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                                                                EXHIBIT 10(D)(1)

                               AMENDMENT NO. 1 TO
                         EXECUTIVE EMPLOYMENT AGREEMENT

      The Executive Employment Agreement, as amended and restated as of July 15,
1992 (the "AGREEMENT"), by and between Electro Rent Corporation (the "COMPANY")
and Daniel Greenberg (the "EXECUTIVE") is amended and supplemented by the terms
of this Amendment No. 1 (this "AMENDMENT") as set forth below. Capitalized terms
not otherwise defined herein are given the meanings ascribed to such terms in
the Agreement.

1.    SECTION 1.2(C). Section 1.2(c) shall be modified by adding the following
two sentences at the end of Section 1.2(c):

      "In addition, during the continuation of the Executive's
      employment hereunder, the Company shall maintain (by insurance
      policy or, if not available on commercially reasonable terms,
      self insurance with reserves reasonably satisfactory to the
      Executive) medical and dental coverage and all other health
      benefits, including, without limitation, the special executive
      benefit insurance, consistent with the standard of coverage
      available to the Executive as of the date of this Amendment,
      for the Executive and his spouse for as long as they each
      shall live. If the Company does not maintain an insurance
      policy for the Family Medical Benefits, the Company shall
      reimburse the Executive for any tax liabilities the Executive
      incurs that he would not have incurred if the Company
      maintained an insurance policy for the Executive's Family
      Medical Benefits." The benefits described in the previous two
      (2) sentences of this Section 1.2(c) are collectively referred
      to as the "FAMILY MEDICAL BENEFITS."

2.    NEW SECTION 2.4. A new Section 2.4 shall be added to the Agreement as
                  follows:

      "Section 2.4. Regardless of any termination of the employment
      relationship, at its expense, the Company shall continue to
      maintain the Family Medical Benefits."

3.    SECTION 2.2(B). In order to correct a misstatement in the Agreement,
Section 2.2(b) shall be revised to replace the words "during the Employment
Term" on the eighth line of page 6 with the words "with respect to any fiscal
year of the Company in which Executive was employed by the Company."

4.    SECTION 2.3(A). In order to correct a misstatement in the Agreement, the
words "during the Term" on the sixth line of Section 2.3(a) shall be replaced
with the words "with respect to any fiscal year of the Company in which
Executive was employed by the Company."

5.    SECTION 2.3 (B). The words ", including the Family Medical Benefits" will
be added following the words "Termination of Employment" in the third line of
page 8.

6.    GENERAL. Except as explicitly modified in this Amendment, the Agreement
shall continue in full force and effect.


                                Exhibit 10(D)(1)
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      IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
on the 12th day of October 2001.

ELECTRO RENT CORPORATION                 EXECUTIVE

By:      /s/ William Weitzman            By:       /s/ Daniel Greenberg
   ---------------------------------        ---------------------------
   William Weitzman                            Daniel Greenberg
   President

By:       /s/ Steven Markheim
   ---------------------------------
   Steven Markheim
   Secretary


                                Exhibit 10(D)(1)