SECOND AMENDMENT TO
               CREDIT FACILITIES AGREEMENT AND WAIVER OF DEFAULTS

     This SECOND AMENDMENT TO CREDIT FACILITIES AGREEMENT AND WAIVER OF DEFAULTS
(this "Agreement") is entered into and effective as of _______ ___, 2002, by and
among  Pomeroy  Computer  Resources, Inc., Pomeroy Select Integration Solutions,
Inc.,  Pomeroy  Select Advisory Services, Inc., Pomeroy Computer Resources Sales
Company,  Inc.,  Pomeroy  Computer  Resources  Holding  Company,  Inc.,  Pomeroy
Computer  Resources  Operations, LLP, Technology Integration Financial Services,
Inc.,  T.I.F.S.  Advisory  Services,  Inc.,  TheLinc,  LLC and Val Tech Computer
Systems,  Inc.  (collectively  and  separately  referred to as, "Borrower"), and
Deutsche  Financial  Services  Corporation ("DFS"), as Administrative Agent, and
DFS  and  the  other  lenders listed on the signature pages and Exhibit 3 to the
Original  Loan  Agreement (as defined below) and their respective successors and
permitted  assigns,  as  "Lenders"  (the  "Lenders").

                                    RECITALS:
                                    --------

A.   Borrower, Administrative Agent and Lenders are party to that certain Credit
     Facilities  Agreement  dated  as  of June 28, 2001, as amended by the First
     Amendment to Credit Facilities Agreement dated as of November 13, 2001 (the
     "Original  Loan  Agreement").

B.   Lenders  and Borrower have agreed to the provisions set forth herein on the
     terms  and  conditions  contained  herein.

                                    AGREEMENT
                                    ---------

     Therefore,  in  consideration  of  the  mutual  agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative  Agent  and  the  Lenders  hereby  agree  as  follows:

1. DEFINITIONS. All references to the "Agreement" or the "Loan Agreement" in the
Original  Loan  Agreement and in this Agreement shall be deemed to be references
to  the  Original  Loan  Agreement  as  it  may  be amended, restated, extended,
renewed,  replaced,  or  otherwise modified from time to time. Capitalized terms
used  and  not  otherwise  defined  herein  have  the meanings given them in the
Original  Loan  Agreement.

2.  EFFECTIVENESS  OF  AGREEMENT.  This  Agreement  shall become effective as of
________  ___,  2002 (except for: (A) Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, and
5.9  of  this  Agreement, which shall become effective as of September 21, 2001;
and  (B)  Section  5.11 which shall become effective as of January 6, 2002), but
only  if  this Agreement has been executed by Borrower, Administrative Agent and
the  Lenders,  and  only  if  all  of  the documents listed on Exhibit A to this
Agreement  have  been  delivered and, as applicable, executed, sealed, attested,
acknowledged,  certified,  or  authenticated,  each  in  form  and  substance
satisfactory  to Administrative Agent and the Lenders, and only if the amendment
fee  described  in  Section  3  of this Agreement has been paid in full in cash.

3.  AMENDMENT  FEE.  Borrower shall pay to Administrative Agent a non-refundable
amendment  fee  of  $100,000,  to be shared among the Lenders in accordance with
their  pro-rata  shares  as  set  forth  on  Exhibit  3  to  the Loan Agreement.


<PAGE>
4.  WAIVER OF DEFAULTS. Borrower has notified Administrative Agent that Borrower
has violated the Minimum Net Income After Tax covenant contained in Section 15.5
as  of the end of Borrower's fiscal quarter ended January 5, 2002. Under Section
16.1.7, Borrower's violation of the referenced financial covenant constitutes an
Event  of  Default.  Borrower has requested that the Required Lenders waive such
Event of Default. The Required Lenders hereby waive the Event of Default arising
under Section 16.1.7 due to Borrower's violation of the Minimum Net Income After
Tax  covenant  contained  in  Section  15.5  as  of the end of Borrower's fiscal
quarter  ended  January  5,  2002.  The  waivers contained in this Section 4 are
specific in intent and are valid only for the specific purposes for which given.
Nothing  contained  herein obligates Administrative Agent or any Lender to agree
to  any  additional  waivers  of  any  provisions  of any of the Loan Documents,
including  but not limited to Sections 15.5 and 16.1.7. The waivers contained in
this  Section are waivers of known Events of Default only, and shall not operate
as a waiver of Administrative Agent's or any Lender's right to exercise remedies
resulting  from  (i) existing and/or continuing Defaults or Events of Default of
which  Administrative  Agent or such Lender is not actually aware, or (ii) other
future  Defaults  or  Events  of Default, whether or not of a similar nature and
whether  or  not  known  to  Administrative  Agent  or  any  Lender.

