549 South Dawson Street (Seattle, WA) Lease Agreement - Pacific Northwest Group A and Amazon.com Inc.





                            BASIC LEASE INFORMATION

Lease Date:                       September 30, 1996

Landlord:                         PACIFIC NORTHWEST GROUP A, a joint venture

Address of Landlord:              P.O. Box 80326
                                  5601 Sixth Avenue South
                                  Seattle, Washington  98108

Tenant:                           AMAZON.COM, Inc.,
                                  a Delaware corporation

Premises:                         549 South Dawson Street
                                  Seattle, Washington  98108

         'Premises' approximately 50,420 square feet in Building U of
approximately 93,020 square feet (computed from measurements to the exterior of
outside walls of the building and to the center of interior walls), such
premises being shown and outlined in red on the plan attached hereto as Exhibit
A, and being part of the real property described in Exhibit B attached hereto.

         Lease Term:  Commencing on the 'Commencement Date' as hereinafter
defined and ending 36 months thereafter except that in the event the
Commencement Date is a date other than the first day of a calendar month, said
term shall extend for said number of months in addition to the remainder of the
calendar month following the Commencement Date.

Scheduled Term Commencement Date:        November 1, 1996

Monthly Base Rent:                                                    $18,152.00

Security Deposit:                                                     $24,817.00

Tenant's Initial Monthly Escrow Payment for Taxes and Other Charges:  $ 2,113.00

Tenant's Initial Monthly Common Area Maintenance Charge:              $ 2,244.00

Tenant's Initial Monthly Insurance Escrow Payment:                    $   292.00

Tenant's Initial Monthly Payment Total:                               $22,801.00

         The foregoing Basic Lease Information is hereby incorporated into and
made a part of this Lease.  Each reference in this Lease to any of the Basic
Lease Information shall mean the respective information herein above set forth
and shall be construed to incorporate all of the

terms provided under the particular Lease paragraph pertaining to such
information.  In the event of any conflict between any Basic Lease Information
and the Lease, the former shall control.





                                      -2-

                                LEASE AGREEMENT

         THIS LEASE AGREEMENT, made and entered into by and between PACIFIC
NORTHWEST GROUP A, hereinafter referred to as 'Landlord', and AMAZON.COM, INC.,
a Delaware corporation, hereinafter referred to as 'Tenant';

                              W I T N E S S E T H

1.       PREMISES AND TERM.

         A.      In consideration of the obligation of Tenant to pay rental as
herein provided, and in consideration of the other terms, provisions and
covenants hereof, Landlord hereby demises and Leases to Tenant, and Tenant
hereby takes and leases from Landlord those certain Premises as outlined in red
on Exhibit 'A' attached hereto (hereinafter referred to as the 'Premises') and
incorporated herein by reference, together with all rights, privileges,
easements, appurtenances, and amenities belonging to or in any way appertaining
to the Premises and together with the buildings and other improvements situated
or to be situated upon land described in Exhibit 'B' attached hereto.

         B.      TO HAVE AND TO HOLD the same for a term commencing on the
'Commencement Date', as hereinafter defined, and ending thereafter as specified
in the Basic Lease Information, attached hereto, (the 'Lease Term'), provided,
however, that, in the event the 'Commencement Date' is a date other than the
first day of a calendar month, said term shall extend for said number of months
in addition to the remainder of the calendar month following the 'Commencement
Date'.

         C.      The 'Commencement Date' shall be the Scheduled Term
Commencement Date shown in the Basic Lease Information, attached hereto and
incorporated herein by reference, or the date upon which the Premises shall have
been substantially completed in accordance with Section 30 of this Lease,
whichever is earlier.  If the Premises shall not have been substantially
completed as aforesaid by the Scheduled Term Commencement Date, Tenant's
obligations to pay rent and its other obligations for payment under this Lease
shall commence on the date the Premises are substantially completed as
aforesaid, and Landlord shall not be liable to Tenant for any loss or damage
resulting from such delay.  Landlord shall notify Tenant in writing as soon as
Landlord deems the Premises to be substantially completed and ready for
occupancy.  In the event that the Premises have not in fact been substantially
completed as aforesaid, Tenant shall notify Landlord of its objections.
Landlord shall have a reasonable time after delivery of such notice in which to
take such corrective action as may be necessary, and shall notify Tenant in
writing as soon as it deems such corrective action has been completed so that
the Premises are substantially completed and ready for occupancy.  The taking of
possession by Tenant shall be deemed conclusively to establish that the 
Premises 




                                      -3-

have been substantially completed in accordance with the plans and
specifications and that the Premises are in good and satisfactory condition, as
of when possession was so taken, except as specifically identified in writing.
Tenant shall have no more than five (5) days after taking possession to develop
a list in writing of such conditions of the Premises which are not in good and
satisfactory condition. Tenant acknowledges that no representations as to the
repair of the Premises have been made by Landlord, unless such are expressly set
forth in this Lease. After the Commencement Date, Tenant shall, upon demand,
execute and deliver to Landlord a letter of acceptance of delivery of the
Premises, specifying the Commencement Date and the rent commencement date, in
recordable form.  In the event of any dispute as to the substantial completion
or work performed or required to be performed by Landlord, the certificate of
Landlord's architect or general contractor shall be conclusive.

2.       BASE RENT AND SECURITY DEPOSIT.

         A.      Tenant agrees to pay to Landlord Base Rent for the Premises,
in advance, without demand, deduction or set off, for the entire Lease Term
hereof at the rate specified in the Basic Lease Information, payable in monthly
installments.  One such monthly installment shall be due and payable on the
date hereof and a like monthly installment shall be due and payable on or
before the first day of each calendar month succeeding the Commencement Date
recited above during the Lease Term, except that the rental payment for any
fractional calendar month at the commencement or end of the Lease period shall
be prorated on the basis of a 30-day month.

         B.      In addition, Tenant agrees to deposit with Landlord on the
date hereof a security deposit in the amount specified in the Basic Lease
Information, which sum shall be held by Landlord, without obligation for
interest, as security for the performance of Tenant's covenants and obligations
under this Lease, it being expressly understood and agreed that such deposit is
not an advance rental deposit, not the last month's rent nor a measure of
Landlord's damages in the event of Tenant's default.  Upon the occurrence of
any event of default by Tenant, Landlord may, from time to time, without
prejudice to any other remedy provided herein or provided by law, use such
deposit to the extent necessary to make good any arrears of rent or other
payments due Landlord hereunder, and any other damage, injury, expense or
liability caused by such event of default; or to perform any obligation
required of Tenant under the Lease; and Tenant shall pay to Landlord on demand
the amount so applied in order to restore the security deposit to its original
amount.  Although the security deposit shall be deemed the property of
Landlord, any remaining balance of such deposit shall be returned by Landlord
to Tenant at such time after termination of this Lease that all of Tenant's
obligations under this Lease have been fulfilled, but in any case no later than
forty-five (45) days after Tenant obligations under this Lease have been
fulfilled.

3.       USE.

                 The Premises shall be used only for the purpose of general
office mail-order retail, receiving, storing, shipping, assembly, light
manufacturing, and selling (other than





                                      -4-

retail) products, materials and merchandise made and/or distributed by Tenant
and for such other lawful purposes as may be incidental thereto.  Outside
storage, including without limitation, trucks and other vehicles, is prohibited
without Landlord's prior written consent.  Landlord consents to Tenant storing
up to five (5) cars or trucks in the parking area provided such cars or trucks
are licensed and operable.  Tenant shall at its own cost and expense obtain any
and all licenses and permits necessary for its use of the Premises.  Tenant
shall comply with all governmental laws, ordinances and regulations applicable
to the use of the Premises, and shall promptly comply with all governmental
orders and directives including but not limited to those regarding the
correction, prevention and abatement of nuisances in or upon, or connected
with, the Premises, except for certificates of occupancy, all at Tenant's sole
expense.  Tenant shall not permit any objectionable or unpleasant odors, smoke,
dust, gas, noise or vibrations to emanate from the Premises, nor take any other
action which would constitute a nuisance or would disturb or endanger any other
tenants of the building in which the Premises are situated or unreasonably
interfere with their use of their respective Premises.  In addition to any
other remedies Landlord may have for a breach by Tenant of the terms of this
Section 3, Landlord shall have the right to have Tenant evicted from the
Premises.  Without Landlord's prior written consent, Tenant shall not receive,
store or otherwise handle any product, material or merchandise which is
explosive or highly inflammable.  Tenant will not permit the Premises to be
used for any purpose or in any manner (including without limitation any method
of storage) which would render the insurance thereon void or the insurance risk
more hazardous or cause the State Board of Insurance or other insurance
authority to disallow any sprinkler credits.  In the event Tenant's use of
Premises shall result in an increase in insurance premiums, Tenant shall be
solely responsible for said increase.

