Nevada Pacific Industrial Park (Fensley, NV) Industrial Real Estate Lease - Panattoni Development Co. and Amazon.com Inc.


                           California Chapters of the

                Society of Industrial and Office Realtors, Inc.

                          INDUSTRIAL REAL ESTATE LEASE
                            (SINGLE-TENANT FACILITY)


ARTICLE ONE: BASIC TERMS

This Article One contains the Basic Terms of this Lease between the Landlord 
and Tenant named below. Other Articles, Sections and Paragraphs of the Lease 
referred to in this Article One explain and define the Basic Terms and are to 
be read in conjunction with the Basic Terms.


Section 1.01. DATE OF LEASE:         December 14, 1998
                            ---------------------------------------------------

Section 1.02. LANDLORD (include legal entity):  Panattoni Development Company, 
                                                 or Assignee
                                             ----------------------------------
Address of Landlord:                           8401 Jackson Road
                    -----------------------------------------------------------
                                               Sacramento, CA 95826
-------------------------------------------------------------------------------

Section 1.03. TENANT (include legal entity):   Amazon.com, Inc.
                                             ----------------------------------
Address of Tenant:                             1516 Second Avenue
                                               Seattle, WA 98101
                  -------------------------------------------------------------
                                               ATTN: General Counsel
-------------------------------------------------------------------------------

Section 1.04. PROPERTY: (include street address, approximate square footage and 
description) An approximately 322,560 square foot facility located on a 35 acre 
parcel at 1600 East Newlands Drive in the Nevada Pacific Industrial Park in 
Fernley, Nevada. A legal description of the property has been attached as 
Exhibit "A"

Section 1.05. LEASE TERM: 10 years 0 months beginning on (see paragraph 3 of 
the addendum) or such other date as is specified in this Lease, and ending on 
(see paragraph 3 of the addendum)

Section 1.06. PERMITTED USES: (See Article Five) warehouse, distribution, office
and other such uses as permitted by code and applicable state and local 
regulations

Section 1.07. TENANT'S GUARANTOR: (If none, so state) None
                                                     ------

Section 1.08. BROKERS: (See Article Fourteen) (If none, so state)
Landlord's Broker: Wilma Warshak - Colliers International
Tenant's Broker:   Wilma Warshak - Colliers International and Commercial 
                   Properties of Nevada, Inc.

Section 1.09. COMMISSION PAYABLE TO LANDLORD'S BROKER: (See Article Fourteen) 
                                                       $ per separate agreement
                                                       ------------------------

Section 1.10. INITIAL SECURITY DEPOSIT: (See Section 3.03)
                                        $ See Addendum to Lease, Paragraph 2
                                        ------------------------------------

Section 1.11. VEHICLE PARKING SPACES ALLOCATED TO TENANT:  per site plan

Section 1.12. RENT AND OTHER CHARGES PAYABLE BY TENANT:

(a) BASE RENT: or (ii) See Addendum to Lease, Paragraph 1.  (If (ii) is 
completed, then (i) and Section 3.02 are inapplicable.)

(b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02); (ii)
Utilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04); (iv)
Impounds for Insurance Premiums and Property Taxes (See Section 4.07); (v)
Maintenance, Repairs and Alterations (See Article Six).  The monthly per square
foot "triple net" expenses are estimated to be as follows: a) property taxes -
$.032, b) property insurance - $.005, c) maintenance - $.01, and d) property
management (1.5%) - $.006.

Section 1.13. LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: (See 
Section 9.05) Fifty percent (50%) of the Profit (the "Landlord's share").

Section 1.14. RIDERS: The following Riders are attached to and made a part of 
this Lease: (If none, so state) Addendum to Lease 
                                -----------------

                                Exhibit A - Site Plan/Legal Description 
                                ---------------------------------------    
                                Hazardous Materials Rider
                                -------------------------

NOTE:  The language in this Lease is based on the SIOR Format and has been 
modified throughout per mutual agreement of Landlord and Tenant.

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ARTICLE TWO: LEASE TERM

Section 2.01. LEASE OF PROPERTY FOR LEASE TERM. Landlord leases the Property to 
Tenant and tenant leases the Property from Landlord for the Lease Term. The 
Lease Term is for the period stated in Section 1.05 above and shall begin and 
end on the dates specified in Section 1.05 above, unless the beginning or end 
of the Lease Term is changed under any provision of this Lease. The 
"Commencement Date" shall be the date specified in Section 1.05 above for the 
beginning of the Lease Term, unless advanced or delayed under any provision of 
this Lease.

Section 2.02. DELAY IN COMMENCEMENT. SEE PARAGRAPH 3 OF THE ADDENDUM. Landlord 
shall not be liable to Tenant if Landlord does not deliver possession of the 
Property to Tenant on the Commencement Date. Landlord's non-delivery of the 
Property to Tenant on that date shall not affect this Lease or the obligations 
of Tenant under this Lease, except as set forth in paragraph 3 of the addendum; 
and except that the Commencement Date shall be delayed until Landlord delivers 
possession of the Property to Tenant and the Lease Term shall be extended for a 
period equal to the delay in delivery of possession of the Property to Tenant, 
plus the number of days necessary to end the Lease Term on the last day of a 
month. If delivery of possession of the Property to Tenant is delayed, Landlord 
and Tenant shall, upon such delivery, execute an amendment to this Lease 
setting forth the actual Commencement Date and expiration date of the Lease. 
Failure to execute such amendment shall not affect the actual Commencement Date 
and expiration date of the Lease.

Section 2.03. EARLY OCCUPANCY. If Tenant occupies the Property prior to the 
Commencement Date, Tenant's occupancy of the Property shall be subject to all 
of the provisions of this Lease.  Early occupancy of the Property shall not 
advance the expiration date of this Lease. Tenant shall pay Base Rent and all 
other charges specified in this Lease for the early occupancy period.

Section 2.04. HOLDING OVER. Tenant shall vacate the Property upon the 
expiration or earlier termination of this Lease. Tenant shall reimburse 
Landlord for and indemnify Landlord against all damages which Landlord incurs 
from Tenant's delay in vacating the Property. If Tenant does not vacate the 
Property upon the expiration or earlier termination of the Lease and Landlord 
thereafter accepts rent from Tenant,  Tenant's occupancy of the Property shall 
be a "month-to-month" tenancy, subject to all of the terms of this Lease 
applicable to a month-to-month tenancy, except that the Base Rent then in 
effect shall be increased by Twenty-five percent (25%).

ARTICLE THREE: BASE RENT

Section 3.01. TIME AND MANNER OF PAYMENT. Upon execution of this Lease, Tenant 
shall pay Landlord the Base Rent in the amount stated in Paragraph 1.12(a) 
above for the first month of the Lease Term. On the first day of the second 
month of the Lease Term and each month thereafter, Tenant shall pay Landlord 
the Base Rent, in advance, without offset, deduction or prior demand. The Base 
Rent shall be payable at Landlord's address or at such other place as Landlord 
may designate in writing.

Section 3.02. COST OF LIVING INCREASES.  

Section 3.03. SECURITY DEPOSIT; INCREASES.

  (a) Upon the execution of this Lease, Tenant shall deposit with Landlord a 
cash Security Deposit in the amount set forth in Section 1.10 above. Landlord 
may apply all or part of the Security Deposit to any unpaid rent or other 
charges due from Tenant or to cure any other defaults of Tenant. If Landlord 
uses any part of the Security Deposit, Tenant shall restore the Security 
Deposit to its full amount within ten (10) days after Landlord's written 
request.  Tenants failure to do so shall be a material default under this
Lease. No interest shall be paid on the Security.


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Deposit. Landlord shall not be required to keep the Security Deposit separate
from its other accounts and no trust relationship is created with respect to the
Security Deposit.

Section 3.04. TERMINATION; ADVANCE PAYMENTS. Upon termination of this Lease 
under Article Seven (Damage or Destruction), Article Eight (Condemnation) or 
any other termination not resulting from Tenant's default, and after Tenant has 
vacated the Property in the manner required by this Lease, Landlord shall 
refund or credit to Tenant (or Tenant's successor) the unused portion of the 
Security Deposit, any advance rent or other advance payments made by Tenant to 
Landlord, and any amounts paid for real property taxes and other reserves which 
apply to any time periods after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

Section 4.01. ADDITIONAL RENT. All charges payable by Tenant other than Base
Rent are called "Additional Rent." Unless this Lease provides otherwise, Tenant
shall pay all Additional Rent then due with the next monthly installment of Base
Rent. The term "rent" shall mean Base Rent and Additional Rent.

Section 4.02. PROPERTY TAXES.

     (a) REAL PROPERTY TAXES. Tenant shall pay all real property taxes on the 
Property (including any fees, taxes or assessments against, or as a result of, 
any tenant improvements installed on the Property by or for the benefit of 
Tenant) during the Lease Term. Subject to Paragraph 4.02(c) and Section 4.07 
below, such payment shall be made at least ten (10) days prior to the 
delinquency date of the taxes. Within such ten (10) -day period, Tenant shall 
furnish Landlord with satisfactory evidence that the real property taxes have 
been paid. Landlord shall reimburse Tenant for any real property taxes paid by 
Tenant covering any period of time prior to or after the Lease Term. If Tenant 
fails to pay the real property taxes when due, Landlord may pay the taxes and 
Tenant shall reimburse Landlord for the amount of such tax payment as 
Additional Rent.

     (b) DEFINITION OF "REAL PROPERTY TAX." "Real property tax" means: (i) any 
fee, license fee, license tax, business license fee, commercial rental tax, 
levy, charge, assessment, penalty or tax imposed by any taxing authority 
against the Property; (ii) any tax on the Landlord's right to receive, or the 
receipt of, rent or income from the Property or against Landlord's business of 
leasing the Property; (iii) any tax or charge for fire protection, streets, 
sidewalks, road maintenance, refuse or other services provided to the Property 
by any governmental agency; (iv) any tax imposed upon this transaction or based 
upon a re-assessment of the Property due to a change of ownership, as defined 
by applicable law, or other transfer of all or part of Landlord's interest in 
the Property; and (v) any charge or fee replacing any tax previously included 
within the definition of real property tax. "Real property tax" does not, 
however, include Landlord's federal or state income, franchise, inheritance or 
estate taxes.

     (c) JOINT ASSESSMENT. If the Property is not separately assessed, Landlord 
shall reasonably determine Tenant's share of the real property tax payable by 
Tenant under Paragraph 4.02(a) from the assessor's worksheets or other 
reasonably available information. Tenant shall pay such share to Landlord 
within fifteen (15) days after receipt of Landlord's written statement.

     (d) PERSONAL PROPERTY TAXES.

