10Q Q1 2001 EXH10.11




                                                                   Exhibit 10.11



	
ACSi
	
    AFFILIATED CORPORATE SERVICES,
INC.
	
(LESSOR)
	

	
D-03456

	
1550 Waters Ridge Drive
Lewisville, Texas 75057

(972) 221-7335   Fax (972) 221-7336

www.acsitx.com
	
	
LEASE NUMBER

	

	
BUSINESS
EQUIPMENT LEASE

	
LESSEE NAME

	
Egghead.Com, Inc.
	 
	
LESSEE ADDRESS
	
CITY
	
COUNTY
	
STATE
	
ZIP

	
1350 Willow Road
	
Menlo Park
	
San Mateo
	
CA
	
94025

	
SUPPLIER/VENDOR NAME
	
ADDRESS
	
CITY
	
STATE
	
ZIP

	
Ecometry
	
1615 S. Congress Avenue
	
Delray Beach
	
FL
	
33445-3368

	
QUANTITY
	
DESCRIPTION: MODEL No., Serial No., or other
identification
	
COST

	
750
	
HP984 Ecometry Online Software Licenses with
associated licenses for Outbound Telemarketing and E-mail Executive
	
2,000,000.00

	
EQUIPMENT LOCATION
	
STREET
	
CITY
	
STATE
	
ZIP

	
If Other Than Billing
Address
	
1350 Willow Road
	
Menlo Park
	
CA
	
94025

	
PAYMENT DUE
DATE
	
RENT
PAYMENTS
	
SECURITY
DEPOSITS
	
SALES/USE
TAX
	
TOTAL
PAYMENT
	
LEASE
TERM

	
Of Each

Month
	
$ **             Monthly
	
(if any)

$0.00
	
$**
	
$**
	
18       Months

	
Advanced Payment of $       214,650.00
 which equals the first   and Second                   payment(s),
the security deposit and a $         0.00      documentation fee MUST
ACCOMPANY LEASE.   ** See Payment Addendum attached hereto and made a  part
hereof

	


	LEASE. Lessee hereby agrees to lease
from Lessor the personal property described above (herein called the
"Equipment"), and requests that Lessor purchase the Equipment from the
Supplier/Vendor named above.  This Lease shall be NON-CANCELABLE DURING THE TERM
STATED ABOVE by Lessee for any reason whatsoever, and Lessee shall be obligated
to pay Lessor all sums called for in this Business Equipment Lease (herein
called the "Lease").

	COMMENCEMENT AND TERMINATION.  This lease shall be binding on Lessor
only when accepted and signed by a duly authorized officer of Lessor, Lessor may
insert in the space appearing below the "Lease Start Date," which
shall be the earlier of the date the Equipment (or any portion of it) is
delivered to Lessee or the date Lessor disburses the purchase price (or any
portion of it) to the supplier.  Provided Lessee has successfully performed all
its duties and obligations under the Lease, it shall terminate upon expiration
of the number of months (following the lease Start Date) stated as the Lease
Term. 

	RENT AND OTHER PAYMENTS.  Lessee shall pay the advance rentals due
under this Lease, as stated above, upon signing this Lease.  Monthly rent
payments due after the first month's rent shall be payable on the "Payment
Due Date' indicated above or on the first business day thereafter if a Payment
Due Date falls on a non-business day.  The Payment Due Date shall be either the
1st or the 15th of each month, whichever is next closer to the Lease
Start Date, as determined by Lessor.  In addition to regular rentals, Lessee
shall pay to Lessor interim rent for the use of the Equipment prior to the due
date of the first payment.  Interim rent shall be in an amount equal to
1/30th of the monthly rental, multiplied by the number of days
elapsing between the date on which the Equipment is accepted by Lessee and the
Lease Start Date of this Lease, together with the number of days elapsing
between the Lease Start Date and the due date of the first payment.  The payment
of interim rent shall be due and payable upon Lessee's receipt of invoice from
Lessor.  Lessee agrees to pay to Lessor a service charge of 5% per month, but
not to exceed the maximum amount permitted by law, on any payment required under
this Lease which is not paid within five days of the due date.  Lessee shall
promptly pay all sales, use, excise, personal property, stamp, documentary, and
ad valorem taxes, licenses and registration fees, assessments, fines, penalties,
and other charges imposed on the ownership, possession, or use of the Equipment
during the term of this Lease, and Lessee shall pay all taxes (except income
taxes imposed on Lessor) with respect to the rental payments hereunder, and
shall, with the next scheduled rent payment reimburse Lessor for any taxes paid
by or advanced by Lessor.  Lessee shall keep the Equipment free from all claims,
liens, security interests, and other charges.  Lessee's obligation to pay such
taxes, fees, assessments, fines, penalties, and other charges shall survive
termination of the Lease.  Lessee agrees the Lessor may adjust the rent payment
proportionally up or down if the actual cost of the Equipment exceeds or is less
than the amount stated in the Lease.  All payments under this Lease shall be
made to Lessor at the address set forth above or at any other address Lessor
subsequently gives to Lessee for purposes of making payment.  In the event of
default, payments made under the Lease may be applied to Lessee's obligations to
Lessor in any order Lessor chooses.  If Lessee has paid advance rentals or any
other amounts prior to the Lease Start Date (collectively, the "Subject
Payments"), but fails for any reason not the fault of Lessor to approve the
applicable supply contract or fails, in any other way, to complete and proceed
with the transaction which is the subject of this Lease, then, in addition to
any other rights or remedies Lessor may have, Lessor may have, Lessor may retain
all of such Subject Payments, it being acknowledged by Lessee that the amount of
same reasonably approximates Lessor's costs and expenses in preparing for and
documenting this Lease transaction and is far less than Lessor's expected profit
form this Lease transaction.


