May  6th,  1999



Pomeroy  Select  Integration  Solutions,  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  SELECT  INTEGRATION
SOLUTIONS,  INC.  (Purchaser  No.  2")  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.  2 to perform the obligations of
Seller  under  these  contracts  and to allow Purchaser No. 2 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. 2 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. 2 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.  2  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  SELECT  INTEGRATION  SOLUTIONS,  INC.


                              By:  ___________________________________________
                                   Stephen E. Pomeroy, Chief Financial Officer