EGGHEAD, INC.

             THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 
                 SPECIAL MEETING OF SHAREHOLDERS -- AUGUST 14, 1997

The undersigned hereby appoint(s) George P. Orban and Brian W. Bender and 
each of them as proxies, with full power of substitution, to represent and 
vote as designated all shares of Common Stock of Egghead, Inc. held of record 
by the undersigned on July 8, 1997 at the Special Meeting of Shareholders of 
the Company to be held at the Crescent Court Ballroom, West 707 Main Street, 
Spokane, Washington, at 9:00 a.m., local time, on Thursday, August 14, 1997, 
with authority to vote upon the matter listed below and with discretionary 
authority as to any other matters that may properly come before the meeting 
or any adjournment or postponement thereof.



               IMPORTANT--PLEASE DATE AND SIGN ON THE OTHER SIDE

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  Please mark
 your votes as    /X/
 indicated in
 this example


1. APPROVAL OF ISSUANCE OF COMMON STOCK (THE "ISSUANCE") PURSUANT TO 
   AGREEMENT AND PLAN OF MERGER, DATED APRIL 30, 1997, BY AND AMONG EGGHEAD, 
   INC., NORTH FACE MERGER SUB, INC., SURPLUS SOFTWARE, INC. AND THE PRINCIPAL 
   SHAREHOLDERS OF SURPLUS SOFTWARE, INC.

                     FOR / /   AGAINST / /   ABSTAIN / /


   SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE 
SHAREHOLDER IN THE SPACE PROVIDED.  IF NO DIRECTION IS GIVEN, THIS PROXY WILL 
BE VOTED "FOR" THE ISSUANCE.

        The Board of Directors recommends a vote "FOR" the Issuance.

   Please sign exactly as your name appears hereon.  Attorneys, trustees, 
executors and other fiduciaries acting in a representative capacity should 
sign their names and give their titles.  An authorized person should sign on 
behalf of corporations, partnerships, associations, etc. and give his or her 
title.  If your shares are held by two or more persons, each person must 
sign.  Receipt of the notice of meeting and proxy statement is hereby 
acknowledged.

    / /  I plan to attend the Special Meeting

Date ___________  Signature(s) ____________________________________________

Date ___________  Signature(s) ____________________________________________

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