	
	SELECTION OF EQUIPMENT.  Lessee
acknowledges that Lessor did not participate in the selection, manufacture or
supply of the Equipment, that Lessee has made the selection of the Equipment and
the supplier of such Equipment based upon its own judgment, and that Lessor
acquired or will acquire the Equipment or the right to possession and use of the
Equipment in connection with this Lease.  Lessee agrees to inspect the Equipment
and to execute the "Certificate of Acceptance", which is attached
hereto, only after the Lessee has had a reasonable opportunity to inspect the
Equipment and is satisfied that the Equipment is satisfactory in every respect.
Lessee hereby authorizes Lessor to insert in the Lease any equipment serial
numbers and other identification data relating to the Equipment needed.

	DISCLAIMER OF WARRANTIES.  BY SIGNING BELOW, LESSEE ACKNOWLEDGES
THAT LESSOR IS LEASING THE EQUIPMENT TO LESSEE "AS IS" AND WITH ALL
FAULTS, LESSOR SHALL NOT BE RESPONSIBLE IF THE EQUIPMENT IS NOT PROPERLY
INSTALLED, DOES NOT OPERATE AS REPRESENTED OR GUARANTEED BY THE SUPPLIER, OR IS
UNSATISFACTORY FOR ANY REASON.  LESSOR MAKES NO REPRESENTATION AND DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE EQUIPMENT, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
ITS SIZE, DESIGN, CAPACITY, CONDITION, QUALITY, COMPLIANCE WITH ANY LAW, RULE,
SPECIFICATION OR CONTRACT, LATENT DEFECTS, ITS QUIET ENJOYMENT, OR WHETHER IT OR
ITS INSTALLATION WILL INFRINGE THE RIGHTS OF ANY PERSON.  LESSEE HEREBY WAIVES
ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) IT
MIGHT HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR
CONSEQUENTIAL DAMAGE) OR EXPENSE RESULTING FROM THE PURCHASE, LEASE, DELIVERY,
INSTALLATION, OPERATION, OR USE (OR FAILURE OR DELAY CONCERNING ANY OF THE
FOREGOING) OF ANY EQUIPMENT OR ANY PRODUCT MANUFACTURED BY OR WITH THE USE OF
THE EQUIPMENT.  Provided Lessee is not in default of this Lease, Lessor
hereby assigns to Lessee and Lessee shall have the benefit of, any and all
manufacturer's warranties, service agreements and patent indemnities, if any,
with respect to the Equipment; provided, however, that Lessee's sole remedy for
breach of any such warranty, indemnification or service agreement shall be
against the manufacturer of such Equipment not against the Lessor, nor shall
such breach have any effect whatsoever on the rights and obligations of Lessor
or Lessee hereunder.  LESSEE ACKNOWLEDGES THAT NEITHER THE SUPPLIER, BROKER
NOR THEIR AGENTS OR EMPLOYEES ARE AGENTS OF LESSOR NOR ARE THEY AUTHORIZED TO
WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE WITHOUT THE WRITTEN CONSENT
OF LESSOR.  NO AGREEMENT, EITHER WRITTEN OR VERBAL, BETWEEN SUPPLIER AND LESSEE
OR BROKER AND LESSEE SHALL BIND LESSOR UNLESS LESSOR SPECIFICALLY CONSENTS TO
SUCH AGREEMENT IN WRITING.
	AMENDMENTS.  No term or provision of this Lease may be amended, altered,
waived, discharged, rescinded or terminated except by a written instrument
signed by the parties hereto, and, in compliance with UCC 132A-208(2) requiring
a separate signature of this provision, Lessee has signed in the space provided
below.

Lessor and Lessee have specifically negotiated and agreed to
the preceding paragraphs 4, 5 and 6 _______________________

Lessee's Initial

	
ACCEPTED BY:  AFFILIATED CORPORATE SERVICES, INC.
(LESSOR)
	
This agreement shall not be effective until
executed by the Lessee and accepted by an authorized representative of Lessor at
its principal place of business.

	
BY: 

DATE: 

LEASE START DATE: 
	
LESSEE Egghead.Com, Inc.

BY: 

TITLEDATE

BY: 

TITLEDATE



WITNESS:



PRINT NAME:





	FINANCE LEASE STATUS.  The parties agree that this Lease
is intended to qualify as a ""Finance Lease" under Article 2A of
the Uniform Commercial Code (herein called the "UCC").  Lessee
acknowledges that (a) Lessee has received a copy of the purchase order or
contract by which Lessor acquired or will acquire the Equipment (herein called
the "Supply Contract"); or (b) Lessee has reviewed and approved and
agreed to be bound by the Supply Contract; or (c) Lessor has informed or advised
Lessee in writing either previously or by this Lease (i) of the identity of the
supplier, (ii) that Lessee is entitled to the promises and warranties, including
those of any third party, provided to Lessor by the Supplier in connection with
or as part of the Supply Contract, and (iii) that the Lessee may contact the
supplier and receive an accurate statement of those promises and warranties,
including any disclaimers of them or of remedies.

	LESSEE INDEMNIFICATION.  Lessee hereby agrees to indemnify and hold
Lessor and Lessor's agents and employees, harmless from any and all liability,
damage, or loss, including attorney's fees and court costs, arising out of the
purchase, sale, ownership, selection, possession, operation, control, use,
maintenance, or delivery or the delivery of the Equipment, including without
limitation any of the foregoing related to claims based on tort or strict
liability or involving latent defects, whether or not discoverable by Lessee or
Lessor, and whether or not occurring during the term of this Lease, and any
patent, trademark and/or copyright infringement claims.

	POWER OF ATTORNEY/FINANCING STATEMENTS.  Lessee hereby makes,
constitutes and appoints Lessor and it assigns its true and lawful attorney and
agent for it and in its name, place and stead to execute, deliver and file any
UCC financing statements and other documents that Lessor deems necessary or
advisable in order to protect Lessor's rights in the Equipment.  This power
being coupled with an interest shall be irrevocable for the term of this Lease.
Lessor and Lessee agree that a carbon, photographic or other reproduction of
this Lease may be filed as a financing statement under the UCC.

	LESSOR TERMINATION BEFORE EQUIPMENT ACCEPTANCE.  If within 60 days
from the date Lessor orders the Equipment, same has not been delivered,
installed and accepted by Lessee (in form satisfactory to Lessor) Lessor may at
Lessor's sole discretion, on 10 days written notice to Lessee, terminate this
Lease and its obligation to Lessee.

	LOCATION AND INSPECTION.  Equipment shall be delivered and thereafter
kept at the location specified above, or, if none is specified, at Lessee's
address set forth above and Lessee shall not remove it or allow it to be removed
therefrom without Lessor's prior written consent.  Any and all costs incurred by
Lessor as a result of such relocation shall be borne by Lessee.  Any charges
hereunder shall not abate during the period the Equipment is out of service due
to any such relocation requested by Lessee.  Lessee shall permit Lessor on its
premises to inspect the Equipment and the business records of Lessee relating to
it during normal business hours.

	USE OF EQUIPMENT.  Lessee shall, at its expense, use, maintain and
keep the Equipment in good operating order in the manner for which it was
designed and intended, SOLELY FOR LESSEE'S BUSINESS PURPOSE, in accordance with
manufacturer's recommendations and in compliance with all applicable laws,
regulations and insurance requirements.  Lessee shall not make any alterations
or additions to the Equipment without the prior written consent of Lessor.  All
additions, attachments, or replacements made to the Equipment, unless otherwise
agreed to in writing by Lessor, shall become part of the Equipment.  Lessee, at
its expense, shall maintain the Equipment in good operating order and repair in
accordance with the manufacturer's recommendations.  Supplies required for use
of the Equipment are to be provided by Lessee at its expense and are to meet
with the Equipment manufacturer's specifications.

	LESSEE REPRESENTATIONS.  Lessee warrants and represents that (a) all
legal action has been taken to permit Lessee to execute and perform this Lease;
(b) its entering into and performance of this Lease will not violate any law or
regulation applicable to Lessee; (c) this Lease constitutes a legal, valid and
binding obligation, enforceable against Lessee in accordance with its terms; (d)
all financial or other statements furnished or made to Lessor or Lessee are true
and correct in all material respects; and (e) Lessee is in good standing in its
state of incorporation and is in good standing and is entitled to own properties
and to carry on a business in the state where the Equipment is to be located.
Lessee and any person signing this Lease for Lessee warrant that such signatory
is duly authorized and empowered by Lessee to do so.

	INSURANCE.  Lessee shall at all times prior to return of the
Equipment to Lessor carry and maintain, at its expense, insurance covering (a)
theft and all other risks of loss or damage from any cause whatsoever for an
amount not less than the replacement value of the Equipment or the unpaid amount
of this Lease, whichever amount is greater, and which names Lessor and its
assigns as an additional insured and loss payee; and (b) public liability, both
personal injury and property damage, covering the maintenance, use and operation
of the Equipment and which names Lessor and its assigns as additional insured
and loss payee.  All such insurance coverage shall be in form, amount, and with
companies satisfactory to Lessor.  Lessee shall deliver certificate of insurance
to Lessor.  All such insurance Shall require 30 days written notice to Lessor
and its assigns prior to alteration or cancellation.  Lessee hereby appoints
Lessor and its assigns as Lessee's attorney-in-fact with respect to endorsement
of all documents, checks, or drafts for loss or damage recoverable under all
such insurance policies.  Lessee agrees that if lessee shall fail to procure,
carry and maintain insurance coverage as set forth in this Lease, Lessor shall
have the right, but not the obligation, to obtain such insurance on behalf of
and at the expense of Lessee.  In the event Lessor does obtain such insurance,
Lessee agrees to pay all costs thereof with interest at the maximum lawful rate,
immediately upon demand.

	RISK OF LOSS.  At all times, Lessee shall bear the entire risk of
loss, damage, theft or destruction to the Equipment or any part thereof, from
any and every cause whatsoever, which shall occur prior to the Lessee's return
of the Equipment as set forth in this Lease and no such loss, damage, theft or
destruction shall relieve Lessee of its obligation to pay rent or to comply with
any other obligation under this Lease.  In the event of such loss, damage,
theft, or destruction, Lessee shall promptly notify Lessor, and Lessee shall
within 30 days repair or replace such Equipment to its original condition, and
shall continue to make all payments required by this Lease.

	RETURN OF EQUIPMENT.  Unless Lessee exercises any purchase or renewal
option specifically provided for in this Lease, upon expiration or earlier
termination of the Lease with respect to the Equipment, or upon demand by Lessor
pursuant to this Lease upon an event of default, Lessee shall immediately, at
its expense, return the Equipment in the same condition as when Lessee received
it, excepting only reasonable wear and tear, to Lessor at any location in the
continental United States specified by Lessor.  Lessee shall pay all costs and
expenses to crate, insure and return the Equipment to the designated location
and Lessee shall pay all then outstanding tax assessments and future tax
liabilities resulting from Lessee's possession of the Equipment prior to its
return to Lessor. After the expiration of the initial Lease term and thereafter
until Lessor actually receives the Equipment at the return location, the Lease
shall automatically renew from month to month, and Lessee agrees to continue to
make all rent and other Lease payments at the last effective rate under the
Lease with the Lessor retaining all payments made up to the time the Equipment
is returned to the specified return location.

	DEFAULT.  The following events shall constitute an event of default
by Lessee under this Lease:  (a) failing to pay when due any amount required to
be paid to Lessor under this Lease in a timely fashion or to timely perform any
covenant, condition, or obligation to be performed by Lessee under this Lease or
under any other agreement with Lessor; (b) selling, transferring, or disposing
of the Equipment or of substantially all of the Lessee's assets or merging or
reorganizing without prior written consent of Lessor; or (c) creating,
incurring, assuming or suffering to exist any mortgage, lien, pledge or other
encumbrance or attachment of any kind whatsoever upon, affecting or with respect
to the Equipment or this Lease or any of the Lessor's interest thereunder; or
(d) providing financial statements or making representations to Lessor which are
incorrect or misleading or inaccurate in any respect; or (e) becoming unable to
pay debts as they become due or otherwise becoming insolvent or suffering an
adverse change in its financial condition; or (f) Lessor reasonably deems itself
insecure in its expectations that Lessee will fully perform all of Lessee's
obligations under this Lease.  If multiple leases exists between Lessor and
Lessee and Lessee defaults on any one or more lease agreements, Lessor has the
option to declare all lease agreements between Lessor and Lessee in
default.

