POMEROY COMPUTER RESOURCES, INC.

                                EMPLOYMENT AGREEMENT

           THIS AGREEMENT made  as of  the 26th day  of June,  1997, by  and
          between POMEROY COMPUTER RESOURCES, INC., a Delaware  corporation
          ("Company"), and ISRAEL FINTZ ("Employee").

                                W I T N E S S E T H :

          WHEREAS, Company  has entered  into an  Asset Purchase  Agreement
          ("Purchase Agreement") of even date herewith pursuant to which it
          bought substantially all the  assets of MAGIC BOX,  INC. ( "MAGIC
          BOX" ); and

          WHEREAS, Employee  owns forty  percent (40%)  of the  outstanding
          stock of MAGIC BOX; and

          WHEREAS, as an  inducement for  and in  consideration of  Company
          entering  into  the  Purchase   Agreement  with  MAGIC  BOX   and
          purchasing substantially all its  assets, Employee has agreed  to
          enter into  and execute  this  Employment Agreement  pursuant  to
          Section 5 thereof; and

          WHEREAS, Company  desires to  engage  the services  of  Employee,
          pursuant to the terms,  conditions and provisions as  hereinafter
          set forth. 

          NOW, THEREFORE, in  consideration of the  foregoing premises  and
          the  mutual  covenants  herein  set  forth,  the  parties  hereby
          covenant and agree as follows: 

          1.   Employment.  The Company agrees to employ the Employee,  and
          the Employee  agrees to  be employed  by  the Company,  upon  the
          following terms and conditions.


          2.   Term.  The initial term of Employee's employment pursuant to
          this Agreement shall  begin on the  26th day of  June, 1997,  and
          shall continue for a period of three (3) years and nine (9)  days
          ending July 5,  2000 unless  terminated earlier  pursuant to  the
          provisions of Section 10, provided that  Sections  8, 9, 10(b)  ,
          10(c), if applicable,  and 11, if  applicable, shall survive  the
          termination of  such employment and  shall expire  in accordance
          with the terms set forth therein.


          3.   Renewal Term.   The  term  of  Employee's  employment  shall
          automatically renew for additional  consecutive renewal terms  of
          one (1) year unless either party gives written notice of  his/its

                                     E-64   
<PAGE>

          intent not to renew the terms of this Agreement ninety (90)  days
          prior to expiration of the then  expiring term.  Employee's  base
          salary for  each renewal  term shall  be determined  by  Company,
          provided, however, Employee's annual base salary for any  renewal
          term shall not  be less than  the base salary  in effect for  the
          prior year. 

          4.   Duties.   Employee shall serve  as Executive  Vice-President
          for the Company's Southern Florida  division.  Employee shall  be
          responsible to and report directly  to the corporate officers  of
          Company.  Employee shall devote  his reasonable best efforts  and
          substantially all his  time during normal  business hours to  the
          diligent, faithful  and  loyal discharge  of  the duties  of  his
          employment and  towards  the  proper,  efficient  and  successful
          conduct of the  Company's affairs.   Employee shall perform  such
          duties in Dade or Broward Counties, Florida.  The duties assigned
          to Employee  shall  not  be  inconsistent  with  those  typically
          assigned to a  person holding the  position set  forth above  and
          Employee shall at  all times have  such powers  and authority  as
          shall be  reasonably  required to  discharge  such duties  in  an
          efficient manner, together with  such facilities and services  as
          are appropriate to his position.  Employee shall have veto  power
          over the  dismissal  of  employees  of  Company's  South  Florida
          division, except for employees dismissed for cause.  For purposes
          of this  Section,  " for cause "  shall  be  defined  in  Section
          10(a)(iv), except the cure period set forth therein shall not  be
          applicable.  Company agrees to offer employment agreements to all
          key employees of  Company's South Florida  division within  sixty
          (60) days of closing.  Employee further agrees to refrain during
          the term of  this Agreement from  making any  sales of  competing
          services or products which Company or its subsidiaries provide or
          from profiting from any  transaction involving computer  services
          or products for his account  without the express written  consent
          of Company, other than  any investment that  Employee may own  in
          Ace Education, Inc., a computer training business. 

