ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT


THIS ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT is made effective the 6th day of
January,  2002,  by  and  between  POMEROY  COMPUTER RESOURCES, INC., a Delaware
corporation  ("Company")  and  DAVID  B.  POMEROY,  II  (the  "Executive").

WHEREAS,  on  the  12th  day  of  March, 1992, Company and Executive executed an
Employment  Agreement  ("Agreement")  that  became  effective on the date of the
closing  of  the  initial  public  offering of the Company (April 10, 1992); and

WHEREAS, Company and Executive entered into an Amendment to Employment Agreement
effective  July  6,  1993;  and

WHEREAS,  Company  and  Executive  entered into a Second Amendment to Employment
Agreement  effective  October  14,  1993;

WHEREAS,  Company  and  Executive  entered  into a Third Amendment to Employment
Agreement  effective  January  6,  1995;

WHEREAS,  Company  and  Executive  entered into a Fourth Amendment to Employment
Agreement  effective  for  the  fiscal  year  ending  January  5,  1996;

WHEREAS,  Company  and  Executive  entered  into a Fifth Amendment to Employment
Agreement  effective  January  6,  1996;

WHEREAS,  Company  and  Executive  entered  into a Sixth Amendment to Employment
Agreement  effective  January  6,  1997;

WHEREAS,  Company  and  Executive entered into a Seventh Amendment to Employment
Agreement  effective  January  6,  1998;  and

WHEREAS,  Company  and  Executive entered into an Eighth Amendment to Employment
Agreement  effective  January  6,  1999;  and

WHEREAS,  Company  and  Executive  entered  into a Ninth Amendment to Employment
Agreement  effective  January  6,  2000;  and

WHEREAS,  Company  and  Executive  entered  into a Tenth Amendment to Employment
Agreement  effective  January  6,  2001;  and


WHEREAS,  Company  and  Executive  desire to amend the Agreement, as amended, to
reflect  certain  changes  agreed  upon  by  Company  and  Executive  regarding
compensation  payable  to  Executive  for  the  2002 fiscal year and thereafter.

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

1.   Section  5(a)(iii)  shall  be  amended  as  follows:

         (iii) During the Company's 2002 fiscal year, Executive shall be paid
               at the annual rate of Four Hundred Ninety-Five Thousand Dollars
               ($495,000.00). This rate shall continue for each subsequent year
               of the Agreement unless modified by the compensation committee as
               provided in Section 5(a)(iv).


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2.   Section 5(b)(i) is amended commencing with the 2002 fiscal year as follows:

     (i)  Executive shall be entitled to a bonus and non-qualified stock option
          award for the 2002 fiscal year in the event Employee satisfies the
          applicable criteria set forth below of the income from operations (as
          defined) of the Company for 2002, as follows:

          (i)  Income from operations greater than $32,000,000.00 but less than
               or equal to $34,000,000.00 = $300,000.00 cash bonus and 50,000
               non-qualified stock options;

          (ii) Income from operations greater than $34,000,000.00 but less than
               or equal to $36,000,000.00 = $500,000.00 cash bonus and 75,000
               non-qualified stock options; or

         (iii) Income from operations greater than $36,000,000.00 = $600,000.00
               cash bonus and 100,000 non-qualified stock options.

     Within thirty (30) days of the conclusion of the 2002 fiscal year of the
     Company and each fiscal year thereafter, Executive and Company shall agree
     upon the threshold of operating income to be utilized for determining any
     bonus and non-qualified stock options to be awarded to Executive for such
     year. Such bonus and non-qualified stock option awards for each subsequent
     year of this Agreement shall be consistent with Executive's prior plan.


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     Any award of stock options to acquire the common stock of the Company shall
     be at the fair market value of such common stock as of the applicable date.
     For purposes of this Agreement, the fair market value as of the applicable
     date shall mean with respect to the common shares, the average between the
     high and low bid and asked prices for such shares on the over the counter
     market on the last business day prior to the date on which the value is to
     be determined (or the next preceding date on which sales occurred if there
     were no sales on such date).

     For purposes of this Agreement, the term "income from operations" shall be
     computed without respect to the bonus payable to the Executive pursuant to
     this Section 5(b)(i) and shall exclude any gains or losses realized by the
     Company on the sale or other disposition of its assets (other than in the
     ordinary course of business). Such income from operations of the Company
     shall be determined on a consolidated basis by the independent accountant
     regularly retained by the Company, subject to the foregoing provisions of
     this subparagraph (i) in accordance with generally accepted accounting
     principles. Said determination and payment of such bonus shall be made
     within ninety (90) days following the end of the fiscal year of the Company
     and the determination by the accountant shall be final, binding and
     conclusive upon all parties hereto. In the event the audited financial
     statements are not issued within such ninety-day period, the Company shall
     make the payment due hereunder (if any) based on its best reasonable
     estimate of any liability hereunder, which amount shall be reconciled by
     both parties once the audited financial statements are issued. Company
     shall have the ability to advance amounts to Executive based on 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 ninety
     (90) 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 ninety (90) days
     following the end of the fiscal year of the Company.

3.   Section  19  shall  be  amended  by  adding at the end of such section, the
     following  language:

          Executive shall be awarded, effective January 6, 2002, an option to
          acquire fifty thousand (50,000) shares of the common stock of Company
          at the fair market value of such shares on January 5, 2002. Such
          option shall be awarded Executive by Company pursuant to the terms of
          the Award Agreement, which is attached hereto and incorporated herein
          by reference as Exhibit A.

Except as modified above, the terms of the Employment Agreement, as amended, are
hereby affirmed and ratified by the parties.


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IN  WITNESS  WHEREOF,  this  Eleventh Amendment to Employment Agreement has been
executed  as  of  the  day  and  year  first  above  written.


WITNESSES:                           POMEROY  COMPUTER  RESOURCES,  INC.

_______________________

_______________________              By:   _______________________________


_______________________

_______________________              _____________________________________
                                     DAVID B. POMEROY, II, Executive


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