PROMISSORY NOTE 
                  Borrower: POMEROY COMPUTER LEASING COMPANY, INC.;
                            1020 PETERSBURG ROAD
                            HEBRON, KY 41048

          Lender: STAR BANK, NATIONAL ASSOCIATION ET.  AL.
                     EQUIPMENT FINANCE DIVISION
                     425 WALNUT STREET
                     CINCINNATI,   OH 45202 
           Principal Amount:         $ 100,000.00
           Initial Rate: 7.750%                       
           Date of Note: May 30, 1997

           PROMISE TO  PAY.   POMEROY COMPUTER  LEASING COMPANY,  INC.  and
           POMEROY COMPUTER  RESOURCES,  INC.  (referred to  in  this  Note
           individually  and  collectively   as  "Borrower')  jointly   and
           severally promise  to pay  to  STAR BANK,  NATIONAL  ASSOCIATION
           ('Lender"), or order, in  lawful money of  the United States  of
           America, the principal amount of  One Hundred Thousand &  00/100
           Dollars ($100,000.00),  together  with interest  on  the  unpaid
           principal balance from May 30, 1997, until paid in full.

           PAYMENT.  Borrower will pay this  loan In one principal  payment
           of $100,000.00 plus interest on May 30, 1998.  This payment  due
           May 30, 1998, will be for all principal and accrued interest not
           yet paid.    In  addition, Borrower  will  pay  regular  monthly
           payments of all accrued unpaid interest  due as of each  payment
           date, beginning  June 30,  1997,  with all  subsequent  interest
           payments to be  due on the  last day of  each month after  that.
           Interest on this Note is computed on a  365/360 simple interest
           basis; that is, by applying  the ratio  of the annual interest
           rate over  a year of year of  360  days, multiplied by outstanding
           principal balance, multiplied by actual number of days the
           principal balance is outstanding. Borrower will pay  Lender at
           Lender's address shown above  or at such other place as Lender
           may designate in writing.  Unless otherwise agreed or  required 
           by applicable law,  payments will be  applied first  to  accrued
           unpaid interest, then to principal, and any remaining amount to
            any unpaid collection costs and late charges. 
           VARIABLE INTEREST  RATE.   The interest rate  on this  Note  is 
           subject to change from time to time based on changes in an index
            which is the STAR BANK  PRIME (the "Index').  The Index  is not
            necessarily the lowest rate charged by  Lender on its loans  and 
           is set by Lender in its sole discretion.   If the Index becomes   
         unavailable during the term of this loan, Lender may designate a   
         substitute index  after notifying Borrower.   Le
           ower understands that Lender may  make loans based on other
           rates as well.   The interest  rate change will not occur  more 
           often than each month  on the first day of  the following month 
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           after the  Prime Change.   The Index  currently is  8.500%  per 
           annum.  The interest rate to be applied to the unpaid  principal  
          balance of  this Note  will be  at a  rate of  0.750  percentage
           points under the Index, resulting in  an initial rate of  7.750%
           per annum.   NOTICE: Under  no circumstances  will the interest
           rate on  this Note be more than  the maximum rate allowed by 
           applicable law.

            PREPAYMENT; MINIMUM INTEREST  CHARGE.  In  any event, even upon
            full prepayment of this  Note, Borrower understands that Lender
            is entitled to a minimum interest charge of $50.00.  Other than
            Borrower's  obligation  to  pay  any  minimum  interest charge
            Borrower may pay without penalty all -or a portion of the amount
            owed earlier than it is due.  Early payments will not, unless a
            greed to by  Lender in writing,  relieve Borrower 
            rule.  Rather, they will reduce the principal balance due. 
            LATE CHARGE.   If a payment  is 10 days or more late. Borrower
            will be charged 5.000% of  the regularly  scheduled payment  or
            $50.00, whichever is greater. 
 
