POMEROY COMPUTER RESOURCES, INC.
                              EMPLOYMENT AGREEMENT


     THIS  AGREEMENT  is made effective as of the          day of              ,
                                                  --------        -------------
2001,  by  and  between POMEROY COMPUTER RESOURCES, INC. ("Company"), a Delaware
corporation  with  its  principal  place  of business located at 1020 Petersburg
Road,  Hebron,  Kentucky  41048,  and  TIMOTHY  E.  TONGES  ("Employee").

                                   WITNESSETH:

     WHEREAS, Employee has been employed by the company since March 5, 1991; and

     WHEREAS,  the  parties  now desire to enter into an Employment Agreement to
provide  additional  responsibilities,  duties,  benefits,  and compensation for
Employee.

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

     1.     Employment.     The  Company  agrees to employ the Employee, and the
            -----------
Employee  agrees  to  be  employed  by the Company, upon the following terms and
conditions.

     2.     Term.     The initial term of Employee's employment pursuant to this
            ----
Agreement  shall  begin on the date first written above and shall continue for a
period  of three (3) years thereafter, unless terminated earlier pursuant to the
provisions of Section 10, provided that Sections 8, 9, 10(b), 11, if applicable,
and  12,  if  applicable,  shall  survive the termination of such employment and
shall  expire  in  accordance  with  the  terms  set  forth  therein.

     3.     Renewal  Term.     The  term  of  Employee's  employment  shall
            --------------
automatically  renew  for  additional  consecutive renewal terms of one (1) year
unless  either  party  gives  written  notice of his/its intent not to renew the
terms  of  the  Agreement  ninety  (90) days prior to the expiration of the then
expiring term.  Employee's base salary for each renewal term shall be negotiated
and  mutually  agreed upon by and between the Company and Employee.  However, in
no  event  shall Employee's annual base salary for any renewal term be less than
the  base  salary  in  effect  for  the  prior  year.

     4.     Duties & Place of Employment.     Employee shall serve as an officer
            -----------------------------
of  the  company  in  the  position  of  Executive  Vice  President of Sales and
Operations.  Employee  shall  be  responsible  to  and  report  directly  to the
President  of  the  Company.  Employee  shall  devote  his  best  efforts  and
substantially  all  his  time  during  normal  business  hours  to the diligent,
faithful  and  loyal  discharge  of the duties of his employment and towards the
proper,  efficient  and  successful  conduct of the Company's affairs.  Employee
further  agrees  to  refrain  during  the term of this Agreement from making any
sales  of  competing services or products or from profiting from any transaction
involving  computer  services  or  products  for his account without the express
written  consent  of  the  Company.  In connection with Employee's employment by
Company,  Employee  shall  be  based  at  the principal executive offices of the
Company  located  in  Hebron,  Kentucky.

     5.     Compensation.     For  all  services  rendered by the Employee under
            ------------
this  Agreement,  compensation  shall  be  paid  to  Employee  as  follows:

          (a)     Base  Salary.  Employee's  base  annual  salary  shall  be
$200,000.00.  Employee  shall  be  entitled  to  an  increase in his annual base
salary,  in  the  event  the  Company  meets or exceeds the following net profit
before  taxes  thresholds:  (1)  if Company's net profit before taxes for fiscal
year 2001 is greater than 4.5% during that period, Employee's annual base salary
for  the  second  year  of  this  Agreement  shall be automatically increased to
$225,000.00;  and  (2) if Company's net profit before taxes for fiscal year 2002
is  greater than 4.75% during that period,


<PAGE>
Employee's  annual  base  salary  for the final year of the initial term of this
three  (3)  year  Agreement  shall  be  automatically  increased to $250,000.00.

          (b)     For  purposes  of  this  Section, the term "Gross Sales" shall
mean  the  gross sales of equipment, software and services by Company during the
applicable  period,  determined  on  a consolidated basis.  In making said gross
sales  determination,  all  gains  and  losses  realized  on  the  sale or other
disposition  of Company's assets not in the ordinary course of business shall be
excluded.  All  refunds  or  returns  which are made during such period shall be
subtracted  along  with all accounts receivable derived from such sales that are
written  off  during such period in accordance with Company's accounting system.
Such  Gross  Sales  and  net  pre-tax  margin  of the Company in accordance with
generally  accepted accounting principles and such determination shall be final,
binding  and  conclusive  upon  all  parties  hereto.

