INACOM CORP, 10-K, 1998-03-26

INACOM CORP
10-K, 1998-03-26
PATENT OWNERS & LESSORS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM 10-K

(Mark one)

/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 27, 1997 or

/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

COMMISSION FILE NO. 0-16114
INACOM CORP.
(Exact name of registrant as specified in its charter)

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<S> <C>
DELAWARE 47-0681813
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)

10810 FARNAM, OMAHA, NEBRASKA 68154
(Address of principal executive
offices) (Zip Code)
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Registrant's phone number, including area code: (402) 392-3900

Securities registered pursuant to Section 12(b) of the Act:

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NAME OF EXCHANGE
TITLE OF EACH ON WHICH
CLASS REGISTERED
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Common Stock, New York Stock
$.10 Par Value Exchange
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of the Common Stock on March 25, 1998
as reported on New York Stock Exchange (NYSE), was approximately $432,000,000.

At March 25, 1998 there were outstanding 15,335,963 common shares of the
Company.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Proxy Statement for Registrant's 1998 Annual Meeting of
Stockholders are incorporated by reference in Part III of this Form 10-K Report.

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PAGE 1 OF 42
INDEX TO EXHIBITS, PAGE 41
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PART I

ITEM 1. BUSINESS.

GENERAL DESCRIPTION OF BUSINESS.

InaCom Corp., a Delaware corporation ("Inacom" or the "Company"), is a
leading single-source provider of information technology products and technology
management services designed to enhance the productivity of information systems
primarily for Fortune 1000 clients. The Company offers a comprehensive range of
integrated life cycle services to manage the entire technology life cycle
including: (1) technology planning, (2) technology procurement, (3) technology
integration, (4) technology support, and (5) technology management. Inacom's
expertise includes the integration of voice and data communications. Inacom
sells its products and services through a marketing network of 51 Company-owned
business centers (at December 27, 1997) throughout the United States that focus
on serving large corporations. The Company also has a network of approximately
1,000 value-added resellers (at December 27, 1997) that typically have a
regional, industry, or specific product focus. The Company has international
affiliations in Europe, Asia, Central and South America, the Caribbean, Middle
East, Africa, Canada, and Mexico to satisfy the technology management needs of
its multinational clients.

Inacom's expertise in procurement, configuration, and delivery of personal
computers, peripherals and software from a wide range of major vendors enables
the Company to customize information systems to meet specific client needs. In
addition, Inacom provides its clients with numerous benefits including in-depth
product knowledge and experience, competitive pricing from its purchasing
arrangements, and a wide array of services supporting client needs on an
on-going basis.

HISTORY AND STRATEGY

The Company has been providing information technology products and
technology management services since 1982, and communications products and
services since 1987. The Company was established as a division of Valmont
Industries, Inc. ("Valmont") in 1982 and became a wholly owned-subsidiary of
Valmont in 1985 under the name ValCom, Inc. The Company completed an initial
public offering of its common stock in 1987 and changed its name to Inacom Corp.
in 1991.

Inacom's strategy is to grow net earnings and increase economic value added
to enhance shareholder value. To achieve these goals, Inacom provides
comprehensive solutions to improve the productivity of its clients' information
systems. Key elements of the Company strategy are: (1) to leverage client
relationships to continue expanding higher-margin services revenues, (2) to
capitalize on the trend toward build-to-order/configure-to-order systems, (3) to
expand offerings and geographic coverage through strategic acquisitions, and (4)
to capitalize on the convergence of data and voice communications.

INTEGRATED LIFE CYCLE SERVICES

As a single-source provider of technology products and services, the Company
strives to help its clients optimize their information technology investments
and control ongoing costs throughout the life cycle of the clients' technology
systems. The Company combines a process improvement approach along with tools
and practices gained by experience and trained personnel to assist its clients
in managing the entire life cycle and costs of distributed technology.

TECHNOLOGY PLANNING. Technology planning services involve assisting clients
in designing and developing standardized technology platforms. The services
include determining standard hardware technology, application software,
operating system software, and networking platforms. The Company assists its
clients with the selection and standardization of manufacturer brands (such as
IBM, Compaq, Hewlett-Packard, Microsoft, Lotus, and others) and assists its
clients in studying the total cost, performance and capabilities of these brands
and products.

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Technology planning services performed by the Company also include the
development of strategies for deployment of distributed technology systems
within its clients' businesses. The Company assists its clients in decisions to
lease or purchase, determining replacement cycles and centralizing acquisition
processes. To assist clients with technology planning, the Company has developed
specific products and programs such as Policy Based Management-TM-, Tactical
Enterprise Network Assessment-TM- and Enterprise Technology Blueprint-TM-.

TECHNOLOGY PROCUREMENT. Technology procurement services generally involve
coordinating the technology purchase process, requisitioning technology
products, processing, tracking and reporting on the status of orders,
customizing hardware and software configurations, direct shipment, and shipment
tracking. The demand for cost-effective customized technology systems has driven
a significant change in industry procurement methods including the trend toward
build-to-order programs. Compaq, IBM and Hewlett-Packard have chosen Inacom for
participation in their build-to-order programs. Inacom has invested over $42
million in its state-of-the-art assembly and delivery systems to provide
build-to-order capabilities. The facilities are strategically located in
Swedesboro, New Jersey, Omaha, Nebraska, and Ontario, California to provide
prompt and cost-effective delivery nationwide.

The Company also focuses its technology procurement services on shortening
the delivery time of technology products, improving compliance to standards in
its clients' organizations, assisting in negotiating hardware and software
agreements on behalf of its clients, and providing other services that minimize
its clients' costs. The Company provides certain clients with on-site technical
procurement specialists who assist and manage the technology procurement process
at client locations nationwide. These procurement specialists are technically
oriented and focus on process improvement and operational efficiencies in the
procurement process.

The Company's Inacommerce-TM- and Inacommerce Plus-TM- software provide an
easy to use internet-based procurement management system that allows a business
client to determine real-time product availability and order status along with a
custom configurator to assist the client in designing a technology solution from
its desktop computer. The Company's VISION-TM- 2000 software also allows a
business client to determine daily product availability, custom configure and
order its technology solution. The Company's Direct Express delivery program
reduces the number of steps in the procurement process by shipping products
directly to the location selected by the business client.

TECHNOLOGY INTEGRATION. The Company provides technology integration
services to its clients in an effort to assist clients in obtaining technology
that achieves the clients' business goals. The Company has products and services
available to assist, design and support clients' wide area networks (WANs) and
local area networks (LANs) and to manage software procurement and license
control.

The Company employs high-end technical systems engineers and systems
consultants who perform technology integration services at client locations.
These systems engineers and systems consultants, and the project managers who
coordinate their activities, are contracted to the client for hourly rates or
for fixed-price extended contracts.

TECHNOLOGY SUPPORT. The Company provides its clients ongoing support in
their distributed technology systems primarily in two major areas: "break/fix"
hardware maintenance and installation, moves, additions, and changes ("IMACs").
These functions are similar, but differ in the timing and level of service.

The Company's break/fix hardware maintenance capabilities are supported
directly by the Company's help desk operation, HelpCentral-TM-. Centralized
break/fix hardware maintenance provides coordination, problem solving, tracking
and control of the clients' hardware maintenance needs.

IMAC distributed support services are managed through various scheduling and
reporting tools that are interrelated with the Company's VISTA-TM-, VISION-TM-,
Inacommerce-TM-, and Inacommerce Plus-TM-

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information systems. Additionally, the Company provides distributed support
services to its clients by providing on-site technical personnel that may be
involved in various support activities, including LAN administration, network
monitoring, general deskside support, and some end-user training.

The Company also offers convergence solutions centered around WAN's,
computer and telephone integration, desktop video conferencing, and wireless
data communications. These services include specialized support programs,
maintenance programs and specialized software. The Company provides
communication network services with advanced digital capabilities enabling
voice, data and video communications, utilizing AT&T, Frontier and Westinghouse
networks. The Company's communications services also include long distance,
inbound 800 service, calling cards, and teleconferencing featuring account codes
and enhanced billing and customized call reports which allow business clients to
restrict and track telecommunications activity.

TECHNOLOGY MANAGEMENT. The Company provides technology management services
that assess the current state and future needs of a client's distributed
technology network to maximize the value of the client's investment in its
networked systems. The technology management services provided through remote
management centers assist clients in the control and reliability of LAN/WAN
environments, provide a study of adequate network speed and responsive user
services, and monitor the infrastructure and system capabilities to satisfy
clients' current and future needs. The Company has developed specific products
and programs to assist its clients in the technology management function,
including Inacom Network Patrol-TM- and Inacom Network Baseline.-TM-

The Company has also developed a comprehensive program called Inacom Asset
Advantage-TM- that contains tools and process improvement techniques to assist
its clients' in the inventorying, tracking and controlling of distributed
technology assets. This program helps clients meet financial, risk management,
custodial, warranty, maintenance, service, and refreshment objectives. The
products, including Inacom Asset Roll-Call-TM-, can be integrated with
HelpCentral-TM- and also integrated with the other life cycle products and
programs to help lower the total ownership cost of clients' technology.
Additionally, the Company's Computer Resources International and Boston Computer
Exchange business units provide customized asset registry, asset tracking
services and disposal services to its clients.

PRODUCTS AND VENDORS

Computer products include microcomputers, workstations, servers, monitors,
printers, and operating systems software. The Company currently distributes
computer products from such leading vendors as Compaq, IBM, Hewlett-Packard,
Toshiba, Lexmark, Novell, Microsoft, Oracle, 3Com, SynOptics, Cisco, Intel, and
Network General. Compaq, IBM and Hewlett-Packard, collectively, represented
approximately 63% and 65% of the Company's net revenues in fiscal 1997 and 1996,
respectively.

Communications products and services include phone systems, voice mail,
voice processing, data network equipment, multiple small office-home office
offerings, and maintenance. The Company also offers network services including
long distance, 800 service, calling cards, wide area value-added data
networking, video conferencing, and cellular communications. The products of
Lucent Technologies and the services of AT&T constitute approximately 85% of the
voice and data systems sold by the Company.

The Company has negotiated purchase arrangements, including price, delivery,
training, and support, directly with most major vendors. The Company's
agreements with its vendors are generally on a non-exclusive basis and may be
terminated by the vendors on notice typically ranging from 30 to 90 days.

The agreements with vendors generally contain provisions with respect to
product cost, price protection, returns, and product allocations; the Company is
entitled to price protection with all major vendors on eligible products in the
Company's inventory in the event of vendor price reductions. Certain vendors
also sponsor payment programs with several financial service organizations to
facilitate product sales through the business centers. In addition, the
Company's primary vendors provide various incentives for

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promoting and marketing their products which typically range from 1% to 5% of
purchases. The three major forms of vendor incentives received by the Company
are co-operative funds, market development funds and vendor rebates.
Co-operative funds are earned based upon the sale of the vendor's products and
generally must be utilized to offset the costs associated with advertising and
promotion pursuant to programs established by the respective vendor. Market
development funds are earned based upon the Company's purchases from the vendor
and generally must be used for market development activities approved by the
respective vendor. Vendor rebates are based upon the Company's attaining
purchase volume targets established with the vendor. Rebates generally can be
used at the Company's discretion.

MARKETING NETWORK

At December 27, 1997, computer products and services were sold through a
marketing network of approximately 1,000 business centers located throughout the
United States, of which 51 are Company-owned. Communications products and
services are provided through a network of 14 direct sales offices and
contractual relationships with approximately 240 dealers. The Company has
international affiliations in Europe, Asia, Central and South America, the
Caribbean, Middle East, Africa, Canada, and Mexico to satisfy the technology
management needs of its multinational clients.

The Company's direct sales force in the Company-owned business centers
enables the Company to establish relationships with major corporate clients for
purposes of marketing the Company's technology management services.

INTERNATIONAL CAPABILITIES AND FINANCIAL INFORMATION ABOUT FOREIGN OPERATIONS
AND EXPORT SALES

The Company has no foreign locations or material export sales. To satisfy
the technology management service needs of its multinational clients, InaCom
International, a subsidiary of the Company, has international affiliations in
Europe, Asia, Central and South America, the Caribbean, Middle East, Africa,
Canada, and Mexico. International Computer Group (ICG) Paris, an affiliation of
leading independent organizations in various countries, provides pc-related
products and services to international corporate clients. Inacom's capabilities
in international project management and local resources of the affiliated
members allow Inacom to serve the global needs of its multinational clients'
information technology projects. Inacom Latin America, an Inacom subsidiary,
provides international logistics and configuration services in Mexico, the
Caribbean, and Central and South America.

SEASONAL FACTORS IN BUSINESS

The fourth quarter of the Company's fiscal year generally produces higher
revenues, due principally to year-end purchases made by business customers.

CLIENTS

Inacom believes its client base of large and medium-sized businesses is most
likely to benefit from the cost savings obtainable through the technology
management services offered by the Company. Inacom is not dependent for a
material part of its business upon a single or a few clients and the loss of any
one client would not have a material adverse effect on the Company's business.

SERVICE MARK AND TRADEMARK

The Company holds United States service mark and trademark registrations for
the marks "Inacom", "ValCom" and "Inacomp". The Company also has certain state
registrations. The Company claims common law rights to the marks based on
adoption and use. To the Company's knowledge, there are no pending interference,
opposition or cancellation proceedings, or litigation threatened or claimed,
with respect to the marks in any jurisdiction.

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GOVERNMENT REGULATION

The Company is subject to various federal, state and local laws and
regulations affecting businesses generally such as laws and regulations
concerning employment, workplace safety and protection of the environment. The
Company is also subject to federal and state laws regulating franchise
relationships which generally impose registration and/or disclosure requirements
on the Company in the offer and sale of franchises and also regulate related
advertisements. The Company believes it is in substantial compliance with all
such laws and regulations.

COMPETITION

All aspects of the technology management services industry are highly
competitive. The technology management industry continues to experience a
significant amount of consolidation. In the future Inacom may face fewer but
larger and better financed competitors as a consequence of such consolidation.
The Company's marketing network competes for potential clients, including
national accounts, with numerous resellers and distributors. Several computer
manufacturers have expanded their channels of distribution, pricing and product
positioning and compete with the Company's marketing network for potential
clients. Other competitors operate mail-order or discount stores offering clones
of major vendor products. The Company also competes with other computer
technology providers in the recruitment and retention of franchisees and
independently-owned resellers. The Company competes in the computer services
industry with a large number of service providers, including IBM through its
Global Services division, Andersen Consulting, CompuCom, EDS, ENTEX, GE Capital
Technology Management Service, IKON Offices Solutions, and Vanstar. Competition
in communication products and services is also intense, and includes entities
which are also significant vendors to the Company, such as Lucent Technologies
and AT&T. Certain competitors and manufacturers are substantially larger than
the Company and have greater financial, technical, service, and marketing
resources. The Company's marketing network competes primarily on the basis of
professionalism and client contact, quality of product line, availability of
products, service, after-sale support, price, and quality of end-user training.

EMPLOYEES

At December 27, 1997, the number of employees was approximately 4,200. None
of the employees is covered by a collective bargaining agreement. The Company
considers its relations with employees to be good.

BACKLOG

The backlog of orders for products distributed by the Company was $47.5
million at the close of the 1997 fiscal year compared to $59.3 million at the
close of the 1996 fiscal year and $35.5 million at the close of the 1995 fiscal
year. Such orders are not necessarily firm since large customers may place
orders with several computer resellers and accept products from the first
computer reseller to provide delivery.

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CERTAIN BUSINESS FACTORS

THIS REPORT, INCLUDING DOCUMENTS INCORPORATED BY REFERENCE HEREIN, CONTAINS
CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO INACOM THAT ARE
BASED ON THE BELIEFS OF INACOM MANAGEMENT AS WELL AS ASSUMPTIONS MADE BY AND
INFORMATION CURRENTLY AVAILABLE TO INACOM MANAGEMENT. SUCH STATEMENTS REFLECT
THE CURRENT VIEW OF INACOM WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO
CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THE RISK FACTORS
DESCRIBED IN THIS REPORT. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES
MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS
MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS BELIEVED, ESTIMATED OR
EXPECTED.

DEPENDENCE UPON KEY VENDORS

Inacom's business is dependent in large measure upon its relationship with
key vendors. Inacom derives 63.6% of its computer products revenue from Compaq,
IBM and Hewlett-Packard products, and approximately 85% of its communications
products and services revenues from Lucent Technologies and AT&T. Inacom's
agreements with these vendors are on a non-exclusive basis and may be terminated
by the vendors on notice typically ranging from 30 to 90 days. Inacom's business
relationships with the key vendors are good but a material adverse effect on
Inacom's business would occur if a supply agreement with a key vendor is
materially revised, is not renewed or is terminated, key computer vendors
materially decreased marketing development funds paid to Inacom, or the supply
of products were insufficient or interrupted.

IMPACT OF VENDOR INCENTIVE FUNDS

The key vendors of Inacom provide various incentives for promoting and
marketing their product offerings. Funds or credits received by Inacom are based
either on the sales of the vendor's products through the independent reseller
and Inacom-owned channels, or on Inacom's purchases from the respective vendor.
The three major forms of vendor incentives received by Inacom are co-operative
funds, market development funds and vendor rebates. The funds or credits are
earned through performance of specific marketing programs or upon completion of
objectives outlined by the vendors. These funds or credits from Inacom's primary
vendors typically range from 1% to 5% of purchases by Inacom. A material
decrease in the level of vendor incentive funding or credits would have a
material adverse effect on Inacom's business.

INVENTORY MANAGEMENT RISKS

The personal computer industry is characterized by rapid product improvement
and technological change resulting in relatively short product life cycles and
rapid product obsolescence. These factors can place inventory at considerable
valuation risk. Inacom's information technology suppliers generally provide
price protection intended to reduce the risk of inventory devaluation. However,
many of these suppliers have announced plans to reduce the number of days for
which they will provide price protection. If the suppliers do not continue
current price protection policies or if there are unforeseen product
developments, Inacom's business could be materially adversely affected.

BUILD-TO-ORDER DELIVERY MODEL

Inacom is participating in "build-to-order" programs of Compaq, IBM and
Hewlett-Packard. Inacom performs the final assembly of computer products after a
customer order is received. The build-to-order program reduces Inacom's
inventory requirements, improves margins and increases market share. The
potential disadvantages of the build-to-order program include a decrease in the
number of days of price protection available from manufacturers; and meeting
manufacturers' strict qualification standards for final assembly of computer
products.

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The failure of Inacom to meet the manufacturer qualification standards, or
the inability of Inacom to manage its inventory to levels to meet client demands
and within the manufacturer's price protection limits, could have a material
adverse effect on Inacom's business.

DEPENDENCE UPON KEY MANAGEMENT AND TECHNICAL PERSONNEL

Inacom depends heavily on its senior management team. Further, Inacom faces
intense competition in attracting and retaining qualified technical personnel,
including systems engineers and communications specialists. Inacom's strategy
for growth in the sale of computer services and communication services depends
on its ability to attract and retain qualified technical personnel, including
systems engineers and communications specialists. The failure to recruit and
retain senior management and technical personnel could have a material adverse
effect on Inacom's business.

MANAGEMENT OF EXPANDING OPERATIONS AND INCREASED SERVICE FOCUS

The Company's growth resulting from expanding operations and its increased
focus on the complete life cycle technological needs of its business clients
places significant demands on the Company's management, operational and
technical resources. Such growth and increased life cycle service focus are
expected to continue to challenge the Company's sales, marketing, technical, and
support personnel and senior management. The failure to effectively manage its
growth and the increased focus on life cycle services could have a material
adverse effect on Inacom's business.

FUNDING REQUIREMENTS; INTEREST RATE SENSITIVITY

Inacom borrows a significant amount of working capital to purchase inventory
and to finance accounts receivable. Inacom borrows working capital through an
inventory and working-capital financing agreement and a revolving credit
facility. Inacom has also raised capital through the public sale of debentures.
Inacom's working-capital financing is subject to: interest rate increases
because much of the borrowing bears a floating interest rate; and uncertainty
because there is no assurance that future borrowing will be available in amounts
and on terms acceptable to Inacom.

RISK OF FINANCIAL LEVERAGE

The Company's business requires significant working capital and the primary
sources of such working capital are provided through an inventory and
working-capital financing agreement, a revolving credit facility and the public
sale of debentures. Inacom's substantial level of debt may impair Inacom's
ability to obtain other financing in the future, requires a substantial portion
of Inacom's cash flow from operations to pay principal and interest on its
indebtedness, and may make Inacom more vulnerable to economic downturns and
limit its ability to withstand competitive pressures. Inacom's ability to meet
its debt service obligations or to refinance its indebtedness depends on its
financial and operating performance, which is subject to prevailing economic
conditions and to financial, business and other factors beyond its control.