4.       TAXES AND OTHER CHARGES.

         A.      Tenant agrees to pay its proportionate share of any and all
real and personal property taxes, regular and special assessments, license fees
and other charges of any kind and nature whatsoever, payable by Landlord as a
result of any public or quasi-public authority, private party, or owner's
association levy, assessment or imposition against, or arising out of
Landlord's ownership of or interest in, the real estate described in Exhibit
'B' attached hereto, together with the building and the grounds, parking areas,
driveways, roads, and alleys around the building in which the Premises are
located, or any part thereof (hereinafter collectively referred to as the
'Charges').  During each month of the Lease Term, Tenant shall make a monthly
escrow deposit with Landlord (the 'Escrow Payment') equal to 1/12 of its
proportionate share of the Charges which will be due and payable to that
particular calendar year.  Tenant authorizes Landlord to use the funds
deposited by Tenant with Landlord under this Paragraph 4 to pay the Charges.
Each Escrow Payment shall be due and payable, as additional rent, at the same
time and in the same manner as the payment of monthly rental as provided
herein.  The amount of the initial monthly Escrow Payment will be specified in
the Basic Lease Information.  The Initial Escrow Payment is based upon Tenant's
proportionate share of the estimated Charges for the year in question, and the
monthly Escrow Payment is subject to increase or decrease as determined by
Landlord to reflect an accurate escrow of Tenant's estimated proportionate
share of the Charges.  The Escrow Payment account of





                                      -5-

Tenant shall be reconciled annually.  If the Tenant's total Escrow Payments are
less than Tenant's actual pro rata share of the Charges, Tenant shall pay to
Landlord upon demand the difference; if the Tenant's total Escrow Payments are
more than Tenant's actual pro rata share of the Charges, Landlord shall retain
such excess and credit it to Tenant's Escrow Payment account for the successive
year's Charges.  Tenant's proportionate share of the Charges shall be computed
by multiplying the Charges by a fraction, the numerator of which shall be the
number of gross leaseable square feet of floor space in the Premises and the
denominator of which shall be the total applicable gross leaseable square
footage or such other equitable apportionment as may be adopted.

         B.      If Tenant should fail to pay any Escrow Payments required to
be paid by Tenant hereunder, in addition to any other remedies provided herein,
Landlord may, if it so elects, pay such Escrow Payments or taxes, assessments,
license fees and other charges.  Any sums so paid by Landlord shall be deemed
to be so much additional rental owing by Tenant to Landlord and due and payable
upon demand as additional rental plus interest at the rate of eighteen percent
(18%) per annum from the date of payment by Landlord until repaid by Tenant.

         C.      (1)      If at any time during the Lease Term, the present
method of taxation shall be changed so that in lieu of the whole or any part of
any taxes, assessments, fees or charges levied, assessed or imposed on real
estate and the improvements thereon, there shall be levied, assessed or imposed
on Landlord a capital levy or other tax directly on the rents received
therefrom and/or a franchise tax, assessment, levy or charge measured by or
based, in whole on in part, upon such rents or the present or any future
building or buildings, then all such taxes, assessments, fees or charges, or
the part thereof so measured or based, shall be deemed to be included within
the term 'Charges' for the purposes hereof.

                 (2)      Tenant may, alone or along with other tenants of the
building containing the Premises, at its sole cost and expense, in its or their
own name(s) dispute and contest any Charges by appropriate proceedings
diligently conducted in good faith, but only after Tenant and all other
tenants, if any, joining with Tenant in such contest have deposited with
Landlord the amount so contested and unpaid or their proportionate shares
thereof as the case may be, which shall be held by Landlord without obligation
for interest until the termination of the proceedings, at which time the
amount(s) deposited shall be applied by Landlord toward the payment of the
items held valid (plus any court costs, interest, penalties and other
liabilities associated with the proceedings), and Tenant's share of any excess
shall be returned to Tenant.  Tenant further agrees to pay to Landlord upon
demand Tenant's share (as among all Tenants who participated in the contest) of
all court costs, interest, penalties and other liabilities relating to such
proceedings.  Tenant hereby indemnifies and agrees to hold harmless the
Landlord from and against any cost, damage or expense (including attorney's
fees) in connection with any such proceedings.

                 (3)      Any payment to be made pursuant to this Paragraph 4
with respect to the calendar year in which this Lease commences or terminates
shall bear the same ratio to the





                                      -6-

payment which would be required to be made for the full calendar year as that
part of such calendar year covered by the Lease Term bears to a full calendar
year.

         D.      Tenant shall be liable for all taxes levied against personal
property and trade fixtures placed by Tenant in the Premises.  If any such
taxes are levied against Landlord or Landlord's property and if Landlord elects
to pay the same or if the assessed value of Landlord's property is increased by
inclusion of personal property and trade fixtures placed by Tenant in the
Premises and Landlord elects to pay the taxes based on such increase, Tenant
shall pay to Landlord upon demand that part of such taxes for which Tenant is
primarily liable hereunder.

5.       TENANT'S MAINTENANCE.

         A.      Tenant shall at its own cost and expense keep and maintain all
parts of the Premises (except those for which Landlord is expressly responsible
under the terms of this Lease) in good condition, promptly making all necessary
repair and replacements, including but not limited to, windows, glass and plate
glass, doors, any special office entry, interior walls and finish work, floor
and floor covering, downspouts, gutters, heating and air conditioning systems,
dock boards, truck doors, dock bumpers, plumbing work and fixtures, termite and
pest extermination, regular removal of trash and debris, keeping the parking
areas, driveways, alleys and the whole of the Premises in a clean and sanitary
condition.  Tenant shall not be obligated to repair any damage caused by fire,
tornado, earthquake, flood or other casualty except in the event the damage is
caused by Tenant and not covered by Paragraph 13(C) below, except that Tenant
shall be obligated to repair all wind damage to glass except with respect to
tornado or hurricane damage.

         B.      Tenant shall not damage any demising wall or disturb the
integrity and support provided by any demising wall and shall, at its sole cost
and expense, promptly repair any damage or injury to any demising wall caused
by Tenant or its employees, agents, licensees or invitees.

         C.      Tenant and its employees, customers and licensees shall have
the right to use the parking areas, if any, as may be designated by Landlord in
writing, subject to such reasonable rules and regulations as Landlord may from
time to time prescribe and subject to rights of ingress and egress of other
tenants.  Landlord shall not be responsible for enforcing Tenant's exclusive
parking rights against any third parties.  If Tenant or any other particular
tenant of the building can be clearly identified as being responsible for
obstructions or stoppage of a common sanitary sewage line, then Tenant, if
Tenant is responsible, or such other responsible Tenant, shall pay the entire
cost thereof, upon demand, as additional rent.

         D.      Tenant shall, at its own cost and expense, enter into a
regularly scheduled preventive maintenance/service contract with a maintenance
contractor for servicing all heating and air conditioning systems and equipment
within the Premises.





                                      -7-

6.       LANDLORD'S REPAIRS.

         After reasonable notice from Tenant, Landlord shall maintain and
repair the roof, exterior walls and foundations, and the cost thereof shall be
shared as provided in paragraph 7.  Tenant shall repair and pay for any damage
to such items to be maintained by Landlord caused by any act, omission or
negligence of Tenant, or Tenant's employees, agents, licensees or invitees, or
caused by Tenant's default hereunder.  The term 'walls' as used herein shall
not include windows, glass or plate glass, doors, special store fronts or
office entries.  Tenant shall promptly give Landlord written notice of defect
or need for repairs.  If the nature of the defect is such that the repair can
reasonably be completed within thirty (30) days, the Landlord shall do so.  If
the nature of the defect is such that a longer period is required to complete
the repair, the Landlord shall commence the repair within thirty (30) days and
shall use reasonable efforts thereafter to complete the repair.  Landlord's
ability with respect to any defects, repairs or maintenance for which Landlord
is responsible under any of the provisions of this Lease shall be limited to
the cost of such repairs or maintenance or the curing of such defect.

7.       MONTHLY COMMON AREA MAINTENANCE CHARGE.

         Tenant agrees to pay as an additional charge each month for its
proportionate share of the cost of operation and maintenance of the Common Area
which shall be defined from time to time by Landlord.  Common Area costs which
may be incurred by Landlord at its discretion, shall include, but not limited
to those costs incurred for lighting, water, sewage, trash removal, exterior
painting, exterior window cleaning, sweeping, management, accounting, policing,
inspecting, sewer lines, plumbing, paving, landscape maintenance, plant
material replacement and other like charges, and Landlord's fee for supervision
and administration of the items set forth in this paragraph, currently at 10%.
Landlord shall maintain the Common Areas in reasonably good condition and
repair.  The proportionate share to be paid by Tenant of the cost of operation
and maintenance of the Common Area shall be computed on the ratio that the
gross leaseable square feet of the Premises bears to the total applicable gross
leaseable square footage or such other equitable apportionment as may be
adopted.  Landlord shall make monthly or other periodic charges based upon the
estimated annual cost of operation and maintenance of the Common Area, payable
in advance but subject to adjustment after the end of the year on the basis of
the actual cost for such year.  Any such periodic charges shall be due and
payable upon delivery of notice thereof.  The Initial Common Area Maintenance
Charge, subject to adjustment as provided herein, shall be due and payable, as
additional rent, at the same time and in the same manner as the time and manner
of the payment of monthly rental as provided herein.  The amount of the initial
monthly Common Area Maintenance Charge shall be as specified in the Basic Lease
Information.





