215 Columbia Building (Seattle, WA) Office Lease - Pacific NW Title Building Inc. and Amazon.com Inc.


      MARTIN SMITH INC
    500 WATERMARK TOWER                                  OFFICE LEASE
     1109 FIRST AVENUE
   SEATTLE, WA 98101-2988                            215 COLUMBIA BUILDING
 TEL 682-3300 FAX 340-1283

        THIS LEASE is made this 20th day of March 1998 by and between PACIFIC NW
TITLE BUILDING, INC., a WASHINGTON CORPORATION ("Landlord"), and AMAZON.COM,
INC., a DELAWARE CORPORATION ("Tenant"), who agree as follows:

1. FUNDAMENTAL TERMS. As used in this Lease, the following capitalized terms
shall have the following meanings:

     (a) "Land" means the land on which the Building is located, situated in the
City of Seattle, County of King, State of Washington, which is described on
Exhibit A.

     (b) "Building" means the building in which the Premises are located,
commonly known as the 215 Columbia Building, the street address of which is 215
Columbia Street, Seattle, Washington 98104.

     (c) "Premises" means that certain space outlined in red in Exhibit B and
located on the third and fourth floors of the Building designated as Suite 400.

     (d) "Agreed Areas" means the agreed amount of rentable square feet of space
in the Building and the Premises. Landlord and Tenant stipulate and agree for
all purposes under this Lease that the Building contains approximately 43,840
rentable square feet of space (the "Building Area") and that the Premises
contain approximately 22,820 rentable square feet of space (the "Premises
Area"). Landlord and Tenant further agree that the Building Area may exclude
portions of the Building which are used for other than office purposes, such as
areas used for retail purposes or for storage purposes.

     (e) "Tenant's Share" means the Premises Area divided by the Building Area,
expressed as a percentage, which is fifty-two and five one-hundredths percent
(52.05%).

          If a portion of the Building is damaged or condemned, or any other
event occurs which alters the number of rentable square feet of space in the
Premises or the Building, then Landlord shall adjust Tenant's Share to equal the
number of rentable square feet of space then existing in the Premises (as
altered by such event) divided by the number of rentable square feet of space
then existing in the Building (as altered by such event).

     (f) "Commencement Date" means May 1, 1998, or such earlier date as
provided in Section 4 hereof.

     (g) "Expiration Date" means May 31, 1999.

     (h) "Term" means the period of time commencing on the Commencement Date and
ending on the Expiration Date, unless sooner terminated pursuant to this Lease.

     (i) "Minimum Monthly Rent" means Twenty-eight Thousand Five Hundred
Twenty-five and 00/100ths Dollars ($28,525.00) per month during the Term of this
Lease:

     (j) "Permitted Use" means use for purposes of general business/
administrative offices for an internet-based bookseller.

     (k) "Base Year" means the calendar year 1998.

     (l) "Prepaid Rent" means Twenty-eight Thousand Five Hundred Twenty-five and
00/100ths Dollars ($28,525.00).

     (m) "Security Deposit" means Twenty-eight Thousand Five Hundred Twenty-five
and no/100ths Dollars ($28,525.00).

     (n) "Landlord's Address for Notice" means 215 Columbia Building, c/o Martin
Smith Inc, 1109 First Avenue, Suite 500, Seattle, Washington 98101-2988.

     (o) "Landlord's Address for Payment of Rent" means 215 Columbia Building,
c/o Martin Smith Inc, 1109 First Avenue, Suite 500, Seattle, Washington
98101-2988.

     (p) "Tenant's Address for Notice" means Amazon.com, Inc., Attn: General
Counsel, 1516 Second Avenue, Suite 400, Seattle, Washington 98104.

     (q) "Landlord's Agent" means Martin Smith Inc or such other agent as
Landlord may appoint from time to time.


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     (r) "Broker(s)" means Martin Smith Inc representing the Landlord and
Washington Partners, Inc. representing the Tenant.

     (s) "Exhibits" means the following Exhibits to this Lease:

             Exhibit A - Legal Description of the Property
             Exhibit B - Outline Drawing of the Premises
             Exhibit C - Work Letter
             Exhibit D - Rules and Regulations

     (t) "Rider" means the following Rider which is attached hereto: Rider dated
March 20, 1998 by and between PACIFIC NW TITLE BUILDING, INC., A WASHINGTON
CORPORATION ("Landlord"), and AMAZON.COM, INC., A DELAWARE CORPORATION
("Tenant").

     (u) "Definitions" means the words and phrases defined in Section 42
captioned "Definitions".

2. PREMISES. Landlord leases to Tenant and Tenant leases from Landlord the
Premises for the Term.

3. APPURTENANCES. Tenant, and its authorized representatives, shall have the
right to use, in common with others and subject to the Rules and Regulations,
the Common Areas of the Building. Landlord shall have the right, in Landlord's
sole discretion, from time to time to (i) make changes to the Building interior
and exterior and Common Areas, including without limitation, changes in the
location, size, shape, number and appearance thereof, (ii) to close temporarily
any of the Common Areas for maintenance purposes so long as reasonable access to
the Premises remains available, and (iii) to use the Common Areas while engaged
in making additional improvements, repairs or alterations to the Building. All
of the windows and exterior walls of the Premises and any space in the Premises
used for shafts, stacks, pipes, conduits, ducts, electrical equipment or other
utilities or Building facilities are reserved solely to Landlord and Landlord
shall have rights of access through the Premises for the purpose of operating,
maintaining and repairing the same, provided, however, that such changes shall
not materially affect Tenant's access to, or use and occupancy of, the Premises.

4. TERM.

     (a) COMMENCEMENT DATE. This Lease shall become legally binding as of the
earlier of the date Landlord and Tenant execute this Lease or the date Tenant
enters onto the Premises or any portion thereof with Landlord's consent, and
shall remain in full force and effect thereafter until the expiration of the
Term, unless sooner terminated pursuant to this Lease. The Term shall commence
on the Commencement Date and expire on the Expiration Date, unless sooner
terminated pursuant to this Lease. The Commencement Date shall be the date
specified in Section 1.

          (i) Notwithstanding anything to the contrary in this Section, Tenant
shall have the right to enter onto the Premises at any time after full execution
of this Lease by Landlord and Tenant solely for the purpose of installation of
cabling, communications equipment, office equipment and office furniture. No
Rent shall be due for such early access to the Premises.

          (ii) If Tenant shall occupy the Premises or any portion thereof for
the Permitted Use prior to the Commencement Date specified in Section 1 then
Tenant shall pay Minimum Monthly Rent for such occupancy from and after the date
of such early occupancy. Landlord acknowledges that Tenant intends to occupy the
third floor in the Premises for the operation of its business as soon as
possible, and Tenant may so occupy the third floor prior to the Commencement
Date.

     (b) TENANT TERMINATION RIGHTS. If Landlord is unable to deliver possession
of the Premises to Tenant on the Commencement Date as a result of causes beyond
its reasonable control, Landlord shall not be liable for any damage caused by
failing to deliver possession and this Lease shall not be void or voidable.
Tenant shall not be liable for Rent until Landlord delivers possession of the
Premises to Tenant. No delay in delivery of possession of the Premises to Tenant
shall change the Expiration Date or operate to extend the Term. If Landlord does
not deliver possession of the Premises to Tenant within thirty (30) days of the
Commencement Date, then Tenant may elect to terminate this Lease by giving
notice to Landlord within thirty (30) days following the end of such thirty (30)
day period.

     (c) CONFIRMATION OF COMMENCEMENT DATE. When the Commencement Date as
provided herein has been established as an earlier or later date than the
Commencement Date specified in Section 1, Landlord shall confirm the
Commencement Date by notice to Tenant.

5. MINIMUM MONTHLY RENT; LATE CHARGE.

     (a) MINIMUM MONTHLY RENT. Tenant shall pay to Landlord the Minimum Monthly
Rent without deduction, offset, prior notice or demand, in advance on the first
day of each month during the Term. Minimum Monthly Rent for any partial month
shall be prorated at the rate of 1/30th of the Minimum Monthly Rent per day.
Minimum Monthly Rent is exclusive of any sales, franchise, business or
occupation or other tax based on rents (other than Landlord's general income
taxes) and should such taxes apply during the Term, the Minimum Monthly Rent
shall be increased by the amount of such taxes. All Rent shall be paid to
Landlord at Landlord's Address for Payment of Rent or at such other address as
Landlord may specify by notice to Tenant.

     (b) LATE CHARGE. Tenant acknowledges that the late payment by Tenant of any
Rent will cause Landlord to incur administrative, collection, processing and
accounting costs and expenses not contemplated under this Lease, the exact
amount of which are extremely difficult or impracticable to fix. Therefore, if
any

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Rent is not received by Landlord from Tenant by the fifth (5th) business day
after such Rent is due, Tenant shall immediately pay to Landlord a late charge
equal to five percent (5%) of the amount of such Rent or Seventy-five and
No/100th Dollars ($75.00), whichever is greater. Landlord and Tenant agree that
this late charge represents a reasonable estimate of such costs and expenses and
is fair compensation to Landlord for its loss caused by Tenant's nonpayment.
Should Tenant pay said late charge but fail to pay contemporaneously therewith
all unpaid amounts of Rent, Landlord's acceptance of this late charge shall not
constitute a waiver of Tenant's default with respect to Tenants nonpayment nor
prevent Landlord from exercising all other rights and remedies available to
Landlord under this Lease or under law.

6. PREPAID RENT AND SECURITY DEPOSIT. On execution of this Lease, Tenant shall
deposit with Landlord the Prepaid Rent, as monthly rent for the first full month
of the Term for which Rent is payable, and the Security Deposit, as a Security
Deposit for the performance by Tenant of the provisions of this Lease. If Tenant
is in default, Landlord may use the Security Deposit, or any portion of it, to
cure the default, including without limitation, paying for the cost of any work
necessary to restore the Premises, the Tenant improvements and any alterations
to good condition or to compensate Landlord for all damage sustained by Landlord
resulting from Tenant's default. Tenant shall within five (5) days of demand pay
to Landlord a sum equal to the portion of the Security Deposit expended or
applied by Landlord as provided in this Section so as to maintain the Security
Deposit in the sum initially deposited with Landlord. If Tenant is not in
default as of the expiration or termination of the Term, including without
limitation, in default in payment of the Rent for the last month of the Term,
then Landlord shall return the Security Deposit, without interest, to Tenant
within a reasonable period of time after the expiration or termination of the
Term. Landlord's obligations with respect to the Security Deposit are those of a
debtor and not a trustee. Landlord may commingle the Security Deposit with
Landlord's general and other funds.

7. REAL PROPERTY TAXES.

     (a) PAYMENT OF TENANT'S SHARE OF INCREASES IN REAL PROPERTY TAXES.
Commencing January 1, 1999, Tenant shall pay to Landlord, as Additional Rent,
monthly, in advance on the first day of each month during the Term, an amount
equal to one-twelfth (1/12th) of Tenant's Share of all increases in Real
Property Taxes that are or will be levied or assessed against the Property
during each calendar year during the Term over and above the Real Property Taxes
that are levied or assessed against the Property during the Base Year as
reasonably estimated by Landlord. Such Additional Rent is exclusive of any
sales, franchise, business or occupation or other tax based on rents and should
such taxes apply during the Term, such Additional Rent shall be increased by the
amount of such taxes. Within one hundred twenty (120) days after the end of each
calendar year during the Term, Landlord shall furnish to Tenant a statement of
the Real Property Taxes for the preceding calendar year and Tenant's Share of
the increase in Real Property Taxes. If Tenant's Share of the increase in such
Real Property Taxes for that calendar year over such Real Property Taxes for the
Base Year exceeds the monthly payments made by Tenant, then Tenant shall pay
Landlord the deficiency within thirty (30) days after receipt of the statement.
If Tenant's payments made during that calendar year exceed Tenant's Share of the
increase in such Real Property Taxes for that calendar year over such Real
Property Taxes for the Base Year, then, at Landlord's option, either Landlord
shall pay Tenant the excess at the time Landlord furnishes the statement to
Tenant, or Tenant shall be entitled to offset the excess against the next
installment(s) of Minimum Monthly Rent and Additional Rent, provided, however,
that at the end of the Term Landlord shall pay Tenant the excess at the time
Landlord furnishes the statement to Tenant.

     (b) GENERAL AND SPECIAL ASSESSMENTS. With respect to any general or special
assessments which may be levied against or upon the Property, or which under the
laws then in force may be evidenced by improvement or other bonds or may be paid
in annual installments, only the amount of such annual installment, and interest
due thereon, shall be included in the computation of Real Property Taxes.

     (c) PRORATION. Tenant's Share of Real Property Taxes shall be prorated on
the basis of a 360-day year to account for any fractional portion of a tax year
included in the Term at its commencement and expiration.

     (d) NO EFFECT ON MINIMUM MONTHLY RENT. Notwithstanding anything to the
contrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no
event be less than the Minimum Monthly Rent specified in Section 1.

8. PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all personal
property taxes assessed against and levied upon trade fixtures, furnishings,
equipment and all other personal property of Tenant contained in the Premises or
elsewhere. If possible, Tenant shall cause such trade fixtures, furnishings,
equipment and all other personal property of Tenant to be assessed and billed
separately from the Property.

9. OPERATING COSTS.

     (a) PAYMENT OF TENANT'S SHARE OF INCREASES IN OPERATING COSTS. Commencing
January 1, 1999, Tenant shall pay to Landlord, as Additional Rent, monthly, in
advance on the first day of each month during the Term, an amount equal to
one-twelfth (1/12th) of Tenant's Share of the increase in the Operating Costs of
the Property for each calendar year during the Term over the Operating Costs for
the Base Year as reasonably estimated by Landlord. Landlord shall reasonably
estimate the Operating Costs for the Base Year and for each calendar year during
the Term based on the Operating Costs that would have been incurred if the
Building had been 95% occupied during the Base Year or each such calendar year,
as the case may be, taking into account historical operating costs for the
Building. Such Additional Rent is exclusive of any sales, franchise, business or
occupation or other tax based on rents and should such taxes apply during the
Term, such Additional Rent shall be increased by the amount of such taxes.
Within one hundred twenty (120) days after the end of each calendar year during
the Term, Landlord shall furnish to Tenant a statement of the Operating Costs
for the preceding calendar year and Tenants Share of the increase in the
Operating Costs. If Tenant's Share of the


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increase in the Operating Costs for that calendar year over the Operating Costs
for the Base Year exceeds the monthly payments made by Tenant, then Tenant shall
pay Landlord the deficiency within thirty (30) days after receipt of the
statement. If Tenant's payments made during that calendar year exceed Tenant's
Share of the increase in the Operating Costs for that calendar year over the
Operating Costs for the Base Year, then, at Landlord's option, either Landlord
shall pay Tenant the excess at the time Landlord furnishes the statement to
Tenant, or Tenant shall be entitled to offset the excess against the next
installment(s) of Minimum Monthly Rent and Additional Rent, provided, however,
that at the end of the Term Landlord shall pay Tenant the excess at the time
Landlord furnishes the statement to Tenant.

     (b) PRORATION. Tenant's Share of Operating Costs shall be prorated on the
basis of a 360 day year to account for any fractional portion of a year included
in the Term at its commencement and expiration.

     (c) NO EFFECT ON MINIMUM MONTHLY RENT. Notwithstanding anything to the
contrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no
event be less than the Minimum Monthly Rent specified in Section 1.

