INACOM EXECUTIVE INCENTIVE PLAN


1.   PURPOSE. The principal purpose of the InaCom Corp. Executive Incentive Plan
(the "Plan") is to provide incentives to executive officers of InaCom Corp.
("InaCom") who have significant responsibility for the success and growth of
InaCom and to assist InaCom in attracting, motivating and retaining executive
officers on a competitive basis.

2.   ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the
Compensation Committee of the Board of Directors (the "Committee").  The
Committee shall have the sole discretion to interpret the Plan; approve a
pre-established objective performance measure or measures annually; certify the
level to which each performance measure was attained prior to any payment under
the Plan; approve the amount of awards made under the Plan; and determine who
shall receive any payment under the Plan.

The Committee shall have full power and authority to administer and interpret
the Plan and to adopt such rules, regulations and guidelines for the
administration of the Plan and for the conduct of its business as the Committee
deems necessary or advisable.  The Committee's interpretations of the Plan, and
all actions taken and determinations made by the Committee pursuant to the
powers vested in it hereunder, shall be conclusive and binding on all parties
concerned, including InaCom, its stockholders and any person receiving an award
under the Plan.

3.   ELIGIBILITY.  Executive officers and other key management personnel of
InaCom shall be eligible to receive awards under the Plan. The Committee shall
designate the executive officers and other key management personnel who will
participate in the Plan each year.

4.   AWARDS.  The Committee shall establish annual and/or long-term incentive
award targets for participants. If an individual becomes an executive officer
during the year, such individual may be granted eligibility for an incentive
award for that year upon such individual becoming an executive officer.

The Committee shall also establish annual and/or long-term performance targets
which must be achieved in order for an award to be earned under the Plan.  Such
targets shall be based on earnings, earnings per share, growth in earnings per
share, achievement of annual operating profit plans, return on equity
performance, economic value added or similar financial performance measures as
may be determined by the Committee. The specific performance targets for each
participant shall be established in writing by the Committee within ninety days
after the commencement of the fiscal year (or within such other time period as
may be required by Section 162(m) of the Internal Revenue Code) to which the
performance target relates.  The performance target shall be established in such
a manner than a third party having knowledge of the relevant facts could
determine whether the performance goal has been met.

Awards shall be payable following the completion of the applicable fiscal year
upon certification by the Committee that InaCom achieved the specified
performance target established for the participant.  Notwithstanding the
attainment by InaCom of the specified performance targets, the Committee has the
discretion, for each participant, to reduce some or all of an award that would
otherwise be paid.  However, in no event may a participant receive an award of
more than $2,500,000 under the Plan in any fiscal year.

5.   MISCELLANEOUS PROVISIONS.  InaCom shall have the right to deduct from all
awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such awards. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee any right
to be retained in the employ of InaCom.  The costs and expenses of administering
the Plan shall be borne by InaCom and shall not be charged to any award or to
any participant receiving an award.


6.   EFFECTIVE DATE, AMENDMENTS AND TERMINATION.  The Plan shall become
effective on March 4, 1997 subject to approval by the stockholders of InaCom at
the 1997 Annual Meeting of Stockholders. The Committee may at any time terminate
or from time to time amend the Plan in whole or in part, but no such action
shall adversely affect any rights or obligations with respect to any awards
theretofore made under the Plan.





However, unless the stockholders of InaCom shall have first approved thereof, no
amendment of the Plan shall be effective which would increase the maximum amount
which can be paid to any one executive officer under the Plan in any fiscal
year, which would change the specified performance goals for payment of awards,
or which would modify the requirement as to eligibility for participation in the
Plan.