	REMEDIES OF LESSOR.  Upon the occurrence of default by Lessee
hereunder and at any time thereafter (subject to any applicable grace
provisions), Lessor may exercise any one or more of the following remedies
without notice to or demand on Lessee, as Lessor in its sole discretion shall
elect: (a) declare all unpaid rentals under this Lease to be immediately due and
payable, the amount to be due to be computed as hereinafter set forth; (b)
terminate this Lease as to any or all items of Equipment, but no such
termination shall be deemed to occur unless written notice to that express
effect is given by Lessor to Lessee; (c) whether or not this Lease is
terminated, take immediate possession of any or all of the Equipment, without
notice or demand and without court order or process, and for such purpose, enter
upon any premises without liability for so doing; (d) sell, lease or otherwise
dispose of the Equipment, or any item thereof, at a public or private sale or
lease at such time or times and upon such terms as Lessor may determine, free
and clear of any rights of Lessee; (e) proceed by appropriate action either at
law or in equity to enforce performance by Lessee of the applicable covenants of
this Lease or recover damages for the breach thereof; and (f) exercise any and
all rights accruing to a Lessor of personal property under any applicable law
upon a default by Lessee.  In furtherance of the foregoing, Lessor shall be
entitled to recover immediately as liquidated damages and not as a penalty, a
sum equal to the aggregate of the following: (i) all unpaid rentals and other
amounts or other sums which are due and payable for any item of Equipment up to
the date delivered to or repossessed by Lessor; (ii) any expenses paid or
incurred by Lessor in connection with the repossession, holding, repair,
appraisal, transportation and subsequent sale, lease or other disposition of the
Equipment, including attorneys' fees and court costs; and (iii) an amount equal
to the difference between (aa) all unpaid rentals and other amounts, due and to
become due under this Lease, each of which unpaid rentals and other amounts
shall be discounted to present value at an annual rate of 7% (collectively,
"Unpaid Rentals"), together with the amount or percentage of original
cost for which Lessee would have been permitted to purchase the Equipment at the
end of the Lease term hereof, which amount shall be discounted to present value
at an annual rate of 7% ("Purchase Amount") and (bb) the then fair
market value of any Equipment returned to or repossessed by Lessor ("Return
Value") as established by Lessor in any manner; provided, however, that in
Lessor's sole discretion the Return Value of each such item of Equipment shall
be deemed to be (i) an amount equal to the proceeds, if any, of any sale or
lease thereof by Lessor, less any costs or expenses incurred by Lessor from such
sale or lease or (ii) zero, if Lessor is unable, after the exercise of
reasonable efforts to sell or lease any such item of Equipment.  If the Return
value of the Equipment exceeds the sum of the Unpaid Rentals plus the Purchase
Amount, Lessor shall be entitled to the excess.  No right or remedy conferred
upon or reserved to Lessor by this Lease shall be exclusive of any other right
or remedy  herein or by law provided; all rights and remedies of Lessor
conferred on Lessor by this Lease or by law shall be cumulative and in addition
to every other right and remedy available to Lessor.  Lessee shall pay all costs
and reasonable attorney's fees incurred by Lessor in collecting any sums owed
under this Lease or in obtaining possession of leased Equipment, including
attorney's fees incurred in seeking relief from stay in bankruptcy court
together with interest at the rate of the lesser of 18% compounded annually, or
the maximum amount permitted by law on each of the foregoing and on all sums not
paid when due under any provision of this Lease.

	LESSEE'S WAIVERS.  To the extent permitted by applicable law, Lessee
hereby waives any and all rights and remedies conferred upon a Lessee by 2A-508
through 2A-522 of the UCC, including without limitation, Lessee's rights to: (a)
cancel this Lease; (b) repudiate this Lease; (c) reject the Equipment; (d)
revoke acceptance of the Equipment; (e) recover damages from Lessor; (f) a
security interest in the Equipment in Lessee's possession or control for any
reason; (g) deduct all or any part of claimed damages resulting from Lessor's
default, if any, under this Lease; (h) recover damages from Lessor for any
breaches of warranty or for any other reason; (i) accept partial delivery of the
Equipment; (j) "cover"; (k) recover any general, special, incidental
or consequential damages for any reason whatsoever; and (l) specific
performance, replevin, detinue, sequestration, claim and delivery or the like
for the Equipment.

	ASSIGNMENT BY LESSOR.  LESSOR MAY ASSIGN OR TRANSFER THIS LEASE OR
LESSOR'S INTEREST IN THE EQUIPMENT WITHOUT NOTICE TO LESSEE.  Any assignee
of Lessor shall have all of the rights, but none of the obligations, of Lessor
under the Lease and Lessee agrees that it will not assert against any assignee
of Lessor any defense, counterclaim or offset that Lessee may have against
Lessor.  Lessee acknowledges that any assignment or transfer by Lessor shall not
materially change Lessee's duties or obligations under this Lease nor materially
increase the burdens or risk imposed on Lessee.  Lessee agrees that Lessor may
assign or transfer this Lease or Lessor's interest in the Equipment even if said
assignment or transfer could be deemed to materially effect the interests of
Lessee.

	NO LESSEE ASSIGNMENT OR SUBLEASE.  LESSEE SHALL NOT ASSIGN,
HYPOTHECATE OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF
THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR

	CONSENT TO JURISDICTION; VENUE; ARBITRATION.  THIS LEASE CALLS FOR
PERFORMANCE BY LESSEE AT THE LOCATION OF LESSOR OR LESSOR'S ASSIGNEE.  AS PART
OF THE CONSIDERATION FOR LESSOR'S EXECUTING THIS LEASE, LESSEE AGREES THAT,
WITHOUT LIMITING THE RIGHT OF LESSOR OR LESSOR'S ASSIGNEE TO LITIGATE ANY
JUDICIAL ACTION OR PROCEEDING AGAINST LESSEE IN COURTS LOCATED IN OTHER STATES,
ALL JUDICIAL ACTIONS AND PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY FROM THIS
LEASE SHALL (AT THE SOLE  DISCRETION OF LESSOR OR LESSOR'S ASSIGNEE) ONLY BE
LITIGATED IN COURTS IN THE STATE AND THE JURISDICTION WHERE LESSOR IS LOCATED,
OR IF THIS LEASE HAS BEEN ASSIGNED, WHERE LESSOR'S ASSIGNEE IS LOCATED.  LESSEE
HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT IN ANY
OF SUCH STATES.  LESSEE FURTHER WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON LESSEE, AND CONSENTS THAT SERVICE MAY BE MADE BY CERTIFIED MAIL DIRECTED TO
THE LESSEE AT THE ADDRESS SHOWN IN THIS LEASE, AND THAT SERVICE SHALL BE
EFFECTIVE TWO (2) DAYS AFTER MAILING.  LESSOR AND LESSEE ACKNOWLEDGE THE DELAY,
EXPENSE AND UNCERTAINTY ASSOCIATED WITH A JURY TRIAL INVOLVING A COMMERCIAL
LEASE OF THIS NATURE, AND, IN RECOGNITION OF THESE INHERENT PROBLEMS, HEREBY
WAIVE THEIR RIGHTS TO A JURY TRIAL AND AGREE THAT ANY LITIGATION REGARDING THIS
LEASE WILL BE TRIED WITHOUT A JURY.