5.  AMENDMENTS.  The  Original  Loan  Agreement  is  hereby  amended as follows:

     5.1.     RESERVE  AGAINST  AVAILABILITY. Section  3.1.2  of the Original
Loan Agreement is amended by replacing the final sentence thereof (which defines
the term "Maximum Available Amount") with the following sentences: "The "Maximum
Available Amount" (which can be a negative number) on any date shall be a Dollar
amount equal to (i) the lesser of (A) the amount of the Aggregate Revolving Loan
Commitment  and  (B)  the Borrowing Base on such date, minus (ii) the sum of (a)
the  Swingline  Loan,  (b)  the  Floorplan  Shortfall, and (c) a reserve against
availability  in  the  amount  of  $4,700,000.00  (the  "Availability Reserve").
Administrative Agent may increase or decrease the Availability Reserve from time
to  time  in  its  sole  reasonable  discretion.  Notwithstanding  the foregoing
sentence,  Administrative  Agent  will  increase  or  decrease  the Availability
Reserve  from  time  to  time  at  the  direction  of  the  Required  Lenders."

     5.2.     PRIME  INCREMENTS  AND  LIBOR  INCREMENTS. The  table  in  Section
4.7  of the Original Loan Agreement is deleted in its entirety and replaced with
the  following:

<TABLE>
<CAPTION>
"TOTAL FUNDED                 REVOLVING               TERM LOANS      BASE RATE       BASE RATE
INDEBTEDNESS TO EBITDA        LOANS AND               AND FLOORPLAN   INCREMENT FOR   INCREMENT FOR
                              SWINGLINE LOANS LIBOR   LOANS LIBOR     REVOLVING       TERM LOANS
                              INCREMENT               INCREMENT       LOANS AND       AND FLOORPLAN
                                                                      SWINGLINE       LOANS
                                                                      LOANS
----------------------------  ----------------------  --------------  --------------  --------------
<S>                           <C>                     <C>             <C>             <C>
greater than 3.50:1.00                        3.75%%           4.00%           0.80%           1.05%
----------------------------  ----------------------  --------------  --------------  --------------
less than or equal to                          3.50%           3.75%           0.55%           0.80%
3.50:1.00 but greater than
3.00:1.00
----------------------------  ----------------------  --------------  --------------  --------------
less than or equal to                          3.25%           3.50%           0.30%           0.55%
3.00:1.00 but greater than
2.50:1.00
----------------------------  ----------------------  --------------  --------------  --------------
less than or equal 2.50:1.00                   3.00%           3.25%           0.05%           0.30%
but greater than or equal to
2.00:1.00
----------------------------  ----------------------  --------------  --------------  --------------
less than 2.00:1.00                            2.75%           3.00%          -0.20%         0.05%"
----------------------------  ----------------------  --------------  --------------  --------------
</TABLE>


                                        2
<PAGE>
     5.3.     CAPITALIZATION.  Section  11.13  of the Original Loan Agreement is
deleted  in  its  entirety  and  replaced  with  the  following:

     "11.13.  CAPITALIZATION.  Each  Covered  Person's authorized capital stock,
     partnership  interests  and membership interests and issued and outstanding
     capital  stock,  partnership  interests  and  membership  interests  is  as
     described in section 11.13 of the Disclosure Schedule (which Borrower shall
     update  with  respect  to  a  new  Subsidiary  created in connection with a
     Permitted  Acquisition  (without the necessity of obtaining Required Lender
     consent)  if Borrower complies with the terms of Section 14.21 hereof), and
     all  issued  and  outstanding  shares, partnership interests and membership
     interests  of each Covered Person are validly issued and outstanding, fully
     paid  and  non-assessable,  and are owned beneficially and of record by the
     Persons  listed."

     5.4.     SUBSIDIARIES. Section  11.38  of  the  Original  Loan Agreement is
deleted in its entirety and replaced  with  the  following:

     "11.38.  SUBSIDIARIES  AND AFFILIATES. Borrower has no Subsidiaries and has
     no  Affiliates  who  are  not  individuals,  except those Persons listed in
     section  11.38 of the Disclosure Schedule (which Borrower shall update with
     respect  to  a  new  Subsidiary  created  in  connection  with  a Permitted
     Acquisition  or  a  Subsidiary  created incident to the reorganization of a
     Subsidiary acquired in connection with a Permitted Acquisition (without the
     necessity  of  obtaining Required Lender consent) if Borrower complies with
     the  terms  of  Section  14.21  hereof)."

