Borrower.

14.     BINDING  ARBITRATION.

     14.1     Arbitrable  Claims.  Except  as  otherwise  specified  below,  all
              ------------------
actions,  disputes,  claims and controversies under common law, statutory law or
in  equity  of any type or nature whatsoever (including, without limitation, all
torts,  whether  regarding  negligence,  breach  of fiduciary duty, restraint of
trade,  fraud,  conversion,  duress,  interference,  wrongful replevin, wrongful
sequestration,  fraud  in  the inducement, usury or any other tort, all contract
actions,  whether  regarding express or implied terms, such as implied covenants
of good faith, fair dealing, and the commercial reasonableness of any Collateral
disposition,  or  any  other  contract  claim,  all  claims  of  deceptive trade
practices  or lender liability, and all claims questioning the reasonableness or
lawfulness  of  any  act),  whether  arising  before  or  after the date of this
Agreement,  and  whether  directly or indirectly relating to: (a) this Agreement
and/or  any  amendments  and  addenda  hereto,  or  the  breach,  invalidity  or
termination  hereof;  (b)  any  previous or subsequent agreement between DFS and
Borrower;  (c)  any act committed by DFS or by any parent company, subsidiary or
affiliated  company  of  DFS  (the  "DFS Companies"), or by any employee, agent,
                                     -------------
officer or director of a DFS Company whether or not arising within the scope and
course  of  employment  or other contractual representation of the DFS Companies
provided  that  such  act  arises  under  a relationship, transaction or dealing
between  DFS  and  Borrower;  and/or  (d) any other relationship, transaction or
dealing  between DFS and Borrower (collectively the "Disputes"), will be subject
                                                     --------
to  and  resolved  by  binding  arbitration.

     14.2     Administrative  Body.  All arbitration hereunder will be conducted
              --------------------
by  the  American  Arbitration  Association  ("AAA").  If  the AAA is dissolved,
                                               ---
disbanded  or  becomes  subject to any state or federal bankruptcy or insolvency
proceeding, the parties will remain subject to binding arbitration which will be
conducted  by  a  mutually agreeable arbitral forum.  The parties agree that all
arbitrator(s)  selected  will  be attorneys with at least five (5) years secured
transactions  experience.  The  arbitrator(s)  will  decide if any inconsistency
exists  between  the  rules of any applicable arbitral forum and the arbitration
provisions  contained  herein.  If  such  inconsistency  exists, the arbitration
provisions  contained  herein will control and supersede such rules. The site of
all  arbitration  proceedings  will  be  in the Division of the Federal Judicial
District  in  which AAA maintains a regional office that is closest to Borrower.

     14.3     Discovery.  Discovery  permitted  in  any  arbitration  proceeding
              ---------
commenced hereunder is limited as follows.  No later than thirty (30) days after
the  filing  of  a  claim  for  arbitration,  the parties will exchange detailed
statements  setting  forth the facts supporting the claim(s) and all defenses to
be  raised during the arbitration, and a list of all exhibits and witnesses.  No
later  than  twenty-one  (21) days prior to the arbitration hearing, the parties
will  exchange  a  final  list  of all exhibits and all witnesses, including any
designation  of  any  expert  witness(es)  together  with  a  summary  of  their
testimony; a copy of all documents and a detailed description of any property to
be  introduced  at  the  hearing.  Under  no  circumstances  will  the  use  of
interrogatories,  requests  for  admission,  requests  for  the  production  of
documents  or  the taking of depositions be permitted.  However, in the event of
the  designation  of  any  expert witness(es), the following will occur: (a) all
information  and  documents  relied  upon  by  the  expert  witness(es)  will be
delivered  to  the  opposing  party, (b) the opposing party will be permitted to
depose  the  expert  witness(es),  (c)  the  opposing party will be permitted to
designate  rebuttal  expert witness(es), and (d) the arbitration hearing will be
continued  to  the  earliest  possible  date  that enables the foregoing limited
discovery  to  be  accomplished.

                                       41
<PAGE>
     14.4     Exemplary  or  Punitive  Damages.  The Arbitrator(s) will not have
              --------------------------------
the  authority  to  award  exemplary  or  punitive damages and each party hereby
irrevocably  waives  any  right  to  claim  any  exemplary  or punitive damages.

