Second and Spring Building (Seattle, WA) - 1100 Second Avenue LP and Amazon.com Inc.


                            SECOND & SPRING BUILDING

                                      LEASE

        LEASE, dated April 17, 1998, between 1100 SECOND AVENUE LIMITED
PARTNERSHIP, a Washington limited partnership ("Landlord"), and AMAZON.COM,
INC., a Delaware corporation ("Tenant").

        Landlord and Tenant agree as follows:

        1.      Premises; Expansion.

                1.1 Landlord agrees to lease to Tenant and Tenant agrees to
        lease from Landlord approximately 11,358 rentable square feet ("rsf")
        (including 10,208 gross square feet of usable area and a load factor of
        11.13%, as measured by current BOMA standards for multi-tenant
        buildings, in the lower level of the 2nd & Spring Building, 1100 Second
        Avenue, Seattle, Washington ("Building"). A legal description of the
        property on which such building is situated ("Property") is attached
        hereto as Exhibit A. A floor plan showing the approximate location of
        the premises on the lower floor of the Building ("Premises") is attached
        hereto as Exhibit B. Landlord and Tenant have agreed on the exact usable
        area of the Premises for the purpose of calculating the rsf of the
        Premises, and such agreed area shall be binding on the parties and be
        deemed to be the actual usable area of the Premises without regard to
        any subsequent re-measurement of the Premises.

                1.2 During the Term, Tenant shall have the right of first
        refusal to lease any space in the north half of Floor 1 of the Building,
        totaling approximately 12,000 rsf. In the event Landlord is prepared to
        accept or has conditionally accepted an offer from any third party to
        lease any of such space, Landlord shall so notify Tenant, which notice
        shall include a copy of the offered terms. Tenant shall have five
        business days after receipt of such notice in which to notify Landlord
        of Tenant's exercise of it's right of first refusal as to the affected
        portion of the north half of Floor 1, whereupon Tenant shall be bound to
        lease such space on the same terms and conditions as are set forth in
        the offer (including the lease term in such offer, even if different
        from the Term hereunder) , and this Lease shall be amended to include
        such space in the Premises and to incorporate such terms and conditions
        herein as to such space. The right of first refusal in this Section 1.2
        is subject to the rights of Central Puget Sound Regional Transit
        Authority ("RTA") as to Floor 1 under its lease of space in the
        Building, as amended from time to time. An offer to lease any space in
        Floor 1 by the RTA shall not trigger Tenant's rights under this Section
        1.2. Landlord shall, however, promptly inform Tenant of the execution of
        any lease on Floor 1 to the RTA.

        2.      Term

                2.1 The term of this Lease ("Term") shall commence on the date
        of occupancy, or on May 1, 1998, whichever occurs first. In this Lease,
        the "Lease Commencement Date" shall be deemed to be May 1, 1998, even if
        the Lease actually commences before such date. The parties shall have a
        landlord-tenant relationship, however, from and after the date of
        execution of this Lease. Tenant shall have access to the Premises and,
        to the extent necessary, to the Building generally, from the date of
        execution of this Lease, for the purposes of tenant improvements
        construction, equipment set-up and move-in activities. Such activities
        shall not be deemed "occupancy" for purposes of determining the Rent
        Commencement Date, and "occupancy" shall occur when Tenant is conducting
        business in the Premises.


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                2.2 The Term shall expire on the Expiration Date, which shall be
        April 30, 2003 ("Initial Term"), unless extended as provided in this
        Lease.

                2.3 Tenant shall have the option to extend the Term for one
        period of up to 60 months ("Extension"). Tenant shall exercise such
        option only by written notice to Landlord on or before nine months
        before the Expiration Date, which notice shall include the number of
        months of the Extension. All the terms and conditions of this Lease
        shall apply during the Extension except for Base Rent, which shall be
        adjusted as provided in Section 4.

                2.4 In this Lease, unless the context otherwise requires, a
        "month" shall be a calendar month, and Month 1 shall begin on the
        Commencement Date and end on the last day of the same calendar month.

                2.5 Tenant shall have an ongoing right to terminate this Lease,
        effective on the second, third, and fourth anniversaries of the Lease
        Commencement Date. Such right may be exercised by Tenant only by notice
        to Landlord on or before 90 days before the subject such anniversary
        date. As a condition of such termination, Tenant shall pay Landlord the
        unamortized portion of Landlord's actual payment for seismic upgrades,
        as described in Section 3. Such payment shall be amortized for purposes
        of this Section 2.5 over 60 months, including interest at the rate of
        10% per annum.

        3.      Tenant Improvements.

                3.1 Landlord shall carry out certain seismic upgrades to the
        Building, in substantial accordance with the recommendations of Skilling
        Ward Magnusson attached hereto as Exhibit C. Landlord shall commence
        such upgrades during the first five months of the Term, and thereafter
        shall prosecute such work diligently and continuously and in accordance
        with all laws and legal requirements. Landlord shall only be obligated
        to pay up to $150,000 for the direct third-party cost of such work. Any
        additional cost of such work shall be paid by Tenant, as a condition on
        Landlord's obligation to complete such work. Landlord's work, ongoing on
        the date of this Lease, on the exterior facade of the Building is not
        included in such seismic work, and Tenant shall not be responsible for
        the cost of such exterior facade work. Landlord shall enter into a
        construction contract for the seismic upgrade work ("Construction
        Contract") on either a fixed price or guaranteed maximum price basis,
        and the Construction Contract shall be subject to Tenant's prior written
        approval (such approval not to be unreasonably withheld). Landlord shall
        not authorize any change orders or other modifications under the
        Construction Contract without Tenant's prior written approval, and
        Landlord shall send Tenant copies of all invoices under, and all
        material correspondence and documents relating to, the Construction
        Contract. Tenant shall pay such excess cost from time to time as it is
        incurred, within ten business days of a request for payment from
        Landlord setting forth in reasonable detail the basis for such request.
        In addition, Landlord shall pay up to $92,192 of the direct third-party
        cost incurred by Tenant to install a new electrical vault in the
        Building. Tenant shall construct such vault substantially in accordance
        with the plans prepared by Sparling Electric, a copy of which has been
        furnished to Landlord and Tenant and in accordance with all laws and
        legal requirements. Landlord shall pay such cost concurrently with
        Tenant's payment of Rent for Month 1 or, if the work is performed later,
        upon receipt of Tenant's invoice. Landlord shall not be required to
        carry out any other tenant improvements to the Premises for Tenant.
        Alterations to the Premises by Tenant shall be subject to Section 11.

                3.2 Tenant shall perform various tenant improvements to the
        Premises ("Initial Improvements"), including without limitation space
        divisions, electrical upgrades to the Building, the installation of a
        fire-rated corridor to allow ingress and egress through the southeast
        door of the Premises to the outside of the Building (if required by
        code), all as


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        provided in Tenant's plans for such improvements provided to Landlord
        and the City of Seattle ("Tenant Improvement Plans"). Tenant shall carry
        out and complete its improvements lien-free, substantially in accordance
        with the Tenant Improvements Plans and in accordance with all applicable
        laws and legal requirements.

                3.3 Concurrently with the execution of this Lease, Tenant and
        Landlord are agreeing on a schedule of Tenant's Property, identifying
        which general categories of the Initial Improvements shall be deemed
        Tenant's trade fixtures. The schedule is attached hereto as Exhibit D.
        All Initial Improvements not included on such schedule shall become
        Landlord's property upon the expiration or earlier termination of this
        Lease; provided, however, that Tenant's personal property and those
        improvements which are not permanently attached to the Premises and can
        be removed without significant damage and reused shall not become
        Landlord's property upon the expiration or earlier termination of this
        Lease.

        4.      Rent.

                4.1 Tenant shall pay Rent to Landlord in the form of Base
        Monthly Rent, Additional Rent in the form of Operating Expenses, as
        provided in Section 7, and any Additional Rent as set forth in elsewhere
        in this Lease.

                4.2 Base Rent during the Initial Term shall be $8.00 per rsf, or
        $7,572 per month.

                4.3 Base Rent for the Extension shall be the fair market rental
        rate as of the commencement of such Extension, by reference to
        comparable space in the Seattle Central Business District, but in no
        event less than the Base Rent in effect immediately before such
        Extension. "Fair market rent" means the rent per rsf that a willing,
        non-equity tenant would pay in a arms-length transaction for comparable
        space in a building located in the Seattle Central Business District for
        a five-year lease. The comparability of particular other space or rents
        shall be determined through a consideration of all reasonably pertinent
        factors. Such market rate shall be determined by agreement of the
        parties or by appraisal as provided below:

                    4.3.1 Landlord shall propose a Base Rent for such Extension
                within 30 days after Tenant's Extension notice. The parties
                shall negotiate in good faith, but If they are unable to agree
                upon such Base Rent by 30 days after the delivery of Landlord's
                proposal, then either party may elect to cause such Base Rent to
                be determined by reference to the appraised fair market rent.
                Such election shall be made by such party by notice to the other
                party, including in such notice the designation of an appraiser.
                The other party may accept such appraiser or designate another
                appraiser within 10 days of such notice. If it does not
                designate another appraiser in such period, it shall be deemed
                to have accepted the first appraiser. If a second appraiser is
                designated, the two appraisers shall promptly appoint a third
                appraiser. If the two appraisers do not appoint a third
                appraiser within ten business days of the appointment of the
                second appraiser or acceptance of the first appraiser, either
                party may cause the third appraiser to be appointed by the King
                County Superior Court.