     5.5.     PERMITTED  INDEBTEDNESS.  Section  14.2.5  of  the  Original  Loan
Agreement is  deleted  in  its  entirety  and  replaced  with  the  following:

     "14.2.5.  Indebtedness  (except  for  bona  fide  inter-company  sales  of
     Inventory)  of  any  Borrower  or  Subsidiary  to  any  other  Borrower  or
     Subsidiary  provided  that  (i)  complete  and  accurate  records  of  such
     Indebtedness  are maintained by each such Borrower, (ii) such Indebtedness,
     if it is in excess of $5,000,000 in the aggregate in any given case, at the
     option of the Administrative Agent, shall be evidenced by a promissory note
     and  collaterally  assigned and pledged to the Administrative Agent for the
     benefit of the Lenders pursuant to documents satisfactory to Administrative
     Agent,  and  (iii)  if  at  any  time  such  Indebtedness is evidenced by a
     promissory  note, it shall be immediately collaterally assigned and pledged
     to  the  Administrative  Agent  for  the  benefit  of  the  Lenders."

     5.6.     INDIRECT OBLIGATIONS. Section 14.5 of the Original Loan  Agreement
is deleted in its entirety and replaced  with  the  following:

     "14.5  INDIRECT  OBLIGATIONS.  Create,  incur, assume or allow to exist any
     Indirect  Obligations except Indirect Obligations existing on the Execution
     Date  and  disclosed on section 11.21 of the Disclosure Schedule and except
     Indirect  Obligations of a Borrower with respect to Indebtedness of another
     Borrower  (other  than  Technology  Integration  Financial  Services, Inc.)
     incurred  in  connection  with  a  Permitted  Acquisition  and  otherwise
     constituting  Permitted Indebtedness or any other Permitted Indebtedness of
     another  Borrower  (other  than  Technology Integration Financial Services,
     Inc.)."


                                        3
<PAGE>
     5.7.     DISPOSAL  OF  PROPERTY. Section  14.9  of  the  Original  Loan
Agreement is deleted in its entirety and replaced  with  the  following:

     "14.9  DISPOSAL OF PROPERTY. Sell, transfer, exchange, or otherwise dispose
     of  any  of  its assets. Notwithstanding the foregoing (i) any Borrower may
     transfer any assets or equity interest or assign any Permitted Indebtedness
     to  any  other  Borrower  (other  than  to Technology Integration Financial
     Services,  Inc.)  that  it  acquires  or  assumes, as the case may be, in a
     Permitted  Acquisition,  and  (ii) unless a Default or Event of Default has
     occurred  and  is  continuing  (in which case any of the following shall be
     prohibited),  Borrower may sell, transfer or otherwise dispose of Inventory
     or  equipment  in  the  ordinary  course  of  business consistent with past
     practice,  provided  that  all  proceeds  of such sales, transfers or other
     dispositions  shall  be  deposited  into  the  Lockboxes."

     5.8.     CHANGE OF  CONTROL.  The  last  sentence  of  Section 14.12 of the
Original  Loan  Agreement  is  deleted  in  its  entirety  and replaced with the
following:

     "In  the  case of any Covered Person other than Pomeroy Computer Resources,
     Inc.,  merge or consolidate with or into another Person, provided, however,
     that  a  Covered  Person  may  merge  into  or  with a Borrower if (i) such
     Borrower  is  the surviving entity (except no Covered Person may merge with
     or  into  Technology  Integration  Financial  Services,  Inc.)  and  (ii)
     simultaneously  with such merger or consolidation, Administrative Agent has
     a  first  priority  Security Interest on all of the equity interests of the
     surviving  entity  and  all  of  such entity's assets (except for Permitted
     Security  Interests  on  any  such  assets);  or in the case of any Covered
     Person  other  than  Pomeroy Computer Resources, Inc., permit any Person or
     Group,  other  than  one  or  more other Borrowers, to become the record or
     beneficial  owner, directly or indirectly, on a fully diluted basis, of any
     securities  representing  any of the voting power of such Covered Person or
     any of such Covered Person's then outstanding capital stock or other equity
     interests,  or  to  acquire  the  power to elect any Person to the Board of
     Directors  (or  other  management  position  in the case of Covered Persons
     which  are  not  corporation)  of  such  Covered  Person."