          (c)     Company  will deliver to Employee copies of the reports of any
determination  made  hereunder by Company for the subject period, along with any
documentation  reasonably  requested  by  Employee.  Within  thirty  (30)  days
following  delivery to Employee of such report, Employee shall have the right to
object  in  writing  to  the results contained in such determination.  If timely
objection  is  not  made  by  Employee to such determination, such determination
shall  become  final  and  binding  for purposes of this Agreement.  If a timely
objection  is made by Employee, and the Company and Employee are able to resolve
their  differences  in writing within fifteen (15) days following the expiration
of  the  initial  thirty  (30)  day period, then such determination shall become
final and binding as it pertains to this Agreement.  If timely objection is made
by  Employee  to  Company,  and Employee and Company are unable to resolve their
differences  in writing within fifteen (15) days following the expiration of the
initial  30 day period, then all disputed matters pertaining to the report shall
be  submitted  and  reviewed by the Arbitrator ("Arbitrator"), which shall be an
independent  accounting  firm selected by Company and Employee.  If Employee and
Company  are  unable  to  promptly  agree on the accounting firm to serve as the
Arbitrator, each shall select, by not later than fifteen (15) days following the
expiration  of  the  initial  30  day  period,  one  accounting firm and the two
selected  accounting  firms  shall then be instructed to select promptly a third
accounting  firm,  such  third  accounting firm to serve as the Arbitrator.  The
Arbitrator  shall  consider  only  the  disputed  matters  pertaining  to  the
determination  and  shall  act  promptly  to  resolve  all  disputed matters.  A
decision  with  respect  to all disputed matters shall be final and binding upon
Company  and  Employee.  The  expenses of Arbitration shall be borne one-half by
Employee  and  one-half by Company.  Each party shall be responsible for his/its
own  attorney  and  accounting  fees.

          (d)     Quarterly  Bonus.

                 (i)     In addition to the annual  base  compensation  provided
in  Section  5(a)herein above, Employee shall be eligible to receive a quarterly
bonus based upon the Company meeting or exceeding certain gross sales thresholds
for the respective quarterly period as follows: in the event the Company's gross
sales  are  equal to or greater than $240,000,000.00 for the applicable quarter,
Employee  shall  be entitled to receive a cash bonus of $20,000.00; in the event
the  Company's  gross sales are equal to or greater than $250,000,000.00 for the
applicable  quarter,  Employee  shall  be  entitled  to  receive a cash bonus of
$30,000.00; in the event the Company's total gross sales are equal to or greater
than  $260,000,000.00  for the applicable quarter, Employee shall be entitled to
receive  a  cash  bonus of $40,000.00. In the event the Company's gross sales do
not  meet  or  exceed  the  minimum  threshold level established in this Section
5(d)(i),  Employee  shall  not  be  eligible  for any quarterly bonus hereunder.

               (ii)     Employee  shall  also be eligible to receive a quarterly
bonus  if  Company's  net  profit  before  taxes ("NPBT") meet or exceed certain
thresholds,  which  are  more particularly set forth herein below.  If Company's
NPBT for the applicable quarter is greater than 4.5%, Employee shall be entitled
to  receive  a  cash bonus of $20,000.00  for the quarter; if Company's NPBT for
the  applicable  quarter  is  greater than 4.75%,  Employee shall be entitled to
receive  a cash bonus of $30,000.00; or, if Company's NPBT is greater than 5.0%,
Employee  shall


<PAGE>
be entitled to receive a cash bonus of $40,000.00. In the event Company fails to
attain  the  NPBT thresholds referenced herein above for the applicable quarter,
Employee  shall  not  be  eligible  for  or  entitled  to  any  bonus hereunder.

              (iii)      The  quarterly bonus  schedules  provided  in  Sections
                         5(d)(i)  and  5(d)(ii)  above  are in effect for fiscal
                         year 2001. For each subsequent year, the parties shall,
                         in  good  faith,  negotiate and agree upon criteria for
                         such  quarterly  bonuses.