          (i) Tenant shall pay all taxes charged against trade fixtures,
furnishings, equipment or any other personal property belonging to Tenant.
Tenant shall try to have personal property taxed separately from the property.

          (ii) If any of Tenant's personal property is taxed with the Property,
Tenant shall pay Landlord the taxes for the personal property within fifteen
(15) days after Tenant receives a written statement from Landlord for such
personal property taxes.

     (c) TENANT'S RIGHT TO CONTEST TAXES. Tenant may attempt to have the 
assessed valuation of the Property reduced or may initiate proceedings to 
contest the real property taxes. If required by law, Landlord shall join in the 
proceedings brought by Tenant. However, Tenant shall pay all costs of the 
proceedings, including any costs or fees incurred by Landlord. Upon the final 
determination of any proceeding or contest, Tenant shall immediately pay the 
real property taxes due, together with all costs, charges, interest and 
penalties incidental to the proceedings. If Tenant does not pay the real 
property taxes when due and contests such taxes, Tenant shall not be in default 
under this Lease for nonpayment of such taxes if Tenant deposits funds with 
Landlord or opens an interest-bearing account reasonably acceptable to Landlord 
in the joint names of Landlord and Tenant. The amount of such deposit shall be 
sufficient to pay the real property taxes plus a reasonable estimate of the 
interest, costs, charges and penalties which may accrue if Tenant's action is 
unsuccessful, less any applicable tax impounds previously paid by Tenant to 
Landlord. The deposit shall be applied to the real property taxes due, as 
determined at such proceedings. The real property taxes shall be paid under 
protest from such deposit if such payment under protest is necessary to prevent 
the Property from being sold under a "tax sale" or similar enforcement 
proceeding.

Section 4.03. UTILITIES. Tenant shall pay, directly to the appropriate 
supplier, the cost of all natural gas, heat, light, power, sewer service, 
telephone, water, refuse disposal and other utilities and services supplied to 
the Property. However, if any services or utilities are jointly metered with 
other property, Landlord shall make a reasonable determination of Tenant's 
proportionate share of the cost of such utilities and services and Tenant shall 
pay such share to Landlord within fifteen (15) days after receipt of Landlord's 
written statement.


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Section 4.04. INSURANCE POLICIES.
     (a) LIABILITY INSURANCE. During the Lease Term, Tenant shall maintain a 
policy of commercial general liability insurance (sometimes known as broad form 
comprehensive general liability insurance) insuring Tenant against liability 
for bodily injury, property damage (including loss of use of property) and 
personal injury arising out of the operation, use or occupancy of the Property. 
Tenant shall name Landlord as an additional insured under such policy. The 
initial amount of such insurance shall be One Million Dollars ($1,000,000) per 
occurrence and shall be subject to periodic increase (not more than once every 
two years) based upon inflation, increased liability awards, recommendation of 
Landlord's professional insurance advisers and other relevant factors. The 
liability insurance obtained by Tenant under this Paragraph 4.04(a) shall (i) 
be primary and non-contributing; (ii) contain cross-liability endorsements; and 
(iii) insure Landlord against Tenant's performance under Section 5.05, if the 
matters giving rise to the indemnity under Section 5.05 result from the 
negligence of Tenant. The amount and coverage of such insurance shall not limit 
Tenant's liability nor relieve Tenant of any other obligation under this Lease. 
Landlord may also obtain comprehensive public liability insurance in an amount 
and with coverage determined by Landlord insuring Landlord against liability 
arising out of ownership, operation, use or occupancy of the Property. The 
policy obtained by Landlord shall not be contributory and shall not provide 
primary insurance.

     (b) PROPERTY AND RENTAL INCOME INSURANCE. During the Lease Term, Landlord 
shall maintain policies of insurance covering loss of or damage to the Property
in the full amount of its replacement value. Such policy shall contain an
Inflation Guard Endorsement and shall provide protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk), sprinkler leakage and
any other perils which Landlord deems reasonably necessary. Landlord shall have
the right to obtain flood and earthquake insurance if required by any lender
holding a security interest in the Property. Landlord shall not obtain insurance
for Tenant's fixtures or equipment or building improvements installed by Tenant
on the Property. During the Lease Term, Landlord shall also maintain a rental
income insurance policy, with loss payable to Landlord, in an amount equal to
one year's Base Rent, plus estimated real property taxes and insurance premiums.
Tenant shall be liable for the payment of any deductible amount under Landlord's
or Tenant's insurance policies maintained pursuant to this Section 4.04, in an
amount not to exceed Ten Thousand Dollars ($10,000). Tenant shall not do or
permit anything to be done which invalidates any such insurance policies.

     (c) PAYMENT OF PREMIUMS. Subject to Section 4.07, Tenant shall pay all
premiums for the insurance policies described in Paragraphs 4.04(a) and (b)
(whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's
receipt of a copy of the premium statement or other evidence of the amount due,
except Landlord shall pay all premiums for non-primary comprehensive public
liability insurance which Landlord elects to obtain as provided in Paragraph
4.04(a). If insurance policies maintained by Landlord cover improvements on real
property other than the Property, Landlord shall deliver to Tenant a statement
of the premium applicable to the Property showing in reasonable detail how
Tenant's share of the premium was computed. If the Lease Term expires before the
expiration of an insurance policy maintained by Landlord, Tenant shall be liable
for Tenant's prorated share of the insurance premiums. Before the Commencement
Date, Tenant shall deliver to Landlord a copy of any policy of insurance which
Tenant is required to maintain under this Section 4.04. At least thirty (30)
days prior to the expiration of any such policy, Tenant shall deliver to
Landlord a renewal of such policy. As an alternative to providing a policy of
insurance, Tenant shall have the right to provide Landlord a certificate of
insurance, executed by an authorized officer of the insurance company, showing
that the insurance which Tenant is required to maintain under this Section 4.04
is in full force and effect and containing such other information which Landlord
reasonably requires. Tenant shall have the right to obtain competitive bids for
all insurance to be paid by Tenant (including any insurance obtained by
Landlord), and Tenant shall be entitled to select the insurance provider based
on such bids. In addition, Landlord shall not acquire any insurance that has a
deductible in excess of Ten Thousand Dollars ($10,000) without Tenants's prior
written consent.

(d) GENERAL INSURANCE PROVISIONS.

     (i) Any insurance which Tenant is required to maintain under this Lease 
shall include a provision which requires the insurance carrier to give Landlord
not less than thirty (30) days' written notice prior to any cancellation or 
modification of such coverage.
     (ii) If Tenant fails to deliver any policy, certificate or renewal to 
Landlord required under this Lease within the prescribed time period or if any 
such policy is canceled or modified during the Lease Term without Landlord's 
consent, Landlord may obtain such insurance, in which case Tenant shall 
reimburse Landlord for the cost of such insurance within fifteen (15) days 
after receipt of a statement that indicates the cost of such insurance.
     (iii) Tenant shall maintain all insurance required under this Lease with 
companies holding a "General Policy Rating" of A-12 or better, as set forth in 
the most current issue of "Best Key Rating Guide". Landlord and Tenant 
acknowledge the insurance markets are rapidly changing and that insurance in 
the form and amounts described in this Section 4.04 may not be available in the
future. Tenant acknowledges that the insurance described in this Section 4.04 
is for the primary benefit of Landlord. If at any time during the Lease Term, 
Tenant is unable to maintain the insurance required under the Lease, Tenant 
shall nevertheless maintain insurance coverage which is customary and 
commercially reasonable in the insurance industry for Tenant's type of 
business, as that coverage may change from time to time. Landlord makes no 
representation as to the adequacy of such insurance to protect Landlord's or 
Tenant's interests. Therefore, Tenant shall obtain any such additional property 
or liability insurance which Tenant deems necessary to protect Landlord and 
Tenant.
     (iv) Unless prohibited under any applicable insurance policies maintained, 
Landlord and Tenant each hereby waive any and all rights of recovery against 
the other, or against the officers, employees, agents or representatives of the 
other, for loss of or damage to its property or the property of others under 
its control, if such loss or damage is covered by any insurance policy in force 
(whether or not described in this Lease) at the time of




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such loss or damage. Upon obtaining the required policies of insurance, Landlord
and Tenant shall give notice to the insurance carriers of this mutual waiver of
subrogation.

Section 4.05.  LATE CHARGES.  Tenant's failure to pay rent promptly may cause
Landlord to incur unanticipated costs. The exact amount of such costs are
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting charges and late charges which may be
imposed on Landlord by any ground lease, mortgage or trust deed encumbering the
Property. Therefore, if Landlord does not receive any rent payment within ten
(10) days after written notice from Landlord that such payment is overdue,
Tenant shall pay Landlord a late charge equal to five percent (5%) of the
overdue amount and remit the overdue amount within three (3) business days. The
parties agree that such late charge represents a fair and reasonable estimate of
the costs Landlord will incur by reason of such late payment.

Section 4.06.  INTEREST ON PAST DUE OBLIGATIONS.  Any amount owed by Tenant to
Landlord which is not paid after written notice from Landlord that such payment
is overdue shall bear interest at the rate of fifteen percent (15%) per annum
from the due date of such amount. However, interest shall not be payable on late
charges to be paid by Tenant under this Lease. The payment of interest on such
amounts shall not excuse or cure any default by Tenant under this Lease. If the
interest rate specified in this Lease is higher than the rate permitted by law,
the interest rate is hereby decreased to the maximum legal interest rate
permitted by law.

ARTICLE FIVE: USE OF PROPERTY

Section 5.01.  PERMITTED USES.  Tenant may use the Property only for the
Permitted Uses set forth in Section 1.06 above.

Section 5.02.  MANNER OF USE.  Tenant shall not cause or permit the Property to
be used in any way which constitutes a violation of any law, ordinance, or
governmental regulation or order, which annoys or interferes with the rights of
other tenants of Landlord, or which constitutes a nuisance or waste. Tenant
shall obtain any pay for all permits, including a Certificate of Occupancy,
required for Tenant's occupancy of the Property and shall promptly take all
actions necessary to comply with all applicable statutes, ordinances, rules,
regulations, orders and requirements regulating the use by Tenant of the
Property, including the Occupational Safety and Health Act.

