COLLATERAL ASSIGNMENT SPLIT DOLLAR AGREEMENT
                                                                
                                                               
                                                                


          THIS AGREEMENT is made and entered into effective this 6th day of
          January, 1998, by, between and among POMEROY COMPUTER  RESOURCES,
          INC., a Delaware corporation (the "Company"); JAMES H. SMITH  III
          as successor Trustee  under an Irrevocable  Trust Agreement  with
          David Pomeroy II, as Grantor dated September 24, 1987, ("Owner");
          and DAVID POMEROY II who is a valuable employee of said  Company,
          ("Employee").

          WHEREAS, Company is desirous of paying the premiums due on a  New
          York Life  Insurance  Company policy  on  Employee's life  as  an
          employment benefit for the Employee, on the terms and  conditions
          hereinafter set forth; and

          WHEREAS, the parties intend that Owner would collaterally  assign
          its interest in such policy to Company; and

          WHEREAS, the parties intend  that by such collateral  assignment,
          the Company shall retain only the  right to such repayment,  with
          the Owner retaining all other ownership  rights in the policy  as
          specified herein.

          NOW, THEREFORE, in  consideration of the  mutual promises  herein
          contained, the parties agree as follows: 

          1.                   
                               
                               
                POLICY OWNERSHIP
          1.1   James  H.  Smith  III,   as  successor  Trustee  under   an
                Irrevocable Trust Agreement with  David Pomeroy II, is  the
                owner of a policy of insurance on the life of David Pomeroy
                II, ("Insured") issued by  New York Life Insurance  Company
                ("Insurance Company").  The policy number, face amount  and
                beneficiary of  said  policy is  recorded  on  Schedule "A"
                attached  hereto   ("Policy").     Said  Policy   will   be
                collaterally assigned to  the Company as  security for  the
                payments of  amounts the  Company will  contribute for  the
                premium payments.  The Owner shall  own the Policy and  may
                exercise all  rights  of  ownership  with  respect  to  it,
                subject only to the collateral assignment of the Policy  to
                Company.

          2.    PAYMENT OF PREMIUMS
                                  
                                  
                                  
          2.1   On or before the  due date of each  premium on the  Policy,
                the Company will pay  to the Owner or  may pay directly  to
                Insurance Company, an amount equal to the projected premium
                charge for the Policy less an amount equal to the value  of
                the annual economic benefit (as computed for federal income
                tax purposes) attributable to the life insurance protection
                provided to  Employee under  this Agreement,  which  amount
                shall be the obligation of and responsibility of the Owner.

          2.2   Upon receipt of the amount which the Company is required to
                contribute under paragraph 2.1 of this Article, and if  the
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                Company has not  exercised its option  to make the  payment
                directly to Insurance Company, the Owner will pay the  full
                amount of the premium to Insurance Company.  The Owner will
                pay the premium on the date  it is due or within the  grace
                period allowed  by  the  Policy  for  the  payment  of  the
                premium.

          3.    ASSIGNMENT OF POLICY
                                   
                                   
                                   
          3.1   The Owner  shall  collaterally  assign the  Policy  to  the
                Company so as  to reflect the  respective interests of  the
                parties under  this Agreement.   Said  assignment has  been
                executed by the parties on ____________________, 1998,  and
                made a part of said Policy and this Agreement.

          4.            
                        
                        
                DIVIDENDS
          4.1   Any dividend declared  on the  Policy shall  be applied  to
                purchase paid-up additional  insurance on the  life of  the
                Employee.   The  parties  hereto agree  that  the  dividend
                election provision  of  the  Policy shall  conform  to  the
                provisions hereof. 

          5.                      
                                  
                                  
                SURRENDER OF POLICY
          5.1   The Owner  shall  have  the sole  and  exclusive  right  to
                surrender the Policy.

          5.2   If the Policy is surrendered,  the Owner shall receive  the
                surrender value of the Policy on behalf of the Company  and
                shall pay that amount to the Company.  The Owner may direct
                Insurance Company in writing to draw a check payable to the
                Company for that amount.

          6.    DEATH CLAIM
                          
                          
                          
          6.1   Upon the death of  the of the  Employee, the Company  shall
                have an interest in the proceeds of the Policy equal to the
                premium advance ("Premium Advance").   The Premium  Advance
                shall be an  amount equal to  the cumulative  total of  the
                Company's share of the premiums paid on the policy less any
                amounts previously  repaid  by Owner  to  Company  incident
                thereto.  The balance of  proceeds remaining shall be  paid
                directly  by  Insurance  Company  to  the  beneficiary   or
                beneficiaries designated by the Policy.

          7.                           
                                       
                                       
                TERMINATION OF AGREEMENT
          7.1   This Agreement shall terminate upon surrender of the Policy
                by the Owner or  upon thirty (30) days  written notice of  
                termination  given  by  either  party  to  the  other,   by
                registered mail at the party's last known address.

          7.2   On termination, the Owner shall have thirty (30) days  from
                the effective  date of  termination in  which to  remit  to
                Company without interest the then existing Premium Advance.
                 Upon receipt of this amount, the Company shall release the
                collateral assignment on the Policy.



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          7.3   If the Owner does not remit the described amount within the
                thirty (30) day period, the Owner shall obtain the Policy's
                surrender value.   In that  case, Owner  shall receive  the
                surrender value of the Policy on behalf of the Company with
                respect to the then existing  Premium Advance and pay  that
                amount to  the  Company.   The  Insurance  Company  may  be
                directed by the Owner in writing to draw a check payable in
                that amount to the Company.

