GENERAL BILL OF SALE AND ASSIGNMENT

KNOW ALL MEN BY THESE PRESENTS:

That  Microcare  Computer Services, Inc., an Indiana  corporation
("Company")  for  good and valuable consideration  received  from
Pomeroy   Computer   Resources,  Inc.,  a  Delaware   corporation
("Purchaser"),  does hereby, in accordance  with  the  terms  and
conditions of the Asset Purchase Agreement, dated July  24,  1997
(the  "Agreement"), by and between Company, Microcare,  Inc.,  an
Indiana  corporation, Robert L. Versprille and  Purchaser,  sell,
assign,  transfer, convey, deliver and confirm to Purchaser,  its
successors and assigns, or its nominee, those certain  assets  of
Company ("Purchased Assets No. 2") described in the Agreement  as
the Purchased Assets No. 2, relating to Company's Business, which
Purchased Assets No. 2 shall include without limitation:

     The Purchased Assets No. 2 but excluding the Excluded Assets
as defined in the Agreement.

TO  HAVE  AND  TO HOLD to Purchaser, its successors  and  assigns
forever.

Except  as  otherwise provided in the Agreement,  Company  hereby
represents, warrants and covenants that, at and until delivery of
this  General Bill of Sale and Assignment, Company has  good  and
marketable title to the Purchased Assets No. 2, free and clear of
all  liens, security interests, encumbrances, leases and  charges
whatsoever, other than the Assumed Liabilities, as defined in the
Agreement;  that  from  and  after the  delivery  by  Company  to
Purchaser  of this General Bill of Sale and Assignment, Purchaser
will  own the Purchased Assets No. 2 and have good and marketable
title  thereto, free and clear of all liens, security  interests,
encumbrances,  leases  and  charges whatsoever,  other  than  the
Assumed Liabilities, as defined in the Agreement.

Company,  for  itself and its successors, further  covenants  and
agrees that, in the event there are any such Purchased Assets No.
2  covered  by  this  General Bill of Sale and  Assignment  which
cannot be transferred or assigned by it without the consent of or
notice  to  a  third party and in respect of which any  necessary
consent or notice has not at the date of delivery of this General
Bill  of  Sale  and  Assignment  been  given  or  obtained,   the
beneficial  interest in and to the asset/contract shall,  in  any
event, pass hereby to Purchaser, and Company, for itself and  its
successors  and  assigns, covenants and agrees (i)  to  hold  and
hereby  declares  that it holds such Purchased Assets  No.  2  in
trust  for  and for the benefit of Purchaser, its successors  and
assigns;  (ii) if requested by Purchaser, Company  will  use  all
reasonable efforts to obtain and secure such consents to transfer
such  Purchased Assets No. 2; and (iii) to make or complete  such
transfer or transfers as soon as reasonably possible.

Company  hereby further covenants that it will, at any  time  and
from  time  to  time,  at the request of Purchaser,  execute  and
deliver  to Purchaser any new or confirmatory instrument and  all
other  and  further  instruments necessary or  convenient,  which
Purchaser  may reasonably request, to vest in Purchaser Company's
full  right,  title and interest in or to any  of  the  Purchased
Assets No. 2, or to enable Purchaser to realize upon or otherwise
to  enjoy  any such property, assets or rights or to  carry  into
effect the intent or purpose hereof.

This   General  Bill  of  Sale  and  Assignment,  being   further
documentation  of  the  transfers,  conveyances  and  assignments

                             E-39
<PAGE>

provided  in the Agreement, does not expand or limit  the  rights
and obligations provided in said Agreement.

This  instrument shall be binding upon, inure to the  benefit  of
and  be  enforceable  by  the Company  and  Purchaser  and  their
respective successors and assigns.

Any  capitalized terms used, but not defined herein,  shall  have
the definition set forth in the Agreement.

IN  WITNESS WHEREOF, Microcare Computer Services, Inc. has caused
this  instrument  to  be executed by its officer  thereunto  duly
authorized as of this ____ day of ___________, 1997.

Signed  and delivered in            MICROCARE COMPUTER  SERVICES,
INC.
the presence of                    an Indiana corporation



_________________________                                     By:
_______________________________
                                        Robert   L.   Versprille,
President

_________________________


STATE OF OHIO
COUNTY OF HAMILTON , ss

      BE  IT  REMEMBERED, that on this _____ day  of  __________,
1997, before me, the undersigned, a Notary Public in and for said
County,   personally   appeared   Robert   L.   Versprille,   who
acknowledged  himself to be the President of  Microcare  Computer
Services,  Inc.  an Indiana corporation, and  that  he,  as  such
President  being  authorized  to do so,  executed  the  foregoing
instrument  for  the purposes therein contained, by  signing  the
name of the corporation by himself as President.

      IN  WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my notarial seal on the day and year last above written.



____________________________________
                              NOTARY PUBLIC

                             E-40
<PAGE>