SUBORDINATION AGREEMENT


      THIS  SUBORDINATION AGREEMENT (this "Agreement") is entered
into  effective  as  of  ___________,  1997,  among  (i)  POMEROY
COMPUTER   RESOURCES,   INC.,   a   Delaware   corporation   (the
"Borrower"), (ii) MICROCARE COMPUTER SERVICES, INC.,  an  Indiana
corporation,   its  successors  and  assigns  (the  "Subordinated
Creditor") and (iii) STAR BANK, NATIONAL ASSOCIATION, a  national
banking association, its successors or assigns (the "Senior Credi
tor").

                                RECITALS

     WHEREAS, Pursuant to an Amended and Restated Loan Agreement,
dated  as  of  March 14, 1996, as amended by a  Letter  Agreement
dated  June  27, 1996 as amended by an Amended and Restated  Loan
Agreement   dated  as  of  April  30,  1997  (the  "Senior   Loan
Agreement"),  between the Borrower and the Senior  Creditor,  the
Senior  Creditor has extended a commitment to make  available  to
Borrower certain revolving credit and term loans in the aggregate
principal amount of Fifteen Million ($15,000,000.00) Dollars (the
"Senior Loans"); and

     WHEREAS, the Senior Loans are to be evidenced by a revolving
credit  note  (together with all substitutions  and  replacements
therefor and all amendments and supplements thereof in accordance
with  the  terms of this Agreement, (the "Senior Notes")  in  the
maximum  aggregate principal amount not to exceed Fifteen Million
($15,000,000.00) Dollars.

      WHEREAS, Borrower is using a portion of the proceeds of the
Senior  Loans  to  purchase  substantially  all  the  assets   of
Subordinated Creditor; and

     WHEREAS, in connection with the acquisition of substantially
all   the  assets  of  Subordinated  Creditor,  the  Subordinated
Creditor  will  take  back  a promissory  note  in  the  original
principal  amount of $801,240.00 plus interest, fees,  costs  and
other amounts payable in respect thereof ("Acquisition Debt")  in
partial  consideration of the payment of the purchase  price  for
such assets; and

     WHEREAS, a condition under the Senior Loans is the execution
and delivery of this Subordination Agreement.

      NOW,  THEREFORE, in consideration of the premises  and  for
other  good  and  valuable consideration, the  parties  agree  as
follows:


                                ARTICLE 1
                                DEFINITIONS

     SECTION 1.1.  Certain Terms.  The following terms, when used
in  this  Agreement,  including the  introductory  paragraph  and
Recitals  hereto,  shall,  except  where  the  context  otherwise
requires, have the following meanings:
      "Acquisition Debt" has the meaning specified in the  fourth
paragraph of the recitals hereto.

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<PAGE>

      "Acquisition  Note"  means the promissory  note  issued  by
Borrower  to  the  Subordinated  Creditor  which  evidences   the
Acquisition Debt.

     "Agreement" means this Subordination Agreement.

      "Applicable Law" means and includes statutes and rules  and
regulations  thereunder  and  interpretations  thereof   by   any
governmental  agency  charged  with  the  administration  or  the
interpretation   thereof,  and  orders,   requests,   directives,
instructions and notices of any governmental authority.

      "Bankruptcy or Insolvency Proceeding" means any  insolvency
or   bankruptcy   case  or  proceeding,  or   any   receivership,
liquidation,  reorganization,  assignment  for  the  benefit   of
creditors  or  other similar case or proceeding for  the  liquida
tion,  dissolution, reorganization or winding up of the Borrower,
or  of  all  or any portion of the property of Borrower,  whether
voluntary or involuntary, partial or complete.

      "Borrower"  has  the meaning specified in the  introductory
paragraph hereto.

      "Enforcement  Action"  means (a) the  acceleration  of  any
Subordinated  Debt, (b) any realization or foreclosure  upon  any
collateral securing the Subordinated Debt, (c) any demand by  the
Subordinated  Creditor for payment of the Subordinated  Debt,  or
(d)  subject  always  to  the provisions contained  in  the  next
sentence, the enforcement of any of the rights or remedies of the
Subordinated  Creditor against the Borrower,  whether  under  the
Subordinated Debt Documents or otherwise, and whether  by  action
at  law,  suit  in equity, arbitration proceedings or  otherwise.
The  term "Enforcement Action" shall not include or be deemed  to
include  the  giving  of notices (including, without  limitation,
notices  of  default,  notices of Events of Default,  notices  of
demand for payment, notices of breaches of covenants, etc.),  the
making  of  requests  or  the delivery  of  other  communications
pursuant   to   and  upon  the  terms  permitted   or   otherwise
contemplated by any of the Subordinated Debt Documents or actions
customarily  taken  by  unsecured  creditors  in  bankruptcy   or
insolvency  proceedings  to  preserve  their  claims,  it   being
understood  and agreed that any such action may be taken  by  the
Subordinated Creditor at any time and from time to time after the
date hereof without any limitation or restriction.

      "Enforcement  Action Notice" has the meaning  specified  in
Section 3.2(b).

      "Event  of  Default"  has,  in  connection  with  permitted
payments under Section 2.6 hereof, the meaning specified  in  the
Senior  Loan Agreement and, with respect to Standstill Events  as
defined  herein  and  as  used in Section  3.,  has  the  meaning
specified in the Acquisition Note.

      "Extension of Credit" means any loan, letter of  credit  or
other  extension of credit of any kind or character  and  in  the
case  of  revolving  credit  facilities,  includes  lending   and
relending  up to the maximum amount thereof, the substitution  of
term  notes  for portions of the revolving credit notes  and  any
Permitted Increase.

      "Instrument"  means  any  contract,  agreement,  indenture,
mortgage  or  other document or writing (whether a  formal  agree
ment,  letter  or  otherwise)  under  which  any  obligation   is
evidenced,  assumed or undertaken, or any right to  any  lien  is
granted or perfected.

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<PAGE>

     "Payment in Full" and "Paid in Full" mean payment in full in
immediately available funds.

     "Payment or Distribution on Account of Subordinated Debt" or
"Payment  or  Distribution" means any payment or distribution  of
any  kind  or  character, whether in cash,  securities  or  other
property  or  any combination thereof, and whether  voluntary  or
involuntary,  on  account of principal of,  or  interest  on  any
Subordinated  Debt, or on account of any redemption,  retirement,
repurchase  or  other acquisition for value of  any  Subordinated
Debt.

      "Permitted  Increase" means any increase in  the  principal
amount  of the Senior Debt effected by Senior Lender, except  the
aggregate  amounts of any such increases outstanding at  any  one
time  shall not exceed an amount that would cause a violation  of
any of the ratios set forth on Exhibit A attached hereto.

      "Proceeds" shall have the meaning (a) ascribed to that term
under  the  U.C.C.  and shall in any event include  any  and  all
payments  or  distributions of any kind or character received  by
way  of  exercise  of rights of set-off, counterclaim  or  cross-
claim, or enforcement of any claim, against the Borrower, (b) any
and  all proceeds of any insurance, indemnity, warranty, guaranty
of  letter of credit payable to the Borrower with respect to  any
collateral securing the Subordinated Debt or Senior Debt, or  (c)
any  and  all other amounts from time to time paid or payable  or
distributable  under  or with respect to any collateral  securing
the Subordinated Debt or Senior Debt.

      "Reorganization Securities" means securities issued by  the
Borrower (or any successor) in exchange for all Subordinated Debt
upon  the effectiveness of a plan of reorganization in bankruptcy
of  the  Borrower  that are either (a) equity securities  of  the
Borrower  having no mandatory redemption, repurchase or  dividend
obligations,  and that are not convertible into  or  exchangeable
for   any   securities  having  mandatory  payment,   redemption,
repurchase or dividend obligations or (b) debt securities of  the
Borrower  the payment of which is subordinated, at least  to  the
extent   provided  in  this  Agreement  with   respect   to   the
Subordinated  Debt, prior to the Payment in Full  of  the  Senior
Debt,  provided that no class of Senior Debt is impaired  (within
the  meaning  of  Section 1124 of Title 11 of the  United  States
Code) by such plan of reorganization.

      "Senior Creditor" has the meaning specified in the introduc
tory paragraph hereto.

      "Senior  Debt" means all indebtedness and other obligations
of the Borrower, contingent or otherwise, to the Senior Creditor,
now or hereafter existing, under or with respect to:

           (a)   Extension of Credit by the Senior Creditor under
the  Senior Debt Documents in an aggregate outstanding  principal
amount not exceeding Fifteen Million Dollars ($15,000,000.00).

           (b)   interest  (including interest  accruing  at  the
contract  rate  after  the  commencement  of  any  Bankruptcy  or
Insolvency Proceeding, whether or not such interest is an allowed
claim  in  such proceeding) on Extensions of Credit described  in
clause  (a)  of  this  definition and on any  Permitted  Increase
described in clause (c) below, and fees, costs, expenses, indemni
ties,  reimbursements  and  other amounts  owing  to  the  Senior
Creditor on Extensions of Credit described in clause (a) of  this
definition; and

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<PAGE>

          (c)  any Permitted Increase.

      "Senior Debt Documents" means, collectively, (a) the Senior
Loan  Agreement and (b) the Senior Notes (subject always  to  the
provisions  of  the defined term "Senior Debt")  and  each  other
Instrument  executed in connection with or evidencing, governing,
guaranteeing or securing any indebtedness under any such document
or  any  Permitted  Increase, all as the  same  may  be  amended,
modified  or  supplemented  pursuant  to  the  terms  thereof  in
accordance with the provisions of this Agreement.

      "Senior  Loans"  has  the meaning specified  in  the  first
paragraph of the Recitals hereto.

      "Senior  Loan Agreement" has the meaning specified  in  the
first paragraph of the Recitals hereto.

      "Standstill Event" means the occurrence of any one or  more
of the Events of Default under the Acquisition Note.
       "Standstill  Event  Notice"  shall  mean  the   date   the
Subordinated Creditor shall have provided written notice of  such
Standstill Event to the Senior Creditor and Borrower.


      "Standstill  Period" means, in relation to  any  Standstill
Event,  the period beginning on the date the Standstill Event  in
relation to such Standstill Period shall have occurred and ending
on the date determined pursuant to Section 3.1(a).

      "Star  Bank, National Association", as used in the  defined
terms  "Senior  Debt"  and  "Senior Debt  Documents",  means  and
includes  Star  Bank, National Association, the  party  executing
this  Agreement as Senior Creditor, and its successors or assigns
in   title  and  any  so-called  "participants"  purchasing   any
participating interests or so-called "participants" in any of the
rights,  title  or  interest of Star Bank,  National  Association
under  any of the Senior Debt Documents or in relation to any  of
the Senior Debt.

      "Subordinated  Creditor" has the meaning specified  in  the
introductory  paragraph hereto or any holder of  the  Acquisition
Note.

      "Subordinated Debt" means all indebtedness and other obliga
tions  of the Borrower, contingent or otherwise, now or hereafter
existing,  under  or  in  respect of the  Acquisition  Note,  and
interest (including interest accruing after the occurrence of  an
Event  of  Default  as  defined in the Acquisition  Note),  fees,
costs,  expenses, indemnities, reimbursements thereon  and  other
amounts  payable  in respect thereof (including any  such  obliga
tions  to prepay, repurchase, retire, redeem or acquire for value
any such indebtedness).

      "Subordinated Debt Documents" means, collectively, (a)  the
Acquisition  Note  and  (b)  each  Instrument  now  or  hereafter
executed in connection with or evidencing, governing, guarantying
or securing any indebtedness under any such document.

      "U.C.C."  means the Uniform Commercial Code, as  in  effect
from time to time in the State of Ohio.

      SECTION  1.2.    Senior Loan Agreement.   Unless  otherwise
defined  herein or the context otherwise requires, terms used  in
this Agreement, including the introductory paragraph and Recitals
hereto,  that  are  defined in the Senior Loan Agreement  (as  in

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<PAGE>

effect on the date hereof), have the meanings given to such terms
in the Senior Loan Agreement (as in effect on the date hereof).

     SECTION 1.3.   U.C.C. Definitions.  Unless otherwise defined
herein  or  the  context  otherwise  requires,  terms  for  which
meanings  are provided in the U.C.C. are used in this  Agreement,
including  the introductory paragraph and Recitals  hereto,  with
such meanings.

      SECTION  1.4.   General Provisions Relating to Definitions.
Terms  for  which  meanings are defined in this  Agreement  shall
apply  equally  to  the singular and plural forms  of  the  terms
defined.   Whenever  the context may require, any  pronoun  shall
include  the corresponding masculine, feminine and neuter  forms.
The  term  "including"  means  including,  without  limiting  the
generality  of  any description preceding such term.   Except  as
otherwise expressly provided herein, each reference herein to any
Person  shall include a reference to such Person's successors  in
title  and  assigns  or  (as the case  may  be)  his  successors,
assigns,   heirs,  executors,  administrators  and  other   legal
representatives.  Except as otherwise expressly provided  herein,
references to any Instrument defined in this Agreement  refer  to
such  Instrument  as  originally executed,  or,  if  subsequently
varied, replaced or supplemented from time to time, as so varied,
replaced  or supplemented and in effect at the relevant  time  of
reference thereto.

                                ARTICLE 2
                                DEBT SUBORDINATION ARRANGEMENTS

      SECTION 2.1.   Agreement to Subordinate.  The Borrower  and
the  Subordinated Creditor agree with and for the benefit of  the
Senior  Creditor  that all Subordinated Debt is hereby  expressly
subordinated and made junior in right of payment, to  the  extent
and  in  the  manner  provided in this Agreement,  to  the  prior
Payment in Full of all Senior Debt.

      SECTION 2.2.   Bankruptcy or Insolvency Proceeding.  In the
event of any Bankruptcy or Insolvency Proceeding:

           (a)   The  Senior Creditor shall first be entitled  to
receive  Payment  in Full of all Senior Debt before  the  Subordi
nated  Creditor  shall  be entitled to  receive  any  payment  or
distribution  on  account  of  Subordinated  Debt   (other   than
distributions in the form of Reorganization Securities); and

           (b)   the Senior Creditor shall be entitled to receive
(until  Payment  in  Full  of all Senior  Debt)  any  payment  or
distribution  on  account  of  Subordinated  Debt   (other   than
distributions in the form of Reorganization Securities) which may
be payable or deliverable to the Subordinated Creditor (including
any such payment or distribution payable or deliverable by virtue
of  the  provisions  of,  or  any security  for,  any  Instrument
governing indebtedness which is subordinate and junior  in  right
of payment to the Subordinated Debt).

      SECTION  2.3.   Delivery of Prohibited Payments or Distribu
tions on Account of Subordinated Debt to Senior Creditor.  If any
Payment  or  Distribution on Account of Subordinated Debt  (other
than  distributions in the form of Reorganization  Securities  or
distributions authorized by Sections 2.6 and 2.8) is collected or
received  by  the  Subordinated Creditor, then  such  payment  or
distribution  shall be paid over or delivered  forthwith  to  the
Senior Creditor.

