POMEROY COMPUTER RESOURCES INC
<DOCUMENT>
<TYPE>EX-10.(C)(3)
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>
                 TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC.
                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


     This First Amendment to Employment Agreement ("First Amendment") is made as
of the 6th day of July, 2001, by and between TECHNOLOGY INTEGRATION FINANCIAL
SERVICES, INC., a Kentucky corporation ("Company"), and VIC EILAU ("Employee").

     WHEREAS, on the 6th day of July, 1997, the Company's parent company,
Pomeroy Computer Resources, Inc. ("Parent Company"), and Employee executed an
Employment Agreement ("Agreement") wherein Employee agreed to serve as President
of the Parent Company's wholly owned subsidiary, Pomeroy Computer Leasing
Company, Inc.;

     WHEREAS, thereafter, Pomeroy Computer Leasing Company, Inc., was merged
into the Company, with Employee continuing to serve as the President of the
Company, a subsidiary of the Parent Company;

     WHEREAS, on or about March 17, 2000, the parties amended certain of the
terms of the Agreement with a Pay Plan that became effective on March 1, 2000,
and shall remain in full force and effect through the July 5, 2001, the end of
the initial term of the Agreement; and

     WHEREAS, Company and Employee desire to enter into this First Amendment to
Employment Agreement to provide Employee with continued employment with the
Company and additional responsibilities, duties, benefits and compensation
incident thereto.

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

1.   Section  2  of  the  Agreement  shall  be  amended  as  follows:

     Term.  The  term  of Employee's employment pursuant to this First Amendment
     ----
     shall begin on the 6th day of July, 2001, and shall continue for a period
     of three (3) years, to July 5, 2004, unless terminated earlier pursuant to
     the provisions of Section 11 of the Agreement, provided that Sections 9,
     10, 11(b), 11(c), if applicable, 12, if applicable, and 13, if applicable,
     of the Agreement shall survive the termination of such employment and shall
     expire in accordance with the terms set forth therein.

2.   The  first  sentence  of  Section  4  shall  be  amended  as  follows:

     Duties.  Employee  shall serve as President of the Company and shall report
     ------
     directly to the Chief Executive Officer of the Company.

3.   Section 5 shall be amended by replacing Sections 5(a) through 5(i) of the
Agreement  with  the  following:

     Compensation.  For  all  services rendered by the Employee under this First
     ------------
     Amendment, compensation shall be paid to Employee as follows:

          (a)     Base  Salary.  Employee's base annual salary shall be $350,000
                  ------------
during the term of this First Amendment.


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          (b)  Year  End  Deferred  Compensation Bonus Based on Parent Company's
               -----------------------------------------------------------------
Performance.  Employee  shall  be  eligible  to  receive  a  year  end  deferred
-----------
compensation  bonus  in  accordance  with  the following schedule so long as (1)
Parent Company achieves a net profit before taxes ("NPBT") greater than 5.4% for
fiscal  year  2001  and  (2)  Parent  Company's gross sales are in excess of the
following  thresholds:  If  Parent  Company  generates  gross sales in excess of
$1,150,000,000.00  for  fiscal  year 2001, Employee shall be entitled to receive
$25,000  in  cash  or stock and 3,000 stock options; if Parent Company generates
gross  sales in excess of $1,200,000,000.00 for fiscal year 2001, Employee shall
be  entitled  to receive $50,000.00 in cash or stock and 5,000 stock options; or
if  Parent  Company  generates  gross  sales  in excess of $1,250,000,000.00 for
fiscal  year  2001, Employee shall be entitled to receive $100,000.00 in cash or
stock and 10,000 stock options.  Employee understands and acknowledges that 100%
of  any  cash  bonus  deemed  earned by Employee hereunder shall be deferred and
subject  to  a five (5) year vesting schedule.  Employee further understands and
acknowledges  that  any  stock  options  awarded hereunder shall be subject to a
three  (3)  year vesting schedule. Any such stock option awards made pursuant to
this Section shall be made subject to any and all terms and conditions contained
in the Parent Company's applicable Non-Qualified and Incentive Stock Option Plan
and  the  Award  Agreement incident thereto. Any such award shall grant Employee
the  option to acquire a certain amount of common stock of the Parent Company at
the  fair  market value of such common stock as of the applicable date.  For the
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  ask  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).  The  year  end  deferred  compensation schedule provided in this Section
shall  be  in effect for fiscal year 2001 only. For each subsequent year of this
Agreement,  the  parties shall, in good faith, negotiate and agree upon year end
criteria  for  such  deferred  compensation.

          (c)  Year  End Bonus Based on Company's Performance. Employee shall be
               ----------------------------------------------
eligible  to  receive  a  year  end  bonus  if Company's net profit before taxes
("NPBT")  meet  or  exceed  certain  thresholds, which are more particularly set
forth  herein  below.  If  Company's  NPBT  for  fiscal year 2001 is equal to or
greater  than  $2,000,000.00, Employee shall be entitled to receive a cash bonus
of  $75,000.00;  if  Company's NPBT fiscal year 2001 is equal to or greater than
$2,500,000.00,  Employee  shall  be  entitled  to  receive  a  cash  bonus  of
$150,000.00;  or,  if  Company's NPBT is equal to or greater than $3,000,000.00,
Employee shall be entitled to receive a cash bonus of $250,000.00. This year end
bonus,  which  is  based on Company's performance, shall be in effect for fiscal
year  2001.  For  each  subsequent year during the term of this First Amendment,
the  parties  shall,  in  good faith, negotiate and agree upon criteria for such
year  end  Company  bonus.

