Exhibit 10.1

                              AMENDMENT NO. 1 TO
                               EGGHEAD.COM, INC.
                         RESTATED NONEMPLOYEE DIRECTOR
                               STOCK OPTION PLAN

     The Egghead.com, Inc. Restated Nonemployee Director Stock Option Plan (the
"Plan") is amended as follows:

     The second and third sentences of the first paragraph of Article VI of the
     Plan are hereby amended as follows:

          Upon the effective date of a dissolution or liquidation of the
          Corporation, or of a reorganization, merger or consolidation of the
          Corporation with one or more corporations that results in more than
          20% of the outstanding voting shares of the Corporation being owned by
          one or more affiliated corporations or other affiliated entities, or
          of a transfer of all or substantially all the assets or more than 20%
          of the then outstanding shares of the Corporation to another
          corporation or other entity, this Plan and all options granted
          hereunder shall terminate, unless such options are assumed in such
          transaction.  In the event of such dissolution, liquidation,
          reorganization, merger, consolidation, transfer of assets or transfer
          of stock, each optionee shall be entitled, for a period of twenty days
          prior to the effective date of such transaction, to purchase the full
          number of shares under his or her option which he or she otherwise
          would have been entitled to purchase during the remaining term of such
          options.

     The date of the adoption of this Amendment No. 1 by the Board of Directors
of the corporation is July 13, 1999.  The effective date of this Amendment No. 1
shall be July 13, 1999, the date of adoption by the Board of Directors.