          DEFAULT.  Borrower will be  in default if any  of the following  
          happens: (a) Borrower fails  to make any payment when due. (b)   
         Borrower breaks  any promise  Borrower has made  to Lender,  or  
           statement  made  or  furnished  to  Lender  by  Borrower or  on
            Borrower's behalf is false or misleading in any material respect
           either now  or  at the  time  made or  furnished. (d)  Borrower 
           becomes insolvent,  a  receiver  is appointed-for  any  part  of
            Borrower's  property,  Borrower  makes  an  assignment  for  the
            benefit of creditors, or any proceeding is commenced  either  by
            Borrower or against Borrower under any bankruptcy or insolvency
           laws. (e) Any creditor tries to take any of Borrower's property
           on or in  which Lender has a  lien or  security interest.   This
           includes a  garnishment  of  any  of  Borrower's  accounts  with
           Lender. (f) Any guarantor  dies  or  any of  the other  events
           described in this  default section  occurs with  respect to  any
            guarantor of this Note. (g) A material adverse change occurs in
            Borrower's financial condition, or Lender believes the  prospect
           of payment or performance of  the Indebtedness is impaired.  (h) 
           Lender in good in good faith deems itself insecure.

            LENDER'S RIGHTS.   Upon default, Lender  may declare the entire
           unpaid principal balance  on this  Note and all accrued  unpaid 
           interest immediately due, without notice, and then Borrower will 
           pay that amount.  Upon  default, including  failure to pay upon  
          final maturity, Lender,  at its option,  may also, if  permitted
           under applicable law,  increase the  variable interest  rate  on
            this Note 3.000 percentage points.  The interest  rate will not
           exceed the maximum rate permitted by applicable law.  Lender may 
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           hire or pay  someone else to help collect this  Note if Borrower
           does not pay.  Borrower also will pay Lender that amount.  This
           includes, subject to any  limits under applicable law,  Lender's
           attorneys' fees and Lender's legal expenses whether or not there 
           is a lawsuit, including attorneys'  fees and legal expenses  for 
           bankruptcy proceedings (including  efforts to  modify or  vacate
           any automatic stay or injunction), appeals, and any anticipated
           post-judgment  collection  services.    If  not  prohibited   by
           applicable law,  Borrower  also will  pay any   court costs,  in
           addition to all other sums provided by law.  This Note has been 
           delivered to Lender and accepted by Lender in the State of Ohio.
            If there is a lawsuit, Borrower agrees upon Lender's request  to
           submit to the jurisdiction of the courts of HAMILTON County, the
           State of Ohio.   Lender and Borrower hereby  waive the right  to
           any jury  trial  in  any  action,  proceeding,  or  counterclaim
           brought by either Lender  or Borrower against  the other.   This
           Note shall be governed by and  construed in accordance with  the
           laws of the State of Ohio.

           CONFESSION OF JUDGMENT.  Borrower hereby irrevocably  authorizes
           and empowers any attorney-at-law, including an attorney hired by
           Lender, to appear in any court of record and to confess judgment
           against Borrower for the unpaid amount of this Note as evidenced
           by an affidavit signed by an officer of Lender setting forth the 
           amount then due, plus attorneys' fees as provided in this Note 
           plus costs of  suit, and to  release all errors,  and waive  all
           rights of  appeal.   If a  copy of  this Note,  verified  by  an
            affidavit, shall have been filed in the proceeding, it will  not
           be necessary  to file  the original  as a  warrant of attorney.  
          Borrower waives  the right  to any  stay  of execution and the  
          benefit of all exemption  laws now or hereafter  in effect.   No
            single exercise of  the foregoing warrant  and power to  confess
           judgment will be deemed to exhaust the power, whether or not any
           such exercise  shall  be  held by  any court to be invalid.  
          voidable, or void; but the power will continue undiminished and
           may be exercised from time to time as Lender may elect until all 
           amounts owing on  this Note have  been paid in  full.  Borrower  
          waives any conflict of interest that an attorney hired by Lender 
           may have in acting on behalf of Borrower in confessing judgment 
           against Borrower  while such  attorney  is retained  by  Lender.
            Borrower expressly consents to such attorney acting for Borrower
             DISHONORED ITEM  FEE.   Borrower will  pay a f
           $20.00 if Borrower makes  a payment on  Borrower's loan and  the
           check or preauthorized charge with which Borrower pays is later 
           dishonored.
            RIGHT OF  SETOFF.    Borrower grants  to  Lender  a  contractual
           possessory security interest  in, and  hereby assigns,  conveys,
           delivers, pledges, and transfers to Lender all Borrower's riaht.
           title and interest in  


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           other account), including without  limitation all accounts  held
           jointly with someone else and all accounts Borrower may open  in
           the future,

           05-30-1997
           PROMISSORY NOTE

                                             (Continued)
          excluding however  all  IRA and  Keogh  accounts, and  all  trust
          accounts for  which the  grant of  a security  interest would  be
          prohibited by law.   Borrower  authorizes Lender,  to the  extent
          permitted by applicable law, to charge  or setoff all sums  owing
          on this Note against any and all such accounts.