          5.   Compensation.   For all  services rendered  by the  Employee
          under this  Agreement (in  addition to  other monetary  or  other
          benefits referred  to  herein),  compensation shall  be  paid  to
          Employee as follows:

               (a)   Base Salary:

                     (i) During the period  June 26, 1997  through July  5,
          1997, Employee shall be paid the sum of Two Thousand Nine Hundred
          Forty-Two and 30/100 Dollars ($2,942.30) per week.   Compensation
          due for a period of less than one (1) week shall be prorated  for
          such period on the basis of a seven-day week. 

                     (ii)     Employee shall be paid an annual base  salary
          of One Hundred Fifty-Three Thousand Dollars ($153,000.00)  during

                                     E-65   
<PAGE>

          the first full year  (July 6, 1997 through July 5, 1998) of  this
          Agreement. 

                     (iii)    Employee shall be paid an annual base  salary
          of  One  Hundred  Sixty    Thousand  Six  Hundred  Fifty  Dollars
          ($160,650.00) during the second full year  (July 6, 1998  through
          July 5, 1999) of this Agreement.

                     (iv)     Employee shall be paid an annual base  salary
          of One Hundred  Sixty-Eight Thousand Six  Hundred Eighty-Two  and
          50/100 Dollars ($168,682.50) during the third full year  (July 6,
          1999 through July 5, 2000) of this Agreement.

                     (v) Said  annual  base  salary  shall  be  payable  in
           accordance with the historical payroll practices of the  Company.

               (b)   In addition to Employee's base salary as set forth in
          Section 5(a) above,  Employee shall be  entitled to  a bonus  and
          incentive stock  option award  in  the event  Employee  satisfies
          certain  economic  criteria  pertaining  to  Company's   Southern
          Florida division, as follows: 

                     (i) gross sales of Company's Southern Florida division
           greater  than   $9,000,000.00  but   less   than  or   equal   to
          $9,500,000.00 with NPBT  greater than 6%  = $7,500.00 cash  bonus
          plus 750 incentive stock options;

                     (ii)     gross sales  of  Company's  Southern  Florida
          division greater than  $9,500,000.00 but  less than  or equal  to
          $10,000,000.00 with  NPBT greater  than  5.5% =  $10,000.00  cash
          bonus plus 1,000 incentive stock options;

                     (iii)    gross sales  of  Company's  Southern  Florida
          division greater than  $10,000,000.00 but less  than or equal  to
          $12,000,000.00 with NPBT greater than 5% = $12,000.00 cash  bonus
          plus 1,500 incentive stock options;

                     (iv)     gross sales  of  Company's  Southern  Florida
          division greater than  $12,000,000.00 but less  than or equal  to
          $15,000,000.00 with  NPBT greater  than  4.5% =  $15,000.00  cash
          bonus plus 2,500 incentive stock options; and

                     (v) gross sales of Company's Southern Florida division
           greater  than  $15,000,000.00  with   NPBT  greater  than  4%   =
          $25,000.00 cash bonus plus 3,500 incentive stock options.    

                     (vi)     For  purposes  of  this  Section,  the   term
          "gross sales"   shall mean the gross sales of equipment, software
           and services by Company's Southern  Florida division.  In  making
          said gross sales determination, all gains and losses realized  on
          the sale  or  other  disposition of  Company's  Southern  Florida
          division's assets not in the ordinary course of business shall be