                    4.3.2 Each appraiser shall determine the fair market rent
                for the Premises for such Extension by reference to all factors
                deemed appropriate in his or her professional opinion, and
                notify the parties within 20 days of the date of appointment of
                the last appraiser of such fair market rent. The Base Rent for
                such Extension shall be the fair market monthly rent determined
                by the single appraiser


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                or, if there are three appraisers, the arithmetic mean of the
                two closest fair market monthly rents.

                    4.3.3 All appraisers under this appraisal provision shall be
                independent certified M.A.I. professional appraisers with at
                least five years' experience appraising properties in the
                Seattle Central Business District or licensed commercial real
                estate agents with at least ten years of real estate practice
                and at least five years of substantial office leasing practice
                in the Seattle Central Business District. If there are three
                appraisers, each party shall pay for the cost of its designated
                appraiser and 50% of the cost of the third appraiser. If there
                is only one appraiser, each party shall pay 50% of the cost of
                such appraiser.

                4.4 Rent shall be paid in advance, on or before the first day of
        each month of the Term.

                4.5 Rent shall be paid without prior notice, demand, set off,
        counterclaim, deduction or defense and, except as otherwise expressly
        provided in this Lease, without abatement or suspension.

                4.6 The Rent Commencement Date shall be the Lease Commencement
        Date. Rent for any period during the Lease term that is for less than
        one month shall be prorated for the actual number of days in such
        period.

                4.7 All Rent shall be paid to Landlord at the address for
        notices set forth in this Lease, in lawful money of the United States of
        America, or to such other person or at such other place as Landlord may
        from time to time designate in writing.

                4.8 Concurrently with the execution of this Lease, Tenant shall
        pay to Landlord a security deposit equal to $7,572, the amount of one
        month's Rent ("Deposit"). Landlord shall have the right to all or any
        part of the Deposit to cure any Default by Tenant under this Lease or to
        compensate Landlord for any damage sustained by it resulting from such
        Default. In the event of any such application of the Deposit, Tenant
        shall, on demand, immediately pay to Landlord the amount necessary to
        replenish the Deposit to the amount set forth above. If Tenant is not in
        Default at the expiration or termination of this Lease, Landlord shall
        return the remaining Deposit to Tenant, less any amounts necessary to
        return the Premises to the condition in which the Premises are required
        to be surrendered, reasonable wear and tear excepted. Landlord's
        obligations with respect to the Deposit are those of a debtor and not a
        trustee. Landlord may maintain the Deposit separate from Landlord's
        general funds or may commingle the Deposit with other funds of Landlord.
        No interest shall accrue for Tenant on the Deposit.

5.      Use of Premises.

                5.1 Tenant shall use the Premises only for general office
        purposes, a data center, and other uses incident to the operation of a
        data center.

                5.2 The Premises may not be used for any other purpose without
        Landlord's written consent which shall not be unreasonably withheld,
        conditioned or delayed.

                5.3 Tenant shall not do or permit anything to be done in or
        about the Premises or bring or keep anything therein which will in any
        way increase the cost of or cause the cancellation of any fire or other
        insurance upon the Building or any part thereof or any of its contents.


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                5.4 Tenant shall not do or permit anything to be done in or
        about the Premises that will obstruct or interfere with the rights of
        other tenants or occupants of the Building or Business Park or injure
        them or their property, or use or allow the Premises to be used for any
        unlawful purpose or in any way constituting a nuisance.

6.      Additional Rent for Operating Expenses.

                6.1 Tenant shall pay, as Additional Rent, Tenant's Share, as set
        forth below, of Operating Expenses.

                6.2 Tenant's Share shall be 9.63%, being the percentage that the
        rsf of the occupied Premises (11,358) bears to the rsf of the Building
        (117,937).

                6.3 "Operating Expenses" means all expenses and charges incurred
        by Landlord in the operation of the Building, Property and Common Areas,
        as a first-class facility, including without limitation the following
        costs by way of illustration: (i) all real property taxes, assessments
        and other general or special charges levied during the Term by any
        public, governmental or quasi-governmental authority against the real or
        personal property included in the Building or the Property, including
        without limitation Landlord's personal property used in the maintenance,
        repair or operation of the Building or the Property, or any other tax on
        the leasing of the Building or on the rents from the Building (other
        than any federal, state or local income or franchise tax); (ii) any and
        all assessments Landlord must pay for the Building or Property pursuant
        to any transportation or any other improvement monitoring or management
        plan, or any other covenant, condition or reciprocal easement
        agreements; (iii) electricity, gas and similar energy sources, refuse
        collection, water, sewer and other utilities services for the Building
        and the Property; provided, however, to the extent that any such
        services are separately metered to Tenant, Tenant shall pay the actual
        separately incurred charges; (iv) all licenses, permits and inspection
        fees, market rate property management fees paid to independent or
        affiliated contractors or to Landlord, and legal, accounting and other
        professional expenses; (v) window washing; (vi) unless otherwise
        excluded herein, all costs of improvements or alterations to the
        Building, Property and Common Areas required by Laws, to save labor, or
        reduce Operating Expenses; (vii) all premiums and deductibles for
        liability, property damage, casualty, rental loss, compensation or other
        insurance maintained by Landlord for the Building or Property; (viii)
        air conditioning, heating, ventilating, elevator maintenance, supplies,
        materials, equipment, tools, including the repair and maintenance of the
        plumbing, heating, ventilating, air conditioning and electrical systems
        of the Building; (ix) maintenance costs, including utilities and payroll
        expenses, rental of personal property used in maintenance and all other
        upkeep of Common Areas, including landscaping; (x) costs and expenses of
        repairs, monitoring, repairing, maintenance, painting, lighting,
        cleaning, refuse removal, security and similar items, including
        appropriate reserves, (xi) third-party market rate property management
        fees and other costs incurred in the management of the Building and
        Property (including supplies, wages and salaries of employees used in
        the management, operation and maintenance thereof and payroll taxes and
        similar governmental charges with respect thereto, and Building
        management office rental, if any); (xii) any other expense or charge
        whether or not described above that in accordance with generally
        accepted accounting and management practices is properly an expense of
        maintaining, operating or repairing the Building, Property or Common
        Areas.

        Operating Expenses shall not include Landlord's costs incurred under
        Section 3.1 above or: (i) depreciation on the Building or equipment
        therein, (ii) costs (including principal and interest) related to
        Landlord's financing, (iii) costs incurred by Landlord for alterations
        or additions which are considered capital improvements and replacements
        under generally accepted accounting principles, including any
        alterations or additions required to be made in


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        accordance with the provisions of the Americans With Disabilities Act or
        any other applicable law, except (a) costs incurred to reduce or save
        Operating Expenses, amortized over the term such savings are reasonably
        expected to be realized; provided that the annual amortized cost billed
        to Tenant shall not exceed the amount of the annual reduction in
        Operating Expenses or savings realized by Tenant as a result of such
        costs incurred by Landlord; and (b) costs incurred to retrofit the
        Premises to satisfy ADA requirements on account of Tenant's use of the
        Premises (which retrofitting shall be Tenant's responsibility and shall
        be subject to Section 11); (iv) costs (including permit, license and
        inspection fees) incurred in renovating or otherwise improving or
        decorating, painting or redecorating space for tenants or other
        occupants or vacant space other than normal and ordinary maintenance;
        (v) expenses in connection with services or other benefits of a type
        which are not provided Tenant but which are provided to another tenant
        or occupant; (vi) costs incurred due to violation by Landlord of the
        terms and conditions of any other lease, and any costs (including any
        costs of compliance), fines or penalties incurred due to violations by
        Landlord of any governmental rule or authority unless such costs, fines,
        or penalties are incurred by Landlord due to Tenant's failure to perform
        any of its obligations under the Lease; (vii) overhead and profit
        increment paid to subsidiaries or affiliates of Landlord for supplies or
        other materials to the extent that the costs of such supplies or
        materials exceed the costs that would have been paid had the supplies or
        materials been provided by unaffiliated parties on a competitive basis;
        (viii) Landlord's general corporate overhead and general administrative
        expenses, except for reimbursement for out of pocket costs for postage,
        photocopies, and telephone costs incurred in operating the Building;
        (ix) any compensation paid to clerks, attendants or other persons in
        commercial concessions (such as parking garage attendants) operated by
        Landlord; (x) all items and services for which Tenant reimburses
        Landlord or pays third persons or which Landlord provides selectively to
        one or more tenants or occupants of the Building (other than Tenant)
        without reimbursement; (xii) advertising and promotional expenditures to
        market the Building; (xiii) any other expense which, under generally
        accepted accounting principles, would not be considered a normal
        maintenance or operating expense; (xvii) Landlord's executive salaries;
        (xviii) real estate brokers' commissions; (xix) costs or expenses for
        which Landlord is entitled to be reimbursed or indemnified, by an
        insurer, condemnor, tenant or otherwise; (xx) janitorial expenses; (xxi)
        cost of utilities provided to any tenant which uses such utilities in
        quantities significantly greater than typical office building tenants;
        (xxii) costs for acquiring artwork or other similar Building amenities;
        and (xxiii) legal fees in connection with negotiating leases or
        collections on, terminations of, or modifications of leases, or
        Landlord's financing or sale of the Building. Landlord shall not collect
        more than 100% of Operating Expenses and shall not recover any item of
        cost more than once.

