PERFORMANCE SHARE RIGHT AGREEMENT
                           _________________________________ 
               This Performance  Share Right  Agreement (``Agreement'') is
          made this ____  day of  _______, 1997,  between Pomeroy  Computer
          Leasing Company, Inc., a Kentucky  corporation (``Employer'') and
          Vic Eilau (``Employee''), who agree as follows: 

               1.Recitals.  Pursuant  to an  Employment Agreement  dated
          ___________, 1997  (the ``Employment Agreement ''
                                                           ), Employee  ha s
          agreed to serve as President of  the Employer.  Employer  desires
          to  provide   certain   additional  financial   inducements   and
          incentives to Employee pursuant to this Agreement.

               2.  Employment Services.  The  terms of the  employment of
          the Employee with the  Employer are set  forth in the  Employment
          Agreement.  Unless  otherwise indicated,  capitalized terms  used
          herein  shall  have  the  same  meanings  as  in  the  Employment
          Agreement. 

               3.  Performance Share Right.  
                    (a)  Employee is  hereby  granted a  performance  share
          right as  more fully  described herein  (the ``Performance Share
          Right'' ) to provide Employee with the ability to  participate in,
          to the extent  herein provided, the  growth of the  ''  Value'' (as
          defined herein) of the  business of Employer  during the term  of
          his  employment  with  the  Employer.     The  purpose  of   this
          Performance Share Right  is to provide  Employee with  additional
          incentive to maintain and  improve the financial performance  and 
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          strength of the Employer.  As a result of this Performance  Share
          Right, Employee shall receive, as additional Compensation: 

                         (i)  Within ten (10)  days of the  receipt of  the
          Proceeds  from  any  Dissolution,  Asset  Sale,  Stock  Sale   or
           Reorganization Transaction '' (as  defined  herein),  which  is
          consummated before the termination  of this Agreement, an  amount
          equal to the following applicable percentage of the Proceeds: 

                              (A)  twenty-five   percent   (25%)   of   the
          Proceeds if such transaction occurs during the first three  years
          of this Agreement;

                              (B)  twenty percent (20%) of the Proceeds  if
          such transaction occurs after the third year but prior to the end
          of the eighth year of this Agreement; and

                              (C)  twelve and one-half  percent (12.5%)  of
          the Proceeds if such transaction occurs after the eighth year  of
          this Agreement;

                              Such applicable amount of the Proceeds  shall
          be reduced by the following applicable amount: 

                              (A)  twenty-five   percent   (25%)   of   the
          capitalization of  Leasing  Company  if  the  transaction  occurs
          during the first three years of this Agreement; or

                              (B)  twenty    percent    (20%)    of     the
          capitalization of Leasing Company if the transaction occurs after
          the third year but prior to the eighth year of this Agreement; or

                              (C)  twelve and one-half  percent (12.5%)  of
          the capitalization of Leasing  Company if the transaction  occurs
          after the eighth year of this Agreement.  

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                         (ii) Upon a termination of Employee's  employment,
          other than (A) a termination by Employee before the day which  is
          three (3) years  from the date  of this Agreement  (except for  a
          termination caused by the Employee's death  or ``Disability''  or
          for Good Reason (as defined in the Employment Agreement)) or  (B)
          a termination  of  Employee by  the  Employer  for ``Cause   (as
          defined in the Employment  Agreement), Employee shall receive  an
          amount equal to  twenty-five percent (25%)  of the  Value of  the
          Employer as of the date of  the termination of the employment  of
          the Employee with  the Employer, reduced  by an  amount equal  to
          twenty-five percent (25%) of  the capitalization of Employer.  In
          the event that Employee is employed  by Employer for longer  than
          three (3) years  but less than  eight (8)  years, twenty  percent
          (20%) shall be substituted in  lieu of twenty-five percent  (25%)
          in both respective places above.   In the event that Employee  is
          employed by Employer for longer than eight  (8) years, twelve and
          one-half percent (12.5%) shall be  substituted in lieu of  twenty
          percent (20%) in both respective places above. 