                                     E-66
<PAGE>                                           

          excluded.   All refunds  or returns  which are  made during  such
          period shall  be subtracted  along with  all accounts  receivable
          derived from sales which  are written off  during such period  in
          accordance with Company's  accounting system.   Such gross  sales
          and net  pre-tax  profit  margin of  Company's  Southern  Florida
          division  shall  be  determined  by  the  independent  accountant
          regularly retained by  the Company in  accordance with  generally
          accepted accounting  principles  and  the  determination  by  the
          accountant shall  be  final,  binding  and  conclusive  upon  all
          parties hereto.  Commencing with the earlier of thirty (30)  days
          after the installation of the Astea accounting system or  January
          6, 1998, in making said  determination of the applicable  pre-tax
          margin for the  Company's Southern Florida  division, a 1.5%  MAS
          royalty fee on gross sales shall be paid to the Company  incident
          to said  determination.   For each  subsequent year,  during  the
          initial term of this Agreement, the parties shall, in good faith,
          agree upon a MAS royalty fee to be charged hereunder based on the
          level of services and  support being provided  by the Company  to
          its Southern Florida division.   Provided, however, such  royalty
          fee shall  be  1.5% if  the  parties are  unable  to come  to  an
          agreement for each subsequent year.   Fifty percent (50%) of  any
          amount earned  under  Section  5(b) above  shall  be  payable  to
          Employee within  thirty (30)  days of  the determination  by  the
          accountant as a bonus and the remaining fifty percent (50%)  will
          constitute incentive deferred compensation and will be payable to
          Employee  according   to   the  terms   of   Incentive   Deferred
          Compensation  Agreement  attached  hereto  as  Exhibit  A.    Any
          incentive deferred  compensation shall  be  fully vested  over  a
          five-year period, vesting 20% percent per year from the effective
          date of this Agreement. 

                     (vii)    For the year 1997, the economic criteria  and
          the pay out amount  and stock option award  set forth in  Section
          5(b) above shall be prorated to  reflect the closing date of  the
          transaction with Magic Box. 

                     (viii)   Any award  of an  incentive stock  option  to
          acquire common stock of the Company earned hereunder shall be the
          fair market value of such stock  as of January 5, 1998 and  shall
          be subject  to all  conditions contained  in the  Company's  Non-
          Qualified and Incentive Stock Option Plan. 

                     (ix)     The parties agree  that in  January of  1998,
          1999 and 2000 (for the remaining  portion of the initial term  of
          this  Agreement),  they   will  negotiate  in   good  faith   the
          implementation  of  an  annual   bonus  and  incentive   deferred
          compensation plan for Employee for the remaining fiscal years  of
          this Agreement which  will be predicated  upon the attainment  by
          Company's Southern Florida division of certain economic  criteria
          established at the outset of such calendar year.  Such bonus  and
          incentive deferred compensation  plan for the  remaining term  of
          this Agreement  shall  be  consistent  with  other  of  Company's

                                     E-67
<PAGE>

          management  personnel  holding  positions  similar  to  that   of
          Employee.

                     (x) For  purposes   of   this  Agreement,   the   term
          Company's Southern Florida division  shall mean the  business
           generated and emanating out  of the acquisition of  substantially
          all the assets of Magic Box, Inc.

          6.   Fringe Benefits.    During  the  term  of  this   Agreement,
          Employee shall be entitled to the following benefits: 

               (a)   Health Insurance  - Employee  shall be  provided with
          the  standard  family  medical  health  and  insurance   coverage
          maintained by Company  on its  employees.   Company and  Employee
          shall each pay fifty percent (50%) of the cost of such  coverage.

               (b)   Vacation - Employee shall be entitled  each year to a
          vacation of three  (3) weeks during  any time of  the year  which
          Employee selects, during which time his compensation will be paid
          in full.    Provided,  however,  such  weeks  may  not  be  taken
          consecutively without the written consent of Company.

               (c)   Retirement Plan  -  Employee  shall  be  entitled  to
          participate,  after  meeting  eligibility  requirements,  in  any
          qualified retirement plans and/or welfare plans maintained by the
          Company during the term of this Agreement.

               (d)   Other Company Programs  - Employee shall  be eligible
          to participate in any other plans or programs implemented by  the
          Company for all of its employees with duties and responsibilities
          similar to Employee. 

               (e)   Automobile Allowance - Company shall provide Employee
          with an automobile allowance of $700.00 per month during the term
          of this  Agreement.    Employee  shall  be  responsible  for  all
          insurance premiums, maintenance and  repair to any vehicle  owned
          or leased by him and for all expenses for gasoline or other items
          related to the upkeep of such vehicle.

               (f)   Cellular Telephone - Company shall reimburse Employee
          for all reasonable business expenses related to Employee's use of
          his cellular telephone in the furtherance of Company's  business.
           Such  expenses shall  be accounted  for in  accordance with  the
          reasonable policies and procedures established by the Company. 