                                      -8-

8.       ALTERATIONS.

         Tenant shall not make any alterations, additions or improvements to
the Premises (including but not limited to roof and wall penetrations) without
the prior written consent of Landlord.  Tenant may, without the consent of
Landlord, but as its own cost and expense and in a good workmanlike manner
erect such shelves, bins, machinery and trade fixtures as it may deem
advisable, without altering the basic character of the building or improvements
and without overloading or damaging such building or improvements, and in each
case complying with all applicable governmental laws, ordinances, regulations
and other requirements.  All alterations, additions, improvements and
partitions erected by Tenant shall be and remain the property of Tenant during
the Term of this Lease and Tenant shall, unless Landlord otherwise elects as
hereinafter provided, remove all alterations, additions, improvements and
partitions that are not trade fixtures erected by Tenant and restore the
Premises to their original condition by the date of termination of this Lease
or upon earlier vacating of the Premises, provided, however, that if Landlord
so elects prior to termination of this Lease or upon earlier vacating of the
Premises, such alterations, additions, improvements and partitions shall become
the property of Landlord as of the date of termination of this Lease or upon
earlier vacating of the Premises and shall be delivered up to the Landlord with
the Premises.  All shelves, bins, machinery and trade fixtures installed by
Tenant may be removed by Tenant prior to the termination of this Lease if
Tenant so elects, and shall be removed by the date of termination of this Lease
or upon earlier vacating of the Premises if required by Landlord; upon any such
removal Tenant shall restore the Premises to their original condition.  All
such removals and restoration shall be accomplished in good workmanlike manner
so as not to damage the primary structure or structural qualities of the
buildings and other improvements situated on the Premises.

9.       SIGNS.

         Tenant shall not install signs upon the Premises without Landlord's
prior written approval, and any such signage shall be subject to any applicable
governmental laws, ordinances, regulations and other requirements.  Tenant
shall remove all such signs by the termination of this Lease.  Such
installations and removals shall be made in such a manner as to avoid injury or
defacement of the building and other improvements, and Tenant shall repair any
injury or defacement, including without limitation discoloration, caused by
such installation and/or removal.  Upon approval from Landlord, which shall not
be unreasonably withheld, Tenant shall have the right to install a sign on the
free- standing sign pylon adjacent to the building.

10.      INSPECTION.

         A.      Landlord and Landlord's agents and representatives shall have
the right to enter and inspect the Premises at any reasonable time and after
reasonable notice to Tenant, except in an emergency, during business hours, for
the purposes of ascertaining the condition of the Premises or in order to make
such repairs as may be required or permitted to be made by





                                      -9-

Landlord under the terms of this Lease.  During the period that is six (6)
months prior to the end of the Term hereof, Landlord and Landlord's agents and
representatives shall have the right to enter the Premises at any reasonable
time during business hours for the purpose of showing the Premises and shall
have the right to erect on the Premises a suitable sign indicating the Premises
are available.

         B.      Tenant shall give written notice to Landlord at least thirty
(30) days prior to vacating the Premises and shall arrange to meet with
Landlord for a joint inspection of the Premises prior to vacating.  In the
event of Tenant's failure to give such notice or arrange such joint inspection,
Landlord's inspection at or after Tenant's vacating the Premises shall be
conclusively deemed correct for purposes of determining Tenant's responsibility
for repairs and restoration.  It shall be the responsibility of Tenant, prior
to vacating the Premises, to clean and repair the Premises and restore them to
substantially the condition in which they were in upon delivery of the Premises
to Tenant at the Commencement Date, reasonable wear and tear and casualty
(except in the event ___________________) excepted.  Cleaning, repair and
restoration shall include, but not be limited to, removal of all trash,
cleaning of walls, where necessary, cleaning of carpet and flooring,
replacement of light bulbs and tubes, cleaning and wiping down of all fixtures,
maintenance and repair of all heating and air conditioning systems, and all
similar work, which shall be done at the latest practical date prior to
vacation of the Premises.

11.      UTILITIES.

         Landlord agrees to provide at its cost water, electricity and gas
service connections into the Premises; but Tenant shall pay for all water, gas,
heat, light, power, telephone, sewer, sprinkler charges and other utilities and
services used on or from the Premises, together with any taxes, penalties,
surcharges or the like pertaining thereto and any maintenance charges for
utilities and shall furnish all electric light bulbs and tubes.  If any such
services are not separately metered to Tenant, Tenant shall pay a reasonable
proportion as determined by Landlord of all charges jointly metered with other
Premises.  Landlord shall in no event be liable for any interruption or failure
of utility services on the Premises.

12.      ASSIGNMENT AND SUBLETTING.

         A.      Tenant shall not have the right, voluntarily or involuntarily,
to assign, convey, transfer, mortgage or sublet the whole or any part of the
Premises under this Lease without the prior written consent of Landlord which
shall not be unreasonably withheld.  In the event Tenant applies to Landlord
for consent to assign, convey, transfer or sublet the Premises, Landlord may
condition such consent upon the right to receive one-half of the profit, if
any, which Tenant may realize on account of such assignment, conveyance,
transfer or sublease of the Premises.  For purposes of this paragraph, 'profit'
shall mean any sum which the assignee, sublessee or transferee is required to
pay, or which is credited to Tenant as rent in excess of the Rents required to
be paid by Tenant to Landlord under this Lease.  Landlord also reserves the
right to recapture the Premises or applicable portion thereof in lieu of giving
its consent by





                                      -10-

notice given to Tenant within twenty (20) days after receipt of Tenant's
written request for assignment or subletting.  Such recapture shall terminate
this Lease as to the applicable space effective on the prospective date of
assignment or subletting, which shall be the last day of a calendar month and
not earlier than sixty (60) days after receipt of Tenant's request hereunder.
In the event that Landlord shall not elect to recapture and shall thereafter
give its consent, Tenant shall pay Landlord a reasonable fee, not to exceed
$500.00, to reimburse Landlord for processing costs incurred in connection with
such consent.

         B.      Notwithstanding any permitted assignment or subletting, Tenant
shall at all times remain directly, primarily and fully responsible and liable
for the payment of the rent herein specified and for compliance with all of its
other obligations under the terms, provisions and covenants of this Lease.
Upon the occurrence of an 'event of default' as hereinafter defined, if the
Premises or any part thereof are then assigned or sublet, Landlord, in addition
to any other remedies herein provided, or provided by law, may at its option
collect directly from such assignee or subtenant all rents becoming due to
Tenant under such assignment, transfer or sublease and apply such rent against
any sums due to Landlord from Tenant hereunder, and no such collection shall be
construed to constitute a novation or a release of Tenant from the further
performance of Tenant's obligations hereunder.

         See attached Addendum 12(c) to Lease.

13.      INSURANCE, FIRE AND CASUALTY DAMAGE.

         A.      Landlord agrees to maintain insurance covering the building of
which the Premises are a part in an amount not less than eighty percent (80%)
(or such greater percentage as may be necessary to comply with the provisions
of any co-insurance clauses of the policy) of the 'replacement cost' thereof as
such term is defined in the Replacement Cost Endorsement to be attached
thereto, insuring against the perils of Fire, Lightning, Extended Coverage,
Vandalism and Malicious Mischief, extended by Special Extended Coverage
Endorsement to insure against all other Risks of Direct Physical Loss, such
coverages and endorsements to be as defined, provided and limited in the
standard bureau forms prescribed by the insurance regulatory authority for the
State in which the Premises are situated for use by insurance companies
admitted in such state for the writing of such insurance on risks located
within such state.  Subject to the provisions of subparagraph 13, C, D, E
below, such insurance shall be for the sole benefit of Landlord and under its
sole control.  In the event the insurance policy shall contain a deductible,
Tenant shall be liable for and pay its equitable share of any deductible
withheld from insurance proceeds or payable under the terms of the insurance
policy in the event of a claim or insured loss thereunder, up to a maximum of
$250,000.00.

         B.      Tenant agrees to pay its proportionate share of Landlord's
cost of carrying fire and extended coverage insurance ('Insurance') on the
building.  During each month of the term of this Lease, Tenant shall make a
monthly escrow deposit with Landlord equal to one-twelfth of its proportionate
share of the Insurance on the buildings and grounds which will be





                                      -11-

due and payable for that particular year.  Tenant authorizes Landlord to use
the funds deposited by him with Landlord under this paragraph to pay the cost
of such insurance.  Each Insurance Escrow payment shall be due and payable, as
additional rent, at the same time and manner of the payment of the monthly
rental as provided herein.  The initial share of the estimated Insurance for
the year in question, and the monthly Insurance Escrow Payment is subject to
increase or decrease as determined by Landlord to reflect an accurate monthly
escrow of Tenant's estimated proportionate share of this Insurance.  The
Insurance Escrow Payment account of Tenant shall be reconciled annually.  If
the Tenant's total Insurance Escrow Payments are less than Tenant's actual pro
rata share of the Insurance, Tenant shall pay to Landlord upon demand the
difference; if the total Insurance Escrow Payments of Tenant are more than
Tenant's actual pro rata share of the Insurance, Landlord shall promptly refund
the balance of such excess to Tenant, Provided Tenant's account is current in
all respects.  Tenant's cost of insurance shall be computed by multiplying the
cost of insurance by a fraction, the numerator of which shall be the number of
gross leaseable square feet of floor space in the Premises and the denominator
of which shall be the total applicable gross leaseable square footage.  The
amount of the initial monthly Insurance Escrow Payment will be as specified in
the Basic Lease Information.

         C.      If the building, of which the Premises are a part, should be
damaged or destroyed by fire, tornado or other casualty, Tenant shall give
immediate written notice thereof to Landlord as soon as reasonably possible.

         D.      If the building, of which the Premises are a part, should be
totally destroyed by fire, tornado or other casualty, or if it should be so
damaged thereby that rebuilding or repairs cannot in Landlord's estimation be
completed within two hundred (200) days after the date upon which Landlord is
notified by Tenant of such damage, this Lease shall terminate and the rent
shall be abated during the unexpired portion of this Lease, effective upon the
date of the occurrence of such damage.  Landlord shall give notice to Tenant in
writing of its determination to terminate this Lease within ninety (90) days
following the date of the occurrence of such damage.

         E.      If the building, of which the Premises are a part, should be
damaged by any peril covered by the insurance to be provided by Landlord under
subparagraph 13(A) above, but only to such extent that rebuilding or repairs
can in Landlord's estimation be completed within two hundred (200) days after
the date upon which Landlord is notified by Tenant of such damage, this Lease
shall not terminate, and Landlord shall at its sole cost and expense thereupon
proceed with reasonable diligence to rebuild and repair such building to
substantially the condition in which it existed prior to such damage, except
that Landlord shall not be required to rebuild, repair or replace any part of
the partition, fixtures, additions and other improvements which may have been
placed in, or about the Premises by Tenant.  If Tenant's use of the Premises is
materially interfered with in whole or in part following such damage, the rent
payable hereunder during the period in which they are unusable shall be reduced
to such extent as may be fair and reasonable under all of the circumstances,
but in any event, rent shall be reduced by at least the same percentage as the
percentage of square feet of





                                      -12-

the Premises as are materially unusable.  In the event that Landlord shall fail
to complete such repairs and rebuilding within two hundred (200) days after the
date upon which Landlord is notified by Tenant of such damage, Tenant may at
its option terminate this Lease by delivering written notice of termination to
Landlord as Tenant's exclusive remedy, whereupon all rights and obligations
hereunder shall cease and terminate.

         F.      Notwithstanding anything herein to the contrary, in the event
the holder of any indebtedness secured by a mortgage or deed of trust covering
the Premises requires that the Insurance proceeds be applied to such
indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such holder, whereupon all rights and
obligations hereunder shall cease and terminate.

         See attached Addendum 13G to Lease.

14.      LIABILITY.

         Landlord shall not be liable to Tenant or Tenant's employees, agents,
servants, guests, invitees or visitors, or to any other person whomsoever, for
any injury to person or damage to property on or about the Premises, resulting
from and/or caused in part or whole by the negligence or misconduct of Tenant,
its employees, agents, servants, guests, invitees or visitors, or of any other
person entering upon the Premises, or caused by the building and improvements
located on the Premises becoming out of repair, or caused by leakage of gas,
oil, water or steam or by electricity emanating from the Premises, or due to
any cause whatsoever, and Tenant hereby covenants and agrees that it will at
all times indemnify and hold safe and harmless the property, the Landlord
(including without limitation the trustee and beneficiaries if Landlord is a
trust), Landlord's employees, agents, from any loss, liability, claims, suits,
costs, expenses, including without limitation attorney's fees and damages, both
real and alleged, arising out of any such damage or injury; except injury to
persons or damage to property the cause of which is the negligence of Landlord
or the failure of Landlord to repair any part of the Premises which Landlord is
obligated to repair and maintain hereunder within a reasonable time after the
receipt of written notice from Tenant of needed repairs.  Tenant shall procure
and maintain throughout the term of this Lease a policy or policies of
insurance, at its sole cost and expense, insuring both Landlord and Tenant
against all claims, demands or actions arising out of or in connection with:
(i) the Premises; (ii) the condition of the Premises; (iii) Tenant's operations
in and maintenance and use of the Premises; and (iv) Tenant's liability assumed
under this Lease, the limits of such policy or policies to be in the amount of
not less than $1,000,000 per occurrence in respect of injury to persons
(including death) and in respect of property damage or destruction, including
loss of use thereof.  All such policies shall be procured by Tenant from
responsible insurance companies satisfactory to Landlord.  Certified copies of
such policies, together with evidence of payment of premiums therefor, shall be
delivered to Landlord prior to the commencement date of this Lease.  Not less
that fifteen (15) days prior to the expiration date of any such policies,
certified copies of the renewals thereof (bearing notations evidencing the
payment of renewal





                                      -13-

premiums) shall be delivered to Landlord.  Such policies shall further provide
that not less than thirty (30) days written notice shall be given to Landlord
before such policy may be cancelled or changed to reduce insurance provided
thereby.

15.      CONDEMNATION.

         A.      If the whole or any substantial part of the Premises should be
taken for any public of quasi-public use under governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof and the taking would prevent or materially interfere with the use of
the Premises for the purpose for which they are being used, this Lease shall
terminate and the rent shall be abated during the unexpired portion of this
lease, effective when the physical taking of said Premises shall occur.

         B.      If part of the Premises shall be taken for any public or
quasi-public use under any governmental law, ordinance or regulation, or by
right of eminent domain, or by private purchase in lieu thereof, and this Lease
is not terminated as provided in the subparagraph above, this Lease shall not
terminate but the rent payable hereunder during the unexpired portion of this
Lease shall be reduced to such extent as may be fair and reasonable under all
of the circumstances.

         C.      In the event of any such taking or private purchase in lieu
thereof, Landlord shall be entitled to receive the entire award.  Tenant shall
be entitled to make a claim in any condemnation proceedings which does not
reduce the amount of Landlord's award, for the value of any furniture,
furnishings and fixtures installed by and at the sole expense of Tenant.

16.      HOLDING OVER.

         Tenant will, at the termination of this Lease by lapse of time or
otherwise, yield up immediate possession to Landlord.  If Landlord agrees in
writing that Tenant may hold over after the expiration or termination of this
Lease, unless the parties hereto otherwise agree in writing on the terms of
such holding over, the hold over tenancy shall be subject to termination by
Landlord at any time upon not less than five (5) days advance written notice,
or by Tenant at any time upon not less than thirty (30) days advance written
notice, and all of the other terms and provisions of this Lease shall be
applicable during that period, except that Tenant shall pay Landlord from time
to time upon demand, as rental for the period of any hold over, an amount equal
to one and one-half (1-1/2) the Base Rent in effect on the termination date,
plus all additional rental as defined herein, computed on a daily basis for
each day of the hold over period.  No holding over by Tenant, whether with or
without consent of Landlord, shall operate to extend this Lease except as
otherwise expressly provided.  The preceding provisions of this paragraph 16
shall not be construed as Landlord's consent for Tenant to hold over.





                                      -14-

17.      QUIET ENJOYMENT.

         Landlord covenants that it now has, or will acquire before Tenant
takes possession of the Premises, good fee or Leasehold title to the Premises,
free and clear of all liens and encumbrances, excepting only the lien for
current taxes not yet due, such mortgage or mortgages as are permitted by the
terms of this Lease, zoning ordinances and other building and fire ordinances
and governmental regulations relating to the use of such property, and
easements, restrictions and other conditions of record.  In the event this
Lease is a sublease, then Tenant agrees to take the Premises subject to the
provisions of the prior leases.  Landlord represents and warrants that it has
full right and authority to enter into this Lease and that Tenant, upon paying
the rental herein set forth and performing its other covenants and agreements
herein set forth, shall peaceably and quietly have, hold and enjoy the Premises
for the term hereof without hindrance or molestation from Landlord, subject to
the terms and provisions of this Lease.

18.      EVENTS OF DEFAULT.

         The following events shall be deemed to be events of default by Tenant
under this Lease:

         A.      Tenant shall fail to pay any installment of the rent herein
reserved when due, or any payment with respect to taxes hereunder when due, or
any other payment or reimbursement to Landlord required herein when due, and
such failure shall continue for a period of five (5) days from the date such
payment was due.