COMPETITION

The technology management services industry is highly competitive and
continues to experience a significant amount of consolidation. In the future,
Inacom may face fewer but larger and better financed competitors as a
consequence of such consolidation. Inacom competes for potential clients,
including national accounts, with numerous resellers, distributors and service
providers. Several computer manufacturers have expanded their channels of
delivery, pricing and product positioning and compete with Inacom's marketing
network for potential clients. Other competitors operate mail-order or discount
stores offering clones of major vendor products. Inacom also competes with
computer technology providers in the recruitment and retention of franchisees
and independently-owned resellers. Inacom competes in the computer services
division with a large number of service providers, including IBM through its
Global

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Services division, Andersen Consulting, EDS, CompuCom Systems, ENTEX, GE Capital
Technology Management Services, IKON Office Solutions, and Vanstar Corp. Inacom
faces intense competition in the communications products and services industry
including competition from its key vendors, Lucent Technologies and AT&T.

ACQUISITIONS

Inacom acquires businesses and enters into strategic relationships with
resellers in selected geographic markets and service areas. Acquisitions involve
a number of special risks, including integrating acquired businesses into
Inacom's operation, the potential loss of key employees of acquired businesses,
accurate valuation of acquired businesses, incurrence of additional debt to
finance acquisitions, and financial impact of goodwill amortization. Inacom
intends to issue common stock to consummate some acquisitions which will cause
dilution to current stockholders.

DEPENDENCE ON INFORMATION SYSTEMS

The Company depends on a variety of information systems to provide it with a
competitive advantage. A failure of Inacom's proprietary procurement and
delivery systems or any of its other information systems could prevent Inacom
from taking orders and/or shipping product and prevent clients from accessing
product availability information from Inacom. Such failure could also prevent
Inacom from determining appropriate product processing or the adequacy of
inventory levels, and prevent Inacom from reacting to rapidly changing market
conditions.

YEAR 2000 ISSUES

Many computer systems and software programs, including several used by the
Company require modification and conversion to allow date code fields to accept
dates beginning with the year 2000. Major system failures or erroneous
calculations can result if computer systems are not year 2000 compliant. The
Company began preparing its computer-based systems in 1996 and is in the final
stages of implementing the required changes to make the systems year 2000
compliant. All costs associated with year 2000 compliance that have been
incurred by the Company have been expensed and have not been capitalized. The
overall cost to the Company of modifications and conversion for year 2000
compliance with relation to the financial statements taken as a whole is not
material. The Company is advised by a substantial majority of its vendors and
suppliers that a majority of their products are year 2000 compliant, can be
upgraded to be year 2000 compliant, or will not be affected by the year 2000
problem. The Company's business could be materially adversely affected if the
Company's computer-based systems are not year 2000 compliant in a timely manner,
the Company incurs significant additional expenses pursuing year 2000
compliance, the Company's vendors do not timely provide year 2000 compliant
products, or the Company is subject to warranty or other claims by the Company's
clients related to product failures caused by the year 2000 problem.

GROSS MARGIN RISK

Gross margins on computer product sales declined over the past several years
because of computer product price reductions and intense competition. Gross
margins for computer services and communications services may also decline as
competition intensifies. Inacom has responded by reducing operating expenses as
a percentage of revenue and by focusing on sales of higher-margin computer
services and communication services. A material decrease in the gross margin for
computer services and communication services or a failure by Inacom to
successfully maintain reduction of operating expenses as a percentage of revenue
could have a material adverse effect on Inacom's business.

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ITEM 2. PROPERTIES.

The Company leases its principal executive and administrative offices in
Omaha, Nebraska, including approximately 102,000 square feet under a lease
expiring in July 2012 and approximately an additional 115,000 square feet under
a lease expiring in March 2007.

The Company leases distribution and configuration facilities in Omaha,
Nebraska, including approximately 128,000 square feet under a lease expiring in
May 2003 and approximately an additional 65,000 square feet under a lease
expiring in March 2007; a distribution and configuration facility in Swedesboro,
New Jersey, with approximately 203,000 square feet under a lease expiring in
April 2007 and a distribution and configuration facility in Ontario, California,
with approximately 179,000 square feet under a lease expiring in July 2006.
These facilities serve as the distribution and configuration points for the
Company.

The land and buildings for all other Company-owned business centers and
warehouse facilities are also leased. Most of these leases are operating leases,
under which the Company pays maintenance, insurance, repairs, and utility costs.
Average terms of these leases are one to five years with options to renew or
terminate.

ITEM 3. PENDING LEGAL PROCEEDINGS.

The Company is involved in a limited number of legal actions arising in the
ordinary course of business, the result of none of which is expected to have a
material adverse effect on the consolidated financial statements of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company as of March 2, 1998 are listed below
in order of their length of service to the Company, together with their ages and
all Company positions and offices held by them.

<TABLE>
<CAPTION>
NAME AGE POSITION
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<S> <C> <C>
Bill L. Fairfield...... 51 President, Chief Executive Officer and Director

David C. Guenthner..... 48 Executive Vice President and Chief Financial Officer

Michael A. Steffan..... 46 President, Distribution and Operations and Secretary

Cris Freiwald........ . 43 President and General Manager, International Division

Leon Kerkman........... 38 Vice President and Corporate Controller

Robert A. Schultz...... 55 Group Executive, Information Systems Group

Larry Fazzini.......... 50 Senior Vice President, Corporate Resources

George DeSola.......... 51 Group Executive, Technology Services Group and President,
Inacom Communications

Jeff Hartigan.......... 55 Chief Information Officer

Steven Ross............ 40 President, Reseller Division and Corporate Marketing

Paul Kellenberger...... 37 Vice President, Planning and Business Development
</TABLE>

10
<PAGE>
Except as set forth below, all of the officers have been associated with the
Company in their present position or other capacities for more than the past
five years.

BILL L. FAIRFIELD has been President, Chief Operating Officer and a Director
of the Company since March 1985. He was named Chief Executive Officer in
September 1987. Mr. Fairfield serves as a director of Buckle, Inc., Sitel
Corporation, and International Computer Group (ICG) Paris.

DAVID C. GUENTHNER was named Executive Vice President and Chief Financial
Officer in November 1991. Prior to November 1991, Mr. Guenthner was Senior Vice
President of Finance and Chief Financial Officer for the Company.

MICHAEL A. STEFFAN was named President of Distribution and Operations in
December 1995. Mr. Steffan was responsible for the Reseller Division from
December 1994 to December 1995 in addition to his position as President of
Distribution and Operations, a position he had held since May 1993. Prior to May
1993, Mr. Steffan was Vice President of Corporate Development and Secretary for
the Company.

CRIS FREIWALD was named President and General Manager of the International
Division in November 1994. Mr. Freiwald was Vice President of Corporate
Development from May 1993 to November 1994. Prior to May 1993, Mr. Freiwald was
Director of Business Development.

LEON KERKMAN was named Vice President and Corporate Controller in June 1993.
Prior to June 1993, Mr. Kerkman was Corporate Controller, a position he has held
since he joined the Company in 1989.

ROBERT A. SCHULTZ was named Group Executive of the Information Systems Group
in December 1996. Prior to December 1996, Mr. Schultz was the President and
General Manager of Direct Operations, a position he has held since April 1994,
and the President and General Manager of Client Service Division, a position he
had held from January 1993 to December 1996.

LARRY FAZZINI was named Senior Vice President of Corporate Resources in
September 1997. Prior to September 1997, Mr. Fazzini was the Vice President of
Corporate Resources, a position he has held since February 1993 when he joined
the Company. Prior to February 1993, Mr. Fazzini was the Director of Human
Resources for Sears Business Centers, Inc., a distributor of information
technology products and services.

GEORGE DESOLA was named Group Executive of the Technology Services Group in
December 1996 in addition to his position as President of Inacom Communications,
a position he has held since he joined the Company in March 1994. Mr. DeSola was
responsible for Corporate Marketing from December 1994 to December 1996 in
addition to his position as President of Inacom Communications. Prior to March
1994, Mr. DeSola was the Vice President of Marketing and Customer Service for
MCI Communications Corp., a telecommunications company.

JEFF HARTIGAN was named Chief Information Officer in May 1995 when he joined
the Company. Prior to May 1995, Mr. Hartigan was Vice President of Information
Services at Northern Telecommunications Inc. (NORTEL), a telecommunications
company.

STEVEN ROSS was named President of the Reseller Division and Corporate
Marketing in December 1996. Prior to December 1996, Mr. Ross was the President
of the Reseller Division, a position he has held since he joined the Company in
December 1995. Mr. Ross was Vice President of Sales and Business Development at
Intelligent Electronics Inc., a distributor of information technology products,
from September 1993 to November 1995. Prior to September 1993, Mr. Ross was the
Executive Vice President of Ultimate/Allerion Corp., an international systems
integrator company.

PAUL KELLENBERGER was named Vice President of Planning and Business
Development in March 1997 when he joined the Company. Mr. Kellenberger was the
Vice President of Worldwide Channels Computer Group from January 1995 to
February 1997 and the General Manager, Canada from February 1994 to December
1994 at Motorola Inc. Prior to February 1994, Mr. Kellenberger was the Director
of Marketing, Canada for Digital Equipment Company, an information technology
products company.

11
<PAGE>
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

RECENT SALES OF UNREGISTERED SECURITIES

In December 1997, the Company acquired Computer Biz Inc., a California
corporation ("Computer Biz"), and issued 250,000 shares of Common Stock to the
shareholders of Computer Biz as part of the acquisition consideration. The sale
of the securities was exempt from registration under Section 4(2) of the
Securities Act of 1933 and Regulation D thereunder for transactions not
involving a public offering.

Additional information required for Item 5 is included with the information
set forth under Item 8 below.

12
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA
--------------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Income statement data:
Revenue..................................... $ 3,896,302 $ 3,102,055 $ 2,200,344 $ 1,800,539 $ 1,545,227
Earnings (loss) before income taxes......... 49,871 31,719 19,833 (3,749) 19,693
Net earnings (loss)......................... 29,456 18,733 11,707 (2,256) 11,975
Earnings (loss) per Share (1)
--basic................................... 2.48 1.80 1.17 (0.22) 1.27
--diluted................................. 2.17 1.66 1.16 (0.22) 1.25
Cash dividends per share.................... $ 0 $ 0 $ 0 $ 0 $ 0
Balance sheet data:
Working capital............................. $ 257,986 $ 100,303 $ 90,940 $ 78,759 $ 67,936
Total assets................................ 960,539 847,600 624,238 519,875 456,894
Long-term debt.............................. 141,500 55,250 23,667 30,333 20,000
Stockholders' equity........................ $ 325,216 $ 176,830 $ 148,775 $ 135,590 $ 136,491
Statistical information:
Revenue change versus prior year............ 25.6% 41.0% 22.2% 16.5% 52.3%
Earnings change versus prior year........... 57.2% 60.0% 618.9% (118.8)% 11.6%
Earnings (loss) as a percent of beginning
equity.................................... 16.7% 12.6% 8.6% (1.7)% 11.8%
Selling, general and administrative expenses
as a percent of gross margin.............. 80.3% 81.6% 83.1% 95.1% 83.3%
Revenue per dollar of assets employed....... $ 4.06 $ 3.66 $ 3.52 $ 3.46 $ 3.38
Current ratio............................... 1.53:1 1.16:1 1.20:1 1.22:1 1.23:1
Long-term debt as a percent of long-term
debt and equity........................... 30.3% 23.8% 13.7% 18.3% 12.8%
OTHER INFORMATION:
Book value per share $ 21.94 $ 16.30 $ 14.85 $ 13.75 $ 13.92
Common stock market prices:
High...................................... $ 40.13 $ 39.25 $ 15.25 $ 21.00 $ 25.50
Low....................................... $ 20.00 $ 13.25 $ 7.00 $ 6.87 $ 12.75
Approximate number of shareholders.......... 6,400 5,300 4,300 4,150 3,800
Weighted average shares outstanding
--basic................................... 11,900 10,400 10,000 10,000 9,500
--diluted................................. 14,600 11,900 10,100 10,000 9,600
Number of employees at end of year.......... 4,227 2,874 2,196 1,884 1,883
Revenue dollars per employee based on end of
year employment........................... $ 922 $ 1,080 $ 1,002 $ 956 $ 821
</TABLE>

- ------------------------

(1) Net earnings per share and weighted average shares outstanding are
calculated pursant to Financial Accounting Standards Board (FASB) Statement
of Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share" which
was issued in February 1997, accordingly, prior periods have been restated.

13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

RESULTS OF OPERATIONS

The following tables set forth, for the indicated periods, revenues, gross
margins, and net earnings and the mix of revenues, gross margin, and net
earnings of the Company segmented by the three main classifications.

<TABLE>
<CAPTION>
SUMMARY OF OPERATING RESULTS
FISCAL YEAR ENDED DECEMBER
-------------------------------------------------------------------------------
1997 1996(1) 1995 1997 1996(1) 1995
------------ ------------ ------------ ----------- ----------- -----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Computer products.................... $ 3,547,732 $ 2,885,019 $ 2,047,215 91.1% 93.0% 93.1%
Computer services.................... 247,243 136,888 95,476 6.3 4.4 4.3
Communication products and
services........................... 101,327 80,148 57,653 2.6 2.6 2.6
------------ ------------ ------------ ----- ----- -----
Total.............................. $ 3,896,302 $ 3,102,055 $ 2,200,344 100.0% 100.0% 100.0%
------------ ------------ ------------ ----- ----- -----
------------ ------------ ------------ ----- ----- -----
Gross Margin:
Computer products.................... $ 192,946 $ 162,651 $ 122,386 48.1% 57.4% 60.1%
Computer services.................... 185,932 103,228 67,599 46.4 36.4 33.2
Communication products and
services........................... 22,235 17,480 13,821 5.5 6.2 6.7
------------ ------------ ------------ ----- ----- -----
Total.............................. $ 401,113 $ 283,359 $ 203,806 100.0% 100.0% 100.0%
------------ ------------ ------------ ----- ----- -----
------------ ------------ ------------ ----- ----- -----
Net Earnings:
Computer products.................... $ 10,747 $ 9,703 $ 5,418 36.5% 51.8% 46.3%
Computer services.................... 15,506 7,381 5,272 52.6 39.4 45.0
Communication products and
services........................... 3,203 1,649 1,017 10.9 8.8 8.7
------------ ------------ ------------ ----- ----- -----
Total.............................. $ 29,456 $ 18,733 $ 11,707 100.0% 100.0% 100.0%
------------ ------------ ------------ ----- ----- -----
------------ ------------ ------------ ----- ----- -----
</TABLE>

- ------------------------

(1) Net earnings include the impact of non-recurring charges of $991,000 in the
fourth quarter of 1996.

The following table sets forth, for the indicated periods, the gross margin
percentage of the three main classifications and the consolidated gross margin
percentage of the Company.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Gross Margin:
Computer products................................................... 5.4% 5.6% 6.0%
Computer services................................................... 75.2 75.4 70.8
Communication products and services................................. 21.9 21.8 24.0
Consolidated gross margin............................................. 10.3% 9.1% 9.3%
</TABLE>

14
<PAGE>
1997 COMPARED TO 1996

REVENUES

Revenues for 1997 increased $794.2 million or 25.6% to $3.9 billion when
comparing the fiscal year ended December 27, 1997 with the fiscal year ended
December 28, 1996. Revenue growth resulted from an increase in all revenue
components. Computer product sales increased $662.7 million or 23.0% over 1996,
revenues from computer services increased $110.4 million or 80.6% over 1996, and
revenues from communication products and services increased $21.2 million or
26.4% over 1996.

Computer product revenues increased primarily as a result of an increase in
products shipped directly to the end-user client, overall industry growth, and
the acquisitions completed by the Company-owned business centers. The increase
in computer product revenues related to the acquisitions was approximately $87.4
million for 1997. The increase in computer product sales resulted from an
increase in sales through the Company-owned business centers ($411.2 million or
33.0% over 1996) and through an increase in sales through the independent
reseller channel ($164.3 million or 9.8% over 1996).

Revenues from computer services increased as a result of increased sales
efforts for such service offerings, the inclusion of these services with
increasing computer product sales, and the recent acquisitions completed by the
Company. The increase in computer services sales resulted primarily from an
increase in sales through the Company-owned business centers ($65.2 million or
64.5% over 1996). The increase in computer services revenues related to
acquisitions was approximately $32.4 million for 1997. Revenues from
communication products and services increased as a result of broad based growth
from the communications product and service offerings.

GROSS MARGINS

The increase in the Company's gross margin percentage for 1997 was primarily
a result of the increase in the mix of higher-margin computer services versus
lower-margin computer products. The decrease in the gross margin percentage for
computer products resulted primarily from a decrease in the margin percentage on
computer product sales through the Company-owned business centers and the
independent reseller channel in 1997. The decrease in gross margin percentage
for computer services resulted primarily from an increase in the mix of services
to include more rapid growth in lower-margin technology procurement than
higher-margin support and systems integration services. The increase in gross
margin percentage for the communication products and services resulted from an
increase in mix of revenues which included more higher-margin long distance and
non-product services as compared to the lower-margin communications product
sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses increased $90.9 million
or 39.4% in 1997. SG&A as a percent of revenue was 8.3% in 1997 versus 7.5% in
1996. The increase in spending and the related increase in SG&A as a percent of
revenues resulted primarily from the costs of handling the increased computer
services revenues. The Company also incurred additional costs during the year
related to integrating the current year's acquisitions. The increase in SG&A
related to acquisitions was approximately $23.9 million in 1997.

INTEREST EXPENSE

Interest expense for 1997 increased by $8.6 million to $29.0 million.
Interest expense increased primarily due to higher average daily borrowings.
Average daily borrowings for 1997 were $122.0 million more than the average
borrowings during 1996. The average daily borrowing interest rate decreased
approximately 26 basis points from 1996. The increase in the average daily
borrowings resulted primarily from financing additional accounts receivable
resulting from an increase in revenues, and an increase in

15
<PAGE>
inventory levels. The decrease in the average daily borrowing interest rate
resulted from the Company selling an additional $100 million of accounts
receivable in January 1997 for a total of $200 million in accounts receivable
financing an asset securitization program, and the issuance of $86.25 million of
4.5% convertible subordinated debentures in November 1997 (see "Liquidity and
Capital Resources").

NET EARNINGS

Net earnings for 1997 increased 57.2% to $29.5 million compared with net
earnings of $18.7 million, which included non-recurring charges of $991,000, for
1996. Share earnings increased to $2.17 per diluted share from the $1.66 per
diluted share, which includes non-recurring charges of $0.07 per diluted share,
reported for 1996. The increase resulted from the factors discussed above.

1996 COMPARED TO 1995

REVENUE

Revenues for 1996 increased $901.7 million or 41.0% to $3.1 billion when
comparing the fiscal year ended December 28, 1996 with the fiscal year ended
December 30, 1995. Revenue growth resulted primarily from computer product sales
which increased $837.8 million or 40.9% during 1996. Revenues from computer
services increased $41.4 million or 43.4% over 1995. Revenues from communication
products and services increased $22.5 million or 39.0% in 1996.

Revenues increased primarily as a result of an increase in products shipped
directly to the end-user customer, overall industry growth, the sale of products
to new independent resellers and the acquisitions completed by the Company-owned
business centers. The increase in revenues related to the acquisitions was
approximately $49.4 million for 1996. The increase in computer product sales
resulted from an increase in sales through the independent reseller channel
($563.5 million or 50.9% over 1995) and through an increase in sales through the
Company-owned business centers ($291.7 million or 29.4% over 1995). Revenues
from computer services increased as a result of increased sales efforts for such
service offerings and the inclusion of these services with increasing computer
product sales. Revenues from communication products and services increased as a
result of broad based growth from the communications product and service
offerings.

GROSS MARGINS

The decrease in the Company's gross margin percentage for 1996 was primarily
a result of the decrease in the gross margin percentage on computer products,
which resulted primarily from a greater proportion of lower-margin independent
reseller channel sales in 1996 versus higher-margin computer product sales in
the Company-owned business centers.

The increase in gross margin percentage for computer services resulted from
an increase in the mix of services to include more higher-margin systems
integration services versus the support and technology procurement services. The
decrease in gross margin percentage for the communication products and services
resulted from an increase in mix of revenues which included more lower-margin
communications product sales as compared to the higher-margin long distance and
non-product services.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

SG&A expenses increased $61.9 million or 36.6% in 1996. SG&A as a percent of
revenue was 7.5% in 1996 versus 7.7% in 1995. Excluding the impact of
non-recurring charges recognized in the fourth quarter of 1996, SG&A expenses
increased $60.2 million or 35.6% in 1996. SG&A as a percent of revenue,
excluding the impact of the non-recurring charges recognized in the fourth
quarter of 1996, was 7.4% in 1996 versus 7.7% in 1995.

16
<PAGE>
The increase in spending resulted primarily from the costs of handling the
increased product, services and communications revenues. The Company also
continued to invest in the infrastructure by opening a technology convergence
distribution and configuration center in Ontario, California, during the third
quarter of 1996. The Company incurred additional costs during the year related
to integrating the current year's acquisitions. The decrease in SG&A as a
percent of revenue resulted from leverage achieved through operational
efficiencies resulting from current and prior period investments in distribution
center automation, information systems and computer service offerings.

