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                                                                      EXHIBIT 10

                 RESOLVED that pursuant to Section 12 of the Electro Rent
                 Corporation 1996 Stock Option Plan (the "Plan")
                 subsection "(o)" of Section 7 of the Plan be and
                 it hereby is amended to read as follows:

                          "(o)  Formula For Award of Options to Non-Employee
                            Directors.


                                  "Each non-employee director shall receive
                          Options for 3,000 Shares the first year of his or her
                          incumbency as a director of the Corporation, and
                          shall receive Options for 2,000 Shares the second
                          year of his or her incumbency as a director of the
                          Corporation; provided, however, that no such director
                          shall receive Options for more than 5,000 Shares, and
                          all such directors in the aggregate shall not receive
                          Options for more than 84,375 Shares.  Such Options
                          shall be granted automatically in accordance with the
                          following schedule: the grant for the first year
                          shall be made on the date of the first regular or
                          special meeting of the Board (excluding meetings by
                          telephone and action by unanimous written consent);
                          and the grant for the second year shall be made one
                          year after the grant for the first year.  The
                          Exercise Price of each Option so granted shall be the
                          Fair Market Value on the date of grant."