May  6th,  1999



Pomeroy  Computer  Resources,  Inc.
1020  Petersburg  Road
Hebron,  Kentucky  41048

Gentlemen:

     Reference  is  made to that certain Asset Purchase Agreement dated May 6th,
1999,  and an Assignment and Assumption Agreement of even date herewith pursuant
to  which  the  undersigned,  SYSTEMS  ATLANTA COMMERCIAL SYSTEMS, INC. (Seller)
sold,  assigned,  transferred  and  conveyed to POMEROY COMPUTER RESOURCES, INC.
(Purchaser No. 1") to the extent permitted, its interest in certain contracts as
set  forth  on  Exhibit  A attached to said Assignment and Assumption Agreement.
Pursuant  to  such  Assignment  and  Assumption Agreement, Seller agreed to take
additional  action  to  carry  out  the terms of the Asset Purchase Agreement to
enable  Purchaser  No.  1  to  perform  the  obligations  of  Seller under these
contracts  and  to  allow  Purchaser No. 1 to enforce Sellers rights under these
contracts.

     In  order  to  fulfill  this obligation, the undersigned hereby agrees that
until  such  time  as  a  new  contract  with these customers is obtained, or an
assignment  is  approved by them, Purchaser No. 1 is hereby engaged by Seller to
perform  Sellers  obligations  under  the  contracts  in  consideration  for all
remaining  amounts  to  be  paid to Seller under such contracts and/or any other
consideration  to  be  provided to Seller under the contracts.  Seller agrees to
cooperate with Purchaser No. 1 in performing these contracts and in dealing with
the  customers,  including  such  billing  procedures,  invoicing  procedures,
collection  procedures and other bookkeeping issues or customer relations issues
as  Purchaser  No.  1  may  deem necessary and appropriate to fulfill its duties
under  the  contracts.  To  acknowledge  your  agreement  and  acceptance to the
foregoing, please execute the duplicate original enclosed herewith and return it
to  the  undersigned.

                              Sincerely,

                              SYSTEMS  ATLANTA  COMMERCIAL  SYSTEMS,  INC.


                              By:  ___________________________________________
                                    B.  Scott  Dobson,  Vice-President

Agreed and Accepted this 6th day of May, 1999

                              POMEROY  COMPUTER  RESOURCES,  INC.


                              By:  ___________________________________________
                                   Stephen E. Pomeroy, Chief Financial Officer