                6.4 Landlord currently estimates that Tenant's Share of
        Operating Expenses from and after the Commencement Date through the end
        of 1998 will be $7.00 per year, or $6,625 per month. Prior to each
        December 1 of the Term beginning December 1, 1998, Landlord shall
        furnish Tenant a written statement of the estimated Operating Expenses
        for the coming calendar year and the estimated Tenant's Share of
        Operating Expenses for the coming year. Landlord may, by written notice
        to Tenant, revise its estimate of Tenant's Share of Operating Expenses
        from time to time if circumstances make such revision reasonable.

                6.5 Tenant shall pay, as Additional Rent, the monthly estimated
        Operating Expenses then in effect, and such payment shall be made in the
        same manner as Base Monthly Rent.

                6.6 Within 90 days after each January 1 during the Term, or as
        soon thereafter as practicable, Landlord shall deliver to Tenant a
        written statement setting forth the actual Operating Expenses for the
        preceding year and Tenant's Share thereof. To the extent


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        Tenant's Share of actual Operating Expenses exceeded the estimated
        Tenant's Share thereof paid by Tenant, Tenant shall pay Additional Rent
        to Landlord within 30 days after receipt of such statement by Tenant. To
        the extent Tenant's Share of actual Operating Expenses was less than the
        estimated Tenant's Share thereof paid by Tenant, Tenant shall receive a
        credit against its next payable Rent or such amount shall otherwise be
        refunded to Tenant, as Landlord determines in its discretion.

                6.7 Landlord shall keep full and accurate books of account
        covering Operating Expenses for at least three years after the delivery
        of each annual statement of Operating Expenses. Tenant shall have the
        right at Tenant's cost, during Landlord's regular business hours, to
        inspect, copy and audit such books of account at a reasonable time on
        five days' prior written notice to Landlord. Such right may be exercised
        no more than once in any calendar year, and shall not cover periods more
        than three years prior to such inspection. Tenant shall furnish Landlord
        with a copy of any report or summary prepared by or for Tenant
        concerning such inspection. If such inspection discloses that Tenant has
        overpaid Operating Expenses by more than 5% of actual Operating Expenses
        in any calendar year (other than any calendar year for which Landlord
        has not completed its annual reconciliation), Landlord will pay the cost
        of correcting accounts and compensate Tenant for any costs reasonably
        incurred to inspect, copy or audit the accounts. If Tenant has overpaid
        Operating Expenses, Landlord will credit such overpayment to the
        installments of Rent next due, or at its election shall pay Tenant the
        amount of such overpayment, in either case together with interest at the
        rate set forth in Section 31.8. If such inspection discloses that Tenant
        has underpaid Operating Expenses, Tenant shall promptly pay Landlord the
        amount of such underpayment.

                6.8 If this Lease shall expire or otherwise terminate other than
        on a December 31, Landlord may in its discretion make a special
        determination of Tenant's Share of actual Operating Expenses for the
        partial calendar year ending on the date of such expiration or other
        termination, or may defer such determination until its usual
        reconciliation of Operating Expenses for the Building for the entire
        calendar year. The excess actual Tenant's Share for such partial
        calendar year shall be paid to Landlord, or the excess estimated
        Tenant's Share already paid by Tenant, as the case may be, shall be paid
        by Tenant to Landlord or Landlord to Tenant, as the case may be, within
        30 days of such determination.

                6.9 Landlord shall have the same rights with respect to Tenant's
        nonpayment of Tenant's Share of Operating Expenses as required under
        this Lease as it has with respect to any other nonpayment of Rent under
        this Lease.

7.      Repair Responsibility.

                7.1 Tenant accepts the Premises AS IS, and as being in good and
        sanitary order, condition and repair and suitable for Tenant's intended
        use, subject to Landlord's obligations to perform maintenance and repair
        under Section 7.5 and to perform seismic upgrades, as described in
        Section 3. Tenant shall, at its expense, keep, maintain and preserve the
        Premises in good repair, subject to reasonable wear and tear, throughout
        the Term, except to the extent this Lease specifically provides
        otherwise.

                7.2 Tenant shall also pay the cost of any separate heating,
        ventilating, and air conditioning system (including computer chilling
        equipment) that is exclusive to the computer room to be installed in the
        Premises ("HVAC System"), including the cost of a maintenance firm
        engaged by Tenant for such purpose.


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                7.3 Tenant shall surrender the Premises to Landlord upon the
        expiration or sooner termination of this Lease, in good condition and
        repair, excluding ordinary wear and tear and damage by casualty or
        destruction.

                7.4 Subject to Section 3, Landlord shall have no obligation to
        alter, remodel, improve, repair, decorate, or paint the Premises, or any
        part thereof, in connection with the Initial Improvements. Tenant
        affirms that Landlord has made no representations to Tenant about the
        condition of the Premises or the Building, except as may be specifically
        set forth in this Lease.

                7.5 Notwithstanding the above, Landlord shall, at its expense,
        repair and maintain the structural portions of the Building which shall
        constitute the foundation, bearing and exterior walls, subflooring, and
        roof and the plumbing, heating, ventilation, air conditioning, elevator,
        and electrical systems serving the Premises (other than the HVAC system
        serving, and the electrical systems within and specifically dedicated
        to, the computer room). Landlord shall give reasonable advance written
        notice to tenant of Landlord's repairs and significant maintenance work,
        unless such notice is impractical under the circumstances. Any repair to
        be done by Landlord to the Premises under this Lease shall be done
        promptly (under the circumstances) after notice by Tenant. In carrying
        out such repairs, and in performing the work under Section 3.1, Landlord
        shall avoid unnecessary interference with Tenant's use of the Premises.
        In the event of damage, destruction or condemnation of the Premises, the
        Building or the Property, the provisions of Sections 13 and 14 shall
        apply.

                7.6 Except as otherwise set forth in this Lease, Tenant waives
        the right to make repairs at Landlord's expense under any law, statute,
        or ordinance now or hereafter in effect except for costs incurred in an
        emergency to prevent imminent harm to life or property.

8.      Common Areas.

                8.1 Landlord shall maintain the Common Areas in good condition
        at all times, the cost of which shall constitute an Operating Expense
        except as otherwise provided in Section 6.3. Landlord shall have the
        right to establish and enforce reasonable rules and regulations
        applicable to all tenants concerning the maintenance, management, use,
        and operation of the Common areas; and to make changes to the Common
        Areas, including without limitation changes in the location of lobbies,
        entrances, exits, vehicular parking spaces, parking areas, restrooms and
        elevators, or the direction of the flow of traffic, provided that no
        such changes shall impair Tenant's access to or use or enjoyment of the
        Premises.

                8.2 In this lease, "Common Areas," means all parts of the
        Building and related land areas and facilities outside the Premises and
        the premises leased or available for lease to other tenants, but
        constituting a part of the Property, and the common plumbing, sewage,
        electrical and telecommunications and data communications systems, pipes
        conduits, wires and appurtenant equipment of the Building.

9.      Utilities and Services.

                9.1 Landlord shall cause to be furnished to the Premises the
        following utilities and services, during generally recognized business
        hours: electricity for normal lighting and office machines, heat and air
        conditioning required in landlord's reasonable judgment in light of the
        HVAC equipment existing in the building on the date hereof for the
        comfortable use and occupation of the premises, and janitorial services.
        Tenant acknowledges that the


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        existing HVAC system in the Building is adequate for its needs outside
        of the computer room, subject to Landlord's repair obligations under
        Section 7. Business hours shall include 7:00 a.m. to 6:00 p.m. Monday
        through Friday, and 8:00 a.m. to 1:00 p.m., Saturdays, but legal
        holidays excluded. Computer chilling facilities and computer and
        telecommunications cabling shall be Tenant's responsibility.

                9.2 The provision and use of such utilities and services shall
        be in accordance with any applicable rules and regulations under this
        Lease. If Tenant requires or utilizes more water or electrical power
        than is considered reasonable or normal by Landlord, and if such usage
        is not separately metered, Landlord may at its option require Tenant to
        pay, as Additional Rent, the cost, as fairly determined by Landlord,
        incurred in such extraordinary usage. Landlord shall base any such extra
        charges on the actual cost charged by the utility supplier. In addition,
        Landlord shall install separate meters in accordance with Section 9.4.

                9.3 At Tenant's request, Landlord shall furnish, at Tenant's
        expense, heat and air conditioning as described in Section 9.1 outside
        of generally recognized business hours, at rates charged by the utility
        supplier, and to be paid by Tenant as billed by Landlord.

                9.4 Electrical service shall be separately metered to the
        Premises, and Tenant shall pay for such use in the same manner as Rent,
        or shall pay the cost thereof directly to the service provider. Such
        charges shall constitute Additional Rent hereunder.

                9.5 Tenant shall have access to the Premises, together with all
        utility service, 24 hours per day, 7 days per week. Landlord currently
        provides Building security on working weekdays between 10:30 a.m. and
        6:00 p.m. At Tenant's request, Landlord shall contract for Building
        security service for additional times. The cost of such additional
        security services shall be paid directly by Tenant or reimbursed to
        Landlord, as Additional Rent. In addition, Tenant shall contract
        directly for its own janitorial service.

