AGREEMENT

          This  Agreement  made  and  entered  into  this  ______  day   of
          ___________, 1997,  by  and between  ALLISON  SOKOL  (hereinafter
          referred to as "Owner") and  POMEROY COMPUTER RESOURCES, INC.,  a
          Delaware corporation (hereinafter referred to as "Purchaser").

                                W I T N E S S E T H :

          WHEREAS, simultaneously  with the  execution of  this  Agreement,
          Purchaser  entered  into  an  Asset  Purchase  Agreement  ("Asset
          Purchase Agreement") with Magic Box, Inc., a  Florida corporation
          (hereinafter referred to as ( "Seller" ), for the  acquisition of
          substantially all of Seller's assets relating to its business  of
          providing micro-computer  products and  computer integration  and
          networking  services  to  customers  in  southern  Florida   (the
          "Business"); and

          WHEREAS, Owner owns ten percent (10%) percent of the  outstanding
          stock of Seller; and

          WHEREAS, Purchaser would not have entered into the Asset Purchase
          Agreement with Seller without the consent of Owner to enter  into
          this covenant not to compete agreement; and

          WHEREAS, pursuant to  Sections 8 and  13.2(d)(vii) of said  Asset
          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 Asset  Purchase Agreement, the parties  hereto
          agree as follows:

          1.   As an  inducement  for Purchaser  to  enter into  the  Asset
          Purchase Agreement  with Seller  (10% of  the stock  of which  is
          owned by Owner),  Owner covenants and  agrees that  for a  period
          equal to the later of (i) three (3) years from the closing of the
          Asset Purchase Agreement of even date herewith,  or (ii) one  (1)
          year after the termination  of Owner's employment with  Purchaser
          under an Employment Agreement executed  by and between Owner  and
          Purchaser  of  even  date  herewith  (except  that  if  Owner  is
          terminated from employment by the Purchaser without cause  during
          the term of her Employment Agreement with Purchaser of even date,
          or if the Employment  Agreement is terminated  by Owner for  Good
          Reason as defined therein, then the term of this Agreement  shall
          be for a period equal to three (3) years from the closing date of
           the Asset Purchase Agreement), Owner will not,
          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

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          patronage of  Purchaser or  any affiliate  or subsidiary  thereof
          relating to the Business of Purchaser, as defined below;

               (b)  Attempt to seek  or cause any  clients or customers  of
          Purchaser or any such affiliate or subsidiary relating thereto to
          refrain from  continuing  their  patronage  of  the  Business  of
          Purchaser;

               (c)  Engage in the  Business of  Purchaser in  any state  in
          which Purchaser or its subsidiaries  do business during the  term
          of this Agreement.  A list  of the states in which Purchaser  and
          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  the
          Purchaser or any affiliate or subsidiary;

               (e)  Nothing in  this Agreement  shall prohibit  Owner  from
          owning stock in a computer based training services business known
          as Ace Education, Inc.
               For purposes of this Section, the  "Business of Purchaser" 
          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 computer  hardware,
          software, peripheral devices or related products;

               (ii) Sale or servicing, whether  at the wholesale or  retail
          level, or  leasing or  renting, of  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.

               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 Seller's  Business acquired  by Purchaser  and
          have been separately bargained for and agrees that Purchaser  has
          been induced to enter into the  Asset Purchase Agreement and pay
          the consideration described in Paragraph 2 by the  representation
          of Owner that  she will  abide by  and be  bound by  each of  the


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          covenants  and  restrictions  herein;   and  Owner  agrees   that
          Purchaser 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 irrespective 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 is being entered
          into to  protect  a  legitimate business  interest  of  Purchaser
          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, service  mark,
          or trade dress,  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
          Pargraph  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  reasonableness
          of the line  of business, time  or geographical  area covered  by
          certain covenants and restrictions contained in Paragraph 1, said
          covenants and restrictions  shall 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.

               Notwithstanding anything to the  contrary herein, the  terms
          of this non-competition agreement shall be  null, void and of  no
          force and effect against  Owner if there is  an uncured Event  of
          Default under the promissory note executed by Purchaser in  favor
          of Seller. 

          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  Purchaser to  Seller pursuant  to  an
          Asset Purchase Agreement to which Owner  is a party of even  date
          herewith. 

          3.   The terms and conditions of this Agreement shall be  binding
          upon the Owner  and Purchaser,  and their  successors, heirs  and
          assigns. 
 
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          IN WITNESS WHEREOF, the parties hereto have executed this  Agree-
          ment on the day and year first above written.
                                           OWNER
                                           _____ 
               __________________________________
                                          ALLISON SOKOL
                                          _________
                                           PURCHASER
                                           _________
                                           POMEROY COMPUTER RESOURCES, INC.
               By:________________________________
                                        -  
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<PAGE>

                                      EXHIBIT A 
                              STATES IN WHICH PURCHASER
                       AND/OR ITS SUBSIDIARIES TRANSACT BUSINESS 
               1.   Alabama
               2.   Florida
               3.   Indiana
               4.   Iowa
               5.   Kentucky
               6.   North Carolina
               7.   Ohio
               8.   South Carolina
               9.   Tennessee

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