All of the foregoing provisions of this Paragraph 22 notwithstanding, at the
sole discretion of Lessor or Lessor's assignee, Lessee agrees that Lessor and
Lessor's assignee may elect to resolve any claim or controversy arising directly
or indirectly from this Lease by arbitration with the American Arbitration
Association, in the state and jurisdiction where Lessor or Lessor's assignee is
located, or where Lessee is located, in accordance with the Commercial
Arbitration Rules (and Procedures For Large Cases), and judgment upon the award
rendered by the arbitrator may be entered in any court of competent
jurisdiction.  In the event Lessor or Lessor's assignee so elects to resolve any
such claim or controversy by arbitration, Lessee agrees to submit in full to
such arbitration proceeding and be bound by its rulings.

	OWNERSHIP/PERSONALTY.  The Equipment is, and shall remain, the
property of Lessor, and Lessee shall have no right, title or interest therein or
thereto except as expressly set forth in this Lease.  The Equipment shall remain
personal property regardless of whether affixed to real property, and Lessee
agrees to execute and obtain the execution of all agreements and documents in
recordable form by all parties having an interest in real property  to which the
Equipment may be affixed, as Lessor may request, to protect Lessor's title to
the Equipment.

	SECURITY DEPOSIT. Lessor shall retain the security deposit (if any)
specified as security for performance by Lessee of its obligations under this
Lease.  The security deposit shall be non-interest bearing, and if Lessee shall
default in the performance of its obligations hereunder, Lessor, may at its sole
option, apply the security deposit to such default (regardless of whether or not
such application cures such default).  This application by Lessor shall not be a
defense to any action by Lessee arising out of the default, and upon demand,
Lessee shall restore the security deposit to its full amount.  If Lessee is not
in default of this Lease, the security deposit will be returned to Lessee at the
termination of the Lease, provided Lessee, at its sole expense and cost, shall
have returned the Equipment by delivering it in the same condition as when
delivered to Lessee, reasonable wear and tear excepted, at such place or on
board carrier, packed for shipping, as Lessor may specify.

	MISCELLANEOUS.  (a) Lessor has entered into this Lease in reliance
upon Lessee's representations that this Lease is for commercial, or business
purposes and not for personal, family or household purposes of Lessee; (b) any
action by Lessee against Lessor for any default by Lessor under this Lease shall
be commenced within one (1) year after any such cause of action accrues; (c) if
for any reason this transactions is deemed not to be a Lease, Lessee hereby
grants Lessor a security interest in the Equipment; (d) all notices, consents,
instructions or requests desired or required to be given under this Lease shall
be in writing and shall become effective when delivered, or if mailed, when
deposited in the U.S. mail postage prepaid for certified or registered mail,
return receipt requested, at the address set forth in this Lease or at such
other address as such part shall from time to time designate by proper notice;
(e) no failure on the part of Lessor to exercise, and no delay in exercising,
any right or remedy under this Lease shall operate as a wavier or modify the
terms of this Lease, nor shall any single or partial exercise by Lessor of any
right or remedy preclude any other or further exercise of the same or any other
right or remedy; (f) Lessee shall promptly provide such further documents and
financial reports as Lessor may reasonably require in its normal course of
business including copies of annual financial reports, Securities Exchange
Commission reports, quarterly reports and any other information as Lessor may
reasonably require (g) no provision of this Lease which may be deemed
unenforceable shall in any way invalidate any other provision of this Lease; (h)
if any of the provisions of this Lease or documentation related thereto is
declared to be invalid or unenforceable, such provision shall be severed from
this Lease and the remaining provisions thereof shall remain in full force and
effect; (i) the original of this Lease may be microfilmed or electronically
duplicated and a photostatic copy of such microfilm or electronic duplication
may be used in all judicial and arbitration proceedings in lieu of the original
and without further foundation; (j) this Lease and all documentation executed in
connection therewith represents the entire agreement between the parties hereto
and automatically cancels and supercedes any and all prior verbal or written
understandings with respect thereto.  The Lessor may in its sole discretion
accelerate the full payment of this Lease upon the death of a natural Lessee or
Guarantor.

THIS IS A NON-CANCELLABLE LEASE

____________________

LESSEE'S INITIALS


















 

	
ACSi
	
           
 AFFILIATED CORPORATE SERVICES, INC.

