POMEROY COMPUTER RESOURCES INC
<DOCUMENT>
<TYPE>EX-10.(MM)(14)
<SEQUENCE>6
<FILENAME>doc6.txt
<TEXT>
                           FIFTH AMENDMENT AND CONSENT
                         TO CREDIT FACILITIES AGREEMENT
                            (WITH WAIVER OF DEFAULTS)

     This  FIFTH  AMENDMENT  AND  CONSENT  TO  CREDIT FACILITIES AGREEMENT (this
"Agreement")  is  entered  into  and effective as of July 21, 2003, by and among
Pomeroy  IT  Solutions,  Inc.  (formerly  known  as, Pomeroy Computer Resources,
Inc.),  Pomeroy  Select  Integration  Solutions,  Inc.,  Pomeroy Select Advisory
Services,  Inc.,  Pomeroy  IT  Solutions Sales Company, Inc. (formerly known as,
Pomeroy  Computer  Resources  Sales  Company,  Inc.), Pomeroy Computer Resources
Holding Company, Inc., Pomeroy Computer Resources Operations, LLP, PCR Holdings,
Inc.  (formerly  known as, Technology Integration Financial Services, Inc.), PCR
Properties, Inc. (formerly known as, T.I.F.S. Advisory Services, Inc.), TheLinc,
LLC,  Val  Tech Computer Systems, Inc., and Micrologic Business Systems of K.C.,
LLC  (collectively and separately referred to as, "Borrower"), and GE Commercial
Distribution  Finance Corporation, formerly known as Deutsche Financial Services
Corporation  ("GECDF"), as Administrative Agent, and GECDF and the other lenders
listed  on  the  signature  pages  hereto  (and  their respective successors and
permitted  assigns),  as  "Lenders"  (the  "Lenders").

                                    RECITALS:
                                    --------

A.   Borrower, Administrative Agent and Lenders are party to that certain Credit
     Facilities  Agreement  dated  as  of June 28, 2001, as amended by the First
     Amendment  to Credit Facilities Agreement dated as of November 13, 2001, as
     amended  by the Second Amendment to Credit Facilities Agreement dated as of
     March  18,  2002,  as  amended by the Third Amendment and Consent to Credit
     Facilities Agreement, dated as of April 11, 2002, and as further amended by
     the  Fourth  Amendment and Consent to Credit Facilities Agreement, dated as
     of  May  12,  2003  (the  "Fourth Amendment) and each of the consents given
     thereunder  (as  amended from time to time, the "Original Loan Agreement").

B.   Required  Lenders  and  Borrower  have  agreed  to the provisions set forth
     herein  on  the  terms  and  conditions  contained  herein.

                                    AGREEMENT
                                    ---------

     Therefore,  in  consideration  of  the  mutual  agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative  Agent  and  the  Required  Lenders  hereby  agree  as  follows:

1.     DEFINITIONS. All references to the "Agreement" or the "Loan Agreement"
in  the  Original  Loan  Agreement  and  in this Agreement shall be deemed to be
references  to  the  Original  Loan  Agreement  as  it may be amended, restated,
extended,  renewed,  replaced,  or  otherwise  modified  from  time  to  time.
Capitalized  terms used and not otherwise defined herein have the meanings given
them  in  the  Loan  Agreement.

2.     EFFECTIVENESS OF  AGREEMENT.  This  greement shall become effective as of
July  21,  2003,  but only if this Agreement has been executed by each Borrower,
Administrative  Agent  and  the  Required  Lenders.

3.     AMENDMENT  OF  CONSENT TO REDEMPTIONS. The first sentence of Section 4
to  the  Fourth  Amendment  is  hereby  deleted and replaced with the following:


<PAGE>
     "Notwithstanding the terms of Section 14.11 of the Original Loan Agreement,
     the  Required  Lenders  consent  to the redemption by Pomeroy IT Solutions,
     Inc. (formerly known as, Pomeroy Computer Resources, Inc.) of the lesser of
     (i)  Thirteen  Million  Dollars  ($13,000,000)  market  value  of shares of
     Pomeroy  IT  Solutions,  Inc.'s  (formerly  known  as,  Pomeroy  Computer
     Resources,  Inc.)  common  stock, or (ii) One Million (1,000,000) shares of
     Pomeroy Computer Resources, Inc.'s common stock, in any case if and only if
     there  is no Existing Default and no Default or Event of Default will occur
     or  is  reasonably  likely  to  occur  as  a  result  of  such redemption."

4.     CONSENT TO DIVIDEND. Notwithstanding the  terms  of Section  14.10 of the
Original  Loan Agreement, the Required Lenders consent to the payment by Pomeroy
IT  Solutions,  Inc.  (formerly known as, Pomeroy Computer Resources, Inc.) of a
cash  dividend  up  to  an  aggregate  of Ten Million Dollars ($10,000,000) with
respect  to its common stock, if and only if there is no Existing Default and no
Default  or  Event  of  Default will occur or is reasonably likely to occur as a
result of such payment of a dividend after giving effect to this Agreement. Such
payment  of  a  dividend may occur in one or more dividend declarations, in each
case subject to the conditions set forth in the preceding sentence. This consent
is  conditioned upon all such dividends being declared and paid on or before the
close  of  business  on  June  25,  2004.

