<PAGE>

                               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.

         NOW, 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

<PAGE>

                  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.

                                       2
<PAGE>

         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:
                                               ----------------------------
                                                   Name:
                                                   Title:


                                            COMPAQ COMPUTER CORPORATION


                                            By:
                                               ----------------------------
                                                   Name:
                                                   Title:


                                            ITY CORP.


                                            By:
                                               ----------------------------
                                                   Name:
                                                   Title: