SUBORDINATED PROMISSORY NOTE


          $357,078.00                                      Cincinnati, Ohio
          (to be adjusted as hereinafter set forth)         March ___, 1998

           1.  FOR VALUE  RECEIVED,  POMEROY COMPUTER  RESOURCES,  INC.,  a
          Delaware corporation (hereinafter,  together with its  successors
          in  title  and  assigns,  called  the  "Borrower")  does   hereby
          absolutely and unconditionally promise to pay to the order of  J.
          WALTER DUNCAN,  JR., AS  TRUSTEE OF  THE  J. WALTER  DUNCAN,  JR.
          REVOCABLE TRUST ("Lender"), the sum of Three Hundred  Fifty-Seven
          Thousand Seventy-eight and 00/100 Dollars ($357,078.00) (adjusted
          upward or downward in the manner hereinafter set forth), together
          with interest on the outstanding principal balance from the  date
          hereof, at the rate specified below. 

          2.   The initial face amount of this note ($357,078.00) shall  be
          adjusted either downward  or upward by  any increase or  decrease
          required by Section  2.02(b) of  the Stock  Purchase Agreement.  
          Such adjustments and  the manner  in which  they are  to be  made
          shall be  done  in accordance  with  Section 3.02  of  the  Stock
          Purchase Agreement.  If, prior  to such adjustment, Borrower  has
          made any interest payment to Lender hereunder, the parties  agree
          to adjust  any prior  payments to  equitably reflect  either  the
          increase  or  decrease  made  as  a  result  of  any  adjustments
          contained in Section 2.02(b) of the Stock Purchase Agreement. 

          3.   Interest shall accrue at the rate of the prime rate of  Star
          Bank, National Association,  Cincinnati, Ohio as  of the date  of
          Closing (as defined in the Stock Purchase Agreement) per annum.  
          Interest on the unpaid  principal balance of  this Note shall  be
          due and payable  quarterly, with the  first interest payment  due
          and payable ninety (90) days from the date hereof and on the 18th
          day of each successive third  month thereafter.  Principal  shall
          be paid in  two (2)   equal  annual installments  of One  Hundred
          Seventy-Eight  Thousand  Five  Hundred  Thirty-nine  and   00/100
          Dollars  ($178,539.00),  as  may  be  adjusted  pursuant  to  the
          provisions of paragraph  2, commencing on  the first  Anniversary
          Date of this Note and then  on the second Anniversary Date  until
          paid in full.

           4.  All payments received  hereunder shall be  applied first  to
          interest and then  to principal.   Subject  to the  Subordination
          Agreement, as defined below, this Note  may be prepaid, in  whole
          or in part, at any time, without penalty.                        


           5.  This Note and all obligations of the Borrower hereunder  are
          subordinated and made junior  in right of  payment to the  extent
          and in the manner provided in the Subordination Agreement of even
          date herewith (the "Subordination Agreement") between Star  Bank,
          National Association, the Lender and  the Borrower and no  action
          may be taken by the Lender except in accordance with the terms of
<PAGE>





          such Subordination Agreement as long as it is in effect. 

           6.  Upon the  occurrence  of an  Event  of Default,  the  entire
          principal  amount  outstanding  under  this  Note,  and   accrued
          interest thereon, shall at  once become due  and payable, at  the
          option of the Lender and the  Lender shall have the remedies  set
          forth  in  the   Stock  Purchase   Documents  and   Subordination
          Agreement.  During the continuance  of any Event of Default,  all
          principal evidenced  by  this  Note  (whether  for  principal  or
          otherwise) shall (to the extent permitted by applicable law) bear
          interest at the annual rate of twelve percent (12%).  The  unpaid
          interest accrued during the continuation of any Event of  Default
          on the indebtedness evidenced by this Note (whether for principal
          or otherwise)  in accordance  with the  foregoing terms  of  this
          paragraph shall become and be absolutely  due and payable by  the
          Borrower to the  Lender hereof on  demand by the  Lender of  this
          Note at  any time.    Interest will  continue  to accrue  on  all
          indebtedness evidenced hereby until the Event of Default shall be
          cured or otherwise remedied. 

           7.  This Note is issued pursuant to and subject to the terms and
          conditions of the Stock Purchase Agreement.   Any holder of  this
          Note is subject  to all claims  and defenses  which the  Borrower
          could pursue against Lender under the Stock Purchase Agreement.

          8.   When this Note  becomes due, by  acceleration or  otherwise,
          the Lender  may,  at its  option,  subject to  the  Subordination
          Agreement, demand, sue  for, collect  or make  any compromise  or
          settlement it deems desirable with reference to property held  as
          security  herefor.    The  failure  to  exercise  any  option  to
          accelerate the maturity hereof shall not be taken or deemed to be
          a waiver of the  right to exercise such  option or to  accelerate
          such maturity.  All remedies provided for herein upon any default
          by the Borrower shall be cumulative and not exclusive. 

