FIRST AMENDMENT TO

                            ASSET PURCHASE AGREEMENT

         FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") dated as
of February 16, 2000 among Compaq Computer  Corporation,  a Delaware corporation
("Parent"),  ITY  Corp.,  a  Delaware  corporation  ("Buyer")  and  wholly-owned
subsidiary of Parent, and InaCom Corp. a Delaware corporation ("Seller").

                              W I T N E S S E T H :

         WHEREAS,  Compaq Sub and InaCom (the  "Parties")  have  entered into an
Asset  Purchase  Agreement  dated as of  January  4, 2000 (the  "Asset  Purchase
Agreement")  whereby  Compaq Sub will purchase from InaCom the Purchased  Assets
and will assume the Assumed Liabilities;

         WHEREAS,  the Parties hereto wish to amend the Asset Purchase Agreement
as set forth below:

         NOT, THEREFORE, it is agreed:

     1.  Adjustment  of  Purchase  Price.  Section  2.09 of the  Asset  Purchase
Agreement is hereby amended by deleting  subsection  2.09(a)(ii) in its entirety
and substituting in lieu thereof the following:

                  "(ii) If Final Net Worth is less  than  $275  million,  Seller
                  shall  pay to  Buyer,  in the  manner  and  with  interest  as
                  provided in 2.09(b), an amount equal to the excess, if any, of
                  $275 million over Final Net Worth (the "Make-Up Payment").

     2. Grounds for Termination.  Section 12.01 of the Asset Purchase  Agreement
is hereby  amended by deleting the section in its entirety and  substituting  in
lieu thereof the following:

     "SECTION  12.01.  Grounds for  Termination.  This Agreement shall terminate
prior to Closing if:

                  (a) the Closing shall not have been  consummated  on or before
                  March 31, 2000 unless the parties  otherwise  agree;  provided
                  that any party whose breach of any provision of this Agreement
                  has  resulted in the failure of the Closing to be  consummated
                  by  such  time  shall  be  deemed  to  have  consented  to any
                  extension approved by the other party.

                  (b)  Seller and Buyer shall agree;

                  (c)  there  shall  be  any  law  or   regulation   that  makes
                  consummation of the transaction contemplated hereby illegal or
                  otherwise  prohibited  or  consummation  of  the  transactions
                  contemplated  hereby  would  violate any  nonappealable  final
                  judgment,   injunction,  order  or  decree  of  any  court  of
                  competent jurisdiction.

     3.  Defined  Terms.  Defined  terms used herein but not  otherwise  defined
herein shall have the meanings specified in the Asset Purchase Agreement.

     4. Captions. The captions in this Amendment are included for convenience of
reference only and shall be ignored in the construction or interpretation of the
provisions of this Amendment.

         5.  Counterparts;  Effectiveness.  This  Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the  signatures  thereto  and hereto were upon the same  instrument.  This
Amendment  shall become  effective when each party to this Amendment  shall have
received a counterpart hereof signed by the other party hereto.

     6.  Governing  Law.  This  Amendment  shall be governed by and construed in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
conflicts of law rules of such state.

     7.  Agreement as Amended.  From and after the  effective  date hereof,  all
references to the Asset  Purchase  Agreement  shall be deemed  references to the
Asset Purchase Agreement as amended and supplemented hereby.

         IN WITNESS  WHEREOF,  the parties have caused this Amendment to be duly
executed in their respective corporate names by their respective officers,  each
of whom is duly and validly authorized and empowered, all as of the day and year
first written above.

                                  INACOM CORP.

                                  By: /s/ Gerald A. Gagliardi
                                  Name: Gerald A. Gagliardi
                                  Title: President and Chief Executive Officer

                                  COMPAQ COMPUTER CORPORATION

                                  By: /s/ Ben K. Wells
                                  Name: Ben K. Wells
                                  Title: Vice President and
                                         Corporate Treasurer, Acting CFO

                                  ITY CORP.

                                  By: /s/ Ben K. Wells
                                  Name: Ben K. Wells
                                  Title: Vice President and Treasurer