     (d) RIGHT TO EXAMINE LANDLORD'S BOOKS AND RECORDS. Tenant or its authorized
representative shall have the right to examine Landlord's books and records
relating to Operating Costs of the Property upon reasonable prior notice
specifying such records Tenant desires to examine, during normal business hours
at the place or places where such records are normally kept by sending such
notice no later than ninety (90) days following the furnishing of the Landlord's
statement of the Operating Costs for the preceding calendar year and Tenant's
Share of the increase in the Operating Costs. Tenant may take exception to
matters included in Operating Costs, or Landlord's computation of Tenant's
Share, by sending notice specifying such exception and the reasons therefor to
Landlord no later than thirty (30) days after Landlord makes such records
available for examination. Landlord's statement of the Operating Costs for the
preceding calendar year and Tenant's Share of the increase in the Operating
Costs shall be considered final, except as to matters to which exception is
taken after examination of Landlord's books and records relating to Operating
Costs of the Property in the foregoing manner and within the foregoing times.
Tenant acknowledges that Landlord's ability to budget and incur expenses depends
on the finality of such statement, and accordingly agrees that time is of the
essence of this Section. If Tenant takes exception to any matter contained in
such statement as provided herein, Landlord shall refer the matter to an
independent certified public accountant, whose certification as to the proper
amount shall be final and conclusive as between Landlord and Tenant. Tenant
shall promptly pay the cost of such certification unless such certification
determines that Landlord's statement of the Operating Costs overstated the
Operating Costs by more than five percent (5%). Pending resolution of any such
exceptions in the foregoing manner, Tenant shall continue paying Tenant's Share
of Operating Costs in the amounts determined by Landlord, subject to adjustment
after any such exceptions are so resolved. If such certification determines that
Landlord's statement of the Operating Costs overstated the Operating Costs, then
Tenant shall receive a credit for Tenant's Share of the amount of such
overstatement against payments of Rent next due.

10. USE. Tenant shall use the Premises for the Permitted Use and for no other
use without Landlord's prior consent. Tenant agrees that it has determined to
its satisfaction that the Premises can be used for the Permitted Use. Tenant
waives any right to terminate this Lease if the Premises cannot be used for the
Permitted Use during the Term unless the prohibition on use is the result of
actions taken by Landlord. Tenant's use of the Premises shall be in accordance
with the following:

     (a) INSURANCE. Tenant shall not do, bring, or keep anything in or about the
Premises or the Property that will cause a cancellation of any insurance
covering the Property. If the rate of any insurance carried by Landlord on the
Property as published by the Washington Survey and Rating Bureau, or any
successor rating bureau or agency, is increased as a result of Tenant's use,
then Tenant shall pay to Landlord not less than ten (10) days before the date
Landlord is obligated to pay a premium on the Insurance, a sum equal to the
difference between the original premium and the Increased premium.

     (b) COMPLIANCE WITH LAWS. Tenant shall comply with all Laws concerning the
Premises and Tenant's use of the Premises. Landlord shall comply with all Laws
concerning the Building and the Building common areas and the operation and
maintenance thereof.

     (c) WASTE, NUISANCE AND IMPROPER USE. Tenant shall not use the Premises in
any manner that will constitute waste, nuisance or unreasonable annoyance to
other tenants in the Building, including without limitation, (i) the use of
loudspeakers or sound or light apparatus that can be heard or seen outside the
Premises, (ii) for cooking or other activities that cause odors that can be
detected outside the Premises, or (iii) for lodging or sleeping rooms.

     (d) DAMAGE TO PROPERTY. Tenant shall not do anything in, on or about the
Premises that will cause damage to the Property.

     (e) RULES AND REGULATIONS. Tenant and its authorized representatives shall
comply with the Rules and Regulations set forth on Exhibit D attached hereto.
Landlord shall have the right to amend, on thirty (30) days advance written
notice, the Rules and Regulations from time to time. In the event of a conflict
between this Lease and the Rules and Regulations, as amended, this Lease shall
control. Landlord shall have the right to enforce the Rules and Regulations.
Landlord shall have no liability or responsibility whatsoever with respect to
the noncompliance by other tenants or their authorized representatives with any
of such Rules and Regulations.

11. HAZARDOUS SUBSTANCES. Tenant shall not dispose of or otherwise allow the
release of any Hazardous Substances in, on or under the Premises, or the
Property, or in any tenant improvements or alterations placed on the Premises by
Tenant. Tenant represents and warrants to Landlord that Tenant's intended use of
the


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Premises does not involve the use, production, disposal or bringing on to the
Premises of any Hazardous Substances, except for products normally used in
general business offices which constitute Hazardous Substances, provided that
such products are used, stored and disposed of in accordance with applicable
laws and manufacturers and supplier's guidelines. Tenant shall promptly comply
with all laws and with all orders, decrees or judgments of governmental
authorities or courts having jurisdiction, relating to the use, collection,
treatment, disposal, storage, control, removal or cleanup of Hazardous
Substances, on or under the Premises or the Property, or incorporated in any
tenant Improvements or alterations, at Tenant's expense.

     (a) COMPLIANCE; NOTIFICATION. After notice to Tenant and a reasonable
opportunity for Tenant to effect such compliance, Landlord may, but is not
obligated to, enter upon the Premises and take such actions and incur such costs
and expenses to effect such compliance as it deems advisable to protect its
interest in the Premises and the Property, provided, however that Landlord shall
not be obligated to give Tenant notice and an opportunity to effect such
compliance if (i) such delay might result in material adverse harm to the
Premises, or the Property, or (ii) an emergency exists. Tenant shall reimburse
Landlord for the full amount of all costs and expenses incurred by Landlord in
connection with such compliance activities, and such obligation shall continue
even after expiration or termination of the Term. Tenant shall notify Landlord
immediately of any release of any Hazardous Substances on the Premises or the
Property.

     (b) INDEMNITY BY TENANT. Tenant agrees to hold Landlord harmless from and
against any and all damages, charges, cleanup costs, remedial actions, costs and
expenses, which may be imposed on, incurred or paid by, or asserted against
Landlord, the Premises or the Property by reason of, or in connection with (1)
any misrepresentation, breach of warranty or other default by Tenant under this
Lease, or (2) the acts or omissions of Tenant, its authorized representatives,
or any subtenant or other person for whom Tenant would otherwise be liable,
resulting in the release of any Hazardous Substances on the Premises or the
Property.

     (c) INDEMNITY BY LANDLORD. Landlord agrees to hold Tenant harmless from and
against any and all damages, charges, cleanup costs, remedial actions, costs and
expenses, which may be imposed on, incurred or paid by, or asserted against
Tenant, the Premises or the Property by reason of, or in connection with (i) any
misrepresentation, breach of warranty or other default by Landlord under this
Lease or (ii) the acts or omissions of Landlord, its authorized representatives,
or any other person for whom Landlord would otherwise be liable, resulting in
the release of any Hazardous Substances on the Premises or the Property.

     (d) ACKNOWLEDGMENT AS TO HAZARDOUS SUBSTANCES. Tenant acknowledges that the
Premises may contain Hazardous Substances, and Tenant accepts the Premises and
the Building notwithstanding such Hazardous Substances. Landlord represents to
Tenant that, to the best of Landlord's knowledge without independent
investigation or inquiry, as of the date of execution of this Lease; (i) there
has been no release in the Premises or the Building of any Hazardous Substances
in violation of any applicable Laws, and (ii) the Premises and the Building
contain no asbestos-containing materials. The term "Landlord's knowledge" means
and includes only the actual knowledge of Landlord, without giving effect to any
principles of imputed or constructive knowledge and without any duty of inquiry.
If Landlord is required by any law to take any action to remove or abate any
Hazardous Substances, or if Landlord deems it necessary to conduct special
maintenance or testing procedures with regard to any Hazardous Substances, or to
remove or abate any Hazardous Substances, Landlord may take such action or
conduct such procedures at times and in a manner that Landlord deems appropriate
under the circumstances, and Tenant shall permit the same.

     (e) SURVIVAL. The provisions of this Section shall survive the expiration
or sooner termination of the Term. No subsequent modification or termination of
this Lease by agreement of the parties or otherwise shall be construed to waive
or to modify any provisions of this Section unless the termination or
modification agreement or other document expressly so states in writing.

12. LANDLORD'S MAINTENANCE; INCLUSION IN OPERATING COSTS.

     (a) LANDLORD'S MAINTENANCE. Except as provided in Section 13 captioned
"Tenant's Maintenance; Remedies", Section 23 captioned "Destruction" and Section
24 captioned "Condemnation" and except for damage caused by any negligent or
intentional act or omission of Tenant or its authorized representatives,
Landlord shall maintain in good condition and repair the following:(i) the
structural parts of the Building, which structural parts include only the
foundations, bearing and exterior walls (excluding glass and doors), subflooring
and roof, (ii) the building standard lighting fixtures, window coverings and
ceiling tiles and the unexposed electrical, plumbing and sewage systems,
including without limitation, those portions lying outside the Premises, (iii)
the heating, ventilating and air-conditioning system, if any, servicing the
Building, (iv) the lobbies, corridors, elevators, public or common restrooms and
other common areas of the Building, and (v) the sidewalks, grounds, landscaping,
parking and loading areas, if any, and other common areas of the Property.

     (b) INCLUSION IN OPERATING COSTS. The cost of maintaining, repairing,
replacing or servicing the portions of the Building that Landlord is required to
maintain pursuant to this Section shall be included in Operating Costs to the
extent provided in Section 9 captioned "Operating Costs".

13. TENANT'S MAINTENANCE; REMEDIES.

     (a) TENANT'S MAINTENANCE. Except as provided in Section 12 captioned
"Landlord's Maintenance; Inclusion in Operating Costs", Section 23 captioned
"Destruction" and Section 24 captioned "Condemnation" and except for damage
caused by any negligent or intentional act or omission of Landlord or its
authorized representatives, Tenant, at its cost, shall maintain in good
condition and repair the Premises (ordinary wear and tear excepted), including
without limitation, all of the Tenant Improvements (except for latent defects),
Tenant's alterations, Tenant's trade fixtures, Tenant's personal property,
signs, walls, interior partitions, wall coverings, windows, non-building
standard window coverings, glass, doors, carpeting and resilient flooring,


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non-building standard ceiling tiles, plumbing fixtures and non-building standard
lighting fixtures. Tenant shall be liable for any damage to the Premises and the
Building resulting from the acts or omissions of Tenant or its authorized
representatives.

     (b) LANDLORD'S REMEDIES. If Tenant fails to maintain the Premises in good
condition and repair as required by Subsection 13(a) and if such failure is not
cured within thirty (30) days after notice of such failure is given by Landlord
to Tenant, then Landlord may, at its option, cause the Premises to be maintained
in good condition and repair and Tenant shall promptly reimburse Landlord for
all costs incurred by Landlord in performance of Tenant's obligation to maintain
the Premises.

14. TENANT IMPROVEMENTS AND ALTERATIONS; TRADE FIXTURES.

     (a) TENANT IMPROVEMENTS AND ALTERATIONS. Tenant accepts the Premises in "AS
IS" condition without any obligations for the performance of improvements or
other work by Landlord. Tenant shall not make any improvements or alterations
(other than cabling) to the Premises without Landlord's prior written consent,
which consent shall not be unreasonably withheld. If Tenant desires to make any
improvements or alterations to the Premises and obtains Landlord's consent as
described herein, Tenant shall pay for such improvements and alterations as
described in the Work Letter attached hereto as Exhibit C. If Tenant's
improvements and alterations coincide with Landlord's long-term plans for the
building, Landlord may, in Landlord's sole discretion, pay for all or a portion
of such improvements and alterations made to the Premises. Tenant shall not make
any other improvements or alterations to the Premises without Landlord's prior
consent. Any improvements and alterations made by either party shall remain on
and be surrendered with the Premises on expiration or termination of the Term,
except that Landlord can elect, at the time Landlord gives it consent, to
require Tenant to remove any improvements and alterations that Tenant has made
to the Premises. If Landlord so elects, Tenant, at its cost, shall restore the
Premises to the condition designated by Landlord in its election, before the
last day of the Term. Any improvements and alterations that remain on the
Premises on expiration or termination of the Term shall automatically become the
property of Landlord and title to such improvements and alterations shall
automatically pass to Landlord at such time without any payment therefor by
Landlord to Tenant. If Tenant or its authorized representatives make any
improvements or alterations to the Premises as provided in this Section, then
such improvements and alterations (i) shall be made in a first class manner in
conformity with then building standard improvements, (ii) shall be made
utilizing then building standard materials, (iii) shall be made in compliance
with the Rules and Regulations and the reasonable directions of Landlord, (iv)
shall be made pursuant to a valid building permit to be obtained by Tenant, at
its cost, (v) shall be made in conformity with then applicable Laws, including
without limitation, building codes, and (vi) shall not be commenced until five
(5) days after Landlord has received notice from Tenant stating the date the
installation of such improvements and alterations is to commence so that
Landlord can post and record an appropriate notice of nonresponsibility.

     (b) TRADE FIXTURES. Tenant may install any trade fixtures in or on the
Premises with Landlord's prior consent, which shall not be unreasonably
withheld.

15. MECHANICS' LIENS. Tenant shall pay, or cause to be paid, all costs of labor,
services and/or materials supplied in connection with any Work. Tenant shall
keep the Property free and clear of all mechanics' liens and other liens
resulting from any Work. Prior to the commencement of any Work or the supply or
furnishing of any labor, services and/or materials in connection with any Work,
Tenant shall provide Landlord with a labor and material payment bond in an
amount equal to one hundred percent (100%) of the aggregate price of all
contracts therefor, with release of the bond conditioned on Tenant's payment in
full of all claims of lien claimants for such labor, services and/or materials
supplied in the prosecution of the Work. Said payment bond shall name Landlord
as a primary obligee, shall be given by a surety which is satisfactory to
Landlord, and shall be in such form as Landlord shall approve in its sole
discretion. Tenant shall have the right to contest the correctness or validity
of any such lien if, immediately on demand by Landlord, it procures and records
a lien release bond issued by a responsible corporate surety in an amount
sufficient to satisfy statutory requirements therefor in the State of
Washington. Tenant shall promptly pay or cause to be paid all sums awarded to
the claimant on its suit, and, in any event, before any execution is issued with
respect to any judgment obtained by the claimant in its suit or before such
judgment becomes a lien on the Premises, whichever is earlier. If Tenant shall
be in default under this Section, by failing to provide security for or
satisfaction of any mechanic's or other liens, then Landlord may (but shall not
be obligated to), in addition to any other rights or remedies it may have,
discharge said lien by (i) paying the claimant an amount sufficient to settle
and discharge the claim, (ii) procuring and recording a lien release bond, or
(iii) taking such other action as Landlord shall deem necessary or advisable,
and, in any such event, Tenant shall pay as Additional Rent, on Landlord's
demand, all costs (including reasonable attorney fees) incurred by Landlord in
settling and discharging such lien together with interest thereon in accordance
with Section 39 captioned "Interest on Unpaid Rent" from the date of Landlord's
payment of said costs. Landlord's payment of such costs shall not waive any
default of Tenant under this Section.