INTEREST EXPENSE

Interest expense for 1996 increased by $5.8 million to $20.4 million.
Interest expense increased due to higher average daily borrowings. Average daily
borrowings for 1996 were $114.4 million more than the average borrowings during
1995. The average daily borrowing interest rate decreased approximately 0.8
percentage points from 1995. The increase in the average daily borrowings
resulted from the Company's decision in the first quarter of 1996 to take
advantage of early pay discounts offered by some of the Company's major vendors
as well as an increase in accounts receivable and inventory. The increase in
accounts receivable is a result of an increase in sales. The decrease in the
average daily borrowing interest rate resulted from the Company selling $100
million of accounts receivable in June 1995 and the issuance of $55.25 million
of 6% convertible subordinated debentures in June 1996 (see "Liquidity and
Capital Resources").

NET EARNINGS

Net earnings for 1996 increased 60% to $18.7 million, which includes
non-recurring charges of $991,000, compared with net earnings of $11.7 million
for 1995. Share earnings increased to $1.66 per diluted share, which includes
non-recurring charges of $0.07 per diluted share, from the $1.16 per diluted
share reported for 1995. The increase resulted from the factors discussed above.

BUSINESS COMBINATION AND NON-RECURRING CHARGES

In December 1996, the Company effected two business combinations accounted
for as poolings of interest transactions. The overall impact of the combinations
with relation to the financial statements taken as a whole are not material and
thus prior periods for the Company have not been restated to reflect the
business combinations. The Company recognized a non-recurring charge of $991
thousand to net earnings related to the business combinations during the fourth
quarter of 1996. The effect of the immaterial poolings was to increase
stockholders' equity by approximately $643,000.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are provided through an inventory
and working-capital financing agreement of $550.0 million (increased from $350.0
million as of June 27, 1997), convertible subordinated debentures of $141.5
million, and a revolving credit facility of $40.0 million.

The $550.0 million facility provided by IBM Credit Corp. can be used by the
Company at its discretion, subject to a borrowing base, for its working-capital
needs and IBM Corp. inventory purchases. The inventory and working-capital
financing agreement expires June 29, 1998. On December 27, 1997, $167.6 million
was outstanding under the inventory and working-capital financing agreement, of
which the entire balance was related to non-interest bearing trade accounts
payable. There were no outstanding balances related to the interest-bearing
working-capital portion of the agreement, however, the interest rate would have
been 7.6% based on three-month LIBOR. This inventory and working-capital
financing agreement is secured by inventory and other assets.

The $141.5 million of convertible subordinated debentures consist of $86.25
million of 4.5% convertible subordinated debentures issued in November 1997 and
$55.25 million of 6% convertible subordinated debentures issued in June 1996.
The $86.25 million of 4.5% convertible subordinated debentures are due November
1, 2004 and are convertible into common stock of the Company at a conversion
rate of 25.235 shares per each $1,000 principal amount of debentures (equivalent
to a conversion price of $39.63 per

17
<PAGE>
share), subject to adjustments under certain circumstances. The 1997 debentures
are not redeemable by the Company prior to November 1, 2001 and thereafter the
Company may redeem the debentures at various premiums to principal amount. The
1997 debentures may also be redeemed at the option of the holder if there is a
Change in Control (as defined in the indenture) at a price equal to 100% of the
principal amount plus accrued interest at the date of redemption.

The $55.25 million 6% convertible subordinated debentures are due June 15,
2006 and are convertible into common stock of the Company at a conversion price
of $24.00 per share, subject to adjustments under certain circumstances. The
1996 debentures are not redeemable by the Company prior to June 16, 2000 and
thereafter the Company may redeem the debentures at various premiums to
principal amount. The 1996 debentures may also be redeemed at the option of the
holder if there is a Change in Control (as defined in the indenture) at a price
equal to 100% of the principal amount plus accrued interest at the date of
redemption.

The $40.0 million revolving credit facility agreement expires in February
1999. On December 27, 1997, there were no outstanding balances under the
revolving credit facility, however, the interest rate would have been 7.0% based
on three-month LIBOR. The revolving credit facility is secured by inventory and
other assets.

The debt agreements contain certain restrictive covenants, including the
maintenance of minimum levels of working capital, tangible net worth,
limitations on incurring additional indebtedness, and restrictions on the amount
of net loss the Company can incur. Certain covenants effectively limit the
amount of dividends which the Company may pay to the stockholders. Retained
earnings on December 27, 1997 would not be restricted as to payments of cash
dividends under the most restrictive covenants in such agreements. The Company
was in compliance with the covenants contained in the agreements on December 27,
1997.

Long-term debt was 30.3% of total long-term debt and equity at December 27,
1997 versus 23.8% at December 28, 1996. The increase was a result of the
issuance of $86.25 million of 4.5% convertible subordinated debentures in
November 1997.

The Company has entered into an agreement to sell $200 million of accounts
receivable, with limited recourse, to an unrelated financial institution. The
agreement was initially entered into in June 1995 with respect to $100 million
of accounts receivable and was amended in January 1997 to sell an additional
$100 million of accounts receivable. New qualifying receivables are sold to the
financial institution as collections reduce previously sold receivables in order
to maintain a balance of $200 million sold receivables. On December 27, 1997,
$46.8 million of additional accounts receivable were designated to offset
potential obligations under limited recourse provisions; however, historical
losses on Company receivables have been substantially less than such additional
amount. On December 27, 1997, the implicit interest rate on the receivable sale
transaction was 6.2%.

The Company occasionally uses derivative financial instruments to limit the
effect of increases in the interest rates on any floating-rate debt. The Company
does not hold or issue derivative financial instruments for trading purposes. In
January 1997 and October 1997, the Company entered into two separate one-year
interest rate swap agreements with an unrelated financial institution which
resulted in certain floating-rate interest payment obligations becoming
fixed-rate interest payment obligations at 5.8% and 5.7%, respectively, with an
aggregate notional amount of $100 million per each agreement. As a result of
these swap agreements, interest expense was increased by approximately $260
thousand in 1997. The January 1997 agreement expired in January 1998.

Operating activities used cash of $39.7 million in 1997 compared to cash
used by operating activities of $18.3 million in 1996. The primary factor
contributing to the change in cash used by operating activities was the net cash
used by inventory and accounts payable. In 1997, inventory increased $30.0
million over 1996 with a corresponding decrease in accounts payable of $27.9
million resulting in net cash used in inventory and accounts payable of $57.9
million. In 1996, inventory increased $31.8 million over 1995 with

18
<PAGE>
an offsetting increase in accounts payable of $71.1 million resulting in net
cash provided from inventory and accounts payable of $39.3 million. The increase
in cash used by inventory and accounts payable was primarily a result of a
decrease in inventory turns in addition to the Company taking advantage of early
pay discounts with certain major manufacturers during 1997.

The increase in cash used by inventory and accounts payable in 1997 versus
1996 was partially offset by a decrease in the amount of cash used for financing
accounts receivable. In 1997, accounts receivable levels increased $29.0 million
over 1996 net of accounts receivable securitizations. In 1996, accounts
receivable levels increased $123.6 million over 1995 net of accounts receivable
securitizations. The decrease in cash used by accounts receivable was primarily
due to an increase in accounts receivable turns.

The Company used $79.0 million in cash for investing activities. Cash of
$50.7 million was used to purchase property and equipment and cash of $14.9
million was used for business combinations (See Notes to Consolidated Financial
Statements -- Business Combinations).

Net cash provided by financing for 1997 totaled $139.8 million, of which
$100.0 million was provided from the sale of accounts receivable, $93.0 million
was provided from the public sale of 3,000,000 shares of common stock in
November 1997, and $86.25 million was provided by the issuance of 4.5%
convertible subordinated debentures. The financing proceeds were partially
offset by $140.8 million in payments of notes payable.

The Company believes the funding expected to be generated from operations
and provided by the credit facilities at December 27, 1997 will be sufficient to
meet working capital and capital investment needs for the next twelve months.

19
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Consolidated Financial Statements of the Company listed in the index
appearing under Items 14(a)(1) and (2) hereof are filed as part of this Annual
Report on Form 10-K and are incorporated by reference in this Item 8. See also
"Index to Financial Statements" on page 24 hereof. Certain quarterly financial
data is set forth below.
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
SHARES
NET PER SHARE(2) OUTSTANDING
GROSS NET --------------------------- -------
REVENUES MARGIN EARNINGS BASIC DILUTED BASIC
---------- -------- -------- --------- --------- -------
DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
<S> <C> <C> <C> <C> <C> <C>
1997
First........ $ 841,690 $ 83,243 $ 5,245 $0.48 $0.42 11,000
Second....... 972,214 98,874 6,709 0.59 0.51 11,400
Third........ 1,013,334 105,362 7,229 0.62 0.55 11,600
Fourth....... 1,069,064 113,634 10,273 0.76 0.64 13,500
---------- -------- -------- --------- --------- -------
Year......... $3,896,302 $401,113 $29,456 $2.48 $2.17 11,900
---------- -------- -------- --------- --------- -------
---------- -------- -------- --------- --------- -------
1996
First........ $ 642,081 $ 57,181 $ 2,990 $0.30 $0.29 10,000
Second....... 769,860 68,133 4,424 0.44 0.42 10,100
Third........ 769,452 73,127 5,041 0.49 0.43 10,300
Fourth....... 920,662 84,918 6,278(1) 0.58 0.51(1) 10,800
---------- -------- -------- --------- --------- -------
Year......... $3,102,055 $283,359 $18,733(1) $1.80 $1.66(1) 10,400
---------- -------- -------- --------- --------- -------
---------- -------- -------- --------- --------- -------

STOCK
MARKET PRICE
--------------------
DILUTED HIGH LOW
------- ------ ------
DOLLA
<S> <C> <C>
1997
First........ 13,600 $40.13 $20.63
Second....... 14,000 32.50 20.00
Third........ 14,100 37.63 31.13
Fourth....... 17,400 39.38 24.38
------- ------ ------
Year......... 14,600 $40.13 $20.00
------- ------ ------
------- ------ ------
1996
First........ 10,200 $18.50 $13.25
Second....... 10,600 24.25 16.75
Third........ 12,900 35.88 15.38
Fourth....... 13,400 39.25 28.88
------- ------ ------
Year......... 11,900 $39.25 $13.25
------- ------ ------
------- ------ ------
</TABLE>

- --------------------------

(1) Includes a charge of $991,000 or $0.09 per basic share and $0.07 per diluted
share resulting from non-recurring charges.

(2) Net earnings per share is calculated pursuant to Financial Accounting
Standards Board (FASB) Statement of Financial Accounting Standards(SFAS) No.
128 "Earnings Per Share" which was issued in February 1997, accordingly,
prior periods have been restated.

The Company's Common Stock is listed on the New York Stock Exchange under
the ticker symbol "ICO". Prior to September 12, 1997, the Company's Common Stock
traded in the over-the-counter market and was quoted on the National Association
of Securities Dealers Automated Quotations ("NASDAQ") National Market System
under the symbol "INAC". As of March 2, 1998, the Company estimates there were
6,400 beneficial holders of the Company's Common Stock.

The Company has never declared or paid a cash dividend to stockholders. The
Board of Directors presently intends to retain all earnings to finance the
expansion of the Company's operations and does not expect to authorize cash
dividends in the foreseeable future. Any payment of cash dividends in the future
will depend upon the Company's earnings, capital requirements and other factors.
The Company's debt agreements restrict the amount of dividends which may be paid
by the Company.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None

20
<PAGE>
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except for the information relating to the executive officers of the Company
set forth in Part I of this Report, the information called for by items 10, 11,
12 and 13 is incorporated herein by reference to the following sections of the
Company's Proxy Statement for its Annual Meeting of Stockholders to be held on
April 23, 1998: Certain Stockholders; Election of Directors; Directors Meetings
and Compensation; Summary Compensation Table; Option Grants in Fiscal Year 1997;
Option Exercises in Fiscal 1997 and Fiscal Year-End Values; and Employment,
Consulting and Other Agreements.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) (1) (2) Financial Statements. See index to consolidated financial statements
and supporting schedules.

(a) (3) Exhibits. See exhibit index, which index is incorporated herein by
reference.

(b) The Company filed a report on Form 8-K dated November 4, 1997, reporting the
issuance and sale of 3,000,000 shares of Company common stock, par value
$.10 per share, and $75,000,000 of 4.5% Subordinated Convertible Debentures
due November 1, 2004 (the "Debentures") on November 4, 1997. The Company
filed a report on Form 8-K dated November 20, 1997 reporting the issuance
and sale of an additional $11,250,000 of Debentures on December 20, 1997,
following the exercise of an overallotment option by the underwriters.

21
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 27, 1997 AND DECEMBER 28, 1996
(WITH INDEPENDENT AUDITORS' REPORT THEREON)

22
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors
InaCom Corp.:

We have audited the accompanying consolidated financial statements of InaCom
Corp. and subsidiaries as listed in the accompanying index. In connection with
our audits of the consolidated financial statements, we have also audited the
financial statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of InaCom Corp.
and subsidiaries at December 27, 1997 and December 28, 1996, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 27, 1997, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.

[/S/KPMG PEAT MARWICK LLP]

KPMG Peat Marwick LLP

Omaha, Nebraska
February 20, 1998

23
<PAGE>
INACOM CORP. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE

<TABLE>
<CAPTION>
PAGE(S)
---------
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Operations -- Three-Year Period Ended December 27, 1997...................... 25

Consolidated Balance Sheets -- December 27, 1997 and December 28, 1996.................................. 26

Consolidated Statements of Stockholders' Equity -- Three-Year Period
Ended December 27, 1997................................................................................ 27

Consolidated Statements of Cash Flows -- Three-Year Period Ended December 27, 1997...................... 28

Notes to Consolidated Financial Statements -- Three-Year Period Ended December 27, 1997................. 29 - 38

FINANCIAL STATEMENT SCHEDULE SUPPORTING CONSOLIDATED FINANCIAL STATEMENTS

SCHEDULE -- Valuation and Qualifying Accounts........................................................... 39
</TABLE>

All other schedules have been omitted as the required information is
inapplicable or the information is included in the consolidated financial
statements or related notes.

24
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Computer products..................................................... $ 3,547,732 2,885,019 2,047,215
Computer services..................................................... 247,243 136,888 95,476
Communications products and services.................................. 101,327 80,148 57,653
------------ ------------ ------------
3,896,302 3,102,055 2,200,344
------------ ------------ ------------
Direct costs:
Computer products..................................................... 3,354,786 2,722,368 1,924,829
Computer services..................................................... 61,311 33,660 27,877
Communications products and services.................................. 79,092 62,668 43,832
------------ ------------ ------------
3,495,189 2,818,696 1,996,538
------------ ------------ ------------
Gross margin............................................................ 401,113 283,359 203,806
Selling, general and administrative expenses............................ 322,218 231,235 169,338
------------ ------------ ------------
Operating income........................................................ 78,895 52,124 34,468
Interest expense........................................................ 29,024 20,405 14,635
------------ ------------ ------------
Earnings before income taxes............................................ 49,871 31,719 19,833
Income tax expense...................................................... 20,415 12,986 8,126
------------ ------------ ------------
Net earnings............................................................ $ 29,456 18,733 11,707
------------ ------------ ------------
------------ ------------ ------------
Earnings per share:
Basic................................................................. $ 2.48 1.80 1.17
Diluted............................................................... 2.17 1.66 1.16
------------ ------------ ------------
------------ ------------ ------------
Common shares and equivalents outstanding:
Basic................................................................. 11,900 10,400 10,000
Diluted............................................................... 14,600 11,900 10,100
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

See accompanying notes to consolidated financial statements.

25
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 27, 1997 AND DECEMBER 28, 1996
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS

<TABLE>
<CAPTION>
1997 1996
---------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................................ $ 52,592 31,410
Accounts receivable, less allowance for doubtful accounts of $5,941 in 1997
and $4,385 in 1996..................................................................... 252,067 288,407
Deferred income taxes.................................................................... 6,327 3,554
Inventories.............................................................................. 429,362 386,592
Other current assets..................................................................... 7,431 2,335
---------- ---------
Total current assets................................................................... 747,779 712,298
---------- ---------
Property and equipment, at cost............................................................ 175,117 116,970
Less accumulated depreciation.............................................................. 85,270 57,845
---------- ---------
Net property and equipment................................................................. 89,847 59,125
---------- ---------
Other assets, net of accumulated amortization of $17,410 in 1997 and
$13,771 in 1996........................................................................... 34,502 27,531
Cost in excess of net assets of business acquired, net of accumulated
amortization of $11,662 in 1997 and $7,736 in 1996........................................ 88,411 48,646
---------- ---------
$ 960,539 847,600
---------- ---------
---------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................................................... $ 409,513 406,753
Notes payable............................................................................ -- 140,770
Income taxes payable..................................................................... 5,908 3,531
Other current liabilities................................................................ 74,372 60,941
---------- ---------
Total current liabilities.................................................................. 489,793 611,995
---------- ---------
Convertible subordinated debentures........................................................ 141,500 55,250
Other long-term liabilities................................................................ 226 73
Deferred income taxes...................................................................... 3,804 3,452

Stockholders' equity:
Capital stock:
Class A preferred stock of $1 par value. Authorized 1,000,000 shares; none issued...... -- --
Common stock of $.10 par value. Authorized 30,000,000 shares; issued 14,825,049 shares
in 1997 and 10,850,008 shares in 1996................................................ 1,482 1,085
Additional paid-in capital............................................................... 216,671 98,153
Retained earnings........................................................................ 107,063 77,607
---------- ---------
325,216 176,845

Less unearned restricted stock........................................................... -- (15)
---------- ---------
Total stockholders' equity................................................................. 325,216 176,830
---------- ---------
$ 960,539 847,600
---------- ---------
---------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.

26
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
ADDITIONAL UNEARNED TOTAL
COMMON PAID-IN RETAINED TREASURY RESTRICTED STOCKHOLDERS'
STOCK CAPITAL EARNINGS STOCK STOCK EQUITY
----------- ----------- --------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994................. $ 1,004 89,314 47,167 (1,533) (362) 135,590

Net earnings................................. -- -- 11,707 -- -- 11,707
Issuance of 4,400 treasury shares as director
compensation................................ -- (1) -- 39 -- 38
Issuance of 89,993 treasury shares under
stock option plans.......................... -- 240 -- 790 -- 1,030
Issuance of 61,800 treasury shares as stock
awards, net of forfeitures.................. -- (25) -- 543 (108) 410
----------- ----------- --------- ----------- --- ------------
Balance at December 30, 1995................. 1,004 89,528 58,874 (161) (470) 148,775

Net earnings................................. -- -- 18,733 -- -- 18,733
Issuance of 691,131 shares in connection with
business combinations....................... 69 6,581 -- -- -- 6,650
Issuance of 132,966 treasury and common
shares under stock option plans............. 12 1,956 -- 161 -- 2,129
Issuance of 3,400 shares as director
compensation................................ -- 60 -- -- -- 60
Issuance of 2,500 shares as stock awards, net
of forfeitures.............................. -- 28 -- -- 455 483
----------- ----------- --------- ----------- --- ------------
Balance at December 28, 1996................. 1,085 98,153 77,607 -- (15) 176,830

Net earnings................................. -- -- 29,456 -- -- 29,456
Issuance of 3,000,000 shares through public
offering, net of offering expenditures...... 300 92,650 -- -- -- 92,950
Issuance of 892,708 shares in connection with
business combinations....................... 89 24,394 -- -- -- 24,483
Issuance of 3,300 shares as director
compensation................................ -- 66 -- -- -- 66
Issuance of 79,029 shares under stock option
plans....................................... 8 1,408 -- -- -- 1,416
Amortization of unearned restricted stock.... -- -- -- -- 15 15
----------- ----------- --------- ----------- --- ------------
Balance at December 27, 1997................. $ 1,482 216,671 107,063 -- -- 325,216
----------- ----------- --------- ----------- --- ------------
----------- ----------- --------- ----------- --- ------------
</TABLE>

See accompanying notes to consolidated financial statements.