         B.      Tenant shall become insolvent, or shall make a transfer in
fraud of creditors, or shall make an assignment for the benefit of creditors.

         C.      Tenant shall file a petition under any section or chapter of
the National Bankruptcy Act, as amended, or under any similar law or statute of
the United States or any State thereof; or Tenant shall be adjudged bankrupt or
insolvent in proceedings filed against Tenant thereunder.

         D.      A receiver or trustee shall be appointed for all or
substantially all of the assets of Tenant.

         F.      Tenant shall fail to comply with any term, provision or
covenant of this Lease (other than the foregoing in this Paragraph 18), and
shall not cure such failure within twenty (20) days after written notice
thereof to Tenant, unless such default cannot reasonably be cured within twenty
(20) days in which case Tenant shall not be in default if Tenant commences to
cure within twenty (20) days and diligently prosecutes such cure thereafter.





                                      -15-

19.      REMEDIES.

         Upon the occurrence of any such events of default described in
Paragraph 18 hereof, Landlord shall have the option to pursue any one or more
of the following remedies without any notice or demand whatsoever.

         A.      Landlord may accelerate all rent payments due hereunder which
shall then becoming immediately due and payable.

         B.      Terminate this Lease, in which event Tenant shall immediately
surrender the Premises to Landlord, and if Tenant fails so to do, Landlord may,
without prejudice to any other remedy which it may have for possession or
arrearages in rent, enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying such Premises or any
part thereof, without being liable for prosecution or any claim of damages
therefor, and Tenant agrees to pay to Landlord on demand the amount of all loss
and damage which Landlord may suffer by reason of such termination, whether
through inability to relet the Premises on satisfactory terms or otherwise.

         C.      Enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying such Premises or any
part thereof, without being liable for prosecution or any claim for damages
therefor, and relet the Premises for such terms ending before, on or after the
expiration date of the Lease Term, at such rentals and upon such other
conditions (including concessions and prior occupancy periods) as Landlord in
its sole discretion may determine, and receive the rent therefor; and Tenant
agrees to pay to the Landlord on demand any deficiency that may arise by reason
of such reletting.  Landlord shall have no obligation to relet the Premises or
any part thereof and shall not be liable for refusal or failure to relet or in
the event of reletting for refusal or failure to collect any rent due upon such
reletting.  In the event Landlord is successful in reletting the Premises at a
rental in excess of that agreed to be paid by Tenant pursuant to the terms of
this Lease, Landlord and Tenant each mutually agree that Tenant shall not be
entitled, under any circumstances, to such excess rental, and Tenant does
hereby specifically waive any claim to such excess rental.

         D.      Enter upon the Premises, without being liable for prosecution
or any claim for damages therefor, and do whatever Tenant is obligated to do
under the terms of this Lease; and Tenant agrees to reimburse Landlord on
demand for any expenses which Landlord may incur in thus effecting compliance
with Tenant's obligations under this Lease, and Tenant further agrees that
Landlord shall not be liable for any damages resulting to the Tenant from such
action, unless caused by Landlord's gross negligence or intentional act.

         E.      Whether or not Landlord retakes possession or relets the
Premises, Landlord shall have the right to recover unpaid rent and all damages
caused by Tenant's default, including attorney's fees.  Damage shall include,
without limitation:  all rentals lost, all legal expenses and other related
costs incurred by Landlord following Tenant's default, all costs incurred by
Landlord in restoring the Premises to good order and condition, or in
remodeling,





                                      -16-

renovating or otherwise preparing the Premises for reletting, all costs
(including without limitation any brokerage commissions) incurred by Landlord,
plus interest thereon from the date of expenditure until fully repaid at the
rate of eighteen percent (18%) per annum.

         F.      In the event Tenant fails to pay any installment of rent,
additional rent or other charges hereunder as and when such installment is due,
to help defray the additional cost to Landlord for processing such late
payments Tenant shall pay to Landlord on demand a late charge in an amount
equal to five percent (5%) of such installment; and the failure to pay such
amount within ten (10) days after demand therefor shall be an event of default
hereunder.  The provision for such late charge shall be in addition to all of
Landlord's other rights and remedies hereunder or at law and shall not be
construed as liquidated damages or as limiting Landlord's remedies in any
manner.

         G.      Pursuit of any of the foregoing remedies shall not preclude
pursuit of any of the other remedies herein provided or any other remedies
provided by law, such remedies being cumulative and non-exclusive, nor shall
pursuit of any remedy herein provided constitute a forfeiture or waiver of any
rent due to Landlord hereunder or of any damages accruing to Landlord by reason
of the violation of any of the terms, provisions and covenants herein
contained.  No act or thing done by the Landlord or its agents during the Lease
Term hereby granted shall be deemed a termination of this Lease or an
acceptance of the surrender of the Premises, and no agreement to terminate this
Lease or accept a surrender of said Premises shall be valid unless in writing
signed by Landlord.  No waiver by Landlord of any violation or breach of any of
the terms, provisions and covenants herein contained shall be deemed or
construed to constitute a waiver of any other violation or breach of any of the
terms, provisions and covenants herein contained.  Landlord's acceptance of the
payment of rental or other payments hereunder after the occurrence of an event
of default shall not be construed as a waiver of such default, unless Landlord
so notifies Tenant in writing.  Forbearance by Landlord to enforce one or more
of the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such default or of Landlord's right to
enforce any such remedies with respect to such default or any subsequent
default.  If, on account of any breach or default by Tenant in Tenant's
obligations under the terms and conditions of this Lease, it shall become
necessary or appropriate for Landlord to employ or consult with an attorney
concerning or to enforce or defend any of Landlord's rights or remedies
hereunder, Tenant agrees to pay any reasonable attorney's fees so incurred.

21.      MORTGAGES.

         Tenant accepts this Lease subject and subordinate to any mortgage(s)
and/or deed(s) of trust now or at any time hereafter constituting a lien or
charge upon the Premises or the improvements situated thereon, provided,
however, that if the mortgagee, trustee, or holder of any such mortgage or deed
of trust elects to have Tenant's interest in this Lease superior to any such
instrument, then by notice to Tenant from such mortgagee, trustee or holder,
this Lease shall be deemed superior to such lien, whether this Lease was
executed before or after said mortgage or deed of trust.  Tenant shall at any
time hereafter on demand execute any





                                      -17-

instruments, releases or other documents which may be required by any mortgagee
for the purpose of subjecting and subordinating this Lease to the lien of any
such mortgage.  See attached Addendum 21 to Lease.

22.      LANDLORD'S DEFAULT.

         In the event Landlord should become in default in any payment due on
any such mortgage described in Paragraph 21 hereof or in the payment of taxes
or any other item which might become a lien upon the Premises and which Tenant
is not obligated to pay under the terms and provisions of this Lease, Tenant is
authorized and empowered after giving Landlord five (5) days prior written
notice of such default and Landlord's failure to cure such default, to pay any
such items for and on behalf of Landlord, and the amount of any item so paid by
Tenant for or on behalf of Landlord, together with any interest or penalty
required to be paid in connection therewith, shall be payable on demand by
Landlord to Tenant; provided, however, that Tenant shall not be authorized and
empowered to make any payment under the terms of this Paragraph 22 unless the
item paid shall be superior to Tenant's interest hereunder.  In the event
Tenant pays any mortgage debt in full, in accordance with this paragraph, it
shall, at its election, be entitled to the mortgage security by assignment or
subrogation.

23.      MECHANICS LIENS.

         Tenant shall have no authority, express or implied, to create or place
any lien or encumbrance of any kind or nature whatsoever upon, or in any manner
to bind, the interest of Landlord in the Premises or to charge the rentals
payable hereunder for any claim in favor of any person dealing with Tenant,
including those who may furnish materials or perform labor for any construction
or repairs, and each such claim shall affect and each such lien shall attach
to, if at all, only the leasehold interest granted to Tenant by this
instrument.  Tenant covenants and agrees that it will pay or cause to be paid
all sums legally due and payable by it on account of any labor performed or
materials furnished in connection with any work performed on the Premises on
which any lien is or can be validly and legally asserted against its leasehold
interest in the Premises or the improvements thereon and that it will save and
hold Landlord harmless from any and all loss, cost or expense based on or
arising out of asserted claims or liens against the leasehold estate or against
the right, title and interest of the Landlord in the Premises or under the
terms of this Lease.

24.      NOTICES.

         Each provision of this instrument or of any applicable governmental
laws, ordinances, regulations and other requirements with reference to the
sending, mailing or delivery of any notice or the making of any payment by
Landlord to Tenant or with reference to the sending, mailing or delivery of any
notice or the making of any payment by Tenant to Landlord shall be deemed to be
complied with when and if the following steps are taken:





                                      -18-

         A.      All rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at the address hereinbelow set
forth or at such other address as Landlord may specify from time to time by
written notice delivered in accordance herewith.  Tenant's obligation to pay
rent and any other amounts to Landlord under the terms of this Lease shall not
be deemed satisfied until such rent and other amounts have been actually
received by Landlord.