16. UTILITIES AND SERVICES.

     (a) UTILITIES AND SERVICES FURNISHED BY LANDLORD. Landlord shall furnish
the Premises with:

          (i) Electricity for lighting and power suitable for the use of the
Premises for ordinary general office purposes; provided, however, that Tenant
shall not at any time have a connected electrical load for lighting purposes in
excess of the wattage per square foot of Premises Area required for building
standard amounts of lighting, or a connected load for all other power
requirements in excess of four (4) watts per square foot of Premises Area as
determined by Landlord, and the electricity so provided for lighting and power
shall not exceed such limits, subject to any lower limits set by any
governmental authority with respect thereto;


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          (ii) Subject to the reasonable limitations of the existing building
systems, heating, ventilating and air-conditioning to maintain a temperature
range in the Premises which is customary for similar office space in the
Seattle, Washington area (but in compliance with any applicable governmental
regulations with respect thereto). Tenant agrees to keep closed, when necessary,
blinds, draperies and windows which must be closed to provide for the efficient
operation of the heating and air conditioning systems, if any, and Tenant agrees
to cooperate with Landlord and to abide by the regulations and requirements
which Landlord may prescribe for the proper functioning and protection of the
heating, ventilating and air-conditioning system, if any. If Tenant requires
heating, ventilating and air-conditioning to the Premises other than during
normal business hours from 7:00 A.M. to 6:00 P.M. Mondays through Fridays and
from the hours of 9:00 A.M. to 1:00 P.M. on Saturdays, except other than the
stated Saturday hours, Sundays and those legal holidays generally observed in
the State of Washington, Landlord shall, upon Tenant's request made not less
than 24 hours before the time Tenant requires the after hour service, and not
later than Noon on the Friday before any Saturday or Sunday on which Tenant
requires such service, and not later than Noon of the day before any holiday on
which Tenant requires such service (except as otherwise provided in the Rules
and Regulations), furnish such heating, ventilating and air-conditioning. If
Tenant receives such services, then Tenant shall pay, upon demand, an amount
equal to Tenant's proportionate share of the actual direct cost to Landlord in
providing the heating, ventilating and air-conditioning outside of normal
business hours;

          (iii) Water for restroom and drinking purposes and access to restroom
facilities;

          (iv) Elevator service for general office pedestrian usage if the
Building is serviced by elevators;

          (v) Relamping of building-standard light fixtures;

          (vi) Washing of interior and exterior surfaces of exterior windows
with reasonable frequency; and

          (vii) Janitorial service five (5) times per week, except holidays.

     (b) PAYMENT FOR EXCESS UTILITIES AND SERVICES. All services and utilities
for the Premises not required to be furnished by Landlord pursuant to Section
16(a) shall be paid for by Tenant. If Tenant requires, on a regular basis,
water, heat, air conditioning, electric current, elevator or janitorial service
in excess of that provided for in Section 16(a), then Tenant shall first obtain
the consent of Landlord which consent shall not be unreasonably withheld. If
Landlord consents to such excess use, Landlord may install an electric current
or water meter (including, without limitation, any additional wiring, conduit or
panel required therefor) to measure the excess electric current or water
consumed by Tenant or may cause the excess usage to be measured by other
reasonable methods (e.g. by temporary "check" meters or by survey). Tenant shall
pay to Landlord upon demand (i) the cost of any and all water, heat, air
conditioning, electric current, janitorial, elevator or other services or
utilities required to be furnished to Tenant in excess of the services and
utilities required to be furnished by Landlord as provided in Section 16(a);
(ii) the cost of installation, maintenance and repair of any meter installed in
the Premises; (iii) the cost of all electricity and water consumed by Tenant in
connection with any dedicated heating, ventilating and/or air-conditioning,
computer power and/or air-conditioning, telecommunications or other special
systems of Tenant, including any power usage other than through existing
standard 110-volt AC outlets; and (iv) any cost incurred by Landlord in keeping
account of or determining such excess utilities or services furnished to Tenant.
Landlord's failure to bill Tenant for any such excess utilities or services
shall not waive Landlord's right to bill Tenant for the excess at a later time.

     (c) TEMPERATURE BALANCE. Landlord makes no representation to Tenant
regarding the adequacy or fitness of the heating, ventilating and
air-conditioning systems, if any, in the Building to maintain temperatures that
may be required for, or because of, any of Tenant's equipment which uses other
than the fractional horsepower normally required for office equipment, and
Landlord shall have no liability for loss or damage suffered by Tenant or others
in connection therewith. If the temperature otherwise maintained in any portion
of the Premises by the heating, air-conditioning or ventilation system is
affected as a result of (i) any lights, machines or equipment (including without
limitation electronic data processing machines) used by Tenant in the Premises,
(ii) the occupancy of the Premises by more than one person per two hundred (200)
square feet of rentable area therein, (iii) an electrical load for lighting or
power in excess of the limits per square foot of rentable area of the Premises
specified in Section 16(a), or (iv) any rearrangement of partitioning or other
improvements, Landlord may install any equipment, or modify any existing
equipment (including the standard air-conditioning equipment) Landlord deems
necessary to restore the temperature balance. The cost of any such equipment,
including without limitation, the cost of design and installation thereof, and
the cost of operating, metering, maintaining or repairing the same, shall be
paid by Tenant to Landlord upon demand. Tenant shall not install or operate
window-mounted heating or air-conditioning units.

     (d) SPECIAL ELECTRICAL OR WATER CONNECTIONS; ELECTRICITY USE. Tenant will
not, without the prior consent of Landlord, which shall not be unreasonably
withheld, connect or use any apparatus or device in the Premises (i) using
current in excess of 110 volts or (ii) which will cause the amount of
electricity, water, heating, air-conditioning or ventilation furnished to the
Premises to exceed the amount required for use of the Premises for ordinary
general office purposes during normal business hours or (iii) which would cause
Tenant's connected load to exceed any limits established in Section 16(a).
Tenant shall not connect with electric current except through existing outlets
in the Premises and shall not connect with water pipes except through existing
plumbing fixtures in the Premises. In no event shall Tenant's use of electricity
exceed the capacity of existing feeders to the Building or the risers or wiring
installation, and Landlord may prohibit the use of any electrical equipment
which in Landlord's opinion will overload such wiring or interfere with the use
thereof by other tenants in the Building. If Landlord consents to the use of
equipment requiring such changes, Tenant shall pay the cost of installing any
additional risers, panels or other facilities that may be necessary to furnish
energy to the Premises.


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      Landlord will not permit additional coring of the floor of the Premises in
order to install new electric outlets in the Premises unless Tenant furnishes
Landlord with X-ray scans of the floor area where the Tenant wishes to place
additional electrical outlets and Landlord, in its absolute discretion, is
satisfied, on the basis of such X-ray scans and other information obtained by
Landlord, that coring of the floor in order to install such additional outlets
will not weaken the structure of the floor.

     (e) LANDLORD'S DUTIES. Landlord shall not be in default under this Lease or
liable for any damages resulting from, or incidental to, any of the following,
nor shall any of the following be an actual or constructive eviction of Tenant,
nor shall the Rent be abated by reason of: (i) failure to furnish or delay in
furnishing any of the services described in this Section when such failure or
delay is caused by accident or any condition beyond the reasonable control of
Landlord, including the making of necessary repairs or improvements to the
Premises or to the Building, (ii) any electrical surges or spikes, or (iii)
failure to make any repair or to perform any maintenance, unless such failure
shall persist for an unreasonable time after notice of the need for such repair
or maintenance is given to Landlord by Tenant. Landlord shall use reasonable
efforts to remedy any interruption in the furnishing of such services.

     (f) GOVERNMENTAL REGULATIONS. Any other provisions of this Section
notwithstanding, if any governmental authority or utility supplier imposes any
laws, controls, conditions, or other restrictions upon Landlord, Tenant, or the
Building, relating to the use or conservation of energy or utilities, mandated
changes in temperatures to be maintained in the Premises or the Building or the
reduction of automobile or other emissions (collectively, the "Controls"), or in
the event Landlord is required or elects to make alterations to the Building in
order to comply with the Controls, Landlord may, in its reasonable discretion,
comply and may require Tenant to comply with the Controls or make such
alterations to the Building in order to comply with the Controls. Such
compliance and the making of such alterations shall not constitute an actual or
constructive eviction of Tenant, impose on Landlord any liability whatsoever, or
entitle Tenant to any abatement of Rent.

17. INDEMNITY.

     (a) GENERALLY. Tenant shall hold Landlord harmless from and against any and
all damages arising out of any damage to any persons or property occurring in,
on or about the Premises or the Property resulting from the acts or omissions
of Tenant or its authorized representatives. Landlord shall hold Tenant harmless
from and against any and all damages arising out of any damage to any persons or
property occurring in, on or about the Premises or the Property resulting from
the acts or omissions of Landlord or its authorized representatives. A party's
obligation under this Section to indemnity and hold the other party harmless
shall be limited to the sum that exceeds the amount of insurance proceeds, if
any, received by the party being indemnified.

     (b) CONCURRENT NEGLIGENCE OF LANDLORD AND TENANT. Notwithstanding Section
17(a) above, in the event of concurrent negligence of Tenant, or its authorized
representatives, on the one hand, and that of Landlord, or its authorized
representatives, on the other hand, which concurrent negligence results in
damage to any persons or property occurring in, on or about the Premises or the
Property, either party's obligation to indemnify the other party as set forth in
Section 17(a) shall be limited to the extent of the negligence of the
indemnifying party, or its authorized representatives, including the
indemnifying party's proportional share of costs and attorneys' fees incurred in
connection with any claims, actions or proceedings brought with respect to such
damage.

     (c) WAIVER OF WORKER'S COMPENSATION IMMUNITY. The indemnification
obligations contained in this Section shall not be limited by any worker's
compensation, benefit or disability laws, and each indemnifying party hereby
waives (solely for the benefit of the indemnified party) any immunity that said
indemnifying party may have under the Industrial Insurance Act, Title 51 RCW and
similar worker's compensation, benefit or disability laws.

     (d) PROVISIONS SPECIFICALLY NEGOTIATED. LANDLORD AND TENANT ACKNOWLEDGE BY
THEIR EXECUTION OF THIS LEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF
THIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WORKER'S
COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY
LANDLORD AND TENANT.

18. EXEMPTION OF LANDLORD FROM LIABILITY. Landlord and Landlord's Agent shall
not be liable for injury to Tenant's business or loss of income therefrom or for
damage which may be sustained by the person, goods, wares, merchandise or
property of Tenant, its authorized representatives, or any other person in or
about the Premises, caused by or resulting from fire, steam, electricity, gas,
water or rain, which may leak or flow from or into any part of the Premises, or
from the breakage, leakage, obstruction or other defects of the pipes,
sprinklers, wires, appliances, plumbing, air-conditioning or lighting fixtures
of the same, whether the said damage or injury resulting from conditions arising
upon the Premises or upon other portions of the Building or the Property unless
such injury or damage is caused by the negligence or willful misconduct of
Landlord or its authorized representatives.

19. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE. Tenant, at its
cost, shall maintain commercial general liability insurance (including
contractual liability and products and completed operations liability) with
liability limits of not less than $1,000,000 per occurrence and $2,000,000
annual aggregate, insuring against all liability of Tenant and its authorized
representatives arising out of or in connection with Tenant's use and occupancy
of the Premises and property damage insurance with liability limits of not less
than $500,000. All such commercial general liability and property damage
insurance shall insure performance by Tenant of the indemnity provisions of
Section 17 captioned "Indemnity". Landlord and Landlord's Agent shall be
additional named insureds on such insurance policy.


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20. TENANT'S FIRE INSURANCE. Tenant, at its cost, shall maintain on all of
Tenant's Alterations, Trade Fixtures and Personal Property in, on or about the
Premises, a policy of standard All Risk fire insurance, in an amount equal to at
least their full replacement cost. The proceeds of any such policy shall be
used by Tenant for the restoration of Tenant's Alterations and Trade Fixtures
and the replacement of its Personal Property. Any portion of such proceeds not
used for such restoration shall belong to Tenant.

21. WAIVER OF SUBROGATION. Landlord and Tenant release each other, and their
respective authorized representatives, from any claims for damage to any person
or to the Premises and the Building and to Tenant's Alterations, Trade Fixtures
and Personal Property that are caused by or result from risks insured against
under any insurance policies carried by the parties, in force at the time of any
such damage and collectible. Landlord and Tenant shall cause each insurance
policy obtained by it to provide that the insurance company waives all right of
recovery by way of subrogation against either party in connection with any
damage covered by any insurance policy. Neither party shall be liable to the
other for any damage caused by fire or any of the risks insured against under
any insurance policy required by this Lease.

22. OTHER INSURANCE MATTERS. All insurance required to be carried by Tenant
under this Lease shall: (i) be issued by insurance companies authorized to do
business in the State of Washington with a rating of A/VI or better as rated in
the most recent edition of Best's Insurance Reports; (ii) be issued as a primary
policy, and (iii) contain an endorsement requiring thirty (30) days' prior
written notice from the insurance company to both parties, to Landlord's Agent,
and, if requested by Landlord, to Landlord's lender, before cancellation or
change in the coverage, scope, or amount of any policy. Each policy or a
certificate of the policy, together with evidence of payment of premiums, shall
be deposited with Landlord on or before the Commencement Date, and on renewal of
the policy not less than ten (10) days before expiration of the term of the
policy.

23. DESTRUCTION.

     (a) INSURED DAMAGE. If during the Term the Premises or the Building are
partially or totally destroyed by any casualty that is covered by any insurance
carried by Landlord covering the Building, rendering the Premises partially or
totally inaccessible or unusable, Landlord shall restore the Premises or the
Building to substantially the same condition as they were in immediately before
such destruction, if (i) the insurance proceeds available to Landlord equal or
exceed the cost of such restoration, (ii) in the opinion of a registered
architect or engineer appointed by Landlord such restoration can be completed
within one hundred eighty (180) days after the date of destruction, and (iii)
such restoration is permitted under then existing laws to be done in such a
manner as to return the Premises, or the Building, as the case may be, to
substantially the same condition as they were in immediately before such
destruction. To the extent that the insurance proceeds must be paid to a
mortgagee under, or must be applied to reduce any debt secured by, a mortgage
covering the Property, the insurance proceeds shall be deemed not to be
available to Landlord unless such mortgagee permits Landlord to use the
insurance proceeds for such restoration. Such destruction shall not terminate
this Lease.

     (b) MAJOR OR UNINSURED DAMAGE. If during the Term the Premises or the
Building are partially or totally destroyed by any casualty and Landlord is not
obligated under Section 23(a) captioned "Insured Damage" to restore the Premises
or the Building, as the case may be, then (i) Landlord may, at its election,
restore the Premises or the Building to substantially the same condition as they
were in immediately before such destruction, or (ii) either party may terminate
this Lease effective as of the date of such destruction on notice to the other
party within sixty (60) days after the date of destruction. If Landlord does not
give Tenant notice within sixty (60) days after the date of such destruction of
its election to restore the Premises or the Building, as the case may be,
Landlord shall be deemed to have elected to terminate this Lease. If Landlord
elects to restore the Premises or the Building, as the case may be, Landlord
shall use commercially reasonable efforts to complete such restoration within
one hundred eighty (180) days after the date on which Landlord obtains all
permits necessary for such restoration, provided, however, that such one hundred
eighty (180) day period shall be extended by a period equal to any delays caused
by Force Majeure, and such destruction shall not terminate this Lease.

     (c) DAMAGE TO THE BUILDING. If during the Term the Building is partially
destroyed by any casualty and if in the opinion of Landlord the Building should
be restored in such a way as to materially alter the Premises, then Landlord
may, at Landlord's election, terminate this Lease by giving notice to Tenant of
Landlord's election to do so within sixty (60) days after the date of such
destruction.

     (d) EXTENT OF LANDLORD'S OBLIGATION TO RESTORE. If Landlord is required or
elects to restore the Premises as provided in this Section, Landlord shall not
be required to restore alterations made by Tenant, Tenant's trade fixtures and
Tenant's personal property, such excluded items being the sole responsibility of
Tenant to restore.

     (e) ABATEMENT OR REDUCTION OF RENT. In case of damage to, or destruction
of, the Premises or the Building the Rent shall be abated or reduced, between
the date of destruction and the date of completion of restoration, by an amount
that is in the same ratio to the Rent as the total number of square feet of the
Premises that are so damaged or destroyed bears to the total number of square
feet in the Premises.

24. CONDEMNATION. If during the Term there is any taking of part or all of the
Premises or the Building by condemnation, then the rights and obligations of the
parties shall be as follows:

     (a) MINOR TAKING. If there is a taking of less than ten percent(10%) of the
Premises, this Lease shall remain in full force and effect.