                9.5 In the event of any failure or interruption of utilities and
        services for which Landlord is responsible, Landlord shall diligently
        attempt to resume service promptly. Landlord understands that the
        availability of continuous, 24-hour, year-round utility service is a
        material inducement to Tenant entering into this Lease. If the utilities
        or services that are required for Tenant's use and occupancy of the
        Premises and are the responsibility of Landlord hereunder are
        interrupted so that they are provided only intermittently or the
        utilities or services altogether cease to be provided to the Premises
        for any reason whatsoever, other than the fault of Tenant or causes
        beyond the control of Landlord Identified In Section 10.1, for a period
        of 72 consecutive hours, Tenant has the right to abate Base Rent from
        the first day of the interruption until the interrupted utilities or
        services are fully restored. Except as provided in the foregoing
        sentence, Tenant shall not be entitled to any abatement or reduction of
        Rent by reason of any failure or interruption of utilities or services,
        no eviction of Tenant shall result from any such failure or
        interruption, and Tenant shall not be relieved from the performance of
        any obligation in this Lease because of such failure or interruption.

                10. Limits on Landlord's Liability. Landlord's liability in
        respect of its obligations under Sections 7, 8 and 9 to repair and
        maintain portions of the Premises, Building and Common Areas and to
        provide utilities and services (collectively, "Repair and Service
        Obligations") is subject to the following limitations:

                10.1 Landlord shall not be liable for any failure of Repair and
        Service Obligations when such failure is caused by (i) third-party
        strikes, lockouts or other labor disturbance or labor dispute of any
        character, (ii) governmental regulation, moratorium or other
        governmental action, (iii) inability despite the exercise of reasonable
        diligence to obtain


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   10
        electricity, water or fuel from the providers thereof, (iv) acts of God
        or (v) any other cause beyond Landlord's reasonable control.

                10.2 Subject to Section 10.1 and 9.5, Landlord shall not be
        liable for any failure of Repair and Service Obligations, unless such
        failure shall persist for five days after written notice of the need of
        such repairs or maintenance or of the interruption of services is given
        to Landlord by Tenant, except in an emergency, in which event notice may
        be telephonic and the five-day period shall be shortened to one day.

                10.3 If maintenance and repairs to the Premises, Building or
        Common Areas are caused in whole by the act, neglect, fault, or omission
        of any duty by Tenant, its agents, servants, employees, or invitees,
        Tenant shall pay to Landlord the costs of such maintenance and repairs,
        unless such maintenance and repairs are covered by insurance for which
        effective waivers of subrogation under this Lease are then in full force
        and effect.

                10.4 Except as specifically provided in this Lease, there shall
        be no abatement of Rent in any circumstance under this Lease.

                10.5 Landlord's maintenance and repairs shall be accomplished
        with the least possible amount of interference with the conduct of
        Tenant's business and, to the extent practicable, shall be done after
        normal business hours. Unless otherwise agreed, all maintenance or
        repair work to be performed by Landlord under this Lease shall be
        completed promptly but in any event within 24 hours in any emergency (as
        defined below) and within 30 days for all other repairs. If the work
        cannot be completed within 24 hours or 30 days, as the case may be, it
        shall be commenced within the applicable period and prosecuted
        continuously and diligently thereafter until completion. "Emergency"
        means a situation that (i) threatens the physical well-being of persons
        within the Premises, or (ii) materially disrupts the Tenant's use and/or
        occupancy of the Premises or any portion thereof.

                10.6 Without limiting the generality of this Section, in no
        event shall Landlord have any liability for consequential damages
        resulting from any act or omission of Landlord in respect of its Repair
        and Service Obligations, even if Landlord has been advised of the
        possibility of such consequential damages.

        11.     Alterations and Additions by Tenant. With the prior written
consent of Landlord, Tenant may make at its expense additional improvements or
alterations to the Premises, beyond the Initial Improvements. Any repairs or new
construction by Tenant shall be done in conformity with plans and specifications
approved by Landlord and in conformity with all laws and legal requirements, by
contractors approved by Landlord, and subject to Landlord's reasonable rules and
regulations regarding such construction. All work performed shall be done
lien-free In a workmanlike manner. Landlord may require that Tenant provide to
Landlord, at Tenant's expense, a lien and completion bond in an amount equal to
150% of the estimated cost of any improvements, additions, or alterations in
the Premises. Landlord shall not unreasonably withhold its consent to Tenant's
proposed alterations or improvements if the conditions of this Section 11 are
satisfied. Landlord may, if it so notifies Tenant of the time of initial
consent, require Tenant to remove any improvements or alterations made under
this Section 11 at the expiration or termination of the Term, such removal to
occur at Tenant's expense; and Tenant shall repair all damage to the Premises or
Building occurring as a result of such removal. In the event Tenant fails to
remove any improvements or alterations as required by Landlord or repair any
damage occurring during such removal, Landlord shall be entitled to remove any
improvements or alterations or make such repairs, at Tenant's expense, and shall
further be entitled to draw upon the Deposit. Any approval of Landlord required
under this Section shall not be unreasonably withheld, conditioned or delayed;
provided, however, that If Landlord does not respond to a request for consent
within ten (10) days,


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   11
such consent shall be deemed given. in addition, and notwithstanding anything to
the contrary herein, Tenant may, without Landlord's prior written consent, but
in conformity with all laws and legal requirements and subject to the other
requirements of this Section 11, make alterations in and to the Premises which
consist of data and telephone cabling and wiring, decorations, interior painting
and nonstructural alterations that do not affect Building systems.

        12.     Insurance; Indemnity.

                12.1 Landlord shall not be liable to Tenant, and Tenant hereby
        waives all claims against Landlord, for injury or damage to any person
        or property in or about the Premises, Building, Property or Common Areas
        by or from any cause whatsoever, including without limitation any acts
        or omissions of any other tenants, licensees or invitees of the
        Building.

                12.2 Tenant shall indemnify and defend (using legal counsel
        acceptable to Landlord) Landlord and hold Landlord harmless, from and
        against any and all loss, cost, damage, liability and expense (including
        reasonable attorneys' fees) whatsoever that may arise out of or in
        connection with Tenant's occupation, use or improvement of the Premises
        or the Building (including without limitation Tenant's access rights
        under Section 35 below), or that of its employees, agents, contractors,
        or invitees, or Tenant's breach of its obligations under this Lease. To
        the extent necessary to fully indemnify Landlord from claims made by
        Tenant or its employees, this indemnity constitutes a waiver, as between
        Landlord and Tenant only, of Tenant's immunity, if any, under the
        Washington Industrial Insurance Act, RCW Title 51. This indemnity shall
        survive the expiration or termination of the Term.

                12.3 The foregoing exculpation, release and indemnity provisions
        shall not apply to the extent the subject claims thereunder were caused
        by Landlord's negligence or willful misconduct or by Landlord's failure
        to perform its obligations under this Lease. Landlord shall indemnify
        and defend (using legal counsel acceptable to Tenant) Tenant and hold
        harmless Tenant from claims, suits, actions, or liabilities for personal
        injury, death or for loss or damage to property that arises from the
        negligence or willful misconduct of Landlord, its employees, agents or
        contractors; or from any breach or default by Landlord in the
        performance of any of Landlord's obligations under this Lease. However,
        in no event shall Landlord have any liability to Tenant for
        consequential damages under this lease.

                12.4 Tenant shall procure and maintain throughout the Term at
        Tenant's expense, the following insurance:

                    12.4.1 Commercial general public liability insurance,
                insuring Tenant against liability arising out of the Lease and
                the use, occupancy, or maintenance of the Premises and all areas
                appurtenant thereto. Such insurance shall be in the amount of
                not less than $2,500,000 combined single limit for injury to or
                death of one or more persons in an occurrence, and for damage to
                tangible property (including loss of use) in an occurrence. Such
                policy shall insure the operations of independent contractors
                and contractual liability (covering the indemnity in Section
                12.2) and shall: (i) name Landlord as an additional insured,
                (ii) provide a waiver of subrogation endorsements with respect
                to Landlord, and (iii) provide that it is primary and
                noncontributing with any insurance in force or on behalf of
                Landlord.

                    12.4.2 Standard form property insurance insuring against the
                perils of fire, extended coverage, vandalism, malicious
                mischief, special extended coverage ("All-Risk") and sprinkler
                leakage. This insurance policy shall be upon all personal
                property for which Tenant is legally liable or that was
                installed at Tenant's expense, and that is located in the
                Building or Premises, including without limitation


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   12
                the Initial Improvements and all Tenant's furnishings, fixtures,
                furniture, fittings, and equipment and all improvements to the
                Premises installed by Tenant, in an amount not less than 90% of
                the full replacement cost thereof. Such policy shall also
                include business interruption coverage, covering direct or
                indirect loss of Tenant's earnings attributable to Tenant's
                inability to use fully or obtain access to the Premises or
                Building, in an amount as will properly reimburse Tenant. Such
                policy shall name Landlord and any mortgagees of Landlord as
                additional insured parties, as their respective interests may
                appear.