         B.      All payments required to be made by Landlord to Tenant
hereunder shall be payable to Tenant at the address hereinbelow set forth, or
at such other address within the continental United States as Tenant may
specify from time to time by written notice delivered in accordance herewith.

         C.      Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered whether actually received or not
three (3) days after being deposited in the United States Mail, postage
prepaid, Certified or Registered Mail, return receipt requested, addressed to
the parties hereto at the respective addresses set out below, or at such other
address as they have theretofore specified by written notice delivered in
accordance herewith:

         LANDLORD:                      TENANT:

         Pacific Northwest Group A      AMAZON.COM, Inc.
         c/o Trammel Crow Company       1516 Second Avenue, Fourth Floor
         5601 Sixth Avenue South        Seattle, Washington  98101
         P.O. Box 80326
         Seattle, Washington  98108

         If and when included within the term 'Landlord', as used in this
instrument, there are more than one person, firm or corporation, all shall
jointly arrange among themselves for their joint execution of such a notice
specifying some individual at some specific address for the receipt of notices
and payments to Landlord; if and when included within the term 'Tenant', as
used in this instrument, there are more than one person, firm or corporation,
all shall jointly arrange among themselves for their joint execution of such a
notice specifying some individual at some specific address within the
continental United States for the receipt of notices and payments to Tenant.
All parties include within the terms 'Landlord' and 'Tenant', respectively,
shall be bound by notices given in accordance with the provisions of this
paragraph to the same effect as if each had received such notice.

25.      MISCELLANEOUS.

         A.      Words of any gender used in this Lease shall be held and
construed to include any other gender, and words in the singular number shall
be held to include the plural, unless the context otherwise requires.





                                      -19-

         B.      The terms, provisions and covenants and conditions contained
in this Lease shall apply to, inure to the benefit of, and be binding upon, the
parties hereto and upon their respective heirs, legal representatives,
successors and permitted assigns, except as otherwise herein expressly
provided.  Landlord shall have the right to assign any of its rights and
obligations under this Lease provided that the Assignee expressly assumes
Landlord's obligations hereunder.  Each party agrees to furnish to the other,
promptly upon demand, a corporate resolution, proof of due authorization by
partners, or other appropriate documentation evidencing the due authorization
of such party to enter into this Lease.

         C.      The captions inserted in this Lease are for convenience only
and in no way define, limit or otherwise describe the scope or intent of this
Lease, or any provision hereof, or in any way affect the interpretation of this
Lease.

         D.      Landlord and Tenant agrees from time to time within twenty
(20) days after request of the other, to deliver to the other, or to Landlord's
designee, an estoppel certificate stating that this Lease is in full force and
effect, the date to which rent has been paid, the unexpired term of this Lease
and such other matters pertaining to this Lease as may be reasonably requested.
It is understood and agreed that the obligation to furnish such estoppel
certificates in a timely fashion is a material inducement for each party's
execution of this Lease.

         E.      This Lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto.

         F.      All obligations of Tenant hereunder not fully performed as of
the expiration or earlier termination of the term of this Lease shall survive
the expiration or earlier termination of the Term hereof, including without
limitation all payment obligations with respect to taxes and insurance and all
obligations concerning the condition of the Premises.  Upon the expiration or
earlier termination of the Term hereof, and prior to Tenant vacating the
Premises, Tenant shall pay to Landlord any amount reasonably estimated by
Landlord as necessary to put the Premises, including without limitation all
heating and air conditioning systems and equipment therein, in good condition
and repair pursuant to Paragraph 10(B) hereof.  Tenant shall also, prior to
vacating the Premises, pay to Landlord the amount, as estimated by Landlord, of
Tenant's pro-rata obligation hereunder for real estate taxes and insurance
premiums for the year in which the Lease expires or terminates.  All such
amounts shall be used and held by Landlord for payment of such obligations of
Tenant hereunder, with Tenant being liable for any additional costs therefor
upon demand by Landlord, or with any excess to be returned to Tenant after all
such obligations have been determined and satisfied, as the case may be.  Any
security deposit held by Landlord may be credited against the amount payable by
Tenant under this Paragraph 25(F).

         G.      If any clause or provision of this Lease is illegal, invalid
or unenforceable under present or future laws effective during the Term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby,





                                      -20-

and it is also the intention of the parties to this Lease that in lieu of each
clause or provision of this Lease that is illegal, invalid or unenforceable,
there be added as part of this Lease contract a clause or provision as similar
in terms to such illegal, invalid or unenforceable clause or provision as may
be possible and be legal, valid and enforceable.

         H.      Because the Premises are on the open market and are presently
being shown, this Lease shall be treated as an offer with the Premises being
subject to prior Lease and such offer subject to withdrawal or non-acceptance
by Landlord or to other use of the Premises without notice, and this Lease
shall not be valid or binding unless and until accepted by Landlord in writing
and a fully executed copy delivered to both parties hereto.

         I.      All references in this Lease to 'the date hereof' or similar
references shall be deemed to refer to the Lease date specified in the Basic
Lease Information.

26.      LIABILITY OF LANDLORD.

         Tenant agrees that no trustee, officer, employee, agent or individual
partner of Landlord, or it constituent entities, shall be personally liable for
any obligation of Landlord hereunder, and that Tenant must look solely to the
interests of Landlord, or its constituent entities in the subject real estate,
for the enforcement of any claims against Landlord arising hereunder.

27.      ADDITIONAL PROVISIONS.

         Paragraphs 28 through 39, attached hereto, are by this reference
incorporated herein.


LANDLORD:                                       TENANT:

PACIFIC NORTHWEST GROUP A,                      AMAZON.COM,
a joint venture                                 a Delaware corporation



By:  William G. Williams III                    By:  Jeff P. Bezos
   ----------------------------------------         --------------------------
   William G. Williams III
   Vice President, Equitable Real Estate        Its:  President
   Investment Management, Inc., as Advisor           -------------------------
   to State of California Public Employees'
   Retirement System, Venturer, and as
   Advisor to California State Teachers'
   Retirement System, Venturer    






                                      -21-

                                ADDENDA TO LEASE
                                OCTOBER 3, 1996

                           PACIFIC NORTHWEST GROUP A,
                                A JOINT VENTURE,
                                  AS LANDLORD

                                      AND

                                   AMAZON.COM
                             A DELAWARE CORPORATION
                                   AS TENANT

--------------------------------------------------------------------------------

ADDENDUM 12(c).  ASSIGNMENT AND SUBLETTING

         Anything contained herein to the contrary notwithstanding, Landlord
hereby consents to an assignment of this Lease, or a subletting of all or part
of the Premises, to (a) the parent of Tenant or to a wholly-owned subsidiary of
Tenant or of such parent, (b) any corporation into which 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 (c) any entity to which Tenant sells all or
substantially all of its assets, provided that such entity expressly assumes
all of Tenant's obligations hereunder and provided that such entity has a net
worth 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.

ADDENDUM 13(g).  INSURANCE, FIRE AND CASUALTY DAMAGE

         Neither Landlord nor Tenant shall be liable to the other or to any
insurance company (by way of subrogation or otherwise) insuring the other party
for any loss or damage to any building, structure or tangible personal property
of the other or of any third party occurring in or about the Premises or
Building, even though such loss or damage might have been occasioned by the
negligence of such party, its agents or employees, if such loss or damage would
fall within the scope of the insurance required to be carried under this Lease,
whether or not the party suffering the loss actually maintained such insurance.
Each party shall obtain from its respective insurer under each insurance policy
it maintains a waiver of all rights of subrogation that the insurer of one
party may have against the other party.

ADDENDUM 21.  MORTGAGES

         , provided that such instruments, or other documents contain
commercially reasonable non-disturbance and attornment language.  Landlord and
Tenant agree that commercially reasonable non-disturbance language shall
provide substantially the following:





                                      -22-

         Lender agrees that Tenant shall not be disturbed in its possession of
         the Premises for any reason other than one that would entitle Landlord
         to terminate the Lease under its terms or would cause, without further
         action by Landlord, the termination of the Lease, or would entitle
         Landlord to dispossess tenant from the Premises.  Tenant shall attorn
         to any purchaser at any foreclosure sale, or to any grantee or
         transferee designated in any deed in lieu of foreclosure.





                                      -23-

                         ADDITIONAL PROVISIONS TO LEASE

                           PACIFIC NORTHWEST GROUP A,
                                A JOINT VENTURE
                                  AS LANDLORD

                                      AND

                                  AMAZON.COM,
                            A WASHINGTON CORPORATION
                                   AS TENANT

--------------------------------------------------------------------------------

28.      RENT INCREASE.

         Effective November 1, 1997, the monthly base rent as provided for in
Paragraph 2 of the Lease shall be increased to Nineteen Thousand One Hundred
Sixty and no/100 Dollars ($19,160.00).