      SECTION  2.4.    Subrogation.  Upon  payment  in  full  and

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<PAGE>

immediately  available funds of all Senior Debt, the Subordinated
Creditor  shall be immediately subrogated to the  rights  of  the
Senior  Creditor (to the extent of the payments and distributions
previously made to the Senior Creditor pursuant to the provisions
of  this  Article  2)  to receive payments and  distributions  of
property  of  the Borrower applicable to Senior  Debt  until  all
amounts  owing on Subordinated Debt shall be paid  in  full.   No
payments  or  distributions applicable to Senior Debt  which  the
Subordinated  Creditor  shall receive  by  reason  of  its  being
subrogated to the rights of the Senior Creditor pursuant  to  the
provisions of this Section 2.4 shall, as between the Borrower and
its   creditors,   other  than  the  Senior  Creditor   and   the
Subordinated Creditor, be deemed to be a payment by the  Borrower
to or for the account of Subordinated Debt; and, for the purposes
of  such subrogation, no payments or distributions to the  Senior
Creditor of any property to which the Subordinated Creditor would
be  entitled except for the provisions of this Agreement, and  no
payment  pursuant to provisions of this Agreement to  the  Senior
Creditor  by  the Subordinated Creditor, shall,  as  between  the
Borrower  and  its  creditors, if  any,  other  than  the  Senior
Creditor and the Subordinated Creditor, be deemed to be a payment
by  the  Borrower to or for the account of Senior Debt, it  being
understood  that  the provisions of this Agreement  are  intended
solely  for  the purpose of defining the relative rights  of  the
Subordinated Creditor, on the one hand, and the Senior  Creditor,
on  the other hand, and nothing contained in this  Section 2.4 or
elsewhere  in this Agreement is intended to or shall  impair,  as
between  the Borrower and the Subordinated Creditor,  the  obliga
tion of Borrower, which is absolute and unconditional, to pay  to
the  Subordinated Creditor, subject to the rights of  the  Senior
Creditor under this Agreement, the Subordinated Debt as and  when
the  same  shall  become due and payable in accordance  with  its
terms.

      SECTION  2.5.   Senior Defaults and Acceleration.   In  any
circumstances where Section 2.2 does not apply, the  Subordinated
Creditor will not be entitled to receive or retain any direct  or
indirect  payment (except any payment previously made by Borrower
to the Subordinated Creditor which complied with Sections 2.6 and
2.8)  (in  cash,  property, by set-off  or  otherwise)  from  the
Borrower of or on account of any Acquisition Debt if:

           (a)    all or any part of the Senior Debt is  due  and
payable at maturity, by acceleration or otherwise; or

            (b)    at  the  time  of  making  such  payment   and
immediately  after giving effect thereto, there  shall  exist  an
Event of Default under the Senior Loan Agreement.

       SECTION   2.6.    Permitted  Payments.   The  Subordinated
Creditor  shall not be entitled to receive or retain  any  prepay
ment  (in  cash,  property, by set-off or  otherwise)  of  or  on
account  of  the Acquisition Note until such time as  the  Senior
Debt  is  paid in full; provided, however, that if  no  Event  of
Default  (or  event which would become and Event of Default  with
notice  or  the  passage of time) exists under  the  Senior  Loan
Agreement which remains uncured, the Subordinated Creditor  shall
be   entitled  to  receive  and  retain  interest  repayment  and
principal  repayment, under the Acquisition  Debt  in  accordance
with the terms of the Acquisition Note.

      SECTION  2.7.    Turn-Over of Payments  Received.   If  the
Subordinated Creditor shall receive any payment with  respect  to
the  Acquisition  Note  which the Subordinated  Creditor  is  not
permitted to receive and retain pursuant to this Agreement,  such
payment  shall be held in trust by the Subordinated Creditor  for

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<PAGE>

the  benefit of, and shall be paid over promptly on demand to the
Senior  Creditor or its successors and assigns, as  their  respec
tive interests may appear, for application to the payment of  all
Senior Debt remaining unpaid until the same shall have been  paid
in  full  in immediately available funds, after giving effect  to
any  concurrent  payment or distribution to the Senior  Creditor.
No  such payments or distributions to the Senior Creditor or  its
successors  and assigns shall be deemed to discharge  the  Senior
Debt until it is repaid in full.

     SECTION 2.8.   Permitted Payments; Right to Retain Payments.
Notwith-standing  the foregoing, any payment in  respect  of  the
Acquisition  Debt  made  in compliance with  the  terms  of  this
Agreement and received by the Subordinated Creditor shall  become
its  sole and absolute property and shall not be subject  to  any
payment  over  or  any  distribution to or claim  by  the  Senior
Creditor  or any other person, unless at the time of  receipt  of
such payment (i) an event specified in either Section 2.2, 2.5(a)
or  2.5(b) shall have occurred and be continuing and with respect
to an event specified in Section 2.5(b) only, the Senior Creditor
shall  have  given  Subordinated Creditor notice  of  such  event
within  sixty  (60) days after the occurrence of  such  event  of
default.   In  the event that the Subordinated Creditor  receives
any payment on the Subordinated Debt made in compliance herewith,
and  Senior Creditor has not given any notice as described above,
such  payment shall conclusively be determined to be a  permitted
payment hereunder, otherwise, upon receipt of such notice  within
such  sixty (60) day period, Subordinated Creditor shall promptly
remit  such  payment  to  Senior  Creditor  for  application   in
accordance with Section 2.3 hereof.

     SECTION 2.9.   Borrower's Obligations Absolute.
The provisions of  this Agreement are solely for  the  purpose of
defining  the relative rights of Senior Creditor as the holder of
the Senior Debt, Borrower and the holder of the Acquisition Note.
Nothing  herein   shall impair,  as between the Borrower  and the
Senior Creditor, its successors or assigns,  as the holder of any
Senior   Debt,   the  obligations  of  the Borrower,   which  are
unconditional  and  absolute,   to pay to the holder  thereof the
Senior Debt,   in accordance  with the  terms of  the Senior Loan
Agreement.   Nothing herein shall impair, as between the Borrower
and the Subordinated  Creditor,  the obligations of  the Borrower 
which are unconditional and absolute to pay Subordinated Creditor 
in accordance with the terms of the Acquisition Note,  subject to 
the terms of this Subordination Agreement.  

                            ARTICLE 3
        LIMITATIONS ON CERTAIN ENFORCEMENT ACTIONS

     SECTION 3.1.   Imposition of Standstill Period.
  
        (a)  Each Standstill Period will commence on the date the 
Standstill Event in relation to such Standstill Period shall have 
occurred and will terminate upon the earliest to occur of (i) the 
date which is 180 days after the  later of   (a) occurrence of an 
Event of Default  as defined in the  Acquisition Note or  (b) the 
giving of the Standstill Event Notice;  (ii) the date, after such 
Standstill  Period shall have commenced,  such  Standstill  Event 
shall have been cured or waived or shall otherwise have ceased to 
exist; or (iii) July 24, 2000. 

        (b)  At any time during a Standstill Period,  Borrower or 
Senior  Creditor  may cause   any Event   of Default  under   the 
Acquisition Debt to be cured and, in such event, the Subordinated 
Creditor  shall  not have any   right to accelerate the principal
payment  of the Acquisition   Debt as relates to  such  Event  of
Default that was cured.  

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<PAGE>

     SECTION 3.2.   Limitations on Enforcement Actions.
The Subordinated  Creditor will  not  take any Enforcement Action 
until such time as:

        (a) any Standstill Period is no longer continuing; and

        (b) the Subordinated Creditor  shall  have given  to  the 
Borrower  and the Senior Creditor   not less than 30  days' prior 
written  notice (an "Enforcement Action Notice") of the intent of
the Subordinated Creditor to take such Enforcement  Action.

     SECTION 3.3.   Certain Notices. 
The Subordinated Creditor shall  not take any action of the  kind
described in the second sentence of the defined term "Enforcement 
Action"   until the Subordinated Creditor  shall  have given  the 
Senior Creditor at least two (2) days  prior notice to the taking 
thereof; provided, however,  the Subordinated Creditor shall give 
Senior Creditor  notice  of  any action it  takes which is action 
customarily taken  by  unsecured creditors   in  Bankruptcy    or 
Insolvency  proceedings to preserve their claim concurrently with 
or as soon as practical after such action is taken.

     SECTION 3.4.  Limitations on Commencement of  Bankruptcy  or 
Insolvency Proceeding. 
The Subordinated Creditor will not commence or institute, or join 
with any other Person   or  Persons  in commencing or instituting
, any Bankruptcy or Insolvency Proceeding.

     SECTION 3.5.   Limitation on Remedies  Upon Acceleration  of 
Senior Debt.  
Notwithstanding any  contrary provision of any Subordinated  Debt 
Document, the acceleration of any Senior Debt by the commencement 
of legal proceedings  by the Senior Creditor against the Borrower 
to  enforce  payment  of  any Senior Debt   shall  entitle    the 
Subordinated Creditor  to accelerate  Subordinated Debt  or  take 
other Enforcement Action (subject to the applicable provisions of 
Section 2.3 of this Agreement).  