               (g)   Employee shall be  responsible for any  and all taxes
          owed, if any, on the fringe benefits provided to him pursuant  to
          this Section 6. 

                                     E-68
<PAGE>


          7.   Expenses.    During  the   term  of  Employee's   employment
          hereunder,  Employee  shall   be  entitled   to  receive   prompt
          reimbursement  for  all  reasonable  and  customary  travel   and
          entertainment expenses or  other out-of-pocket business  expenses
          incurred by  Employee in  fulfilling  the Employee's  duties  and
          responsibilities hereunder, including, all expenses of travel and
          living expenses  while  away from  home  on business  or  at  the
          request of and in the service of the Company, provided that  such
          expenses are incurred  and accounted for  in accordance with  the
          reasonable policies and procedures established by the Company.

          8.   Non-Competition.    Employee   expressly  acknowledges   the
          provisions of Section  8 of  the Purchase  Agreement relating  to
          Employee's Covenant Not  to Compete with  Company.   Accordingly,
          such provisions of Section 8 are incorporated herein by reference
          to the extent as if restated in full herein.  In addition to  the
          consideration   received   under    this   Agreement,    Employee
          acknowledges that as a shareholder of MAGIC BOX, he has  received
          substantial consideration pursuant to such Purchase Agreement and
          that as  an  inducement  for, and  in  consideration  of  Company
          entering into this Agreement, Employee has agreed to be bound  by
          such  provisions  of  Section  8  of  the  Purchase  Agreement.  
          Accordingly, such provisions of Section 8 and Exhibit B-1 and the
          restrictions on Employee  thereby imposed shall  apply as  stated
          therein. 
           9.   Non-Disclosure and Assignment of Confidential Information
           The Employee acknowledges  that the Company's  trade secrets  and
          confidential and  proprietary  information,  including    without
          limitation:

               (a)   unpublished information concerning the Company's:

                     (i) research activities and plans,
                     (ii)     marketing or sales plans,
                     (iii)    pricing or pricing strategies,
                     (iv)     operational techniques,
                     (v) customer and supplier lists, and
                     (vi)     strategic plans;

               (b)   unpublished    financial    information,    including
          unpublished information concerning  revenues, profits and  profit
          margins;

               (c)   internal confidential manuals; and

               (d)   any "material inside  information" as such  phrase is
          used for  purposes of  the Securities  Exchange Act  of 1934,  as
          amended;

                                     E-69   
<PAGE>

          all constitute valuable, special and unique proprietary and trade
          secret information of the Company.  In recognition of this  fact,
          the Employee agrees that the Employee will not disclose any  such
          trade secrets or confidential or proprietary information  (except
          (i)  information   which  becomes   publicly  available   without
          violation of this  Employment Agreement or  is known by  Employee
          other than by reason of  employment by Company, (ii)  information
          of which the Employee did not know and should not have known  was
          disclosed to  the Employee  in violation  of any  other  person's
          confidentiality obligation,  and  (iii)  disclosure  required  in
          connection with any legal process),  nor shall the Employee  make
          use of any such information for the benefit of any person,  firm,
          operation or other entity except the Company and its subsidiaries
          or affiliates.   The Employee's obligation  to keep  all of  such
          information confidential  shall be  in effect  during and  for  a
          period of three (3) years after the termination of his employment
          in those  states where  Company has  business offices;  provided,
          however, that the  Employee will keep  confidential and will  not
          disclose any trade secret or similar information protected  under
          law as intangible  property (subject to  the same exceptions  set
          forth in  the parenthetical  clause above)  for so  long as  such
          protection under law is extended. 

          10.   Termination

               (a)   The Employee's  employment  with the  Company  may be
          terminated at any time as follows:

                 (i)     By the Employee at his discretion, upon sixty (60)
          days written notice to Company;

                (ii)     By Employee's death;

               (iii)     By Employee's physical or mental disability  which
          renders Employee unable  to perform  his duties  hereunder for  a
          consecutive period of  one hundred twenty  (120) days  or for  an
          aggregate of  one hundred  fifty (150)  days or  more during  any
          twelve-month period. 