     14.5     Confidentiality of Awards.  All arbitration proceedings, including
              -------------------------
testimony  or  evidence  at  hearings,  will be kept confidential (except to the
extent  disclosure  is  required by law or by any governmental agency), although
any  award  or order rendered by the arbitrator(s) pursuant to the terms of this
Agreement  may  be  entered as a judgment or order in any state or federal court
and  may  be  confirmed  within the federal judicial district which includes the
residence  of  the  party  against  whom  such award or order was entered.  This
Agreement concerns transactions involving commerce among the several states. The
Federal  Arbitration  Act, Title 9 U.S.C. Sections 1 et seq., as amended ("FAA")
                                                                           ---
will  govern  all  arbitration(s)  and  confirmation  proceedings  hereunder.

     14.6     Prejudgment  and  Provisional  Remedies.  Nothing  herein  will be
              ---------------------------------------
construed  to  prevent  DFS'  or  Borrower's  use  of  bankruptcy, receivership,
injunction,  repossession, replevin, claim and delivery, sequestration, seizure,
attachment,  foreclosure,  dation  and/or  any  other prejudgment or provisional
action  or remedy relating to any Collateral for any current or future debt owed
by  either party to the other.  Any such action or remedy will not waive DFS' or
Borrower's  right  to  compel  arbitration  of  any  Dispute.

     14.7     Attorneys'  Fees.  If  either  Borrower  or  DFS  brings any other
              ----------------
action  for  judicial  relief  with respect to any Dispute (other than those set
forth  in  Section  14.6)  the party bringing such action will be liable for and
           -------------
immediately  pay  all  of  the  other  party's  costs  and  expenses  (including
attorneys'  fees)  incurred  to  stay or dismiss such action and remove or refer
such  Dispute  to  arbitration.  If  either Borrower or DFS brings or appeals an
action to vacate or modify an arbitration award and such party does not prevail,
such  party will pay all costs and expenses, including attorneys' fees, incurred
by  the  other  party in defending such action.  Additionally, if one party sues
the  other party or institutes any arbitration claim or counterclaim against the
other  party  in  which  the  other party prevails, the first party will pay all
costs  and expenses (including attorneys' fees) incurred by the prevailing party
in  the  course  of  defending  such  action  or  proceeding.

     14.8     Limitations.  Any  arbitration proceeding must be instituted:  (a)
              -----------
with  respect to any Dispute for the collection of any debt owed by either party
to  the other, within two (2) years after the date the last payment was received
by  the instituting party; and (b) with respect to any other Dispute, within two
(2)  years  after the date the incident giving rise thereto occurred, whether or
not any damage was sustained or capable of ascertainment or either party knew of
such  incident.  Failure  to  institute  an  arbitration  proceeding within such
period  will  constitute  an  absolute  bar and waiver to the institution of any
proceeding,  whether  arbitration  or  a  court proceeding, with respect to such
Dispute.

     14.9     Survival  After  Termination.  The  agreement  to  arbitrate  will
              ----------------------------
survive  the  termination  of  this  Agreement.

     15.     INVALIDITY/UNENFORCEABILITY  OF  BINDING  ARBITRATION.  IF  THIS
AGREEMENT  IS  FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING WITH
RESPECT  TO  ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A
JUDGE  WITHOUT  A JURY.  BORROWER AND DFS WAIVE ANY RIGHT TO A JURY TRIAL IN ANY
SUCH  PROCEEDING.

     16.     GOVERNING  LAW.  Borrower acknowledges and agrees that this and all
             --------------
other  agreements  between  Borrower and DFS have been substantially negotiated,

                                       42
<PAGE>
and  will  be  substantially  performed, in the state of Missouri.  Accordingly,
Borrower  agrees  that  all  Disputes  will  be  governed  by,  and construed in
accordance  with, the laws of such state, except to the extent inconsistent with
the  provisions  of  the  FAA  which  shall  control  and govern all arbitration
proceedings  hereunder.



          [REMAINDER  OF  PAGE  INTENTIONALLY  LEFT  BLANK]

                                       43
<PAGE>

          IN  WITNESS  WHEREOF,  the  parties  have,  by  their  duly authorized
officers,  executed  this  Agreement  as  of  the  Effective  Date.

THIS  AGREEMENT  CONTAINS  BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGES
WAIVER  PROVISIONS

ATTEST:                          POMEROY  COMPUTER  RESOURCES,  INC.


By: /s/ Richard Mills            By:  /s/  Stephen  E.  Pomeroy
    --------------------         ------------------------------
        Chief Operating Officer  Print  Name:   Stephen  E.  Pomeroy
                                 Title:  Chief  Financial  Officer


ATTEST:                          GLOBAL COMBINED TECHNOLOGIES, INC.


