Revolving Credit Facility Commitment Letter

February 15, 2000


Inacom Corp. 10810 Forman, Suite 200 Omaha, Nebraska 68154 Attention: Chief Financial Officer


RE: REVOLVING CREDIT FACILITY COMMITMENT LETTER


Ladies and Gentlemen:


Compaq Computer Corporation ("COMPAQ" or the "LENDER") understands that Inacom Corp. ("INACOM" or the "COMPANY") is proposing to sell (the "ASSET SALE") to ITY Corp., a wholly-owned subsidiary of Compaq (the "BUYER"), certain assets pursuant to an Asset Purchase Agreement dated as of January 4, 2000 among Inacom, Compaq and the Buyer, as amended by the First Amendment to Asset Purchase Agreement dated as of the date hereof (as so amended, the "ASSET PURCHASE AGREEMENT"). You have asked Compaq to commit to provide up to $55.5 million of financing to Inacom following the consummation of the Asset Sale pursuant to the secured credit facility (the "FACILITY") described below.


Compaq is willing to provide the Facility upon the terms and conditions specified herein. Compaq's commitment hereunder shall become effective when the Company signs copies of this Commitment Letter and returns it to Compaq.


FULL DISCLOSURE


You represent, warrant and covenant that (i) the pro forma financial statements of the Company and its subsidiaries furnished by you did not contain, as of the time they were furnished, any material misstatement of fact or omit, as of such time, to state any material fact necessary to make the statements therein taken as a whole not misleading, in the light of the circumstances under which they were made; and (ii) the projections regarding the future performance of the Company and its subsidiaries furnished by you have been prepared in good faith based on assumptions believed to be reasonable at the time of preparation thereof.


CERTAIN CONDITIONS


Certain of the terms of the Facility are set forth in the Summary of Terms and Conditions attached hereto (the "TERM SHEET"). The Term Sheet is intended as an outline only but does summarize all of the material terms, conditions, covenants, representations, warranties and other provisions which will be contained in definitive financing agreements for the Facility. Compaq's commitment is subject to the satisfaction of the conditions set forth in the Term Sheet and (i) the negotiation, execution and delivery of a credit agreement (the "CREDIT AGREEMENT") and other definitive financing agreements,


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prepared by Davis Polk & Wardwell, special counsel to Compaq, containing terms and conditions consistent with the Term Sheet and otherwise reasonably satisfactory to Compaq, by not later than May 1, 2000 and (ii) the consummation of the Asset Sale in accordance with the Asset Purchase Agreement.


COSTS AND EXPENSES


By your acceptance of this Commitment Letter, you agree that all costs and expenses (including the reasonable fees and expenses of Davis Polk & Wardwell, counsel for Compaq) incurred by Compaq in connection with the collection or enforcement of this Commitment Letter and the definitive financing agreements or any default under, or amendment or waiver of, the definitive financing agreements shall be for your account.


INDEMNIFICATION


By your acceptance of this Commitment Letter, the Company agrees to indemnify and hold harmless Compaq and each of its affiliates (including, without limitation, any controlling person) and the directors, officers, employees and agents of each of the foregoing parties (each, an "INDEMNIFIED PERSON") in accordance with the provisions of Schedule 1 hereto, which is incorporated herein and made a part of this Commitment Letter.


MISCELLANEOUS


This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer, and shall not be deemed to confer, any benefits upon, or create any rights in or in favor of, any Person other than the parties hereto, except as provided above with respect to Indemnified Persons.


The offer by Compaq set forth in this Commitment Letter will terminate at 5:00 p.m., New York time, on the closing date of the Asset Sale (the "ASSET SALE CLOSING DATE"), unless on or before that date and time it has received a copy of this Commitment Letter signed by you. The provisions set forth above under "Costs and Expenses" and "Indemnification" shall survive any such termination of the offer under this Commitment Letter, and shall be binding regardless of whether a Credit Agreement or other definitive documentation is signed.


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This Commitment Letter shall be governed by and construed in accordance with the laws of the State of New York. Each of you and Compaq hereby submits to the jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Commitment Letter or the transactions contemplated hereby. Each of you and Compaq hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and to the right to have a trial by jury. All payments under this Commitment Letter shall be paid in U.S. Dollars to the relevant payee in New York City, without set-off or counterclaim and free and clear of any withholding or other taxes.


Very truly yours,


Compaq Computer Corporation


By:____________________________________
Name: Ben K. Wells
Title: Chief Financial Officer (Acting),
Vice President and Corporate Treasurer


Agreed and accepted as of the date first above written:


Inacom Corp.


By:______________________________________
Name:
Title:


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SCHEDULE 1


Capitalized terms used but not defined in this Schedule are used as defined in the Commitment Letter (the "COMMITMENT LETTER") to which this Schedule is attached and into which it is incorporated.


The Company agrees to indemnify, defend and hold harmless each Indemnified Person from and against any and all losses, claims, demands, damages, liabilities and other expenses of any kind (collectively, "LOSSES") to which any Indemnified Person may become subject, insofar as such Losses (or actions or other proceedings commenced or threatened in relation thereto) relate to or in any way arise from the Facility or any proposed or actual use of the proceeds of the Facility, and to reimburse each Indemnified Person for any legal or other expenses incurred in connection with investigating, preparing to defend or defending against any such Loss or action or other proceeding (whether or not such Indemnified Person is a party to any action or proceeding out of which any such Loss arises), it being understood that the indemnification provided for herein shall not apply to any losses, claims, demands, damages, liabilities and other expenses arising from the Asset Purchase Agreement or the performance, or failure to perform, thereunder by any party thereto, any such indemnification to be provided, if at all, under the Asset Purchase Agreement and the other instruments, agreements and documents entered into pursuant thereto or in connection therewith. The Company will not be responsible, however, for any such Losses of any Indemnified Person that are determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from actions taken or omitted to be taken by such Indemnified Person in bad faith or from such Indemnified Person's gross negligence or willful misconduct. No Indemnified Person shall be liable to any other person, firm, corporation or other legal entity for consequential damages which may be alleged as a result of the Commitment Letter or the Facility.


The Company shall not be liable for any settlement of any proceeding effected without its prior written consent (which shall not be unreasonably withheld), but if settled with such consent or if there is a final judgment for the plaintiff, the Company agrees to indemnify each Indemnified Person from and against any Loss (other than Losses determined by final and nonappealable judgement of a court of competent jurisdiction to have resulted primarily from actions taken or omitted to be taken by such Indemnified Person in bad faith or from such Indemnified Person's gross negligence or willful misconduct) by reason of such settlement or judgment. The Company shall not, without the prior written consent of each Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding.


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EXHIBIT A


SUMMARY OF TERMS AND CONDITIONS


BORROWER: Inacom Corp., a Delaware corporation.


FACILITY: $55,500,000 revolving credit facility (the "FACILITY").


PURPOSE: Proceeds will be used for general corporate purposes,
including working capital.


LENDER: Compaq Computer Corporation ("COMPAQ" or the "LENDER").


SECURITY: The Company's obligations under the Facility will be
secured by perfected "silent" second lien on all of the
assets securing the Company's obligations under the
Credit Agreement dated as of April 9, 1999 among the
Company, the lenders party thereto, IBM Credit
Corporation, as Documentation Agent, Banque Nationale de
Paris, as Syndication Agent, and Deutsche Bank AG, New
York Branch, as Administrative Agent (as amended through
the closing date of the Asset Sale, the "DB CREDIT
AGREEMENT"). The Guarantees described below will be
secured by perfected "silent" second liens on all ...