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To: Don Wellington Jr. who wrote (4888)	11/26/1999 5:32:00 PM
From: RockyBalboa	Read Replies (1) \| Respond to of 4903

Egghead Management at the Merger meeting Nov. 4th, the additional shares were needed to even out all employee's stock option plans. Interesting reasoning. I always though that it is sufficient -to file an S-8, or Amended S-8 dscribing the employee options plan. -to check and, if necessary, increase the "authorized shares" so that a subsequent registration of the (from time to time) vesting shares is covered. The reasoning to do a secondary offering because of an options plan is at least funny (if not an outright humbug). Or, have you asked the wrong question. Has the management answered a question regarding the "authorized shares". ???????

To: Don Wellington Jr. who wrote (4888)	11/27/1999 10:17:00 AM
From: polarisnh	Read Replies (2) \| Respond to of 4903

Don, I have to follow up on that one myself. You mean to tell me that Egghead authorized up to 5 million shares in an SPO to 'even out' employee stock option plans? That doesn't sound right to me. If they came out and said that they wanted the additional shares to allow them to survive until profitability arrives I might have been able to swallow it. But to say that they are using the additional shares to even out employee stock options is a little tough to take. I wish that they would have kept quiet until Christmas. Right now there is a dark cloud hanging over the stock price in my mind. Cheers, Steve