                         (iii)     In the event that the death of  Employee
          occurs  when  Employee's  performance  share  right  under   this
          Agreement has  no   Value , Company  shall  pay  to  Employee's
          designated beneficiary  fifty  percent  (50%)  of  any  insurance
          proceeds received by Company upon Employee's death. 
                         For purposes  of  this  Agreement,  the  following
                     (b)
          definitions shall apply:
 
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                         (i)  ` Dissolution''    shall    mean    statutory
          dissolution of the  Employer pursuant  to the  terms of  Sections
          _______,         .  of  the  Kentucky  Revised  Statutes  or  any
          seqetssor provisions thereof.
            (ii)  Asset Sale    shall mean  any sale or  other
          disposition by  Employer of  all, or  substantially all,  of  its
          assets which would  fall within  the description of  a ``Sale of
          Entire Assets   provided  in  Section  _______ of  the  Kentucky
                        ''
          Revised Statutes or any successor provisions thereof.
                         (iii)
                                         Stock Sale   shall mean  (
                                                ''              A) the sale
          by Employer's shareholders  of record of  fifty percent (50%)  or
          more of  the  Employer's  outstanding shares  to  any  person  or
          persons who  were not  already shareholders  at the  time of  the
          first of such sales or who  are not family members or trusts  for
          the benefit  of  family members  of  a shareholder;  or  (B)  any
          issuance of shares by Employer to a person who was not previously
          a shareholder followed within sixty (60) days of such issuance by
          the redemption  of fifty  percent (50%)  or  more of  the  shares
          outstanding before such issuance.
                         (iv)  Reorganization Transaction 
                              ``                          '' shall  mean a
          reorganization as such term is defined  in (A), (B), (C), or  (D)
          of Paragraph (1) of Section 368(a)  of the Internal Revenue  Code
          of 1986, as amended from time to time.
                         (v)   Proceeds  shall  mean  (A)  when  used  in
          connection with a Dissolution, the total book value of the assets
          of  the  Employer  that  are  available  to  be  distributed   to

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          Employer's shareholders reduced by all of Employer's liabilities;
          (B) when used  in connection  with an  Asset Sale,    the  total  
          purchase price paid for the assets sold pursuant to an Asset Sale
          reduced by the amount  of all of  the Employer's liabilities  not
          assumed by the purchaser in connection with such Asset Sale;  (C)
          when used in connection  with a Stock Sale,  the price per  share
          paid to the shareholder(s) participating in such sale  multiplied
          by the  total number  of the  outstanding shares  as of  the  day
          before such sale  (or the day  before an issuance  followed by  a
          sale); or  (D)  when used  in  connection with  a  Reorganization
          Transaction, the  fair  market  value of  the  property  (whether
          stock, securities or other property) received by the shareholders
          in exchange for the shareholders' stock or assets; provided  that
           the term   Proceeds'' shall exclude  any promissory  notes, non-
          cash assets or stock received as consideration in connection with
          an Asset Sale,  Stock Sale or  Reorganization Transaction,  until
          such promissory notes are paid or such assets or stock are  sold.
                         In the event that  a Stock Sale or  Reorganization
          Transaction would  occur  between  the  shareholders  of  Pomeroy
          Computer Resources,  Inc. and  an acquiring  entity, the  parties
          agree that such a transaction shall  constitute an Asset Sale  or
          Reorganization Transaction for purposes of this Agreement and the
          parties agree to implement the procedure  set forth in item  (vi)
          to determine the Value of Pomeroy Computer Leasing Company,  Inc.
          as a part of  the total  consideration paid in the Stock Sale  or

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          Reorganization Transaction for Pomeroy Computer Resources, Inc.'s
          shares. 
                         (vi) The   Value  shall  be  an  amount mutually
          agreed upon  by Employer  and Employee  within thirty  (30)  days
          after the termination of Employee's employment with Employer.  In
          the event Employer and Employee are unable between themselves  to
          agree upon a  Value for all  the outstanding  stock of  Employer,
          Employer and Employee shall appoint a Big Six accounting firm  or
          top 25 investment banking firm with at least ten years experience
          in valuing leasing companies to  determine the fair market  value
          of 100% of the  outstanding stock of Employer.   The fair  market
          value of  100%  of  the stock  Employer  as  determined  by  such
          appraiser, shall be the  Value for purposes  of this Agreement.  
          The cost of such appraiser shall  be divided equally between  the
          parties. 