                       SEE ADDENDUM TO LEASE, PARAGRAPH 4

Section 5.03.  HAZARDOUS MATERIALS.  As used in this Lease, the term "Hazardous
Material" means any flammable items, explosives, radioactive materials,
hazardous or toxic substances, material or waste or related materials, including
any substances defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials" or "toxic substances" now
or subsequently regulated under any applicable federal, state or local laws or
regulations, including without limitation petroleum-based products, paints,
solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia
compounds and other chemical products, asbestos, PCBs and similar compounds, and
including any different products and materials which are subsequently found to
have adverse effects on the environment or the health and safety of persons.
Tenant shall not cause or permit any Hazardous Material to be generated,
produced, brought upon, used, stored, treated or disposed of in or about the
Property by Tenant, its agents, employees, contractors, subleasees or invitees
without the prior written consent of Landlord. Landlord shall be entitled to
take into account such other factors or facts as Landlord may reasonably
determine to be relevant in determining whether to grant or withhold consent to
Tenant's proposed activity with respect to Hazardous Material. In no event,
however, shall Landlord be required to consent to the installation or use of any
storage tanks on the Property. Notwithstanding anything to the contrary
contained in this Lease, Landlord acknowledges that Tenant will be operating a
distribution and warehouse facility at the Property, and Tenant shall be
entitled to bring upon, use and store on and in the Property normal amounts of
Hazardous Materials (including, but not limited to, fuel for forklift trucks,
cleaning compounds and other products used in the normal course of Tenants
business) without Landlord's prior consent provided that Tenant shall use all
such Hazardous Materials in compliance with all applicable laws.

Section 5.04.  SIGNS AND AUCTIONS.  Tenant shall not place any signs on the
Property without Landlord's prior written consent. Tenant shall not conduct or
permit any auctions or sheriff's sales at the Property.

Section 5.05.  INDEMNITY.  Tenant shall indemnify Landlord against and hold
Landlord harmless from any and all costs, claims or liability arising from: (a)
Tenant's use of the Property; (b) the conduct of Tenant's business or anything
else done or permitted by Tenant to be done in or about the Property, including
any contamination of the Property or any other property resulting from the
presence or use of Hazardous Material caused or permitted by Tenant; (c) any
breach or default in the performance of Tenant's obligations under this Lease;
(d) any misrepresentation or breach of warranty by Tenant under this Lease; or
(e) other acts or omissions of Tenant.


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Tenant shall defend Landlord against any such cost, claim or liability at
Tenant's expense with counsel reasonably acceptable to Landlord or, at
Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs
incurred by Landlord in connection with any such claim (but Landlord shall not
settle any claim without Tenant's written consent, which shall not be
unreasonably withheld). As a material part of the consideration to Landlord,
Tenant assumes all risk of damage to property or injury to persons in or about
the Property arising from any cause, and Tenant hereby waives all claims in
respect thereof against Landlord, except for any claim arising out of Landlord's
negligence or willful misconduct. As used in this Section, the term "Tenant"
shall include Tenant's employees, agents, contractors and invitees, if
applicable.

Section 5.06. LANDLORD'S ACCESS. Landlord or its agents may enter the Property
at all times reasonable for Tenant's business to show the Property to potential
buyers, investors or tenants, or to inspect and conduct tests in order to
monitor Tenant's compliance with all applicable environmental laws and all laws
governing the presence and use of Hazardous Material. Landlord shall give Tenant
prior notice of such entry, except in the case of an emergency. Landlord may
place customary "For Sale" or "For Lease" signs on the Property. Any such access
by Landlord or its agents pursuant to this section, or otherwise, shall only be
permitted in accordance with the following:

         (a)      Landlord shall give Tenant reasonable prior notice of any
                  desired access (at least one business day in advance, except
                  in case of emergency);

         (b)      Any such access shall be strictly in accordance with such 
                  security and confidentiality requirements as Tenant may 
                  require (including, without limitation the requirement that
                  any person having access be escorted by an employee of Tenant
                  and that any such person sign nondisclosure and 
                  confidentiality agreements acceptable to Tenant).

Section 5.07. QUIET POSSESSION. If Tenant pays the rent and complies with all
other terms of this Lease, Tenant may occupy and enjoy the Property for the full
Lease Term, subject to the provisions of this Lease.

ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

Section 6.01. EXISTING CONDITIONS. Tenant accepts the Property in its condition
as of the Commencement Date, subject to all recorded matters, laws, ordinances,
and governmental regulations and orders. Except as provided herein, Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation as to the condition of the Property or the suitability of the
Property for Tenant's intended use. Tenant represents and warrants that Tenant
has made its own inspection of and inquiry regarding the condition of the
Property and is not relying on any representations of Landlord (except as set
forth herein) or any Broker with respect thereto.

Section 6.02. EXEMPTION OF LANDLORD FROM LIABILITY. Landlord shall not be liable
for any damage or injury to the person, business (or any loss of income
therefrom), goods, wares, merchandise or other property of Tenant, Tenant's
employees, invitees, customers or any other person in or about the Property,
whether such damage or injury is caused by or results from: (a) fire, steam,
electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures or any other cause; (c) conditions arising in or about the
Property or from other sources or places; or (d) any act or omission of any
other tenant of Landlord. Landlord shall not be liable for any such damage or
injury even though the cause of or the means of repairing such damage or injury
are not accessible to Tenant. The provisions of this Section 6.02 shall not,
however, exempt Landlord from liability for Landlord's negligence or willful
misconduct.

Section 6.03. LANDLORD'S OBLIGATIONS. Subject to the provisions of Article Seven
(Damage or Destruction) and Article Eight (Condemnation), Landlord shall have
absolutely no responsibility to repair, maintain or replace any portion of the
Property at any time; provided, however, that Landlord shall, at its sole cost,
be responsible for any structural repairs or replacements, and for any
replacements of the roof or roof membrane, building foundations, exterior walls
or buried utility lines outside of the building. Tenant, however, shall be
responsible for normal roof repairs after the initial ten (10) years of the
Lease (from the Commencement Date). Tenant waives the benefit of any present or
future law, which might give Tenant the right to repair the Property at
Landlord's expense or to terminate the Lease due to the condition of the
Property.

Section 6.04. TENANT'S OBLIGATIONS.

   (a) Except as provided in Section 6.03, Article Seven (Damage or Destruction)
and Article Eight (Condemnation), Tenant shall keep all portions of the Property
(including structural, nonstructural, interior, exterior, and landscaped areas,
portions, systems and equipment) in good order, condition and repair (including
interior repainting and refinishing, as needed), subject to normal wear and
tear. If any portion of the Property or any system or equipment in the Property
which Tenant is obliged to repair cannot be fully repaired or restored, Tenant
shall promptly replace such portion of the Property or system or equipment in
the Property, regardless of whether the benefit of such replacement extends
beyond the Lease Term; but if the benefit or useful life of such replacement
extends beyond the Lease Term (as such term may be extended by exercise of any
options), the useful life of such replacement shall be prorated over the
remaining portion of the Lease Term (as extended), and Tenant shall be liable
only for that portion of the cost which is applicable to the Lease Term (as
extended) and shall receive a refund from Landlord for any portion after the
Lease term. Tenant shall maintain a preventive


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maintenance contract providing for the regular inspection and maintenance of the
heating and air conditioning system by a licensed heating and air conditioning 
contractor. If any part of the Property is damaged by any act or omission of 
Tenant, Tenant shall pay Landlord the cost of repairing or replacing such 
damaged property, whether or not Landlord would otherwise be obligated to pay 
the cost of maintaining or repairing such property. It is the intention of 
Landlord and Tenant that at all times Tenant shall maintain the portions of the 
Property which Tenant is obligated to maintain in an attractive, and fully 
operative condition subject to normal wear and tear.

     (b)  Tenant shall fulfill all of Tenant's obligations under this Section 
6.04 at Tenant's sole expense. If Tenant fails to maintain, repair or replace 
the Property as required by this Section 6.04, within thirty (30) days after 
written notice from Landlord, Landlord may, upon ten (10) days' prior written 
notice to Tenant (except that no notice shall be required in the case of an 
emergency), enter the Property and perform such maintenance or repair 
(including replacement, as needed) on behalf of Tenant. In such case, Tenant 
shall reimburse Landlord for all reasonable costs incurred in performing such 
maintenance or repair immediately upon demand.

Section 6.05.  ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.

     (a)  Tenant shall not make any alterations, additions, or improvements to 
the Property without Landlord's prior written consent, (which consent shall not 
be unreasonably withheld) except for non-structural alterations and 
miscellaneous cabling (data, phone, etc.) which do not adversely affect the 
building systems and which are not visible from the outside of any building of 
which the Property is part. Tenant shall promptly remove any alterations, 
additions, or improvements constructed in violation of this Paragraph 6.05(a) 
upon Landlord's written request. All alterations, additions, and improvements 
shall be done in a good and workmanlike manner, in conformity with all 
applicable laws and regulations, and by a contractor approved by Landlord. Upon 
completion of any such work, Tenant shall provide Landlord with "as built" 
plans, copies of all construction contracts, and proof of payment for all labor 
and materials.

     (b)  Tenant shall pay when due all claims for labor and material furnished 
to the Property. Tenant shall give Landlord at least twenty (20) days' prior 
written notice of the commencement of any work on the Property, regardless of 
whether Landlord's consent to such work is required. Landlord may elect to 
record and post notices of non-responsibility on the Property.

Section 6.06.  CONDITION UPON TERMINATION. Upon the termination of the Lease, 
Tenant shall surrender the Property to Landlord, broom clean and in the same 
condition as received (with such alterations as Landlord shall have approved, 
if approval is required or for which approval was not required) except for 
ordinary wear and tear which Tenant was not otherwise obligated to remedy under 
any provision of this Lease. However, Tenant shall not be obligated to repair 
any damage which Landlord is required to repair under Article Seven (Damage or 
Destruction). In addition, Landlord may, if Landlord so notifies Tenant at the 
time of granting initial consent, require Tenant to remove any alternations, 
additions or improvements (whether or not made with Landlord's consent) prior 
to the expiration of the Lease and to restore the Property to its prior 
condition, all at Tenant's expense. All alterations, additions and improvements 
which Tenant does not remove shall become Landlord's property and shall be 
surrendered to Landlord upon the expiration or earlier termination of the Lease,
except that Tenant may remove any of Tenant's machinery, trade fixtures, or 
equipment which can be removed without material damage to the Property. Tenant 
shall repair, at Tenant's expense, any damage to the Property caused by the 
removal of any such machinery, trade fixtures, or equipment. In no event, 
however, shall Tenant remove any of the following materials or equipment (which 
shall be deemed Landlord's property) with Landlord's prior written consent: 
lighting or lighting fixtures; wall coverings; drapes, blinds or other window 
coverings; carpets or other floor coverings; heaters, air conditioners or any 
other heating or air conditioning equipment; fencing or security gates.

ARTICLE SEVEN: DAMAGE OR DESTRUCTION

Section 7.01    PARTIAL DAMAGE TO PROPERTY.