                    12.4.3 Workman's Compensation and Employer's Liability
                Insurance (as required by state law).

                12.5 All policies of insurance to be obtained by Tenant
        hereunder shall be in a form satisfactory to Landlord and shall be
        issued by insurance companies holding a General Policyholder Rating of
        "A-" and a Financial Rating of "VII" or better in the most current issue
        of Best's Insurance Guide. Tenant shall provide Landlord with
        certificates of such insurance. No such policy shall be cancelable or
        reducible in coverage except after 30 days' prior written notice to
        Landlord. Tenant shall, within ten days prior to the expiration of such
        policies, furnish Landlord with renewals or "binders" thereof, or
        Landlord may order such insurance and charge the cost thereof to Tenant
        as Additional Rent.

                12.6 Landlord shall maintain liability and casualty insurance
        for the Building and Property adequate in Landlord's judgment to cover
        (with commercially reasonable deductibles) the risks customarily insured
        against by owners of properties similar to the Building.

                12.7 The proceeds of any insurance policies maintained by or for
        the benefit of Landlord shall belong to and be paid over to Landlord.
        Any interest or right of Tenant in any such proceeds shall be subject to
        Landlord's interest and right in such proceeds.

                12.8 Anything in this Lease to the contrary notwithstanding,
        Tenant and Landlord each waives its entire right of recovery, claims,
        actions, or causes of action against the other for loss or damage to the
        Premises, Building, or Property or any personal property of such party
        therein that is caused by or incident to the perils covered by normal
        extended coverage clauses of standard fire insurance policies carried by
        the waiving party and in force at the time of damage or loss. Tenant and
        Landlord each waives any right of subrogation it may have against the
        other party to the extent of recovery under any such insurance, and
        shall cause each insurance policy obtained by it to provide that the
        insurance company waives all right to recovery by way of subrogation
        against the other party in connection with any such loss or damage. If
        either Landlord or Tenant is unable to obtain its insurer's permission
        to waive any claim against the other party, such party shall promptly
        notify the other party of such inability.

                12.9 Tenant shall promptly notify Landlord of any casualty or
        accident occurring in or about the Premises.

        13.     Destruction.

                13.1 If the Premises or the Building is destroyed by fire,
        earthquake, or other casualty to the extent that they are untenantable
        in whole or in part and can be rebuilt and restored within 180 days from
        the date of destruction, then Landlord shall have the right but not the
        obligation to proceed with reasonable diligence to rebuild and restore
        the Premises or the Building or such part thereof. In the event of
        partial destruction of the Building and/or the Premises, to an extent
        not exceeding 25% of the full insurable value


                                       12


   13
        thereof, and if the damage thereto is such that the Building and/or the
        Premises may be repaired, reconstructed or restored within a period of
        90 days from the date of such casualty, and if Landlord will receive
        insurance proceeds sufficient to cover the cost of such repairs and if
        Landlord's lender has not required the application of insurance proceeds
        to any indebtedness, the repayment of which is secured by the Property,
        then Landlord shall commence and proceed diligently with the work of
        repair, reconstruction and restoration and this Lease shall continue in
        full force and effect.

                13.2 Landlord shall within 30 days after such destruction or
        injury notify Tenant whether Landlord intends to rebuild. If Landlord
        notifies Tenant that Landlord does not intend to rebuild, this Lease
        shall terminate upon the date of damage. If repair, reconstruction or
        restoration of the Premises cannot be completed within 180 days after
        the date of the damage, or if such work is commenced and is not, for any
        reason whatsoever, completed within 270 days, then Tenant may, at its
        option, terminate this Lease by written notice to Landlord within 20
        days after Landlord's notice of its intent to rebuild or 20 days after
        expiration of the 270 day period, as the case may be.

                13.3 During the period from destruction or damage until
        restoration (or termination of this Lease), Rent shall be abated in the
        same ratio as that portion of the Premises which is unfit for occupancy
        shall bear to the whole Premises.

                13.4 Landlord shall not be required to repair any injury or
        damage by fire or other cause to, or to make any repairs or replacements
        of any panels, decoration, office fixtures, paintings, floor covering,
        or any other improvements to the Premises installed by Tenant. Instead,
        if Landlord repairs or rebuilds the Premises under this Section 13,
        Tenant shall repair or rebuild such Tenant-installed improvements and
        other items of property

                13.5 Tenant shall not be entitled to any compensation or damages
        from Landlord for loss of the use of the whole or any part of the
        Premises, the property of Tenant, or any inconvenience or annoyance
        occasioned by such damage, repair, reconstruction, or restoration.

        14.     Condemnation.

                14.1 If all or part of the Premises are taken under power of
        eminent domain, or sold under the threat of the exercise of said power,
        this Lease shall terminate as to the part so taken as of the date the
        condemning authority takes possession.

                14.2 If more then 25% of the floor area of Premises is taken by
        condemnation, Landlord or Tenant may, by written notice to the other
        within ten days after notice of such taking, terminate this Lease as to
        the remainder of the Premises as of the date the condemning authority
        takes possession or Tenant is dispossessed of the Premises, whichever is
        earlier.

                14.3 If Landlord or Tenant does not so terminate, this Lease
        shall remain in effect as to such remainder, except that the Rent shall
        be reduced in the proportion that the rentable floor area taken bears to
        the original rentable total floor area. However, if circumstances make
        abatement based on floor area unreasonable, the Rent shall abate by a
        reasonable amount to be determined by Landlord. In the event that
        neither Landlord nor Tenant elects to terminate this Lease, Landlord's
        responsibility to restore the remainder of the Premises shall be limited
        to the amount of any condemnation award allocable to the Premises, as
        reasonably determined by Landlord.


                                       13


   14
                14.4 Any award for the taking of all or part of the Premises
        under the power of eminent domain, including payment made under threat
        of the exercise of such power, shall be the property of Landlord,
        whether made as compensation for diminution in value of the leasehold or
        for the taking of the fee or as severance damages. Tenant shall only be
        entitled to such compensation as may be separately awarded or
        recoverable by Tenant in Tenant's own right for the loss of or damage to
        improvements to the Premises installed by Tenant, Tenant's trade
        fixtures and removable personal property. Landlord shall not be liable
        to Tenant for the loss of the use of all or any part of the Premises
        taken by condemnation.

                14.5 Landlord shall have the exclusive authority to grant
        possession and use to the condemning authority and to negotiate and
        settle all issues of just compensation or, in the alternative, to
        conduct litigation concerning such issues; provided, however, that
        Landlord shall not enter into any settlement of any separate award that
        may be made to Tenant as described above without Tenant's prior approval
        of such settlement, which approval shall not be unreasonably withheld.

        15.     Assignment and Subletting.

                15.1 Tenant shall not assign this Lease, or sublet the Premises
        or any part thereof, either by operation of law or otherwise, or permit
        any other party to occupy all or any part of the Premises, without first
        obtaining the written consent of Landlord. Landlord shall not
        unreasonably withhold its consent to any assignment or sublease proposed
        by Tenant in accordance with this Section. Tenant shall propose such
        assignment or sublease by written notice to Landlord, and such notice
        shall specify an effective date which shall be not less than 30 days
        after the date of such notice. This Lease shall not be assignable by
        operation of law. Tenant shall further provide to Landlord other
        information and creditworthiness materials concerning any proposed
        assignee or sublessee as is reasonably requested by Landlord. Any
        consent required by Landlord under this Section shall not be
        unreasonably withheld, conditioned or delayed.

                15.2 Subject to Section 15.5, if Tenant is a corporation, any
        transfer of this Lease from Tenant by merger, consolidation, or
        liquidation, or any change in the ownership of or power to vote 50% or
        more of the outstanding voting stock of Tenant shall constitute an
        assignment under this Lease. If Tenant Is a partnership or limited
        liability company, any change In the Identity or majority ownership of
        partners or members in Tenant serving as general partner or manager or
        owning 50% or more of the outstanding economic interests in such entity
        shall constitute an assignment under this Lease.

                15.3 If Tenant proposes to sublet the entire Premises, Landlord
        shall, except as set forth in Section 15.5, have the right to recapture
        the Premises. Landlord may exercise such right by notice to Tenant
        within 10 days after receipt of Tenant's notice. Such recapture shall
        terminate this Lease as to the applicable portion of the Premises
        effective on the effective date proposed in Tenant's notice.

                15.4 If Landlord elects not to recapture and thereafter elects
        to gives its consent to the proposed assignment or sublease, (i)
        Landlord may charge Tenant a reasonable sum to reimburse Landlord for
        legal and administrative costs incurred in connection with such consent
        not to exceed $1,500 in any instance; (ii) In the event of a sublease,
        Landlord and Tenant shall share equally in any net rent and other net
        proceeds paid to Tenant in excess of the Rent to be paid to Landlord
        under this Lease; and (iii) in the event of an assignment or a sublease,
        Tenant shall remain liable to Landlord for the performance of all of
        Tenant's obligations under this Lease.


                                       14


   15
                15.5 Notwithstanding any other provision of this Section 15,
        Tenant shall be entitled to assign this Lease or sublease all or any
        portion of the Premises to any subsidiary of Tenant or to any affiliate
        of Tenant (as defined in the Securities Act of 1933), without the prior
        consent of Landlord; provided, however, that Tenant shall notify
        Landlord of any such assignment or sublease as soon as practicable, and
        no such assignment or sublease shall relieve Tenant of its obligations
        under this Lease. Notwithstanding any other provision of this Section
        15, Landlord hereby consents to an assignment of this Lease, or a
        subletting of all or part of the Premises, to (a) any corporation in
        whom or with which Tenant may be merged or consolidated, provided that
        the net worth of the resulting corporation is at least equal to (i) the
        net worth of Tenant on the date hereof, or (ii) the net worth of Tenant
        immediately prior to such merger or consolidation, or (b) any entity to
        whom Tenant sells all or substantially all of its assets, provided that
        such entity expressly assumes all of Tenant's obligations hereunder.
        Landlord acknowledges that Tenant is a publicly-owned corporation, and
        Landlord agrees that, notwithstanding anything to the contrary in this
        Lease, any sales, exchanges or other transfers of stock in Tenant shall
        not constitute an assignment of this Lease or require Landlord's
        consent.