1550 Waters Ridge
Drive   Lewisville, Texas 75057

(972) 221-7335   Fax (972) 221-7336

www.acsitx.com
	
(LESSOR)
	
           
             
    D-03456

LEASE NUMBER







	
CERTIFICATE OF
ACCEPTANCE

	
The undersigned hereby acknowledges receipt,
in good condition, of the Equipment described in the Business Equipment Lease or
on any schedule (the "Equipment"), after having had a reasonable
opportunity to inspect the Equipment, and unconditionally accepts the Equipment
in accordance with all of the terms and conditions of that certain Business
Equipment Lease ("Lease") dated ____________________________.

The Undersigned Lessee has selected, and requested that Lessor purchase the
Equipment under the Lease from one or more Supplier(s)/Vendor(s).  If the
Equipment is not properly installed, does not operate as represented or
warranted by said Supplier(s)/Vendor(s), or is unsatisfactory for any reason,
Lessee shall make any claim on account thereof solely against said
Supplier(s)/Vendor(s) and shall nevertheless pay Lessor all rentals payable
under the above-referenced Lease, and shall not set up against Lessee's
obligations any such claims as Defense, counter-claim, set-off, or
otherwise.

Lessee represents and warrants that none of the Equipment was delivered prior
to the date the undersigned executed the Lease unless Lessor shall have
previously consented thereto, in writing.  Lessee understands that Lessor is
relying upon this certificate as a condition for making payment for the cost of
the Equipment to the Supplier(s)/Vendor(s).  Lessee is hereby notified that
Lessee may have rights under the contract for purchase between the
Supplier(s)/Vendors and Lessor.  Lessee should contact the Supplier(s)/Vendor(s)
for a complete description of any such rights.

LESSEE AGREES THAT THE EQUIPMENT IS LEASED "AS IS" AND THAT LESSOR
HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR
DURABILITY OF THE EQUIPMENT FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER
REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, WITH RESPECT THERETO, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

DO NOT SIGN THIS ACCEPTANCE UNTIL YOU HAVE ACTUALLY RECEIVED ALL THE
EQUIPMENT SET FORTH IN THE ABOVE-REFERENCED LEASE.

I HEREBY AUTHORIZE, ___________________________________________________,


TITLE

TO ORALLY VERIFY MY/OUR ACCEPTANCE OF
THE ABOVE REFERENCED EQUIPMENT IN MY ABSENCE. 

LESSEE INITIALS

LESSEE:
            &
nbsp;  Egghead.Com, Inc.DATE OF ACCEPTANCE:


BY TITLE 





















 

PAYMENT ADDENDUM



LEASE # D-03456



BETWEEN Egghead.Com, Inc (LESSEE)



AND AFFILIATED CORPORATE SERVICES, INC. (LESSOR)


The parties have entered into the above referenced Lease for the Lessee,
equipment, and  terms more fully described in said Agreement. The Payment
Schedule for said Lease is set forth below:


The terms of payment shall be:

Eighteen (18) Monthly Payments as follows:


First payment: $66,000.00 plus applicable taxes

Second payment: $132,750.00 plus applicable taxes

Remaining Sixteen (15) monthly payments: $66,000.00 plus applicable taxes


One (1) $600,000.00 Irrevocable
Standby Letter of Credit with Automatic

Renewal per the Attached Exhibit "B"





By signing the Addendum, Lessee acknowledges the above changes to the Lease
Agreement and authorizes Lessor to make such changes.



 
	

LESSOR:

Affiliated Corporate Services, Inc.



SIGNATURE



TITLE



DATE


	

LESSEE:

Egghead.Com, Inc.



SIGNATURE



TITLE



DATE























COMPUTER SOFTWARE
ADDENDUM


This addendum, is incorporated into and
made a part of this Lease Number D-03456 by and between Affiliated
Corporate Services, Inc.("Lessor") and Egghead.Com, Inc. ("Lessee")
Capitalized terms used but not defined herein shall have the same meaning given
to them in the Lease.


In order to accommodate the inclusion of certain computer software
("Software") in the lease financing to be provided under the Lease, the parties
hereto agree as follows:

1.Lessee acknowledges and agrees that Lessor does not have title to the
software but is only providing lease financing for the same.


2.Lessee has entered into a Software License Agreement ("Agreement") with
the Software's Licensor, ("Licensor") pursuant to which the Licensor has
licensed to Lessee the right to use the software program defined therein.


3.Lessee acknowledges that lessor makes no warranties, expressed or
implied, including warranties of merchantability or fitness for a particular
purpose or with respect to patent, copyright infringement, title, or the
like.


4.Lessee agrees that lessor shall not be requires to perform any of the
licensor's obligations under the agreement and that the lessee will look solely
to the licensor for performance of such obligations.


5.Lessee shall indemnify, hold harmless, and if Lessor requests, defend
Lessor against all claims directly or indirectly arising out of or connected
with the software, the Agreement or any related document or instrument. "Claims"
means all losses liabilities, damages, penalties, expenses (including legal fees
and costs); claims actions and suits, whether in contract or in tort whether
caused by Lessor's negligence or otherwise and whether based on a theory of
strict liability or otherwise, including but not limited to, matters regarding;
(a) the selection, manufacturer, purchase, acceptance, rejection, ownership,
possession, use or condition of the software (b) any latent defects or other
defects in the Software, whether or not discoverable by Lessor; or (c) patent,
trademark or copyright infringements.