     5.9.     CAPITAL  STRUCTURE;  EQUITY  SECURITIES. Section  14.13  of  the
Original  Loan  Agreement  is  deleted  in  its  entirety  and replaced with the
following:

     "14.13.  CAPITAL  STRUCTURE;  EQUITY SECURITIES. Except as permitted by the
     last  sentence  of  Section  14.12  hereof,  make any change in the capital
     structure  of  any  Covered  Person;  change  any  Charter Documents of any
     Covered Person which has or is reasonably likely to have a Material Adverse
     Effect on any Covered Person or which will or is reasonably likely to cause
     a Default or Event of Default; or issue or create any stock or other equity
     interest  (or  class  or  series  thereof),  or non-equity interest that is
     convertible  into  stock  or  other  equity  interest  (or  class or series
     thereof),  in  any  Covered  Person,  except  stock,  membership interests,
     partnership  interests  or  other  equity  interests  (or  class  or series
     thereof)  that  are  subordinated  in  right  of  payment  to  all the Loan
     Obligations  in  a  manner  satisfactory  to  Administrative  Agent."

     5.10.     BORROWING  BASE CERTIFICATE. Exhibit 13.15.1 to the Original Loan
Agreement (the form of Borrowing Base Certificate) is amended by inserting a new
line  immediately  below  the  line  with  the  "90%"  figure  as  follows:

     "Less  the  Dollar  amount  of  any  reserve  as set forth in Section 3.1.2
     $__________".


                                        4
<PAGE>
     5.11.     MINIMUM  NET  INCOME  AFTER  TAX.  Section  15.5  of  the  Loan
Agreement is deleted in its entirety and replaced with the  following:

     "15.5.  MINIMUM  NET INCOME AFTER TAX. Each Borrower covenants that its Net
     Income  as  a percentage of net sales as set forth in its income statement,
     calculated  as  of  the last day of each fiscal quarter for the four fiscal
     quarter  period then ended, shall be no less than (i) 0.75%, for the fiscal
     quarters  ending April 5, 2002, July 5, 2002, and October 5, 2002, and (ii)
     2.00%  for  the  fiscal  quarter ending January 5, 2003 and for each fiscal
     quarter  ending  thereafter."

6.  REPRESENTATIONS  AND WARRANTIES OF BORROWER. Each Borrower hereby represents
and  warrants  to  Administrative Agent and the Lenders that (i) such Borrower's
execution  of this Agreement has been duly authorized by all requisite action of
such  Borrower;  (ii)  no consents are necessary from any third parties for such
Borrower's  execution,  delivery  or  performance  of this Agreement, (iii) this
Agreement,  the Loan Agreement, and each of the other Loan Documents, constitute
the  legal,  valid  and  binding  obligations  of  Borrower  enforceable against
Borrower  in  accordance  with  their  terms,  except  to  the  extent  that the
enforceability thereof against Borrower may be limited by bankruptcy, insolvency
or  other  laws affecting the enforceability of creditors rights generally or by
equity  principles  of  general  application,  (iv)  except  as disclosed on the
supplemental disclosure schedule attached hereto as Exhibit B and the disclosure
schedule attached to the Original Loan Agreement, all of the representations and
warranties  contained  in  Section 11 of the Loan Agreement are true and correct
with  the  same  force  and  effect  as  if  made  on and as of the date of this
Agreement,  and  (v) after giving effect to this Agreement, there is no Existing
Default.

7.  REAFFIRMATION.  Each  Borrower hereby acknowledges and confirms that (i) the
Loan  Agreement  and  the  other Loan Documents remain in full force and effect,
(ii)  such  Borrower has no defenses to its obligations under the Loan Agreement
and the other Loan Documents, (iii) the Security Interests of the Administrative
Agent  under  the  Security  Documents secure all the Loan Obligations under the
Loan Agreement, continue in full force and effect, and have the same priority as
before  this  Agreement,  and  (iv)  such  Borrower  has  no  claim  against
Administrative  Agent  or any Lender arising from or in connection with the Loan
Agreement  or  the  other  Loan  Documents.

8.  GOVERNING  LAW. This Agreement has been executed and delivered in St. Louis,
Missouri,  and shall be governed by and construed under the laws of the State of
Missouri  without  giving  effect  to  choice  or  conflicts  of  law principles
thereunder.