     (a)  Tenant shall notify Landlord in writing immediately upon the 
occurrence of any damage to the Property. If the Property is only partially 
damaged (i.e., less than fifty percent (50%) of the Property is untenantable as 
a result of such damage or less than fifty percent (50%) of Tenant's operations 
are materially impaired) and if the proceeds received by Landlord from the 
insurance policies described in Paragraph 4.04(b) are sufficient to pay for the 
necessary repairs, this Lease shall remain in effect and Landlord shall repair 
the damage as soon as reasonably possible. Landlord may elect (but is not 
required) to repair any damage to Tenant's fixtures, equipment, or improvements.

     (b)  If the insurance proceeds received by Landlord are not sufficient to 
pay the entire costs of repair, or if the cause of the damage is not covered by 
the insurance policies which Landlord maintains under Paragraph 4.04(b) Landlord
may elect either to (i) repair the damage as soon as reasonably possible, in 
which case this Lease shall remain in full force and effect, or (ii) terminate 
this Lease as of the date the damage occurred. Landlord shall notify Tenant 
within twenty (20) business days after receipt of notice of the occurrence of 
the damage whether Landlord elects to repair the damage or terminate the Lease. 
If Landlord elects to repair the damage, Tenant shall pay Landlord the 
"deductible amount" (if any) under Landlord's insurance policies and, if the 
damage was due to an act or omission of Tenant, or Tenant's employees, agents, 
contractors or invitees, the difference between the actual cost of repair and 
any insurance proceeds received by Landlord. If Landlord elects to terminate 
this Lease, Tenant may elect to continue this Lease in full force and effect, 
in which case Tenant shall repair any damage to the Property and any building 
in which the Property is located. Tenant shall pay the cost of such repairs, 
except that upon satisfactory completion of such repairs, Landlord shall deliver
to Tenant any insurance proceeds received by


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Landlord for the damage repaired by Tenant. Tenant shall give Landlord written 
notice of such election within (10) days after receiving Landlord's termination 
notice.

      (c) If the damage to the Property occurs during the last twelve (12) 
months of the Lease Term and such damage will require more than sixty (60) days 
to repair, and Tenant has not elected to re-new this Lease, either Landlord or 
Tenant may elect to terminate this Lease as of the date damage occurred, 
regardless of the sufficiency of any insurance proceeds. The party electing to 
terminate this Lease shall give written notification to the other party of such 
election within twenty (20) days after Tenant's notice to Landlord of the 
occurrence of the damage.

Section 7.02. SUBSTANTIAL OR TOTAL DESTRUCTION. If the Property is 
substantially or totally destroyed by any cause whatsoever (i.e., the damage to 
the Property is greater than partial damage as described in Section 7.01), and 
regardless of whether Landlord receives any insurance proceeds, this Lease 
shall terminate as of the date the destruction occurred. Notwithstanding the 
preceding sentence, if the Property can be rebuilt within six (6) months after 
the date of destruction, Landlord may elect to rebuild the Property at 
Landlord's own expense, in which case this Lease shall remain in full force and 
effect. Landlord shall notify Tenant of such election within twenty (20) 
business days after Tenant's notice of the occurrence of total or substantial 
destruction. If Landlord so elects, Landlord shall rebuild the Property at 
Landlord's sole expense, except that if the destruction was caused by an act or 
omission of Tenant, Tenant shall pay Landlord the difference between the actual 
cost of rebuilding and any insurance proceeds received by Landlord.

Section 7.03. TEMPORARY REDUCTION OF RENT. If the Property is destroyed or 
damaged and Landlord or Tenant repairs or restores the Property pursuant to the 
provisions of this Article Seven, any rent payable during the period of such 
damage, repair and/or restoration shall be reduced according to the degree, if 
any, to which Tenant's use of the Property is impaired. Except for such 
possible reduction in Base Rent, insurance premiums and real property taxes, 
Tenant shall not be entitled to any compensation, reduction, or reimbursement 
from Landlord as a result of any damage, destruction, repair, or restoration of 
or to the Property.

Section 7.04. WAIVER. Tenant waives the protection of any statute, code or 
judicial decision which grants a tenant the right to terminate a lease in the 
event of the substantial or total destruction of the leased property. Tenant 
agrees that the provisions of Section 7.02 above shall govern the rights and 
obligations of Landlord and Tenant in the event of any substantial or total 
destruction to the Property.

ARTICLE EIGHT: CONDEMNATION

If all or any portion of the Property is taken under the power of eminent domain
or sold under the threat of that power (all of which are called "Condemnation"),
this Lease shall terminate as to the part taken or sold on the date the
condemning authority takes title or possession, whichever occurs first. If more
than twenty percent (20%) of the floor area of the building in which the
Property is located, or which is located on the Property, is taken, either
Landlord or Tenant may terminate this Lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes title or possession). However, Landlord shall not be entitled to terminate
this Lease if Tenant certifies that the Property is still usable for Tenant's
business. If neither Landlord nor Tenant terminates this Lease, this Lease shall
remain in effect as to the portion of the Property not taken, except that the
Base Rent and Additional Rent shall be reduced in proportion to the reduction in
the floor area of the Property. Any Condemnation award or payment shall be
distributed in the following order: (a) first, to any ground lessor, mortgagee
or beneficiary under a deed of trust encumbering the Property, the amount of its
interest in the Property; (b) second, to Tenant, only the amount of any award
specifically designated for loss of or damage to Tenant's trade fixtures or
removable personal property; and (c) third, to Landlord, the remainder of such
award, whether as compensation for reduction in the value of the leasehold, the
taking of the fee, or otherwise. If this Lease is not terminated, Landlord shall
repair any damage to the Property caused by the Condemnation, except that
Landlord shall not be obligated to repair any damage for which Tenant has been
reimbursed by the condemning authority. If the severance damages received by
Landlord are not sufficient to pay for such repair, Landlord shall have the
right to either terminate this Lease (if Tenant does not pay the difference) or
make such repair at Landlord's expense.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING

Section 9.01. LANDLORD'S CONSENT REQUIRED. No portion of the Property or of
Tenant's interest in this Lease may be acquired by any other person or entity,
whether by sale, assignment, mortgage, sublease, transfer, operation of law, or
act of tenant, without Landlord's prior written consent as provided in Section
9.02 below. Landlord has the right to grant or reasonably withhold its consent
as provided in Section 9.05 below.  Any attempted transfer without consent shall
be void and shall constitute a non-curable breach of this Lease. Landlord
acknowledges that Tenant is a publicly traded corporation, and Landlord agrees
that the transfer of any stock in Tenant (whether or not a controlling interest)
shall not require Landlord's prior consent.

Section 9.02. TENANT AFFILIATE. Tenant may assign this Lease or sublease the 
Property, without Landlord's consent, to any corporation or other entity which 
controls, is controlled by or is under common control with Tenant, or to


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any corporation or other entity resulting from the merger of or consolidation
with Tenant ("Tenant's Affiliate"). In such case, any Tenant's Affiliate shall
assume in writing all of Tenant's obligations under this Lease. The Tenant may
also assign this Lease to any entity that acquires all or, substantially all, of
Tenant's assets, provided that any such transferee shall assume in writing all
of Tenant's obligations under this Lease.

Section 9.03. NO RELEASE OF TENANT. No transfer permitted by this Article Nine,
whether with or without Landlord's consent, shall release Tenant or change
Tenant's primary liability to pay the rent and to perform all other obligations
of Tenant under this Lease. Landlord's acceptance of rent from any other person
is not a waiver of any provision of this Article Nine. Consent to one transfer
is not a consent to any subsequent transfer. If Tenant's transferee defaults
under this Lease, Landlord may proceed directly against Tenant without pursuing
remedies against the transferee. Landlord may consent to subsequent assignments
or modifications of this Lease by Tenant's transferee, without notifying Tenant
or obtaining its consent. Such action shall not relieve Tenant's liability under
this Lease.

Section 9.04. OFFER TO TERMINATE. If Tenant desires to assign the Lease or
sublease the Property, Tenant shall have the right to offer, in writing, to
terminate the Lease as of a date specified in the offer. If Landlord elects in
writing to accept the offer to terminate within twenty (20) days after notice of
the offer, the Lease shall terminate as of the date specified and all the terms
and provisions of the Lease governing termination shall apply. If Landlord does
not so elect, the Lease shall continue in effect until otherwise terminated and
the provisions of Section 9.05 with respect to any proposed transfer shall
continue to apply.

Section 9.05. LANDLORD'S CONSENT.

     (a) Tenant's request for consent to any transfer described in Section 9.01
shall set forth in writing the details of the proposed transfer, including the
name, business and financial condition of the prospective transferee, financial
details of the proposed transfer (e.g., the term of and the rent and security
deposit payable under any proposed assignment or sublease), and any other
information Landlord reasonably deems relevant. Landlord shall have the right to
withhold consent, if reasonable, or to grant consent, based on the following
factors: (i) the business of the proposed assignee or subtenant and the proposed
use of the Property; (ii) the net worth and creditworthiness of the proposed
assignee or subtenant; and (iii) Tenant's compliance with all of its obligations
under the Lease. If Landlord objects to a proposed assignment solely because of
the net worth and or creditworthiness of the proposed assignee, Tenant may
nonetheless sublease (but not assign), all or a portion of the Property to the
proposed transferee, but only on the other terms of the proposed transfer.

     (b) If Tenant assigns or subleases, the following shall apply:

          (i) Tenant shall pay to Landlord as Additional Rent under the Lease
the Landlord's Share (stated in Section 1.13) of the Profit (defined below) on
such transaction as and when received by Tenant, unless Landlord gives written
notice to Tenant and the assignee or subtenant that Landlord's Share shall be
paid by the assignee or subtenant to Landlord directly. The "Profit" means (A)
all amounts paid to Tenant for such assignment or sublease, including "key"
money, monthly rent in excess of the monthly rent payable under the Lease, and
all fees and other consideration paid for the assignment or sublease, including
fees under any collateral agreements, less (B) costs and expenses directly
incurred by Tenant in connection with the execution and performance of such
assignment or sublease for real estate broker's commissions and costs of
renovation or construction of tenant improvements required under such assignment
or sublease. Tenant is entitled to recover such costs and expenses before Tenant
is obligated to pay the Landlord's Share to Landlord. The Profit in the case of
a sublease of less than all the Property is the rent allocable to the subleased
space as a percentage on a square footage basis.

          (ii) Tenant shall provide Landlord a written statement certifying all
amounts to be paid from any assignment or sublease of the Property within thirty
(30) days after the transaction documentation is signed, and Landlord may
inspect Tenant's publicly-available books and records with respect to such
transaction to verify the accuracy of such statement. On written request, Tenant
shall promptly furnish to Landlord copies of all the transaction documentation,
all of which shall be certified by Tenant to be complete, true and correct.
Landlord's receipt of Landlord's Share shall not be a consent to any further
assignment or subletting. The breach of Tenant's obligation under this Paragraph
9.05(b) shall be a material default of the Lease.