5.     WAIVER  OF  DEFAULTS.  Borrower has notified  Administrative  Agent  that
Borrower  has  violated  the Minimum Fixed Charge Coverage covenant contained in
Section  15.6  as of the end of Borrower's fiscal quarters ended January 5, 2003
and  April 5, 2003. Under Section 16.1.7, Borrower's violation of the referenced
financial  covenant  constitutes an Event of Default. The Borrower has requested
that  the  Required  Lenders  waive  such Event of Default. The Required Lenders
hereby waive the Event of Default arising under Section 16.1.7 due to Borrower's
violation  of  the  Minimum  Fixed Charge Coverage covenant contained in Section
15.6 as of the end of Borrower's fiscal quarters ended January 5, 2003 and April
5,  2003. The waivers contained in this Section 5 are specific in intent and are
valid  only  for the specific purposes for which given. Nothing contained herein
obligates  Administrative Agent or any Lender to agree to any additional waivers
of  any  provisions  of  any of the Loan Documents, including but not limited to
Sections  15.6  and 16.1.7. The waivers contained in this Section are waivers of
known  Events  of  Default  only,  and  shall  not  operate  as  a  waiver  of
Administrative Agent's or any Lenders' right to exercise remedies resulting from
(i)  existing  and/or  continuing  Defaults  or  Events  of  Default  of  which
Administrative  Agent or such Lender is not actually aware, or (ii) other future
Defaults or Events of Default, whether or not of a similar nature and whether or
not  known  to  Administrative  Agent  or  any  Lender.

6.     AMENDMENTS.  The  Original  Loan  Agreement is hereby amended as follows:

     6.1.  SPECIAL  DEFINITIONS  - FIXED CHARGES. For all periods after April 5,
2003,  the  definition  of  Fixed  Charges  in Section 15.1 of the Original Loan
Agreement  is  deleted  in  its  entirety  and  replaced  with  the  following:

     "15.1.  SPECIAL DEFINITIONS - FIXED CHARGES. "Fixed Charges" means, for any
     period of calculation, the sum of (i) Interest Expense, (ii) the sum of all
     scheduled  principal  payments  on  long  term  Indebtedness  of  Borrower
     (including mandatory payments on the Term Loan, but excluding all scheduled
     principal payments on the Subordinated Indebtedness (so long as there is no
     breach  by  the  Subordinated  Lender  or the Borrower to any Subordination
     Agreement) and current maturities of "leasehold indebtedness" as determined
     under GAAP), (iii) federal, state and local income taxes paid, (iv) Capital
     Expenditures  (excluding  permitted expenditures for


                                        2
<PAGE>
     Permitted Acquisitions or acquisitions otherwise consented to in writing by
     Required  Lenders),  (v)  dividends and distributions paid or declared, and
     (vi)  the  sum  of  all  scheduled  payments  under  all  Capital  Leases.
     Notwithstanding  (v)  immediately  above,  the calculation of Fixed Charges
     shall  exclude  for  the trailing four fiscal quarters effected thereby, an
     aggregate  of  Ten Million Dollars ($10,000,000) of cash dividends declared
     and  paid by Pomeroy IT Solutions, Inc. (formerly known as Pomeroy Computer
     Resources,  Inc.)  on  its common stock on or after July 21, 2003 but on or
     before  June  25,  2004  if such dividends are permitted to be declared and
     paid  under  the  terms  of  this  Agreement  and the other Loan Documents.

     6.2.  MINIMUM  FIXED  CHARGE COVERAGE. For all periods after April 5, 2003,
Section  15.6  of  the  Original  Loan  Agreement is deleted in its entirety and
replaced  with  the  following:

     "15.6.  MINIMUM  FIXED  CHARGE  COVERAGE.  Each Borrower covenants that the
     ratio  of Borrower's EBITDA to Fixed Charges, calculated as of the last day
     of  each fiscal quarter for the four fiscal quarter period then ended shall
     be  no  less  than 2.00:1.00 for any fiscal quarter ending after January 5,
     2003."

7.     REPRESENTATIONS  AND  WARRANTIES  OF  BORROWER.  Each  Borrower  hereby
represents  and  warrants  to Administrative Agent and the Lenders that (i) such
Borrower's execution of this Agreement has been duly authorized by all requisite
action  of  such Borrower; (ii) no consents are necessary from any third parties
for  such Borrower's execution, delivery or performance of this Agreement, (iii)
this  Agreement,  the  Loan  Agreement,  and  each  of the other Loan Documents,
constitute  the  legal,  valid  and  binding obligations of Borrower enforceable
against  Borrower  in accordance with their terms, except to the extent that the
enforceability thereof against Borrower may be limited by bankruptcy, insolvency
or  other  laws affecting the enforceability of creditors rights generally or by
equity  principles  of  general  application,  (iv)  except  as disclosed on the
disclosure  schedule  attached  to  the  Original  Loan  Agreement,  all  of the
representations and warranties contained in Section 11 of the Loan Agreement are
true and correct with the same force and effect as if made on and as of the date
of  this  Agreement,  and (v) after giving effect to this Agreement, there is no
Existing  Default.