          8.                    
                                
                                
                INSURANCE COMPANY

          8.1   Any payments made or action  taken by Insurance Company  in
                accordance with  the  provisions  of  the  Policy  and  the
                collateral assignment of the  Policy shall fully  discharge
                it from all claims, suits and demands of all persons.

          9.                               
                                           
                                           
                AMENDMENT AND BINDING EFFECT
          9.1   This embodies  all  agreements  by the  parties  made  with
                respect to the Policy.  This Agreement may not be  modified
                or amended except by a writing signed by the parties.   The
                Agreement shall be binding  upon the parties, their  heirs,
                legal representatives, successors and assigns.

          10.               
                            
                            
                GOVERNING LAW
          10.1  This Agreement shall be subject  to and shall be  construed
                under the laws of the Commonwealth of Kentucky. 

          11.   MISCELLANEOUS
                            
                            
                            
          11.1  The  following  provisions  are  intended  to  meeting  the
                requirements of the Employee Retirement Income Security Act
                of 1974.

                (a)  The named fiduciary shall be the Company.

                (b)  The funding policy  under this Agreement  is that  all
                     premiums on the  Policy be remitted  to the  Insurance
                     Company when due. 

                (c)  Direct payment by the Insurer is the basis of  payment
                     of benefits under this Agreement, with those benefits,
                     in turn, being  based on  the payment  of premiums  as
                     provided in the Plan. 

                (d)  For claims  procedure purposes,  the "claims  manager"
                     shall be the chief financial officer of the Company. 

                     (i)  If for any reason a claim for benefits under this
                          Agreement is denied  by the  Company, the  claims
                          manager shall deliver to  the claimant a  written
                          explanation setting  forth the  specific  reasons
                          for  the  denial,  pertinent  references  to  the
                          Agreement section on which  the denial is  based,



                                        - 3 -
<PAGE>





                          such  other  data   as  may   be  pertinent   and
                          information on the procedures  to be followed  by
                          the claimant in obtaining a review of his  claim,
                          all  written  in  a   manner  calculated  to   be
                          understood by the claimant.  For this purpose: 

                          (A)  The claimant's claim  shall be deemed  filed
                               when presented orally and in writing to  the
                               claims manager.

                          (B)  The claims manager's explanation shall be in
                               writing delivered  to  the  claimant  within
                               ninety (90) days  of the date  the claim  is
                               filed. 

                     (ii) The claimant shall have sixty (60) days following
                          his receipt of  the denial of  the claim to  file
                          with the  claims manager  a written  request  for
                          review of  the  denial.   For  such  review,  the
                          claimant  or   his  representative   may   submit
                          pertinent  documents  and   written  issues   and
                          comments. 

                     (iii)     The claims manager shall decide the issue on
                          review and  furnish  the  claimant  with  a  copy
                          within sixty (60) days of receipt of the  claim's
                          request for review of his claim.  The decision on
                          review shall  be  in writing  and  shall  include
                          specific reasons for  the decision  written in  a
                          manner  calculated  to   be  understood  by   the
                          claimant, as well as  specific references to  the
                          pertinent  agreement  provisions  on  which   the
                          decision is based.  If a copy of the decision  is
                          not so  furnished  to the  claimant  within  such
                          sixty (60) days, the claim shall be deemed denied
                          on review. 

                IN WITNESS WHEREOF, the  parties hereto have executed  this
          Agreement at Hebron, Kentucky,  on the day  and year first  above
          written.

                                          POMEROY COMPUTER RESOURCES, INC.


                                          By_______________________________


                                          _________________________________
                                          James  H.  Smith  III,  Successor
          Trustee


                                          _________________________________



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                                          David Pomeroy II - Employee























































                                        - 5 -
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                                     SCHEDULE A


                  
                  
                  
          Policy No.           Face Amount 
                                          
                                          
                                                            
                                                            
                                                            
                                                  Beneficiary

          46 190 933      $1,000,000.00      James H.  Smith  III,  or  his
                                             successor,    as     Successor
                                             Trustee  under  the  David  B.
                                             Pomeroy II  Irrevocable  Trust
                                             Agreement dated September  24,
                                             1987.













































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<PAGE>





          INSURER:   New York Life Insurance Company                       
                                                                          
                                                                          
                                                                          
                                              
                                              
                                              
                                               

          POLICY #:                                                       
                                                                          
                                                                          
                     46 190 933                                            
                                                               
                                                              
                                                              
                                                              

          INSURED:                                                        
                                                                          
                                                                          
                     David Pomeroy II                                      
                                                          
                                                          
                                                          
                                                           

          OWNER:                                                          
                                                                          
                                                                          
                     James  H.  Smith  III,  successor  Trustee  under   an
                                                                          
                                                                          
                                                                          
                     Irrevocable Trust Agreement  dated September 24, 1987,
                     with David B. Pomeroy II, as Grantor                  
                                                                          
                                                                          
                                                                          
                                                                         
                                                                         
                                                                         
                                                                          
                                                   
                                                   
                                                   
                                                    

          COLLATERAL ASSIGNEE:                                            
                                                                          
                                                                          
                                    Pomeroy Computer Resources, Inc.       
                             
                            
                            
                            

          This Collateral Assignment Split Dollar Agreement was recorded by
          New York Life Insurance Company on ________________, 1998.

                                             NEW   YORK   LIFE    INSURANCE
          COMPANY



                                             By:
          _____________________________
                                                                 (Name  and
          Title)


























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