                                       9
   10

     (b) MAJOR TAKING. If there is a taking of ten percent (10%) or more of the
Premises and if the remaining portion of the Premises is of such size or
configuration that Tenant is unable to conduct its business in the Premises,
then the Term shall terminate as of the date of taking.

     (c) TAKING OF PART OF THE BUILDING. If there is a taking of a part of the
Building other than the Premises and if in the opinion of Landlord the Building
should be restored in such a way as to materially alter the Premises, then
Landlord may terminate the Term by giving notice to such effect to Tenant within
sixty (60) days after the date of vesting of title in the condemnor and the Term
shall terminate as of the date specified in such notice, which date shall not be
less than sixty (60) days after the giving of such notice.

     (d) AWARD. The entire award for the Premises, the Building and the
Property, shall belong to and be paid to Landlord, Tenant hereby assigning to
Landlord Tenant's interest therein, if any, provided, however, that Tenant shall
have the right to claim and recover from the condemnor compensation for the loss
of any alterations made by Tenant, Tenant's trade fixtures, Tenant's personal
property, moving expenses and business interruption.

     (e) ABATEMENT OF RENT. If any part of the Premises is taken by condemnation
and this Lease remains in full force and effect, on the date of taking the Rent
shall be reduced by an amount that is in the same ratio to the Rent as the total
number of square feet in the Premises taken bears to the total number of square
feet in the Premises immediately before the date of taking.

25. ASSIGNMENT AND SUBLETTING.

     (a) LANDLORD'S CONSENT; DEFINITIONS. Tenant acknowledges that the Building
is a multi-tenant office building, occupied by tenants specifically selected by
Landlord, and that Landlord has a legitimate interest in the type and quality of
such tenants, the location of tenants in the Building and in controlling the
leasing of space in the Building so that Landlord can better meet the particular
needs of its tenants and protect and enhance the relative image, position and
value of the Building in the office building market. Tenant further acknowledges
that the rental value of the Premises may fluctuate during the Term in
accordance with market conditions, and, as a result, the Rent paid by Tenant
under the Lease at any particular time may be higher or lower than the then
market rental value of the Premises. Landlord and Tenant agree, and the
provisions of this Section are intended to so provide, that, if Tenant
voluntarily assigns its interest in this Lease or in the Premises or subleases
any part or all of the Premises, one-half (1/2) of the net profits from any
increase in the market rental value of the Premises shall belong solely to
Landlord. Tenant acknowledges that, if Tenant voluntarily assigns this Lease or
subleases any part or all of the Premises, Tenant's investment in the subject
portion of the Premises (specifically including, but not limited to, tenant
improvements, good will or other assets) may be lost or reduced as a result of
such action.

     (b) CONSENT REQUIRED. Tenant shall not voluntarily assign or encumber its
interest in this Lease or in the Premises, or sublease any part or all of the
Premises, without Landlord's prior consent, which consent shall not be
unreasonably withheld. Any assignment, encumbrance or sublease without
Landlord's consent shall be voidable and, at Landlord's election, shall
constitute a default by Tenant under this Lease. In determining whether to
approve a proposed assignment or sublease, Landlord shall place primary emphasis
on the proposed transferee's reputation and creditworthiness, the character of
the business to be conducted by the proposed transferee at the Premises and the
affect of such assignment or subletting on the tenant mix in the Building. In
addition, Landlord shall have the right to approve the specific form of any
assignment or sublease agreement. In no event shall Landlord be obligated to
consent to any assignment or subletting which increases (i) the Operating Costs,
(ii) the burden on the Building services, or (iii) the foot traffic, elevator
usage or security concerns in the Building, or creates an increased probability
of the comfort and/or safety of the Landlord and other tenants in the Building
being unreasonably compromised or reduced (for example, but not exclusively,
Landlord may deny consent to an assignment or subletting where the space will be
used for a school or training facility, an entertainment, sports or recreation
facility, retail sales to the public (unless Tenant's permitted use is retail
sales), a personnel or employment agency, a medical office, or an embassy or
consulate or similar office. Landlord shall not be obligated to approve an
assignment or subletting to (x) a current tenant of the Building or (y) a
prospective tenant of the Building with whom Landlord is then negotiating.
Landlord's foregoing rights and options shall continue throughout the entire
term of this Lease. No consent to any assignment, encumbrance or sublease shall
constitute a waiver of the provisions of this Section and no other or subsequent
assignment, encumbrance or sublease shall be made without Landlord's prior
consent. Neither an assignment or subletting nor the collection of Rent by
Landlord from any person other than Tenant, nor the application of any such Rent
as provided in this Section shall be deemed a waiver of any of the provisions of
this Section or release Tenant from its obligation to comply with the terms and
provisions of this Lease and Tenant shall remain fully and primarily liable for
all of Tenant's obligations under this Lease, including the obligation to pay
Rent under this Lease. Any personal guarantee(s) of Tenant's obligations under
this Lease shall remain in full force and effect following any such assignment
or subletting. Landlord may condition approval of an assignment or subletting
hereunder on an increase in the amount of the Security Deposit or on receipt of
personal guarantees of the assignee's or sublessee's obligations under this
Lease. If Landlord approves of an assignment or subletting hereunder and this
Lease contains any renewal options, expansion options, rights of first refusal,
rights of first negotiation or any other rights or options pertaining to
additional space in the Building, such rights and/or options shall not run to
the assignee or subtenant, it being agreed by the parties hereto that any such
rights and options are personal to Tenant named herein and may not be
transferred.

     (c) CONDITIONS TO ASSIGNMENT OR SUBLEASE. Tenant agrees that any instrument
by which Tenant assigns or sublets all or any portion of the Premises shall
expressly provide that the assignee or subtenant may not further assign or
sublet the assigned or sublet space without Landlord's prior consent (which
consent shall not, subject to Landlord's rights under Section 25(b), be
unreasonably withheld or delayed), and that the


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assignee or subtenant will comply with all of the provisions of this Lease and
that Landlord may enforce the Lease provisions directly against such assignee or
subtenant. If this Lease is assigned, whether or not in violation of the terms
and provisions of this Lease, Landlord may collect Rent from the assignee. If
the Premises, or any part thereof, is sublet, Landlord may, upon a default under
this Lease, collect rent from the subtenant. In either event, Landlord may apply
the amount collected from the assignee or subtenant to Tenant's obligation to
pay Rent under this Lease.

     (d) EVENTS CONSTITUTING AN ASSIGNMENT OR SUBLEASE. For purposes of this
Section, the following events shall be deemed an assignment or sublease, as
appropriate: (i) the issuance of equity interests (whether stock, partnership
interests or otherwise) in Tenant, or any assignee or subtenant, if applicable,
or any entity controlling any of them, to any person or group of related
persons, in a single transaction or a series of related or unrelated
transactions, such that, following such issuance, such person or group shall
have Control (as defined below) of Tenant, or any assignee or subtenant, if
applicable; or (ii) a transfer of Control of Tenant, or any assignee or
subtenant, if applicable, or any entity controlling any of them, in a single
transaction or a series of related or unrelated transactions (including, without
limitation, by consolidation, merger, acquisition or reorganization), except
that the transfer of outstanding capital stock or other listed equity interests
by persons or parties other than "insiders" within the meaning of the Securities
Exchange Act of 1934, as amended, through the "over-the-counter" market or any
recognized national or international securities exchange, shall not be included
in determining whether Control has been transferred. "Control" shall mean direct
or indirect ownership of fifty percent (50%) or more of all the legal and
equitable interest in any business entity.

          Notwithstanding anything to the contrary in this Section, Tenant may
assign this Lease or sublet the whole or any part of the Premises, including the
Right of First Offer granted to Tenant by Landlord as set forth in Section 43 of
the Rider, to: (a) any corporation in whom or with which Tenant may be merged or
consolidated, provided that the net worth of the resulting corporation is at
least equal to the greater of (i) the net worth of Tenant on the date hereof, or
(ii) the net worth of Tenant immediately prior to such merger or consolidation,
or (b) any entity to whom Tenant sells all of its assets; provided that such
corporation or such entity described in (a) and (b) above expressly assumes all
of Tenant's obligation hereunder and otherwise complies with the provisions of
Subsection 25(c) entitled "Conditions to Assignment or Sublease."

     (e) PROCESSING EXPENSES. Tenant shall pay to Landlord the amount of
Landlord's cost of processing each proposed assignment or subletting, including
without limitation, attorneys' and other professional fees, and the cost of
Landlord's administrative, accounting and clerical time (collectively,
"Processing Costs"), and the amount of all direct and indirect expense incurred
by Landlord arising from the assignee or sublessee taking occupancy of the
subject space, including without limitation, costs of freight elevator operation
for moving of furnishings and trade fixtures, security service, janitorial and
cleaning service, rubbish removal service, costs of changing signage, and costs
of changing locks and making new keys (collectively, "Occupancy Costs").
Notwithstanding anything to the contrary herein, Landlord shall not be required
to process any request for Landlord's consent to an assignment or subletting
until Tenant has paid to Landlord the amount of Landlord's estimate of the
Processing Costs and the Occupancy Costs.

     (f) CONSIDERATION TO LANDLORD. In the event of any assignment or sublease,
whether or not requiring Landlord's consent, Landlord shall be entitled to
receive, as Additional Rent, one-half (1/2) of any net consideration, including
without limitation, payment for leasehold improvements owned by Landlord, paid
by the assignee or subtenant for the assignment or sublease and, in the case of
sublease, one-half (1/2) of the excess of the amount of rent paid for the sublet
space by the subtenant over the total amount of Minimum Monthly Rent under
Section 5 and Additional Rent under Sections 7 and 9. Upon Landlord's request,
Tenant shall assign to Landlord all amounts to be paid to Tenant by the assignee
or subtenant and shall direct such assignee or subtenant to pay the same
directly to Landlord. If there is more than one sublease under this Lease, the
amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding
sentence shall be separately calculated for each sublease and amounts due
Landlord with regard to any one sublease may not be offset against rental and
other consideration pertaining due under any other sublease.

          With regard to an approved assignment or subletting, Tenant
acknowledges that Landlord's agreement to deal directly with the assignee or
subtenant with regard to such party's occupancy of the Premises and the
administration of the Lease, without requiring Tenant to monitor or become
directly involved in such matters, constitutes appropriate and acceptable
consideration for the capture by Landlord of any rent or consideration paid by
the assignee or subtenant in excess of that required to be paid by Tenant under
the Lease.

     (g) PROCEDURES. If Tenant desires to assign this Lease or any interest
therein or sublet all or part of the Premises, Tenant shall give Landlord
written notice thereof designating the space proposed to be sublet and the terms
proposed. Landlord shall have the prior right and option (to be exercised by
written notice to Tenant given within fifteen (15) days after receipt of
Tenant's notice) (i) to sublet from Tenant any portion of the Premises proposed
by Tenant to be sublet, for the term for which such portion is proposed to be
sublet, but at the same Rent (including Additional Rent as provided for in
Sections 7 and 9) as Tenant is required to pay to Landlord under this Lease for
the same space, computed on a pro rata square footage basis, and during the term
of such sublease Tenant shall be released of its obligations under the Lease
with regard to the subject space, (ii) if the term of the sublease (including
any renewal terms) will expire during the final eighteen (18) months of the Term
(or if Tenant has exercised a renewal option, if any, then during the final
eighteen (18) months of the subject renewal period), to terminate this Lease as
it pertains to the portion of the Premises so proposed by Tenant to be sublet,
or (iii) to approve Tenant's proposal to sublet conditional upon Landlord's
subsequent written approval of the specific sublease obtained by Tenant and the
specific subtenant named therein. If Landlord exercises its option in (i) above,
then Landlord may, at Landlord's sole cost, construct improvements in the
subject space and, so long as the improvements are suitable for general office
purposes, Landlord shall have no obligation to restore the subject space to its
original condition following the termination of the sublease. If Landlord
exercises its option described in (iii) above, Tenant shall submit to Landlord
for


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Landlord's written approval Tenant's proposed sublease agreement (in which the
proposed subtenant shall be named) together with a current reviewed or audited
financial statement prepared by a certified public accountant for such proposed
subtenant and a credit report on such proposed subtenant prepared by a
recognized credit reporting agency. If Landlord falls to exercise any aforesaid
option to sublet or to terminate, this shall not be construed as or constitute a
waiver of any of the provisions of this Section. If Landlord exercises any such
option to sublet or to terminate, Landlord shall not have any liability for any
real estate brokerage commission(s) or with respect to any of the costs and
expenses that Tenant may have incurred in connection with its proposed
subletting, and Tenant agrees to hold Landlord harmless from and against any and
all claims (including, without limitation, claims for commissions) arising from
such proposed subletting. Landlord's foregoing rights and options shall continue
throughout the Term. For purposes of this Section, a proposed assignment of this
Lease in whole or in part shall be deemed a proposed subletting of such space.

     (h) DOCUMENTATION. No permitted subletting by Tenant shall be effective
until there has been delivered to Landlord a counterpart of the sublease in
which the subtenant agrees to be and remain jointly and severally liable with
Tenant for the payment of Rent pertaining to the sublet space and for the
performance of all of the terms and provisions of this Lease; provided, however,
that the subtenant shall be liable to Landlord for rent only in the amount set
forth in the sublease. No permitted assignment shall be effective unless and
until there has been delivered to Landlord a counterpart of the assignment in
which the assignee assumes all of Tenant's obligations under this Lease arising
on or after the date of the assignment. The failure or refusal of a subtenant or
assignee to execute any such instrument shall not release or discharge the
subtenant or assignee from its liability as set forth above.

     (i) NO MERGER. Without limiting any of the provisions of this Section, if
Tenant has entered into any subleases of any portion of the Premises, the
voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
by Landlord and Tenant, shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subleases or subtenancies or, at the
option of Landlord, operate as an assignment to Landlord of any or all such
subleases or subtenancies.

26. DEFAULT. The occurrence of any of the following shall constitute a default
by Tenant under this Lease:

     (a) FAILURE TO PAY RENT. Failure to pay Rent when due, if the failure
continues for a period of three (3) days after notice of such default has been
given by Landlord to Tenant.

     (b) FAILURE TO COMPLY WITH RULES AND REGULATIONS. Failure to comply with
the Rules and Regulations, if the failure continues for a period of ten (10)
days after notice of such default is given by Landlord to Tenant. If the failure
to comply cannot reasonably be cured within ten (10) days, then Tenant shall
not be in default under this Lease if Tenant commences to cure the failure to
comply within ten (10) days and diligently and in good faith continues to cure
the failure to comply.

     (c) OTHER DEFAULTS. Failure to perform any other provision of this Lease,
if the failure to perform is not cured within thirty (30) days after notice of
such default has been given by Landlord to Tenant. If the default cannot
reasonably be cured within thirty (30) days, then Tenant shall not be in default
under this Lease if Tenant commences to cure the default within thirty (30) days
and diligently and in good faith continues to cure the default.

     (d) APPOINTMENT OF TRUSTEE OR RECEIVER. The appointment of a trustee or
receiver to take possession of substantially all of the Tenant's assets located
at the Premises or of Tenant's interest in this Lease, where possession is not
restored to Tenant within sixty (60) days; or the attachment, execution or other
judicial seizure of substantially all of Tenant's assets located at the Premises
or of Tenant's interest in this Lease, where such seizure is not discharged
within sixty (60) days.