          (e)  Year  End  Deferred  Compensation.  Employee shall be eligible to
receive  a year end deferred compensation bonus in accordance with the following
schedule  so  long  as  (1)  Company achieves a net profit before taxes ("NPBT")
greater  than  4.5%  for  fiscal  year 2001 and (2) Company's gross sales are in
excess  of the following thresholds:  If Company generates gross sales in excess
of $1,020,000,000.00 for fiscal year 2001, Employee shall be entitled to receive
$100,000.00  in  cash  or  stock  and 25,000 stock options; if Company generates
gross  sales in excess of $1,120,000,000.00 for fiscal year 2001, Employee shall
be entitled to receive $125,000.00 in cash or stock and 35,000 stock options; or
if  Company generates gross sales in excess of $1,220,000,000.00 for fiscal year
2001,  Employee  shall  be  entitled to receive $150,000.00 in cash or stock and
50,000  stock  options.  Employee  understands  and acknowledges that payment of
fifty  percent (50%) of any cash bonus deemed earned by Employee hereunder shall
be  deferred  and subject to a five (5) year vesting schedule.  Employee further
understands  and  acknowledges that any stock options awarded hereunder shall be
subject  to a three (3) year vesting schedule. Any such stock option awards made
pursuant  to  this  Section  5(e) shall be made subject to any and all terms and
conditions  contained  in  the  Company's 1992 Non-Qualified and Incentive Stock
Option Plan and the Award Agreement incident thereto. Any such award shall grant
Employee  the  option to acquire a certain amount of common stock of the Company
at  the  fair  market value of such common stock as of the applicable date.  For
the  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  ask  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).  The  year  end  deferred  compensation schedule provided in this Section
shall  be  in effect for fiscal year 2001 only. For each subsequent year of this
Agreement,  the  parties shall, in good faith, negotiate and agree upon year end
criteria  for  such  deferred  compensation.

          (f)    Discretionary  Bonus.  The  Company  hereby  agrees  to provide
Employee  with  a  discretionary bonus of $100,000.00 for his job performance in
fiscal year 2000. Employee acknowledges and agrees that he is already in receipt
of  one-half  of  the  aforesaid  discretionary  cash  bonus  to  be paid to him
hereunder.  Furthermore,  Employee  understands  and  agrees  that the remaining
$50,000.00  of  the  discretionary  cash  bonus,  which  is due and owing to him
hereunder,  shall  be  subject  to a three year vesting period commencing on the
date  of  this  Agreement.

          (g)     Signing  Bonus. The Company hereby  agrees to provide Employee
with  a  signing  bonus,  in  the  form  of  25,000 stock options, as additional
consideration for his execution of and agreement to the terms of this Agreement.
Employee  understands  that  the  Company's  award  of  such  stock  options  is
contingent  upon  his  execution of this Agreement with the Company and that the
award  shall  be  made  subsequent  to the execution hereof as follows: Employee
shall  be  awarded  the  right to acquire 25,000 shares of common stock, .01 par
value,  of Pomeroy Computer Resources, Inc., subject to a three (3) year vesting
schedule  and  any other conditions contained in the Pomeroy Computer Resources,
Inc.,  Non-Qualified  and  Incentive  Stock Option Plan and the Award Agreement.
Such  award of the stock options to acquire the common stock of Pomeroy Computer
Resources,  Inc.,  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


<PAGE>
low  bid  and  ask  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).

          (h)  In  addition  to the compensation provided herein above, Employee
shall  be entitled to receive a one-time cash bonus in the amount of $100,000.00
if  he  remains  employed  with  the  Company  pursuant to the express terms and
conditions  of  this Agreement for the entire initial term of three (3) years as
provided  in  Section  2  of  this  Agreement.  Such cash bonus shall be paid to
Employee, if he meets the condition precedent prescribed in this Section, within
thirty  (30)  days  after  the  end  of  the initial three (3) year term of this
Agreement.

          (i)  Employee  hereby  acknowledges that Company reserves the right to
modify,  alter,  or  amend  such  pay  plan, at any time, in the event there are
changes in the Company's business model due to events which include, but are not
necessarily  limited  to  mergers,  acquisitions,  corporate
re-organization/re-structure,  material  changes  to  industry  standards  or
practices  which  affect  the  Company.  Such  modifications,  alterations  or
amendments  to  the  compensation  plan  provided  in  this  Section 5 shall not
constitute  a  breach  of this Agreement or otherwise qualify as a default event
hereunder.

     6.   Fringe  Benefits.     During  the  term  of this Agreement, Employee
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shall  be  entitled  to  the  following  benefits:

          (a)  Health  Insurance  -  During the term of this Agreement, Employee
               shall  be provided with the standard medical health and insurance
               coverage  maintained  by  Company  on  its employees. Company and
               Employee  shall  each pay fifty percent (50%) of the cost of such
               coverage.

          (b)  Vacation  - Employee shall be entitled each year to a vacation of
               three  (3)  weeks during which time his compensation will be paid
               in  full.  Provided,  however,  such  weeks  may  not  be  taken
               consecutively without the written consent of the President of the
               Company. In addition, Employee shall provide the President of the
               Company  with  two  (2)  weeks advance written notice of any such
               vacation.

          (c)  Retirement  Plan  -  Employee  shall  participate,  after meeting
               eligibility  requirements,  in  any  qualified  retirement  plans
               and/or welfare plans maintained by the Company during the term of
               this  Agreement.