By: /s/ Bernard F. Metzroth      By:  /s/  Stephen  E.  Pomeroy
    ------------------------     ------------------------------
        Secretary                Print Name: Stephen E. Pomeroy
                                 Title:  Chief  Executive  Officer


                                 DEUTSCHE  FINANCIAL  SERVICES  CORPORATION


                                 By:  /s/  Michael  Scott
                                 ------------------------
                                 Print  Name:  Michael  Scott
                                 Title:  Regional  Vice  President

                                       1
<PAGE>
                         INDEX OF EXHIBITS
                         -----------------


          EXHIBIT  3.3         BORROWING  BASE  CERTIFICATE

          EXHIBIT  5.1(a)      AUTHORIZED  BORROWING  OFFICERS

          EXHIBIT  7.1(j)      PRESIDENT'S  CERTIFICATE

          EXHIBIT  7.1(l)      SECRETARY'S  CERTIFICATE  OF  RESOLUTION
                               AND  INCUMBENCY

          EXHIBIT  8.3         LITIGATION

          EXHIBIT  8.5         LIENS

          EXHIBIT  8.7         SUBSIDIARIES

          EXHIBIT  8.16        CAPITAL  STRUCTURE/OPTION  PLANS

          EXHIBIT  8.17        COLLATERAL  LOCATIONS

          EXHIBIT  8.18        REAL  PROPERTY  OWNED  OR  LEASED

          EXHIBIT  8.20        ENVIRONMENTAL,  HEALTH  AND
                               SAFETY  MATTERS

          EXHIBIT  8.21        PATENTS,  COPYRIGHTS,  TRADEMARKS

          EXHIBIT  8.23(a)     CAPITALIZED  LEASES

          EXHIBIT  8.23(b)     OPERATING  LEASES

          EXHIBIT  8.24        LABOR  RELATIONS

          EXHIBIT  9.1.10(b)   BUSINESS  CREDIT  AND  SECURITY
                               AGREEMENT  CERTIFICATIONS

                                       2
<PAGE>
                                   EXHIBIT 3.3
                                   -----------


                           BORROWING BASE CERTIFICATE
                           --------------------------


                             [To Be Provided by DFS]

                                       3
<PAGE>
                                 EXHIBIT 5.1(a)
                                 --------------


                          AUTHORIZED BORROWING OFFICERS
                          -----------------------------


                     [To Be Provided by Pomeroy and Global]


                                       4
<PAGE>
                                 EXHIBIT 7.1(j)

                             PRESIDENT'S CERTIFICATE
                             -----------------------

     I,  David  B.  Pomeroy,  President  of  POMEROY COMPUTER RESOURCES, INC., a
Delawarecorporation  ("Borrower"), hereby certify to Deutsche Financial Services
--------               --------
Corporation  ("DFS"),  in  connection  with  the  Business  Credit  and Security
               ---
Agreement  dated  as  of  July  14,  1998  among  Borrower,  GLOBAL  COMBINED
TECHNOLOGIES,  INC. and DFS (the "Credit Agreement"; terms defined in the Credit
Agreement  are  used  herein  as  so  defined),  that:

     1.     The  representations and warranties of Borrower contained in Section
8  of  the  Credit  Agreement are correct on and as of the date hereof as though
made  on  and  as  of  such  date;

     2.     No  event  has  occurred and is continuing, or would result from any
Loan being made to Borrower under the Credit Agreement on the date hereof, which
constitutes  a  Default;  and

     3.     After  the funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will  be  in  full compliance with all of the terms and
provisions  of  the  Credit  Agreement.

     IN  WITNESS  WHEREOF, I have signed this Certificate this 14th day of July,
1998.

                                    /s/  David  B.  Pomeroy
                                   ------------------------
                                            President

                      CHIEF EXECUTIVE OFFICER'S CERTIFICATE
                      -------------------------------------

     I,  Stephen  E.  Pomeroy,  Chief  Executive  Officer  of  GLOBAL  COMBINED
TECHNOLOGIES,  INC.,  an  Oklahoma  corporation  ("Borrower"), hereby certify to
                                                   --------
Deutsche Financial Services Corporation ("DFS"), in connection with the Business
                                          ---
Credit  and Security Agreement dated as of July 14, 1998 among Borrower, POMEROY
COMPUTER  RESOURCES,  INC. and DFS (the "Credit Agreement"; terms defined in the
Credit  Agreement  are  used  herein  as  so  defined),  that:

     1.     The  representations and warranties of Borrower contained in Section
8  of  the  Credit  Agreement are correct on and as of the date hereof as though
made  on  and  as  of  such  date;

     2.     No  event  has  occurred and is continuing, or would result from any
Loan being made to Borrower under the Credit Agreement on the date hereof, which
constitutes  a  Default;  and

     3.     After  the funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will  be  in  full compliance with all of the terms and
provisions  of  the  Credit  Agreement.

     IN  WITNESS  WHEREOF, I have signed this Certificate this 14th day of July,
1998.

                                    /s/  Stephen  E.  Pomeroy
                                    -------------------------
                                         Chief Executive Officer

                                       5
<PAGE>
                                EXHIBIT 7.1(l)

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

     I certify that I am the Secretary or Assistant Secretary of the corporation
named below, and that the following completely and accurately sets forth certain
resolutions  of  the  Board of Directors of the corporation adopted at a special
meeting  thereof  held on due notice (and with shareholder approval, if required
by  law), at which meeting there was present a quorum authorized to transact the
business  described  below,  and  that  the  proceedings  of the meeting were in
accordance  with  the  certificate  of incorporation, charter and by-laws of the
corporation,  and  that  they  have not been revoked, annulled or amended in any
manner  whatsoever.

     Upon  motion  duly  made  and  seconded,  the  following  resolution  was
unanimously  adopted  after  full  discussion:

     "RESOLVED,  That  the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf  of  this  corporation:  to  obtain  financing  from  Deutsche  Financial
Services Corporation ('DFS') in such amounts and on such terms as such officers,
directors  or  agents deem proper; to enter into financing, security, pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and  security  and/or  other credit support is to be furnished by this
corporation  therefor;  from  time  to  time  to  supplement  or  amend any such
agreements;  execute and deliver any and all assignments and schedules; and from
time  to  time  to  pledge,  assign,  mortgage,  grant  security  interests, and
otherwise  transfer,  to  DFS as collateral security for any obligations of this
corporation  to  DFS,  whenever  and  however  arising,  any  assets  of  this
corporation,  whether  now  owned  or hereafter acquired; the Board of Directors
hereby  ratifying,  approving  and  confirming  all  that  any of said officers,
directors  or  agents  have  done  or  may  do  with  respect to the foregoing."

     I  do  further  certify  that  the  following  are  the  names and specimen
signatures  of  the  officers  and  agents  of said corporation so empowered and
authorized,  namely:

President:
                  (Print  Name)               (Signature)
Vice-President:
                  (Print  Name)               (Signature)
Secretary:
                  (Print  Name)               (Signature)
Treasurer:
                  (Print  Name)               (Signature)
Agent:
                  (Print  Name)               (Signature)

Witness  by  hand  and  seal  of  said  corporation  this    day  of,           
                                                          --         -----------
19   .
  ---
  (seal)
                                         Secretary

                                 POMEROY  COMPUTER  RESOURCES,  INC.
                                    Name  of  Corporation

                                       1
<PAGE>
                                 EXHIBIT 7.1(l)

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

     I certify that I am the Secretary or Assistant Secretary of the corporation
named below, and that the following completely and accurately sets forth certain
resolutions  of  the  Board of Directors of the corporation adopted at a special
meeting  thereof  held on due notice (and with shareholder approval, if required
by  law), at which meeting there was present a quorum authorized to transact the
business  described  below,  and  that  the  proceedings  of the meeting were in
accordance  with  the  certificate  of incorporation, charter and by-laws of the
corporation,  and  that  they  have not been revoked, annulled or amended in any
manner  whatsoever.

     Upon  motion  duly  made  and  seconded,  the  following  resolution  was
unanimously  adopted  after  full  discussion:

     "RESOLVED,  That  the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf  of  this  corporation:  to  obtain  financing  from  Deutsche  Financial
Services Corporation ('DFS') in such amounts and on such terms as such officers,
directors  or  agents deem proper; to enter into financing, security, pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and  security  and/or  other credit support is to be furnished by this
corporation  therefor;  from  time  to  time  to  supplement  or  amend any such
agreements;  execute and deliver any and all assignments and schedules; and from
time  to  time  to  pledge,  assign,  mortgage,  grant  security  interests, and
otherwise  transfer,  to  DFS as collateral security for any obligations of this
corporation  to  DFS,  whenever  and  however  arising,  any  assets  of  this
corporation,  whether  now  owned  or hereafter acquired; the Board of Directors
hereby  ratifying,  approving  and  confirming  all  that  any of said officers,
directors  or  agents  have  done  or  may  do  with  respect to the foregoing."

