POMEROY COMPUTER RESOURCES INC
<DOCUMENT>
<TYPE>EX-10.(J)(7)
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>
                        POMEROY COMPUTER RESOURCES, INC.
                    FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS  FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT is made as of the 6th day of
January,  2003,  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 entered into a Third Amendment to Employment
Agreement  effective  January  6,  2002;  and

     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 2003 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 2003 fiscal year, Employee shall be
          -----------
     paid  at  the  annual  rate  of  Four  Hundred  Fifty  Thousand  Dollars
     ($450,000.00)  per  year.  During  the Company's 2004 fiscal year, Employee
     shall  be  paid  at  the  annual  rate of Four Hundred Ninety-Five Thousand
     Dollars  ($495,000.00)  per  year.  During  the Company's 2005 fiscal year,
     Employee  shall  be  paid  at  the  annual  rate of Five Hundred Forty-Four
     Thousand  Five  Hundred  Dollars  ($544,500.00).  The 2005 fiscal year rate
     shall continue for each subsequent year of the Agreement unless modified by
     the  Compensation  Committee  of  the  Company.


                                Page 1 of 5 Pages
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     2.   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
2003  fiscal  year,  as  follows:

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

          Employee  shall  be entitled to a bonus and non-qualified stock option
     award  for  the  2003  fiscal  year  in  the  event  Employee satisfies the
     applicable  criteria  set  forth  below  of  the income from operations (as
     defined)  of  the  Company  for  2003,  as  follows:

          (i)  Income  from operations greater than $26,000,000.00 but less than
               or  equal  to  $27,500,000.00 = $150,000.00 cash bonus and 75,000
               non-qualified  stock  options;

          (ii) Income  from operations greater than $27,500,000.00 but less than
               or  equal  to $29,000,000.00 = $250,000.00 cash bonus and 100,000
               non-qualified  stock  options;

         (iii) Income  from operations greater than $29,000,000.00 but less than
               or  equal  to $30,500,000.00 = $350,000.00 cash bonus and 125,000
               non-qualified  stock  options;

          (iv) Income  from operations greater than $30,500,000.00 = $500,000.00
               cash  bonus  and  150,000  non-qualified  stock  options.


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

          Within  thirty  (30) days of the conclusion of the 2003 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,


                                Page 2 of 5 Pages
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     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).

          For  purposes of this Agreement, the term income from operations shall
     be  computed  without respect to the bonus payable to the Employee pursuant
     to  Section 5(b), 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)  and shall exclude any extraordinary one-time charges
     made by Company during said fiscal year. 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.

          In  the event that Company would acquire during its 2003 fiscal year a
     company  that  had  gross  revenues  in excess of $100,000,000 for its most
     recently  concluded  fiscal  year, Company and Employee shall in good faith
     determine  whether  any  adjustments to the income from operations criteria
     set  forth  above,  whether  upward  or downward, shall be made in order to
     reflect  the  effect  of such acquisition on the operations of the Company.


                                Page 3 of 5 Pages
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     3.   Section  6(b) shall be amended by inserting the words "four (4) weeks"
in lieu of the words "two (2) weeks."

     4.   Section  6(e) is  deleted  in  its  entirety  and in lieu thereof, the
following  Section  6(e)  shall  be  inserted:

          e. During the term of this Agreement, Company shall provide an expense
     allowance  of  One  Thousand  Two  Hundred Dollars ($1,200.00) per month to
     Employee  to reimburse Employee for all reasonable gas expenses incurred by
     him  incident  to  the  business use and operation of his automobile and to
     reimburse  Employee  for  the business use of his home and various cellular
     phones, home phones, faxes, computers, etc. Employee shall provide Company,
     upon  request,  with  any  documentation  substantiating  such expenditures
     hereunder.

     5.   The  Agreement  shall be amended by adding at the end of Section 6(f),
the following  6(g):

          6(g).  Flight Time Business Usage. In the event of a Change of Control
     as  defined  under  the terms of this Agreement, Employee shall be provided
     each  year  with  one hundred fifty (150) hours of flight time for business
     usage  by  private  air  carrier  provided  by Cincinnati Air or some other
     executive  jet  service  that  may  be designated by Employee. In the event
     Employee  does  not  use  such designated hours of flight time for business
     usage during any particular year after a Change in Control has occurred, no
     carryover  shall  exist  for  any  unused  time.

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

          Employee  shall  be  awarded,  effective January 6, 2003, 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 6, 2003. 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.


                                Page 4 of 5 Pages
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     IN  WITNESS WHEREOF, this Fourth Amendment to Employment Agreement has been
executed  as  of  the  day  and  year  first  above  written.


__________________________________     POMEROY  COMPUTER  RESOURCES,  INC.


__________________________________     By:  __________________________________




__________________________________          __________________________________
                                            Stephen E. Pomeroy

__________________________________


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