         Effective November 1, 1998, the monthly base rent as provided for in
Paragraph 2 of the Lease shall be increased to Twenty Thousand One Hundred
Sixty Eight and no/100 Dollars ($20,168.00).

29.      OPTION TO RENEW.

         While this Lease is in full force and effect, provided that Tenant is
not and has not been in default of any of the terms, covenants and conditions
thereof, Landlord grants to Tenant one (1) option to extend the term of the
Lease for a period of three (3) years, commencing upon the termination of the
original Lease term, exercisable by giving Landlord notice in writing not later
than twelve (12) months prior to the commencement date of the applicable option
term.  Such extension or renewal of the term shall be on the same terms,
covenants or conditions as provided for in the original or immediately
preceding term except that the monthly base rent during the extended term shall
be at the fair market rental then in effect on equivalent properties, of
equivalent size, in equivalent areas.  However, in no event shall the rental in
the renewal term be below the rental payable at the end of the primary term of
the lease.  In the event the demised Premises is sublet or assigned this
renewal option will be null and void and of no further effect.

30.      TENANT IMPROVEMENTS.

         Landlord agrees to provide up to Seventeen Thousand and no/100 Dollars
($17,000.00) for the following tenant improvements to the Premises:

         1.      Demolition of counter in warehouse.





                                      -24-

         2.      Replace malfunctioning ballasts (i.e. abnormally noisy
                 ballasts and light bulbs) throughout warehouse.

         3.      Remove all debris and professionally clean carpets in the
                 office space.

         Prior to Landlord commencing work on these improvements, Landlord
shall provide to Tenant two (2) copies of plans detailing the design and plan
of improvements.  Tenant shall return signed plans to Landlord within five (5)
days.  In the event that the plans are not approved by Tenant, Tenant shall
inform Landlord of the reasons for such disapproval and Tenant shall have five
(5) days in which to submit revised plans to Landlord for approval.  Tenant
shall not unreasonably refuse to satisfy any objections made by Landlord to
said plans and specifications.  Any objections Tenant has to Landlord's
objection shall be submitted to Landlord in writing within said five (5) day
period.  A failure of one party to give any notice to the other party within
such five (5) day period shall be deemed to constitute approval of the plans
and specifications or the objections thereto, as appropriate.

         Upon Tenant's approval of Landlord's plans, Landlord shall promptly
enter into a construction contract with a licensed, bonded contractor.  The
construction of all improvements to be made on the Premises shall be performed
in a first-class, workmanlike manner and in conformity with all applicable
governmental laws, ordinances, rules, orders, regulations, and other
requirements.

         The $17,000.00 for tenant improvements shall include, but not be
limited to contractor's profit which shall not exceed 7%, construction costs,
construction management fees, permit fees, architectural fees, and Washington
State Sales Tax.

         If, in Landlord's reasonable estimation, the cost of the Tenant
Improvements to be made by Landlord pursuant to the terms of this Paragraph are
anticipated to exceed $17,000.00, then Landlord may cause work on the Tenant
Improvements to be halted so that no costs in excess of $17,000.00 are
incurred.  Tenant acknowledges that halting work at the point that $17,000.00
in costs has been incurred may result in a portion of the Tenant Improvements
being incomplete.  Tenant shall not be responsible for any costs incurred in
connection with the Tenant Improvements to be made by Landlord.

31.      SERVICES TO THE PREMISES.

         Landlord agrees that the following utilities and services will be
available at or to the Premises at the times and in the manner that they are
ordinarily and customarily available in a warehouse of the quality and in the
vicinity of the Property:

         (a)     Electricity;

         (b)     Hot and cold water for drinking, restroom and cleaning
purposes;

         (c)     Heating, ventilation and air conditioning;





                                      -25-

         (d)     Twenty-four (24) hour access to the Premises;

         (e)     Telephone service;

         (f)     Sprinkler riser monitoring.

         All such utilities and services shall be paid for as set forth in the
Lease.  If the electrical service to the Premises is unavailable for a period
extending in excess of five (5) business days and such unavailability was
caused by Landlord's actions then the rent due and payable by Tenant shall
abate beginning on the sixth (6th) business day and extending until electrical
services is restored to the Premises.

32.      TENANT'S MAINTENANCE EXCLUSION.

         Tenant is not liable for maintaining or repairing pre-existing defects
in the Premises or for making repairs necessitated by the Landlord's
negligence, intentional act or default.

33.      OPERATING EXPENSE EXCLUSIONS.

         Notwithstanding anything to the contrary contained in the Lease, the
following items shall be excluded (or, as applicable, deducted) from Common
Area Maintenance charges under Section 7 of the Lease and Charges under Section
4 of the Lease:

         (a)     The cost of repairs or other work occasioned by fire,
windstorm or other casualty or loss in excess of the insurance proceeds
therefor (or, if greater, the proceeds that would have been available had
Landlord maintained the insurance required to be maintained by Landlord
pursuant to this Lease), or by the exercise of eminent domain;

         (b)     Costs of initial landscaping;

         (c)     Rental concessions or lease buyouts;

         (d)     The costs of renovating or otherwise improving or decorating,
painting or redecorating space (exclusive of common areas) for any tenants or
other occupants of the Building.

         (e)     Depreciation;

         (f)     Premium rates paid on service or other contracts;

         (g)     Overhead or profit paid to Landlord, subsidiaries or
affiliates of Landlord, for services on or to the Building if and to the extent
the cost therefor exceeds competitive costs for such services in comparable
buildings located within five (5) miles of the Building;





                                      -26-


         (h)     Payments of principal, interest or other payments of any kind
on any deeds of trust, mortgages, ground or underlying leases, or other
hypothecations for security of all or any part of the Building by Landlord;

         (i)     Rents payable in connection with any ground or underlying
lease of all or any portion of the Building;

         (j)     All items, services and/or goods for which Tenant or any other
tenant, occupant, person or other party is obligated to reimburse Landlord or
to pay third parties;

         (k)     Advertising and promotional expenses with respect to leasing
space in or selling the Building;

         (l)     Brokerage, legal and professional fees expended by Landlord in
connection with negotiating and entering into any leases and any related
instruments (including, without limitation, guaranties, surrender agreements,
leasing amendments and consents to assignment or subletting) with any tenant or
other occupant of any portion of the Building, and the enforcement of any such
instruments; or which are expended or incurred by Landlord in connection with
the negotiation and entering of sale, ground lease, financing, partnership or
similar transactions pertaining to the Building;

         (m)     Estate, inheritance, gift, franchise and income taxes of
Landlord;

         (n)     Wages, salaries and other compensation paid to employees of
the Landlord at the Building who are at or above the level of Building manager;

         (o)     Interest, penalties or damages incurred by Landlord for late
payment of taxes or assessments or under any agreement to which Landlord is a
party by reason of the breach or default of Landlord;

         (p)     Expenses incurred in connection with relocating tenants in the
Building;

         (q)     Amounts received by Landlord through proceeds of insurance to
the extent the proceeds are compensation for expenses that were previously
included in Building operating costs charged to tenants;

         (r)     All other items for which Tenant or any other tenant, occupant
or other party compensates Landlord, so that no duplication of payments by
Tenant or to Landlord shall occur; and

34.      TENANT'S OPERATING EXPENSE AUDIT.

         Landlord shall maintain books and records for all operating expenses,
utilities, insurance, taxes and other charges in accordance with generally
accepted accounting principles.  Tenant shall have the right, during reasonable
business hours and upon reasonable





                                      -27-

prior notice to Landlord, to examine and/or audit Landlord's books and records
with respect to operating expenses, taxes and insurance paid or payable by
Tenant.  If the results of Tenant's audit show that Tenant has overpaid its
portion of operating expenses, utilities, insurance, taxes, or other charges,
and provided that Landlord is in agreement with such results, then Landlord
shall, within sixty (60) days following the date which Landlord acknowledges
agreement with such results, either refund to the Tenant the amount overpaid
(provided Tenant's account is current in all respects) or credit the amount
overpaid to rent next falling due under this Lease, at the election of Tenant.

35.      LANDLORD'S INDEMNITY.

         Landlord shall indemnify and hold harmless Tenant from and against any
and all claims, liabilities, costs, attorneys' fees and expenses, including
without limitation court costs and attorneys' fees arising from or relating to
any occurrences on the Property and caused by or in connection with any breach
by Landlord, its agents or employees, of this Lease or any negligent act or
omission or willful misconduct of Landlord, its agents or employees.
Landlord's obligation to indemnify Tenant under the preceding sentence includes
an obligation to indemnify for losses resulting from death or injury to
Landlord's employees, and Landlord accordingly hereby waives any and all
immunities it now has or hereafter may have under any Industrial Insurance Act,
or other worker's compensation, disability benefit or other similar act that
would otherwise be applicable in the case of such an indemnification claim by
Tenant.  To the extent a claim by Tenant is made prior to the expiration or
earlier termination of this Lease, this indemnification shall survive such
expiration or earlier termination.

