Amendment of
                              EMPLOYMENT AGREEMENT

     THIS  AMENDMENT,  made and  entered  into  April 13,  2001 (the  "Effective
Date"), by and between Norman P. Blake, Jr. (the "Executive") and Comdisco, Inc.
(the "Company");

                                WITNESSETH THAT:
                                ----------------

     WHEREAS,  the  Executive  and the Company have  previously  entered into an
employment agreement dated February 27, 2001 (the "Employment  Agreement"),  and
the parties to the Employment Agreement wish to amend its terms;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Executive and the Company
as follows, effective as of the Effective Date:

         1.  The following  is  hereby  substituted  for  the second sentence of
paragraph 2(b) of the EmploymentAgreement:

         "Notwithstanding  the foregoing  provisions of this  paragraph (b), for
         the performance  period beginning on the Employment  Commencement  Date
         and ending September 30, 2001, the Executive shall not be entitled to a
         bonus."

         2.  The following is hereby  substituted  for paragraph 2(c)(ii) of the
Employment Agreement:

         "As of April  13,  2001,  the  Executive  shall be  granted  an  option
         covering  1,000,000  shares of Stock. The terms of such option shall be
         reflected in the Notice of Grant of Stock  Options and Award  Agreement
         set forth as Supplement 1C to this Agreement,  which is attached to and
         forms a part of this  Agreement.  The  exercise  price  for the  option
         granted  under this  paragraph  (ii) shall be $1.41 per share of Stock.
         For the avoidance of doubt,  it is recited here that the option granted
         pursuant to this  paragraph  (ii) is in lieu of the options  that would
         otherwise  have been  granted  pursuant  to this  paragraph  (ii) as in
         effect prior to its amendment on April 13, 2001."

         3. The following new paragraph  2(p) is hereby added to the  Employment
Agreement, to follow immediately after paragraph 2(o) thereof:

         "(p) As soon as practicable  after April 13, 2001, the Executive  shall
         receive  from  the  Company  a  one-time   lump  sum  cash  payment  of
         $2,000,000.  However,  if the  Executive's  employment is terminated in
         accordance  with paragraph 3(c) (relating to termination  for Cause) or
         3(e)  (relating  to  resignation  by the  Executive),  and his  Date of
         Termination  occurs  before the  earlier of  February  27,  2004 or the
         occurrence of a Strategic  Transaction  (as defined  below) then, as of
         the Date of  Termination,  the Executive  shall be required to repay to
         the Company,  such $2,000,000 amount without interest,  which repayment
         shall be due as soon as practicable after such Date of Termination. For
         the  avoidance  of doubt,  it is recited  here that the payment made in
         accordance  with this paragraph (p) shall not be taken into account for
         purposes of  determining  the  Executive's  life insurance or any other
         compensation or benefits.  For purposes of this Agreement, a "Strategic
         Transaction"  shall occur on the date of the events described in any of
         clause  (i),  (ii),  or  (iii)  next  following:  (i)  the  date of the
         consummation of a merger,  consolidation  or other similar  transaction
         involving  the Company and any other  entity,  other than (1) a merger,
         consolidation  or other similar  transaction  which would result in the
         voting securities of the Company outstanding  immediately prior thereto
         continuing to represent  (either by remaining  outstanding  or by being
         converted  into voting  securities of the  surviving  entity or, if the
         surviving  entity has a parent,  the parent),  in combination  with the
         ownership of any trustee or other fiduciary holding securities under an
         employee  benefit plan of the Company or any  Affiliate or  Subsidiary,
         more than 50% of the combined voting power of the voting  securities of
         the Company or such surviving entity or parent outstanding  immediately
         after such transaction, or (2) a merger, consolidation or other similar
         transaction  effected to implement a recapitalization of the Company in
         which no person (determined  pursuant to clause (i) of Supplement 2) is
         or becomes the beneficial owner, directly or indirectly,  of securities
         of the Company (not including in the securities  beneficially  owned by
         the Company,  its  Subsidiaries  or its  Affiliates,  or any trustee or
         other fiduciary  holding  securities  under an employee benefit plan of
         the Company or any Affiliate or Subsidiary)  representing more than 50%
         of either the then  outstanding  shares of Stock or the combined voting
         power of the Company's then  outstanding  voting  securities;  (ii) the
         date of the  consummation  of a plan  of  complete  liquidation  of the
         Company,  or the date of the sale or  disposition by the Company of all
         or 50% or more of the  Company's  assets;  or (iii)  the  date  that is
         thirty days after the filing of a voluntary  petition  for relief under
         the  Bankruptcy  Code by the  Company  or the date that is thirty  days
         after the entry of a judicial  order for relief in  connection  with an
         involuntary petition for relief under the Bankruptcy Code filed against
         the Company. For purposes of this Agreement, the term "Affiliate" shall
         have  the  meaning  set  forth  in Rule  12b-2  promulgated  under  the
         Securities Exchange Act of 1934."

     IN WITNESS  THEREOF,  the  Executive  has  hereunto  set his hand,  and the
Company has caused these  presents to be executed in its name and on its behalf,
all as of the Effective Date.

                                             -----------------------------------
                                                            Norman P. Blake, Jr.

                                                                  Comdisco, Inc.

                                        By: ____________________________________
                                                  Its: _________________________


<PAGE>

                                  Supplement 1C
                               Grant Outside Plan
              Notice of Grant of Stock Options and Award Agreement

         This  Supplement 1C is attached to and forms a part of the amendment of
employment  agreement  (the  "Agreement")  between  Norman P.  Blake,  Jr.  (the
"Executive") and Comdisco,  Inc. (the "Company") made and entered into April 13,
2001.  The purpose of this  Supplement 1C is to set forth the Notice of Grant of
Stock Options and Award Agreement  applicable to a certain stock option award to
be granted pursuant to paragraph 2(c)(ii) of the Agreement.

              NOTICE OF GRANT OF STOCK OPTIONS AND AWARD AGREEMENT

                                                             Option Number:
                                                             ID:

Effective  4/13/01,  and  pursuant  to the terms of  paragraph  2(c)(ii) of your
employment  agreement with Comdisco,  Inc. (the "Company")  dated April 13, 2001
(the  "Agreement"),  you have been granted a  Non-Qualified  Stock Option to buy
1,000,000 shares of Company stock at $1.41 per share.

This grant of stock options is not made under the Comdisco,  Inc. 1998 Long-Term
Stock Ownership  Incentive Plan (as Amended and Restated Effective September 29,
2000) (the "Plan"), but is subject to the same terms and conditions as though it
had been made under the Plan  (provided,  however,  that this grant shall not be
counted  against the total set forth in Section 3(a) of the Plan,  and shall not
be subject to the  provisions of Section 3(b) of the Plan),  and the grant shall
be subject to the following additional terms and conditions.

The total option price of the shares granted is $1,410,000.

The option will become  vested and remain  exercisable  in  accordance  with the
terms of the Agreement.

Tax Treatment:  This option is a "non-qualified  option." You are not subject to
Federal income  taxation at the time of grant.  Upon exercise of a non-qualified
option,  the  difference  between the option  exercise price and the fair market
value of the common stock on the date of exercise  will be  considered  ordinary
income.

By your signature and Comdisco's  signature  below,  you and Comdisco agree that
these options are granted under and governed by the terms and  conditions of the
Plan and the Award Agreement,  all of which are attached and made a part of this
document.


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Comdisco, Inc.                     Date

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Norman P. Blake, Jr.               Date