                            ARTICLE 4
                            WAIVERS

     SECTION 4.1.      Waivers of Notice, etc. The obligations of 
the  Subordinated Creditor  under   this Agreement,    and    the 
subordination arrangements  contained herein, shall not be to any 
extent  or in any way or manner whatsoever impaired or  otherwise 
affected by any of the following, whether or not the Subordinated 
Creditor shall have had any notice or knowledge of any thereof:

        (a) the dissolution,  termination  of  existence,  death, 
bankruptcy,  liquidation,  insolvency,  appointment of a receiver 
for all   or any part of the   property of,   assignment for  the 
benefit of creditors by, or the commencement of any Bankruptcy or 
Insolvency Proceeding by or against, the Borrower;

        (b) the absorption,  merger or consolidation  of,  or the 
effectuation   of any other  change   whatsoever  in  the   name, 
membership, constitution or place of formation of, the  Borrower;

        (c) any extension or  postponement of the  time  for  the 
payment of any Senior Debt, the acceptance of any partial payment 
thereon,   any and all other indulgences whatsoever by the Senior 
Creditor in respect  of any  Senior Debt,  the taking,  addition, 
substitution  or release,  in whole or in  part,  at  any time or 

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<PAGE>

times,  of  any  collateral securing   any Senior Debt,   or  the 
addition,  substitution or release, in whole or in part,   of any 
Person  or Persons  primarily or secondarily liable in respect of 
any Senior Debt;

        (d) any action or delay in acting  or failure  to act  on 
the part  of the  Senior Creditor under any Senior Debt Documents 
or in  respect of the Senior Debt or any collateral securing  any 
Senior  Debt or otherwise, including (i) any action by the Senior 
Creditor to enforce any of its rights,  remedies  or  claims   in 
respect  of  any collateral  securing any Senior Debt,   (ii) any 
failure  by  the Senior Creditor strictly or diligently to assert 
any  rights  or to pursue any  remedies or  claims  against   the 
Borrower or any  other Person or  Persons under any of the Senior 
Debt Documents or  provided by  statute  or at  law or in equity, 
(iii)   any failure by the   Senior Creditor   to perfect  or  to 
preserve the perfection or priority of  any of its Liens securing 
any  Senior Debt, or (iv)   any failure or  refusal by the Senior 
Creditor  to foreclose or to realize upon any collateral securing 
any  Senior  Debt or  to take any  action to  enforce  any of its 
rights, remedies or claims under any Senior Debt Document;

        (e) any modification or amendment of,  or any  supplement 
or addition to, any Senior Debt Document;

        (f) any waiver, consent  or other action  or acquiescence 
by the Senior  Creditor in respect of any default by the Borrower 
in  its performance or observance of or compliance with any term, 
covenant or condition contained in any Senior Debt Document; or

        (g) the declaration that any Senior Debt Document or  any 
provision thereof  is  null and   void or  illegal ,     invalid, 
unenforceable or inadmissible in evidence;  or the failure of any 
Senior Debt Document to be in full force and effect.  

    The Subordinated Creditor hereby absolutely,  unconditionally 
and irrevocably assents to   and waives  notice  of any  and  all 
matters hereinbefore specified in clauses (a) through (g),


                            ARTICLE 5
              AGREEMENT OF SENIOR CREDITOR AND BORROWER

     SECTION 5.1.   Agreement of Senior Creditor to Provide   
Subordinated Creditor with  Notice.   Senior Creditor agrees  to 
provide the  Subordinated  Creditor with notice of  any  and all  
written notice(s)  of an Event of Default  that  Senior Creditor 
has  provided to the  Borrower declaring  an Event of Default or 
acceleration of the Senior Notes under the Senior Loan Documents 
within ten (10) business days of such fact. Such notice shall be 
provided  in  writing to the disbursement agent at the following 
address:  

            Microcare Computer Services, Inc. 
            Attention:  Robert L. Versprille 
            3144 N. Shadeland Avenue            
            Indianapolis, IN  46226

or at such other address as  may be provided by  the Subordinated 
Creditor to the Senior Creditor; and 

With a copy to:     
            David Millard, Esq. 
            Leagre Chandler & Millard
            9011 Keystone Crossing #800
            P.O. Box 40609
            Indianapolis, Indiana  46240

                             E-27
<PAGE>

    Notwithstanding the agreement of Senior Creditor to   deliver 
notices pursuant to the terms above,   Subordinated Creditor  and 
Borrower hereby acknowledge that the failure to delivery any such 
notice shall not (i) affect or be deemed to be a waiver by Senior 
Creditor of  any  of  the  rights  or remedies of Senior Creditor 
under this Agreement or (ii)  create  any  liability on behalf of 
Senior  Creditor with respect  to  such  failure to  Subordinated 
Creditor.

     SECTION 5.2.   Representations and Warranty of the Borrower.  
The Borrower hereby represents to the Senior Creditor as follows:  

        (a) all subordinated debt existing on the date hereof  is 
        Subordinated Debt.  

                            ARTICLE 6
                          MISCELLANEOUS

     SECTION 6.1.   Amendments, Waivers, etc.  The  provisions of 
this Agreement may from time  to  time be amended,   modified  or  
waived,  if such amendment,  modification or waiver is in writing 
and consented to by the Subordinated Creditor,  Borrower  and  by 
the Senior Creditor.No failure or delay on the part of any Person 
in exercising  any power  or right  under  this Agreement   shall 
operate  as  a  waiver thereof,   nor shall any single or partial 
exercise of any such power or right preclude any other or further 
exercise thereof or the exercise of any other power or right.  No 
notice to or demand  hereunder shall  entitle  any  Person to any 
notice or demand  in  similar or other   circumstances,    unless 
otherwise required  by this Agreement.    The  remedies    herein 
provided are  cumulative and  not exclusive of any other remedies 
provided  at law or in equity.  No waiver or approval by a Person 
under this Agreement shall, except as may be otherwise  stated in 
such  waiver  or  approval,   be  applicable to  any   subsequent 
transactions.  No waiver or approval hereunder shall  require any 
similar or dissimilar waiver or approval thereafter to be granted 
hereunder.
 