          BUSINESS CHECKING PLUS  LINE OF CREDIT.   This  Note evidences  a
          revolving Business Checking Plus line of credit.

          GENERAL PROVISIONS.  If any part of this Note cannot be enforced,
          this fact will not affect the  rest of the Note.  In  particular,
          this section means  (among other things)  that Borrower does  not
          agree or intend to  pay, and Lender does  not agree or intend  to
          contract  for,  charge,   collect,  take,   reserve  or   receive
          (collectively referred  to herein  as 'charge  or collect'),  any
          amount in the nature of  interest or in the  nature of a fee  for
          this loan, which  would in any  way or  event (including  demand,
          prepayment, or acceleration)  cause Lender to  charge or  collect
          more for this loan than the maximum Lender would be permitted  to
          charge or collect by federal law or the law of the State of  Ohio
          (as applicable).   Any such excess  interest or unauthorized  fee
          shall, instead of  anything stated  to the  contrary, be  applied
          first to reduce the principal balance of this loan, and when  the
          principal has been paid in full, be refunded to Borrower.  Lender
          may delay or forgo enforcing any of its rights or remedies  under
          this Note without  losing them.   Each  Borrower understands  and
          agrees that, with or without notice to Borrower, Lender may  with
          respect to any  other Borrower (a)  make one  or more  additional
          secured or unsecured loans or otherwise extend additional credit;
          lb) alter, compromise,  renew, extend,  accelerate, or  otherwise
          change one or more times the time for payment or other terms  any
          indebtedness, including increases  and decreases of  the rate  of
          interest on  the  indebtedness; (r-)  exchange,  enforce,  waive,
          subordinate, fail  or  decide not  to  perfect, and  release  any
          security, with or without the substitution of new collateral; (d)
          apply such  security  and direct  the  order or  manner  of  sale
          thereof,  including  without  limitation,  any  nonjudicial  sale
          permitted by the terms of the controlling security agreements, as
          Lender in its discretion may determine; (a) release,  substitute,
          agree not to  sue, or  deal with any  one or  more of  Borrower's
          sureties, endorsers, or other guarantors on  any terms or in  any
          manner Lender may choose;  and (f) determine  how, when and  what
          application of payments and  credits shall be  made on any  other
          indebtedness owing  by such  other borrower.   Borrower  and  any
          other person who signs, guarantees or endorses this Note, to  the
          extent allowed  by law,  waive presentment,  demand for  payment,
          protest and notice of dishonor.  Upon any change in the terms  of
          this Note, and unless otherwise  expressly stated in writing,  no
          party  who  signs  this   Note,  whether  as  maker,   guarantor,

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          accommodation  maker  or   endorser,  shall   be  released   from
          liability.   All such  parties agree  that  Lender may  renew  or
          extend (repeatedly  and for  any length  of time)  this loan,  or
          release any party or guarantor or collateral; or impair, fail  to
          realize  upon  or  perfect  Lender's  security  interest  in  the
          collateral; and take any other action deemed necessary by  Lender
          without the consent  of or notice  to anyone.   All such  parties
          also agree that Lender may modify  this loan without the  consent
          of or  notice  to anyone  other  than  the party  with  whom  the
          modification is made.  The obligations under this Note are  joint
          and several.

          PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL
          THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE
          PROVISIONS.  EACH BORROWER  AGREES TO THE TERMS  OF THE NOTE  AND
          ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.


             NOTICE: FOR THIS  NOTICE 'YOU'  MEANS THE  BORROWER AND  "HIS'
             MEANS LENDER.

             WARNING - BY  SIGNING THIS  PAPER YOU  GIVE UP  YOUR RIGHT  TO
             NOTICE AND COURT TRIAL.   IF YOU DO NOT  PAY ON TIME, A  COURT
             JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE
             AND THE POWERS  OF A  COURT CAN BE  USED TO  COLLECT FROM  YOU
             REGARDLESS OF ANY  CLAIMS YOU  MAY HAVE  AGAINST THE  CREDITOR
             WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS  PART
             TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.
          BORROWER:
                              INC., Co-B

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