                15.6 In the event of any sale of the Building or Property, or
        any assignment of this Lease by Landlord, Landlord shall be relieved of
        all liability under this Lease arising out of any act, occurrence, or
        omission occurring after sale or assignment provided that Landlord shall
        be relieved of liability for the security deposit only if Landlord
        transfers the security deposit; and the purchaser or assignee at such
        sale or assignment or any subsequent sale or assignment of Lease, the
        Property, or Building, shall be deemed without any further agreement to
        have assumed all of the obligations of the Landlord under this Lease
        accruing after the date of such sale or assignment.

                15.7 Subject to the provisions of this Section, this Lease shall
        be binding upon and inure to the benefit of the parties, their heirs,
        successors and assigns.

        16.     Default.

                16.1 The occurrence of any one or more of the following events
        shall constitute a material default and breach of the Lease by Tenant
        ("Default"):

                    16.1.1 failure by Tenant to make any payment of Rent
                required as and when due, where such failure shall continue
                after receipt of five days' written notice from Landlord;

                    16.1.2 failure by Tenant to observe or perform any of the
                covenants, conditions, or provisions of this Lease, other than
                the payment of Rent, where such failure shall continue after 30
                days' written notice from Landlord provided, however, that if
                the nature of Tenant's obligation is such that more than 30 days
                are required for performance, Tenant shall not be in default if
                Tenant commences performance within 30 days after Landlord's
                notice and thereafter completes such performance diligently and
                within a reasonable time; or

                    16.1.3 (i) the making by Tenant of any general assignment or
                general arrangement for the benefit of creditors; (ii) the
                filing by or against Tenant of a petition in bankruptcy,
                including reorganization or arrangement, unless, in the case of
                a petition filed against Tenant, the same is dismissed within 30
                days; (iii) the appointment of a trustee or receiver to take
                possession of substantially all of Tenant's assets located at
                the Premises or of Tenant's interest in this Lease; (iv) the
                seizure by any department of any government or any officer
                thereof of the business or property of Tenant; and (v)
                adjudication that Tenant is bankrupt.


                                       15


   16
                16.2 Tenant shall notify Landlord promptly of any Default by
        Tenant (or event or occurrence which, with the passage of time, the
        giving of notice, or both, would become a Default) that by its nature is
        not necessarily known to Landlord.

                16.3 Landlord shall be in Default if it fails to observe or
        perform any of the covenants, conditions, or provisions of this Lease,
        where such failure shall continue after 30 days' written notice from
        Tenant; provided, however, that if the nature of Landlord's obligation
        is such that more than 30 days are required for performance, Landlord
        shall not be in Default if Landlord commences performance within 30 days
        after Tenant's notice and thereafter completes such performance
        diligently and within a reasonable time. Tenant shall copy Landlord's
        lender with any such notice of default, if Tenant has been provided with
        the name and address of any such lender.

                16.4 Notwithstanding any provisions in this Lease to the
        contrary, if Landlord is in Default under this Lease, Tenant may,
        without waiving any claim for damages for breach of agreement or any
        other rights or remedies it may have under this Lease at law, at any
        time thereafter do any of the following, if applicable under the
        circumstances:

                    (a) Cure the Default for the account of the Landlord, and
                any amount reasonably paid or any contractual liability
                reasonably incurred by Tenant in so doing shall be deemed paid
                or incurred for the account of Landlord, and Landlord shall
                reimburse Tenant on demand.

                    (b) Abate Rent for the portion(s) of the Premises rendered
                unusable for Tenant's purposes.

                    (c) Terminate this Lease if Tenant's use and occupancy of
                the Premises or a material portion thereof are prevented or made
                dangerous.

                    (d) If the obligations of Landlord under this Lease are not
                performed during the pendency of a bankruptcy or insolvency
                proceeding involving the Landlord as the debtor, or following
                the rejection of this Lease in accordance with Section 365 of
                the United States Bankruptcy Code and the election of Tenant to
                remain in possession of the Premises in a bankruptcy or
                insolvency proceeding involving the Landlord as the debtor, to
                set off against Rent next due and owing under this Lease (i) any
                and all damages that it demonstrates to the Bankruptcy Code were
                caused by nonperformance of the Landlord's obligations under
                this Lease by Landlord, debtor-in-possession, or the bankruptcy
                trustee, and (ii) any and all damages caused by the
                nonperformance of Landlord's obligations under this Lease
                following any rejection of this Lease in accordance with Section
                365 of the United States Bankruptcy Code.

                Except as specifically provided otherwise above, in no event
        shall a default by Landlord under this Lease give rise to any right of
        Tenant to terminate this Lease or withhold or offset the payment of Base
        Rent or Additional Rent. The obligations of Tenant to pay Base Rent and
        Additional Rent shall continue unaffected in all events unless suspended
        or terminated pursuant to an express provision of this Lease.

        17.     Remedies in Default.

                17.1 In the event of any Default by Tenant, Landlord may, at any
        time without waiving or limiting any other right or remedy, do any one
        or more of the following: (i) reenter and take possession of the
        Premises, (ii) pursue any remedy allowed by law or equity,


                                       16


   17
        (iii) terminate this Lease and/or (iv) terminate any options to extend
        the Term, if then exercised.

                17.2 Whether Landlord has elected to terminate this Lease or not
        Tenant shall pay Landlord the cost of recovering possession of the
        Premises, the expenses of reletting, and any other costs or damages
        arising out of Tenant's Default, including without limitation the costs
        of removing persons and property from the Premises, the costs of
        preparing or altering the Premises for reletting, broker's commissions,
        and attorneys' fees.

                17.3 No re-entry or taking possession of the Premises by
        Landlord pursuant to this Section or acceptance of Tenant's keys to or
        surrender of the Premises shall be construed as an election to terminate
        this Lease unless a written notice of such intention is given to Tenant,

                17.4 Notwithstanding any reentry or termination, the liability
        of Tenant for the Rent shall continue for the balance of the Term, and
        Tenant shall make good to Landlord any deficiency arising from reletting
        the Premises at a lesser rent than the Rent provided for in this Lease.
        Tenant shall pay such deficiency each month as the amount thereof is
        ascertained by Landlord, provided that Landlord is obligated to exercise
        reasonable efforts to mitigate its damages by reletting the Premises,
        and Tenant's liability shall be limited to the amount of rent that could
        not reasonably have been achieved even if Landlord had mitigated its
        damages by reletting the Premises.

        18.     Access. Landlord acknowledges that the Premises will be a high
security area for Tenant, and that any access to the Premises by Landlord or its
invitees for any purposes under this Lease shall be permitted by Tenant only
after at least twenty-four (24) hour notice (which may be telephonic) from
Landlord (except in the event of an emergency, in which event Landlord shall
endeavor to give advance telephonic notice) and shall be conducted only in the
presence of an escort or employee which shall be provided by Tenant. Landlord
shall also comply with reasonable sign-in procedures and shall provide the name,
affiliation and business purpose of each such visit by Landlord or its invitees.
Landlord may also show the Premises to prospective purchasers or tenants at
reasonable times, provided that Landlord shall not interfere with Tenant's
business operation, provided that Landlord shall cause such persons to comply
with the security measures described above, and Landlord shall identify such
persons by name and affiliation in its notice to Tenant. In the event Tenant
objects to the identity of such person on the basis that it is a direct or
indirect competitor of Tenant, such person shall not have access to the
Premises. Tenant may also require Landlord and any such prospective visitor,
tenant or purchaser to execute a commercially reasonable confidentiality
agreement as a condition of access.

        19.     Hold-Over Tenancy. If without execution of a new Lease or
written extension Tenant shall hold over after the expiration or termination of
the Term, with Landlord's written consent, Tenant shall be deemed to be
occupying the Premises as a Tenant from month to month, which tenancy may be
terminated as provided by law, unless the parties agree otherwise at the time of
Landlord's consent. If Tenant shall hold over after expiration or termination of
the Term without Landlord's written consent, the Base Monthly Rent payable shall
be 150% of the Base Monthly Rent payable in the last month prior to expiration
or termination of the Term, and Tenant shall continue to pay Additional Rent.
During any such tenancy, Tenant shall continue to be bound by all of the terms,
covenants, and conditions of this Lease, insofar as applicable.

        20.     Compliance with Law. Tenant shall not use the Premises or permit
anything to be done in or about the Premises which will in any way conflict with
any applicable law, statute, ordinance, or governmental rule or regulation and
any restrictive covenants and obligations created by private contracts which
affect the use and operation of the Premises, Building, or Property, now or
hereafter in force ("Laws"). Landlord represents and warrants to Tenant that (a)
any such 


                                       17


   18
restrictive covenants and obligations created by private contracts are not
inconsistent with, and do not adversely affect, this Lease, and (b) as of the
date of execution of this Lease, to Landlord's knowledge, the Premises and
Building comply with all laws and can be legally occupied by Tenant for the uses
permitted hereunder. In its use, occupancy and alteration of the Premises,
Tenant shall at its sole cost and expense promptly comply with all Laws,
including without limitation the Americans with Disabilities Act, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted, relating to, or affecting the use or occupancy of
the Premises. The judgment of any court of competent jurisdiction, or the
admission of Tenant in any action, whether Landlord be a party thereto or not,
that Tenant has violated any Laws, shall be conclusive of the fact as between
Landlord and Tenant.