          9.   Notwithstanding the above,  pursuant to  the Stock  Purchase
          Agreement,  Lender  made  certain  representations,   warranties,
          covenants and agreements with and to the Borrower.  Lender agrees
          that if  the Borrower  is entitled  to indemnification  from  the
          Lender under the  Stock Purchase Agreement  or any  other of  the
          Stock Purchase  Documents  and  Borrower has  complied  with  the
          notice  provisions  of  section  11.06  of  the  Stock   Purchase
          Agreement, the amount of such indemnification due from Lender may
          be set off  against the  amounts payable  hereunder if  permitted
          under the  Stock  Purchase  Agreement,  being  first  applied  to
          interest and the withholding  of all or any  part of payment  due
          hereunder as a result of such  a set off shall not be  considered
          an Event of Default hereunder.  Lender agrees that the amount  to
          which the Borrower may be entitled  to recover from Lender  shall
          not be limited by  either the amount  paid or due  to be paid  to
          Lender hereunder  or by  the terms  of this  Note, but  shall  be
          governed by the terms of the Stock Purchase Documents.

          10.  The provisions  of  this Note  and  the obligations  of  the
<PAGE>





          Borrower hereunder  shall  in all  respects  be governed  by  and
          interpreted and determined in  accordance with the internal  laws
          of the State of Oklahoma.

          11.  The rights of the Lender hereunder are fully assignable  and
          transferrable, except that any assignment and/or transfer made to
          a competitor  of  Borrower shall  be  made only  with  the  prior
          written  approval  of  Borrower,  which  approval  shall  not  be
          unreasonably  withheld.    A   competitor  of  Borrower  is   any
          individual or entity that  engages in the  leasing or selling  of
          computers and/or computer equipment. 

          12.  The Borrower hereby  unconditionally and irrevocably  waives
          notice of acceptance, presentment,  notice of nonpayment  (except
          as provided herein),  protest, notice  of protest,  suit and  all
          other conditions  precedent  in  connection  with  the  delivery,
          acceptance, collection and/or enforcement of this Note. 

          13.  Should all or  any part of  the indebtedness represented  by
          this Note  be  collected by  action  in law,  or  in  bankruptcy,
          insolvency, receivership or  other court  proceedings, or  should
          this Note  be placed  in the  hands of  attorneys for  collection
          after the occurrence of an Event of Default, the Borrower  hereby
          promises to pay to  the Lender of this  Note, upon demand by  the
          Lender hereof at any time, in  addition to principal and all  (if
          any) other amounts payable on or  in respect of this Note or  the
          indebtedness evidenced  hereby, all  court costs  and  reasonable
          attorneys' fees and all  other reasonable collection charges  and
          expenses incurred or sustained by the Lender of this Note.

          14.  If for any circumstances whatsoever, the fulfillment of  any
          provision  of  this  Note  involves  transcending  the  limit  of
          validity prescribed by any applicable usury statute or any  other
          applicable law with regard to  obligations of like character  and
          amount, then the obligation  to be fulfilled  will be reduced  to
          the limit of such validity as provided in such statute of law, so
          that in no event shall any exaction of interest be possible under
          this Note in excess of the limit  of such validity.  In no  event
          shall the Borrower  be bound  to pay  interest of  more than  the
          legal limit for the use, forbearance  or detention of money,  and
          the right to demand any such excess is hereby expressly waived by
          the Lender. 

          15.  No delay or omission of the holder of this Note to  exercise
          any right or power arising from any default shall impair any such
          right or  power or  be considered  to  be a  waiver of  any  such
          default or any acquiescence therein, nor shall the action or non-
          action of  the holder  in case  of  default on  the part  of  the
          Borrower impair any right or power resulting therefrom.

          16.  As used herein, the following terms shall have the following
          meanings, respectively: 



                                        - 3 -
<PAGE>





               (a)  "Anniversary Date" - March 18,  1999 and each March  18
          thereafter. 

               (b)  "Stock  Purchase  Agreement"   -  The  Stock   Purchase
          Agreement between and among the Borrower and the Sellers as  that
          term is defined  in the Stock  Purchase Agreement dated  February
          25, 1998. 

               (c)  "Stock  Purchase  Documents"   -  The  Stock   Purchase
          Agreement  and   any   employment   agreements,   non-competition
          agreements or subordination agreements referred to or made a part
          of the Stock Purchase Agreement. 

               (d)  "Event of Default" - Shall  include (i) the failure  of
          Borrower to make any payment of  principal or interest due  under
          this Note for a period of seven (7) days after receipt of written
          notice from the Lender to the Borrower that such installment  has
          not been  paid;  or  (ii)  a  default  under  any  of  the  other
          subordinated promissory notes issued  to the other Sellers  under
          the Stock Purchase Agreement; or (iii) an event of default  under
          the Senior  Debt loan  documentation that  has been  declared  in
          writing, remains  uncured past  any applicable  cure period,  and
          results in the declared acceleration of the Senior Debt.

                    (e)  _Senior Debt_ - The debt  of the Borrower to  Star
          Bank, National  Association as  set  forth in  the  Subordination
          Agreement. 

          WITNESSES:                         BORROWER

                                             Pomeroy  Computer   Resources,
          Inc.
          _____________________________

                                                                 By:
          _____________________________
          _____________________________      Its:
          _____________________________







          THE OBLIGATION REPRESENTED BY THIS  INSTRUMENT IS SUBJECT TO  THE
          TERMS OF A SUBORDINATION AGREEMENT DATED MARCH 18, 1998 IN  FAVOR
          OF THE  STAR BANK,  NATIONAL ASSOCIATION  TO WHICH  REFERENCE  IS
          HEREBY MADE, RESTRICTING THE RIGHTS OF THE MAKER OR DRAWER AND OF
          ANY HOLDER WITH RESPECT TO PAYMENTS  ON ACCOUNT OF THE  PRINCIPAL
          AND INTEREST HEREOF.                                




                                        - 4 -