Section 9.06. NO MERGER. No merger shall result from Tenant's sublease of the
Property under this Article Nine, Tenant's surrender of this Lease or the
termination of this Lease in any other manner. In any such event, Landlord may
terminate any or all subtenancies or succeed to the interest of Tenant as
sublandlord under any or all subtenancies.

ARTICLE TEN: DEFAULTS; REMEDIES

Section 10.01. COVENANTS AND CONDITIONS. Tenant's performance of each of
Tenant's obligations under this Lease is a condition as well as a covenant.
Tenant's right to continue in possession of the Property is conditioned upon
such performance. Time is of the essence in the performance of all covenants and
conditions.

Section 10.02. DEFAULTS. Tenant shall be in material default under this Lease:

     (a) If Tenant abandons the Property in excess of thirty (30) days while
Tenant is in default (beyond applicable notice and cure periods) of a monetary
obligation of the Lease;

     (b) If Tenant fails to pay rent or any other charge within ten (10) days
after written notice from Landlord that

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said payment is overdue;

     (c)  If Tenant fails to perform any of Tenant's non-monetary obligations 
under this Lease for a period of thirty (30) days after written notice from 
Landlord; provided that if more than thirty (30) days are required to complete 
such performance, Tenant shall not be in default if Tenant commences such 
performance within the thirty (30) day period and thereafter diligently pursues 
its completion. The notice required by this Paragraph is intended to satisfy 
any and all notice requirements imposed by law on Landlord and is not in 
addition to any such requirement.

     (d)(i)    If Tenant makes a general assignment or general arrangement for
the benefit of creditors; (ii) if a petition for adjudication of bankruptcy or
for reorganization or rearrangement is filed by or against Tenant and is not
dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed
to take possession of substantially all of Tenant's assets located at the
Property or of Tenant's interest in this Lease and possession is not restored to
Tenant within thirty (30) days; or (iv) if substantially all of Tenant's assets
located at the Property or of Tenant's interest in this Lease is subjected to
attachment, execution or other judicial seizure which is not discharged within
thirty (30) days. If a court of competent jurisdiction determines that any of
the acts described in this subparagraph (d) is not a default under this Lease,
and a trustee is appointed to take possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers Tenant's interest hereunder,
then Landlord shall receive, as Additional Rent, the excess, if any, of the rent
(or any other consideration) paid in connection with such assignment or sublease
over the rent payable by Tenant under this Lease.


     (e)  If any guarantor of the Lease revokes or otherwise terminates, or 
purports to revoke or otherwise terminate, any guaranty of all or any portion 
of Tenant's obligations under the Lease. Unless expressly provided, no guaranty 
of the Lease is revocable.

Section 10.03. REMEDIES. On the occurrence of any material default by Tenant, 
Landlord may, at any time thereafter, with or without further notice of demand 
and without limiting Landlord in the exercise of any right or remedy which 
Landlord may have;

     (a)  Terminate Tenant's right to possession of the Property by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Property 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 (i) the worth at the time of the award of the unpaid
Base Rent, Additional Rent and other charges which Landlord had earned at the
time of the termination; (ii) the worth at the time of the award of the amount
by which the unpaid Base Rent, Additional Rent and other charges which Landlord
would have earned after termination until the time of the award exceeds the
amount of such rental loss that Tenant proves Landlord could have reasonably
avoided; (iii) the worth at the time of the award of the amount by which the
unpaid Base Rent, Additional Rent and other charges which Tenant would have paid
for the balance of the Lease term after the time of award exceeds the amount of
such rental loss that Tenant proves Landlord could have reasonably avoided; and
(iv) any other amount necessary to compensate Landlord for all the  detriment
proximately caused by Tenant's failure to perform its obligations under the
Lease or which in the ordinary course of things would be likely to result
therefrom, including, but not limited to, any costs or expenses Landlord incurs
in maintaining or preserving the Property after such default, the cost of
recovering possession of the Property, expenses of reletting, including
necessary renovation or alteration of the Property, Landlord's reasonable
attorney's fees incurred in connection therewith, and any real estate commission
paid or payable. As used in subparts (i) and (ii) above, the "worth at the time
of the award" is computed by allowing interest on unpaid amounts at the rate of
fifteen percent (15%) per annum, or such lesser amount as may then be the
maximum lawful rate. As used in subpart (iii) above, the "worth at the time of
the award" is computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of the award, plus one percent
(1%). If Tenant has abandoned the Property, Landlord shall have the option of
(i) retaking possession of the Property and recovering from Tenant the amount
specified in this Paragraph 10.03(a), or (ii) proceeding under Paragraph
10.03(b);

     (b)  Maintain Tenant's right to possession, in which case this Lease shall 
continue in effect whether or not Tenant has abandoned the Property. In such 
event, Landlord shall be entitled to enforce all of Landlord's rights and 
remedies under this Lease, including the right to recover the rent as it 
becomes due;

     (c)  Pursue any other remedy now or hereafter available to Landlord under 
the laws or judicial decisions of the state in which the Property is located.

Section 10.04. REPAYMENT OF "FREE" RENT. If this Lease provides for a 
postponement of any monthly rental payments, a period of "free" rent or other 
rent concession, such postponed rent or "free" rent is called the "Abated 
Rent". Tenant shall be credited with having paid all of the Abated Rent on the 
expiration of the Lease Term only if Tenant has fully, faithfully, and 
punctually performed all of Tenant's obligations hereunder, including the 
payment of all rent (other than the Abated Rent) and all other monetary 
obligations and the surrender of the Property in the physical condition required
by this Lease. Tenant acknowledges that its right to receive credit for the 
Abated Rent is absolutely conditioned upon Tenant's full faithful and punctual 
performance of its obligations under this Lease. If Tenant defaults and does 
not cure within any applicable grace period, the Abated Rent shall immediately 
become due and payable in full and this Lease shall be enforced as if there 
were no such rent abatement or other rent concession. In such case Abated Rent 
shall be calculated based on the full initial rent payable under this Lease.

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Section 10.06. CUMULATIVE REMEDIES. Landlord's exercise of any right or remedy 
shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN: PROTECTION OF LENDERS

Section 11.01. SUBORDINATION. Landlord shall have the right to subordinate this
Lease to any ground lease, deed of trust or mortgage encumbering the Property,
any advances made on the security thereof and any renewals, modifications,
consolidations, replacements or extensions thereof, whenever made or recorded.
Tenant shall cooperate with Landlord and any lender which is acquiring a
security interest in the Property or the Lease. Tenant shall execute such
further documents and assurances as such lender may require, provided that
Tenant's monetary obligations under this Lease shall not be increased in any way
and Tenant's contractual obligations under this Lease shall not be increased in
any material way (the performance of ministerial acts shall not be deemed
material), and Tenant shall not be deprived of its rights under this Lease.
Tenant's right to quiet possession of the Property during the Lease Term shall
not be disturbed if Tenant pays the rent and performs all of Tenant's
obligations under this Lease and is not otherwise in default. If any ground
lessor, beneficiary or mortgagee elects to have this Lease prior to the lien of
its ground lease, deed of trust or mortgage and gives written notice thereof to
Tenant, this Lease shall be deemed prior to such ground lease, deed of trust or
mortgage whether this Lease is dated prior or subsequent to the date of said
ground lease, deed of trust or mortgage or the date of recording thereof.
Notwithstanding the foregoing, Landlord agrees that Landlord shall cause to be
delivered to Tenant a non-disturbance agreement from Landlord's lender
("Lender"), if any, within thirty (30) days of the Commencement Date, pursuant
to which the Lender shall agree that in event of a foreclosure or deed in lieu
thereof it shall not disturb Tenant's possession under this Lease so long as
Tenant pays the rent and performs all of its obligations hereunder and is not
otherwise in default. If a non-disturbance agreement is not timely delivered,
Tenant may terminate this Lease within fifteen (15) days thereafter. The
non-disturbance agreement shall be in a commercially reasonable form and subject
to Tenant's reasonable approval.

Section 11.02. ATTORNMENT. If Landlord's interest in the Property is acquired 
by any ground lessor, beneficiary under a deed of trust, mortgagee, or 
purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or 
successor to Landlord's interest in the Property and recognize such transferee 
or successor as Landlord under this Lease. Tenant waives the protection of any 
statute or rule of law which gives or purports to give Tenant any right to 
terminate this Lease or surrender possession of the Property upon the transfer 
of Landlord's interest.

Section 11.03. SIGNING OF DOCUMENTS. Tenant shall sign and deliver any 
instrument or documents necessary or appropriate to evidence any such 
attornment or subordination or agreement to do so. If Tenant fails to do so 
within ten (10) days after written request, Tenant hereby makes, constitutes 
and irrevocably appoints Landlord, or any transferee or successor of Landlord, 
the attorney-in-fact of Tenant to execute and deliver any such instrument or 
document.

Section 11.04. ESTOPPEL CERTIFICATES.

     (a) Upon Landlord's written request, Tenant shall execute, acknowledge 
and deliver to Landlord a written statement certifying: (i)that none of the 
terms or provisions of this Lease have been changed (or if they have been 
changed, stating how they have been changed); (ii) that this Lease has not been 
canceled or terminated; (iii) the last date of payment of the Base Rent and 
other charges and the time period covered by such payment; (iv) to the best of 
its knowledge that Landlord is not in default under this Lease (or, if Landlord 
is claimed to be in default, stating why); and (v) such other representations 
or information with respect to Tenant or the Lease as Landlord may reasonably 
request or which any prospective purchaser or encumbrancer of the Property may 
reasonably require. Tenant shall deliver such statement to Landlord within ten 
(10) days after Landlord's request. Landlord may give any such statement by 
Tenant to any prospective purchaser or encumbrancer of the Property. Such 
purchaser or encumbrancer may rely conclusively upon such statement as true and 
correct.

     (b) If Tenant does not deliver such statement to Landlord within such ten 
(10)-day period, Landlord, and any prospective purchaser or encumbrancer, may 
conclusively presume and rely upon the following facts: (i) that the terms and 
provisions of this Lease have not been changed except as otherwise represented 
by Landlord: (ii) that this Lease has not been canceled or terminated except as 
otherwise represented by Landlord; (iii) that not more than one month's Base 
Rent or other charges have been paid in advance; and (iv) that Landlord is not 
in default under the Lease. In such event, Tenant shall be estopped from 
denying the truth of such facts.

