FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This First Amendment to Agreement and Plan of Merger   (this " Amendment ") is made and entered into as of June 8, 2009 by and among Pomeroy IT Solutions, Inc., a Delaware corporation (the " Company "), Hebron LLC, a Delaware limited liability company (" Parent "), Desert Mountain Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (" MergerSub ") and David B. Pomeroy, II, an individual (" Buyer ").  Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in that certain Agreement and Plan of Merger dated as of May 19, 2009 (the " Merger Agreement ") by and among Parent, MergerSub, the Company and with respect to Sections 7.01(c), 7.08, 7.10, 9.03(e) and 9.03(f) only, Buyer.

A.          Parent, MergerSub, the Company and Buyer previously entered into the Merger Agreement.

B.           The parties to the Merger Agreement intended that all outstanding awards of Company Stock Options and Company Restricted Stock would be treated in accordance with the actions and intent of the Company Board and committees of the Company Board in granting such awards and in accordance with the instruments governing such outstanding awards.

C.           Parent, MergerSub, the Company and Buyer now desire to amend the Merger Agreement as set forth herein to clarify the treatment in the Merger of outstanding awards of Company Stock Options and Company Restricted Stock, consistent with the actions and intent of the Company Board and committees of the Company Board in granting such awards and consistent with the instruments governing such outstanding awards.

D.           The Merger Agreement may be amended pursuant to Section 10.04 thereof by the parties thereto by action taken by their respective boards of directors (or similar governing body or entity) at any time prior to the Effective Time.

In consideration of the premises and mutual agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree to amend the Merger Agreement as follows:

1.1             General .  The parties agree and acknowledge that:

(a)            All Company Stock Options shall accelerate and be fully vested immediately before the Effective Time; provided, however, the vesting of the Company Stock Options granted on March 13, 2009 shall accelerate only if the Effective Time occurs after September 9, 2009.

(b)            All Company Restricted Stock shall accelerate and be fully vested immediately before the Effective Time; provided, however, the (i) the Company Restricted Stock granted on March 13, 2009 shall accelerate and be fully vested only if the Effective Time occurs after September 9, 2009; and (ii) the Company Restricted Stock granted on May 27, 2009 shall accelerate and be fully vested only as to the portion of each such award equal to the total number of shares subject to each such award multiplied by a fraction, the numerator of which shall be the number of days between May 27, 2009 and the date of the Effective Time and the denominator of which shall be 365 (such fraction will in no event exceed one).

(c)            All Company Stock Options that are unvested at the Effective Time after giving effect to the treatment set forth in Section 1.1(a) above shall be cancelled and no longer be exercisable at the Effective Time without any cash payment being made in respect thereof and without any other consideration provided to the holder thereof.

(d)            All Company Restricted Stock that are unvested at the Effective Time after giving effect to the treatment set forth in Section 1.1(b) above shall be forfe