        21.     Rules and Regulations. Tenant shall faithfully observe and
comply with the reasonable rules and regulations that Landlord shall from time
to time promulgate. Landlord reserves the right from time to time to make all
reasonable modifications to such rules and regulations. Additions and
modifications to rules and regulations shall be binding on Tenant 30 days after
delivery of a copy of them to Tenant. Landlord shall not be responsible to
Tenant for the nonperformance of any rules or regulations by any other tenants
or occupants of the Building.

        22.     Parking. Tenant shall have the right to use, in common with
other tenants and occupants of the Building, one parking stall per entire
multiple of 2,000 rsf then occupied by Tenant (other than storage space), in the
parking facility located within the Building. The parking facility shall be
available for use by all tenants of the Building, their guests and invitees, but
may, at Landlord's election, be designated by Landlord. Tenant shall pay, as
Additional Rent, the market rate charges that Landlord that may establish or
alter for such parking facilities from time to time, for the number of spaces
allocable to Tenant, except to the extent Tenant has agreed to reduce the number
of parking stalls allocated to Tenant by notice to Landlord. As of the date of
this Lease, the monthly parking rate is $180.00.

        23.     Estoppel Certificates. Tenant shall execute, within 20 days
following Landlord's request, a certificate in such reasonable form as may be
required by Landlord or a prospective purchaser, mortgagee or trust deed
beneficiary, or Landlord's successor after a sale or foreclosure, certifying:
(i) the Commencement Date of this Lease, (ii) that the Lease is unmodified and
in full force and effect, (or if there have been modifications hereto, that this
Lease is in full force and effect, and stating the date and nature of such
modifications); (iii) that there have been no current defaults under this Lease
by either Landlord or Tenant except as specified in Tenant's statement, (iv) the
dates to which the Base Monthly Rent, Additional Rent and other charges have
been paid, and (v) any other information reasonably requested by the requesting
party. Such certificate may be relied upon by Landlord and/or such other
requesting party. Tenant shall use diligent efforts to deliver said statement
promptly upon request and shall deliver such statement within 20 days of
request. In any event, Tenant's failure to deliver said statement within 20 days
of request, shall constitute Tenant's admission of the facts as stated in the
proposed certificate.

        24.     Subordination. Landlord represents and warrants to Tenant that
it is the sole owner in fee simple of the Building, subject to a deed of trust
in favor of Washington Mutual Bank and various other exceptions (but no other
liens or encumbrances for borrowed money). Tenant agrees that this Lease shall
be subordinate to the lien of any mortgage, deeds of trust, or ground leases now
or hereafter placed against the Property or Building, and to all renewals and
modifications, supplements, consolidations, and extensions thereof.
Notwithstanding the foregoing, Landlord reserves the right, however, to
subordinate or cause to be subordinated any such mortgage, deed of trust or
ground lease to this Lease. Tenant shall have the continued quiet enjoyment of
the Premises free from any disturbance or interruption by any successor to
Landlord's interest existing or first mortgagee or beneficiary of a deed of
trust, or any purchaser at a foreclosure or private sale of the Property as a
result of Landlord's default under such mortgage or deed of trust, so long as
Tenant performs its obligations under this Lease. Upon a foreclosure or
conveyance in lieu of


                                       18


   19
foreclosure under such mortgage or deed of trust, or a termination of such
ground lease, and a demand by Landlord's successor, Tenant shall attorn to and
recognize such successor as Landlord under this Lease. Tenant shall execute and
deliver on request and in the form reasonably requested from time to time by
Landlord or its successor, any instruments reasonably necessary or appropriate
to evidence, effect or confirm such subordination, provided that such
instruments confirm that Tenant's right to quiet enjoyment of the Premises in
accordance with the provisions of this Lease shall not be disturbed. Should
Tenant fail to sign and return any such documents within 10 business days of
request, Tenant shall be in Default. Notwithstanding the foregoing, Landlord
agrees to use diligent efforts to obtain for Tenant's benefit a commercially
reasonable subordination, non-disturbance and attainment agreement from
Washington Mutual Bank within 15 days after mutual execution of this Lease.

                25.     Removal of Property. On expiration or other termination
of this Lease, Tenant shall remove (i) all personal property of Tenant on the
Premises, including without limitation all Tenant's furnishings, fixtures,
furniture, fittings, data cabling, data wiring and equipment and those items
designated as Tenant's property in the schedule provided for under Section 3 or
as otherwise provided in Section 3.3; (ii) all improvements to the Premises
installed by or at the expense of Tenant other than such improvements as have
become the property of Landlord under this Lease; and (iii) at Landlord's
request, made at the time of initial consent, all non-standard or specialty
improvements made to the Premises by Landlord or Tenant (other than the
electrical vault and the structural frame on the roof for the generator and
computer room HVAC system). Tenant shall repair or reimburse Landlord for the
cost of repairing any damage to the Premises resulting from the installation or
removal of such property of Tenant. All property of Tenant remaining on the
Premises after reentry or termination of this Lease shall be deemed abandoned
and may be removed by Landlord. Landlord may store such property of Tenant in
any place selected by Landlord, including but not limited to a public warehouse,
at the expense and risk of the owner thereof, with the right to sell such stored
property of Tenant without notice to Tenant. The proceeds of such sale shall be
applied first to the cost of such sale, second to the payment of the cost of
removal and storage, if any, and third to the payment of any other amounts that
may then be due from Tenant to Landlord under this Lease, and any balance shall
be paid to Tenant.

                26.     Personal Property Taxes. Tenant shall pay prior to
delinquency all personal property taxes, if any, payable with respect to all
property of Tenant located on the Premises or the Building and promptly upon
request of Landlord shall provide satisfactory evidence of such payment.
"Personal property taxes" under this Section shall include all property taxes
assessed against the property of Tenant, whether assessed as real or personal
property.

                27.     Notices. All notices under this Lease shall be in
writing. Notices shall be effective (i) 3 business days after mailed by
certified mail, return receipt requested or(ii) when personally delivered
(including without limitation by messenger service). Either party may change its
address and fax number for notices by notice to the other from time to time. The
parties' addresses for notices are as follows:


                                       19


   20
Landlord                                    Tenant

1 100 Second Avenue Limited Partnership     Amazon.com, Inc.
c/o Second Avenue Properties, Inc.          1516 Second Avenue, 4th Floor
Attn: Robert A. Hubbard                     Seattle, Washington 98101
3533 262nd Ave. S.E.                        Attn: General Counsel
Issaquah, Washington 98029                  fax:__________________________

fax:    206-391-2453

with a copy to:                             with a copy to:

Phillips McCullough Wilson Hill & Fikso     Perkins Coie
Attn: Robert B. Fikso                       Attn: William L. Green
2025 First Avenue, Suite 1130               1201 Third Avenue, 40' Floor
Seattle, Washington 98121-2100              Seattle, Washington 98101

fax: 206-448-3444                           fax: 206-583-8500

        28.     [Intentionally Omitted.]

        29.     Hazardous Substances.

                29.1 Tenant shall not, without first obtaining Landlord's prior
        written approval, generate, release, store, deposit, transport, or
        dispose of (collectively "Release") any hazardous substances, sewage,
        petroleum products, hazardous materials, toxic substances or any
        pollutants or substances, defined as hazardous or toxic in applicable
        federal, state and local laws and regulations ("Hazardous Substances")
        in, on or about the Premises, except for normal quantities of customary
        office products used as intended by the manufacturer (including, but not
        limited to, diesel fuel for the emergency generator) and in compliance
        with Laws. In the event, and only in the event, Landlord approves such
        Release of Hazardous Substances on the Premises, such Release shall
        occur safely and in compliance with all applicable Laws.

                29.2 Tenant shall indemnify and defend (with counsel approved by
        Landlord) Landlord, and hold Landlord harmless, from and against any and
        all claims, liabilities, losses, damages, cleanup costs, and expenses
        (including reasonable attorneys' fees) arising out of or in any way
        relating to the Release by Tenant or any of its agents, representatives,
        employees or invitees, or the presence of any Hazardous Substances in,
        on or about the Premises occurring as a result of or in connection with
        Tenant's use or occupancy of the Premises at any time after the
        Commencement Date.

        Landlord shall indemnify and defend (with counsel approved by Tenant)
        Tenant, and hold Tenant harmless, from and against any and all claims,
        liabilities, losses, damages, cleanup costs, and expenses (including
        reasonable attorneys' fees) arising out of or in any way relating to the
        Release by Landlord or any of its agents, representatives, employees or
        invitees, or the presence on the date hereof of any Hazardous Substances
        in, on or about the Premises or the Building.

                29.3 Landlord shall have the right, subject to Section 18, from
        time to time to enter the Premises, Building and Property and inspect
        the same for the presence of Hazardous Substances and compliance with
        the provisions of this Section upon a reasonable suspicion by Landlord
        that there may be Hazardous Substances in the Premises in violation of
        Tenant's obligations under this Lease.