          (d)  For  purposes  of this Section, the term "Gross Sales" shall mean
the  gross  sales  of  equipment,  software  and  services by Company during the
applicable  period,  determined  on  a consolidated basis.  In making said gross
sales  determination,  all  gains  and  losses  realized  on  the  sale or other
disposition  of Company's assets not in the ordinary course of business shall be
excluded.  All  refunds  or  returns  which are made during such period shall be
subtracted  along  with all accounts receivable derived from such sales that are
written  off  during such period in accordance with Company's accounting system.
Such  Gross  Sales  and  net  pre-tax  margin  of the Company in accordance with
generally  accepted accounting principles and such determination shall be final,
binding  and  conclusive  upon  all  parties  hereto.

          (e)     Company  will deliver to Employee copies of the reports of any
determination  made  hereunder by Company for the subject period, along with any
documentation  reasonably  requested  by  Employee.  Within  thirty  (30)  days


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<PAGE>
following  delivery to Employee of such report, Employee shall have the right to
object  in  writing  to  the results contained in such determination.  If timely
objection  is  not  made  by  Employee to such determination, such determination
shall  become  final  and  binding  for purposes of this Agreement.  If a timely
objection  is made by Employee, and the Company and Employee are able to resolve
their  differences  in writing within fifteen (15) days following the expiration
of  the  initial  thirty  (30)  day period, then such determination shall become
final and binding as it pertains to this Agreement.  If timely objection is made
by  Employee  to  Company,  and Employee and Company are unable to resolve their
differences  in writing within fifteen (15) days following the expiration of the
initial  30 day period, then all disputed matters pertaining to the report shall
be  submitted  and  reviewed by the Arbitrator ("Arbitrator"), which shall be an
independent  accounting  firm selected by Company and Employee.  If Employee and
Company  are  unable  to  promptly  agree on the accounting firm to serve as the
Arbitrator, each shall select, by not later than fifteen (15) days following the
expiration  of  the  initial  30  day  period,  one  accounting firm and the two
selected  accounting  firms  shall then be instructed to select promptly a third
accounting  firm,  such  third  accounting firm to serve as the Arbitrator.  The
Arbitrator  shall  consider  only  the  disputed  matters  pertaining  to  the
determination  and  shall  act  promptly  to  resolve  all  disputed matters.  A
decision  with  respect  to all disputed matters shall be final and binding upon
Company  and  Employee.  The  expenses of Arbitration shall be borne one-half by
Employee  and  one-half by Company.  Each party shall be responsible for his/its
own  attorney  and  accounting  fees.

          (f)  Employee  hereby  acknowledges that Company reserves the right to
modify,  alter,  or  amend  such  pay  plan, at any time, in the event there are
changes in the Company's business model due to events which include, but are not
necessarily  limited  to  mergers,  acquisitions,  corporate
re-organization/re-structure,  material  changes  to  industry  standards  or
practices  which  affect  the  Company.  Such  modifications,  alterations  or
amendments  to  the  compensation  plan  provided  in  this  Section 5 shall not
constitute  a  breach  of  the  Agreement  or  this First Amendment or otherwise
qualify  as  a  default  event  hereunder.

4.   Section 6 of the Agreement shall be amended as follows:

               (d)  Automobile  Allowance  - Company shall provide Employee with
                    an automobile allowance of $750.00 per month during the term
                    of  this  First Amendment. Employee shall be responsible for
                    all  insurance,  maintenance  and repair expenses associated
                    with  such  vehicle.

               (f)  Cellular  Phone  Allowance  - Company shall provide Employee
                    with  a  cellular phone allowance of $75.00 per month during
                    the  term  of  this  First  Amendment.

               (g)  Life  Insurance - During the term of this Agreement, Company
                    shall  maintain  on  the  life  of  Employee, provided he is
                    insurable  at standard rates a term life insurance policy in
                    the  amount  of $1,000,000.00. Employee shall have the right
                    to designate the beneficiary of such policy. Employee agrees
                    to take any and all physicals that are necessary incident to
                    the  issuance  and/or  renewal  of said policy. In the event
                    that  Employee is not insurable at standard rates during the
                    term  of  this  Agreement,  but  Employee is able to procure
                    rated  coverage,  Employee  shall  have the right to procure
                    coverage  for a lower amount of insurance, the cost of which
                    is  equivalent  to  the  standard  term  rate  cost  of
                    $1,000,000.00  of  coverage.  In  the  event Employee is not
                    insurable,  then  Company shall pay Employee an amount equal


                                        3
<PAGE>
                    to  the projected cost of the contemplated term insurance of
                    $1,000,000.00  at  standard  rates.

5.   The  Agreement is hereby  amended  in all applicable provisions so that the
word  "Company"  shall  mean Technology Integration Financial Services, Inc., to
the  extent  necessary  to  properly  reflect the terms of this First Amendment.

     Except  as  modified  by  this First Amendment to Employment Agreement, the
parties  affirm  and  ratify  the  terms  and  conditions  of  the  Agreement.

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

Witnesses:

___________________________________          TECHNOLOGY  INTEGRATION  FINANCIAL
                                             SERVICES,  INC.

___________________________________          By:________________________________


___________________________________          ___________________________________
                                             Vic  Eilau
___________________________________


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<PAGE>

</TEXT>
</DOCUMENT>