     SECTION 6.2.  Further Assurances.  The Subordinated Creditor
and the Borrower will, from time to time at its own expense,
promptly execute and deliver all such further Instruments, and
take all such further action, as may be reasonably necessary or
appropriate, or as the Senior Creditor may reasonably request,
in order to carry out the intent of this Agreement.

SECTION 6.3.    Specific Performance.  Senior Creditor is hereby
authorized to demand specific performance of this Agreement at
any time when the Subordinated Creditor shall have failed to
comply with any of the provisions of this Agreement applicable
to it whether or not Borrower shall have complied with any of
the provisions hereof applicable to it, and the Subordinated
Creditor hereby irrevocably waives any defense based on the
adequacy of a remedy at law which might be asserted as a bar to
such remedy of specific performance.

SECTION 6.4.    Severability.  Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity
or enforceability of any such provision in any other
jurisdiction.

SECTION 6.5.    Enforcement by Senior Creditor.  The Borrower

                             E-28
<PAGE>

and the Subordinated Creditor acknowledge and agree that their
respective obligations hereunder are, and are intended to be, an
inducement and consideration to the Senior Creditor to acquire
and continue to hold, or to continue to hold, the Senior Debt.
The Senior Creditor shall be deemed conclusively to have relied
upon the obligations hereunder of the Borrower and the
Subordinated Creditor in acquiring and continuing to hold, or in
continuing to hold, the Senior Debt.  The Senior Creditor is
hereby made an obligee hereunder and may enforce directly the
obligations of the Borrower and the Subordinated Creditor
contained herein.  The Senior Creditor, by accepting the
benefits of this Agreement, is bound by the provisions hereof.

SECTION 6.6.    Continuing Agreement.  This Agreement shall in
all respects be a continuing agreement, and this Agreement and
the agreements and obligations of the Borrower and the
Subordinated Creditor hereunder shall remain in full force and
effect until all Senior Debt is indefeasibly paid in full or all
Subordinated Debt is paid in full in compliance with this
Agreement.

SECTION 6.7.    Successors and Assigns.  This Agreement shall be
binding upon, and shall inure to the benefit of, the Borrower
and the Senior Creditor and the Subordinated Creditor and their
respective successors in title and assigns.  The rights and
obligations of the Subordinated Creditor under this Agreement
shall be assigned automatically to, and the term "Subordinated
Creditor" as used in this Agreement shall automatically include,
any assignee or successor of such Subordinated Creditor, and
such assignee or successor shall automatically become a party to
this Agreement as a Subordinated Creditor without the need for
the execution of any Instrument or the taking of any other
action.  The Subordinated Creditor shall deliver a complete copy
of this Agreement to any potential assignee or successor of the
Subordinated Creditor prior to the effectiveness of any such
assignment.  At the request of the  Senior Creditor, the
Subordinated Creditor shall execute and deliver to the Senior
Creditor an instrument of accession hereto.

SECTION 6.8.    Notices.  All notices and other communications
provided to a party hereunder shall be in writing or by
facsimile transmission and addressed or delivered to it at its
address designated for notices set forth below its signature
hereto; at the addresses specified in Section 5.1 if notice is
to the Subordinated Creditor; or at such other address as may be
designated by such party in a notice to the other parties.  Any
notice, if sent by registered or certified mail, return receipt
requested, addressed in accordance with this Section with
postage prepaid shall be deemed given three (3) days after
deposited in a receptacle of the United States mail, and any
notice, if transmitted by facsimile transmission, shall be
deemed given when received.

SECTION 6.9.    Entire Agreement.  This Agreement constitutes
the entire agreement among the Borrower, the Senior Creditor and
the Subordinated Creditor with respect to the subject matter
hereof and supersedes any prior or contemporaneous agreements,
representations, warranties or understandings, whether oral,
written or implied, as to the subject matter of this Agreement.

SECTION 6.10.   CHOICE OF LAW.  THIS AGREEMENT HAS BEEN EXECUTED
AND DELIVERED IN THE STATE OF OHIO AND SHALL IN ALL RESPECTS BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS
OF SUCH STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
WHOLLY WITHIN SUCH STATE.