          (d)  Automobile  Allowance  -  Company  shall provide Employee with an
               automobile allowance of $850.00 per month during the term of this
               Agreement.  Employee  shall  be  responsible  for  all insurance,
               maintenance  and  repair  expenses  associated with such vehicle.

          (e)  Cellular  Phone Allowance - Company shall provide Employee with a
               cellular  phone  allowance of $75.00 per month during the term of
               this  Agreement.

          (f)  Life Insurance - During the term of this Agreement, Company shall
               maintain  on  the  life  of Employee, provided he is insurable at
               standard  rates  a  term  life  insurance policy in the amount of
               $500,000.00.  Employee  shall  have  the  right  to designate the
               beneficiary  of  such policy. Employee agrees to take any and all
               physicals  that  are  necessary  incident  to the issuance and/or
               renewal  of said policy. In addition, Employee agrees to take any
               and  all physicals that are necessary incident to the procurement
               of  key  person  insurance  upon his life by Company. In the even
               that  Employee is not insurable at standard rates during the term
               of  this


<PAGE>
               Agreement,  but  Employee  is  able  to  procure  rated coverage,
               Employee  shall  have  the  right to procure coverage for a lower
               amount  of  insurance,  the  cost  of  which is equivalent to the
               standard  term rate cost of $500,000.00 of coverage. In the event
               Employee  is  not  insurable,  then Company shall pay Employee an
               amount  equal  to  the  projected  cost  of the contemplated term
               insurance  of  $500,000.00  at  standard  rates.

          (g)  Club  Membership  Dues  -  The  Company shall provide payment for
               Employee's  monthly  membership  dues at Traditions Golf Club. In
               addition,  the  Company  will  provide  payment  for any expenses
               incurred  by  member  on  such  accounts  for legitimate business
               purposes. Employee shall be solely responsible for the payment of
               any  and  all  personal  charges  to  such  member  accounts.

Employee  understands  and acknowledges that he shall be responsible for any and
all taxes, owed, if any, on the fringe benefits provided to him pursuant to this
Section  6.

     7.   Expenses.     During  the  term  of Employee's employment hereunder,
          ---------
Employee  shall  be  entitled  to  receive  prompt  reimbursement  for all other
reasonable  and customary expenses incurred by Employee in fulfilling Employee's
duties  and responsibilities hereunder, provided that such expenses are incurred
and  accounted for in accordance with the policies and procedures established by
Company.

     8.   Non-Competition  &  Non-Solicitation.     In  connection  with  the
          -------------------------------------
diligent,  faithful  and  loyal discharge of the duties of Employee's employment
under  this  Agreement,  Employee  agrees  that so long as he is employed by the
Company  (whether  or  not pursuant to the provisions of this Agreement) he will
not,  directly or indirectly, be employed by, or otherwise give assistance to or
be  affiliated  with  (as an employee, consultant, independent contractor of any
type,  director  or  otherwise) any person, firm, corporation or entity which is
directly or indirectly engaged in a competitive business with that carried on by
the  Company  or any of its subsidiaries.  Employee agrees that so long as he is
employed  by  the Company, he will not own, engage in, conduct, manage, operate,
participate in, be employed by or be connected in any manner whatsoever with any
competitive  business with that carried on by Company or any of its subsidiaries
or  become associated with, in any capacity, or solicit or sell to, customers of
the  Company  or  any  of  its  subsidiaries  or employ or attempt to employ any
current  or  future employee of the Company or any of its subsidiaries or induce
any  employee  of the company or of any of its subsidiaries to leave its employ.

     In  addition,  as an inducement for and as additional consideration for the
Company  entering  into this Agreement, Employee agrees that for a period of one
(1) year commencing on the termination of employment, he will not with any other
person,  corporation  or  entity,  directly  or  indirectly,  by  stock or other
ownership,  investment, employment, or otherwise, or in any relation whatsoever:

          (1)  solicit,  recruit,  divert  or  take  away or attempt to solicit,
               divert  or  take away any of the business, customers or patronage
               of  the  Company  or  of  any  of  its  subsidiaries;

          (2)  attempt  to  seek or cause any customers of the Company or any of
               its  subsidiaries  thereof,  to  refrain  from  continuing  their
               patronage;

          (3)  engage  in  the  business, or the business of being a value added
               microcomputer  reseller  or  network  integrator,  or  any  other
               business  activity  which is competitive with the Company, or any
               of  its  affiliates,  subsidiaries  or  branches  of the Company,
               including  but  not  limited  to, any affiliates, subsidiaries or
               branches  of the


