INCENTIVE DEFERRED COMPENSATION AGREEMENT
                    -----------------------------------------


This  Incentive  Deferred Compensation Agreement is made effective this ____ day
of  _________, 1999, by and between POMEROY COMPUTER RESOURCES, INC., a Delaware
corporation  (the  "Company")  and  THOMAS  F.  SCHNEIDER  ("Schneider").

                              W I T N E S S E T H:

WHEREAS,  simultaneously  with  the execution of this Agreement, the Company and
Schneider  have  entered  into  an  Employment  Agreement  for the employment of
Schneider  by  Company;

WHEREAS, pursuant to Section 5(c) of said Employment Agreement, Schneider may be
entitled  to  incentive  deferred  compensation  in  the  event certain economic
criteria  are  satisfied;

WHEREAS,  the  parties wish to define the terms governing the incentive deferred
compensation  in the event the economic criteria and the terms and conditions of
the  Employment  Agreement  are  satisfied.

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

1.     In  the  event Schneider satisfies the economic criteria set forth in the
Employment  Agreement  for  such  year  and  is  entitled  to incentive deferred
compensation, the incentive deferred compensation shall be governed by the terms
of  this  Agreement.

2.     In  the  event Schneider should die or become disabled during the term of
the  Employment  Agreement,  or  if  the  Employment Agreement is not renewed by
Company at the expiration of the initial term or any renewal term, all incentive
deferred  compensation  earned  shall  be vested in full and shall be payable to
Schneider  and/or his designated beneficiary at that time.  For purposes of this
Paragraph,  the  term  "disabled"  shall  have  the  meaning  set  forth in said
Employment  Agreement.

3.     In  the  event  Schneider discontinues employment with the Company during
the  initial  term  or  any  renewal  term  of  this  Employment Agreement or if
Schneider  does  not  renew  the  Employment  Agreement at the expiration of the
initial term or any renewal term and such discontinuation of employment is not a
result  of  Schneider  becoming  disabled,  the  vested  portion of his deferred
compensation account will be paid to him at said time and all non-vested amounts
will  be  forfeited.  Provided, however, if Schneider would violate the terms of
his  covenant  not  to  compete  and  confidentiality  agreement as set forth in
Sections 8 and 9 of his Employment Agreement, the vested portion of his deferred
compensation  account  will  likewise  be  forfeited.  The  incentive  deferred
compensation  shall  vest  according  to  the  following  schedule:

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<PAGE>
<TABLE>
<CAPTION>
Years of Service With Company or its  Percentage of Vested
------------------------------------  --------------------
Subsidiaries from the Effective Date        Interest
------------------------------------  --------------------
       of This Agreement
------------------------------------
<S>                                   <C>
Less than 1 year                                        0%
One year . . . . . . . . . . . . . .                   20%
Two years. . . . . . . . . . . . . .                   40%
Three years. . . . . . . . . . . . .                   60%
Four years . . . . . . . . . . . . .                   80%
Five years . . . . . . . . . . . . .                  100%
</TABLE>

This  vesting  schedule  shall  apply  separately  to  each  year that incentive
deferred  compensation  is  earned  by  Schneider  upon  the satisfaction of the
economic  criteria  set  forth  in  the  Employment  Agreement.

By way of illustration, if Schneider satisfied the economic criteria for years 1
and  2  of the Agreement, at the end of year 2, Schneider would be 40% vested as
to  the  incentive deferred compensation credited in year 1 and 20% vested as to
the  incentive  deferred  compensation  credited  in  year  2.

4.     No  deferred compensation shall be paid under the terms of this Agreement
in  the event Schneider is discharged from the service of the Company for cause.
For  purposes  of  this  Paragraph,  the term "cause" shall have the meaning set
forth  in  Section  10(a)(iii)  of  said  Employment  Agreement

5.     Schneider  shall not have the right to commute, sell, transfer, assign or
otherwise  convey  the  right  to  receive  any payments under the terms of this
Agreement.  Any  such  attempted  assignment  or  transfer  shall terminate this
Agreement  and  the  Company  shall  have  no  further  liability  hereunder.

6.     It  is  the  intention  of  the  parties  that  the  incentive  deferred
compensation  to  be  payable  to  Schneider  hereunder (if applicable) shall be
includable  for  Federal Income Tax purposes in his, or such beneficiary's gross
income only in the taxable year in which he or the beneficiary actually receives
the  payment  and  Company  shall  be entitled to deduct such incentive deferred
compensation  as  a  business  expense  in  its Federal Income Tax return in the
taxable  year  in  which  such  payment is made to Schneider or his beneficiary.

7.     Nothing  contained in this Agreement shall in any way affect or interfere
with  the right of Schneider to share or participate in a retirement plan of the
Company or any profit sharing, bonus or similar plan in which he may be entitled
to  share  or  participate  as  an  employee  of  the  Company.

8.     This  Agreement  shall  be  binding  upon  the  heirs,  administrators,
executors, successors and assigns of Schneider and the successors and assigns of
Company.  This  Agreement  shall  not  be  modified or amended except in writing
signed  by  both  parties.

9.     This  Agreement  shall  be subject to and construed under the laws of the
State  of  Ohio.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of  the  day  and  year  first  above  written.

                              POMEROY  COMPUTER  RESOURCES,  INC.



                              By:___________________________________
                                   Stephen  E.  Pomeroy, Chief Financial Officer



                              _____________________________________
                              THOMAS  F.  SCHNEIDER

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