27. REMEDIES. If Tenant commits a default, Landlord shall have the following
alternative remedies, which are in addition to any remedies now or later allowed
by law:

     (a) MAINTAIN LEASE IN FORCE. Maintain this Lease in full force and effect
and recover the Rent and other monetary charges as they become due, without
terminating Tenant's right to possession, irrespective of whether Tenant shall
have abandoned the Premises. If Landlord elects to not terminate the Lease,
Landlord shall have the right to attempt to re-let the Premises at such rent and
upon such conditions and for such a term, and to do all acts necessary to
maintain or preserve the Premises as Landlord deems reasonable and necessary
without being deemed to have elected to terminate the Lease including removal of
all persons and property from the Premises; such property may be removed and
stored in a public warehouse or elsewhere at the cost of and for the account of
Tenant. In the event any such re-letting occurs, this Lease shall terminate
automatically upon the new Tenant taking possession of the Premises.
Notwithstanding that Landlord fails to elect to terminate the Lease initially,
Landlord at any time during the term of this Lease may elect to terminate this
Lease by virtue of such previous default of Tenant.

     (b) TERMINATE LEASE. Terminate Tenant's right to possession by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Premises to Landlord. In such event Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default including without limitation thereto, the following: (i) The
worth at the time of award of any unpaid Rent which had been earned at the time
of such termination; plus (ii) the worth at the time of award of the amount by
which the unpaid Rent which would have been earned after termination until the
time of award exceeds the amount of such rental loss that Tenant proves could
have been reasonably avoided; plus (iii) the worth at the time of award of the
amount by which the unpaid Rent for the balance of the Term after the time of
award exceeds the amount of such rental loss that is proved could be reasonably
avoided; plus (iv) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to


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perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom, including without limitation, any
costs or expenses incurred by Landlord in (A) retaking possession of the
Premises, including reasonable attorney fees therefor, (B) maintaining or
preserving the Premises after such default, (C) preparing the Premises for
reletting to a new tenant, including repairs or necessary alterations to the
Premises for such reletting, (D) leasing commissions, and (E) any other costs
necessary or appropriate to relet the Premises; plus (v) at Landlord's election,
such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable state law. Upon any such re-entry
Landlord shall have the right to make any reasonable repairs, alterations or
modifications to the Premises, which Landlord in its sole discretion deems
reasonable and necessary. As used in Subsection 27(b)(i) the "worth at the time
of award" is computed by allowing interest at the rate of eighteen percent (18%)
per year from the date of default. As used in Subsections 27(b)(ii) and
27(b)(iii) the "worth at the time of award" is computed by discounting such
amounts at the discount rate of eight percent (8%) per year.

28. BANKRUPTCY.

     (a) ASSUMPTION OF LEASE. If Tenant becomes a Debtor under Chapter 7 of the
Bankruptcy Code ("Code") or a petition for reorganization or adjustment of debts
is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding
is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 13 of
the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not
elect to assume this Lease unless, at the time of such assumption, the Trustee
or Tenant has:

          (i) Cured all defaults under the Lease and paid all sums due and owing
under the Lease or provided Landlord with "Adequate Assurance" (as defined
below) that:(i) within ten (10) days from the date of such assumption, the
Trustee or Tenant will completely pay all sums due and owing under this Lease
and compensate Landlord for any actual pecuniary loss resulting from any
existing default or breach of this Lease, including without limitation,
Landlord's reasonable costs, expenses, accrued interest, and attorneys' fees
incurred as a result of the default or breach; (ii) within twenty (20) days from
the date of such assumption, the Trustee or Tenant will cure all non-monetary
defaults and breaches under this Lease, or, if the nature of such non-monetary
defaults is such that more than twenty (20) days are reasonably required for
such cure, that the Trustee or Tenant will commence to cure such non-monetary
defaults within twenty (20) days and thereafter diligently prosecute such cure
to completion; and (iii) the assumption will be subject to all of the provisions
of this Lease.

          (ii) For purposes of this Section, Landlord and Tenant acknowledge
that, in the context of a bankruptcy proceeding involving Tenant, at a minimum,
"Adequate Assurance" shall mean:(i) the Trustee or Tenant has and will continue
to have sufficient unencumbered assets after the payment of all secured
obligations and administrative expenses to assure Landlord that the Trustee or
Tenant will have sufficient funds to fulfill the obligations of Tenant under
this Lease; (ii) the Bankruptcy Court shall have entered an Order segregating
sufficient cash payable to Landlord and/or the Trustee or Tenant shall have
granted a valid and perfected first lien and security interest and for mortgage
in or on property of Trustee or Tenant acceptable as to value and kind to
Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure
the monetary and/or non-monetary defaults and breaches under this Lease within
the time periods set forth above; and (iii) the Trustee or Tenant, at the very
minimum, shall deposit a sum equal to two (2) month's Minimum Monthly Rent to be
held by Landlord (without any allowance for interest thereon) to secure Tenant's
future performance under the Lease.

     (b) ASSIGNMENT OF LEASE. If the Trustee or Tenant has assumed the Lease
pursuant to the provisions of this Section for the purpose of assigning Tenant's
interest hereunder to any other person or entity, such interest may be assigned
only after the Trustee, Tenant or the proposed assignee have complied with all
of the terms, covenants and conditions of this Lease, including, without
limitation, those with respect to Additional Rent. Landlord and Tenant
acknowledge that such terms, covenants and conditions are commercially
reasonable in the context of a bankruptcy proceeding of Tenant. Any person or
entity to which this Lease is assigned pursuant to the provisions of the Code
shall be deemed without further act or deed to have assumed all of the
obligations arising under this Lease on and after the date of such assignment.
Any such assignee shall upon request execute and deliver to Landlord an
instrument confirming such assignment.

     (c) ADEQUATE PROTECTION. Upon the filing of a petition by or against Tenant
under the Code, Tenant, as Debtor and as Debtor-In-Possession, and any Trustee
who may be appointed agree to adequately protect Landlord as follows:(i) to
perform each and every obligation of Tenant under this Lease until such time as
this Lease is either rejected or assumed by Order of the Bankruptcy Court, (ii)
to pay all monetary obligations required under this Lease, including without
limitation, the payment of Minimum Monthly Rent, Tenant's Share of Real Property
Taxes, Tenant's Share of Operating Costs and any other sums payable by Tenant to
Landlord under this Lease which is considered reasonable compensation for the
use and occupancy of the Premises; (iii) provide Landlord a minimum of thirty
(30) days prior written notice, unless a shorter period is agreed to in writing
by the parties, of any proceeding relating to any assumption of this Lease or
any intent to abandon the Premises, which abandonment shall be deemed a
rejection of this Lease; and (iv) to perform to the benefit of Landlord as
otherwise required under the Code. The failure of Tenant to comply with the
above shall result in an automatic rejection of this Lease.

29. LIMITATION OF ACTIONS. Any claim, demand, right or defense of any kind by
Tenant which is based upon or arises in connection with this Lease or the
negotiations prior to its execution, shall be barred unless Tenant commences an
action thereon, or interposes in a legal proceeding a defense by reason thereof,
within one (1) year after the date of the act or omission on which such claim,
demand, right or defense is based.

30. LIMITATION ON LANDLORD'S LIABILITY. Anything in this Lease to the contrary
notwithstanding, covenants, undertakings and agreements herein made on the part
of Landlord are made and intended not as personal


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covenants, undertakings and agreements or for the purpose of binding Landlord
personally or the assets of Landlord except Landlord's interest in the
Property, but are made and intended for the purpose of binding only the
Landlord's interest in the Property. No personal liability or personal
responsibility is assumed by, nor shall at any time be asserted or enforceable
against Landlord or its partners and their respective heirs, legal
representatives, successors and assigns on account of this Lease or on account
of any covenant, undertaking or agreement of Landlord contained in this Lease.

31. SIGNS. Tenant shall not have the right to place, construct or maintain any
sign, advertisement, awning, banner or other exterior decoration without
Landlord's consent, which shall not be unreasonably withheld. Any sign that
Tenant has Landlord's consent to place, construct and maintain shall comply with
all laws, and Tenant shall obtain any approval required by such laws. Landlord
makes no representation with respect to Tenant's ability to obtain such
approval.

32. LANDLORD'S RIGHT TO ENTER THE PREMISES. Landlord and its authorized
representatives shall have the right to enter the Premises at reasonable times
and upon reasonable prior notice (except in an emergency when no such notice
shall be required) for any of the following purposes: (i) to determine whether
the Premises are in good condition and whether Tenant is complying with its
obligations under this Lease, (ii) to do any maintenance; to make any
restoration to the Premises or the Building that Landlord has the right or the
obligation to perform, and to make any improvements to the Premises or the
Building that Landlord deems necessary, (iii) to serve, post or keep posted any
notices required or allowed under the provisions of this Lease, (iv) to post any
ordinary "For Sale" signs at any time during the Term and to post any ordinary
"For Lease" signs during the last ninety (90) days of the Term, and (v) to show
the Premises to prospective brokers, agents, purchasers, tenants or lenders, at
any time during the Term.

          Landlord shall not be liable in any manner for any inconvenience,
annoyance, disturbance, loss of business, nuisance, or other damage arising out
of Landlord's entry on the Premises as provided in this Section, except damage
resulting from the negligent or willful acts of Landlord or its authorized
representatives. Tenant shall not be entitled to an abatement or reduction of
Rent if Landlord exercises any right reserved in this Section. Landlord shall
conduct its activities on the Premises as allowed in this Section in a
reasonable manner so as to cause minimal inconvenience, annoyance or disturbance
to Tenant.

33. SUBORDINATION. This Lease is and shall be prior to any mortgage recorded
after the date of this Lease affecting the Property. If, however, a lender
requires that this Lease be subordinate to any mortgage, this Lease shall be
subordinate to that mortgage if Landlord first obtains from the lender a written
agreement that provides substantially the following:

               "As long as Tenant performs its obligations under this Lease, no
        foreclosure of, deed given in lieu of foreclosure of, or sale under the
        mortgage, and no steps or procedures taken under the mortgage, shall
        affect Tenant's rights under this Lease. "

        Tenant shall attorn to, any purchaser at any foreclosure sale, or to any
grantee or transferee designated in any deed given in lieu of foreclosure.
Tenant shall execute the written agreement and any other documents required by
the lender to accomplish the purposes of this Section.

34. RIGHT TO ESTOPPEL CERTIFICATES. Tenant, within ten (10) days after notice
from Landlord, shall execute and deliver to Landlord, in recordable form, a
certificate stating that this Lease is unmodified and in full force and effect,
or in full force and effect as modified and stating the modifications. The
certificate shall also state the amount of Minimum Monthly Rent, the dates to
which Rent has been paid in advance, and the amount of any Prepaid Rent or
Security Deposit and such other matters as Landlord may reasonably request.
Failure to deliver the certificate within such ten (10) day period shall be
conclusive upon Tenant for the benefit of Landlord and any successor to
Landlord, that this Lease is in full force and effect and has not been modified
except as may be represented by Landlord requesting the certificate.

35. TRANSFER OF LANDLORD'S INTEREST. If Landlord sells or transfers the
Property, Landlord, on consummation of the sale or transfer, shall be released
from any liability thereafter accruing under this Lease if Landlord's successor
has assumed in writing, for the benefit of Tenant, Landlord's obligations under
this Lease. If any Security Deposit or Prepaid Rent has been paid by Tenant,
Landlord shall transfer such Security Deposit or Prepaid Rent to Landlord's
successor and on such transfer Landlord shall be discharged from any further
liability with respect to such Security Deposit or Prepaid Rent.

36. ATTORNEYS' FEES. If either party shall bring any action for relief against
the other party, declaratory or otherwise, arising out of this Lease, including
any action by Landlord for the recovery of Rent or possession of the Premises,
the losing party shall pay the successful party a reasonable sum for attorneys'
fees which shall be deemed to have accrued on the commencement of such action
and shall be paid whether or not such action is prosecuted to judgment.

37. SURRENDER; HOLDING OVER.

     (a) SURRENDER. On expiration or ten (10) days after termination of the
Term, Tenant shall surrender the Premises and all Tenant's improvements and
alterations to Landlord broom clean and in good condition. Tenant shall remove
all of its trade fixtures and personal property within the time period stated in
this Section. Tenant, at its cost, shall perform all restoration made necessary
by, and repair any damage to the Premises caused by, the removal of its trade
fixtures, personal property and signs to Landlord's reasonable satisfaction
within the time period stated in this Section. Landlord may, at its election,
retain or dispose of in any manner any of Tenant's trade fixtures or personal
property that Tenant does not remove from the Premises on expiration or within
ten (10) days after termination of the Term as allowed or required by the
provisions of this


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Lease by giving ten (10) days notice to Tenant. Title to any such trade fixtures
and personal property that Landlord elects to retain or dispose of on expiration
of such ten (10) day period shall vest in Landlord. Tenant waives all claims
against Landlord for any damage to Tenant resulting from Landlord's retention or
disposition of any such trade fixtures and personal property. Tenant shall be
liable to Landlord for Landlord's costs for storing, removing and disposing of
Tenant's trade fixtures and personal property. If Tenant fails to surrender the
Premises to Landlord on expiration or ten (10) days after termination of the
Term as required by this Section, Tenant shall pay Landlord Rent in an amount
equal to one and one-half (1-1/2) times the Minimum Monthly Rent applicable for
the month immediately prior to the expiration or termination of the Term for the
entire time Tenant thus remains in possession and Tenant shall hold Landlord
harmless from all damages resulting from Tenant's failure to timely surrender
the Premises, including without limitation, (i) any Rent payable by, or any
damages claimed by, any prospective tenant of any part or all of the Premises,
and (ii) Landlord's damages resulting from such prospective tenant rescinding or
refusing to enter into the prospective lease of part or all of the Premises by
reason of Tenant's failure to timely surrender the Premises. If Tenant, without
Landlord's prior consent, remains in possession of the Premises after expiration
or termination of the Term, or after the date in any notice given by Landlord to
Tenant terminating this Lease, such possession by Tenant shall be deemed to be a
tenancy at sufferance terminable at any time by either party.

     (b) HOLDING OVER WITH LANDLORD'S CONSENT. If Tenant, with Landlord's prior
consent, remains in possession of the Premises after expiration or termination
of the Term, or after the date in any notice given by Landlord to Tenant
terminating this Lease, such possession by Tenant shall be deemed to be a
month-to-month tenancy terminable by Landlord by a notice given to Tenant at
least twenty (20) days prior to the end of any such monthly period or by Tenant
by a notice given to Landlord at least thirty (30) days prior to the end of any
such monthly period. During such month-to-month tenancy, Tenant shall pay Rent
in the amount then agreed to in writing by Landlord and Tenant. All provisions
of this Lease, except those pertaining to term, shall apply to the
month-to-month tenancy.

38.   AGENCY DISCLOSURE; BROKER.

     (a) AGENCY DISCLOSURE. Martin Smith Inc hereby discloses that it represents
the Landlord in this transaction.

     (b) BROKER. Landlord and Tenant each represent to the other that neither is
represented by any broker, agent or finder with respect to this Lease in any
manner, except the Broker(s). The commission due to the Broker(s) shall be paid
by Landlord pursuant to a separate agreement. Each party agrees to indemnify and
hold the other party harmless from and against any and all liability, costs,
damages, causes of action or other proceedings instituted by any broker, agent
or finder, licensed or otherwise, claiming through, under or by reason of the
conduct of the indemnifying party in any manner whatsoever in connection with
this Lease. If Tenant engages a broker, agent or finder other than Washington
Partners, Inc. to represent Tenant in connection with any renewal of this Lease,
then the commission or any fee of such broker, agent or finder shall be paid by
Tenant.

39. INTEREST ON UNPAID RENT. In addition to the Late Charge as provided in
Section 5(b), Rent not paid when due shall bear interest from the date due until
paid at the rate of eighteen percent (18%) per year, or the maximum legal rate
of interest, whichever is less.