                (iv)     By the Company, for cause upon fifteen (15)  day's
          written notice  to  Employee.   For  purposes of  this  paragraph
          10(a)(iv), the term "cause" shall mean termination upon:  (i) the
          continuous failure  by  Employee  to  substantially  perform  his
          material duties with  the Company  (other than  any such  failure
          resulting from his incapacity due to physical or mental illness),
          after a written demand  for substantial performance is  delivered
          to him by the Company,  which demand specifically identifies  the
          manner in which the Company believes that he has not continuously
          substantially performed his duties  and setting forth a  detailed
          mechanism for curing such conduct; (ii) the engaging by  Employee

                                     E-70
<PAGE>

          in conduct which is demonstrably and materially injurious to  the
          Company, monetarily or  otherwise, including but  not limited  to
          any material misrepresentation related to the performance of  his
          duties; (iii) the conviction of Employee of a felony (other  than
          driving related) or  other crime involving  theft or fraud,  (iv)
          Employee's gross neglect or gross misconduct in carrying out  his
          duties hereunder resulting, in either  case, in material harm  to
          the Company;  or  (v) any  material  breach by  Employee  of  any
          material  provision  of  this  Agreement.    Notwithstanding  the
          foregoing, Employee shall not be  deemed to have been  terminated
          for cause unless and until there shall have been delivered to him
          a copy of a resolution of  the Board of Directors of the  Company
          or any appropriately designated  committee of the Board,  finding
          that he  has engaged  in  the conduct  set  forth above  in  this
          Section 10(a)(iv), specifying the particulars thereof in  detail,
          and setting forth  a detailed mechanism  for curing such  conduct
          and Employee shall not have cured such conduct to the  reasonable
          satisfaction of the Board within thirty  (30) days of receipt  of
          such  resolution.

                 (v)     Commencing January 6, 1998, by the Company at  its
          discretion, without cause, upon  thirty (30) days written  notice
          to Employee; provided that  Company complies with the  provisions
          of Section 10(c).

                (vi)     By the Employee for Good Reason.  For purposes  of
          this Agreement,   Good Reason    shall  mean, without  Employee's
           express  consent,  the  occurrence   of  any  of  the   following
          circumstances: 

                         (A)  a  substantial   diminution   in   Employee's
          duties, responsibilities or  authority after  written demand  has
          been made upon Company by Employee and Company has had a  thirty-
          day period to correct such matter (except during any period  when
          the Employee is unable to perform all or substantially all of the
          Employee's duties  and/or responsibilities  as  a result  of  the
          Employee's  illness  (either   physical  or   mental)  or   other
          incapacity);

                         (B)  the  relocation   of  Employee's   place   of
          employment to outside Dade or Broward Counties, Florida;

                         (C)  any  material  breach  by  Company   of  the
          Agreement but  only  after  written demand  has  been  made  upon
          Company by  Employee  setting  forth  such  material  breach  and
          setting forth a  detailed mechanism for  curing such conduct  and
          Company has failed to cure such  breach within thirty (30)  days;
          or

                         (D)  a change in  control as hereinafter  defined,
          unless Employee has accepted employment with the successor entity
          and such successor entity  has assumed this Employment  Agreement

                                     E-71
<PAGE>

          pursuant to the provisions of Section  17.  For purposes of  this
          Agreement, a ``change in control    shall occur:   (i)  upon the
           sale or other disposition to a  person, entity or group (as  such
          term is  used in  Rule 13  d-5 promulgated  under the  Securities
          Exchange Act of 1934, as amended),  such person, entity or  group
          being referred to as an ``outside party'' of fifty percent (50%)
          or more of  the consolidated  assets of  the Company  taken as  a
          whole, or (ii) in the event shares representing a majority of the
          voting power of  Company are acquired  by a person  or group  (as
          such term  is used  in Rule  13 d-5)  of persons  other than  the
          holders of the common stock of Company on June 26, 1997. 