36.      HAZARDOUS MATERIALS.

         Tenant agrees that Tenant shall not use, generate, treat, store or
dispose of Hazardous Material on the Property, Premises or Common Area except in
accordance with any law, ordinance, rule or regulation of any governmental
authority having jurisdiction of the Property, Premises or Common Area.  If
Tenant breaches the obligations stated in the presence of Hazardous Material on
the Property, Premises or Common Area caused or permitted by Tenant results in
contamination of the Property, Premises or Common Area, then Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims, judgments,
damages, penalties, fines, costs, liabilities, or losses (including without
limitation diminution in value of the Property, Premises or Common Area, damages
for the loss or restriction on the use of rentable or usable space or of any
adverse impact on marketing of space on the Property, Premises or Common Area,
and sums paid in settlement of claims, attorneys' fees, consultant fees and
expert fees) which arise during or after the Lease Term as a result of such
contamination.  This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remediation, removal or restoration work required by
any federal, state or local governmental agency, political subdivision, lender
or buyer because of Hazardous Material present in the soil or groundwater on or
under the Property, Premises or Common Area, diminution in value of the
Premises, damages for the loss or restriction on use of rentable or 




                                      -28-

usable space or of any amenity of the Property, Premises or Common Area, damages
arising from any adverse impact on marketing of space in the building, and sums
paid in settlement of claims, attorneys' fees, consultant fees, laboratory fees
and expert fees.  Without limiting the foregoing, if the presence of any
Hazardous Material on the Property, Premises or Common Area caused or permitted
by Tenant results in any contamination of the Property, Premises or Common Area,
Tenant shall promptly take all actions at its sole expense as are necessary to
return the Property, Premises or Common Area to the condition existing prior to
the contamination of the Property, Premises or Common Area by any such Hazardous
Material; provided, however, the Landlord's approval of such action shall first
be obtained, which approval shall not be unreasonably withheld.

         Tenant will deliver to Landlord copies of any documents received from,
or sent by Tenant to, the United States Environmental Protection Agency and/or
any state, country or municipal environmental or health agency concerning the
Tenant's operations on the Premises.

         As used herein, the term 'Hazardous Material' means any substance
which is (i) designated, defined, classified or regulated as a hazardous
substance, hazardous material, hazardous waste, pollutant or contaminant under
any Environmental Law, as currently in effect or as hereafter amended or
enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction
thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi)
flammable explosives, (vii) infectious materials, or (viii) radioactive
materials.  'Environmental Law(s)' means the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et
seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections
6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601, et
seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the
Clean Water Act, 33 U.S.C. Sections 1251, et seq., and the Washington Model
Toxics Control Act, Revised Code of Washington Chapter 70.105D, as said laws
and have been supplemented or amended to date, the regulations promulgated
pursuant to said laws and any other federal, state or local law, statute, rule,
regulation or ordinance which regulates or proscribes the use, storage,
disposal, presence, clean-up, transportation or release or threatened release
or threatened release into the environment of Hazardous Material.

         Landlord shall not during the term of this Lease, use, generate,
treat, store or dispose of Hazardous Material on the Property, Premises or
Common Area except in accordance with any law, ordinance, rule or regulation of
any governmental authority having jurisdiction of the Property, Premises or
Common Area.  If Landlord breaches the obligations stated in the preceding
sentence, or if the presence of Hazardous Material on the Property, Premises or
Common Area caused by Landlord results in the contamination of the Property,
Premises or Common Area, then Landlord shall indemnify, defend and hold Tenant
harmless from any and all claims, judgments, damages, penalties, fines, costs,
liabilities, or losses (including, without limitation, diminution in value of
the Premises, damages for the loss or restriction on the use of Tenant's
rentable or usable space, and sums paid in settlement of claims, attorneys'
fees, consultant fees and expert fees) which arise during or after the lease
term as a result of such contamination.  This indemnification of Tenant by
Landlord includes, without limitation, costs





                                      -29-

incurred in connection with any investigation of site conditions or any
clean-up, remediation, removal or restoration work required by any federal,
state or local governmental agency or political subdivision because of
Hazardous Material present in the soil or groundwater on or under the Property,
Premises or Common Area, diminution in value of the Premises, damages for the
loss or restriction on use of Tenant's rentable or usable space or of any
amenity of the Property, Premises or Common Area, and sums paid in settlement
of claims, attorneys' fees, consultant fees, laboratory fees and expert fees,
Without limiting the foregoing, if the presence of any Hazardous Material on
the Premises or Common Area caused by Landlord results in any contamination of
the Property, Premises or Common Area, Landlord shall promptly take all actions
at its sole expense as are necessary to return the Property, Premises or Common
Area to the condition existing prior to the contamination of the Property,
Premises or Common Area by any such Hazardous Material.  The indemnifications
of Landlord and Tenant in this Paragraph 36 shall survive the expiration or
earlier termination of this Lease.

         For the purposes of this Paragraph, 'Property' shall be defined as the
real property described on Exhibit B attached hereto.

37.      COMPLIANCE WITH LAW.

         Tenant's agreement to comply with all laws does not extend to making
structural alterations or doing remedial work required by any existing or
future statute, code or ordinance, except for that work which is necessitated
by Tenant's use, or to correcting pre-existing conditions or defects on the
Premises existing on the Commencement Date.

38.      LANDLORD REPRESENTATIONS.

         Landlord represents and warrants to Tenant as follows: (a) Landlord
has full power, authority and legal right to execute, deliver, perform and
observe the provisions of this Lease; (b) to the best of Landlord's knowledge,
Landlord's execution, delivery, performance and observance of the provisions of
this Lease will not result in breach or violation of any (i) governmental law,
rule or regulation; (ii) any court order, judgment or decree; or (iii) any
material agreement or instrument to which Landlord is a party; and (c) no
additional consent, approval or authorization is required for Landlord to enter
into, deliver or perform its obligations under this Lease.

39.      EARLY ENTRY.

         Tenant may enter the Premises prior to the Commencement Date to
install computer and phone cabling and to receive and store deliveries of
Tenant's trade fixtures and equipment.  During the period of Tenants early
entry, all of the terms and conditions of this Lease shall be in effect, except
for the payment of rent, additional rent, Charges, Insurance, operating
expenses or other periodic charges.
         [Diagram of floor plan]





                                      -30-

                               LEGAL DESCRIPTION

                                  BUILDING 'U'
                            NORTHWEST CORPORATE PARK
                              SEATTLE, WASHINGTON

         All of Blocks 1 and 8, Mapel's Addition to the City of Seattle,
according to plat recorded in Volume 2 of Plats, Page 17, Records of King
County, Washington.

         EXCEPT that portion of Lot 6 of said Block 1 condemned by the City of
Seattle under Ordinance 25801.

         TOGETHER WITH that portion of South Bennett Street and the alley in
said Block 8 lying between the easterly margin of Fifth Avenue South and the
westerly margin of Sixth Avenue South which, upon vacation by the City of
Seattle, will attach to said Blocks by operation of law.





                                      -31-

STATE OF WASHINGTON               )
                                  )  ss
COUNTY OF KING                    )

         BE IT REMEMBERED, that on this 13th day of October, 1996, before me,
the undersigned a Notary Public in and for said County and State, duly
commissioned and sworn, personally appeared Jeffrey P. Bezos known to me to be
the person who signed as President of Amazon.com, Inc., the corporation that
executed the within and foregoing instrument, and acknowledged said instrument
to be the free and voluntary act and deed of said corporation for the uses and
purposes therein mentioned, and on oath stated that he/she was duly elected,
qualified and acting as an officer of the corporation, that he/she was
authorized to execute said instrument and that the seal affixed, if any is the
corporate seal of said corporation.

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

                                        [ILLEGIBLE]
                                        -----------------------------------
                                        Notary Public for Washington
                                        Residing at Seattle
                                        My Commission Expires April 9, 1998


STATE OF WASHINGTON               )
                                  )  ss
COUNTY OF KING                    )

         THIS IS TO CERTIFY that on this 25th day of October, 1996, before me,
the undersigned, a Notary Public in and for the State of Washington, personally
appeared William G. Williams III, known to me and to me known to be the VICE
PRESIDENT, EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT INC., as Advisor to
STATE OF CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM, Venturer, and as
Advisor to CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, Venturer, that
executed the within and foregoing instrument, and acknowledged to me that he
was authorized to sign the same on behalf of such venturers as his free and
voluntary act and deed for the uses and purposes therein mentioned.

         WITNESS MY HAND AND NOTARIAL SEAL the day and year first herein above
written.





                                      -32-

                                                     Mary Brunick
                                        -----------------------------------
                                        NOTARY PUBLIC IN AND FOR WASHINGTON
                                        RESIDING AT________________________

                                        My commission expires______________





                                      -33-