               4.   ___________                     Termination.
           In  the   event   the  Employee   terminates   his    
          employment with the Employer  either (A) after  the day which  is
          three (3) years  from the  date of this  Agreement; or  (B) as  a
          result of  Employee's  death  or  Disability  or  termination  of
          employment for  Good  Reason,  the  amount  payable  pursuant  to
          Section 3(a)(ii) shall  be payable  in sixty  (60) equal  monthly
          installments commencing the first day of the month following  the
          determination of Value as set forth herein.  Such payments may be
          made in cash or, if the stock of Pomeroy Computer Resources, Inc.
          is publicly traded at  the time of payment,  deliver, in lieu  of

                                            

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          cash, to Employee,  registered or freely  tradable shares of  the
          common stock of Pomeroy Computer  Resources, Inc., having a  fair
          market value equal to 100% of the amount due Employee  hereunder.
           For purposes of this Section, the fair market value of the stock
          shall be deemed to be the average of its bid and asked prices  on
          the date of  distribution.  If  Employee should die  prior to  or
          during such sixty (60)  month period, prior  to receiving all  of
          such payments,  any  remaining  payments shall  be  paid  to  his
          designated beneficiary, as due.  Provided, however, in the  event
          that Employer would receive any insurance proceeds upon the death
          of Employee,  Employer would  use up  to  50% of  such  insurance
          proceeds (but not more than the amount due) to apply against  the
          balance due hereunder  and any remaining  payments shall be  made
          over the remaining term, as due. 
                         In the event of termination by the Employee before
                     (b)
          the day which is three (3) years from the date of this  Agreement
          (except for termination caused by Employee's death or  Disability
          or termination  of employment  for Good  Reason), Employee  shall
          forfeit any  Performance  Share  Right  otherwise  earned  and/or
          payable pursuant to the terms of this Agreement. 
                    (c)  In the event of the termination of the  employment
          of the Employee for Cause, Employee shall forfeit any Performance
          Share Right earned and/or payable pursuant  to the terms of  this
          Agreement. 

               5.  Public Offering.  In  the event  of an  initial public
         offering of the shares of the Employer, the Employer and Employee


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          shall use  their best  efforts to  negotiate the  impact of  such
          initial public offering on the Performance Share Right granted to
          Employee hereunder. 

               6.   Withholding.   Employer shall  withhold all  applicable
          federal, state and local taxes from every payment of compensation
          made pursuant to the terms of this Agreement.

               7.   Governing Law.  This Agreement shall be governed by and
          construed in  accordance with  the laws  of the  Commonwealth  of
          Kentucky.   Any  action arising  out  of this  Agreement  or  the
          claimed breach  thereof  shall only  be  brought in  a  court  of
          competent jurisdiction in Boone County, Kentucky, and the parties
          hereto hereby consent to jurisdiction and venue in such courts.

               8.    Entire  Agreement.    This  Agreement  and  Employee's
          Employment Agreement with  Pomeroy Computer  Resources, Inc.  and
          the Exhibits  thereto contain  the  entire understanding  of  the
          parties hereto  with  respect  to the  subject  matter  contained
          herein and  may be  altered, amended  or  superseded only  by  an
          amendment  in  writing,   signed  by  the   party  against   whom
          enforcement of  any waiver,  change, modification,  extension  or
          discharge is sought. 

               9.   Pomeroy Computer Resources, Inc., the parent company of
          Pomeroy Computer Leasing Company, Inc. hereby guarantees all  the
          obligations  of  Employer  to   Employee  under  the  terms   and
          conditions of this Performance Share Right Agreement. 
               Signed on the date above.

                                          COMPANY, INC.
                                          By:
          ________________________________
               ___________________________________
                                          VIC EILAU

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