EXHIBIT 10.10
 
                             FIRST AMENDMENT TO THE
                 INACOM NONQUALIFIED DEFERRED COMPENSATION PLAN
 
    Effective  January 1,  1996, the  InaCom Nonqualified  Deferred Compensation
Plan ("Plan") is hereby amended as follows:
 
                                   ARTICLE I
 
    Section 4 of the Plan is amended to read as follows:
 
    "4.  ELIGIBILITY AND  PARTICIPATION.  Employees  eligible to participate  in
this  Plan shall be  those Employees selected  by, and at  the sole and absolute
discretion of, the Compensation  Committee of the Board  of Directors of  InaCom
("Compensation  Committee"). Each  Participant shall continue  to participate in
the Plan  until  the  earlier  of the  Compensation  Committee  determining  the
Employee shall no longer participate or the Participant is no longer employed by
InaCom."
 
                                   ARTICLE II
 
    Section 5.1 of the Plan is amended to read as follows:
 
    "5.1    EMPLOYEE DEPOSITS.   Prior  to the  beginning of  each Plan  Year, a
Participant may elect to have a portion  of his Pay deposited in this Plan.  The
maximum deposit shall be twenty percent (20%) of the Participant's Pay."
 
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