ASSIGNMENT AND ASSUMPTION AGREEMENT

      THIS ASSIGNMENT and Assumption Agreement ("Assignment")  is
made  this 24th day of July, 1997 by and between MICROCARE, INC.,
an  Indiana corporation ("MI"), and  MICROCARE COMPUTER SERVICES,
INC.,  an  Indiana  corporation  ("MCI"),  and  POMEROY  COMPUTER
RESOURCES, INC., a Delaware corporation ("Purchaser").

     WHEREAS, pursuant to an Asset Purchase Agreement, dated July
24th,  1997  (the "Agreement"), by and between  MI  and  MCI  and
Robert  L. Versprille, Purchaser wishes to assume MI's and  MCI's
rights, benefits and privileges of certain contracts, and MI  and
MCI  are  desirous of assigning to Purchaser all of their rights,
benefits and privileges in certain contracts;

      NOW,  THEREFORE, in consideration of the foregoing and  the
agreements  and  covenants herein set forth, and other  good  and
valuable  consideration paid by Purchaser  to  MI  and  MCI,  the
receipt  and  sufficiency of which are hereby  acknowledged,  the
parties agree as follows:

ASSIGNMENT:
1.    MI  and MCI do hereby sell, assign, transfer and convey  to
Purchaser,  to  the extent legally permitted, the  contracts  set
forth  on Exhibit "A" attached hereto, and all of MI's and  MCI's
rights, interest, benefits and privileges thereunder.

ADDITIONAL ACTION BY MI AND MCI:
2.    To the extent this Assignment does not result in a complete
transfer  of  the contracts to Purchaser because of a prohibition
in  the contracts against MI's and MCI's assignment of any of its
rights  thereunder, MI and MCI shall cooperate with Purchaser  in
any  reasonable  manner  proposed by Purchaser  to  complete  the
acquisition of the contracts and MI's and MCI's rights,  benefits
and  privileges thereunder in order to fulfill and carry out MI's
and  MCI's  obligations  under the  Agreement.   Such  additional
action  may include, but is not limited to: (i)  entering into  a
subcontract  between  MI  and  MCI  and  Purchaser  which  allows
Purchaser  to  perform MI's and MCI's duties under the  contracts
set  forth  on  Exhibit "A" and to enforce MI's and MCI's  rights
thereunder; (ii) The sale of MI's and MCI's stock owned by Robert
L.  Versprille  to Purchaser on terms to which  the  parties  may
mutually  agree to allow Purchaser to operate MI  and  MCI  as  a
wholly  owned  subsidiary  to enforce  the  contracts;  or  (iii)
entering  into  a  new multi-party agreement with  the  customers
identified in the contracts set forth on Exhibit "A" which allows
Purchaser to perform MI's and MCI's obligations and enforce  MI's
and MCI's rights under the contracts.

ASSUMPTION OF OBLIGATIONS:
3.    Purchaser  shall  be responsible for  the  performance  and
discharge  of  all the duties and obligations of MI contained  in
the  contracts set forth on Exhibit "A" upon the earlier to occur
of:  (i)  the  completion of the assignment of the contracts  and
MI's  rights,  interest, benefits and privileges  thereunder;  or
(ii) in accordance with any proposed transaction contemplated  or
set forth in Paragraph 2 hereof.

BINDING EFFECT:
4.    All of the covenants, terms and conditions set forth herein
shall  be  binding  upon and shall inure to the  benefit  of  the
parties hereof and their respective successors and assigns.

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       IN   WITNESS  WHEREOF,  the  parties  have  executed  this
Assignment as of the date first above written.

Witnesses:                         MICROCARE, INC.

________________________


________________________                                      By:
_______________________________
                                       Robert    L.   Versprille,
President



                                MICROCARE COMPUTER SERVICES, INC.

________________________


________________________
By:_______________________________
                                          Robert  L.  Versprille,
President


                                POMEROY COMPUTER RESOURCES, INC.

________________________


________________________
BY:________________________________





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