                             E-29
<PAGE>

SECTION 6.11.   Service of Process.  This Subordination
Agreement shall be deemed made in the state in which the
principal office of the Senior Creditor is located, and all
documents evidencing same, and all the rights and obligations of
the Subordinated Creditor and the Senior Creditor hereunder,
shall in any respects be governed by and construed in accordance
with the laws of the state in which the principal office of the
Senior Creditor is located, including all matters of
construction, validity and performance.  Without limitation on
the Senior Creditor's ability to exercise all its rights to
protect or enforce the Senior Loans and the Subordinated
Obligations, the Subordinated Creditor and the Senior Creditor
agree that in any action or proceeding commenced by or on behalf
of the parties arising out of or relating to this Subordination
Agreement and/or any documents evidencing same, shall be
commenced and maintained exclusively in the court of applicable
general jurisdiction located in the federal district court of
applicable general jurisdiction located in the federal district
in which the principal office of the Senior Creditor is located
or any other courts of applicable general jurisdiction located
in the district where the Senior Creditor is located.  The
Subordinated Creditor and the Senior Creditor also agree that a
summons and complaint commencing an action or proceeding in any
such courts by or on behalf of such parties shall be properly
served and shall confer personal jurisdiction on a party to
which said party consents, if (a) served personally or by
certified mail to the party at any of its addresses noted
herein, or (b) as otherwise provided under the laws of the state
in which the principal office of the Senior Creditor is located.
The loan(s) or other financial accommodation(s) is in part
related to the aforesaid provisions on jurisdiction, which the
Senior Creditor deems a vital part of this subordination
arrangement.

SECTION 6.12.   Waiver of Jury Trial.  To the extent not
prohibited by Applicable Law which cannot be waived, each of the
parties hereto waives, and covenants that it will not assert
(whether as plaintiff, defendant or otherwise), any right to
trial by jury in any forum in respect of any issue, claim,
demand, action or cause of action arising out of or based upon
this Agreement or the subject matter hereof, in each case
whether now existing or hereafter arising and whether in
contract or tort or otherwise.  Each of the parties hereto
acknowledges that the provisions of this Section 6.12 constitute
a material inducement upon which the Senior Creditor is relying
and will rely in holding Senior Debt.  Any party and the Senior
Creditor may file an original counterpart or a copy of this
Section 6.12 with any court as written evidence of the consent
of each of the parties hereto to the waiver of its right to
trial by jury.

SECTION 6.13.  Counterparts.  This Agreement may be executed in
several counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute but one and
the same Instrument.

SECTION 6.14.   Headings.  The descriptive headings in this
Agreement are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement
or any provision hereof.

                             E-30
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed under seal by their duly authorized
officers as of the day and in the year first above written.

                        POMEROY COMPUTER RESOURCES, INC. 



                        By:______________________________

                        Title:___________________________

Address:                    _________________________

                        _________________________


Fax:                        _________________________

Attention:                  _________________________

                        _________________________


                        STAR BANK, NATIONAL ASSOCIATION



                        By:______________________________

                        Title:___________________________

Address:                    _________________________

                        _________________________

Fax:                        _________________________

Attention:                  _________________________

                        _________________________


                        MICROCARE COMPUTER SERVICES, INC. 



                        By:______________________________

                        Title:  President 

Address:                    _________________________

                        _________________________

Fax:                        _________________________

Attention:                  _________________________

                        _________________________




STATE OF OHIO       )
                :  SS:
COUNTY OF HAMILTON  )


   On this ____ day of ______________, 1997, before me personally 
   appeared _______________________, to me known, who, being  by 

                             E-31
<PAGE>

   me duly sworn, declared that he is the _______________ of 
   POMEROY COMPUTER RESOURCES, INC., a signatory of the foregoing 
   Subordination Agreement; and that, being duly authorized, he 
   did execute the foregoing Subordination Agreement on behalf of 
   POMEROY COMPUTER RESOURCES, INC.; and that the foregoing 
   Subordination Agreement constitutes the free act and deed of 
   POMEROY COMPUTER RESOURCES, INC. 


                            _________________________________
                            Notary Public

My Commission Expires:                   




STATE OF OHIO       )
                :  SS:
COUNTY OF HAMILTON  )

    On this ____ day of ___________, 1997, before me personally 
    appeared Robert L. Versprille, to me known, who, being by me 
    duly sworn, declared that he is the President of MICROCARE 
    COMPUTER SERVICES, INC., a signatory of the foregoing 
    Subordination Agreement; and that, being duly authorized, 
    he did execute the foregoing Subordination Agreement on 
    behalf of MICROCARE COMPUTER SERVICES, INC., and that the 
    foregoing Subordination Agreement constitutes the free act 
    and deed of MICROCARE COMPUTER SERVICES, INC. 


                            ________________________________
                            Notary Public

My Commission Expires:                   



STATE OF OHIO       )
                :  SS:
COUNTY OF HAMILTON  )

    On this ____ day of ________________, 1997, before me personally 
    appeared _______________, to me known, who, being by me duly sworn, 
    declared that he is the __________ of STAR BANK, NATIONAL 
    ASSOCIATION, a signatory of the foregoing Subordination Agreement; 
    and that, being duly authorized, he did execute the foregoing 
    Subordination Agreement on behalf of STAR BANK, NATIONAL ASSOCIATION; 
    and that the foregoing Subordination Agreement constitutes the 
    free act and deed of STAR BANK, NATIONAL ASSOCIATION.  


                            ________________________________
                            Notary Public




My Commission Expires:  __________

                             E-32
<PAGE>