               (b)Compensation  upon  Termination:     In   the  event   of
          termination of employment,  the Employee  or his  estate, in  the
          event of death, shall be entitled  to his annual base salary  and
          other benefits provided hereunder to the date of his termination.
           In addition,  Employee shall be  entitled to  receive any  bonus
          accrued to the date of his termination of employment as  provided
          in Sections  5(b)  and  (c).   In  addition,  Employee  shall  be
          entitled to any vested  incentive deferred compensation that  may
          be due Employee pursuant  to the provisions  of Exhibit A,  which
          shall be payable (if applicable) pursuant to the terms thereof. 

               (c)In the  event  that Company  would  terminate  Employee's
           employment hereunder without cause  pursuant to Section  10(a)(v)
          or Employee  would  terminate  his  employment  for  Good  Reason
          pursuant to Section 10(a)(vi), Company shall be obligated to  pay
          Employee, as severance pay, Employee's annual base salary for the
          remaining  term,   including  the   current  renewal   term,   if
          applicable, of the Agreement (as set forth in Section 2) as  due.

          11.  Disability.  In the event that Employee becomes  temporarily
          disabled and/or totally and  permanently disabled, physically  or
          mentally,  which  renders  him  unable  to  perform  his   duties
          hereunder, Employee shall receive  one hundred percent (100%)  of
          his base annual salary (in effect at the time of such disability)
          for a period of one (1)  year following the initial date of  such
          disability (offset  by  any  payments to  the  Employee  received
          pursuant to disability benefit plans,  if any, maintained by  the
          Company.)  Such payments shall  be payable in twelve  consecutive
          equal monthly installments  and shall commence  thirty (30)  days
          after the determination by the  physicians of such disability  as
          set forth below. 

               For purposes of this Agreement, Employee shall be deemed  to
          be temporarily disabled and/or  totally and permanently  disabled
          if attested to by two qualified  physicians, (one to be  selected
          by Company and the other by Employee) competent to give  opinions
          in the area  of the  disabled Employee's  physical and/or  mental
          condition.  If the two physicians  disagree, they shall select  a

                                     E-72
<PAGE>

          third physician, whose opinion shall control.  Employee shall  be
          deemed to be temporarily disabled and/or totally and  permanently
          disabled if he shall become disabled as a result of any medically
          determinable  impairment  of  mind  or  body  which  renders   it
          impossible for such Employee to perform satisfactorily his duties
          hereunder, and  the  qualified  physician(s)  referred  to  above
          certify that such disability does, in  fact, exist.  The  opinion
          of  the   qualified  physician(s)   shall   be  given   by   such
          physician(s), in writing directed to the Company and to Employee.
           The physician(s) decision shall include the date that disability
          began, if possible,  and the 12th  month of  such disability,  if
          possible.  The decision of such  physician(s) shall be final  and
          conclusive and  the cost  of such  examination shall  be paid  by
          Employer.

          12.   Severability. In case any one (1) or more of the provisions
          or part of a provision contained in this Agreement shall be  held
          to be  invalid, illegal  or unenforceable  in any  respect,  such
          invalidity, illegality or unenforceability  shall not affect  any
          other provision or  part of a  provision of this  Agreement.   In
          such a situation, this Agreement shall be reformed and  construed
          as if such invalid, illegal  or unenforceable provision, or  part
          of a  provision,  had  never  been  contained  herein,  and  such
          provision or part  shall be reformed  so that it  will be  valid,
          legal and enforceable to the maximum extent possible.

           13.  Governing Law.    This  Agreement  shall  be  governed   and
           construed under the laws of the State of Florida and shall not be
          modified, waived or discharged, in whole or in part, except by an
          agreement in writing signed by the parties.

           14.  Notices.    All   notices,  requests,   demands  and   other
          communications relating to this Agreement shall be in writing and
          shall be deemed to have been  duly given if delivered  personally
          or three days after mailing if mailed by certified or  registered
          mail, return receipt requested, postage prepaid:

               If to Company, to:  Pomeroy Computer Resources, Inc.
                              1020 Petersburg Road
                              Hebron, Kentucky  41048

               With a copy to:     James H. Smith III
                              Lindhorst & Dreidame Co., L.P.A.
                              312 Walnut Street, Suite 2300
                              Cincinnati, Ohio  45202

               If to Employee, to: the Employee's residential address, as
                              set forth in the Company's records