Section 11.05 TENANT'S FINANCIAL CONDITION. Within ten (10) days after written 
request from Landlord, Tenant shall deliver to Landlord such publicly-available 
financial statements as Landlord reasonably requires to verify the



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net worth of Tenant or any assignee, of Tenant. In addition, Tenant shall 
deliver to any lender designated by Landlord any publicly-available financial 
statements required by such lender to facilitate the financing or refinancing 
of the Property. Tenant represents and warrants to Landlord that each such 
financial statement is a true and accurate statement as of the date of such 
statement. All financial statements shall be confidential and shall be used 
only for the purposes set forth in this Lease.

ARTICLE TWELVE: LEGAL COSTS

Section 12.01. LEGAL PROCEEDINGS. If any action for breach of or to enforce the
provisions of this Lease is commenced, the court in such action shall award to 
the party in whose favor a judgment is entered, a reasonable sum as attorneys' 
fees and costs. The losing party in such action shall pay such attorneys' fees 
and costs. Tenant shall also indemnify Landlord against and hold Landlord 
harmless from all costs, expenses, demands and liability Landlord may incur if 
Landlord becomes or is made a party to any claim or action (a) instituted by 
Tenant against any third party, or by any third party against Tenant, or by or 
against any person holding any interest under or using the Property by license 
of or agreement with Tenant; (b) for foreclosure of any lien for labor or 
material furnished to or for Tenant or such other person; (c) otherwise arising 
out of or resulting from any act or transaction of Tenant or such other person; 
or (d) necessary to protect Landlord's interest under this Lease in a 
bankruptcy proceeding, or other proceeding under Title 11 of the United States 
code, as amended. Tenant shall defend Landlord against any such claim or action 
at Tenant's expense with counsel reasonably acceptable to Landlord.

Section 12.02. LANDLORD'S CONSENT. Tenant shall pay Landlord's reasonable 
attorneys' fees incurred in connection with Tenant's request for Landlord's 
consent under Article Nine (ASSIGNMENT AND SUBLETTING), or in connection with 
any other act which Tenant proposes to do and which requires Landlord's consent.

ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS

Section 13.01. NON-DISCRIMINATION. Tenant promises, and it is a condition to the
continuance of this Lease, that there will be no discrimination against, or 
segregation of, any person or group of persons on the basis of race, color, 
sex, creed, national origin or ancestry in the leasing, subleasing, 
transferring, occupancy, tenure or use of the Property or any portion thereof.

Section 13.02. LANDLORD'S LIABILITY; CERTAIN DUTIES.

     (a) As used in this Lease, the term "Landlord" means only the current 
owner or owners of the fee title to the Property or the leasehold estate under 
a ground lease of the Property at the time in question. Each Landlord is 
obligated to perform the obligations of Landlord under this Lease only during 
the time such Landlord owns such interest or title. Any Landlord who transfers 
its title or interest is relieved of all liability with respect to the 
obligations of Landlord under this Lease to be performed on or after the date 
of transfer. However, each Landlord shall deliver to its transferee all funds 
that Tenant previously paid if such funds have not yet been applied under the 
terms of this Lease.

     (b) Tenant shall give written notice of any failure by Landlord to perform 
any of its obligations under this Lease to Landlord and to any ground lessor, 
mortgagee or beneficiary under any deed of trust encumbering the Property whose 
name and address have been furnished to Tenant in writing. Landlord shall not 
be in default under this Lease unless Landlord (or such ground lessor, 
mortgagee or beneficiary) fails to cure such non-performance within thirty (30) 
days after receipt of Tenant's notice. However, if such non-performance 
reasonably requires more than thirty (30) days to cure, Landlord shall not be 
in default if such cure is commenced within such thirty (30)-day period and 
thereafter diligently pursued to completion.

     (c) Notwithstanding any term or provision herein to the contrary, the 
liability of Landlord for the performance of its duties and obligations under 
this Lease is limited to Landlord's interest in the Property (and any proceeds 
thereof), and neither the Landlord nor its partners, shareholders, officers or 
other principals shall have any personal liability under this Lease.

Section 13.03. SEVERABILITY. A determination by a court of competent 
jurisdiction that any provision of this Lease or any part thereof is illegal 
or unenforceable shall not cancel or invalidate the remainder of such provision 
or this lease, which shall remain in full force and effect.

Section 13.04. INTERPRETATION. the captions of the Articles or Sections of 
this Lease are to assist the parties in reading this Lease and are not a part 
of the terms or provisions of this Lease. Whenever required by the context of 
this Lease, the singular shall include the plural and the plural shall include 
the singular. The masculine, feminine and neuter genders shall each include the 
other. In any provision relating to the conduct, acts or omissions of Tenant, 
the term "Tenant" shall include Tenant's agents, employees, contractors, 
invitees, successors or others using the Property with Tenant's expressed or 
implied permission.

Section 13.05. INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS. This Lease is 
the only agreement between the


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parties pertaining to the lease of the Property and no other agreements are 
effective. All amendments to this Lease shall be in writing and signed by all 
parties. Any other attempted amendment shall be void.

Section 13.06. NOTICES. All notices required or permitted under this Lease 
shall be in writing and shall be personally delivered or sent by certified 
mail, return receipt requested, postage prepaid. Notices to Tenant shall be 
delivered to the address specified in Section 1.03 above. Notices to Landlord 
shall be delivered to the address specified in Section 1.02 above. All notices 
shall be effective upon delivery. Either party may change its notice address 
upon written notice to the other party.

Section 13.07. WAIVERS. All waivers must be in writing and signed by the 
waiving party. Landlord's failure to enforce any provision of this Lease or its 
acceptance of rent shall not be a waiver and shall not prevent Landlord from 
enforcing that provision or any other provision of this Lease in the future. No 
statement on a payment check from Tenant or in a letter accompanying a payment 
check shall be binding on Landlord. Landlord may, with or without notice to 
Tenant, negotiate such check without being bound to the conditions of such 
statement.

Section 13.08. NO RECORDATION. Tenant shall not record this Lease without prior 
written consent from Landlord. However, either Landlord or Tenant may require 
that a "Short Form" memorandum of this Lease fees (including the right of first 
refusal to purchase as set forth in the Addendum) executed by both parties be 
recorded. The party requiring such recording shall pay all transfer taxes and 
recording.

Section 13.09. BINDING EFFECT; CHOICE OF LAW. This Lease binds any party who 
legally acquires any rights or interest in this Lease from Landlord or Tenant. 
However, Landlord shall have no obligation to Tenant's successor unless the 
rights or interests of Tenant's successor are acquired in accordance with the 
terms of this Lease. The laws of the state in which the Property is located 
shall govern this Lease.

Section 13.10. CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY. If Tenant is a 
corporation, each person signing this Lease on behalf of Tenant represents and 
warrants that he has full authority to do so and that this Lease binds the 
corporation. Within thirty (30) days after this Lease is signed, Tenant shall 
deliver to Landlord a certified copy of a resolution of Tenant's Board of 
Directors authorizing the execution of this Lease or other evidence of such 
authority reasonably acceptable to Landlord. If Tenant is a partnership, each 
person or entity signing this Lease for Tenant represents and warrants that he 
or it is a general partner of the partnership, that he or it has full authority 
to sign for the partnership and that this Lease binds the partnership and all 
general partners of the partnership. Tenant shall give written notice to 
Landlord of any general partner's withdrawal or addition. Within thirty (30) 
days after this Lease is signed, Tenant shall deliver to Landlord a copy of 
Tenant's recorded statement of partnership or certificate of limited 
partnership.

Section 13.11. JOINT AND SEVERAL LIABILITY. All parties signing this Lease as 
Tenant shall be jointly and severally liable for all obligations of Tenant.

Section 13.12. FORCE MAJEURE. If Landlord or Tenant cannot perform any of its 
obligations (except Tenant is still obligated for any and all financial 
obligations and covenants under this Lease from the Commencement Date) due to 
events beyond such party's control, the time provided for performing such 
obligations shall be extended by a period of time equal to the duration of such 
events. Events beyond the party's control include, but are not limited to, acts 
of God, war, civil commotion, labor disputes, strikes, fire, flood or other 
casualty, shortages of labor or material, government regulation or restriction 
and weather conditions.

Section 13.13. EXECUTION OF LEASE. This Lease may be executed in counterparts 
and, when all counterpart documents are executed, the counterparts shall 
constitute a single binding instrument. Landlord's delivery of this Lease to 
Tenant shall not be deemed to be an offer to lease and shall not be binding 
upon either party until executed and delivered by both parties.

Section 13.14. SURVIVAL. All representations and warranties of Landlord and 
Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN: BROKERS

Section 14.01. BROKER'S FEE. Per Separate Agreement (executed December 1, 1998).

Section 14.02. PROTECTION OF BROKERS. If Landlord sells the Property, or 
assigns Landlord's interest in this Lease,

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the buyer or assignee shall, by accepting such conveyance of the Property or 
assignment of the Lease, be conclusively deemed to have agreed to make all 
payments to Landlord's Broker thereafter required of Landlord under this 
Article Fourteen. Landlord's Broker shall have the right to bring a legal action
to enforce or declare rights under this provision. The prevailing party in such 
action shall be entitled to reasonable attorneys' fees to be paid by the losing 
party. Such attorneys' fees shall be fixed by the court in such action. This 
Paragraph is included in this Lease for the benefit of Landlord's Broker.

Section 14.03. BROKER'S DISCLOSURE OF AGENCY. Landlord's Broker hereby 
discloses to Landlord and Tenant and Landlord and Tenant hereby consent to 
Landlord's Broker acting in this transaction as the agent of (check one):

[ ] Landlord exclusively; or
[X] both Landlord and Tenant.

Section 14.04. NO OTHER BROKERS. Tenant represents and warrants to Landlord 
that the brokers named in Section 1.08 above are the only agents, brokers, 
finders or other parties with whom Tenant has dealt who are or may be entitled 
to any commission or fee with respect to this Lease or the Property.

ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO OR 
IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED, PLEASE DRAW 
A LINE THROUGH THE SPACE BELOW.


14


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Landlord and Tenant have signed this Lease at the place and on the dates 
specified adjacent to their signatures below and have initialed all Riders 
which are attached to or incorporated by reference in this Lease.

                                   "LANDLORD"

Signed on December 18, 1998        Panattoni Development Company
          -----------              --------------------------------------
at Sacramento, CA                  By:  /s/ Carl D. Panattoni
                                      -----------------------------------
                                        Carl D. Panattoni

                                   Its:  Partner
                                       ----------------------------------

                                   By:  /s/ James R. Carlsen
                                      -----------------------------------
                                        James R. Carlsen

                                   Its: Partner 
                                       ----------------------------------


                                   "TENANT"

Signed on December 16, 1998        Amazon.com, Inc.
          -----------              --------------------------------------
at Seattle WA                      By: /s/ Alan Caplan                       
                                      -----------------------------------

                                   Its:  VP
                                       ----------------------------------
                                   By:  
                                      -----------------------------------

                                   Its:  
                                       ----------------------------------


IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A 
PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON 
WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE 
POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE 
TANKS.

THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION OF 
THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE 
REALTORS, INC. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN 
CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS, INC., ITS 
LEGAL COUNSEL, THE REAL ESTATE BROKERS NAMED HEREIN, OR THEIR EMPLOYEES OR 
AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS 
LEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULD RETAIN LEGAL COUNSEL 
TO ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THE ADVICE OF SUCH LEGAL 
COUNSEL.



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                               ADDENDUM TO LEASE

                                 BY AND BETWEEN

             PANATTONI DEVELOPMENT COMPANY OR ASSIGNEE, "LANDLORD"

                                      AND

                           AMAZON.COM, INC. "TENANT"

Base Rent

The Base Rent on a "Triple Net - NNN" basis is shown below. In addition to Base 
Rent, Tenant shall be responsible for the Other Periodic Payments as set forth 
in Section 1.12(b) of the Lease.

          Months 1  - 30:       $114,745 per month

          Months 31 - 60:       $120,483 per month

          Months 61 - 90:       $126,507 per month

          Months 91 - 120:      $132,833 per month


Security Deposit
----------------

Tenant shall pay a security deposit of $247,578 upon execution of the Lease 
that will be applied by Landlord as follows:

$114,745 (one months rent) to be applied to the Month 1 Base Rent, and $132,833
to be retained as a security deposit.

Said security deposit shall be increased in the event of expansion pursuant to 
Paragraph 6 below in an amount equal to one month's rent for the expansion 
premises.

Lease Term

The Lease Term shall commence on the Commencement Date (as defined below) and 
end on the day immediately preceding the tenth (10th) anniversary of the 
Commencement Date.

As used herein the "Commencement Date" shall mean the date on which all of the 
following shall have occurred: Landlord shall have acquired fee simple title to 
the Property from The Stanley Works pursuant to that certain in Purchase 
Agreement and Escrow Instructions dated November 30, 1998 ("Purchase 
Agreement"), and shall have delivered to Tenant reasonable documentation to 
confirm that the acquisition under the Purchase Agreement has occurred and that 
the existing lease and mortgage documents entered into by Bank One Trust 
Company as trustee for the TSW Nevada Trust under recording numbers 203108 and 
203109, respectively, have been terminated and fully discharged.

Landlord shall use its "best efforts" to cause the Commencement Date to occur 
by January 5, 1999 or otherwise as soon as possible thereafter. If after using 
its best efforts Landlord, for any reason, fails or is unable to cause the 
Commencement Date to occur by January 29, 1999, the Landlord or Tenant may 
terminate this Lease upon written notice to the other party given within 
thirty (30) days thereafter (but given prior to the date on which Landlord 
causes the Commencement Date to occur).

Property Improvements

The Property shall be purchased and leased in "AS-IS" condition, subject to the
expansion option set forth below. Except as otherwise set forth in the Lease 
(including the exhibits thereof), Landlord makes no representation to Tenant 
relative to the absence or presence of hazardous



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material or to the condition and suitability of the Property for Tenant's use.

Right of First Refusal

If during the term of the lease, Landlord receives a bona fide offer for the
purchase of the Property (or any portion thereof) which Landlord desires to
accept, Landlord shall give written notice to Tenant thereof (the "Offering
Notice") to Tenant. The Offering Notice shall contain:

a) The name and address of the proposed purchaser;

b) A copy of the terms and conditions of the offer; and

c) An offer to sell the Property (or such portion) to Tenant in preference to 
   the proposed purchaser and upon the same terms and conditions in the Offering
   Notice.

Tenant shall be entitled to agree to purchase the Property by giving written
notice thereof to Landlord within ten (10) business days after receipt of the
Offering Notice, in which case the parties will use good faith efforts to close
the transaction within 90 days thereafter. If Tenant fails to deliver notice
within such ten (10) business day period, Landlord shall have the right to
complete the sale of the offered Property to the proposed purchaser under the
terms and conditions set forth in the Offering Notice. If the terms and
conditions of the such sale change, Landlord shall submit another Offering
Notice to Tenant setting forth in detail the changes in such sale, which Tenant
may accept in accordance with this paragraph 5. Any purchaser of the Property
(other than Tenant) shall hold the Property subject to the provisions of this
Lease, including Tenant's first right of refusal described in paragraph 5, to
the same force and effect as if such purchaser had been the Landlord in the
Lease.

Option to Expand

     6.1 Option: For the first 36 months of the Lease Term, Tenant shall have
     the right to require Landlord to expand the facility to approximately
     530,000 square feet (or the maximum size permitted on the existing site) in
     approximately the area shown as the Expansion Land on Exhibit A ("Expansion
     Land"). Tenant shall provide Landlord with 6 months of their intent to
     expand, prior to the conclusion of the 30th month of the Lease. If Tenant
     exercises the expansion option, Landlord shall cause the expansion to be
     completed in accordance with applicable laws and available for Tenant's
     occupancy within six months after Tenant's notice ("Expansion Completion
     Date"). In the event that the Tenant does not exercise the expansion
     option, the option shall expire, a parcel split shall occur, at Landlord's
     cost, and, commencing on the 36th month of the Lease Term, the Expansion
     Land shall no longer be part of the Property and the Landlord shall assume
     responsibility for the excess land, which is estimated to be approximately
     10.69 acres (valued at $582,070 - $1.25 psf). In such event, at the 36th
     month, Tenant's Base Rent shall be decreased by $5,093 per month ($582,070
     x 10 1/2%/ 12). Alternatively, Tenant shall have the right (but shall not
     be required) to continue leasing the Expansion Land per the terms of the
     Lease. In the event of expansion, and provided the expansion space is ready
     for occupancy by the Expansion Completion Date, the Lease Term shall be
     extended ten (10) years from the Expansion Completion Date and the rental
     rate shall be adjusted as follows:

     6.2 Expansion Rent: In the event that the notice to expand is provided
     during the first 15 months of the lease term, the additional monthly rent
     shall equal the actual cost of expansion (including all hard and soft costs
     but excluding land acquisition costs), multiplied by a factor of 10 1/2%
     and divided by 12 months. In the event that the notice to expand is
     provided during the second 15 months of the Lease Term, the return factor
     shall be 11%. The rent shall be subject to the same escalations as set
     forth above. Prior to commencement of construction, Landlord and Tenant
     shall work together to develop a mutually approved site plan, construction
     specifications and a final budget for the expansion. The cost of the
     project shall be determined on an "open book basis", with Landlord
     obtaining at least three competitive bids from qualified general
     contractors. The construction contract for the expansion shall contain a
     fixed price or a guaranteed maximum price, and such contract shall be
     subject to Tenant's reasonable approval. All change orders, and any other
     revisions to the project that would change the fixed price or guaranteed
     maximum price, shall also be subject 


17

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     to Tenant's reasonable approval. There will be no development fee included 
     in the project cost.

     If for any reason whatsoever (other than Tenant's willful default), the 
     expansion space is not ready for Tenant's occupancy by the date that is 
     three (3) months after the Expansion Complete Date, Tenant shall have the 
     option to a) terminate this Lease, b) require Landlord to pursue 
     completion of the expansion or c) to cause Landlord to cause the parcel 
     split to occur in accordance with Paragraph 6.1 and terminate this Lease 
     with respect to the Expansion Land.

Renewal Options

Tenant will have two (2) renewal options of five (5) years each. Tenant shall 
provide Landlord with at least nine (9) months prior written notice in the 
event that it elects to renew the Lease Term. The rental rate during the option 
periods will be the market rent at the time of extension as determined by good 
faith negotiation or arbitration if necessary. In no event will the rent be 
less than the Base Rent in effect at the end of the original Lease Term or 
previous extension period. The established Base Rent shall be subject to 5% 
increases every thirty (30) months.

The Base Rent during each renewal period will be equivalent to the then current 
market rate for comparable space in the Nevada Pacific Industrial Park, Lyon 
County, Nevada ("Market Rate"). The Market Rate shall not include the value of 
any of Tenant's equipment, machinery or personal property installed or located 
in or on the Property. In the event Landlord and Tenant are unable to agree 
upon the Market Rate within thirty (30) days of Tenant's notice of renewal to 
Landlord, then the Base Rent shall be decided by independent appraisal in 
accordance with the terms of this Paragraph 7. Landlord and Tenant shall each 
contract for an independent appraisal, which shall begin by no later than sixty 
(60) days following notice from Tenant to renew. Each appraiser selected shall 
be a real estate appraiser with an MAI certification or a real estate broker, 
with at least five years of experience appraising or leasing building space 
comparable to the Property in the region where the Property is located. The 
appraisers shall convene in the city or county in which the Property is located 
as soon as practical and offer Landlord and Tenant an opportunity to present 
their cases. Each party shall be responsible for the cost, charges and fees of 
its appointed appraiser and the parties shall share equally in the costs, 
charges and fees of the third appraiser, if needed. In the event either party 
fails to appoint an appraiser, then the party who chose an appraiser shall have 
that appraiser make the determination. If two appraisers are chosen but the two 
appraisers fail to select a third appraiser within the time required by this 
section, upon application of either party, the appraiser shall be appointed by 
the then presiding judge of the district court and/or presiding trial court of 
the state and county in which the Property is located.

Each appraiser shall have thirty (30) days to determine the Market Rate, which 
shall take into consideration any retrofit costs or interior improvements to 
bring the space to a shell state and shall also include any applicable lease 
commissions. If with fifteen (15) days after determining the Market Rate, the 
two appraisers cannot agree but the high appraisal is within 10% of the lower 
of the two appraisals, then the two appraisals shall be averaged and the 
resulting amount shall be the Market Rate. If within fifteen (15) days after 
determining the Market Rate the two appraisers cannot agree and their 
appraisals are more than 10% apart, then both appraisers shall, within fifteen 
(15) days, appoint a third appraiser to review each appraisers report. This 
third appraiser shall examine the reports and conclusions from each of the other
two appraisers and conclude the Market Rate. Landlord and Tenant agree to 
abide by such findings and award, whether determined by the agreement of each 
of the appraiser's selected by Landlord and Tenant or by the third appraiser. 
This procedure shall be repeated again for the second option period no later 
than sixty (60) days after receiving Tenant's notice to renew.

Contingencies

This Lease is strictly conditioned upon the completion of a standard due 
diligence study of the subject property to be conducted by Landlord and 
approved by Tenant. Said due diligence shall include (a) an environmental 
review of the property, (b) a physical examination and study of the condition 
of the building and parking lot, and (c) a review of the title matters 
associated with the property, and all materials shall be sent to Tenant for 
review. Either Landlord or Tenant may 



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   19
cancel this lease in writing on or before December 23, 1998 pursuant to this 
paragraph. If neither party cancels this lease in writing pursuant to this 
Paragraph 8 by December 23, 1998, then this Paragraph 8 shall be of no further 
force or effect.

