AGREEMENT
                                              
                                              
                                              


          This  Agreement  made   and  entered  into   this  ____  day   of
          ____________,  1998,  by  and  between  J.  WALTER  DUNCAN,   JR.
          (hereinafter  referred  to  as  "Owner")  and  POMEROY   COMPUTER
          RESOURCES, INC., a Delaware corporation (hereinafter referred  to
          as "Pomeroy").

                                W I T N E S S E T H :

          WHEREAS, simultaneously with  the execution of  this Agreement,  
          Pomeroy entered into a Stock Purchase Agreement ("Stock  Purchase
          Agreement") with Owner,  as Trustee of the J. Walter Duncan,  Jr.
          Revocable Trust, Nicolas V. Duncan, James  B. Kite, Jr., O.  Dean
          Higganbotham, and  Dale  Higganbothan  (hereinafter  referred  to
          collectively  as  the  _Shareholders_)  for  the  acquisition  by
          Pomeroy of one hundred percent (100%) of the outstanding  capital
          shares  in  Global  Combined  Technologies,  Inc.,  an   Oklahoma
          corporation (_Company_); and

          WHEREAS, immediately prior to the Closing Date (as defined in the
          Stock Purchase  Agreement)  Owner  owned  14,901  shares  of  the
          outstanding capital stock of Company; and

          WHEREAS, Pomeroy would not have  entered into the Stock  Purchase
          Agreement with all  of the  Shareholders without  the consent  of
          Owner to enter into this covenant not to compete agreement; and

          WHEREAS,  pursuant  to  Article   VII  of  said  Stock   Purchase
          Agreement, Owner agreed to enter into this Agreement;

          NOW, THEREFORE,  in  consideration  of the  mutual  promises  and
          covenants herein contained and in consideration of the  execution
          and closing of the Stock  Purchase Agreement, the parties  hereto
          agree as follows:

          1.   As an  inducement  for  Pomeroy  to  enter  into  the  Stock
               Purchase Agreement  with the  Shareholders, Owner  covenants
               and agrees that  for a  period of  five (5)  years from  the
               Closing Date  as defined  in the  Stock Purchase  Agreement,
               Owner  neither  by  himself  nor  with  any  other   person,
               corporation or entity, directly  or indirectly, by stock  or
               other  ownership,  investment,  management,  employment   or
               otherwise, or in any relationship whatsoever:

               (a)  Solicit, divert or  take away, or  attempt to  solicit,
                    divert or  take away,  any  of the  business,  clients,
                    customers or  patronage of  Pomeroy or  any  subsidiary
                    thereof relating to the Business of Pomeroy, as defined
                    below; or
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               (b)  Attempt to seek  or cause any  clients or customers  of
                    Pomeroy or  any of  its  subsidiaries to  refrain  from
                    continuing their patronage of the Business of  Pomeroy;
                    or

               (c)  Engage in the Business of Pomeroy in any state in which
                    Pomeroy or any of its subsidiaries has an office during
                    the term of this  Agreement.  A list  of the states  in
                    which Pomeroy  and any  of its  subsidiaries  currently
                    transact business is attached hereto as Exhibit A;

               (d)  Knowingly employ  or engage,  or attempt  to employ  or
                    engage, in any  capacity, any person  in the employ  of
                    Pomeroy and any of its subsidiaries.

               (e)  Nothing in  this Agreement  shall prohibit  Owner  from
                    owning or purchasing less than five percent (5%) of the
                    outstanding stock of any publicly traded company  whose
                    stock  is  traded   on  a   nationally  or   regionally
                    recognized stock exchange or is quoted on NASDAQ or the
                    OTC Bulletin Board or from taking any action  described
                    in items 1(b)  - (d)  above for  the benefit  of or  on
                    behalf of Pomeroy or any of its subsidiaries.

                    For purposes of this Section, the _Business of Pomeroy_
                    shall mean  any  person,  corporation,  partnership  or
                    other legal  entity  engaged, directly  or  indirectly,
                    through subsidiaries  or affiliates,  in the  following
                    line of business:

                    (i)  Distributing  of   computer  hardware,   software,
                         peripheral  devices,  and  related  products   and
                         services to other entities  or persons engaged  in
                         any manner in  the business  of the  distribution,
                         sale,  resale   or  servicing,   whether  at   the
                         wholesale or retail level, or leasing or  renting,
                         of   personal    computer   hardware,    software,
                         peripheral devices or related products;

                    (ii) Sale or  servicing, whether  at the  wholesale  or
                         retail level, or leasing  or renting, of  personal
                         computer hardware, software, peripheral devices or
                         related products; and

                    (iii)     Sale or servicing  of microcomputer  products
                         and  computer  integration  products,   peripheral
                         devices and  related  products  and  the  sale  of
                         microcomputer products  and  computer  integration
                         and networking services.




