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        
|1350 Willow Road                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Menlo Park                                                                                                                                                    | San Mateo         | CA           
|SUPPLIER/VENDOR NAME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ADDRESS                                                                                                                                                       | CITY              | STATE        
|Ecometry                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 1615 S. Congress Avenue                                                                                                                                       | Delray Beach      | FL           
|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        
|If Other Than Billing
Address                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 1350 Willow Road                                                                                                                                              | Menlo Park        | CA           
|PAYMENT DUE
DATE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | RENT
PAYMENTS                                                                                                                                                 | SECURITY
DEPOSITS | SALES/USE
TAX
|Of Each
Month                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | $ **             Monthly                                                                                                                                      | (if any)
$	0.00   | $	**         
|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:
TITLE	DATE
BY:
TITLE	DATE

WITNESS:

PRINT NAME:                                                                                

1. FINANCE LEASE STATUS
2. LESSEE INDEMNIFICATION
3. POWER OF ATTORNEY/FINANCING STATEMENTS
4. LESSOR TERMINATION BEFORE EQUIPMENT ACCEPTANCE
5. LOCATION AND INSPECTION
6. USE OF EQUIPMENT
7. LESSEE REPRESENTATIONS
8. INSURANCE
9. RISK OF LOSS
10. RETURN OF EQUIPMENT
11. DEFAULT
12. REMEDIES OF LESSOR
13. LESSEE'S WAIVERS
14. ASSIGNMENT BY LESSOR
15. NO LESSEE ASSIGNMENT OR SUBLEASE
16. CONSENT TO JURISDICTION; VENUE; ARBITRATION
17. OWNERSHIP/PERSONALTY
18. SECURITY DEPOSIT
19. MISCELLANEOUS

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, ___________________________________________________,TITLETO ORALLY VERIFY MY/OUR ACCEPTANCE OF
THE ABOVE REFERENCED EQUIPMENT IN MY ABSENCE. LESSEE INITIALSLESSEE:&
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) $600,000.00Irrevocable
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-03456by 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:__________________________________
|------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------

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ACSi

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:__________________________________
|----------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------

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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

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