                                     E-73
<PAGE>

               With a copy to:     Jerry J. Sokol, Esq.
                              McDermott, Will & Emery
                              201 South Biscayne Boulevard, Suite 2200
                              Miami, Florida  33131-4336

          15.  Enforcement of Rights.  The parties expressly recognize that
          any breach of this Agreement by either party is likely to  result
          in irrevocable  injury to  the other  party and  agree that  such
          other party shall be entitled, if it so elects, to institute  and
          prosecute proceedings in any  court of competent jurisdiction  in
          Dade County,  Florida, either  at law  or  in equity,  to  obtain
          damages for  any breach  of this  Agreement,  or to  enforce  the
          specific performance of this Agreement by each party or to enjoin
          any party from activities in violation of this Agreement.  Should
          either  party  engage  in  any  activities  prohibited  by   this
          Agreement, such party agrees to pay  over to the other party  all
          compensation,  remuneration,  monies  or  property  of  any  sort
          received in connection with such activities.  Such payment  shall
          not impair any rights or remedies  of any non-breaching party  or
          obligations or  liabilities of  any breaching  party pursuant  to
          this Agreement or any applicable law.

          16.  Entire Agreement .  This  Agreement and the  Exhibits hereto
          and the Purchase Agreement referred to herein contain the  entire
          understanding of the parties with  respect to the subject  matter
          contained herein and may be  altered, amended or superseded  only
          by an  agreement in  writing, signed  by the  party against  whom
          enforcement of  any waiver,  change, modification,  extension  or
          discharge is sought.

          17.   Parties in Interest

               (a)  This Agreement  is  personal  to each  of  the  parties
          hereto.   No  party  may  assign  or  delegate  any  rights  or  
          obligations hereunder without first obtaining the written consent
          of the other  party hereto;  provided, however,  that nothing  in
          this Section 17  shall preclude (i)  Employee from designating  a
          beneficiary to  receive any  benefit payable  hereunder upon  his
          death,   or    (ii)   executors,    administrators,   or    legal
          representatives of  Employee or  his  estate from  assigning  any
          rights  hereunder  to  person  or  persons  entitled  thereto.   
          Notwithstanding the foregoing,  this Agreement  shall be  binding
          upon and inure  to the benefit  of any  successor corporation  of
          Company

               (b)  The Company will require any successor (whether  direct
          or indirect, by purchase, merger, consolidation or otherwise)  to
          all or substantially  all of  the assets  of the  Company or  the
          business with respect to which the duties and responsibilities of

                                     E-74
<PAGE>

          Employee are principally related,  to expressly assume and  agree
          to perform this  Agreement in  the same  manner and  to the  same
          extent that Company would have been required to perform it if  no
          such succession  had taken  place.   As  used in  this  Agreement
          "Company" shall mean the Company as hereinbefore defined and  any
          successor to  its  business and/or    assets as  aforesaid  which
          executes and delivers  the assumption agreement  provided for  in
          this Section 17 or which otherwise becomes bound by all the terms
          and provisions of this Agreement by operation of law.

          18.  Representations  of  Employee.     Employee  represents  and
          warrants that he  is not party  to or bound  by any agreement  or
          contract  or  subject  to  any  restrictions  including   without
          limitation any restriction  imposed in  connection with  previous
          employment  which  prevents  Employee  from  entering  into   and
          performing his  obligations under this Agreement. 

          19.   Counterparts.  This Agreement may be executed simultaneously
          in several  counterparts,  each  of  which  shall  be  deemed  an
          original part, which together shall  constitute one and the  same
          instrument. 

          20.  Attorneys' Fees.    In  the  event of  any  dispute  arising
          between Employee and Company,  whether pursuant to this Agreement
          or otherwise, the prevailing party  shall be entitled to  recover
          from the non-prevailing party, the prevailing party's  reasonable
          attorneys' fees and costs. 

          IN WITNESS WHEREOF, this Agreement has been executed effective as
          of the day and year first above written.

          WITNESSES:                      POMEROY COMPUTER RESOURCES, INC.
          __________________________
          __________________________

               By:_________________________________

          __________________________
          __________________________
               ____________________________________
                                          ISRAEL FINTZ

                                     E-75
<PAGE>