POMEROY  COMPUTER  RESOURCES,  INC.
                  THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT is made as of the 6th day of
January, 2002, by and between Pomeroy Computer Resources, Inc., a Delaware
corporation ("Company"), and Stephen E. Pomeroy ("Employee").

     WHEREAS, on the 6th day of January, 1999, the Company's wholly owned
subsidiary, Pomeroy Select Integration Solutions, Inc., and Employee executed an
Employment Agreement ("Agreement");

     WHEREAS, effective September 1, 1999, Pomeroy Select Integration Solutions,
Inc. and Employee executed a First Amendment to Employment Agreement;

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

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

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


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

          Base Salary. During the Company's 2002 fiscal year, Employee shall be
          -----------
     paid at the annual rate of Four Hundred Fifty Thousand Dollars
     ($450,000.00) per year. This rate shall continue for each subsequent year
     of the Agreement unless modified by the Compensation Committee of the
     Company.

1.   Sections 5(b) and 5(c) shall be deleted in their entirety, and in lieu
thereof, the following Sections 5(b) and 5(c) are amended, commencing with the
2002 fiscal year, as follows:
2.

          (b)     Annual  Bonus
                  -------------

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

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


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

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

          (c)  Annual  Bonus  Determination
               ----------------------------

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

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


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

1.          Section  19  shall  be amended by adding at the end of such Section,
the  following  language:
2.

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

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

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


____________________________                POMEROY  COMPUTER  RESOURCES,  INC.


____________________________                By:


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____________________________                ____________________________
                                            Stephen  E.  Pomeroy


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