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               Owner has carefully  read all  the terms  and conditions  of
               this Paragraph 1 and has given careful consideration to  the
               covenants and restrictions  imposed upon  Owner herein,  and
               agrees that the  same are necessary  for the reasonable  and
               proper protection  of the  business of  Company acquired  by
               Pomeroy by virtue of the acquisition  of all of the  capital
               shares in the Company and have been separately bargained for
               and agrees that Pomeroy has been  induced to enter into  the
               Stock Purchase Agreement and pay the consideration described
               in Paragraph 2 by the representation  of Owner that he  will
               abide  by  and  be  bound  by  each  of  the  covenants  and
               restrictions herein;  and  Owner agrees  that  Pomeroy  will
               suffer irreparable injury in the event of a breach by Owner,
               and Owner  agrees that  Pomeroy  is entitled  to  injunctive
               relief in  the  event  of any  breach  of  any  covenant  or
               restriction  contained  herein  in  addition  to  all  other
               remedies  provided  by   law  or  equity.     Owner   hereby
               acknowledges that each and every  one of said covenants  and
               restrictions is  reasonable  with  respect  to  the  subject
               matter, the  line  of  business,  the  length  of  time  and
               geographic area embraced therein, and agrees that  irrespec-
               tive of  when  or  in what  manner  this  agreement  may  be
               terminated,  said  covenants   and  restrictions  shall   be
               operative during  the full  period or  periods  hereinbefore
               mentioned and throughout the area hereinbefore described.

               The parties acknowledge that this Agreement, which Agreement
               is ancillary  to  the  main thrust  of  the  Stock  Purchase
               Agreement, is  being entered  into to  protect a  legitimate
               business interest of Pomeroy including, but not limited  to,
               (i) trade secrets;  (ii) valuable  confidential business  or
               professional information that otherwise does not qualify  as
               trade secrets; (iii) substantial relationships with specific
               prospective or existing customers or clients; (iv) client or
               customer good will  associated with an  ongoing business  by
               way of trade  name, trademark, or  service mark, a  specific
               geographic location, or a specific marketing or trade  area;
               and (v) extraordinary or specialized training.  In the event
               that any provision or portion of this Paragraph 1 shall  for
               any reason be  held invalid or  unenforceable, it is  agreed
               that  the   same   shall   not  affect   the   validity   or
               enforceability of any other provision of Paragraph 1 of this
               Agreement, but the  remaining provisions of  Paragraph 1  of
               this Agreement shall continue in force and effect; and  that
               if such invalidity or unenforceability is due to the reason-
               ableness of the line of business, time or geographical  area
               covered by certain covenants  and restrictions contained  in
               Paragraph  1,   said   covenants  and   restrictions   shall




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               nevertheless be effective for such line of business,  period
               of  time  and  for  such  area  as  may  be  determined   by
               arbitration or by  a Court of  competent jurisdiction to  be
               reasonable.

          2.   The consideration for Owner's covenant not to compete  shall
               be One  Dollar  ($1.00) and  other  valuable  consideration,
               including  consideration  paid  by  the  Pomeroy  to   Owner
               pursuant to the Stock Purchase Agreement. 

          3.   The terms and conditions of this Agreement shall be  binding
               upon the Owner and Pomeroy, and their respective successors,
               heirs and assigns.

          4.   This Agreement  shall be  construed in  accordance with  and
               governed by the laws of the Commonwealth of Kentucky,  which
               is the state in which the corporate headquarters of  Pomeroy
               are located.

          IN WITNESS WHEREOF, the parties hereto have executed this  Agree-
          ment on the day and year first above written.

                                               
                                              
                                               
                                          OWNER:



               __________________________________
                                          J. WALTER DUNCAN, JR.



                                                 
                                                
                                                 
                                          POMEROY:

                                          POMEROY   COMPUTER  RESOURCES   ,
          INC.



               By:________________________________














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