ASSUMPTION OF LIABILITIES
                                                      
                                                      
                                                      


          THIS ASSUMPTION OF LIABILITIES  is made this  ____ day of  March,
          1998 by and between Commercial Business Systems, Inc., a Virginia
          corporation ("Seller") and  Pomeroy Computer  Resources, Inc.,  a
          Delaware corporation, ("Purchaser").

          WHEREAS, pursuant to an Asset Purchase Agreement dated March ___,
          1998 (the "Agreement")  by and between  Purchaser and Seller  and
          Thoms M. Clayton and Steven  Shapiro, Purchaser wishes to  assume
          certain obligations of Seller.

          NOW, THEREFORE, pursuant to the Agreement and in consideration of
          the premises,  and  for  good  and  valuable  consideration,  the
          receipt of which is hereby acknowledged;

          1.   Assumption
                        
                        
                        

               Purchaser hereby  accepts, assumes  and  agrees to  pay  and
               perform the obligations  of Seller as  set forth on  Exhibit
               "1" attached  hereto  and made  a  part hereof.    Purchaser
               agrees to  indemnify  and  hold  Seller  harmless  from  any
               liability with respect to such assumed obligations.

          2.   Excluded Liabilities
                                  
                                  
                                  

               Notwithstanding anything to the contrary in the Agreement or
               in this  Assumption  of  Liabilities,  Purchaser  shall  not
               assume or be liable for any liabilities of Seller not listed
               on Exhibit "1" attached hereto and made part hereof.

          3.   The Agreement
                           
                           
                           

               Nothing contained in this Assumption of Liabilities shall be
               deemed to supersede, restrict, impair, diminish, enlarge  or
               expand in any  respect any of  the obligations,  agreements,
               covenants or warranties of Seller or Purchaser contained  in
               the Agreement.    All  terms  used  in  this  Assumption  of
               Liabilities shall have the meaning defined in the Agreement.

               IN WITNESS  WHEREOF, the  parties  hereto have  caused  this
          Assumption of Liabilities to  be executed in  their names on  the
          date first above written.

                                          COMMERCIAL   BUSINESS    SYSTEMS,
                                          INC.


                                          By:
          _____________________________
                                              Thomas M. Clayton, President
<PAGE>





                                          POMEROY    COMPUTER    RESOURCES,
          INC.,
                                          a Delaware corporation



                                          By:
          ________________________________
                                             Stephen  E.   Pomeroy,   Chief
                                             Financial Officer
                                                                           
                                                  

          STATE OF OHIO       )
                              ) SS:
          COUNTY OF HAMILTON  )

               The foregoing  instrument was  acknowledged before  me  this
          ____ day  of March,   1998  by Thomas  M. Clayton,  President  of
          Commercial Business  Systems, Inc.,  a Virginia  corporation,  on
          behalf of the corporation.


                                        _________________________________
                                        NOTARY PUBLIC


          STATE OF OHIO       )
                              ) SS:
          COUNTY OF HAMILTON  )

               The foregoing instrument  was acknowledged before  me this  
          ____ day of March,  1998 by Stephen  E. Pomeroy, Chief  Financial
          Officer  of   Pomeroy  Computer   Resources  Inc.,   a   Delaware
          corporation, on behalf of the corporation.


                                        _________________________________
                                        NOTARY PUBLIC















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<PAGE>








                                     EXHIBIT _1"

                              LIABILITIES BEING ASSUMED