<PAGE>
               Company after the date of this Agreement, within a 90 mile radius
               of  Hebron,  Kentucky; Lexington, Kentucky; Louisville, Kentucky;
               Knoxville,  Tennessee;  Nashville, Tennessee; Memphis, Tennessee;
               Atlanta,  Georgia;  Jacksonville,  Florida;  Miami,  Florida;
               Tallahassee,  Florida; Tampa, Florida; Charleston, West Virginia;
               Morgantown,  West  Virginia;  Birmingham,  Alabama;  Montgomery,
               Alabama;  Evansville, Indiana; Indianapolis, Indiana; Des Moines,
               Iowa;  Chicago,  Illinois; Greensboro, North Carolina; Charlotte,
               North  Carolina;  Raleigh,  North  Carolina;  Columbia,  South
               Carolina;  Columbus,  Ohio;  Cleveland,  Ohio;  Cincinnati, Ohio;
               Dayton, Ohio; Richmond, Virginia; Oklahoma City, Oklahoma; Tulsa,
               Oklahoma; Little Rock, Arkansas; Kalamazoo, Michigan; Harrisburg,
               Pennsylvania;  Minneapolis,  Minnesota;  Houston,  Texas;  San
               Antonio,  Texas;  and  Washington, DC. The parties agree that the
               preceding  list  is  not  intended  to  be  exclusive  and  the
               application of this non-competition provision shall extend to any
               other  city/state  in  which  the  Company,  its  affiliates,
               subsidiaries or branches conduct business during the term of this
               Agreement;

          (4)  knowingly  employ or attempt to recruit, solicit or employ in any
               capacity  any  employee  or  agent  of  Company,  or  any  of its
               subsidiaries;  and

          (5)  Perform  services,  either as an employee or as a consultant, for
               any  competitive  business.

For  purposes  of  this Section 8, a competitive business shall mean any person,
corporation,  partnership  or  other legal entity (including manufacturers which
sell  computer products and services directly to end users) engaged, directly or
indirectly, through subsidiaries or affiliates, in any of the following business
activities:

          I.   distributing  of computer hardware, software, peripheral devices,
               and  related  products  and  services;

         II.   sale  or  servicing, whether at the wholesale or retail level, or
               leasing  or  renting,  of computer hardware, software, peripheral
               devices  or  related  products;

        III.   any other business activity which can reasonably be determined to
               be competitive with the principal business activity being engaged
               in  by  the Company or any of its subsidiaries during the term of
               this  Agreement;  and

         IV.   any  other  business  activities  which  Company  or  any  of its
               subsidiaries  subsequently  become  involved in after the date of
               this  Agreement.

     This  one  (1)  year  non-competition  provision  commencing on the date of
Employee's  termination of employment shall not be applicable if the Employee is
terminated  by  the  Company  without  cause  pursuant to Section 10(a)(v) or if
Company  does  not renew this Agreement after the expiration of the initial term
of  this  Agreement  or  any renewal term.  Provided, however, such one (1) year
non-competition  provision  shall  be applicable in any of such instances in the
event  the  Company elects in writing to compensate Employee pursuant to Section
11  of  this  Agreement.


<PAGE>
     Employee  has carefully read and has given careful consideration to all the
terms  and  conditions  of this Agreement and agrees that they are necessary for
the  reasonable  and  proper protection of the Company's business.  The Employee
acknowledges  that  the  Company  has  entered  into  this  Agreement because of
Employee's  promise  that  he  will  abide  by and be bound by each of the terms
contained in this Section 8.  The Employee agrees that company shall be entitled
to  injunctive  relief  to  enforce  these  terms in addition to all other legal
remedies.  Employee  acknowledges  that  each and every one of the terms of this
provision  is  reasonable  in  all  respects  including  their  subject  matter,
duration, scope and the geographical area embraced herein and waives any and all
right  to  compensation  and/or  benefits  herein  mentioned  or  referred to if
Employee  violates  the  provisions  of  this  Section  8.

          9.   Non-Disclosure and Assignment of  Confidential  Information.  The
               --------------------------------------------------------------
Employee  acknowledges  that  the  Company's  trade secrets and confidential and
proprietary  information,  including  without  limitation:

          (a)  unpublished  information  concerning  the  Company's:

               i.   research activities and plans,
              ii.   marketing or sales plans,
             iii.   pricing or pricing strategies,
              iv.   operational techniques,
               v.   customer and supplier lists, and
              vi.   strategic plans;

          (b)  unpublished  financial  information,  including  unpublished
               information  concerning  revenues,  profits  and  profit margins;