27
<PAGE>
INACOM CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
1997 1996 1995
------------ ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings.............................................................. $ 29,456 18,733 11,707
Adjustments to reconcile net earnings to net cash used by operating
activities:
Depreciation and amortization........................................... 31,274 21,814 19,059
Changes in assets and liabilities, net of effects from business
combinations:
Accounts receivable................................................... (29,028) (123,648) (75,333)
Inventories........................................................... (29,994) (31,794) (124,296)
Other current assets.................................................. (2,954) 97 (610)
Accounts payable...................................................... (27,943) 71,162 105,100
Other liabilities..................................................... (10,461) 20,896 5,444
Income taxes.......................................................... (44) 4,451 1,195
------------ ---------- ----------
Net cash used by operating activities............................... (39,694) (18,289) (57,734)
------------ ---------- ----------
Cash flows from investing activities:
Additions to property and equipment....................................... (50,656) (26,240) (10,346)
Business combinations..................................................... (14,850) (23,386) --
(Advances of) receipts from notes receivable.............................. (420) 446 (1,872)
Other, including advances to affiliates................................... (13,044) (11,950) (1,051)
------------ ---------- ----------
Net cash used in investing activities............................... (78,970) (61,130) (13,269)
------------ ---------- ----------
Cash flows from financing activities:
Principal payments on long-term debt...................................... -- (30,334) (6,667)
Proceeds from receivables sold............................................ 100,000 -- 100,000
Proceeds from offering of public stock.................................... 92,950 -- --
(Payments of) proceeds from notes payable................................. (140,770) 63,094 (13,184)
Proceeds from long-term debt.............................................. 86,250 55,250 --
Proceeds from the exercise of employee stock options...................... 1,416 2,129 1,030
------------ ---------- ----------
Net cash provided by financing activities........................... 139,846 90,139 81,179
------------ ---------- ----------
Net increase in cash and cash equivalents 21,182 10,720 10,176
Cash and cash equivalents, beginning of year 31,410 20,690 10,514
------------ ---------- ----------
Cash and cash equivalents, end of year $ 52,592 31,410 20,690
------------ ---------- ----------
------------ ---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

28
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) ORGANIZATION

The consolidated financial statements include the accounts of InaCom Corp.
(Company) and its wholly-owned subsidiaries. The Company is a provider of
management technology services which include technology procurement and
distribution of microcomputer systems, workstations, networking and
telecommunications equipment, systems integration, and support services. All
significant intercompany balances and transactions have been eliminated in
consolidation.

(B) INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of computer hardware, software, voice and data equipment, and
related materials.

Other assets include vendor authorization rights and long-term notes
receivable. Vendor authorization rights are being amortized over their
contractual life of ten years.

(D) COST IN EXCESS OF NET ASSETS OF BUSINESS ACQUIRED

The excess of the cost over the fair value of assets of businesses acquired
is being amortized over twenty years. The Company assesses the recoverability of
intangible assets by determining whether the amortization of the asset balance
over its remaining life can be recovered through undiscounted future operating
cash flows of the acquired operation. The amount of goodwill impairment, if any,
is measured based on projected discounted future operating cash flows using a
discount rate reflecting the Company's average cost of funds.

(E) DEPRECIATION

Depreciation is provided over the estimated useful lives of the respective
assets ranging from three to thirty-one years using the straight-line method.

(F) INCOME TAXES

Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

(G) EARNINGS PER SHARE

Earnings per share of common stock have been computed on the basis of the
weighted average number of shares of common stock outstanding after giving
effect to equivalent common shares from dilutive stock options and convertible
subordinated debentures. In February 1997, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128
"Earnings Per Share", which revised the calculation and presentation provisions
of Accounting Principles Board (APB) Opinion 15 and related interpretations.
SFAS No. 128, which is effective for periods ending after December 15, 1997,
requires companies to present, both currently and retroactively, basic earnings
per share and diluted earnings per share instead of primary and fully-diluted
earnings per share which was previously required under APB Opinion 15.
Accordingly, earnings per share for all periods presented have been restated to
apply the provisions of SFAS No. 128. Diluted earnings per share includes an
increase to

29
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the numerator of $2.3 million in 1997 and $1.1 million in 1996 for interest
expense that would not have been incurred if the convertible subordinated
debentures were converted to common stock, and the denominator includes an
increase to common shares and equivalents outstanding of 2.7 million shares in
1997, 1.5 million shares in 1996, and 100 thousand shares in 1995, for
additional common shares that would have been outstanding if the convertible
subordinated debentures and certain stock options were exercised. Had the
Company reported earnings per share under the previous APB opinion 15, primary
and fully-diluted earnings per share for the years ending December 1997, 1996,
and 1995, would have been $2.40, $1.76, $1.14 and $2.13, $1.64, $1.14,
respectively.

(H) REVENUE AND EXPENSE RECOGNITION

The Company recognizes revenue from product sales upon shipment to the
customer. Revenues from consulting and other services are recognized as the
Company performs the services.

(I) MARKETING DEVELOPMENT FUNDS

Primary vendors of the Company provide various incentives, in cash or credit
against obligations, for promoting and marketing their product offerings. The
funds or credits received are based on the purchases or sales of the vendor's
products and are earned through performance of specific marketing programs or
upon completion of objectives outlined by the vendors. Funds or credits earned
are applied to direct costs or selling, general and administrative expenses
depending on the objectives of the program. Funds or credits from the Company's
primary vendors typically range from 1% to 5% of purchases.

(J) RISKS AND UNCERTAINTIES

Financial instruments which potentially expose the Company to a
concentration of credit risk principally consist of accounts receivable. The
Company sells product to a large number of customers in many different
industries and geographies. To minimize credit concentration risk, the Company
utilizes several financial services organizations, which purchase accounts
receivable, and performs ongoing credit evaluations of its customers' financial
conditions.

The Company's business is dependent in large measure upon its relationship
with key vendors since a substantial portion of the Company's revenue is derived
from the sales of the products of such key vendors. Termination of, or a
material change to the Company's agreements with these vendors, or a material
decrease in the level of marketing development programs offered by
manufacturers, or an insufficient or interrupted supply of vendors' product
would have a material adverse effect on the Company's business.

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these consolidated financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.

(K) FINANCIAL INSTRUMENTS

The carrying amounts for cash and cash equivalents, accounts receivable,
accounts payable, and notes payable approximate fair value because of the short
maturity of these instruments. The fair values of the convertible subordinated
debentures are based on the amount of future cash flows associated with each
instrument discounted using the Company's current borrowing rate for similar
debt instruments of

30
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
comparable maturity. The estimated fair value of the Company's convertible
subordinated debentures at December 27, 1997 and December 28, 1996, approximates
book value.

(L) CASH EQUIVALENTS

For purposes of the consolidated statements of cash flows, the Company
considers cash and temporary cash investments with a maturity of three months or
less to be cash equivalents.

(M) STOCK-BASED COMPENSATION

The Company accounts for stock options in accordance with the provisions of
APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
interpretations. As such, compensation expense would be recorded on the date of
grant only if the current market price of the underlying stock exceeded the
exercise price. Accordingly, the Company has not recognized compensation expense
for its options granted in 1997, 1996 and 1995. In 1996, the Company adopted
FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, which permits
entities to recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant. FASB Statement No. 123 also allows
entities to continue to apply the provisions of APB Opinion No. 25 and provide
pro forma net earnings and earnings per share disclosures for employee stock
option grants made in 1995 and future years as if the fair-value-based method
defined in FASB Statement No. 123 had been applied. The Company has elected to
continue to apply the provisions of APB Opinion No. 25 and provide the pro forma
disclosure provisions of FASB Statement No. 123.

(2) BUSINESS COMBINATIONS

During 1997 and 1996, the Company completed several acquisitions. The total
consideration given for the 1997 acquisitions was $39.4 million which included
$14.9 million in cash and 892,708 shares of common stock in transactions
accounted for as purchases. The total consideration given for the 1996
acquisitions was $30.5 million which included $23.4 million in cash and 327,495
shares of common stock in transactions accounted for as purchases. The excess
purchase price over the estimated fair value of the net assets acquired was
$40.0 million in 1997 and $24.2 million in 1996; the excess is being amortized
using the straight line method over twenty years.

Also during 1996, the Company acquired all the issued and outstanding shares
of two network consulting organizations for 272,726 and 90,910 shares of Common
Stock, respectively, in transactions accounted for as a pooling of interests.
The Company's consolidated financial statements for the year ended December 28,
1996, include the fourth fiscal quarter's activity for the acquired businesses.
Prior

31
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(2) BUSINESS COMBINATIONS (CONTINUED)
period financial statements were not restated as the results of operations would
not have been materially different than those previously reported by the
Company. The effect of the immaterial poolings was to increase stockholders'
equity by approximately $643,000.

If the above business combinations had occurred on January 1, 1995, the pro
forma operations of the Company would not have been materially different than
that reported in the accompanying consolidated statements of operations.

(3) PROPERTY AND EQUIPMENT

A summary of property and equipment follows:

<TABLE>
<CAPTION>
1997 1996
----------- ---------
<S> <C> <C>
Land, buildings and improvements...................................... $ 22,763 13,911
Furniture, fixtures and equipment..................................... 51,681 27,875
Computer equipment.................................................... 77,783 53,239
Computer parts held for repair and exchange........................... 22,890 21,945
----------- ---------
$ 175,117 116,970
----------- ---------
----------- ---------
</TABLE>

(4) INCOME TAXES

Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
1997 1996 1995
---------- --------- ---------
<S> <C> <C> <C>
Current:
Federal....................................................... $ 19,867 10,195 6,151
State......................................................... 2,969 1,488 943
Deferred:
Federal....................................................... (2,251) 1,209 897
State......................................................... (170) 94 135
---------- --------- ---------
$ 20,415 12,986 8,126
---------- --------- ---------
---------- --------- ---------
</TABLE>

The reconciliation of the statutory federal income tax rate and the
effective tax rate are as follows:

<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Statutory federal income tax rate................................ 35.0% 35.0% 35.0%
State income taxes, net of federal benefit....................... 3.6 3.2 3.6
Other............................................................ 2.4 2.8 2.4
--- --- ---
41.0% 41.0% 41.0%
--- --- ---
--- --- ---
</TABLE>

32
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(4) INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below:

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Deferred tax assets:
Valuation reserves....................................................... $ 6,475 5,726
Accrued expenses not deducted until paid................................. 5,305 2,188
Other.................................................................... 163 --
--------- ---------
Total deferred tax assets.............................................. 11,943 7,914
--------- ---------
Deferred tax liabilities:
Vendor discounts......................................................... 2,374 2,766
Depreciation............................................................. 5,600 4,241
Other.................................................................... 1,446 805
--------- ---------
Total deferred tax liabilities......................................... 9,420 7,812
--------- ---------
Net deferred tax assets................................................ $ 2,523 102
--------- ---------
--------- ---------
</TABLE>

There was no valuation allowance for deferred tax assets at December 27,
1997 or December 28, 1996.

(5) NOTES PAYABLE AND CONVERTIBLE SUBORDINATED DEBENTURES

The $550.0 million facility provided by IBM Credit Corp. can be used by the
Company at its discretion, subject to a borrowing base, for its working-capital
needs and IBM Corp. inventory purchases. The inventory and working-capital
financing agreement expires June 29, 1998. On December 27, 1997, $167.6 million
was outstanding under the inventory and working-capital financing agreement, of
which the entire balance is included in the accompanying consolidated balance
sheet as non-interest bearing trade accounts payable. There were no outstanding
balances related to the interest-bearing working-capital portion of the
agreement, however, the interest rate would have been 7.6% based on three-month
LIBOR. This inventory and working-capital financing agreement is secured by
inventory and other assets.

The debt agreements contain certain restrictive covenants, including the
maintenance of minimum levels of working capital, tangible net worth,
limitations on incurring additional indebtedness, and restrictions on the amount
of net loss the Company can incur. Retained earnings on December 27, 1997 would
not be restricted as to payments of cash dividends under the most restrictive
covenants in such agreements. The Company was in compliance with the covenants
contained in the agreements on December 27, 1997.

33
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(5) NOTES PAYABLE AND CONVERTIBLE SUBORDINATED DEBENTURES (CONTINUED)
The $141.5 million of convertible subordinated debentures consist of $86.25
million of 4.5% convertible subordinated debentures and $55.25 million of 6.0%
convertible subordinated debentures. In November 1997, the Company issued $86.25
million of 4.5% convertible subordinated debentures due November 1, 2004. The
1997 debentures are convertible into common stock of the Company at a conversion
rate of 25.235 shares per each $1,000 principal amount of debentures (equivalent
to a conversion price of $39.63 per share), subject to adjustments under certain
circumstances. The 1997 debentures are not redeemable by the Company prior to
November 1, 2001 and thereafter the Company may redeem the debentures at various
premiums to principal amount. The 1997 debentures may also be redeemed at the
option of the holder if there is a Change in Control (as defined in the
indenture) at a price equal to 100% of the principal amount plus accrued
interest at the date of redemption. The net proceeds from the sale of the 4.5%
debentures were used to repay, in part, indebtedness and fund other capital
requirements.

In June 1996, the Company issued $55.25 million of 6.0% convertible
subordinated debentures due June 15, 2006. The 1996 debentures are convertible
into common stock of the Company at a conversion price of $24.00 per share,
subject to adjustments under certain circumstances. The 1996 debentures are not
redeemable by the Company prior to June 16, 2000 and thereafter the Company may
redeem the debentures at various premiums to par. The 1996 debentures may also
be redeemed at the option of the holder if there is a Change in Control (as
defined in the indenture) at a price equal to 100% of the principal amount plus
accrued interest at the date of redemption. The net proceeds from the sale of
the 6.0% debentures were used to reduce a portion of the outstanding balance of
the working-capital financing agreement which carried an interest rate at the
time of the debenture sale of 7.3%

34
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(6) ACCOUNTS RECEIVABLE AND CREDIT ARRANGEMENTS

The Company also has floor plan agreements to take advantage of vendor
financing programs. The Company has entered into dealer working-capital
financing agreements with several financial services organizations which
purchase, primarily, accounts receivable from the Company. The Company had
contingent liabilities of $2.4 million at December 27, 1997 and $1.8 million at
December 28, 1996 relating to these agreements.

(7) LEASES

The Company operates in leased premises which include the general offices,
warehouse facilities and Company-owned branches. Operating lease terms range
from monthly to ten years and generally provide for renewal options.

Rent expense for operating leases was approximately $17.9 million, $12.0
million and $9.8 million for the three years ended December 27, 1997,
respectively.

Future minimum operating lease obligations for the years 1998 through 2002
are $14.3 million, $13.2 million, $10.5 million, $8.1 million, and $6.3 million,
respectively. It is anticipated that leases will be renewed or replaced as they
expire such that future annual lease obligations will approximate rent expense
for 1997.

(8) EMPLOYEE BENEFIT PLAN

The Company maintains a qualified savings plan under Section 401(k) of the
Internal Revenue Code (IRC) which covers substantially all full-time employees.
Annual contributions to the qualified plan, based on participant's annual pay,
are made by the Company. Participants may also elect to make contributions to
the plan. Employee contributions are matched by the Company up to limits
prescribed by the IRC. Company contributions to the plan approximated $5.1
million in 1997, $3.3 million in 1996 and $2.4 million in 1995.

The Company maintains a nonqualified savings plan for employees whose
benefits under the qualified savings plans are reduced because of limitations
under Federal tax laws. Contributions made to this plan were not material.

35
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(9) LITIGATION

The Company is involved in a limited number of legal actions. Management
believes that the ultimate resolution of all pending litigation will not have a
material adverse effect on the Company's consolidated financial statements.

(10) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Interest and income taxes paid are summarized as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---------- --------- ---------
<S> <C> <C> <C>
Interest paid........................................................... $ 29,537 19,611 14,054
Income taxes paid....................................................... 20,459 8,176 6,931
---------- --------- ---------
---------- --------- ---------
</TABLE>

Components of cash used for acquisitions as reflected in the consolidated
statements of cash flows are summarized as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---------- --------- ---------
<S> <C> <C> <C>
Fair value of assets acquired, including goodwill....................... $ 94,098 41,965 --
Liabilities assumed..................................................... (54,748) (11,436) --
Fair value of common stock issued....................................... (24,500) (7,143) --
---------- --------- ---------
Cash paid at closing, net of cash acquired.............................. $ 14,850 23,386 --
---------- --------- ---------
---------- --------- ---------
</TABLE>

(11) STOCK OPTION AND AWARD PROGRAMS

The Company has three stock plans approved by the shareholders in 1997, 1994
and 1990, and a nonqualified stock options plan approved by shareholders in
1987. Options granted under the stock plans may be either nonqualified or
incentive stock options. The option price, vesting period and term under the
stock plans and the nonqualified stock option plan are set by the Compensation
Committee of the Board of Directors of the Company. The option price may not be
less than the fair market value per share at the time the option is granted. The
vesting period of options granted typically ranges from two to five years, and
the term of any option granted may not exceed ten years. The stock plans also
permit the issuance of restricted or bonus stock awards by the Compensation
Committee. At December 27, 1997, the Company had approximately 789,000 shares
available for issuance pursuant to subsequent grants under the plans.

In addition, the Company awarded 26,750 stock appreciation rights (SARs) to
certain employees in 1997. The SARs which were awarded and are currently
outstanding have a basis of $38.125 and are exercisable on June 30, 1998, and
June 30, 1999. On June 30, 1998 and June 30, 1999, the SARs allow the employees
to receive a cash payment equal to the fair market value on that date less the
basis or adjusted basis of the SARs. The Company recognizes compensation expense
over the term of the SARs based on changes in the fair market value of the
Company's stock.

36
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(11) STOCK OPTION AND AWARD PROGRAMS (CONTINUED)
Additional information as to shares subject to options is as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS PRICE
---------- -----------
<S> <C> <C>
Options outstanding at December 31, 1994......................................... 800,500 13.01
Granted........................................................................ 157,000 9.82
Exercised...................................................................... (90,000) 10.26
Canceled....................................................................... (68,500) 12.45
----------

Options outstanding at December 30, 1995......................................... 799,000 12.76
Granted........................................................................ 36,500 35.56
Exercised...................................................................... (133,000) 10.77
Canceled....................................................................... (21,000) 9.56
----------
Options outstanding at December 28, 1996......................................... 681,500 14.47
Granted........................................................................ 710,950 33.23
Exercised...................................................................... (78,100) 10.28
Canceled....................................................................... (25,200) 34.03
----------

Options outstanding at December 27, 1997......................................... 1,289,150 24.67
---------- -----
---------- -----
Exercisable at December 27, 1997............................................... 464,773 13.74
---------- -----
---------- -----
</TABLE>

<TABLE>
<CAPTION>
EXERCISABLE AT
OPTIONS OUTSTANDING AT DECEMBER 27, 1997 DECEMBER 27, 1997
----------------------------------------- --------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
REMAINING EXERCISE EXERCISE
RANGE OF OPTION EXERCISE NUMBER OF CONTRACTUAL PRICE PER NUMBER OF PRICE PER
PRICE OPTIONS LIFE OPTION OPTIONS OPTION
- --------------------------- ---------- -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
$8.00 to 12.00 286,330 5.97 years $ 10.21 252,733 $ 10.26
14.25 to 21.56 284,290 4.95 years 17.36 194,290 16.27
24.00 to 36.56 718,530 7.87 years 33.34 17,750 35.56
---------- -------------- ------ ----------- ------
$8.00 to 36.56 1,289,150 6.81 years $ 24.67 464,773 $ 13.74
---------- -------------- ------ ----------- ------
---------- -------------- ------ ----------- ------
</TABLE>

37
<PAGE>
INACOM CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

THREE-YEAR PERIOD ENDED DECEMBER 27, 1997
(COLUMNAR DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(11) STOCK OPTION AND AWARD PROGRAMS (CONTINUED)
Pro-forma information regarding net income and earnings per share is
required by FASB Statement No. 123 and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The following weighted-average fair values for these options were
estimated at the date of grant using a Black-Scholes option-pricing model with
these weighted-average assumptions for 1997, 1996, and 1995:

<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Fair value of options granted during the year................................ $ 21.51 $ 20.76 $ 6.77
Risk-free interest rate...................................................... 6.0% 6.1% 5.7%
Expected dividend yield...................................................... 0.0% 0.0% 0.0%
Expected volatility factor................................................... 96.9% 92.5% 94.7%
Expected life................................................................ 3.5 years 2.5 years 3.7 years
</TABLE>

Since the Company applies APB Opinion No. 25 in accounting for its plans, no
compensation cost has been recognized for its stock options in the consolidated
financial statements. Had the Company recorded compensation cost based on the
fair value at the grant date for its stock options under FASB Statement No 123,
the Company's net earnings for 1997, 1996 and 1995 would have been reduced by
approximately 4.4%, 1.6% and 0.5%, respectively, and the Company's diluted
earnings per share for 1997, 1996 and 1995 would have been reduced by
approximately 4.1%, 1.3% and 0.6%, respectively.

Pro forma net income reflects only options granted in 1997, 1996 and 1995.
Therefore, the full impact of calculating compensation cost for stock options
under FASB Statement No. 123 is not reflected in the pro forma net earnings
amounts presented above, because compensation cost is reflected over the
options' vesting periods for the 1997, 1996 and 1995 options, respectively.
Compensation costs for options granted prior to January 1, 1995 are not
considered.

38
<PAGE>
SCHEDULE

INACOM CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO
BEGINNING COSTS AND AMOUNTS WRITTEN BALANCE AT END
OF PERIOD EXPENSES OFF (1) OF PERIOD
---------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
Fiscal year ended December 27, 1997 --
Allowance for doubtful accounts........................... $ 4,385 3,444 1,888 5,941
---------- ----- ----- -----
---------- ----- ----- -----
Fiscal year ended December 28, 1996 --
Allowance for doubtful accounts........................... $ 3,537 1,626 778 4,385
---------- ----- ----- -----
---------- ----- ----- -----
Fiscal year ended December 30, 1995 --
Allowance for doubtful accounts........................... $ 2,626 2,308 1,397 3,537
---------- ----- ----- -----
---------- ----- ----- -----
</TABLE>

- ------------------------

(1) The deductions from reserves are net of recoveries.