     I  do  further  certify  that  the  following  are  the  names and specimen
signatures  of  the  officers  and  agents  of said corporation so empowered and
authorized,  namely:

President:
                  (Print  Name)               (Signature)
Vice-President:
                  (Print  Name)               (Signature)
Secretary:
                  (Print  Name)               (Signature)
Treasurer:
                  (Print  Name)               (Signature)
Agent:
                  (Print  Name)               (Signature)

Witness  by  hand  and  seal  of  said  corporation  this    day  of,           
                                                          --         -----------
19   .
  ---
  (seal)
                                         Secretary

                                     GLOBAL  COMBINED
                                     TECHNOLOGIES,  INC.


                                       2
<PAGE>
                                   EXHIBIT 8.3
                                   -----------

                                   LITIGATION
                                   ----------


                     [To be provided by Pomeroy and Global]


                                        1
<PAGE>
                                   EXHIBIT 8.5
                                   -----------

                                      LIENS
                                      -----


                     [To be provided by Pomeroy and Global]


                                        2
<PAGE>
                                   EXHIBIT 8.7
                                   -----------

                                  SUBSIDIARIES
                                  ------------


                     [To be provided by Pomeroy and Global]


                                        3
<PAGE>
                                  EXHIBIT 8.16
                                  ------------

                                        I
                                CAPITAL STRUCTURE
                                -----------------


                     [To be provided by Pomeroy and Global]




                       [For Borrower and Each Subsidiary]




                                  shares  authorized
                             ----
                                  shares  outstanding
                             ----
                                  par  value
                             ----
                                  treasury  shares
                             ----

                                       II
                                  OPTION PLANS
                                  ------------


                     [To be provided by Pomeroy and Global]


                                        4
<PAGE>
                                  EXHIBIT 8.17
                                  ------------


                              COLLATERAL LOCATIONS
                              --------------------


                     [To be provided by Pomeroy and Global]


                                        5
<PAGE>
                                  EXHIBIT 8.18
                                  ------------

                          REAL PROPERTY OWNED OR LEASED
                          -----------------------------


                     [To be provided by Pomeroy and Global]


                                       6
<PAGE>
                                  EXHIBIT 8.20
                                  ------------


                    ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
                    ----------------------------------------


                     [To be provided by Pomeroy and Global]


                                       7
<PAGE>
                                  EXHIBIT 8.21
                                  ------------


                         PATENTS, COPYRIGHTS, TRADEMARKS
                         -------------------------------


                     [To be provided by Pomeroy and Global]


                                       8
<PAGE>
                                 EXHIBIT 8.23(a)
                                 ---------------


                               CAPITALIZED LEASES
                               ------------------


                     [To be provided by Pomeroy and Global]


                                       9
<PAGE>
                                 EXHIBIT 8.23(b)
                                 ---------------


                                OPERATING LEASES
                                ----------------


                     [To be provided by Pomeroy and Global]


                                       10
<PAGE>
                                  EXHIBIT 8.24
                                  ------------


                                 LABOR RELATIONS
                                 ---------------


                     [To be provided by Pomeroy and Global]


                                       11
<PAGE>
                                EXHIBIT 9.1.10(b)
                                -----------------

                        POMEROY COMPUTER RESOURCES, INC.

              BUSINESS CREDIT AND SECURITY AGREEMENT CERTIFICATIONS

                            AS OF        , 19
                                 --------    --
     In  accordance  with  Section 9.1.10(b) of the Business Credit and Security
                           -----------------
Agreement  dated  as  of  July  14,  1998  (  as  amended,  "Credit  Agreement",
                                                             -----------------
capitalized  terms  used  herein  having  the  meanings given them in the Credit
Agreement),  among  POMEROY  COMPUTER  RESOURCES,  INC.,  GLOBAL  COMBINED
TECHNOLOGIES,  INC.  (collectively,  "Borrower") and Deutsche Financial Services
                                      --------
Corporation,  I  certify  that:

          (i)  the  enclosed  Borrower  prepared  monthly  financial  package
(Consolidating  Balance  Sheet  and Consolidating Statement of Operations) as of
and  for  the  period  ending,  19,  all unaudited, fairly present the financial
position  and  results  of  operations of Borrower and its Subsidiaries and have
been  prepared  in  accordance  with  GAAP.

          (ii)  to  the  best  of  my  knowledge,  Borrower  has kept, observed,
performed  and  fulfilled  each  and  every  covenant,  obligation and agreement
binding  upon  Borrower  under  the  Credit  Agreement  and  that no Default has
occurred.




                                    POMEROY  COMPUTER RESOURCES, INC., (for 
                                    itself and Global Combined Technologies,
                                    Inc.)




                                    By:
                                    Title:


                                       12
<PAGE>