40. CONSENT. Whenever the consent of either Landlord or Tenant is required under
this Lease, such consent shall not be effective unless given in writing and
shall not be unreasonably withheld or delayed, provided, however, that such
consent may be conditioned as provided in this Lease.

41. DEFINITIONS. As used in this Lease, the following words and phrases, whether
or not capitalized, shall have the following meanings:

     (a) "Additional Rent" means pass-throughs of increases in Operating Costs
and Taxes, as defined in this Lease, and other monetary sums to be paid by
Tenant to Landlord under the provisions of this Lease.

     (b) "Alteration" means any addition or change to, or modification of, the
Premises made by Tenant, including without limitation, fixtures, but excluding
trade fixtures as defined in this Section.

     (c)"Authorized representatives" means any officer, agent, employee,
independent contractor or invitee of either party.

     (d)"Award" means all compensation, sums or anything of value awarded, paid
or received on a total or partial condemnation.

     (e) "Common Areas" means all areas outside the Premises and within the
Building or on the Land that are provided and designated by Landlord from time
to time for the general, non-exclusive use of Landlord, Tenant and other tenants
of the Building and their authorized representatives, including without
limitation, common entrances, lobbies, corridors, stairways and stairwells,
elevators, escalators, public restrooms and other public portions of the
Building.

     (f) "Condemnation" means the exercise of any governmental power, whether by
legal proceedings or otherwise, by a condemnor and a voluntary sale or transfer
by Landlord to any condemnor, either under threat of condemnation or while legal
proceedings for condemnation are pending.

     (g) "Condemnor" means any public or quasi-public authority or entity having
the power of condemnation.

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     (h) "Damage" means any injury, deterioration, or loss to a person,
property, the Premises or the Building caused by another person's acts or
omissions or by Acts of God. Damage includes death.

     (i) "Damages" means a monetary compensation or indemnity that can be
recovered in the courts by any person who has suffered damage to his person,
property or rights through another's acts or omissions.

     (j) "Date of taking" means the date the condemnor has the right to
possession of the property being condemned.

     (k) "Encumbrance" means any mortgage, deed of trust or other written
security device or agreement affecting the Premises, and the note or other
obligation secured by it, that constitutes security for the payment of a debt or
performance of an obligation.

     (l) "Expiration" means the coming to an end of the time specified in the
Lease as its duration, including any extension of the Term.

     (m) "Force majeure" means strikes, lockouts, labor disputes, shortages of
labor or materials, fire or other casualty, Acts of God or any other cause
beyond the reasonable control of a party.

     (n) "Good condition" means the good physical condition of the Premises and
each portion of the Premises, including without limitation, all of the Tenant
Improvements, Tenant's alterations, Tenant's trade fixtures, Tenant's Personal
Property, all as defined In this Section, signs, walls, interior partitions,
windows, window coverings, glass, doors, carpeting and resilient flooring,
ceiling files, plumbing fixtures and lighting fixtures, all of which shall be in
conformity with building standard finishes, ordinary wear and tear, damage by
fire or other casualty and taking by condemnation excepted.

     (o) "Hazardous substances" means any industrial waste, toxic waste,
chemical contaminant or other substance considered hazardous, toxic or lethal to
persons or property or designated as hazardous, toxic or lethal to persons or
property under any laws, including without limitation, asbestos material or
materials containing asbestos.

     (p) "Hold harmless" means to defend and indemnify from all liability,
losses, penalties, damages as defined in this Section, costs, expenses
(including without limitation, attorneys' fees), causes of action, claims or
judgments arising out of or related to any damage, as defined in this Section,
to any person or property.

     (q) "Law" means any constitution, statute, ordinance, regulation, rule,
resolution, judicial decision, administrative order or other requirement of any
federal, state, county, municipal or other governmental agency or authority
having jurisdiction over the parties or the Property, or both, in effect either
at the time of execution of this Lease or at any time during the Term, including
without limitation, any regulation or order of a quasi-official entity or body
(e.g. board of fire examiners or public utilities) and any legally effective
conditions, covenants or restrictions affecting the Property.

     (r) "Lender" means the mortgagee, beneficiary, secured party or other
holder of an encumbrance, as defined in this Section.

     (s) "Lien" means a charge imposed on the Premises by someone other than
Landlord, by which the Premises are made security for the performance of an act.

     (t) "Maintenance" means repairs, replacement, repainting and cleaning.

     (u) "Mortgage" means any deed of trust, mortgage or other written security
device or agreement affecting the Premises, and the note or other obligation
secured by it, that constitutes security for the payment of a debt or
performance of an obligation.

     (v) "Mortgagee" means the beneficiary under a deed of trust or mortgagee
under a mortgage.

     (w) "Mortgagor" means the grantor or trustor under a deed of trust or
mortgagor under a mortgage.

     (x) "Operating Costs" means all costs of any kind incurred by Landlord in
operating, cleaning, equipping, protecting, lighting, repairing, replacing,
heating, air-conditioning, maintaining and insuring the Property. Operating
Costs shall include, without limitation, the following costs: (i) salaries,
wages, bonuses and other compensation (including hospitalization, medical,
surgical, retirement plan, pension plan, union dues, life insurance, including
group life insurance, welfare and other fringe benefits, and vacation, holidays
and other paid absence benefits) relating to employees of Landlord or its agents
directly engaged in the operation, repair, or maintenance of the Property; (ii)
payroll, social security, workers' compensation, unemployment and similar taxes
with respect to such employees of Landlord or its authorized representatives,
and the cost of providing disability or other benefits imposed by law or
otherwise, with respect to such employees; (iii) uniforms (including the
cleaning, replacement and pressing thereof) provided to such employees; (iv)
premiums and other charges incurred by Landlord with respect to fire,
earthquake, other casualty, all risk, rent loss and liability insurance, any
other insurance as is deemed necessary or advisable in the reasonable judgment
of Landlord and, after the Base Year, costs of repairing an insured casualty to
the extent of the deductible amount under the applicable insurance policy; (v)
water charges and sewer rents or fees; (vi) license, permit and inspection fees;
(vii) sales, use and excise taxes on goods and services purchased by Landlord in
connection with the operation, maintenance or repair of the Property and
Building systems and equipment; (viii) telephone, facsimile, messenger, express
delivery service, postage, stationery supplies and other expenses incurred in

                                       16
   17

connection with the operation, management, maintenance, or repair of the
Property; (ix) property management fees and expenses; (x) repairs to and
physical maintenance of the Property, including building systems and
appurtenances thereto and normal repair and replacement of worn-out equipment,
facilities and installations, but excluding the replacement of major building
systems (except to the extent provided in (xvi) and (xvii) below); (xi)
janitorial, window cleaning, security, extermination, water treatment, rubbish
removal, plumbing and other services and inspection or service contracts for
elevator, electrical, HVAC, mechanical and other building equipment and systems
or as may otherwise be necessary or proper for the operation or maintenance of
the Property; (xii) supplies, tools, materials, and equipment used in connection
with the operation, maintenance or repair of the Property; (xiii) accounting,
legal and other professional fees and expenses; (xiv) painting the exterior or
the public or common areas of the Building and the cost of maintaining the
sidewalks, landscaping and other common areas of the Property; (xv) all costs
and expenses for electricity, chilled water, air conditioning, water for
heating, gas, fuel, steam, heat, lights, power and other energy related
utilities required in connection with the operation, maintenance and repair of
the Property; (xvi) the cost of any improvements which Landlord elects to
capitalize made by Landlord to the Property during the Term in compliance with
the requirements of any laws or regulation or insurance requirement with which
the Property was not required to comply during the Base Year, as reasonably
amortized by Landlord, with interest on the unamortized balance at the rate of
twelve percent (12%) per year, or the maximum legal rate of interest, whichever
is less; (xvii) the cost of any improvements which Landlord elects to capitalize
made by Landlord to the Property during the term of this Lease for the
protection of the health and safety of the occupants of the Property or that are
intended to reduce other Operating Costs, as reasonably amortized by Landlord,
with interest on the unamortized balance at the rate of twelve percent (12%) per
year, or the maximum legal rate of interest, whichever is less; (xviii) a
reasonable reserve for repair or replacement of equipment used in the
maintenance or operation of the Property; (xix) the cost of furniture,
draperies, carpeting, landscaping and other customary and ordinary items of
personal property (excluding paintings, sculptures and other works of art)
provided by Landlord for use in common areas of the Building or in the Building
office (to the extent that such Building office is dedicated to the operation
and management of the Property), such costs to be amortized over the useful life
thereof; (xx) any such expenses and costs resulting from substitution of work,
labor, material or services in lieu of any of the above itemizations, or for any
such additional work, labor, services or material resulting from compliance with
any laws or orders applicable to the Property; (xxi) Building office rent or
rental value; and (xxii) all other costs which, in accordance with generally
accepted accounting principles used by Landlord, as applied to the maintenance
and operation of office and/or retail buildings, are property chargeable to the
operation and maintenance of the Property,

        Operating Costs shall not include the following: (i) depreciation on the
Building; (ii) debt service; (iii) capital improvements, except as otherwise
provided in clauses (xvi) and (xvii) above, (iv) rental under any ground or
underlying leases; (v) Real Property Taxes, (vi) attorneys' fees and expenses
incurred in connection with lease negotiations with prospective tenants; (vii)
the cost of tenant improvements; (viii) advertising expenses; or (ix) real
estate broker's or other leasing commissions.

     (y) "Parties" means Landlord and Tenant.

     (z) "Party" means Landlord or Tenant.

     (aa) "Person" means one or more human beings, or legal entities or other
artificial persons, including without limitation, partnerships, corporations,
trusts, estates, associations and any combination of human beings and legal
entities.

     (bb) "Property" means the Premises, Building and Land.

     (cc) "Provision" means any term, agreement, covenant, condition, clause,
qualification, restriction, reservation, or other stipulation in the Lease that
defines or otherwise controls, establishes, or limits the performance required
or permitted by either party.

     (dd)"Real Property Taxes" means any form of tax, assessment, general
assessment, special assessment, lien, levy, bond obligation, license fee,
license tax, tax or excise on rent, or any other levy, charge or expense,
together with any statutory interest thereon, (individually and collectively,
the "Impositions"), now or hereafter imposed or required by any authority having
the direct or indirect power to tax, including any federal, state, county or
city government or any school, agricultural, lighting, drainage or other
improvement or special assessment district thereof, (individually and
collectively, the "Governmental Agencies") on any interest of Landlord or Tenant
or both (including any legal or equitable interest of Landlord or its mortgagee,
if any) in the Premises or the Property, including without limitation:

          (i) any Impositions upon, allocable to or measured by the area of the
Premises or the Property, or the rental payable hereunder, including without
limitation, any gross income tax or excise tax levied by any Governmental
Agencies with respect to the receipt of such rental; or

          (ii) any Impositions upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair or use or occupancy by
Tenant of the Premises or any portion thereof; or

          (iii) any Impositions upon or with respect to the building equipment
and personal property used in connection with the operation and maintenance of
the Property or upon or with respect to the furniture, fixtures and decorations
in the common areas of the Property.

          (iv) any Impositions upon this Lease or this transaction or any
document to which Tenant is a party creating or transferring an interest or an
estate in the Premises; or


                                       17

   18

          (v) any Impositions by Governmental Agencies (whether or not such
Impositions constitute tax receipts) in substitution, partially or totally, of
any impositions now or previously included within the definition of real
property taxes, including those calculated to increase tax increments to
Governmental Agencies and to pay for such services as fire protection, water
drainage, street, sidewalk and road maintenance, refuse removal or other
government all services formerly provided without charge to property owners or
occupants; or

          (vi) any and all costs, including without limitation, the fees of
attorneys, tax consultants and experts, incurred by Landlord should Landlord
elect to negotiate or contest the amount of such real property taxes in formal
or informal proceedings before the Governmental Agency imposing such real
property taxes; provided, however, that real property taxes shall in no event
include Landlord's general income, inheritance, estate, gift or franchise taxes.

     (ee) "Rent" means Minimum Monthly Rent, as adjusted from time to time under
this Lease, Additional Rent, Prepaid Rent, Security Deposit, all as defined in
this Section, payments of Tenant's Share of increases in Real Property Taxes and
Operating Costs, insurance, utilities and other charges payable by Tenant to
Landlord.

     (ff) "Rentable square feet of space" as to the Premises or the Building, as
the case may be, means the number of usable square feet of space times the
applicable R/U Ratio(s) as defined in this Section.

     (gg) "Restoration" means the reconstruction, rebuilding, rehabilitation and
repairs that are necessary to return damaged portions of the Premises and the
Building to substantially the same physical condition as they were in
immediately before the damage,

     (hh) "R/U Ratio" means the rentable area of a floor of the Building divided
by the usable area of such floor, both of which shall be computed in accordance
with American National Standard Z65.1-1996 Method of Measuring Floor Space in
Office Buildings as published by the Building Owners and Managers Association,
as amended from time to time.

     (ii) "Substantially complete" or "substantially completed" or "substantial
completion" means the completion of Landlord's construction obligation, subject
to completion or correction of "punch list" items, that is, minor items of
incomplete or defective work or materials or mechanical maladjustments that are
of such a nature that they do not materially interfere with or impair Tenant's
use of the Premises for the Permitted Use.

     (jj) "Successor" means assignee, transferee, personal representative, heir,
or other person or entity succeeding lawfully, and pursuant to the provisions of
this Lease, to the rights or obligations of either party.

     (kk) "Tenant Improvements" means (i) the improvements and alterations set
forth in Exhibit C, (ii) window coverings, lighting fixtures, plumbing fixtures,
cabinetry and other fixtures installed by either Landlord or Tenant at any time
during the Term, and (iii) any improvements and alterations of the Premises made
for Tenant by Landlord at any time during the Term.

     (11) "Tenant's personal property" means Tenant's equipment, furniture, and
movable property placed in the Premises by Tenant.

     (mm) "Tenant's trade fixtures" means any property attached to the Premises
by Tenant.

     (nn) "Termination" means the ending of the Term for any reason before
expiration, as defined in this Section.

     (oo) "Work" means the construction of any improvements or alterations or
the performance of any repairs done by Tenant or caused to be done by Tenant on
the Premises as permitted by this Lease.

42. MISCELLANEOUS PROVISIONS.

     (a) ENTIRE AGREEMENT. This Lease sets forth the entire agreement of the
parties as to the subject matter hereof and supersedes all prior discussions and
understandings between them. This Lease may not be amended or rescinded in any
manner except by an instrument in writing signed by a duly authorized officer or
representative of each party hereto.

     (b) GOVERNING LAW. This Lease shall be governed by, and construed and
enforced in accordance with, the laws of the State of Washington.

     (c) SEVERABILITY. Should any of the provisions of this Lease be found to be
invalid, illegal or unenforceable by any court of competent jurisdiction, such
provision shall be stricken and the remainder of this Lease shall nonetheless
remain in full force and effect unless striking such provision shall materially
alter the intention of the parties.

     (d) JURISDICTION. In the event any action is brought to enforce any of the
provisions of this Lease, the parties agree to be subject to exclusive in
personam jurisdiction in the Superior Court, King County, for the State of
Washington or in the United States District Court for the Western District of
Washington and agree that in any such action venue shall lie exclusively at
Seattle, Washington.

     (e) WAIVER. No waiver of any right under this Lease shall be effective
unless contained in a writing signed by a duly authorized officer or
representative of the party sought to be charged with the waiver and no


                                       18

   19

waiver of any right arising from any breach or failure to perform shall be
deemed to be a waiver of any future right or of any other right arising under
this Lease.

     (f) CAPTIONS. Section captions contained in this Lease are included for
convenience only and form no part of the agreement between the parties.

