FIRST AMENDMENT
                                      TO
                   LEASE TERMINATION AND RENT PAYMENT AGREEMENT


THIS AMENDMENT, dated as of June 14, 1994, is made by and 
between Sammamish Park Place II Limited Partnership, a Washington 
limited partnership ("Landlord"), and DJ&J Software Corporation, a 
Washington corporation, d.b.a. Egghead Discount Software ("Tenant" or 
"Egghead") (hereinafter "First Amendment").

THIS FIRST AMENDMENT relates to that Lease Termination And 
Rent Payment Agreement dated the 14th day of June, 1994, between 
Landlord and Tenant ("Lease Termination Agreement").

RECITAL

It is the desire of the parties to amend Paragraphs 13 and 
15c. of the Lease Termination and Rent Payment Agreement.


NOW THEREFORE, Egghead and Landlord agree as follows:

1.	Paragraph 13, "New Lease," is hereby deleted in its entirety and 
replaced as follows:

13.	New Lease.  Upon termination of the Microsoft Lease and 
vacation of the Premises by Microsoft after the date the Full 
Amount becomes payable under Paragraph 9 and before November 1, 
1999, Egghead and Landlord agree to promptly sign a new lease of 
the Premises containing the same terms and conditions as the 
Existing Lease for the remainder of what would have been the 
Existing Lease's originally scheduled term (the "New Lease"); 
provided Egghead shall have no liability for circumstances or 
events involving the Premises, and for the use or condition of the 
Premises, during any period after the Existing Lease was 
terminated and before the commencement date of the New Lease; and 
further provided Landlord shall have no obligation to alter or 
restore the Premises to the condition existing during the Existing 
Lease whether or not the parties enter into a New Lease.  When the 
parties enter into a New Lease, then there will be no further 
Improvement Allowance, as provided for under Section 22.2 of the 
Existing Lease, and Egghead is not required to pay the Full Amount 
called for under Section 9 above because Egghead shall be paying 
rent and operating costs under the New Lease.  The commencement 
date of the New Lease is the date the Full Amount first becomes 
payable under Paragraph 9.


2.	Paragraph 15(c) is hereby deleted in its entirety and replaced as 
follows:

15c.	Egghead is not entitled to assert any breach of the 
Microsoft Lease by either Landlord or Microsoft thereunder as a 
basis of any claim against either Landlord or Microsoft.

3.	This Agreement may be executed in duplicate, each of which shall 
be deemed an original and in counterparts, together which shall 
constitute one and the same Agreement.

4.	Except as is herein amended, the Lease Termination Agreement is 
hereby ratified and confirmed and all other terms of the Lease 
Termination Agreement shall remain in full force and effect, unaltered 
and unchanged by this subsequent agreement.

IN WITNESS WHEREOF, the respective parties hereto have executed 
this First Amendment or caused this First Amendment to be executed by 
their duly authorized representatives the day and year first hereon 
written.


                                 LANDLORD:

                                 Sammamish Park Place II Limited Partnership,
                                 a Washington limited partnership

                                 By:	Vyzis Company, a Washington corporation,
                                 Managing General Partner

                                 By:  Basil D. Vyzis, President


                                TENANT:

                                DJ&J Software Corporation, 
                                a Washington corporation, 
                                d.b.a. Egghead Software

                                By:  Ronald J. Smith, Vice President



                      LANDLORD'S ACKNOWLEDGMENT


On this 3rd day of October, 1994, before me the undersigned, 
a Notary Public in and for the State of Washington, personally appeared 
Basil D Vyzis, the President of Vyzis Company, to me known to be the 
corporation that is the Managing General Partner of Sammamish Park Place 
II Limited Partnership, the partnership that executed the foregoing 
instrument, and acknowledged said instrument to be the free and 
voluntary act and deed of said partnership, for the uses and purposes 
therein mentioned, and on oath stated that he is authorized to execute 
the said instrument on behalf of the partnership.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official 
seal the day and year first above written.

Name (Printed):  Sheila J. Gill
NOTARY PUBLIC in and for the State 
of
Washington, residing at Kirkland
My commission expires:  5-25-96


                           TENANT'S ACKNOWLEDGMENT


STATE OF WASHINGTON

COUNTY OF KING

On this 23rd day of September, 1994, before me the 
undersigned, a Notary Public in and for the State of Washington, duly 
commissioned and sworn, personally appeared Ronald J. Smith to me known 
to be the Vice President of DJ&J Software Corporation, the corporation 
that executed the within and foregoing instrument, and acknowledged the 
same instrument to be the free and voluntary act and deed of said 
corporation for the uses and purposes therein mentioned, and on oath 
stated that he is authorized to execute said instrument.

IN WITNESS WHEREOF my hand and official seal hereto affixed 
the day and year in this instrument above written.

Name (Printed):  Alice L. Ferguson
NOTARY PUBLIC in and for the State 
of
Washington, residing at Kirkland
My commission expires:  12-05-97