9.  SECTION  TITLES. The section titles in this Agreement are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Agreement.

10. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Agreement may be executed in one
or more counterparts and on separate counterparts, each of which shall be deemed
an  original,  but  all  of  which  together  shall  constitute one and the same
instrument.  Signatures  to  this  Agreement  may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending  the  same.

11.  INCORPORATION  BY  REFERENCE.  Administrative  Agent,  Lenders and Borrower
hereby agree that all of the terms of the Loan Documents are incorporated in and
made  a  part  of  this  Agreement  by  this  reference.


                                        5
<PAGE>
12.  NOTICE-ORAL  COMMITMENTS  NOT  ENFORCEABLE.  The  following notice is given
pursuant  to Section 432.045 of the Missouri Revised Statutes; nothing contained
in  such  notice  shall  be  deemed  to  limit  or  modify the terms of the Loan
Documents:

     ORAL  AGREEMENTS  OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM  ENFORCING  REPAYMENT  OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH  DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
     FROM  MISUNDERSTANDING  OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING
     SUCH  MATTERS  ARE  CONTAINED  IN  THIS  WRITING, WHICH IS THE COMPLETE AND
     EXCLUSIVE  STATEMENT  OF  THE  AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE  IN  WRITING  TO  MODIFY  IT.

     {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES IMMEDIATELY
                                    FOLLOWS}


                                        6
<PAGE>
     IN  WITNESS  WHEREOF,  this Agreement has been duly executed as of the date
first  above  written.


POMEROY COMPUTER RESOURCES, INC., AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


POMEROY SELECT INTEGRATION SOLUTIONS, INC., AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


POMEROY SELECT ADVISORY SERVICES, INC., AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


POMEROY COMPUTER RESOURCES SALES COMPANY, INC., AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


POMEROY COMPUTER RESOURCES HOLDING COMPANY, INC., AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


POMEROY COMPUTER RESOURCES OPERATIONS, LLP, AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


                              Signature Page 1 of 3
<PAGE>
TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC., AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


T.I.F.S. ADVISORY SERVICES, INC., AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


THELINC, LLC, AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


VAL TECH COMPUTER SYSTEMS, INC., AS A BORROWER

By:_____________________________________
Name:___________________________________
Title:__________________________________


                              Signature Page 2 of 3
<PAGE>
DEUTSCHE FINANCIAL SERVICES CORPORATION,
 as Administrative Agent and a Lender

By:_____________________________________
Name:  Kenneth  MacDonell
Title:  Vice  President



FIRSTAR BANK, NATIONAL ASSOCIATION, AS A LENDER

By:_____________________________________
Name:___________________________________
Title:__________________________________


NATIONAL CITY BANK, AS A LENDER

By:_____________________________________
Name:___________________________________
Title:__________________________________


IBM CREDIT CORPORATION, AS A LENDER

By:_____________________________________
Name:___________________________________
Title:__________________________________


UPS CAPITAL CORPORATION, AS A LENDER

By:_____________________________________
Name:___________________________________
Title:__________________________________


FIFTH THIRD BANK, NORTHERN KENTUCKY, INC., AS A LENDER

By:_____________________________________
Name:___________________________________
Title:__________________________________


                              Signature Page 3 of 3
<PAGE>
                                    EXHIBIT A
                                    ---------

                           DOCUMENTS AND REQUIREMENTS
                           --------------------------



1.   Second  Amendment  to  Credit  Facilities  Agreement and Waiver of Defaults
     executed  by  Borrower  and  each  of  the  Lenders.

2.   Certified  Resolutions  of  each  Borrower  authorizing  the  execution and
     delivery  of the Second Amendment to Credit Facilities Agreement and Waiver
     of  Defaults.

3.   Payment  of  amendment  fee  described  in  Section  3  of  this Agreement.

4.   UCC  search  results  satisfactory  to Administrative Agent with respect to
     Ballantyne  Consulting  Group,  Inc.  and  System  5  Technologies,  Inc.

5.   Payment  to  Administrative  Agent  of all fees, expenses and other amounts
     owing  to Administrative Agent and the Lenders under the Loan Agreement and
     the  other  Loan  Documents.


                                        i
<PAGE>
                                    EXHIBIT B
                                    ---------

                               DISCLOSURE SCHEDULE
                               -------------------


                            None, if nothing listed.


                                        5
<PAGE>