     (g) NOTICES. All notices or requests required or permitted under this Lease
shall be in writing. If given by Landlord such notices or requests may be
personally delivered or sent by certified mail, return receipt requested,
postage prepaid. If given by Tenant such notices or requests may be personally
delivered or sent by certified mail, return receipt requested, postage prepaid.
Such notices or requests shall be deemed given when so delivered or mailed,
irrespective of whether such notice or request is actually received by the
addressee. All notices or requests to Landlord shall be sent to Landlord at
Landlord's Address for Notice and all notices or requests to Tenant shall be
sent to Tenant at Tenant's Address for Notice. Either party may change the
address to which notices shall be sent by notice to the other party.

     (h) BINDING EFFECT. Subject to the provisions of Section 25 captioned
"Assignment and Subletting", this Lease shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. No
permitted assignment of this Lease or Tenant's rights hereunder shall be
effective against Landlord unless and until an executed counterpart of the
instrument of assignment shall have been delivered to Landlord and Landlord
shall have been furnished with the name and address of the assignee. The term
"Tenant" shall be deemed to include the assignee under any such permitted
assignment.

     (i) EFFECTIVENESS. This Lease shall not be binding or effective until
properly executed and delivered by Landlord and Tenant.

     (j) GENDER AND NUMBER. As used in this Lease, the masculine shall include
the feminine and neuter, the feminine shall include the masculine and neuter,
the neuter shall include the masculine and feminine, the singular shall include
the plural and the plural shall include the singular, as the context may
require.

     (k) TIME OF THE ESSENCE. Time is of the essence in the performance of all
covenants and conditions in this Lease for which time is a factor.

Dated the date first above written.

LANDLORD:                               TENANT:
Pacific NW Title Building, Inc.,        Amazon.com, Inc., a Delaware corporation
a Washington corporation

By  /s/ PETER MURPHY                    By    /s/ OSWALDO DUENAS
    ---------------------------------         ----------------------------------
Its PRES.                               Its   VP OPERATIONS
    ---------------------------------         ----------------------------------

By                                      By
    ---------------------------------         ----------------------------------
Its                                     Its
    ---------------------------------         ----------------------------------


This Lease has been prepared for submission to you and your attorney. Martin
Smith Inc is not authorized to give legal or tax advice. Neither Landlord nor
Martin Smith Inc makes any representations or recommendations as to the legal
sufficiency, legal effect or tax consequences of this document or any
transaction relating thereto. These are questions for your attorney with whom
you should consult before signing the document to determine whether your legal
rights are adequately protected.


                                [Notary attached]


                                       19

   20
STATE OF  WASHINGTON  )
                      ) ss.
COUNTY OF KING        )

I certify that I know or have satisfactory evidence that OSWALDO DUENAS is the
person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she was authorized to execute the
instrument, and acknowledged it as the (title) VP OPERATIONS of (entity)
AMAZON.COM a DELAWARE CORP. to be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.

Witness my hand seal this 23 day March 1998.

                                   /s/ LAURA LEE ELDER
                                   ---------------------------------------------
[SEAL]                                            Notary Public

                                   (Print Name) LAURA LEE ELDER
                                                --------------------------------
                                   Residing at  MTLK TERR, WA
                                                --------------------------------
                                   My Commission Expires: 11-20-01
                                                          ----------------------

STATE 0F _____________)
                      ) ss.
COUNTY OF ____________)

I certify that I know or have satisfactory evidence that
__________________________________ is the person who appeared before me, and
said person acknowledged that he/she signed this instrument, on oath stated that
he/she was authorized to execute the instrument, and acknowledged it as the
(title)____________________________ of (entity)______________________ , a
_____________________ to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.

Witness my hand and official seal this    day             19__ .

                                   ---------------------------------------------
                                                  Notary Public

                                   (Print Name) 
                                                --------------------------------
                                   Residing at  
                                                --------------------------------
                                   My Commission Expires: 
                                                          ----------------------


STATE OF  WASHINGTON  )
                      ) ss.
COUNTY OF KING        )

I certify that I know or have satisfactory evidence that PETER MURPHY is the
person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she was authorized to execute the
instrument, and acknowledged it as the (title) President of (entity) PACIFIC NW
TITLE BUILDING, INC., A WASHINGTON CORPORATION to be the free and voluntary act
of such party for the uses and purposes mentioned in the instrument.

Witness my hand seal this 27 day March 1998.

                                   /s/ MAURINE A. MCCORMICK
                                   ---------------------------------------------
[SEAL]                                            Notary Public

                                   (Print Name) MAURINE A. MCCORMICK
                                                --------------------------------
                                   Residing at  SEATTLE
                                                --------------------------------
                                   My Commission Expires: 4-20-01
                                                          ----------------------


STATE OF _____________)
                      ) ss.
COUNTY OF ____________)

I certify that I know or have satisfactory evidence that
__________________________________ is the person who appeared before me, and
said person acknowledged that he/she signed this instrument, on oath stated that
he/she was authorized to execute the instrument, and acknowledged it as the
(title)____________________________ of (entity)______________________ , a
_____________________ to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.

Witness my hand and official seal this    day             19__ .

                                   ---------------------------------------------
                                                  Notary Public

                                   (Print Name) 
                                                --------------------------------
                                   Residing at  
                                                --------------------------------
                                   My Commission Expires: 
                                                          ----------------------

   21

                                      RIDER

     THIS RIDER is part of that certain Lease dated March 9, 1998 by and between
PACIFIC NORTHWEST TITLE BUILDING COMPANY, INC, A WASHINGTON CORPORATION
("Landlord"), and AMAZON.COM, INC., A DELAWARE CORPORATION ("Tenant"), who
further agree as follows:

43. RIGHT OF FIRST OFFER. Provided Tenant is not then in default under this
Lease, Landlord hereby grants to Tenant the right of first offer, subject to any
pre-existing rights of other tenants, with respect to any space in the Building
that is or becomes vacant and available for lease during the Term. If any space
in the Building (the "RFO Space") is or becomes vacant and available for lease
during the term, then Landlord shall give Tenant notice of the availability of
the RFO Space (the "Offer Notice"). To exercise the right of first offer, Tenant
must within five (5) days after receipt of the Offer Notice give Landlord notice
of its acceptance of Landlord's offer to lease the RFO Space (the "Acceptance
Notice"). If Tenant gives the Acceptance Notice within such five (5) day period,
then the RFO Space shall be added to the Premises after the end of such five (5)
day period (the "RFO Space Commencement Date"), the Minimum Monthly Rent shall
be increased as of the RFO Space Commencement Date by an amount equal to the
rental rate per rentable square foot of space then applicable under the Lease
times the number of rentable square feet of space in the RFO Space and Tenant's
Share shall be appropriately adjusted as of the RFO Space Commencement Date. If
Tenant fails to give the Acceptance Notice within such five (5) day period, then
the right of first offer shall immediately terminate as to the RFO Space, and
Landlord shall be free to lease the RFO Space, or portions thereof, to third
parties.

44. RIGHT OF FIRST REFUSAL. Provided Tenant is not then in default under this
Lease, Landlord hereby grants to Tenant the ongoing right of first refusal
during the Term of this Lease, subject to any pre-existing rights of other
tenants, with respect to any space in the Building that is or becomes vacant and
available for lease during the Term. If any space in the Building is or becomes
vacant and available for lease during the Term and if Landlord receives an offer
to lease part or all of such space from a third party which offer is acceptable
to Landlord (the "Third Party Offer"), then Landlord shall offer to lease the
space covered by the Third Party Offer (the "Third Party Offer Space") to Tenant
by giving notice thereof to Tenant (the "Offer Notice"). The Rent payable by
Tenant for the Third Party Offer Space shall be Fifteen and 00/100ths Dollars
($15.00) per rentable square foot of space leased. Tenant shall have five (5)
days after receipt of the Offer Notice to give Landlord notice of its acceptance
of Landlord's offer to lease the Third Party Offer Space (the "Acceptance
Notice"). If Tenant gives the Acceptance Notice within such five (5) day period,
then Landlord shall lease the Third Party Offer Space to Tenant on the terms set
forth in the Offer Notice. If Tenant fails to give the Acceptance Notice within
such five (5) day period, then Landlord shall be free to lease the Third Party
Offer Space, or portions thereof, to third parties. If a third party fails to
lease the Third Party Offer Space, then this right of first refusal shall
continue as described herein throughout the Term.

45. PARKING. Tenant acknowledges that no parking arrangements are associated
with the Building nor available under this Lease. Landlord and its Agent agree
to diligently assist Tenant in procuring monthly parking in the area in which
the Building is located; however, neither Landlord nor Its Agent have control
over the availability of monthly parking in the area and make no representations
to Tenant in this regard.

     DATED the date first above written.


LANDLORD:                               TENANT:
Pacific Northwest Title Building        Amazon.com, Inc., a Delaware corporation
Company, Inc., a Washington 
corporation

By  /s/ PETER MURPHY                    By    /s/ OSWALDO DUENAS
    ---------------------------------         ----------------------------------
Its PRES.                               Its   VP OPERATIONS
    ---------------------------------         ----------------------------------

By                                      By
    ---------------------------------         ----------------------------------
Its                                     Its
    ---------------------------------         ----------------------------------


                                      RIDER
   22

                                    EXHIBIT A
                                LEGAL DESCRIPTION

                              215 Columbia Building

Lots 2 & 3 TOGETHER WITH the Easterly one-half of vacated alley lying
immediately westward and adjoining said lots, ALL in Block 6 of Boren and
Denny's Addition to the City of Seattle, as per plat recorded in Volume 1 of
Plats, on page 27, records of King County; EXCEPT the Easterly 9 feet condemned
under City of Seattle, Ordinance No. 14345 for the widening of Third Avenue,
situate in the City of Seattle, County of King, State of Washington.

                                                              Initials: ________
                                                                        ________
                                                                        ________
                                                                        ________



                                LEGAL DESCRIPTION
                                    EXHIBIT A

   23

                                    EXHIBIT B
                                   FLOOR PLAN


                                    [DIAGRAM]


                                                              Initials: ________
                                                                        ________
                                                                        ________
                                                                        ________


Third Floor
Approximately 11,720 rentable square feet. Interior Improvements may not be
exactly as shown.


                                   FLOOR PLAN
                                    EXHIBIT B
                                     Page 1

   24

                                    EXHIBIT B
                                   FLOOR PLAN

                                    [DIAGRAM]


                                                              Initials: ________
                                                                        ________
                                                                        ________
                                                                        ________


Fourth Floor
Approximately 11,100 rentable square feet. Interior Improvements may not be
exactly as shown.


                                   FLOOR PLAN
                                    EXHIBIT B
                                     Page 2

   25

                                    EXHIBIT C
                                   WORK LETTER

     THIS WORK LETTER Is made and entered Into this 5th day of March 1998 by and
between PACIFIC NW Title BUILDING, INC., A WASHINGTON CORPORATION ("Landlord")
and AMAZON.COM, Inc., A DELAWARE CORPORATION ("Tenant").

     Landlord and Tenant have entered into a Lease dated of even date herewith
covering certain Premises located in the 215 Columbia Building in Seattle,
Washington (the "Lease"). Under the Lease, Tenant has accepted the Premises in
"AS IS" condition without any obligations for the performance of improvements or
other work by Landlord, and Tenant may not make any improvements to the Premises
without first obtaining Landlord's written consent, which consent may be
withheld in Landlord's sole discretion. Landlord and Tenant agree that should
Tenant desire to make improvements to the Premises, such improvements and
alterations shall be in accordance with plans and specifications to be mutually
agreed upon between the parties.

     Any and all improvements or alterations to the Premises shall be made at
Tenant's sole cost and expense, unless Landlord, in its sole discretion, agrees
to contribute to the cost of such improvements or alterations as set forth in
Section 14(a) of the Lease.

     This Work Letter, together with the Lease, contains the entire agreement of
the parties with respect to any matters covered or mentioned in this Work Letter
and no prior agreements or understandings pertaining to any such matter shall be
effective for any purpose. No provision of this Work Letter may be amended or
added to except in writing signed by the parties hereto or their respective
successors and assigns in interest. This Work Letter shall not be effective or
binding upon any party until fully executed by both parties hereto.

     DATED the date first above written.

LANDLORD:                               TENANT:
Pacific NW Title Building, Inc.,        Amazon.com, Inc., a Delaware corporation
a Washington corporation

By  /s/ PETER MURPHY                    By    /s/ OSWALDO DUENAS
    ---------------------------------         ----------------------------------
Its PRES.                               Its   VP OPERATIONS
    ---------------------------------         ----------------------------------

By                                      By
    ---------------------------------         ----------------------------------
Its                                     Its
    ---------------------------------         ----------------------------------


                                   WORK LETTER
                                    EXHIBIT C

   26
                                    EXHIBIT D
                              RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be installed
or displayed on any part of the exterior or in any area visible from the
exterior of the Building without the prior written consent of the Landlord,
which consent shall not be unreasonably withheld or delayed. Landlord shall have
the right to remove, at Tenant's expense and without notice, any sign installed
or displayed in violation of this rule. All signs or lettering on doors and
walls shall be printed, painted, affixed or inscribed at the expense of Tenant.
At the expiration or termination of Tenant's Lease, Tenant, at Tenant's sole
cost and expense, shall remove all tenant-installed signage and repair and paint
any and all damage resulting from installation and/or removal of said signage.

2. Tenant shall not install any curtains, blinds, shades, screens or hanging
plants or other similar objects attached to or used in connection with any
window or door of the Premises except building-standard drapes approved by
Landlord. No awning shall be permitted on any part of the Premises. Tenant shall
not place anything against or near glass partitions or doors or windows which
may appear unsightly from outside the Premises.

3. Tenant shall not obstruct any sidewalks, lobbies, halls, passages, exits,
entrances, elevators, or stairways of the Building. The halls, passages, exits,
entrances, lobbies, elevators, and stairways are not open to the general public.
Landlord shall in all cases retain the right to control and prevent access
thereto of all persons whose presence in the judgment of Landlord would be
prejudicial to the safety, character, reputation and interest of the Building
and its Tenants; provided that nothing herein contained shall be construed to
prevent such access to persons with whom any Tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities. No Tenant and no employee or invitee of any tenant shall go upon the
roof of the Building without Landlord's prior written consent.

4. The directory of the Building will be provided exclusively for the display of
the name and location of tenants' business only, and Landlord reserves the
right to exclude any other names therefrom.

5. All cleaning and janitorial services for the Building and the Premises,
unless otherwise provided in the Lease, shall be provided exclusively through
Landlord, and except with the written consent of Landlord, no person or persons
other than those approved by Landlord shall be employed by Tenant or permitted
to enter the Building for the purpose of cleaning the same. Tenant shall not
cause any unnecessary labor by carelessness or indifference to the good order
and cleanliness of the Premises. Landlord shall not in any way be responsible to
any tenant for any loss of property on the Premises, however occurring, or for
any damage to any tenant's property by the janitor or any other employee or any
other person.

6. Landlord shall furnish Tenant with appropriate number of keys to each door
lock in the Premises and to the main entrance door of the Building. Landlord may
make a reasonable charge for any additional keys. Tenant shall not make or have
made additional keys, and Tenant shall not alter any lock or install a new
additional lock or bolt on any door of its Premises. Tenant, upon termination of
its tenancy, shall deliver to Landlord all keys to all doors which have been
furnished to Tenant, and in the event of loss of any keys so furnished, shall
reimburse Landlord for the cost of any new lock(s) required due to such loss.

7. Freight elevator(s), if any, shall be available for use by all tenants in the
Building, subject to such reasonable scheduling as Landlord in its discretion
shall deem appropriate. No equipment, materials, furniture, packages, supplies,
merchandise or other property will be received in the Building or carried in the
passenger elevators except between such hours and in such elevators as may be
designated by Landlord.