8.     REAFFIRMATION.  Each Borrower hereby acknowledges and confirms that (i)
the Loan Agreement and the other Loan Documents remain in full force and effect,
(ii)  such  Borrower has no defenses to its obligations under the Loan Agreement
and the other Loan Documents, (iii) the Security Interests of the Administrative
Agent  under  the  Security  Documents secure all the Loan Obligations under the
Loan Agreement, continue in full force and effect, and have the same priority as
before  this  Agreement,  and  (iv)  such  Borrower  has  no  claim  against
Administrative  Agent  or any Lender arising from or in connection with the Loan
Agreement  or  the  other  Loan  Documents.

9.     GOVERNING LAW. This Agreement has been  executed  and  delivered  in  St.
Louis,  Missouri,  and  shall be governed by and construed under the laws of the
State of Missouri without giving effect to choice or conflicts of law principles
thereunder.

10.    SECTION  TITLES.  The  section  titles  in  this  Agreement  are  for
convenience  of  reference  only  and shall not be construed so as to modify any
provisions  of  this  Agreement.

11.    COUNTERPARTS;  FACSIMILE TRANSMISSIONS. This Agreement  may  be  executed
in one or more counterparts and on separate counterparts, each of which shall be
deemed  an original, but all of which together shall constitute one and the same
instrument.  Signatures  to  this  Agreement  may be given by


                                        3
<PAGE>
facsimile  or  other electronic transmission, and such signatures shall be fully
binding  on  the  party  sending  the  same.

12.    INCORPORATION BY REFERENCE. Administrative  Agent, Lenders  and  Borrower
hereby agree that all of the terms of the Loan Documents are incorporated in and
made  a  part  of  this  Agreement  by  this  reference.

13.     NOTICE-INSURANCE.
The  following  notice  is  given  pursuant  to  Section 427.120 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT
WITH  US,  WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN
YOUR COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS.  THE
COVERAGE  THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT
IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL.  YOU MAY LATER CANCEL ANY
INSURANCE  PURCHASED  BY  US,  BUT  ONLY  AFTER PROVIDING EVIDENCE THAT YOU HAVE
OBTAINED  INSURANCE  AS REQUIRED BY OUR AGREEMENT.  IF WE PURCHASE INSURANCE FOR
THE  COLLATERAL,  YOU  WILL  BE  RESPONSIBLE  FOR  THE  COSTS OF THAT INSURANCE,
INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN
CONNECTION  WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE
CANCELLATION  OR EXPIRATION OF THE INSURANCE.  THE COSTS OF THE INSURANCE MAY BE
ADDED  TO  YOUR  TOTAL  OUTSTANDING  BALANCE  OR  OBLIGATION.  THE  COSTS OF THE
INSURANCE  MAY  BE  MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON
YOUR  OWN.

14.     NOTICE-ORAL  COMMITMENTS  NOT  ENFORCEABLE.
The  following  notice  is  given  pursuant  to  Section 432.045 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

     ORAL  AGREEMENTS  OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM  ENFORCING  REPAYMENT  OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH  DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
     FROM  MISUNDERSTANDING  OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING
     SUCH  MATTERS  ARE  CONTAINED  IN  THIS  WRITING, WHICH IS THE COMPLETE AND
     EXCLUSIVE  STATEMENT  OF  THE  AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE  IN  WRITING  TO  MODIFY  IT.


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                                    FOLLOWS}


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<PAGE>
     IN  WITNESS  WHEREOF,  this Agreement has been duly executed as of the date
first  above  written.

POMEROY IT SOLUTIONS SALES COMPANY, INC.
(FORMERLY KNOWN AS, POMEROY COMPUTER RESOURCES SALES COMPANY, INC.)
as Borrowing Agent on behalf of itself and each other Borrower pursuant to the
authority and power of attorney duly granted to it by each other Borrower

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------


GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
formerly known as Deutsche Financial Services Corporation,
as Administrative Agent and a Lender

By:
   ----------------------------------------
Name:  David  Mintert
Title:  Vice  President--Operations



U.S.  BANK,  N.A.,  AS  A  LENDER

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------



NATIONAL  CITY  BANK,  AS  A  LENDER

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------



IBM  CREDIT  LLC,  FORMERLY  IBM  CREDIT  CORPORATION,  AS  A  LENDER

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------

       {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES CONTINUE }


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<PAGE>

UPS  CAPITAL  CORPORATION,  AS  A  LENDER

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------



FIFTH  THIRD  BANK,  NORTHERN  KENTUCKY,  INC.,  AS  A  LENDER

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------


TRANSAMERICA  COMMERCIAL  FINANCE  CORPORATION,  AS  A  LENDER


By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------



FIRST FINANCIAL BANK, (FORMERLY KNOWN AS NATIONAL BANK OF SOUTHWESTERN OHIO), AS
A  LENDER


By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------


                              {END OF SIGNATURES}


                                        6
<PAGE>

</TEXT>
</DOCUMENT>