          (c)  internal  confidential  manuals;  and

          (d)  any  "material inside information" as such phrase is used for the
               purposes  of  the  Securities  Exchange  Act of 1934, as amended;

all  constitute  valuable,  special  and  unique  proprietary  and  trade secret
information  of  the  Company.  In recognition of this fact, the Employee agrees
that  the  Employee  will  not  disclose  any such trade secrets or confidential
proprietary information (except (i) information which becomes publicly available
without  violation of this Agreement, (ii) information of which the Employee did
not know and should not have known was disclosed to the Employee in violation of
any  other person's confidentiality obligation, and (iii) disclosure required in
connection  with any legal process), nor shall the Employee make use of any such
information  for  the  benefit  of  any  person, firm, operation or other entity
except  the  Company  and  its  subsidiaries  or  affiliates.  The  Employee's
obligation  to  keep all such information confidential shall be in effect during
and  for  a  period  of  five (5) years after the termination of his employment;
provided,  however,  that  the  Employee  will  keep  confidential  and will not
disclose  any  trade  secret  or  similar  information  protected  under  law as
intangible  property  (subject  to  the  same  exceptions  set  forth  in  the
parenthetical  clause  above)  for  so  long  as  such  protection  under law is
extended.

     10.  Termination.
          ------------

          (a)  The  Employee's  employment with the Company may be terminated at
               any  time  as  follows:

               (i)  By  the  Employee  at  his discretion, upon ninety (90) days
                    written  notice  to  Company;

              (ii)  By  Employee'  s  death;


<PAGE>
             (iii)  By  Employee's physical or mental disability which renders
                    Employee  unable  to  perform  his  duties  hereunder.


              (iv)  By the company, for cause upon three (3) days written notice
                    to  Employee.  For  purposes  of  this  Agreement,  the term
                    "cause"  shall  mean  termination  upon:  (i) the failure by
                    Employee  to  substantially  perform  his  duties  with  the
                    Company,  after a written demand for substantial performance
                    is  delivered  to  him  by  the  Company,  which  demand
                    specifically  identifies  the  manner  in  which the Company
                    believes that he has not substantially performed his duties;
                    (ii) the engaging by Employee in conduct which is materially
                    injurious to the Company, monetarily or otherwise, including
                    but not limited to any material misrepresentation related to
                    the  performance  of  his  duties;  (iii)  the conviction of
                    Employee  of  a  felony  or  other  crime involving theft or
                    fraud; (iv) Employee's neglect or misconduct in carrying out
                    his  duties hereunder resulting, in either case, in material
                    harm  to the Company; or (v) any material breach by Employee
                    of  this  Agreement.

               (v)  By the Company at its discretion, without cause, upon thirty
                    (30)  days  written  notice  to  the  Employee.

          (b)  Compensation  upon  Termination:

               (i)  In  the  event  of  termination  of employment, the Employee
or  his  estate,  in  the  event  of death, shall be entitled to his annual base
salary and other benefits provided hereunder to the date of his termination.  If
applicable,  Employee  or  his  estate  shall be entitled to receive any bonuses
accrued  to  the date of such termination of employment and any vested incentive
compensation  that  may  be  deemed  due  and  undisputed  by  Company.

              (ii)  In  the  event  the Company terminates Employee's employment
hereunder  without cause pursuant to paragraph 10(a)(v), Employee shall continue
to  receive his base annual salary compensation, then in effect, for a period of
six  (6)  months  commencing on the date of said termination, provided he is not
employed  by  a competitor or otherwise in breach of this Agreement.  Payment of
such  base  compensation  shall  be made in the ordinary course of the Company's
business  in  accordance with its usual and customary payroll practices. Company
shall  also  be  obligated to pay Employee commissions, bonuses, and/or deferred
compensation  which  has  been  deemed  earned,  is  vested  in Employee, and is
otherwise  not  in  disputed and is due to Employee as of Employee's termination
date.  In  addition,  to  the  foregoing,  any and all deferred compensation and
stock  options  awarded to Employee hereunder during the term of this Agreement,
which  remain "unvested" at the time of such termination without cause, shall be
subject  to  accelerated  vesting  and shall be payable, in full, to Employee or
exercisable  by Employee, as the case may be, in accordance with Company's usual
and  customary  practices  regarding the payment of vested deferred compensation
and/or  the  exercise  of  vested  stock  options.

             (iii)  In  the  event Employee terminates this Agreement prior
to the end of the initial term or during any renewal term hereof, Employee shall
forfeit  and waive his right to any compensation provided to him hereunder which
is  not  deemed  due and undisputed, earned and/or vested as of the date of such
termination.  So  long  as Employee has not otherwise breached this Agreement or
is  not  otherwise in default under the terms hereof, Employee shall be entitled
to receive any bonuses accrued to the date of such termination of employment and
any  vested  incentive  compensation  that  may  be  deemed  due and undisputed.