39
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Omaha, State of Nebraska, on the 26th day of March, 1998.

InaCom Corp.

By /s/ BILL L. FAIRFIELD
------------------------------------
Bill L. Fairfield, PRESIDENT

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of InaCom Corp.
and in the capacities indicated on the 26th day of March, 1998.

<TABLE>
<C> <S>
/s/ BILL L. FAIRFIELD President (Principal Executive Officer) and
- ------------------------------------------- Director
Bill L. Fairfield

/s/ DAVID C. GUENTHNER Executive Vice President and Chief Financial
- ------------------------------------------- Officer (Principal Financial and Accounting
David C. Guenthner Officer)

JOSEPH AUERBACH* Director

MOGENS C. BAY* Director

JAMES Q. CROWE* Director

W. GRANT GREGORY* Director

JOSEPH INATOME* Director

RICK INATOME* Director

GARY SCHWENDIMAN* Director

LINDA S. WILSON* Director

*Bill Fairfield, by signing his name hereto, signs this Annual Report on behalf of each of
the persons indicated. A power of attorney authorizing Bill L. Fairfield to sign the
Annual Report on Form 10-K on behalf of each of the indicated directors of Inacom Corp.
has been filed herein as Exhibit 24.

/s/ BILL L. FAIRFIELD
- -------------------------------------------
Bill L. Fairfield
ATTORNEY-IN-FACT
</TABLE>

40
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------- -----------
<C> <S> <C>
3.1 Restated Certificate of Incorporation of the Company, with amendments............................

3.2 Bylaws of the Company, as amended to date, incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 28, 1996.

4.1 Inventory Working Capital Financing Agreement dated June 29, 1995 between InaCom and IBM Credit
Corporation, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended July 1, 1995.

4.2 Amendments to Inventory Working Capital Financing Agreement incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 28, 1997 and Annual Report on
Form 10-K for the fiscal year ended December 28, 1996.

4.3 Amended and Restated Receivable Purchase Agreement dated as of August 21, 1995 between InaCom,
InaCom Finance Corp. and certain financial institutions, incorporated herein by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.

4.4 Amendments to Amended and Restated Receivable Purchase Agreement incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996.

4.5 Amendments to Amended and Restated Receivable Purchase Agreement.................................

4.6 Subordinated Indenture dated June 14, 1996 between the Company and First National Bank of Omaha,
and related debenture, with respect to the Company's 6% convertible subordinated debentures due
June 15, 2000, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 29, 1996.

4.7 Subordinated Indenture dated September 30, 1997 between the Company and Norwest Bank Minnesota,
National Association and First Supplemental Indenture thereto dated November 4, 1997
incorporated by reference to the Company's Current Report on Form 8-K dated November 4, 1997.

4.8 4.50% Subordinated Convertible Debenture, Due November 1, 2004 incorporated by reference to the
Company's Current Report on Form 8-K dated November 4, 1997.

4.9 4.50% Subordinated Convertible Debenture, Due November 1, 2004 incorporated by reference to the
Company's Current Report on Form 8-K dated November 20, 1997.

10.1 1987 Stock Option Plan of the Company............................................................

10.2 1990 Stock Plan of the Company, with amendments thereto, incorporated herein by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994.

10.3 1994 Stock Plan of the Company, incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 26, 1994.

10.4 1997 Stock Plan of the Company...................................................................

10.5 Executive Incentive Plan.........................................................................
</TABLE>

41
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------- -----------
<C> <S> <C>
10.6 Nonqualified Deferred Compensation Plan of the Company, incorporated herein by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994.

10.7 First Amendment to the Nonqualified Deferred Compensation Plan, incorporated herein by reference
to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December
30, 1995.

10.8 Second Amendment to the Nonqualified Deferred Compensation Plan..................................

10.9 Rick Inatome Consulting Agreement, with amendment thereto, incorporated herein by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30,
1995.

10.10 Executive Death Benefit Plan.....................................................................

10.11 Executive Disability Wage Continuation Plan......................................................

10.12 Form of Severance Benefit Agreement between the Company and seven of its officers, incorporated
herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.

10.13 Restricted Stock Agreements between the Company and Bill L. Fairfield, incorporated herein by
reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.

10.14 Lease Agreement between the Company and Maple Avenue Limited Liability Company dated September 5,
1994, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 24, 1994.

11 Statement re: Computation of Earnings Per Share..................................................

12 Statement re: Ratio of Earnings to Fixed Charges.................................................

21 Subsidiaries of the Company......................................................................

23 Consent of KPMG Peat Marwick LLP.................................................................

24 Powers of Attorney...............................................................................

27.1 Financial Data Schedule..........................................................................

27.2 Financial Data Schedule..........................................................................
</TABLE>

Pursuant to Item 601(h)(4) of Regulation S-K, certain instruments with respect
to the Company's long-term debt are not filed with this Form 10-K. The Company
will furnish a copy of such long-term debt agreements to the Securities and
Exchange Commission upon request.

Management contracts and compensatory plans are set forth as Exhibits 10.1
through 10.14 above.

<PAGE>

RESTATED CERTIFICATE OF INCORPORATION

VALCOM, INC.

The undersigned corporation hereby amends and restates its Certificate of
Incorporation in its entirety. The corporation's present name and the name
under which it was originally incorporated is VALCOM, INC. The date of filing
of its original Certificate of Incorporation with the Secretary of State of
Delaware was February 11, 1985. In accordance with Sections 228 and 141 of the
General Corporation Law of the State of Delaware, a written Consent in Lieu of
Special Joint Meeting of the Board of Directors and Shareholders was executed on
May 27, 1987, by the sole shareholder and all of the directors of the
corporation duly adopting amendments to the Certificate of Incorporation and
this Restated Certificate of Incorporation in its entirety. The Restated
Certificate of Incorporation was adopted in accordance with the provisions of
Section 245 of the General Corporation Law of the State of Delaware.

ARTICLE I

NAME

The name of the corporation is VALCOM, INC.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

Its registered office in the State of Delaware is located at Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.
The registered agent in charge thereof at such address is The Corporation Trust
Company.

ARTICLE III

PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Law of Delaware.

ARTICLE IV

AUTHORIZED SHARES

The total number of shares which this corporation shall have authority to issue
is Eleven Million (11,000,000) shares, divided into Ten Million (10,000,000)
shares of Common Stock of a par value of Ten Cents ($0.10) per share and One
Million (1,000,000) shares of Class A Preferred Stock of a par value of One
Dollar ($1.00) per share.

The Class A Preferred Stock of this corporation may be divided into and issued
in one or more series from time to time with such designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations and restrictions thereof as may be provided in a resolution or
resolutions adopted by the Board of Directors. The authority of the Board of
Directors includes, but is not limited to, the determination or fixing of the
following with respect to shares of such class or any series thereof: (i) the
number of shares; (ii) the dividend rate and the date from

1
<PAGE>

which dividends are to be cumulative; (iii) whether shares are to be redeemable
and, if so, the terms and amount of any sinking fund providing for the purchase
or redemption of such shares; (iv) whether shares shall be convertible and, if
so, the terms and provisions thereof; (v) what restrictions are to apply, if
any, on the issue or reissue of any additional Class A Preferred Stock; and (vi)
whether shares have voting rights.

ARTICLE V

DIRECTORS' POWERS

The directors shall have power to make and alter or amend the By-laws, to fix
the amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens, without limitation as to the amount, upon the
property and franchise of the corporation.

ARTICLE VI

INTEREST OF DIRECTORS IN TRANSACTIONS

In absence of fraud, no contract or other transaction between the corporation
and any other person, corporation, firm, syndicate, association, partnership, or
joint venture shall be wholly or partially invalidated or otherwise affected by
reason of the fact that one or more of the directors of the corporation are or
become directors or officers of such other corporation, firm, syndicate, or
association, or members of such partnership or joint venture, or are pecuniarily
or otherwise interested in such contractual transaction; provided, that the fact
such director or directors of the corporation are so situated or so interested
or both, shall be disclosed or shall have been known to the Board of Directors
of the corporation. Any director or directors of the corporation who is also a
director or officer of such other corporation, firm, syndicate, or association,
or a member of such partnership, or contract or transaction, may be counted for
the purpose of determining the existence of a quorum at any meeting of the Board
of Directors of the corporation which shall authorize any such contract or
transaction and in the absence of fraud, and as long as he acts in good faith,
any such director may vote thereat to authorize any such contract or transaction
with like force and effect as if he were not a director or officer of such other
corporation, firm, syndicate, or association, or a member of such partnership,
or joint venture or pecuniarily or otherwise interested in such contract or
transaction.

ARTICLE VII

INDEMNIFICATION

The corporation shall, to the extent required, and may, to the extent permitted
by Section 102 and Section 145 of Delaware General Corporation Law as amended
from time to time, indemnify and reimburse all persons whom it may indemnify and
reimburse pursuant thereto. With respect to acts or omissions occurring on or
after May 27, 1987, no director shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any
transactions from which the director derived an improper personal benefit.

Notwithstanding the foregoing, the indemnification provided for in this Article
VII shall not be deemed exclusive of any other rights to which those entitled to
receive indemnification or reimbursement hereunder may be entitled under any
By-law of this corporation, agreement, vote or consent of stockholders or
disinterested directors or otherwise.

2
<PAGE>

IN WITNESS WHEREOF, VALCOM, INC. has caused this Restated Certificate of
Incorporation to be signed by BILL L. FAIRFIELD, its President, and attested by
MICHAEL A. STEFFAN, its Secretary, this 27th day of May, 1987.

VALCOM, INC.

By: /s/ Bill L. Fairfield
-----------------------
BILL L. FAIRFIELD,
President

ATTEST:

By: /s/ Michael A. Steffan
-----------------------
MICHAEL A. STEFFAN,
Secretary

3
<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

ValCom, Inc., a corporation existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Shareholder and the Board of Directors of ValCom, Inc., by
unanimous joint written consent of said Shareholder and Directors, duly adopted
resolutions setting forth a proposed amendment to the Certificate of
Incorporation of said Corporation as follows:

"BE IT RESOLVED, that the Certificate of Incorporation of the Corporation
be amended so as to delete the first paragraph of Article VII of said
Certificate in its entirety and insert in place thereof the following
paragraph:

The corporation shall, to the extent required, and may, to the extent
permitted by Section 102 and Section 145 of Delaware General
Corporation Law, indemnify and reimburse all persons whom it may
indemnify and reimburse pursuant thereto. With respect to acts or
omissions occurring on or after May 27, 1987, no director shall be
liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided, however, that this
provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or
its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the Delaware General Corporation Law; or
(iv) for any transactions from which the director derived an improper
personal benefit.

SECOND: That said amendment was duly adopted in accordance with the provisions
of Sections 242, 228 and 141(f) of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, said ValCom, Inc. has caused this Certificate to be signed
by Bill L. Fairfield, President, and attested by Michael A. Steffan, its
Secretary, this 14th day of August, 1987.

VALCOM, INC.

ATTEST:

/s/ Michael A. Steffan By: /s/ Bill L. Fairfield
- ------------------------ ---------------------
Michael A. Steffan, Bill L. Fairfield,
Secretary President

4
<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

VALCOM, INC.

VALCOM, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware ("Corporation"), does hereby certify
that the amendment to the Corporation's Certificate of Incorporation set
forth in the following resolution, as approved by the Corporation's Board of
Directors and stockholders, was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:

"RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking ARTICLE I in its entirety and replacing therefor:

ARTICLE I

NAME

The name of the corporation shall be InaCom Corp."

IN WITNESS WHEREOF, VALCOM, INC. has caused this Certificate to be signed and
attested by its duly authorized officers this 5th day of August, 1991.

VALCOM, INC.

By: /s/ Bill L. Fairfield
---------------------
BILL L. FAIRFIELD,
President

ATTEST:

/s/ Michael A. Steffan
- ----------------------
MICHAEL A. STEFFAN,
Secretary

<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

INACOM CORP.

INACOM CORP., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That at a meeting of the Board of Directors of INACOM CORP. a resolution
was duly adopted setting forth a proposed amendment to the Certificate of
Incorporation of said corporation declaring said amendment to be advisable and
calling for a meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:

"RESOLVED, that the Board of Directors declare it advisable that the first
sentence of ARTICLE IV of the Certificate of Incorporation entitled
"AUTHORIZED SHARES" be amended in accordance with Exhibit "A" attached
hereto to reflect an increase in the total number of shares which this
corporation shall have authority to issue from 11,000,000 shares to
31,000,000 shares by increasing the authorized Common Stock par value of
$.10 per share from 10,000,000 shares to 30,000,000 shares."

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware on March 30, 1993, at which meeting the necessary number of
shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said INACOM CORP. has caused this Certificate to be signed
by BILL L. FAIRFIELD, its President, and attested to by MICHAEL A. STEFFAN, its
Secretary, this 30th day of March, 1993.

INACOM CORP.

ATTEST:

/s/ Michael A. Steffan By: /s/ Bill L. Fairfield
- ----------------------- ---------------------
MICHAEL A. STEFFAN, BILL L. FAIRFIELD,
Secretary President

<PAGE>

EXHIBIT "A"

ARTICLE IV

AUTHORIZED SHARES

(FIRST SENTENCE)

The total number of shares which this corporation shall have the authority to
issue is Thirty-One Million (31,000,000) shares, divided into Thirty Million
(30,000,000) shares of Common Stock of a par value of Ten Cents ($.10) per share
and One Million (1,000,000) shares of Class A Preferred Stock of a par value of
One Dollar ($1.00) per share.

The remainder of this Article shall remain unchanged in its entirety.

<PAGE>

FIFTH AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT, dated as of September 29, 1997 (this "AMENDMENT"), is among INACOM
FINANCE CORP. ("SELLER"), INACOM CORP. ("INACOM"), CLIPPER RECEIVABLES
CORPORATION ("PURCHASER"), STATE STREET CAPITAL CORPORATION, as administrator
(the "ADMINISTRATOR"), and NORWEST BANK MINNESOTA, N.A., as relationship bank
(the "RELATIONSHIP BANK").

BACKGROUND

1. Seller, Inacom, Purchaser, the Administrator and the Relationship Bank are
parties to that certain Amended and Restated Receivables Purchase Agreement,
dated as of August 21, 1995, as amended by the First Amendment to Amended and
Restated Receivables Purchase Agreement, dated as of May 31, 1996, the Second
Amendment to Amended and Restated Receivables Purchase Agreement, dated as of
November 20, 1996, the Third Amendment to Amended and Restated Receivables
Purchase Agreement, dated as of January 8, 1997 and the Fourth Amendment to
Amended and Restated Receivables Purchase Agreement, dated as of July 18, 1997
(the "RECEIVABLES PURCHASE AGREEMENT").

2. The parties desire to amend the Receivables Purchase Agreement in certain
respects as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.

SECTION 2. LIABILITIES TO TANGIBLE NET WORTH. SECTION 7.05(b) of the
Receivables Purchase Agreement is hereby amended by inserting immediately after
the words "to exceed" where they appear therein the phrase "(i) 6.5 to 1.0 for
any period ending prior to July 1, 1998 and (ii)" and by inserting the words
"for any period ending thereafter" after the phrase "6.0 to 1.0" where it
appears therein.

SECTION 3. BACK-UP SERVICER EVENT. The definition of "BACK-UP SERVICER EVENT"
that appears in APPENDIX A to the Receivables Purchase Agreement is hereby
amended by deleting the phrase "5.0 to 1.0" where it appears in CLAUSE (ii)
thereof and substituting therefor the phrase "(x) 6.5 to 1.0 for any period
ending prior to July 1, 1998 and (y) 6.0 to 1.0 for any period ending
thereafter".

SECTION 4. REPRESENTATIONS AND WARRANTIES. Each Seller Party hereby jointly
and severally represents and warrants that (i) the representations and
warranties contained in SECTION 6.01 of the Receivables Purchase Agreement are
true and correct on and as of the date hereof, and after giving effect hereto,
as though made on and as of such date, and shall be deemed to have been made on
such date and (ii) no event has occurred and is continuing, or would result from
this Amendment, that constitutes a Liquidation Event or Unmatured Liquidation
Event.

<PAGE>

construed in accordance with, the laws of the State of New York. This Amendment
may be executed in any number of counterparts, and by the different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original, and all of which when taken together shall constitute one and
the same agreement. The Seller Parties, jointly and severally, hereby agree to
pay on demand all costs and expenses, including reasonable attorneys' fees,
incurred by the Purchaser, the Relationship Bank or the Administrator in
connection with the preparation or execution of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunder duly authorized, as of the
date first above written.

INACOM FINANCE CORP.

By:/s/ Dave Guenthner
----------------------------
Name Printed:Dave Guenthner
--------------------------
Its: CFO
---------------------------

INACOM CORP.

By:/s/ Dave Guenthner
----------------------------
Name Printed:Dave Guenthner
------------------
Its: CFO
--------------------------

CLIPPER RECEIVABLES CORPORATION

By:/s/ Anne B. Brennan
----------------------------
Name Printed:Anne B. Brennan
------------------
Its: Secretary
--------------------------

STATE STREET CAPITAL CORPORATION,
as Administrator

By:/s/ David Lister
------------------------------
Name Printed:David Lister
--------------------
Its: Vice President
----------------------------

NORWEST BANK MINNESOTA, N.A.,
as Relationship Bank

By:/s/ Jennifer Fallat
------------------------------
Name Printed:Jennifer Fallat
--------------------
Its: Corporate Banking Officer
----------------------------

Fifth Amendment to
Receivables Purchase Agreement

S-1
<PAGE>

FOURTH AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT,
dated as of July 18, 1997 (this "AMENDMENT"), is among INACOM FINANCE CORP.
("SELLER"), INACOM CORP. ("INACOM"), CLIPPER RECEIVABLES CORPORATION
("PURCHASER"), STATE STREET CAPITAL CORPORATION, as administrator (the
"ADMINISTRATOR"), and NORWEST BANK MINNESOTA, N.A., as relationship bank (the
"RELATIONSHIP BANK").

BACKGROUND

1. Seller, Inacom, Purchaser, the Administrator and the Relationship Bank are
parties to that certain Amended and Restated Receivables Purchase Agreement,
dated as of August 21, 1995, as amended by the First Amendment to Amended and
Restated Receivables Purchase Agreement, dated as of May 31, 1996, the Second
Amendment to Amended and Restated Receivables Purchase Agreement, dated as of
November 20, 1996, and the Third Amendment to Amended and Restated Receivables
Purchase Agreement, dated as of January 8, 1997 (the "RECEIVABLES PURCHASE
AGREEMENT").

2. The parties desire to amend the Receivables Purchase Agreement in certain
respects as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.

SECTION 2. DEFAULTED RECEIVABLE. The definition of "Defaulted Receivable"
where it appears in APPENDIX A to the Receivables Purchase Agreement is hereby
amended by (i) inserting the word "or" immediately before CLAUSE (d) thereof,
(ii) deleting the semi-colon and the word "or" that appears immediately after
CLAUSE (d) thereof and substituting therefor a period and (iii) deleting CLAUSE
(e) thereof in its entirety. The definition of "Eligible Receivable" that
appears in APPENDIX A of the Receivables Purchase Agreement is hereby amended by
adding a new phrase at the end of PARAGRAPH d thereof, immediately before the
semi-colon, as follows: "and which is not owed by an Obligor with ten percent
(10%) or more of the aggregate Unpaid Balance of all Receivables owed by such
obligor that are Defaulted Receivables".

SECTION 3. WAIVER. Purchaser, the Administrator and the Relationship Bank
hereby waive the following Liquidation Events: (i) the occurrence of a
Liquidation Event pursuant to SECTION 10.01(h)(i) of the Receivables Purchase
Agreement for the Cut-Off Dates relating to the months of August through
November of 1996 as a result of the inclusion of Defaulted Receivables described
in clause (e) of the original definition thereof in the calculation of such
ratio; (ii) the occurrence of a Liquidation Event pursuant to SECTION
10.01(h)(ii) of the Receivables purchase Agreement for the Cut-Off Dates for the
months of September of 1996 through January of 1997 as a result of the inclusion
of Defaulted Receivables described in clause (e) of the original definition
thereof in the calculation of such ratio; (iii) the occurrence of a Liquidation
Event pursuant to SECTION 10.01(k)(i) of the Receivables Purchase Agreement for
the Cut-Off-Dates for the months of November of 1995, February of 1996, May of
1996 and September through November of 1996 as a result of the inclusion of
Defaulted Receivables described in clause (e) of the original definition thereof
in the calculation of such ratio; (iv) the occurrence of a Liquidation Event
pursuant to SECTION 10.01(k)(ii) of the Receivables Purchase Agreement for the
Cut-Off Dates for the months of November of 1995, March through July of 1996 and
September of 1996 through January of 1997 as a result of the inclusion of
Defaulted Receivables described in clause (e) of the original definition thereof
in the calculation of such ratio; and (v) a Liquidation Events occurring as the
result of

<PAGE>

the failure of inacom to provide the notice required pursuant to SECTION 7.03(g)
of the Receivables Purchase Agreement for the period prior to the date hereof.
The foregoing waiver shall only apply with respect to the Liquidation Events
specified in the foregoing sentence, and shall not apply to any other now
existing or hereafter occurring Liquidation Event.

