POMEROY COMPUTER RESOURCES INC
<DOCUMENT>
<TYPE>EX-10.(I)(LL)(6)
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>

                    INCENTIVE DEFERRED COMPENSATION AGREEMENT
                    -----------------------------------------


This  Incentive  Deferred Compensation Agreement is made effective this ____ day
of  November,  2000, by and between POMEROY COMPUTER RESOURCES, INC., a Delaware
corporation  (the  "Company")  and  WILLIAM  VALENTZ  ("Valentz").

                                                            W I T N E S S E T H:

WHEREAS,  simultaneously  with  the execution of this Agreement, the Company and
Valentz  have entered into an Employment Agreement for the employment of Valentz
by  Company;

WHEREAS,  pursuant  to Section 5(c) of said Employment Agreement, Valentz may be
entitled  to  incentive  deferred  compensation  in  the  event certain economic
criteria  are  satisfied;

WHEREAS,  the  parties wish to define the terms governing the incentive deferred
compensation  in the event the economic criteria and the terms and conditions of
the  Employment  Agreement  are  satisfied.

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

1.     In  the  event  Valentz  satisfies the economic criteria set forth in the
       Employment  Agreement for such year and is entitled to incentive deferred
       compensation,  the  incentive  deferred compensation shall be governed by
       the  terms  of  this  Agreement.
2.     In the event Valentz should die or become disabled during the term of the
       Employment  Agreement,  or  if the Employment Agreement is not renewed by
       Company  at  the  expiration of the initial term or any renewal term, all
       incentive  deferred compensation earned shall be vested in full and shall
       be payable to Valentz and/or his designated beneficiary at that time. For
       purposes  of  this  Paragraph, the term "disabled" shall have the meaning
       set  forth  in  said  Employment  Agreement.

1.     In  the event Valentz discontinues employment with the Company during the
       initial  term  or  any  renewal  term  of this Employment Agreement or if
       Valentz  does not renew the Employment Agreement at the expiration of the
       initial  term  or any renewal term and such discontinuation of employment
       is  not  a result of Valentz becoming disabled, the vested portion of his
       deferred  compensation  account  will be paid to him at said time and all
       non-vested amounts will be forfeited. Provided, however, if Valentz would
       violate  the  terms  of  his  covenant not to compete and confidentiality
       agreement  as  set forth in Sections 8 and 9 of his Employment Agreement,
       the  vested portion of his deferred compensation account will likewise be
       forfeited.  The  incentive  deferred compensation shall vest according to
       the  following  schedule:


<PAGE>
     Years of Service With Company or its              Percentage of Vested
     ------------------------------------              --------------------
     Subsidiaries from the Effective Date                   Interest
     ------------------------------------                   --------
           of This Agreement
           -----------------

           Less than 1 year                                     0%
           One year                                            20%
           Two years                                           40%
           Three years                                         60%
           Four years                                          80%
           Five years                                         100%


This  vesting  schedule  shall  apply  separately  to  each  year that incentive
deferred compensation is earned by Valentz upon the satisfaction of the economic
criteria  set  forth  in  the  Employment  Agreement.

By  way  of illustration, if Valentz satisfied the economic criteria for years 1
and  2 of the Agreement, at the end of year 2, Valentz would be 40% vested as to
the  incentive deferred compensation credited in year 1 and 20% vested as to the
incentive  deferred  compensation  credited  in  year  2.

1.          No  deferred  compensation  shall  be  paid  under the terms of this
Agreement in the event Valentz is discharged from the service of the Company for
cause.  For  purposes of this Paragraph, the term "cause" shall have the meaning
set  forth  in  Section  10(a)(iii)  of  said  Employment  Agreement
2.
3.     Valentz  shall  not  have the right to commute, sell, transfer, assign or
       otherwise  convey  the  right  to receive any payments under the terms of
       this Agreement. Any such attempted assignment or transfer shall terminate
       this Agreement and the Company shall have no further liability hereunder.

1.     It  is  the  intention  of  the  parties  that  the  incentive  deferred
       compensation  to be payable to Valentz hereunder (if applicable) shall be
       includable  for Federal Income Tax purposes in his, or such beneficiary's
       gross  income  only  in  the  taxable year in which he or the beneficiary
       actually  receives  the  payment  and Company shall be entitled to deduct
       such incentive deferred compensation as a business expense in its Federal
       Income  Tax  return  in the taxable year in which such payment is made to
       Valentz  or  his  beneficiary.

1.     Nothing  contained in this Agreement shall in any way affect or interfere
       with the right of Valentz to share or participate in a retirement plan of
       the  Company or any profit sharing, bonus or similar plan in which he may
       be  entitled  to  share  or  participate  as  an employee of the Company.


                                      2
<PAGE>
1.     This  Agreement  shall  be  binding  upon  the  heirs,  administrators,
       executors,  successors  and  assigns  of  Valentz  and the successors and
       assigns  of  Company.  This  Agreement  shall  not be modified or amended
       except  in  writing  signed  by  both  parties.

1.     This  Agreement  shall  be subject to and construed under the laws of the
       State  of  Alabama.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of  the  day  and  year  first  above  written.

                              POMEROY  COMPUTER  RESOURCES,  INC.



                              By:___________________________________
                                   Stephen  E.  Pomeroy,
                                   Chief Financial Officer



                              _____________________________________
                              WILLIAM  VALENTZ


                                      3
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