6.Lessee's obligation, to make lease payments and pay lessor all other
amounts owed under the lease, shall remain and continue in full force and in
accordance with the terms and conditions of the lease and in no way shall be
diminished on account of the agreement.




This Addendum supplements and amends the Lease only to the extent and in the
manner set forth, and in all other respects the Lease shall remain in full force
and effect.


IN WITNESS WHEREOF: the parties hereto have caused this Addendum to be
executed
by their duly authorized officers this _______ day of___________________,2001.


 
	

Egghead.Com, Inc.



By:__________________________________

Title:__________________________________


	

Affiliated Corporate Services, Inc.



By:__________________________________

Title:__________________________________























ACSiAFFILIATED CORPORATE SERVICES, INC.

1550 Waters Ridge Drive
  Lewisville, TX 75057   972/221-7335   FAX 972/221-7336

Web Site: www.acsitx.com   E-mail Address: acsi@acsitx.com


Purchase Option Rider


Purchase Option Rider to Lease Number D-03456 dated _______________,
2001 (the "Lease") between the undersigned parties.


So long as no Event of Default has occurred and is continuing under the Lease
and upon not less than 90 days' prior written notice, Lessee shall have the
option, upon expiration of the Lease Term if the above-referenced Lease (the
"Initial Term"), to purchase all, but not less than all, of Lessor's right,
title and interest in and to the Equipment for a purchase price equal to (a) the
greater of (I) the Fair Market Value of the Equipment (hereinafter defined) as
of the end of the Initial Term, or (ii) $1,000,000.00 plus (b) any sales,
use, property or excise taxes on or measured by such sale and any other expenses
of transfer (all of the foregoing being collectively referred to herein as the
"Purchase Price") , or (iii) re-negotiate an additional eighteen, (18) month
term acceptable to all parties.


The Fair Market Value of the Equipment shall be determined by agreement of
Lessor and Lessee or, if the parties cannot agree on the Fair Market Value, by
an appraiser selected by Lessee whose appraisal shall be at Lessee's expense and
furnished not later that 30 days prior to the expiration of the Initial Term and
shall be binding on the parties.


All capitalized terms not defined herein shall have meanings set forth in the
Lease.


Dated:_________________,2001.



 
	

AFFILIATED CORPORATE SERVICES, INC



By:__________________________________

Title:__________________________________


	

LESSEE: Egghead.Com, Inc.



By:__________________________________

Title:__________________________________
























EXHIBIT "B"

LETTER OF CREDIT INFORMATION


 DATE OF ISSUE:



BENEFICIARY:

Affiliated Corporate Services, Inc.

1550 Waters Ridge Drive

Lewisville, Texas 75057-6011


 

Amount: $600,000.00


WE HEREBY ISSUE THIS IRREVOCABLE STANDBY LETTER OF CREDIT IN
YOUR FAVOR WHICH IS AVAILABLE AT SIGHT BY DRAFTS DRAWN ON _________________ BANK
PRIOR TO THE EXPIRATION DATE OF __________________ BEARING THE CLAUSE DRAWN
UNDER IRREVOCABLE STANDBY LETTER OF CREDIT NO:____ ON BEHALF OF _______________
AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:


A STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF AFFILIATED CORPORATE SERVICES, INC OR ITS ASSIGNS STATING AS
FOLLOWS:

"The Beneficiary, Affiliated
Corporate Services, Inc. and/or its assigns requires payment of $__________
under this Standyby Letter of Credit dated _________________, 2001.




IT IS A CONDITION OF THIS LETTER OF
CREDIT THAT IT IS CONSIDERED BY US AS AUTOMATICALLY EXTENDED FOR PERIODS OF ONE
(1) YEAR EACH FROM THE THEN RELEVANT EXPIRATION DATE WITHOUT AMENDMENT UNLESS WE
NOTIFY YOU OR YOUR ASSIGNS BY REGISTERED AIRMAIL AT LEAST THIRTY (30) DAYS PRIOR
TO THE THEN RELEVANT EXPIRATION DATE, THAT WE ELECT NOT TO EXTEND THIS LETTER OF
CREDIT FOR ANY ADDITIONAL PERIOD.


THIS CREDIT IS TRANSFERABLE AND ASSIGNABLE. SHOULD THIS
CREDIT BE TRANSFERRED OR ASSIGNED WE ARE TO BE NOTIFIED BY REGISTERED MAIL OF
ASSIGNEE AND THEIR ADDRESS.


WE HEREBY ENGAGE WITH YOU THAT DRAFTS DRAWN IN CONFORMITY
WITH THE TERMS OF THIS CREDIT WILL BE DULLY HONORED ON PRESENTATION TO US ON OR
BEFORE EXPIRY DATE, SUBJECT TO UCP 400. REV. 1983