SECTION 5. MISCELLANEOUS. This Amendment will not become effective until the
rating agencies that rate the Commercial Paper Notes confirm the current rating
of such Commercial Paper Notes after giving effect hereto. The Receivables
Purchase Agreement, as amended hereby, remains in full force and effect. Any
reference to the Receivables Purchase Agreement from and after the date hereof
shall be deemed to refer to the Receivables Purchase Agreement as amended
hereby, unless otherwise expressly stated. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York. This
Amendment may be executed in any number of counterparts, and by the different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original, and all of which when taken together shall constitute
one and the same agreement. The Seller Parties, jointly and severally, hereby
agree to pay on demand all costs and expenses, including reasonable attorneys'
fees, incurred by the Purchaser, the Relationship Bank or the Administrator in
connection with the preparation or execution of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunder duly authorized, as of the date first
above written.

INACOM FINANCE CORP.

By:/s/ Dave Guenthner
-------------------------------------
Name Printed:Dave Guenthner
---------------------------
Its: Executive Vice President & Chief
-----------------------------------
Financial Officer

INACOM CORP.

By:/s/ Dave Guenthner
------------------------------------
Name Printed:Dave Guenthner
--------------------------
Its: Executive Vice President & Chief
-----------------------------------
Financial Officer

CLIPPER RECEIVABLES CORPORATION

By:/s/ Tiffany Percival
---------------------------------
Name Printed: Tiffany Percival
--------------------------
Its: Secretary
---------------------------------

STATE STREET CAPITAL CORPORATION,
as Administrator

By:/s/ David Lister
-------------------------------------
Name Printed:David Lister
---------------------------
Its: Vice President
----------------------------------

NORWEST BANK MINNESOTA, N.A.,
as Relationship Bank

By:/s/ Jennifer Fallat
-------------------------------------
Name Printed:Jennifer Fallat
---------------------------
Its: Corporate Banking Officer
----------------------------------

Fourth Amendment to
Receivables Purchase Agreement

S-1
<PAGE>

THIRD AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT,
dated as of January 8, 1997 (this "AMENDMENT"), is among INACOM FINANCE CORP.
("SELLER"), INACOM CORP. ("INACOM"), CLIPPER RECEIVABLES CORPORATION
("PURCHASER"), STATE STREET BOSTON CAPITAL CORPORATION, as administrator (the
"ADMINISTRATOR"), and NORWEST BANK MINNESOTA, N.A., as relationship bank (the
"RELATIONSHIP BANK").

BACKGROUND

2. The parties desire to amend the Receivables Purchase Agreement in certain
respects as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.

SECTION 2. PURCHASE LIMIT. SECTION 1.01 of the Receivables Purchase Agreement
is hereby amended by deleting the number "$100,000,000" where it appears in
CLAUSE (a)(1) of the PROVISO of the first sentence thereof and substituting
therefor the number "$200,000,000".

SECTION 3. REPRESENTATIONS AND WARRANTIES. Each Seller Party hereby jointly
and severally represents and warrants that (i) the representations and
warranties contained in SECTION 6.01 of the Receivables Purchase Agreement are
true and correct on and as of the date hereof, and after giving effect hereto,
as though made on and as of such date, and shall be deemed to have been made on
such date and (ii) no event has occurred and is continuing, or would result from
this Amendment, that constitutes a Liquidation Event or Unmatured Liquidation
Event.

SECTION 4. EFFECTIVENESS. This Amendment shall become effective as of January
13, 1997.

SECTION 5. MISCELLANEOUS. The Receivables Purchase Agreement, as amended
hereby, remains in full force and effect. Any reference to the Receivables
Purchase Agreement from and after the date hereof shall be deemed to refer to
the Receivables Purchase Agreement as amended hereby, unless otherwise expressly
stated. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York. This Amendment may be executed in any number
of counterparts, and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original, and all of
which when taken together shall constitute one and the same agreement. The
Seller Parties, jointly and severally, hereby agree to pay on demand all costs
and expenses, including reasonable attorneys' fees, incurred by the Purchaser,
the Relationship Bank or the Administrator in connection with the preparation or
execution of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunder duly authorized, as of the date
first above written.

INACOM FINANCE CORP.

INACOM CORP.

CLIPPER RECEIVABLES CORPORATION

By:/s/ Tiffany Percival
----------------------------------
Name Printed: Tiffany Percival
------------------------
Its: Secretary
---------------------------------

STATE STREET BOSTON CAPITAL CORPORATION,
as Administrator

By:/s/ Paul Schmieder
--------------------------------------
Name Printed: Paul Schmieder
---------------------------
Its: Senior Associate
-----------------------------------

NORWEST BANK MINNESOTA, N.A.,
as Relationship Bank

By:/s/ Jerome W. Fors III
-------------------------------------
Name Printed: Jerome W. Fors III
--------------------------
Its: Vice President
-----------------------------------

Third Amendment to
Receivables Purchase Agreement

S-1

<PAGE>

SECOND AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT,
dated as of November 20, 1996 (this "AMENDMENT"), is among INACOM FINANCE CORP.
("SELLER"), INACOM CORP. ("INACOM"), CLIPPER RECEIVABLES CORPORATION
("PURCHASER"), STATE STREET BOSTON CAPITAL CORPORATION, as administrator (the
"ADMINISTRATOR"), and NORWEST BANK MINNESOTA, N.A., as relationship bank (the
"RELATIONSHIP BANK").

BACKGROUND

2. The parties desire to amend the Receivables Purchase Agreement in certain
respects as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.

SECTION 2. RECEIVABLES. The definition of "RECEIVABLE" where it appears in
Appendix A to the Receivables Purchase Agreement is hereby amended in its
entirety as follows:

"RECEIVABLE" means (i) any right to payment from a Person, whether
constituting an account, chattel paper, instrument or general
intangible, arising from the sale of computer or technology
information merchandise or provision of services by an originator, and
includes the right to payment of any interest or finance charges and
other obligations of such Person with respect thereto (PROVIDED that
the term "Receivable" shall not include any such right to payment from
the United States government, or an agency or department thereof, or
any such right to payment arising from the sale of long distance
telephone service, so long as, in each case, the payments related
thereto are not commingled with collections in the Lock-Box Accounts)
and (ii) any Dealer Financed Receivable.

SECTION 3. TERMINATION DATE. The definition of "TERMINATION DATE" that appears
in Appendix A to the Receivables Purchase Agreement is hereby amended by
deleting the date "August 20, 1998" that appears in PARAGRAPH (d) thereof and
substituting therefor the date "August 20, 1999".

<PAGE>

the Receivables Purchase Agreement as amended hereby, unless otherwise expressly
stated. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York. This Amendment may be executed in any number
of counterparts, and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original, and all of
which when taken together shall constitute one and the same agreement. The
Seller Parties, jointly and severally, hereby agree to pay on demand all costs
and expenses, including reasonable attorneys' fees, incurred by the Purchaser,
the Relationship Bank or the Administrator in connection with the preparation or
execution of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunder duly authorized, as of the date first
above written.

INACOM FINANCE CORP.

By:/s/ Pat Fitzgerald
--------------------------------
Name Printed: Patrick Fitzgerald
-----------------------
Its: Director of Financial Services
--------------------------------
Assistant Treasurer

INACOM CORP.

By:/s/ Pat Fitzgerald
-----------------------------------
Name Printed: Patrick Fitzgerald
------------------------
Its: Director of Financial Services
----------------------------------
Assistant Treasurer

CLIPPER RECEIVABLES CORPORATION

By:/s/ Tiffany Percival
-----------------------------------
Name Printed: Tiffany Percival
------------------------
Its: Vice President
---------------------------------

STATE STREET BOSTON CAPITAL CORPORATION,
as Administrator

By:/s/ Paul Schmieder
--------------------------------------
Name Printed: Paul Schmieder
---------------------------
Its: Senior Associate
-------------------------------------

NORWEST BANK MINNESOTA, N.A.,
as Relationship Bank

By:/s/ Alan R. Trimetz
-------------------------------------
Name Printed: Alan R. Trimetz
---------------------------
Its: Vice President
------------------------------------

Second Amendment to
Receivables Purchase Agreement

S-1
<PAGE>

FIRST AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as
of May 31, 1996, by and among INACOM CORP., ("Inacom"), INACOM FINANCE CORP.,
("IFC") CLIPPER RECEIVABLES CORPORATION, ("Clipper"), STATE STREET BOSTON
CAPITAL CORPORATION, ("State Street"), and NORWEST BANK MINNESOTA, N.A.,
("Norwest").

RECITALS

WHEREAS, InaCom, IFC, Clipper, State Street and Norwest previously entered into
an Amended and Restated Receivables Purchase Agreement (the "Agreement") dated
as of August 21, 1995.

WHEREAS, InaCom is considering the sale of convertible subordinated debentures
in an amount not to exceed eighty-six million two hundred fifty thousand dollars
($86,250,000) (the "Debenture").

WHEREAS, the indebtedness evidenced by the Debenture will be unsecured.

WHEREAS, the parties desire to amend the Agreement to clarify certain provisions
relating to the Debenture.

NOW THEREFORE, in consideration of the above recitals and the mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. The Agreement is amended in the following respects:

a. The amount of the Debenture shall be treated as stockholders'
equity of InaCom for purposes of defining "Tangible Net Worth."

b. The amount of the Debenture shall not be included within the
definition of "Total Liabilities" of InaCom.

2. Except as expressly amended hereby, the parties hereto agree that the
Agreement and all documents and agreements executed in connection therewith are
ratified and confirmed and shall continue in full force and effect.

3. This Amendment may be signed in any number of counterparts each of which
shall constitute an original and all of which together shall constitute one and
the same document. All capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of day and year first above written.

<PAGE>

INACOM CORP. CLIPPER RECEIVABLES CORPORATION

/s/ Leon Kerkman /s/ Tiffany Percival
--------------------- -------------------------
By: Leon Kerkman By: TIFFANY PERCIVAL
Its: Assistant Secretary Its: Vice President

INACOM FINANCE CORP. STATE STREET BOSTON CAPITAL CORPORATION

/s/ Leon Kerkman /s/ Jeffrey R. Noord----
------------------------- ------------------------
By: Leon Kerkman By: Jeffrey R. Noord----
Its: Assistant Secretary Its: Senior Associate

NORWEST BANK MINNESOTA, N.A.

/s/ Brent Clossey
------------------------
By: Vice President
Its: Brent Clossey

<PAGE>

EXHIBIT 10.1

VALCOM 1987 STOCK OPTION PLAN

ARTICLE I

NAME AND PURPOSE

1.1 NAME. The name of the Plan shall be the ValCom 1987 Stock Option Plan
("Plan").

1.2 PURPOSE. The purpose of the Plan is to enable Employees to share in
the growth and prosperity of the Company by encouraging stock
ownership by Employees and to assist the Company to obtain and retain
key management personnel.

ARTICLE II

DEFINITIONS

The terms used herein shall have the following meanings, unless a different
meaning is clearly required by the context:

2.1 "Board" shall mean the Board of Directors of the Company.

2.2 "Code" shall mean the Internal Revenue Code of 1954, as amended.

2.3 "Company" shall mean ValCom, Inc., a Delaware corporation.

2.4 "Company Stock" shall mean shares of any class of common stock, which
are issued by the Company, with dividend and voting rights no less
favorable than the voting power and dividend rights of other common
stock issued by the Company.

2.5 "Employee" shall mean any person employed by the Employer or a
Subsidiary during a Plan Year.

2.6 "Employer" shall mean the Company.

2.7 "Optionee" is any Employee who is granted options under the Plan.

2.8 "Participant" shall mean any Employee who meets the requirements for
Participation in the Plan as described in Article III.

2.9 "Subsidiary" shall mean a corporation which is a "subsidiary
corporation" as defined in Section 425 of the Code.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1 ELIGIBILITY. Every Employee shall be eligible to become a Participant
in the Plan.

<PAGE>

3.2 PARTICIPATION. The Employees who shall participate in the Plan and
thereby be eligible to receive stock options shall be such key
Employees as the Board shall select from time to time.

ARTICLE IV

LIMITS ON OPTIONS

4.1 NUMBER. The total number of shares for which options may be granted
under this Plan shall not exceed in the aggregate 330,000 shares.
This number shall be appropriately adjusted if the number of issued
shares shall be increased or reduced by change in par value,
combination, split-up, reclassification, distribution of a dividend
payable in stock, or the like. In the event that any outstanding
option issued pursuant to the Plan shall expire or terminate, the
shares allocable to the unexercised portion of such option may again
be subjected to an option under the Plan.

4.2 NATURE. All options granted under this Plan shall be non-qualified
stock options, i.e., options which are not incentive stock options
within the meaning of Section 422A of the Code.

ARTICLE V

ADMINISTRATION

The Plan shall be administered by the Board. A majority vote of the Board at
which a quorum is present, or acts reduced to or approved in writing by a
majority of the members of the Board, shall be the valid acts of the Board for
the purposes of this Plan.

The Board shall have plenary authority in its discretion but subject to the
express provisions of the Plan, to determine the terms of all options granted
under the Plan including, without limitation, the purchase price of the Common
Stock covered by each option, the Employees to whom, and the time or times at
which, options shall be granted, when an option can be exercised and whether in
whole or in installments, and the number of shares covered by each option; any
restrictions on the exercisability of the option or the retention of shares
acquired under the Plan; and to interpret the Plan and to make all other
determinations deemed advisable for the administration of the Plan. The Board
shall have the right to require the recipient of any stock option hereunder to
remit to the Company an amount sufficient to satisfy all applicable withholding
tax requirements prior to or after delivery of any option or stock and to
require the recipient to do any other act or acts necessary to satisfy the
withholding tax requirements. The Board's determination on the foregoing
matters shall be conclusive. The Board may designate employees of the Company
to assist the Board in the administration of the Plan and may grant authority to
such persons to execute option agreements or other documents on behalf of the
Board.

Payment in full for the number of shares purchased shall be made to the Company
at the time of each exercise.

Payment for such shares shall be made in cash, or with the consent of the Board,
in shares of the Company's common stock.

The interpretation and construction by the Board of any provisions of the Plan
or of any option granted under it shall be final. No member of the Board shall
be liable for any action or determination made in good faith with respect to the
Plan or any option granted under it.

ARTICLE VI

The terms of options granted under this Plan shall be as follows:

<PAGE>

(a) The option price shall be fixed by the Board in good faith, but in no event
be less than 100 percent of the fair market value of the shares subject to the
option on the date the option is granted. The option price shall be paid by the
Participant in cash or, at the absolute discretion of the Board, by the transfer
of Company stock at the time the option is exercised (valued at the fair market
value of such stock at the time of transfer).

(b) Options shall not be transferrable otherwise than by will or the laws of
descent and distribution, and during an Optionee's lifetime, an option shall be
exercisable only by the Optionee.

(c) The Board shall fix the term or duration of all options issued under this
Plan provided that such term shall not exceed ten years after the date on which
the option was granted and shall not extend beyond the Optionee's employment
with the Company (except as the Board may otherwise provide in the event of
death or disability). The Board shall also set the date or dates on, or after
which, each option may be exercised.

(d) Each option agreement (and amendments thereof) shall contain such terms and
provisions, consistent with the requirements of this Plan, as the Board in its
discretion shall determine. Such option agreements need not be identical.

ARTICLE VII

REORGANIZATION OF THE COMPANY

In the event that the Company is succeeded by another corporation in a
reorganization, merger, consolidation, acquisition of property of stock,
separation or liquidation; or in the event that the Company is dissolved, each
outstanding option will terminate, provided that each Optionee shall have the
right immediately prior to such dissolution or liquidation, merger or
consolidation, to exercise his option provided it does not violate the
provisions of Article VI (d) of this Plan.

ARTICLE VIII

MISCELLANEOUS

8.1 PAYMENT FOR STOCK. No shares shall be delivered upon the exercise of
an option until the option price has been paid in full.

8.2 CONTINUATION OF EMPLOYMENT. Neither this Plan nor any option granted
hereunder shall confer upon any Employee any right to continue in the
employment of the Company or limit in any respect the right of the
Company to terminate his employment at any time.

8.3 RULES. The Board may make such rules and regulations and establish
such procedures as it deems appropriate for the administration of this
Plan. In the event of a disagreement as to the interpretation of this
Plan or any amendment hereto or any rule, regulation or procedure
thereunder or as to any right or obligation arising from or related to
this Plan, the decision of the Board shall be final and binding.

ARTICLE IX

AMENDMENT, TERMINATION AND EFFECTIVE DATE

9.1 AMENDMENT. The Board may amend the Plan from time to time as it deems
desirable; PROVIDED, HOWEVER, the Plan may not be amended to change
the number of shares subject to the Plan or to decrease the price at
which options may be granted.

9.2 TERMINATION OF THE PLAN. The Board may in its discretion terminate
the Plan at any time, but no such termination shall deprive
Participants of their rights under outstanding

<PAGE>

options. Notwithstanding the preceding sentence, no options may be
granted pursuant to the Plan later than ten years after the date the
Plan is approved by the shareholders of the Company.

9.3 EFFECTIVE DATE. This Plan shall be effective as of July 1, 1987 and
options hereunder may be granted at any time subject to the
limitations contained within the Plan.

<PAGE>

INACOM 1997 STOCK PLAN

SECTION 1

NAME AND PURPOSE

1.1 NAME. The name of the plan shall be the InaCom 1997 Stock Plan (the
"Plan").

1.2 PURPOSE OF PLAN. The purpose of the Plan is to foster and promote the
long-term financial success of the Company and increase stockholder value by (a)
motivating superior performance by means of stock incentives, (b) encouraging
and providing for the acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain the services of a
management team responsible for the long-term financial success of the Company.

SECTION 2

DEFINITIONS

2.1 DEFINITIONS. Whenever used herein, the following terms shall have the
respective meanings set forth below:

(a) "Act" means the Securities Exchange Act of 1934, as amended.

(b) "Award" means any Option, Stock Appreciation Right, Restricted Stock,
Stock Bonus, or any combination thereof, including Awards combining
two or more types of Awards in a single grant.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means the Compensation Committee of the Board, which shall
consist of two or more members, each of whom shall be a "non-employee
director" within the meaning of Rule 16b-3 as promulgated under the
Act.

(f) "Company" means InaCom Corp., a Delaware corporation (and any
successor thereto) and its Subsidiaries.

(g) "Director Award" means an award of Stock and a grant of stock options
granted to each Eligible Director pursuant to Section 7.1 without any
action by the Board or the Committee.

(h) "Eligible Director" means a person who is serving as a member of the
Board and who is not an Employee.

(i) "Employee" means any employee of the Company or any of its
Subsidiaries.

(j) "Fair Market Value" means, on any date, the average of the high and
low sales prices of the Stock as reported on the national Association
of Securities Dealers Automated Quotation system (or on such other
recognized market or quotation system on which the trading prices of
the Stock are traded or quoted at the relevant time) on such date. In
the event that there are no Stock transactions reported on such system
(or such other system) on such date, Fair Market Value shall mean the
average of the high and low sale prices on the immediately preceding
date on which Stock transactions were so reported.

<PAGE>

(k) "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan, an Option may be
either (i) an Incentive Stock Option within the meaning of Section 422
of the Code or (ii) a Nonstatutory Stock Option.

(l) "Participant" means any Employee designated by the Committee to
participate in the Plan.

(m) "Plan" means the InaCom Corp. 1997 Stock Plan, as in effect from time
to time.

(n) "Restricted Stock" shall mean a share of Stock granted to a
Participant subject to such restrictions as the Committee may
determine.

(o) "Stock" means the Common Stock of the Company, par value $.10 per
share.

(p) "Stock Appreciation Right" means the right, subject to such terms and
conditions as the Committee may determine, to receive an amount in
cash or Stock, as determined by the Committee, equal to the excess of
(i) the Fair Market Value, as of the date such Stock Appreciation
Right is exercised, of the number of shares of Stock covered by the
Stock Appreciation Right being exercised over (ii) the aggregate
exercise price of such Stock Appreciation Right.

(q) "Stock Bonus" means the grant of Stock as compensation from the
Company, which may be in lieu of cash compensation otherwise
receivable by the Participant or in addition to such cash
compensation.

(r) "Subsidiary" means any corporation or partnership in which the Company
owns, directly or indirectly, 50% or more of the total combined voting
power of all classes of stock of such corporation or of the capital
interest or profits interest of such partnership.

2.2 GENDER AND NUMBER. Except when otherwise indicated by the context, words
in the masculine gender used in the Plan shall include the feminine gender, the
singular shall include the plural, and the plural shall include the singular.

SECTION 3

ELIGIBILITY AND PARTICIPATION

Except as otherwise provided in Section 7.1, the only persons eligible to
participate in the Plan shall be those Employees selected by the Committee as
Participants.