<PAGE>
              (iv)  In  the  event  Company  terminates  Employee's  employment
hereunder  for  cause  pursuant  to  Section  10(a)(iv),  Employee  shall not be
entitled  to  deferred compensation and/or other incentive compensation, if any,
which  is  not  deemed  vested  in  Employee,  in accordance with the applicable
vesting  schedule  for  said  compensation,  at the time of such termination for
cause  and  Employee shall forfeit and forever waive any and all right, interest
or  claim  in  such  unvested  portions  thereof.

     11.  Payments  to  Extend  Covenant  Not to Compete of Employee.  In the
          ----------------------------------------------------------
event  Company  does not renew this Agreement upon the expiration of the initial
term of this Agreement or any renewal term, Company shall have the option to pay
Employee  an  amount equal to his base annual salary that was in effect prior to
such  non-renewal  of  his Employment Agreement in twelve (12) consecutive equal
monthly  installments  commencing thirty (30) days after the date of termination
of  employment  in  consideration  for Employee not competing with Company for a
period  of twelve (12) months from the date of the termination of his employment
for  any  of  the  reasons  set  forth  above,  as  applicable.

     12.  Disability.  In  the  event  that  Employee  becomes  temporarily
          ----------
disabled  and/or totally and permanently disabled, physically or mentally, which
renders  him  unable to perform his duties hereunder, Employee shall receive one
hundred  percent (100%) of his base annual salary (in effect at the time of such
disability)  for  a  period  of  one (1) year following the initial date of such
disability  (offset  by  any  payments  to  the  Employee  received  pursuant to
disability  benefit  plans,  if  any, maintained by the Company.)  Such payments
shall  be  payable  in  twelve  consecutive equal monthly installments and shall
commence  thirty  (30)  days  after  the determination by the physicians of such
disability  as  set  forth  below.

     For  purposes of this Agreement, Employee shall be deemed to be temporarily
disabled and/or totally and permanently disabled if attested to by two qualified
physicians,  (one to be selected by Company and the other by Employee) competent
to  give  opinions in the area of the disabled Employee's physical and/or mental
condition.  If the two physicians disagree, they shall select a third physician,
whose  opinion  shall  control.  Employee  shall  be  deemed  to  be temporarily
disabled  and/or totally and permanently disabled if he shall become disabled as
a  result of any medically determinable impairment of mind or body which renders
it  impossible for such Employee to perform satisfactorily his duties hereunder,
and  the  qualified  physician(s) referred to above certify that such disability
does,  in fact, exist.  The opinion of the qualified physician(s) shall be given
by  such  physician(s), in writing directed to the Company and to Employee.  The
physician(s) decision shall include the date that disability began, if possible,
and  the  12th  month  of  such  disability,  if possible.  The decision of such
physician(s)  shall  be  final  and  conclusive and the cost of such examination
shall  be  paid  by  Company.

     13.  Severability.  In  case  any one (1) or more of the provisions or part
          ------------
of  a provision contained in this Agreement shall be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall  not  affect any other provision or part of a provision of this Agreement.
In  such  a situation, this Agreement shall be reformed and construed as if such
invalid,  illegal  or unenforceable provision, or part of a provision, had never
been  contained  herein, and such provision or part shall be reformed so that it
will  be  valid,  legal  and  enforceable  to  the  maximum  extent  possible.

     14.  Governing  Law.  This  Agreement shall be governed and construed under
          --------------
the  laws  of  the  Commonwealth  of  Kentucky  and  shall  not  be  modified or
discharged, in whole or in part, except by an agreement in writing signed by the
parties.

     15.  Notices.  All  notices,  requests, demands  and  other  communications
          -------
relating  to this Agreement shall be in writing and shall be deemed to have been
duly  given  if  delivered personally or mailed by certified or registered mail,
return  receipt  requested,  postage  prepaid:

     If to Company, to:   Pomeroy Computer Resources, Inc.


<PAGE>
                          C/O Legal Department
                          1020 Petersburg Road
                          Hebron, Kentucky 41048

     With a copy to:      James H. Smith III
                          Lindhorst & Dreidame Co., L.P.A.
                          312 Walnut Street, Suite 2300
                          Cincinnati, Ohio 45202

     If  to Employee, to the Employee's residential address, as set forth in the
Company's  records.