Commissions

Landlord shall pay Wilma Warshak of Colliers International a leasing commission 
per the terms of a separate agreement. No commissions will be paid relative to 
the Property purchase by Landlord (or assignee) from The Stanley Works.

Adherence to CC&R's

Tenant agrees to adhere to all requirements of the Conditions, Covenants and 
Restrictions recorded by the Nevada Pacific Industrial Park in the County of 
Lyon, State of Nevada set forth in documents recorded under recording numbers 
194617 and 226155.

Improvements Required By Code

In accordance with provisions of this lease, in the event the County, 
responsible fire department, or any other governmental agency or entity with 
jurisdictional authority, requires additional improvements to the building due 
to Tenant's use, such improvements, and any and all associated costs, shall be 
at the sole expense and coordination of Tenant, unless otherwise mutually 
agreed.

Use of Forklifts

Tenant shall be responsible for repair to all damaged areas to concrete or 
paved areas from any cause whatsoever (other than Landlord's willful negligence 
or willful misconduct) including, but not limited to, the use of solid forklift 
tires.

19

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THIS ADDENDUM IS UNDERSTOOD AND AGREED UPON BY:


LANDLORD: PANATTONI DEVELOPMENT COMPANY

          By:  /s/ CARL D. PANATTONI         12/18/98
               -------------------------     ----------
                   Carl D. Panattoni         Date
                   Partner


          By:  /s/ JAMES R. CARLSEN          12-18-98
               -------------------------     ----------
                   James R. Carlsen          Date
                   Partner


TENANT:   AMAZON.COM, INC.


          By:  /s/ ALAN CAPLAN               12/17/98
               -------------------------     ----------
          Its: Vice President                Date
               -------------------------
          By:  
               -------------------------     ----------
          Its:                               Date
               -------------------------

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                           HAZARDOUS MATERIALS RIDER

                                   Amazon.com

Tenant shall (i) not cause or permit any Hazardous Material to be brought upon,
kept or used in or about the Premises by Tenant, its agents, employees,
contractors or invitees, without the prior written consent of Landlord (which
consent Landlord shall not unreasonably withhold or delay as long as Tenant
demonstrates to Landlord's reasonable satisfaction that such Hazardous Material
is necessary or useful to Tenant's business and will be used, kept and stored in
a manner that complies with all laws relating to any such Hazardous Material so
brought upon or used or kept in or about the Premises). If Tenant breaches the
obligations stated in the preceding sentence, or if the presence of Hazardous
Material on the Premises caused or permitted by Tenant results in contamination
of the Premises by Hazardous Material or otherwise occurs for which Tenant is
legally liable to Landlord for damage resulting therefrom, 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 on value of the Premises, damages for the loss or
restrictions on use of rentable or usable space or any amenity of the Premises,
damages arising from any adverse impact on marketing of the Premises, and
reasonable 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. The indemnification set forth herein shall run to the benefit of
any bank or other lender to which Landlord or Landlord's successors and assigns
may grant a security interest in the Property and or assigns may grant a
security interest in the Property and or the Premises. This indemnification of
Landlord by Tenant includes, without limitation, costs incurred in connection
with any investigation of site conditions or any cleanup, remedial, 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
ground water on or under the Premises caused or permitted by Tenant, its agents,
employees, contractors or invitees. Without limiting the foregoing, if the
presence of any Hazardous Material on the Premises caused or permitted by Tenant
results in any contamination of the Premises, Tenant shall promptly take all
actions at its sole expense as are necessary to return the Premises to the
condition existing prior to the introduction of any such Hazardous Material to
the Premises; provided that Landlord's approval of such actions shall first be
obtained, which approval shall not be unreasonably withheld so long as such
actions would not potentially have any material adverse long-term or short-term
effect on the Premises. Notwithstanding anything to the contrary contained in
this Lease, Landlord acknowledges that Tenant will be operating a distribution
and warehouse facility at the Property, and Tenant shall be entitled to bring
upon, use and store on and in the Property normal amounts of Hazardous Materials
(including, but not limited to, fuel for forklift trucks, cleaning compounds and
other products used in the normal course of Tenant's business) without
Landlord's prior consent, provided that Tenant shall use all such Hazardous
Materials in compliance with all applicable laws.

Landlord represents that to the best of its knowledge, after due investigation, 
it is not aware of the existence of any Hazardous Material or related 
environmental concerns at, in, under or concerning the Property or any adjacent 
property "other than what is stated in the Phase I report completed by Landlord 
and presented to Tenant prior to December 23, 1998. Furthermore, Landlord shall 
indemnify Tenant for any breach of this representation.

As used herein, the term "Hazardous Material" means any hazardous or toxic 
substance, material or waste which is or becomes regulated by any local 
governmental authority, the State of Nevada or the United States Government. 
The term "Hazardous Material" includes, without limitation, any material or 
substance which is (i) defined as a "hazardous waste," "extremely hazardous 
waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7,


21
   22
(viii) designated as a "hazardous substance" pursuant to Section 311 of the
Federal Water Pollution Control Act (33 U.S.C. Section 1317); (ix) defined as a
"hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901 et. seq. (42 U.S.C. Section 6903); (x)
defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq. (42 U.S.C. Section 9601); or (xi) or any substance requiring remediation
under any federal, state, municipal or other governmental statute, ordinance,
rule, regulation or policy.

AGREED BY:

                                   ("TENANT")

TENANT:                AMAZON.COM, INC.

BY:  /s/ ALAN CAPLAN                      DATE:   12/16/98
   -------------------------                  ------------------------

ITS:        VP              
    ------------------------

BY:  /s/ JOY D. COVEY                     DATE:                       
   -------------------------                   -----------------------

ITS:     VP & CFO    
    ------------------------

                                  ("LANDLORD")

LANDLORD:        PANATTONI DEVELOPMENT COMPANY

BY: /S/ CARL D. PANATTONI                 DATE:   12/18/98
   -------------------------                  ------------------------
   CARL D. PANATTONI
   PARTNER


BY: /S/ JAMES R. CARLSEN                  DATE:   12/18/98
   -------------------------                  ------------------------
   JAMES R. CARLSEN
   PARTNER


22
   23
                                                           EXHIBIT  A - p.1 OF 2

                                  [SITE PLAN]
   24
                                                            EXHIBIT A - p.2 of 2

                               LEGAL DESCRIPTION

A parcel of land situate in Section 7, T 20 N, R 25 E, M.D.B.& M., Fernley, Lyon
County, Nevada, and more particularly described as follows:

Beginning at a point from which the East 1/4 corner of said Section 7 bears 
North 36 degrees 49'30" East a distance of 979.88 feet, thence South 10 degrees 
21'00" East a distance of 1026.73 feet, thence South 79 degrees 39'00" West a 
distance of 1048.95 feet, thence South 84 degrees 19'48" West a distance of 
257.38 feet, thence South 79 degrees 39'00" West a distance of 300.25 feet, 
thence along a tangent circular curve to the right with a radius of 21.00 feet 
and a central angle of 90 degrees 00'00" an arc length of 32.99 feet, thence 
North 10 degrees 21'00" West a distance of 291.96 feet, thence along a tangent 
circular curve to the right with a radius of 510.82 feet and a central angle of 
24 degrees 57'14" an arc length of 222.48 feet, thence North 14 degrees 36'14" 
East a distance of 88.54 feet, thence along a tangent circular curve to the 
left with a radius of 530.00 feet and a central angle of 14 degrees 36'27" an 
arc length of 135.12 feet, thence North 00 degrees 00'12" West a distance of 
217.84 feet, thence along a tangent circular curve to the right with a radius 
of 31.00 feet and a central angle of 90 degrees 00'00" an arc length of 48.69 
feet, thence North 89 degrees 59'48" East a distance of 193.54 feet, thence 
along a tangent circular curve to the left with a radius of 530.00 feet and a 
central angle of 10 degrees 20'48" an arc length of 95.71 feet, thence north 
79 degrees 39'00" East a distance of 429.23 feet, thence along a tangent
circular curve to the left with a radius of 1030.00 feet and a central angle of
06 degrees 20'56" an arc length of 114.13 feet, thence North 73 degrees 18'04"
East a distance of 600.60 feet to the point of beginning.

Said parcel as further delineated on Lyon County Record for Survey for Boundary 
Line Adjustment, recorded on May 6, 1996 as Document No. 193018.

EXCEPTING THEREFROM, the subsurface rights of geothermal resources underlying 
all the herein described property in accordance with the terms and conditions 
of that certain Real Property Purchase/Sales Agreement between James R. Johnson 
etux etal, and Johnson Development Co., a partnership, dated April 22, 1978, as 
Disclosed in the Deed from James R. Johnson etux etal and Johnson Development 
Co., a partnership, recorded in the Official Records of Lyon County, Nevada on 
September 1, 1978, as Document No. 40192.

   25

                                FIRST AMENDMENT
                           TO SINGLE-TENANT NET LEASE
                            DATED DECEMBER 14, 1998
                                 BY AND BETWEEN
                      PANATTONI CARLSON RIEGER, "LANDLORD"
                                      AND
                              AMAZON.COM, "TENANT"

     To the extent of any inconsistencies or contradictions between the terms 
and conditions of the Lease and this Amendment, the terms and conditions 
contained herein shall supersede and take precedence over those contained in 
the Lease.

     The parties above acknowledge and hereby agree that the Lease as 
referenced above, the Lease Riders, the Addendum and the Exhibits attached 
thereto are hereby amended as follows:

     1. SECTION 1.05. LEASE TERM: Ten (10) years commencing on January 7, 1999 
        and ending on January 6, 2009.

     The parties have executed this Amendment as of the dates signed below.


LANDLORD:                               TENANT:

Panattoni Carlsen Rieger                Amazon.com


By:  /s/ CARL D. PANATTONI              By:  /s/ ALAN CAPLAN
   -------------------------               -----------------------------------
         Carl D. Panattoni                       Allan Caplan

Its:  Partner                           Its:  Vice President & General Counsel
    ------------------------                ----------------------------------

Date:   1-22-99                         Date:   1/14/99
     -----------------------                 ---------------------------------


By:  /s/ JAMES R. CARLSEN
   -------------------------
         James R. Carlsen

Its:  Partner
    ------------------------

Date:   1-25-99
     -----------------------


By:  /s/ JACKLYN L. RIEGER
   -------------------------
         Jacklyn L. Rieger

Its:  Partner
    ------------------------

Date:   1-22-99
     -----------------------