Exhibit  10(ii)(A)
                           POMEROY IT SOLUTIONS, INC.

                    SECOND AMENDMENT TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This  Second Amendment To Amended And Restated Employment Agreement is made
this  13th  day of October, 2005, effective as of the 13th day of October, 2005,
by  and  between  Pomeroy IT Solutions, Inc., a Delaware corporation ("Company")
and  Stephen  E.  Pomeroy  ("Executive").

     WHEREAS,  on  the  3rd day of November, 2003, Company and Executive entered
into  an  Amended  and  Restated  Employment  Agreement;

     WHEREAS,  on  the  6th  day of January, 2004, Company and Executive entered
into a First Amendment to Amended and Restated Employment Agreement; and

     WHEREAS,  Company  and  Executive desire to amend the agreement, to reflect
certain  changes  agreed  upon  by  Company and Executive regarding compensation
payable to Executive for the 2005 fiscal year of Company.

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

     1.     Sections  5(b)  and  5(c)  are  amended  to  set forth the following
criteria, for the 2005 fiscal year bonus plan for Executive as follows:

          (b)     Annual  Bonus.  Executive  shall  be  entitled  to a bonus and
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     restricted  stock  grant  for  the  2005 fiscal year in the event Executive
     satisfies  the  applicable  criteria  set  forth below of the Company's Net
     Sales  and  Revenues  and  the  Company's  Earnings  Per  Share ("EPS") (as
     hereinafter  defined)  of  the  Company  for  2005,  as  follows:

               (i)  Net  Sales  and  Revenues  of  Company  greater  than
                    $860,000,000.00  with  an  EPS  of  $1.25  or greater equals
                    $400,000.00  cash  bonus and a 20,000 share restricted stock
                    grant.

          (c)     Annual  Bonus  Determination.  Within  thirty (30) days of the
                  ----------------------------
     conclusion  of  the  2005  fiscal  year of the Company and each fiscal year
     thereafter,  Executive  and  Company  shall agree upon the threshold of Net
     Sales  and Revenues and EPS or any other performance-related criteria to be
     utilized for determining any bonus and restricted stock grant to be awarded
     to  Executive for such year. Such bonus and restricted stock grant for each
     subsequent  year  of  this  Employment  Agreement  shall be consistent with
     Executive's  prior  plan.


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          Any  restricted  stock grant of Company's no-par common stock shall be
     made pursuant to the terms of the Company's 2002 Amended and Restated Stock
     Incentive  Plan  that  pertains  to  performance  restricted  share awards.

          For  purposes of this section, the term "Net Sales and Revenues" shall
     mean  the net sales and revenues of Company during the applicable period on
     a  consolidated  basis as reflected on the Company's 2005 audited financial
     statements.  In making such Net Sales and Revenues determination, all gains
     and  losses realized on the sale or other disposition of Company assets not
     in  the  ordinary  course  of  business  shall  be  excluded.

          For  purposes  of  this Agreement, the "EPS" shall be the Earnings Per
     Share  of  Company  as  reflected  on  its  consolidated  audited financial
     statements for the year 2005. For purposes of this Agreement, the EPS shall
     be  computed  without  regard  to  the bonus payable to Executive under the
     terms  of  his  Employment  Agreement,  shall  exclude  any gains or losses
     realized  by  Company  on the sale or other disposition of its assets other
     than  in  the  ordinary  course  of  business  (and  shall  exclude  any
     extraordinary  one-time  charges  made by Company during such fiscal year).
     Such  Net  Sales and Revenues and EPS shall be determined on a consolidated
     basis  by  the  independent  accountant  regularly retained by the Company,
     subject  to the foregoing provisions of this subparagraph and in accordance
     with  generally  accepted  accounting  principles.  Said  determination and
     payment of such bonus shall be made within seventy-five (75) days following
     the  end  of  the  fiscal  year of the Company and the determination by the
     accountant shall be final, binding and conclusive on all parties hereto. In
     the  event  the  audited  financial  statements  are not issued within such
     seventy-five (75) day period, Company shall make the payment due hereunder,
     if  any,  based on its best reasonable estimate of any liability hereunder,
     which amount shall be recorded and shall be reconciled by both parties once
     the audited financial statements are issued. Company shall have the ability
     to  advance  amounts  to  Executive  based upon the projected amount of the
     bonus  compensation  to  be  paid hereunder. In the event that such advance
     payments  are  in excess of the amount due hereunder, any such excess shall
     be  reimbursed  to  Company  by  Executive  within  seventy-five  (75) days
     following  the  end  of the fiscal year. In the event such advance payments
     are  less  than  the  amount  of  said  bonus  as determined hereunder, any
     additional amount due Executive shall be paid within seventy-five (75) days
     following the end of the fiscal year of the Company.

          In  the event that Company would acquire during its 2005 fiscal year a
     company  that  had gross revenues in excess of $100,000,000.00 for its most
     recently  concluded  fiscal  year,  Company  and  Executive  shall  in good


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     faith  determine  whether any adjustments to the Net Sales and Revenues and
     EPS  criteria set forth above, whether upward or downward, shall be made in
     order  to  reflect  the effect of such acquisition on the operations of the
     Company.

     2.     Section  5(f) is amended for the years November 3, 2005, November 3,
2006  and  November  3, 2007 by inserting in line 7 of said paragraph the words,
"fifty thousand shares," in lieu of "one hundred thousand shares."

     3.     Section  5  is  amended  by  adding  at the end of Section 5(f), the
following  Section  5(g):

          (g)     Restricted  Stock  Award.  Upon  the  implementation  of  the
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Company's  Long  Term  Incentive  Program  for  Management  under Company's 2002
Amended  and  Restated Stock Incentive Plan ("Plan"), Executive shall be granted
for  the  year  2005,  48,000  retention  restricted  shares  upon the terms and
conditions  of  the  Plan  applicable to retention restricted stock awards.  Any
future  grant  of  restricted  shares under the Plan to Executive for subsequent
years  shall  be  subject  to the determination of the Board of Directors of the
Company.

     Except  as modified above, the terms of the Amended and Restated Employment
Agreement,  as amended by the First Amendment to Amended and Restated Employment
Agreement  dated  January  6, 2004 and as amended hereby are hereby affirmed and
ratified  by  the  parties.

     IN  WITNESS  WHEREOF,  this  Second  Amendment  To  Amended  And  Restated
Employment  Agreement  has  been  executed  as  of  the day and year first above
written.


WITNESSES:                                            POMEROY IT SOLUTIONS, INC.

Kristi Nelson

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Samantha Shirely                                      Michael E. Rohrkemper
                                                 By:
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                                                      Michael E. Rohrkemper, CFO

Kristi Nelson                                         Stephen E. Pomeroy

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Samantha Shirley                                      Stephen E. Pomeroy

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