SECTION 4

POWERS OF THE COMMITTEE

4.1 POWER TO GRANT. The Committee shall determine the Participants to whom
Awards shall be granted, the type or types of Awards to be granted, and the
terms and conditions of any and all such Awards. The Committee may establish
different terms and conditions for different types of Awards, for different
Participants receiving the same type of Awards, and for the same Participant for
each Award such Participant may receive, whether or not granted at different
times.

4.2 ADMINISTRATION. The Committee shall be responsible for the administration
of the Plan. The Committee, by majority action thereof, is authorized to
prescribe, amend, and rescind rules and regulations relating to the Plan, to
provide for conditions deemed necessary or advisable to protect the interests of
the Company, and to make all other determinations necessary or advisable for the
administration and interpretation of the Plan in

<PAGE>

order to carry out its provisions and purposes. Determinations,
interpretations, or other actions made or taken by the Committee pursuant to the
provisions of the Plan shall be final, binding, and conclusive for all purposes
and upon all persons.

SECTION 5

STOCK SUBJECT TO PLAN

5.1 NUMBER. Subject to the provisions of Section 5.3, the number of shares of
Stock subject to Awards (including Director Awards) under the Plan may not
exceed 1,400,000 shares of Stock. The shares to be delivered under the Plan may
consist, in whole or in part, of treasury Stock or authorized but unissued
Stock, not reserved for any other purpose. The maximum number of shares of
Stock with respect to which Awards may be granted to any one Employee under the
Plan is 20% of the aggregate number of shares of Stock available for Awards
under Section 5.1.

5.2 CANCELLED, TERMINATED OR FORFEITED AWARDS. Any shares of Stock subject to
an Award which for any reason are cancelled, terminated or otherwise settled
without the issuance of any Stock shall again be available for Awards under the
Plan.

5.3 ADJUSTMENT IN CAPITALIZATION. In the event of any Stock dividend or Stock
split, recapitalization (including, without limitation, the payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to stockholders, exchange of shares, or other similar
corporate change, (i) the aggregate number of shares of Stock available for
Awards under Section 5.1 and (ii) the number of shares and exercise price with
respect to Options and the number, prices and dollar value of other Awards, may
be appropriately adjusted by the Committee, whose determination shall be
conclusive. If, pursuant to the preceding sentence, an adjustment is made to
the number of shares of Stock authorized for issuance under the Plan, a
corresponding adjustment shall be made with respect to Director Awards granted
pursuant to Section 7.1.

SECTION 6

STOCK OPTIONS

6.1 GRANT OF OPTIONS. Options may be granted to Participants at such time or
times as shall be determined by the Committee. Options granted under the Plan
may be of two types: (i) Incentive Stock Options and (ii) Nonstatutory Stock
Options. The Committee shall have complete discretion in determining the number
of Options, if any, to be granted to a Participant. Each Option shall be
evidenced by an Option agreement that shall specify the type of Option granted,
the exercise price, the duration of the Option, the number of shares of Stock to
which the Option pertains, the exercisability (if any) of the Option in the
event of death, retirement, disability or termination of employment, and such
other terms and conditions not inconsistent with the Plan as the Committee shall
determine.

6.2 OPTION PRICE. Nonstatutory Stock Options and Incentive Stock Options
granted pursuant to the Plan shall have an exercise price which is not less than
the Fair Market Value on the date the Option is granted.

6.3 EXERCISE OF OPTIONS. Options awarded to a Participant under the Plan shall
be exercisable at such times and shall be subject to such restrictions and
conditions as the Committee may impose, subject to the Committee's right to
accelerate the exercisability of such Option in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable for more than ten years after the
date on which it is granted.

6.4 PAYMENT. The Committee shall establish procedures governing the exercise
of Options, which shall require that written notice of exercise be given and
that the Option price be paid in full in cash or cash equivalents, including by
personal check, at the time of exercise or pursuant to any arrangement that the
Committee shall approve. The Committee may, in its discretion, permit a
participant to make payment (i) in Stock already

<PAGE>

owned by the Participant valued at its Fair Market Value on the date of exercise
(if such Stock has been owned by the Participant for at least six months) or
(ii) by electing to have the Company retain Stock which would otherwise be
issued on exercise of the Option, valued at its Fair Market Value on the date of
exercise. As soon as practicable after receipt of a written exercise notice and
full payment of the exercise price, the Company shall deliver to the Participant
a certificate or certificates representing the acquired shares of Stock.

6.5 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the
contrary, no term of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, or shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of any Participant affected thereby, to
cause any Incentive Stock Option previously granted to fail to qualify for the
Federal income tax treatment afforded under Section 421 of the Code.

SECTION 7

DIRECTOR AWARDS

7.1 AMOUNT OF AWARD. Each Eligible Director shall receive an annual grant of
Stock in the amount of 150 shares of Stock for each Board meeting attended by
such Eligible Director (other than meetings by written consent or telephone
communications); such grants shall be made on the date of and immediately
following the annual meeting of stockholders (beginning with the 1998 annual
stockholders' meeting) based on the number of Board meetings attended subsequent
to the prior annual stockholders' meeting. In addition, each Eligible Director
shall receive an annual grant of a Nonstatutory Stock Option to acquire 1,000
shares of Stock exercisable at the Fair Market Value of the Company's common
stock on the date of grant; such grant shall be made on the date of and
immediately following the annual meeting of stockholders (beginning with the
1997 Annual Stockholders' Meeting). Furthermore, each Eligible Director who
becomes an Eligible Director for the first time on or after January 1, 1997
shall receive a one-time grant of a Nonstatutory Stock Option to acquire 5,000
shares of Stock exercisable at the Fair Market Value of the Company's common
stock on the date on which such person first becomes a director of the Company;
such options shall become exercisable in one-third increments beginning on the
first anniversary of the date of grant. The Stock and Nonstatutory Stock
Options awarded to a director hereunder shall be appropriately adjusted in the
event of any stock changes as described in Section 5.3.

SECTION 8

STOCK APPRECIATION RIGHTS

8.1 SAR'S IN TANDEM WITH OPTIONS. Stock Appreciation Rights may be granted to
Participants in tandem with any Option granted under the Plan, either at or
after the time of the grant of such Option, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine. Each Stock Appreciation Right shall only be exercisable to the
extent that the corresponding Option is exercisable, and shall terminate upon
termination or exercise of the corresponding Option. Upon the exercise of any
Stock Appreciation Right, the corresponding Option shall terminate.

8.2 OTHER STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may also be
granted to participants separately from any Option, subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine.

SECTION 9

RESTRICTED STOCK

<PAGE>

9.1 GRANT OF RESTRICTED STOCK. The Committee may grant Restricted Stock to
Participants at such times and in such amounts, and subject to such other terms
and conditions not inconsistent with the Plan as it shall determine. Each grant
of Restricted Stock shall be subject to such restrictions, which may relate to
continued employment with the Company, performance of the Company, or other
restrictions, as the Committee may determine. Each grant of Restricted Stock
shall be evidenced by a written agreement setting forth the terms of such Award.

9.2 REMOVAL OF RESTRICTIONS. The Committee may accelerate or waive such
restrictions in whole or in part at any time in its discretion.

SECTION 10

STOCK BONUSES

10.1 GRANT OF STOCK BONUSES. The Committee may grant a Stock Bonus to a
Participant at such times and in such amounts, and subject to such other terms
and conditions not inconsistent with the Plan, as it shall determine.

10.2 EFFECT ON COMPENSATION. The Committee may from time to time determine to
grant a Stock Bonus in lieu of salary or cash bonuses otherwise payable to a
Participant.

SECTION 11

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

11.1 GENERAL. The Board may from time to time amend, modify or terminate any or
all of the provisions of the Plan, subject to the provisions of this Section
11.1. The Board may not change the Plan in a manner which would prevent
outstanding Incentive Stock Options granted under the Plan from being Incentive
Stock Options without the consent of the optionees concerned. Furthermore, the
Board may not make any amendment which would (i) materially modify the
requirements for participation in the Plan or (ii) increase the number of shares
of Stock subject to Awards under the Plan pursuant to Section 5.1, in each case
without the consent and approval of the holders of a majority of the outstanding
shares of Stock entitled to vote thereon. No amendment or modification shall
affect the rights of any Employee with respect to a previously granted Award,
nor shall any amendment or modification affect the rights of any Eligible
Director pursuant to a previously granted Director Award.

11.2 TERMINATION OF PLAN. No further Options shall be granted under the Plan
subsequent to December 31, 2006, or such earlier date as may be determined by
the Board.

SECTION 12

MISCELLANEOUS PROVISIONS

12.1 BENEFICIARY DESIGNATION. Each Participant under the Plan may from time to
time name any beneficiary or beneficiaries (who may be named contingent or
successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in case of his death. Each designation
will revoke all prior designations by the same Participant shall be in a form
prescribed by the Committee, and will be effective only when filed in writing
with the Committee. In the absence of any such designation, Awards outstanding
at death may be exercised by the Participant's surviving spouse, if any, or
otherwise by his estate, subject to the terms and conditions of the Award.

<PAGE>

12.2 NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan shall
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company or any
Subsidiary. No Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Awards.

12.3 TAX WITHHOLDING. The Company shall have the power to withhold, or require
a Participant or Eligible Director to remit to the Company, an amount sufficient
to satisfy federal, state, and local withholding tax requirements on any Award
under the Plan, and the Company may defer issuance of Stock until such
requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee shall impose,
(i) to have shares of Stock otherwise issuable under the Plan withheld by the
Company or (ii) to deliver to the Company previously acquired shares of Stock,
in each case having a Fair Market Value sufficient to satisfy all or part of the
Participant's estimated total federal, state and local tax obligation associated
with the transaction.

12.4 CHANGE OF CONTROL. On the date of a Change of Control, all outstanding
options and stock appreciation rights shall become immediately exercisable and
all restrictions with respect to Restricted Stock shall lapse. "Change of
Control" shall mean:

(i) The acquisition (other than from the Company) by any person,
entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Act (excluding any acquisition or holding by (i)
the Company or its subsidiaries or (ii) any employee benefit plan
of the Company or its subsidiaries which acquires beneficial
ownership of voting securities of the Company) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Act) of 50% or more of either the then outstanding shares of
common stock or the combined voting power of the Company's then
outstanding voting securities entitled to vote generally in the
election of directors; or

(ii) Individuals who, as of the date hereof, constitute the Board (as
of the date hereof the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any
person becoming a director subsequent to the date hereof whose
election, or nomination for the election by the Company's
stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be, for
purposes of this Plan, considered as though such person were a
member of the Incumbent Board; or

(iii) Approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, with respect to which
persons who were the stockholders of the Company immediately
prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting
power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's then
outstanding voting securities, or a liquidation or dissolution of
the Company or of the sale of all or substantially all of the
assets of the Company.

12.5 COMPANY INTENT. The Company intends that the Plan comply in all respects
with Rule 16b-3 under the Act, and any ambiguities or inconsistencies in the
construction of the Plan shall be interpreted to give effect to such intention.

12.6 REQUIREMENTS OF LAW. The granting of Awards and the issuance of shares of
Stock shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or securities exchanges as may be
required.

12.7 EFFECTIVE DATE. The Plan shall be effective upon its adoption by the Board
subject to approval by the affirmative vote of the holders of a majority of the
shares of Stock present in person or by proxy at a stockholders' meeting.

<PAGE>

12.8 GOVERNING LAW. The Plan, and all agreements hereunder, shall be construed
in accordance with and governed by the laws of the State of Delaware.

<PAGE>

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.

<PAGE>

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.

<PAGE>

SECOND AMENDMENT TO THE

INACOM NONQUALIFIED DEFERRED COMPENSATION PLAN

Effective January 1, 1997, the InaCom Nonqualified Deferred Compensation Plan
("Plan") is hereby amended as follows:

ARTICLE I

The name of the Plan is changed to the InaCom Executive Deferred Compensation
Plan.

ARTICLE II

Section 5.2 of the Plan is amended in its entirety to read as follows:

"5.2 EMPLOYER CONTRIBUTIONS. No InaCom (or applicable affiliate) contribution
shall be made to a Participant's Account in this Plan until the Participant has
contributed the maximum allowable amount to the Qualified Plan ("Qualified Plan
Limit"). Once the Qualified Plan Limit is met by the Participant, the Employer
shall make a contribution to each Participant's Account in this Plan equal to
75CENTS per dollar of the Employee's Matched Pre-tax Deposits to this Plan;
PROVIDED, HOWEVER, the Qualified Plan match and the match under this Plan, in
the aggregate, shall not be made to more than 6% of the Participant's Pay.
Employee and Employer contributions hereunder shall be made on a per pay period
basis."

<PAGE>

INACOM CORP.

EXECUTIVE DEATH BENEFIT PLAN

This Plan has been established for the benefit of certain executives of InaCom
Corp. and its subsidiaries, in order to retain their services and encourage them
to continue the increasing profitability of the Company.

SECTION 1. DEFINITIONS.

The following terms shall have the meanings set forth below:

(a) "Beneficiary" means the person, persons or entity designated by the
Participant entitled under Section 3 to receive a Death Benefit after a
Participant's death.

(b) "Company" means InaCom Corp. and its subsidiaries.

(c) "Compensation Committee" means the Compensation Committee of the
Company Board of Directors. The Compensation Committee shall be the Plan
Administrator. However, the Compensation Committee may designate another
committee, person, or entity to serve as Plan Administrator.

(d) "Death Benefit" means a benefit payable under Section 3 of this Plan.

(e) "Normal Retirement Age" means age 65.

(f) "Executive" means an Executive of the Company so designated by the
Compensation Committee.

(g) "Participant" means an Executive of the Company who has been
designated by the Compensation Committee.

(h) "Plan" means this Executive Death Benefit Plan, as amended from time
to time.

(i) "Plan Anniversary Date" means May 1 of each calendar year.

SECTION 2. PARTICIPATION.

The Compensation Committee shall designate from time to time the Executives who
shall be Participants in this Plan.

Participation in the Plan shall be conditional as follows:

(a) Initial participation in the Plan will be subject to evidence of the
Participant's insurability. The Participant shall agree to complete such
questionnaires and medical examinations as the Company may request. A
Participant shall not be covered by this Plan until such questionnaires and
medical examinations are completed and the same evidence the Participant's
insurability.

(b) The Participant will apply to the Insurance Company designated by the
Company for a policy on the life of said Participant. The Participant, or
his designee approved by the Company, will be the owner of the policy
acquired pursuant to the terms of this Plan and may exercise all the rights
of ownership with respect to the policy except as otherwise hereinafter
provided.

<PAGE>

(c) The Participant agrees to pay the Company the cost of pure life
insurance protection as determined by applying the lower of the Insurance
Company's term rate or the IRS P.S. 58 rate to the insurance protection
provided in that year. Upon receipt of the amount which the Participant is
required to contribute, the Company will pay the full amount of the premium
to the Insurance Company on or before the date the premium is due. The
amount paid by the Participant shall be considered as the Participant's
contribution, and the remaining amount considered as the Company's
contribution. The Participant's obligation to pay this cost shall
terminate on the Participant's death, attainment of Normal Retirement Age,
or upon any event terminating Participant's participation in the Plan under
Section 4, unless the Participant has been notified otherwise by the
Compensation Committee.

(d) The Participant will collaterally assign the policy, acquired pursuant
to the terms of this Plan, to the Company as security for the repayment of
the amounts which the Company will pay to the Insurance Company under
paragraph (c) of this Section. This repayment will occur at the time
benefits are paid due to Participant's death or upon the Participant's
termination of Plan participation. This collateral assignment will not be
altered or changed without the consent of the Company. While this Plan is
in force and effect, the Participant, or his designee, will not sell,
transfer, assign, pledge, surrender or otherwise terminate the policy,
acquired pursuant to the terms of this Plan, without the Company's consent.

(e) The Participant shall execute a Participation Agreement in form and
substance satisfactory to the Company (the "Participation Agreement").

SECTION 3. DEATH BENEFIT.

(a) If the Participant dies before the Normal Retirement Date, the
Beneficiary or Beneficiaries named by the Participant shall be entitled to
receive a death benefit in the amount of the life insurance on
Participant's life obtained pursuant to this Plan, subject to Section 3(b).
The amount of such life insurance will be set forth in the Participation
Agreement. This amount is expected to be approximately two times the
Participant's compensation paid by the Company during 1992 and reported as
income to the Participant for purposes of IRS Form W-2. This amount may be
adjusted by the Compensation Committee from time to time.

(b) When the Participant dies, the Company shall be entitled to receive
the amount of the Death Benefit provided under the policy on the
Participant's life in excess of the amount payable to the Participant's
Beneficiary or Beneficiaries under paragraph (a) of this Section, but in no
event less than the amount due to the Company from the Participant as
provided in Section 2(d) of this Plan.

SECTION 4. TERMINATION OF PLAN PARTICIPATION.

The Participant's participation in this Plan will terminate on the occurrence of
any of the following events:

(a) Upon the election of the aggrieved party if either the Company or the
Participant (i) fails for any reason to make the contribution required by
Section 2(c) of this Plan toward payment of any premium due on the policy
on the Participant's life acquired pursuant to the terms of this Plan, or
(ii) breaches any other provision of this Plan, which breach is not cured
within ten (10) days following written notice from the aggrieved party.

(b) Repayment in full by the Participant of the contributions made by the
Company under Section 2(c) of this Plan toward payment of the premiums due
on the policy on the Participant's life acquired pursuant to the terms of
this Plan, provided that upon the receipt of such repayment the Company
releases the Collateral Assignment of the policy made by the Participant
pursuant to Section 2(d) of this Plan.

<PAGE>

(d) Termination of the Participant's employment with the Company and/or
its subsidiaries for any reason, voluntarily or involuntarily.

(e) Termination of the Plan by the Company.

SECTION 5. DISPOSITION OF POLICY ON TERMINATION OF PLAN PARTICIPATION.

If a Participant's Plan participation is terminated under paragraph (a), (b),
(c), (d) or (e) of Section 4, the Participant shall have thirty days in which to
pay the Company the amount which the Company has contributed toward payment of
the premiums due on the policy on the Participant's life acquired pursuant to
the terms of this Plan. Upon receipt of this amount, the Company shall release
the Collateral Assignment of the policy. If the Participant does not repay the
amount which the Company has contributed within this thirty day period, the
Company may enforce any rights which it has under the Collateral Assignment of
the policy.

SECTION 6. PLAN ADMINISTRATION.

(a) The Compensation Committee shall be the plan administrator of this
Plan and shall be solely responsible for its general administration and
interpretation and for carrying out the respective provisions hereof, and
shall have all such powers as may be necessary to do so. The Compensation
Committee may from time to time establish rules for the administration of
this Plan and the transactions of its business. Any action by the
Compensation Committee shall be final, conclusive and binding on each
Participant, Beneficiary and all persons claims by, through or under any
Participant, unless an appeal is received by the Compensation Committee
within 60 days of the disputed action. The appeal will be reviewed by the
Compensation Committee and the decision of the Compensation Committee shall
be final, conclusive and binding on the Participant and on all persons
claiming by, through or under the Participant.

(b) The Company may employ or engage such agents, accountants, actuaries,
counsel, other experts and other persons as it shall deem necessary or
desirable in connection with the interpretation and administration of this
Plan. The Company shall be entitled to rely upon all certificates made by
an accountant or actuary selected by Company. The Company and its
committees, officers, directors and employees shall not be liable for any
action taken, suffered or omitted by them in good faith in reliance upon
the advice or opinion of any counsel, accountant, actuary or other expert
and all action so taken, suffered or omitted shall be conclusive upon each
of them and upon all other persons interested in this Plan. The Company
shall indemnify and hold harmless the members of the Compensation Committee
for any and all acts taken in the administration or interpretation of this
Plan.

SECTION 7. COMPANY'S OBLIGATION.

The Company's obligations under the Plan is limited to payment of the premiums
described in this Plan. The payment of the death benefits contemplated by the
Plan shall be the obligation of the Insurance Company. If the Insurance Company
shall fail to make any such death benefit payment, for a reason other than the
improper failure of the Company to pay a premium required of it by this
Agreement, the Company shall not be obligated to make such death benefit
payments.

SECTION 8. CLAIMS AND CLAIMS REVIEW PROCEDURES.

The Participant must make a claim for plan benefits by delivering a written
request to the Insurance Company. Upon receipt of such request the Insurance
Company may require the claimant to complete such forms and provide such
additional information as may be reasonably necessary to establish the
claimant's right to a benefit under the Plan.

<PAGE>

If a claim for benefits is wholly or partially denied, the Insurance Company
will be requested to furnish to the claimant a notice of the decision, within
ninety (90) days after the receipt of the claim by the Plan. If special
circumstances require more than ninety (90) days to process the claim, this
period may be extended for up to an additional ninety (90) days by giving
written notice to the claimant before the end of the initial 90-day period
stating the special circumstances requiring the extension and the date by which
a final decision is expected. Failure to provide a notice of decision in the
time specified shall constitute a denial of the claim and the claimant shall be
entitled to require a review of the denial under the review procedures.