     16.  Enforcement  of  Rights.  The  parties  expressly  recognize  that any
          -----------------------
breach  of  this  Agreement  by  either party is likely to result in irrevocable
injury  to the other party and agree that such other party shall be entitled, if
it  so  elects, to institute and prosecute proceedings in any court of competent
jurisdiction,  either  in  law or in equity, to obtain damages for any breach of
this Agreement, or to enforce the specific performance of this Agreement by each
party  or  to  enjoin  any party from activities in violation of this Agreement.
Should  either party engage in any activities prohibited by this Agreement, such
party  agrees  to  pay  over  to the other party all compensation, remuneration,
monies  or  property  of  any  sort received in connection with such activities.
Such  payment shall not impair any rights or remedies of any non-breaching party
or  obligations or liabilities of any breaching party pursuant to this Agreement
or  any  applicable  law.

     17.  Entire Agreement.  This Agreement contains the entire understanding of
          ----------------
the  parties  with  respect  to  the  subject matter contained herein and may be
altered,  amended  or  superseded only by an agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge  is  sought.

     18.  Parties in Interest.  This  Agreement  shall  inure to the benefit and
          -------------------
shall  be  binding  upon  the  Company,  the  Employee,  and  their  respective
successors,  assigns  and  heirs.  The  rights of any party under this Agreement
shall  not  be assignable, except that Company reserves the right to assign this
Agreement  to any of its affiliates or subsidiaries, without Employee's consent.
Any  assignee of Company shall be entitled to all rights and benefits of Company
contained  in  this  Agreement.

          The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
assets  of  the  Company  or  the  business with respect to which the duties and
responsibilities  of  Employee  are principally related, to expressly assume and
agree  to  perform this Agreement in the same manner and to the same extent that
Company  would  have been required to perform it if no such succession had taken
place.  As  used  in  this Agreement, "Company" shall mean the Company as herein
before  defined  and  any  successor  to its business and/or assets as aforesaid
which  executes  and  delivers  the  assumption  agreement  provided for in this
Section  18  or which otherwise becomes bound by all the terms and provisions of
this  Agreement  by  operation  of  law.

     19.  Representation of Employee.  Employee  represents and warrants that he
          --------------------------
is not party to or bound by any agreement or contract or subject to any
restrictions including without limitation any restriction imposed in connection
with previous employment which prevents Employee from entering into and
performing his obligations under this Agreement.

     20.  Dispute Resolution Procedure.  The parties agree that as an essential
          ----------------------------
element of this Agreement, any controversy, dispute, or claim arising out of,
concerning or otherwise relating to this Agreement or the breach thereof, as
well as any claim arising under any federal, state, local or common law
governing the relationship between the Company and Employee, shall be settled by
arbitration in accordance with the rules of the American Arbitration Association
then in effect. Any such arbitration will be conducted in the Metropolitan
Greater Cincinnati,


<PAGE>
Ohio/Northern Kentucky area. The exact location and time of
the arbitration shall be agreed to by the parties and the panel. In the event
the parties cannot agree, the panel shall designate the location and time of the
arbitration. Either party may initiate arbitration by filing a demand for
binding arbitration in accordance with the Arbitration Rules. The parties shall
attempt to agree upon and appoint a panel of three (3) arbitrators promptly
after the demand is filed. Each of those arbitrators must have the requisite
qualifications to arbitrate the dispute. If the parties are unable to agree upon
the selection of arbitrators within ten (10) business days after the date the
dispute is submitted to arbitration, either party may request the American
Arbitration Association to appoint a panel of three (3) arbitrators who possess
the requisite qualifications to arbitrate the dispute. The arbitration shall be
binding in nature and the parties acknowledge that the decision is final, not
subject to judicial review, and may be entered and enforced in any Court of
competent jurisdiction. Unless otherwise agreed by the parties in advance of the
arbitration, each party shall be responsible for one-half (1/2) of the fees and
expenses incurred in connection with the alternative dispute methods described
herein above during the course of said process. Notwithstanding the foregoing,
the parties acknowledge and agree that the prevailing party in the arbitration
proceeding shall be entitled to recover applicable attorneys fees, all
reasonable out-of-pocket expenses, as well as any and all other costs associated
with the arbitration, including the Arbitrators' fees.

     21.  Prior Agreement.  This Agreement shall supersede and cancel any
          ---------------
previous agreement entered into by and between the Employee and Company
regarding the subject matter.


     IN  WITNESS  WHEREOF,  this Agreement has been executed effective as of the
day  and  year  first  above  written.

WITNESSES:                             POMEROY  COMPUTER  RESOURCES,  INC.

                                       By:
-------------------------                 -------------------------------

-------------------------

-------------------------              ----------------------------------
                                                TIMOTHY E. TONGES
-------------------------


<PAGE>