POMEROY COMPUTER RESOURCES, INC.
                              EMPLOYMENT AGREEMENT


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

                              W I T N E S S E T H:

     WHEREAS,  the  parties  desire  to provide for Employee's employment by the
company  and  to  provide  him  with  compensation  incident  thereto;

     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  thirty  (30) 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.  Employee  shall  serve  as  the  Vice  President  of  Finance
          ------
and Administration for the Company.  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  Company.

     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
$175,000.00.  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
$200,000.00;  and  (2) if Company's net profit before taxes for fiscal year 2002
is  greater than 4.75% during that period, Employee's annual base salary for the
final  year  of  the  initial  term  of  this  three (3) year Agreement shall be
automatically  increased  to  $225,000.00.

          (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


<PAGE>
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  average  "days  sales  are outstanding" ("DSO") for the
respective  quarterly  period  so  long  as  the  percentage  of Company's total
accounts  receivable  outstanding for more than 90 days is less than or equal to
6%.  In accordance with the aforesaid caveat, in the event the average DSO's are
less than 49 for the applicable quarter, Employee shall be entitled to receive a
cash  bonus  of  $10,000.00;  if  the  average  DSO's  are  less than 47 for the
applicable  quarter,  Employee  shall  be  entitled  to  receive a cash bonus of
$15,000.00;  or,  if  the  average  DSO's  are  less  than 46 for the applicable
quarter,  Employee  shall  be entitled to receive a cash bonus of $20,000.00. In
the  event  more  than 6% of Company's total accounts receivable are outstanding
for  more  than  90 days, 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 $10,000.00  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 $15,000.00; or, if Company's NPBT is greater than 5.0%,
Employee  shall be entitled to receive a cash bonus of $20,000.00.  In the event
Company  fails  to  attain  the  NPBT  thresholds referenced hereinabove 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(c)(i)
                    and  5(c)(ii)  above are in effect for fiscal year 2001. For
                    each  subsequent  year,  the


                                      -2-
<PAGE>
                    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
$25,000.00  in cash or stock and 5,000 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 $50,000.00 in cash or stock and 7,500 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 $100,000.00 in cash or stock and
10,000  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)  Signing Bonus. The Company hereby agrees to provide Employee with
a signing bonus, in the form of 7,500 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  7,500 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  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).

          (g)  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 shall
          ----------------
be  entitled  to  the  following  benefits:

          (a)  Health  Insurance  -  During the term of this Agreement, Employee
shall  be  provided


                                      -3-
<PAGE>
with the standard medical health and insurance coverage maintained by Company on
its  employees.

          (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  Company.

          (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  $600.00  per month during the term of this Agreement.
Employee  shall  be  responsible for all maintenance and repairs to such vehicle
and  for  any  insurance  coverage  relating  thereto.

          (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 $300,000.00. 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 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 $300,000.00 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  $300,000.00  at  standard  rates.

          (g)  Employee  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 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


                                      -4-
<PAGE>
ownership, investment, employment, or otherwise, or in any relation whatsoever:

          (1)     solicit,  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 microcomputer business, or the business of being
a value added reseller or 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 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; Tulsa, Oklahoma; Little Rock,
Arkansas; Harrisburg, Pennsylvania; Minneapolis, Minnesota; San Antonio, Texas;
Houston, 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  employ in any capacity any
employee  or  agent  of  Company,  or  any  of  its  subsidiaries.

          (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 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;  and

         (iv)      any  other  business  activity  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 Company elects in writing to compensate Employee pursuant to Section 11 of
this  Agreement.


                                      -5-
<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
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 or
proprietary information (except (i) information which becomes publicly available
without  violation  of  this Employment 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  of  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;

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


                                      -6-
<PAGE>
              (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;(v)insubordination; or (vii) any
material  breach  by  Employee  of  this  Agreement.


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

         (iv)  In  the  event  Company  terminates  Employee's  employment
hereunder  for  cause  pursuant  to  Section  10(a)(iv),  Employee's  deferred
compensation  and  other  incentive compensation, if any, shall be forfeited and
Employee  shall  not  be  entitled  to  any  portion  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


                                      -7-
<PAGE>
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.
                          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


                                      -8-
<PAGE>
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, 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


                                      -9-
<PAGE>
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:
-------------------------                -------------------------------

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

-------------------------             ----------------------------------
                                               MIKE ROHRKEMPER
-------------------------


                                      -10-
<PAGE>