The notice to be provided to every claimant who is denied a claim for benefits
shall be in writing and shall set forth, in a manner calculated to be understood
by the claimant, the following:

(a) The specific reason or reasons for the denial;

(b) Specific reference to pertinent plan provisions on which the denial is
based;

(c) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material
or information is necessary; and

(d) An explanation of the Plan's claim review procedure describing the
steps to be taken by a claimant who wishes to submit his or her claim for
review.

The purpose of the review procedure is to provide a procedure by which a
claimant may have a reasonable opportunity to appeal a denial of a claim to the
Plan Administrator for a full and fair review. To accomplish that purpose, the
claimant or his duly authorized representative:

(a) May request a review upon written application to the Plan
Administrator.

(b) May review pertinent plan documents; and

A claimant (or his duly authorized representative) shall request a review by
filing a written application for review with the Plan Administrator at any time
within sixty (60) days after receipt by the claimant of written notice of the
denial of his claim.

The decision on review of a denied claim shall be made in the following manner:

(a) The decision on review shall be made by the Plan Administrator, who
may in its discretion hold a hearing on the denied claim. The Plan
Administrator shall make its decision promptly, which shall ordinarily be
not later than sixty (60) days after the Plan's receipt of the request for
review, unless special circumstances (such as the need to hold a hearing)
require an extension of time for processing. In that case a decision shall
be rendered as soon as possible, but not later than one hundred twenty
(120) days after receipt of the request for review. If an extension of
time is required due to special circumstances, written notice of the
extension shall be furnished to the claimant prior to the time the
extension commences.

(b) The decision on review shall be in writing and shall include specific
reasons for the decisions, written in a manner calculated to be understood
by the claimant, as well as specific references to the pertinent Plan
provisions on which the decision is based.

(c) In the event the decision on review is not furnished to the claimant
within the time required, the claim shall be deemed denied on review.

SECTION 9. AMENDMENT AND TERMINATION.

The Company reserves the right to amend or terminate this Plan at any time or
times, in whole or in part, by duly adopted resolution of the Board of
Directors. However, no such amendment or termination shall affect the rights of
a Participant who has died or reached Normal Retirement Age prior to such
amendment or termination.

SECTION 10. NON-ASSIGNABILITY.

This Plan, and the rights, interest, and benefits receivable hereunder from the
general assets of the Company shall not be assigned, transferred, pledged, sold,
conveyed, or encumbered in any way by the Participant and shall not be subject
to execution, attachment, or similar process. Any attempted sale, conveyance,
transfer, assignment, pledge, or encumbrance of this Plan or of such rights,
interest, and benefits, contrary to the foregoing provisions, or the levy of any
attachment or similar process thereupon, shall be null and void and without
effect.

SECTION 11. LIMITATION OF RIGHTS.

Neither the establishment of the Plan nor any amendment thereof will be
construed as giving to any Participant or other person any legal or equitable
right against the Plan Administrator or the Company, except as expressly
provided herein, and in no event will the terms of employment or service of any
Participant be modified or in any way be affected hereby.

SECTION 12. APPLICABLE LAW.

The Plan will be construed and administered and enforced in accordance with
ERISA and the laws of the State of Nebraska to the extent that such laws are not
preempted by ERISA.

<PAGE>

INACOM CORP.

EXECUTIVE DISABILITY WAGE CONTINUATION

PLAN

This Plan is intended to qualify as a Wage Continuation Plan pursuant to Section
105 of the Internal Revenue code of 1986, as amended, and is to be interpreted
in a manner consistent with the requirements of Section 105. The Plan has been
established for the benefit of certain executives of InaCom Corp. and its
subsidiaries, in order to retain their services and encourage them to continue
the increasing profitability of the Company.

ARTICLE I
DEFINITIONS

The following terms shall have the meanings set forth below:

1.1 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

1.2 "COMPANY" means InaCom Corp. and its subsidiaries.

1.3 "COMPENSATION COMMITTEE" means the Compensation Committee of the Company
Board of Directors. The Compensation Committee shall be the Plan Administrator.
However, the Compensation Committee may designate another committee, person, or
entity to serve as Plan Administrator.

1.4 "DISABILITY OR DISABLED." For purposes of this Plan, a Participant shall
be deemed to be "disabled" when the Participant is entitled to receive
disability benefits for disability as defined in the Disability Income Policy
being maintained for the Participant under the terms of the Plan. Subject to
Article VI, such determination shall be made solely and exclusively by the
insurance company in the manner provided for in such Disability Income Policy,
and such Participant shall continue to be deemed so disabled, for the purposes
of this Plan, until the insurance company ceases to recognize the Participant as
being entitled to receive benefits for disability for the purposes of such
Disability Income Policy.

1.5 "DISABILITY INCOME POLICY" means the disability insurance policies covering
and owned by any Participant under this Plan.

1.6 "EARNED INCOME" means salary, wages, commissions, fees or other
remuneration earned by the Participant, whether received or not, after
deductions for business expenses other than taxes, and excluding unearned
income. Earned income shall include remuneration for services or work performed
during such period, but shall not include remuneration received during said
period for services or work performed prior thereto.

1.7 "EFFECTIVE DATE" means the Effective Date of this Plan shall be May 1,
1993.

1.8 "EXECUTIVE" means any Executive of the Company so designated by the
Compensation Committee.

1.9 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

1.10 "LOSS OF EARNED INCOME" means the determination of Loss of Earned Income
for purposes of determining Disability under Section 1.4 of this Article I is
based on the Participant's average Earned Income for the 12 months before the
disability began or any 24 consecutive months out of the prior 60 months,
whichever is greater.

<PAGE>

1.11 "PARTICIPANT" means any Executive who participates in the Plan pursuant to
Section 2.1 hereof and has not, for any reason, become ineligible to participate
in the Plan.

1.12 "PLAN" means the InaCom Corp. Executive Disability Wage Continuation Plan
as amended from time to time.

1.13 "PLAN YEAR" means the twelve (12) month period commencing on May 1 and
ending on April 30.

ARTICLE II
PARTICIPATION

2.1 PARTICIPATION. The Compensation Committee shall designate from time to
time the Executives who shall be Participants in this Plan.

2.2 TERMINATION OF PARTICIPANTS. If a Participant ceases employment other than
as a result of Disability, Participation in the Plan shall terminate.
Participation in the Plan may thereafter be renewed upon reemployment.

ARTICLE III
BENEFITS

3.1 DISABILITY INSURANCE. The Company shall pay the premium necessary to
maintain in force an individual Disability Income Policy providing for a ninety
(90) day waiting period, as each Participant may qualify for, the maximum
monthly benefit to be set by the Company; provided, however, the amount of
premiums paid by the Company for each Participant shall not exceed the premiums
required for a "standard issue" disability policy. Any additional premiums for
ratings, additional riders, or similar provisions shall be the obligation of the
Participant; provided, further, if a Participant's Disability Income Policy
excludes coverage for any medical condition, nothing herein shall be construed
to create an obligation of the Company to insure against such condition.

The waiting period under an individual disability income policy may be longer
than ninety (90) days, if necessary, under the Policy due to the Participant's
current physical condition.

If a Participant is disabled as defined in the Disability Income Policy
described in the preceding paragraph and the Company receives benefits form the
insurance company issuing same, then the Company will pay all of said benefits
promptly to the disabled Participant.

The only obligation of the Company hereunder shall be to pay the premiums on the
standard issue Disability Income Policies purchased hereunder. If a Participant
fails to deliver to the Company premium statements for any individual Disability
Income Policies of which the Participant may be the owner, the Company shall
have no duty to procure additional insurance or see that said premiums are paid.
If the Insurance Company shall fail to make any disability payment, the Company
shall have no obligation to do so. In addition, after the Participant has been
disabled for a period of ninety (90) days, the only obligation of the Company
under this Plan shall be to forward to Participant any disability insurance
benefits received by the Company as a result of the Participant's disability.

The premiums or portion thereof, paid by the Company for the disability income
policies for each Participant in this Plan shall constitute benefit payments by
the Company under this Plan. The premiums shall be paid out of the general
assets of the Company.

<PAGE>

ARTICLE IV
FUNDING POLICY AND BASIS OF PAYMENTS
TO AND FROM THE PLAN

4.1 FUNDING POLICY. The funding policy of this Plan shall be that all standard
premiums for any Disability Income Policy covering any Participant under this
Plan shall, upon timely, written notice from the insurance company that payment
is due, be paid when due.

4.2 PAYMENTS FROM THE PLAN. The Company's payments from the Plan shall be
provided out of the general assets of the Company at the time such payments are
to be made, subject to the receipt of payments by the Company from the
Disability Income Policy as described in Section 3.1 of the Plan. No specific
amounts therefor shall be set aside in advance. In addition, any amounts
received by the Participant directly from the insurance company under the terms
of any Disability Income Policy being maintained for the Participant by the
Company under the terms of this Plan shall also constitute payments from the
Plan.

4.3 PAYMENTS TO PARTICIPANTS. Payments to Participants shall be made out of
the general assets of the Company (but only to the extent payments are received
by the Company under the Disability Income Policy), or by the insurance company
under the terms of any Disability Income Policy being maintained by the Company
under the terms of this Plan, or both, upon the submission and approval of a
claim for benefits made pursuant to the claims procedure, established, as
required by ERISA, and set forth below.

ARTICLE V
COMPANY'S OBLIGATION

The Company's obligations under the Plan is limited to payment of the premiums
described in this Plan. The payment of the disability benefits contemplated by
the Plan shall be the obligation of the Insurance Company. If the Insurance
Company shall fail to make any such disability benefit payment, for a reason
other than the improper failure of the Company to pay a premium required of it
by this Agreement, the Company shall not be obligated to make such disability
benefit payments.

ARTICLE VI
CLAIMS AND CLAIMS REVIEW PROCEDURES

The notice to be provided to every claimant who is denied a claim for benefits
shall be in writing and shall set forth, in a manner calculated to be understood
by the claimant, the following:

(a) The specific reason or reasons for the denial;

(b) Specific reference to pertinent plan provisions on which the denial is
based;

<PAGE>

(c) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material
or information is necessary; and

(d) An explanation of the Plan's claim review procedure describing the
steps to be taken by a claimant who wishes to submit his or her claim for
review.

(a) May request a review upon written application to the Plan
Administrator.

(b) May review pertinent plan documents; and

The decision on review of a denied claim shall be made in the following manner:

(c) In the event the decision on review is not furnished to the claimant
within the time required, the claim shall be deemed denied on review.

ARTICLE VII
PLAN ADMINISTRATION

a. The Compensation Committee shall be the plan administrator of this
Plan and shall be solely responsible for its general administration and
interpretation and for carrying out the respective provisions hereof, and
shall have all such powers as may be necessary to do so. The Compensation
Committee may from time to time establish rules for the administration of
this Plan and the transactions of its business. Any action by the
Compensation Committee shall be final, conclusive and binding on each
Participant, Beneficiary and all persons claims by, through or under any
Participant, unless an appeal is received by the Compensation Committee
within 60 days of the disputed action. The appeal will be reviewed by the
Compensation Committee and the decision of the Compensation Committee shall
be final, conclusive and binding on the Participant and on all persons
claiming by, through or under the Participant.

<PAGE>

b. The Company may employ or engage such agents, accountants, actuaries,
counsel, other experts and other persons as it shall deem necessary or
desirable in connection with the interpretation and administration of this
Plan. The Company shall be entitled to rely upon all certificates made by
an accountant or actuary selected by Company. The Company and its
committees, officers, directors and employees shall not be liable for any
action taken, suffered or omitted by them in good faith in reliance upon
the advice or opinion of any counsel, accountant, actuary or other expert
and all action so taken, suffered or omitted shall be conclusive upon each
of them and upon all other persons interested in this Plan. The Company
shall indemnify and hold harmless the members of the Compensation Committee
for any and all acts taken in the administration or interpretation of this
Plan.

ARTICLE VIII
TERMINATION OF EMPLOYMENT

8.1 TERMINATION OF INSURANCE. In the event that the employment of a
Participant with the Company is terminated for any reason other than
"Disability," as previously defined, the Company's obligation to continue paying
the premium due on the Participant's Disability Income Policy shall cease and
terminate.

8.2 ELECTION TO RETAIN INSURANCE. When a Participant's employment is
terminated with the Company, the Participant may elect to retain the Disability
Income Policy. This election must be made within sixty (60) days of the date of
termination. The Participant must notify the Insurance Company in writing and
remit to them the required premium.

ARTICLE IX
AMENDMENT AND TERMINATION

The Company reserves the right to amend or terminate this Plan at any time or
times, in whole or in part, by duly adopted resolution of the Board of
Directors. However, no such amendment or termination shall affect the rights of
a Participant to receive monthly payments hereunder for any Disability arising
prior to said amendment or termination.

<PAGE>

ARTICLE X
NON-ASSIGNABILITY

ARTICLE XI
MISCELLANEOUS

11.1 LIMITATION OF RIGHTS. Neither the establishment of the Plan nor any
amendment thereof will be construed as giving to any Participant or other person
any legal or equitable right against the Plan Administrator or the Company,
except as expressly provided herein, and in no event will the terms of
employment or service of any Participant be modified or in any way be affected
hereby.

11.2 APPLICABLE LAW. The Plan will be construed and administered and enforced
in accordance with ERISA and the laws of the State of Nebraska to the extent
that such laws are not preempted by ERISA.

<PAGE>

EXHIBIT 11

InaCom Corp. and Subsidiaries
Computation of Earnings Per Share of Common Stock

(in thousands except per share amounts)
<TABLE>
<CAPTION>

For the years ended
December 27, December 28, December 30,
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
BASIC EARNINGS
Earnings applicable
to common stock $29,456 $18,733 $11,707
======= ======= =======

Weighted average common
shares outstanding 11,900 10,400 10,000
====== ====== ======

Basic earnings
per share $2.48 $1.80 $1.17
===== ===== =====

DILUTED EARNINGS
Earnings applicable
to common stock $ 29,456 $18,733 $11,707
Net interest expense related
to convertible debt 2,271 1,057 --
-------- ------- -------
Net income as adjusted $ 31,727 $19,790 $11,707
======== ======= =======

Weighted average common
shares outstanding 11,900 10,400 10,000
Assuming conversion of
options outstanding 100 300 100
Assuming conversion of
convertible debt 2,600 1,200 --
-------- ------- -------
Weighted average common
shares outstanding
as adjusted 14,600 11,900 10,100
======== ======= =======

Diluted earnings
per share $2.17 $1.66 $1.16
==== ==== ====

</TABLE>

<PAGE>

EXHIBIT 12

RATIOS OF EARNINGS TO FIXED CHARGES

1997 1996 1995 1994 1993
(amounts in thousands)
<S> <C> <C> <C> <C> <C>
Earnings (loss) from
continuing operations $29,456 $18,733 $11,707 $(2,256) $11,975
Add provision for income taxes 20,415 12,986 8,126 (1,493) 7,718
------- ------- ------- ------- -------
49,871 31,719 19,833 (3,749) 19,693

Fixed Charges:
Interest 29,024 20,405 14,635 12,031 8,596
Interest factor portion
of rentals 5,981 3,993 3,266 2,851 2,345
------- ------- ------- ------- -------
Total fixed charges 35,005 24,398 17,901 14,882 10,941
------- ------- ------- ------- -------

Earnings before income taxes
and fixed charges $84,876 $56,117 $37,734 $11,133 $30,634
======= ======= ======= ======= =======

Ratio of earnings to fixed charges 2.42 2.30 2.11 0.75 2.80
==== ==== ==== ===== =====

</TABLE>

For the fiscal year ended December 31, 1994, earnings were insufficient to cover
fixed charges by $3.8 million; for such fiscal year the Company incurred
non-recurring charges of $7.1 million; exclusive of such charges, the ratio of
earnings to fixed charges was 1.23.

<PAGE>

EXHIBIT 21

Subsidiaries of InaCom Corp.

Name State of Incorporation

Inacom Communications, Inc...........................................Nebraska

Inacom Solutions, Inc................................................Delaware

Inacomp Financial Services, Inc......................................Michigan

Inacom International, Inc............................................Delaware

Inacom Finance Corp..................................................Delaware

Perigee Communications, Inc.........................................Minnesota

Gorham Clark, Inc....................................................New York

Networks, Inc.........................................................Florida

Inacom Tennessee, Inc...............................................Tennessee

Inacom Professional Services, Inc....................................Nebraska

<PAGE>

EXHIBIT 23

ACCOUNTANTS' CONSENT

The Board of Directors
InaCom Corp.:

We consent to incorporation by reference in the Registration Statement Nos.
33-21438, 33-38385, 33-42277, 33-81240 and 333-25791 on Form S-8 and
Registration Statement Nos. 333-11687, 333-14299, 333-25823, 333-36815 and
333-39545 on Form S-3 of InaCom Corp. of our report dated February 20, 1998
relating to the consolidated balance sheets of InaCom Corp. and subsidiaries
as of December 27, 1997 and December 28, 1996 and the related consolidated
statements of operations, stockholders' equity and cash flows and related
financial statement schedule for each of the years in the three-year period
ended December 27, 1997, which reports are included or incorporated by
reference in the December 27, 1997 Annual Report on Form 10-K of InaCom Corp.

KPMG Peat Marwick LLP

Omaha, Nebraska
March 26, 1998

<PAGE>

Exhibit 24

POWER OF ATTORNEY

The undersigned Director of InaCom Corp., a Delaware corporation, hereby
constitutes and appoints Bill L. Fairfield as Attorney-in-Fact in his name,
place and stead to execute InaCom's Annual Report on Form 10-K for the fiscal
year ended December 27, 1997, together with any and all subsequent amendments
thereof, in his capacity as a director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.

In WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 26th day of February, 1998.

/s/ Joseph Auerbach
-------------------
Joseph Auerbach

<PAGE>

POWER OF ATTORNEY

In WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 26th day of February, 1998.

/s/ Mogens C. Bay
-----------------
Mogens C. Bay

<PAGE>

POWER OF ATTORNEY

In WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 26th day of February, 1998.

/s/ James Q. Crowe
------------------
James Q. Crowe

<PAGE>

POWER OF ATTORNEY

In WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 26th day of February, 1998.

/s/ W. Grant Gregory
--------------------
W. Grant Gregory

<PAGE>

POWER OF ATTORNEY

In WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 26th day of February, 1998.

/s/ Joseph Inatome
------------------
Joseph Inatome

<PAGE>

POWER OF ATTORNEY

In WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 26th day of February, 1998.

/s/ Rick Inatome
----------------
Rick Inatome

<PAGE>

POWER OF ATTORNEY

In WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 26th day of February, 1998.

/s/ Gary Schwendiman
--------------------
Gary Schwendiman

<PAGE>

POWER OF ATTORNEY

In WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 26th day of February, 1998.

/s/ Linda S. Wilson
-------------------
Linda S. Wilson

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-START> DEC-29-1996
<PERIOD-END> DEC-27-1997
<CASH> 52,592
<SECURITIES> 0
<RECEIVABLES> 252,067
<ALLOWANCES> 5,941
<INVENTORY> 429,362
<CURRENT-ASSETS> 747,779
<PP&E> 89,847
<DEPRECIATION> 85,270
<TOTAL-ASSETS> 960,539
<CURRENT-LIABILITIES> 489,793
<BONDS> 141,500
0
0
<COMMON> 1,482
<OTHER-SE> 323,734
<TOTAL-LIABILITY-AND-EQUITY> 960,539
<SALES> 3,896,302
<TOTAL-REVENUES> 3,896,302
<CGS> 3,495,189
<TOTAL-COSTS> 3,495,189
<OTHER-EXPENSES> 322,218
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,024
<INCOME-PRETAX> 49,871
<INCOME-TAX> 20,415
<INCOME-CONTINUING> 29,456
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,456
<EPS-PRIMARY> 2.48
<EPS-DILUTED> 2.17

</TABLE>

<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-28-1996 DEC-30-1995
<PERIOD-START> DEC-31-1995 JAN-01-1995
<PERIOD-END> DEC-28-1996 DEC-30-1995
<CASH> 31,410 20,690
<SECURITIES> 0 0
<RECEIVABLES> 288,407 160,306
<ALLOWANCES> 4,385 3,537
<INVENTORY> 386,592 352,948
<CURRENT-ASSETS> 712,298 539,940
<PP&E> 59,125 41,501
<DEPRECIATION> 57,845 44,421
<TOTAL-ASSETS> 847,600 624,238
<CURRENT-LIABILITIES> 611,995 449,000
<BONDS> 55,250 0
0 0
0 0
<COMMON> 1,085 1,004
<OTHER-SE> 175,745 147,771
<TOTAL-LIABILITY-AND-EQUITY> 847,600 624,238
<SALES> 3,102,055 2,200,344
<TOTAL-REVENUES> 3,102,055 2,200,344
<CGS> 2,818,696 1,996,538
<TOTAL-COSTS> 2,818,696 1,996,538
<OTHER-EXPENSES> 231,235 169,338
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 20,405 14,635
<INCOME-PRETAX> 31,719 19,833
<INCOME-TAX> 12,986 8,126
<INCOME-CONTINUING> 18,733 11,707
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 18,733 11,707
<EPS-PRIMARY> 1.80 1.17
<EPS-DILUTED> 1.66 1.16

</TABLE>