8. Tenant shall not place a load upon any floor of the Premises which exceeds
the load per square foot which such floor was designed to carry and which is
allowed by law. Landlord shall have the right to prescribe the weight, size and
position of all equipment, materials, furniture or other property brought into
the Building. Heavy objects shall, if considered necessary by Landlord, stand on
such platforms as determined by Landlord to be necessary to properly distribute
the weight of such objects. Business machines and mechanical equipment belonging
to Tenant which cause noise or vibration that may be transmitted to the
structure of the Building or to any space therein or to any tenants in the
Building shall be placed and maintained by Tenant, at Tenant's sole cost and
expense, on vibration eliminators or other devices sufficient to eliminate noise
or vibration. Landlord will not be responsible for loss of, or damage to, any
such equipment or other property from any cause, and all damage done to the
Building by maintaining or moving such equipment or other property shall be
repaired at the expense of Tenant.

9. Tenant shall not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment. Tenant shall not
use or permit to be used in the Premises any foul or noxious gas or substance,
or permit or allow the Premises to be occupied or used In a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors, or vibrations, nor shall Tenant bring into or keep in or about the
Premises any animals, including dogs (except seeing-eye dogs).

10. Tenant shall not use any method of heating or air conditioning other than
that supplied by Landlord.

11. Tenant shall not waste electricity, water or air conditioning, and Tenant
agrees to cooperate fully with Landlord to assure the most effective operation
of the Building's heating and air-conditioning system and to comply with any
governmental energy-saving rules, laws or regulations, of which Tenant has
actual notice, and shall refrain from attempting to adjust controls. Tenant
shall keep corridor and exterior doors closed and shall close window coverings
at the end of each business day.


                              RULES AND REGULATIONS
                                    EXHIBIT D
                                     Page 1

   27

12. The name of the Building is the 215 Columbia Building. Landlord reserves the
right, exercisable without notice and without liability to Tenant, to change the
name of the Building.

13. Landlord reserves the right to exclude from the Building between the hours
of 6:00 p.m. and 7:00 a.m. the following day, or such other hours as may be
established from time to time by Landlord, and on Sundays and legal holidays any
person, unless that person is known to the person or employee in charge of the
Building and has a pass or is properly Identified. Tenant shall be responsible
for all persons for whom it requests passes and shall be liable to Landlord for
all acts of such persons. Landlord shall not be liable for damages for any error
with regard to the admission to or exclusion from the Building of any person.
Landlord reserves the right to prevent access to the Building in case of
invasion, mob, riot, public excitement or other commotion by closing the doors
or by other appropriate action.

14. Tenant shall close and lock the doors of its Premises and entirely shut off
all water faucets or other water apparatus, electricity, copiers and other
office equipment, including coffee pots, etc., before Tenant and its employees
leave the Premises. Tenant shall be responsible for any damage or injuries
sustained by other tenants or occupants of the Building or by Landlord for
noncompliance with this rule.

15. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed, and no
foreign substance of any kind whatsoever shall be thrown therein. The expense of
any breakage, stoppage or damage resulting from the violation of this rule shall
be borne by the tenant, or employees or invitees of the tenant, who shall have
caused it.

16, Tenant shall not make any room-to-room solicitation of business from other
tenants in the Building. Tenant shall not use the Premises for any business or
activity other than that specifically provided for in Tenant's Lease.

17. Canvassing, soliciting and distribution of handbills or any other written
material, and peddling in the Building are prohibited, and each tenant shall
cooperate to prevent same.

18. Tenant shall not install any radio or television antenna, loudspeaker or
other device on the roof or exterior walls of the Building except as permitted
in the Lease. Tenant shall not interfere with radio or television broadcasting
or reception from or in the Building or elsewhere.

19. Landlord reserves the right to direct electricians as to where and how
telephone, computer or other wiring or cabling are to be introduced to the
Premises. Tenant shall not cut nor bore holes for wiring or cabling without
Landlord's prior written consent, said consent shall not be unreasonably
withheld. Tenant shall not affix any floor covering to the floor of the Premises
in any manner except as approved by Landlord. Tenant shall repair any damage
resulting from noncompliance with this rule.

20. Landlord reserves the right to exclude or expel from the Building any person
who, in Landlord's judgment, is intoxicated or under the influence of alcohol or
drugs or who is in violation of any of the Rules and Regulations of the
Building.

21. Tenant shall store all its trash and garbage within its Premises. Tenant
shall not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage disposal.
All garbage and refuse disposal shall be made in accordance with directions
issued from time to time by Landlord. All garbage over and above normal (i.e.,
major-delivery wrappings, etc.) shall be at Tenants sole cost and expense.
Tenant agrees to cooperate with Landlord in recycling programs as may be
established from time to time by Landlord.

22. The Premises shall not be used for lodging nor for manufacturing of any
kind, nor shall the Premises be used for any improper, immoral or objectionable
purpose. No cooking shall be done or permitted by Tenant on the Premises, except
that use by Tenant of Underwriters Laboratory approved equipment for brewing
coffee, tea, hot chocolate and similar beverages, and microwave ovens shall be
permitted; provided that such equipment and use is in accordance with all
applicable federal, state, county and city laws, codes, ordinances, rules and
regulations and does not cause objectionable odor.

23. Without the written consent of Landlord, Tenant shall not use the name of
the Building in connection with or in promoting or advertising the business of
Tenant except as Tenant's address.

24. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

25. Tenant assumes any and all responsibility for protecting its Premises from
theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed.

26. The requirements of Tenant will be attended to only upon appropriate
application to the office of the Building by an authorized individual. Employees
of Landlord shall not perform any work or do anything outside their regular
duties unless under special instructions from Landlord, and no employee of
Landlord will admit any person (Tenant or otherwise) to any office of the
Building without specific instructions from Landlord.

27. Tenant and Tenants employees shall not park vehicles in any parking areas
designated by Landlord as reserved parking areas or as visitor parking areas.
Tenant shall not park any vehicles in the Building parking areas other than
automobiles, motorcycles, motor-driven or nonmotor-driven bicycles or
four-wheeled trucks.

28. Tenant and Tenant's delivery personnel shall utilize loading zones and
delivery entrances for all deliveries. Any damage to the Building or Premises
resulting from Tenant's deliveries shall be repaired at the sole cost and
expense of the Tenant.


                              RULES AND REGULATIONS
                                    EXHIBIT D
                                     Page 2

   28

29. Tenant and Tenant's delivery personnel shall not use in any space or in the
common areas of the Building any hand truck except those equipped with rubber
tires and side guards or such other material-handling equipment as Landlord may
approve. Tenant shall not bring vehicles of any other kind into the Building.

30. All moving of furniture or other equipment shall be done so as to have
minimal impact on other tenants' and visitors' use of elevators, common areas,
and parking facilities.

31. The Building is a nonsmoking building.

32. Landlord may waive any one or more of these Rules and Regulations for the
benefit of Tenant or any other tenant, but no such waiver by Landlord shall be
construed as a waiver of such Rules and Regulations in favor of Tenant or any
other tenant, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all of the tenants of the Building.

33. These Rules and Regulations are in addition to and shall not be construed to
in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of any premises in the Building.

34. Landlord reserves the right to make such other and reasonable Rules and
Regulations as, in its judgment, may from time to time be needed for safety and
security, for care and cleanliness of the Building and for the preservation of
good order therein. Tenant agrees to abide by all such Rules and Regulations
hereinabove stated and any additional reasonable Rules and Regulations which are
adopted.

35. Tenant shall be responsible for the observance of all of the foregoing Rules
and Regulations by Tenant's employees, agents, clients, customers, invitees and
guests.

                                                              Initials: ________
                                                                        ________
                                                                        ________
                                                                        ________


                              RULES AND REGULATIONS
                                    EXHIBIT D
                                     Page 3
   29
                              LEASE AMENDMENT NO. 1

THIS LEASE AMENDMENT NO. 1 is made and entered into this 21st day of April 1998
by and between PACIFIC NW TITLE BUILDING, INC., A WASHINGTON CORPORATION
("Landlord"), and AMAZON.COM, INC., A DELAWARE CORPORATION ("Tenant").

RECITALS: Landlord and Tenant entered into a written Lease dated March 20, 1998
(the "Lease"), whereby Landlord leased to Tenant and Tenant leased from Landlord
certain Premises consisting of approximately 22,820 rentable square feet of
space located on the third and fourth floors in the 215 Columbia Building,
Seattle, Washington, designated as Suite 400. Landlord and Tenant desire to
amend the Lease to increase the number of rentable square feet leased, to revise
Tenant's Share, to adjust the Minimum Monthly Rent, and to add a provision
allowing use of the Building lobby by Tenant.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

1. Section 1(c) is hereby deleted in its entirety and replaced with the
following:

     "Premises" means that certain space outlined in red in Exhibit B and
located on the basement level, mezzanine level, first, second, third, and fourth
floors of the Building, designated as Suite 400.

2. The second sentence of Section 1(d) is hereby deleted in its entirety and
replaced with the following:

     Landlord and Tenant stipulate and agree for all purposes under this Lease
that the Building contains approximately 51,249 rentable square feet of space
(the "Building Area"") and that the Premises contain approximately 40,384
rentable square feet of space (the "Premises Area").

3. The first paragraph is hereby deleted in its entirety and replaced with the
following:

     "Tenant's Share" means the Premises Area divided by the Building Area,
expressed as a percentage, which is seventy-eight and eighty one-hundredths
percent (78.80%).

4. Section 1(i) is hereby deleted in its entirety and replaced with the
following:

     "Minimum Monthly Rent" means Fifty-two Thousand Twenty-six and no/100ths
Dollars ($52,026.00) per month.

5. Section 1(I) is hereby deleted in its entirety and replaced with the
following:

     "Prepaid Rent" means Fifty-two Thousand Twenty-six and no/100ths Dollars
($52,026.00).

6. Section 1(m) is hereby deleted in its entirety and replaced with the
following:

     "Security Deposit" means Fifty-two Thousand Twenty-six and no/100ths
Dollars ($52,026.00).

7. The following paragraph is hereby added to the Lease as Section 46:

     46. USE OF BUILDING LOBBY/ENTRANCE AREA. Tenant shall have the right during
the Term to use the lobby/entrance area (the "Lobby"), identified as "BC-3" and
crosshatched in green in Exhibit B, located on the first floor of the Building
as a reception area and for no other purpose without Landlord's prior written
consent. All the terms and conditions of the Lease shall apply to Tenant's use
of the Lobby, except rent shall not be charged for such use. Tenant acknowledges
that the visual appearance of the Lobby is important to the overall image and
value of the Building. Proper cleanliness and a professional appearance of the
Lobby are each important considerations for granting this right. Tenant hereby
agrees (i) to keep the Lobby in neat, clean, and good condition at all time
during the Term; and (ii) that neither it nor its employees or invitees will
interfere with


                                       1
   30

the rights of other tenants of the Building nor create any undue disturbance
that annoys or disturbs other tenants in the Building. Any furniture placed in
the Lobby by Tenant shall be subject to Landlord's prior written approval, which
approval may be withheld in Landlord's sole discretion. If during the Term
hereof, Landlord, in Landlord's sole discretion, has reason to feel that the
visual appearance of the Lobby does not meet reasonable standards and/or that
other occupants of or visitors to the Building are being annoyed or disturbed by
Tenant's conduct or that of its employees or invitees, Landlord may so notify
Tenant in writing giving Landlord's specific objections concerning the visual
appearance or disturbance. Tenant shall correct the unsatisfactory item or items
called to its attention within twenty-four (24) hours. If Tenant fails to
satisfy Landlord's concerns within said twenty-four (24) hour period, Landlord
may exercise its remedies under this Lease.

8. Improvements. Tenant hereby accepts the Premises in "AS IS" condition. The
provisions of the Work Letter (Exhibit C to the Lease) have been completed and
shall no longer apply; Landlord shall not be required to make additional
improvements to the Premises.

9. Agency Disclosure. Martin Smith Inc hereby discloses that it represents the
Landlord and Washington Partners, Inc. represents the Tenant in this
transaction.

Except as set forth in this Lease Amendment No. 1, all the provisions of the
Lease shall remain unchanged and in full force and effect.

DATED the date first above written.


LANDLORD:                               TENANT:

Pacific Northwest Title Building        Amazon.com, Inc., a Delaware corporation
Company, Inc., a Washington 
corporation

By  /s/ PETER MURPHY                    By    /s/ RICK DALZELL
    ---------------------------------         ----------------------------------
Its PRES. & GM                          Its   CIO/VP
    ---------------------------------         ----------------------------------

By                                      By
    ---------------------------------         ----------------------------------
Its                                     Its
    ---------------------------------         ----------------------------------


                                       2

   31
STATE OF  WASHINGTON  )
                      ) ss.
COUNTY OF KING        )

I certify that I know or have satisfactory evidence that RICK DALZELL is the
person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she was authorized to execute the
instrument, and acknowledged it as the (title) CIO/VP of (entity)
AMAZON.COM a DELAWARE CORP. to be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.

Witness my hand seal this 24 day March 1998.

                                   /s/ LAURA LEE ELDER
                                   ---------------------------------------------
[SEAL]                                            Notary Public

                                   (Print Name) LAURA LEE ELDER
                                                --------------------------------
                                   Residing at  MOUNTLAKE TERRACE, WA
                                                --------------------------------
                                   My Commission Expires: 11-20-01
                                                          ----------------------


STATE OF  WASHINGTON  )
                      ) ss.
COUNTY OF KING        )

I certify that I know or have satisfactory evidence that PETER MURPHY is the
person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she was authorized to execute the
instrument, and acknowledged it as the (title) VP OPERATIONS of (entity) PACIFIC
NW TITLE BUILDING, INC., A WASHINGTON CORPORATION to be the free and voluntary
act of such party for the uses and purposes mentioned in the instrument.

Witness my hand seal this 29 day March 1998.

                                   /s/ VANESSA D. MORGAN
                                   ---------------------------------------------
[SEAL]                                            Notary Public

                                   (Print Name) VANESSA D. MORGAN
                                                --------------------------------
                                   Residing at  LYNNWOOD
                                                --------------------------------
                                   My Commission Expires: 7-29-99
                                                          ----------------------


STATE 0F _____________)
                      ) ss.
COUNTY OF ____________)

I certify that I know or have satisfactory evidence that
__________________________________ is the person who appeared before me, and
said person acknowledged that he/she signed this Instrument, on oath stated that
he/she was authorized to execute the instrument, and acknowledged it as the
(title)____________________________ of (entity)______________________ , a
_____________________ to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.

Witness my hand and official seal this    day               19__ .

                                   ---------------------------------------------
                                                  Notary Public

                                   (Print Name) 
                                                --------------------------------
                                   Residing at  
                                                --------------------------------
                                   My Commission Expires: 
                                                          ----------------------

   32
                                    EXHIBIT B
                                   FLOOR PLAN


                                    [DIAGRAM]


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                                   FLOOR PLAN
                                    EXHIBIT B

   33
                                    EXHIBIT B
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                                   FLOOR PLAN
                                    EXHIBIT B

   34
                                    EXHIBIT B
                                   FLOOR PLAN


                                    [DIAGRAM]


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                                   FLOOR PLAN
                                    EXHIBIT B

   35
                                    EXHIBIT B
                                   FLOOR PLAN


                                    [DIAGRAM]


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                                   FLOOR PLAN
                                    EXHIBIT B

   36
                                    EXHIBIT B
                                   FLOOR PLAN


                                    [DIAGRAM]


                                                              Initials: ________
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                                   FLOOR PLAN
                                    EXHIBIT B

   37
                                    EXHIBIT B
                                   FLOOR PLAN


                                    [DIAGRAM]


                                                              Initials: ________
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                                   FLOOR PLAN
                                    EXHIBIT B