THIRTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT


THIS  THIRTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT is made effective the 6th day
of  January,  2004,  by  and  between  POMEROY  IT  SOLUTIONS,  INC., a Delaware
corporation ("Company") and DAVID B. POMEROY, II (the "Executive").

WHEREAS,  on  the  12th  day  of  March, 1992, Company and Executive executed an
Employment  Agreement  ("Agreement")  that  became  effective on the date of the
closing of the initial public offering of the Company (April 10, 1992);

WHEREAS, Company and Executive entered into an Amendment to Employment Agreement
effective  July  6,  1993;

WHEREAS,  Company  and  Executive  entered into a Second Amendment to Employment
Agreement  effective  October  14,  1993;

WHEREAS,  Company  and  Executive  entered  into a Third Amendment to Employment
Agreement  effective  January  6,  1995;

WHEREAS,  Company  and  Executive  entered into a Fourth Amendment to Employment
Agreement  effective  for  the  fiscal  year  ending  January  5,  1996;

WHEREAS,  Company  and  Executive  entered  into a Fifth Amendment to Employment
Agreement  effective  January  6,  1996;

WHEREAS,  Company  and  Executive  entered  into a Sixth Amendment to Employment
Agreement  effective  January  6,  1997;

WHEREAS,  Company  and  Executive entered into a Seventh Amendment to Employment
Agreement  effective  January  6,  1998;

WHEREAS,  Company  and  Executive entered into an Eighth Amendment to Employment
Agreement  effective  January  6,  1999;

WHEREAS,  Company  and  Executive  entered  into a Ninth Amendment to Employment
Agreement  effective  January  6,  2000;

WHEREAS,  Company  and  Executive  entered  into a Tenth Amendment to Employment
Agreement  effective  January  6,  2001;

WHEREAS,  Company and Executive entered into an Eleventh Amendment to Employment
Agreement  effective  January  6,  2002;


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WHEREAS,  Company  and  Executive entered into a Twelfth Amendment to Employment
Agreement  effective  January  6,  2003;  and

WHEREAS,  Company  and  Executive  desire to amend the Agreement, as amended, to
reflect  certain  changes  agreed  upon  by  Company  and  Executive  regarding
compensation  payable  to  Executive  for  the  2004 fiscal year and thereafter.

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

1.   Section 5(a)(iii) shall be amended as follows:

          (iii)     During  the  Companys  2004  fiscal year, Executive shall be
                    paid  at  the  annual  rate  of  Four  Hundred  Seventy-Five
                    Thousand Dollars ($475,000.00). This rate shall continue for
                    each subsequent year of the Agreement unless modified by the
                    compensation  committee  as  provided  in  Section 5(a)(iv).

2.   Section 5(b)(i) is amended commencing with the 2004 fiscal year as follows:

     (i)  Executive  shall  be  entitled to a deferred bonus for the 2004 fiscal
          year in the event Employee satisfies the applicable criteria set forth
          below  of  the  Gross  Sales and Net Profit Before Taxes Margin ("NPBT
          Margin") (as hereinafter defined) of the Company for 2004, as follows:

          (i)       Gross  Sales  greater  than $645,000,000.00 but less than or
                    equal  to $700,000,000.00 with a NPBT Margin of greater than
                    2.7%  =  $300,000.00  deferred  bonus;

          (ii)      Gross  Sales greater than $700,000,000.00 with a NPBT Margin
                    greater than 2.5% but less than or equal to 3% = $500,000.00
                    deferred  bonus;  or

          (iii)     Gross  Sales greater than $700,000,000.00 with a NPBT Margin
                    greater  than  3%  =  $600,000.00  deferred  bonus.

Within thirty (30) days of the conclusion of the 2004 fiscal year of the Company
and  each  fiscal  year  thereafter,  Executive and Company shall agree upon the
economic  criteria  to  be  utilized  for determining any bonus to be awarded to
Executive  for  such  year.  Such  bonus  for  each


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subsequent  year  of  this  Agreement shall be consistent with Executive's prior
plan.

For  purposes of this Section, the term "Gross Sales" shall mean the gross sales
of  equipment  and software and services by Company during the applicable period
on a consolidated basis. In making said Gross Sales determination, all gains and
losses  realized  on  the sale or other disposition of Company assets not in the
ordinary  course  shall  be  excluded; all refunds, returns or rebates which are
made  during  such  period shall be detracted along with all accounts receivable
derived  from  such  sales that are written off during such period in accordance
with  Company's  accounting  system.

For purposes of this Agreement, the "NPBT Margin" shall be the Net Profit Before
Taxes  of  Company  on  a  consolidated  basis  divided  by its Gross Sales. For
purposes  of this Agreement, the NPBT Margin shall be computed without regard to
the  bonus  payable  to  the  Executive  pursuant  to this Section, or any bonus
payable to Stephen E. Pomeroy under the terms of his Employment Agreement, shall
exclude  any  gains  or  losses  realized  by  the  Company on the sale or other
disposition  of  its  assets (other than in the ordinary course of business) and
shall  exclude  any  extraordinary  one-time charges made by Company during said
fiscal  year.  Said  NPBT  Margin  of  the  Company  shall  be  determined  on a
consolidated  basis  by  the  independent  accountant  regularly retained by the
Company,  subject to the foregoing provisions of this subparagraph in accordance
with  generally  accepted  accounting  principles.  The  payment  of  any  bonus
hereunder  shall  be  made  on  the  fifth  (5th)  annual  anniversary  of  the
determination  set  forth  above for the year 2004. In the event of the death of
the Executive prior to such date, any amount owed hereunder shall be paid to his
designated  beneficiary,  and,  if  none,  then  to  his  estate.

In  the  event  that Company would acquire during its 2004 fiscal year a company
that  had  gross  sales  in  excess  of  $100,000,000.00  for  its most recently
concluded  fiscal  year,  Company  and  Executive  shall in good faith determine
whether  any  adjustments  to  the  Gross Sales and NPBT Margin set forth above,
whether upward or downward, shall be made in order to reflect the effect of such
acquisition  upon  the  operations  of  the  Company.

3.   Section  19  shall  be  amended  by  adding at the end of said section, the
     following  language:

Executive  shall  be awarded, effective February 18, 2004, the option to acquire
one hundred thousand (100,000) shares of the common stock of Company at the fair
market  value  of  such  shares  on  February  18,  2004.


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     Such  option shall be awarded to Executive by Company pursuant to the terms
     of the Award Agreement, which is attached hereto and incorporated herein by
     reference  as  Exhibit  A.

Except as modified above, the terms of the Employment Agreement, as amended, are
hereby  affirmed  and  ratified  by  the  parties.

IN  WITNESS  WHEREOF, this Thirteenth Amendment to Employment Agreement has been
executed as of the day and year first above written.



WITNESSES:                            POMEROY  IT  SOLUTIONS,  INC.


_______________________

_______________________               By:   ________________________________


_______________________

_______________________               ______________________________________
                                      DAVID B. POMEROY, II, Executive


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