                                       20


   21
                29.4 The provisions of this Section shall survive the expiration
        or termination of this Lease with respect to any occurrences during the
        Term.

        30.     Signs. Tenant shall not place upon or install in windows or
other openings or exterior sides of doors or walls of the Premises any symbols,
drapes, or other materials without the written consent of Landlord. Tenant shall
observe and comply with the requirements of all Laws applicable to signage.

        31.     General Provisions.

                31.1 Attorneys' Fees. In the event of any litigation,
        arbitration or other proceeding (including proceedings in bankruptcy and
        probate and on appeal) brought to enforce or interpret or other wise
        arising under this Lease, the substantially prevailing party therein
        shall be entitled to the award of its reasonable attorneys' fees,
        witness fees, and court costs incurred therein and in preparation
        therefor.

                31.2 Governing Law. This Lease shall be governed by and
        construed in accordance with the laws of the State of Washington.

                31.3 Cumulative Remedies. No remedy or election under this Lease
        shall be deemed exclusive but shall, wherever possible, be cumulative
        with all other remedies at law or in equity.

                31.4 Exhibits; Addenda. Exhibits and Addenda, if any, affixed to
        this Lease are a part of and incorporated into this Lease.

                31.5 Interpretation. This Lease has been submitted to the
        scrutiny of all parties hereto and their counsel, if desired, and shall
        be given a fair and reasonable interpretation in accordance with the
        words hereof, without consideration or weight being given to its having
        been drafted by any party hereto or its counsel.

                31.6 Joint Obligation. If there is more than one Tenant under
        this Lease, the obligations hereunder imposed upon Tenants shall be
        joint and several.

                31.7 Keys. Upon expiration or termination of this Lease, Tenant
        shall surrender all keys to the Premises to Landlord at the place then
        fixed for payment of Rent and shall inform Landlord of all combination
        locks, safes, and vaults, if any, in the Premises.

                31.8 Late Charges; Interest. Late payment (i.e., payment not
        made within 5 days after its due date) by Tenant to Landlord of Rent or
        other sums due under this Lease will cause Landlord to incur costs not
        contemplated by this Lease, the exact amount of which would be difficult
        and impractical to ascertain. Such costs include without limitation
        processing and accounting charges and late charges which may be imposed
        on Landlord by the terms of any mortgage or trust deed covering the
        Premises. Accordingly, Tenant shall pay to Landlord as Additional Rent a
        late charge equal to three percent of such installment as liquidated
        damages for such late payment, other than for time value damages. A
        $50.00 charge will be paid by Tenant to Landlord for each returned
        check. In addition, any Rent or other sums due under this Lease to
        Landlord that is not paid when due shall bear interest at the rate per
        annum of two percent over the prime rate in effect at Seafirst Bank,
        Main Office (or its successor), on the day such Rent or other sum was
        due. The existence or payment of charges and interest under this Section
        shall not cure or limit Landlord's remedies for any Default under this
        Lease.


                                       21


   22
                31.9 Light, Air, and View. Landlord does not guarantee the
        continued present status of light, air, or view in, to or from the
        Premises.

                31.10 Measurements. All measurements of the Premises stated in
        this Lease, even if approximations, shall govern and control over any
        actual measurement of the Premises. Except as provided otherwise in
        Section 1, the Rent provided in this Lease and Tenant's Share shall not
        be modified or changed by reason of any measurement or re-measurement of
        the Premises that may occur after the date of this Lease, and is agreed
        by Landlord and Tenant to constitute the negotiated rent for the
        Premises.

                31.11 Name. Tenant shall not use the name of the Building for
        any purpose other than as an address of the business conducted by the
        Tenant in the Premises.

                31.12 Prior Agreements; Amendments. This Lease contains all of
        the agreements of the parties with respect to any matter covered or
        mentioned in this Lease, and no prior agreements or understandings
        pertaining to any such matters shall be effective for any purpose. No
        provision of this Lease may be amended or added to except by an
        agreement in writing signed by the parties or their respective
        successors in interest. This Lease shall not be effective or binding on
        any party until fully executed by both parties hereto.

                31.13 Recordation. Tenant shall not record this Lease or a short
        form memorandum of this Lease without the prior written consent of
        Landlord which shall not be unreasonably withheld.

                31.14 Severability. That any provision of this Lease is invalid,
        void, or illegal shall in no way affect, impair, or invalidate any other
        provision of this Lease and such other provision shall remain in full
        force and effect.

                31.15 Time. Time is of the essence of this Lease and each of its
        provisions.

                31.16 Waiver. No provision of this Lease shall be deemed to have
        been waived by Landlord unless such waiver is in writing signed by
        Landlord's duly authorized representatives. The waiver by either party
        of any provision of this Lease shall not be deemed to be a waiver of
        such provision or any other provision, in any subsequent instance. The
        acceptance of Rent by Landlord shall not be deemed to be a waiver of any
        preceding Default or breach by Tenant under this Lease, whether known or
        unknown to Landlord, other than the failure of the Tenant to pay the
        particular Rent so accepted.

                31.17 No Waste. Tenant shall not commit or suffer to be
        committed any waste, damage or nuisance in or upon the Premises.

                31.18 Quiet Enjoyment. Provided Tenant observes its obligations
        under this Lease, its quiet enjoyment of the Premises throughout the
        Term shall not be disturbed.

        32.     Authority of Tenant.

                32.1 If Tenant is a corporation, each individual executing this
        Lease on behalf of Tenant represents and warrants that (s)he is duly
        authorized by all necessary action of the directors of Tenant to execute
        and deliver this Lease on behalf of Tenant, and that this Lease is
        binding upon Tenant in accordance with its terms.

                32.2 If Tenant is a partnership or limited liability company,
        each individual executing this Lease on behalf of Tenant represents and
        warrants that (s)he is duly authorized in accordance with Tenant's
        partnership agreement or limited liability company


                                       22


   23
        agreement by all necessary action of the partners or members or managers
        of Tenant to execute and deliver this Lease on behalf of Tenant, and,
        and that this Lease is binding upon Tenant in accordance with its terms.

                33.     Commissions. Landlord shall pay the commissions of
Washington Partners, pursuant to a separate letter of agreement between Landlord
and such broker. Each party represents and warrants to the other that it has not
had dealings with any real estate broker or agent other than those identified
above with respect to this Lease that would cause the other party to have any
liability for any commissions or other compensation to such broker or agent, and
that no such broker or agent has asserted any claim or right to any such
commission or other compensation. Such representing party shall defend and
indemnify the other party and hold the other party harmless from and against any
and all loss, cost, liability, damage and expense (including reasonable
attorneys' fees) whatsoever that may arise out of the breach of such
representation and warranty.

                34.     HVAC; Auxiliary Power Generator. Landlord shall provide
space in the parking garage of the Building and/or on the roof of the Building,
in a location approved by Landlord, sufficient to accommodate the installation
of Tenant's auxiliary generator. Tenant may install such generator at its
expense as part of or after the Initial Improvements work. Tenant may also
install the computer room HVAC System on the roof, together with such structural
support as may be required by Tenant and approved by Landlord consistent with
the terms of this Lease. Landlord makes no representation as to the suitability
of the roof or garage for such generator or HVAC System. The generator and HVAC
System shall be installed and operated in accordance with all laws and legal
requirements.

                35.     Ingress and Egress for Equipment. Tenant shall have the
right, exercisable from time to time during the first 60 days of the Term, to
use the staircase adjacent to the entrance to the south half of Floor 1 of the
Building, as shown on Exhibit B, for purposes of delivery and removal of
Tenant's equipment that cannot be accommodated in the freight elevator. After
the first 60 days of the Term, Tenant shall use the east elevator in the Floor 2
bank of three elevators (the "East Elevator") for purposes of such delivery and
removal, subject to the following conditions: (a) Tenant's access to the East
Elevator shall be from the Building garage or loading dock area directly to the
common area of Floor 2; (b) Tenant shall remove the East Elevator Door and
deliver and remove Tenant's equipment through the East Elevator shaft; (c)
Tenant shall provide Landlord two weeks' prior written notice of such use of the
East Elevator, which use shall be limited to the hours between 6:00 p.m. Friday
and 6:00 p.m. Sunday; (d) Tenant shall be entitled to use the East Elevator for
removal and delivery of equipment no more than five times during the Term.
Tenant shall promptly repair any damage to the Building, including damage to any
other tenant's premises, the common area, and the East Elevator, caused by the
use of the equipment ingress and egress rights under this Section. -

                36.     Reimbursement of Landlord. Tenant shall reimburse
Landlord for the amount, up to $3,000, actually incurred by Landlord for
electrical, structural and other studies deemed appropriate by Landlord to
assess, monitor and regulate the effect of Tenant's Initial Improvements on the
operation of the Building generally. Tenant shall make such reimbursement to
Landlord within 30 days of Landlord's request, which request shall include
reasonable evidence of such costs.


                                       23


   24
EXECUTED the day and year above written.

                                 LANDLORD:

                                 1100 SECOND AVENUE LIMITED PARTNERSHIP

                                 By Second Avenue Properties, Inc., 
                                 General Partner

                                 BY   /s/ ROBERT A. HUBBARD     
                                    ---------------------------------------
                                      Robert A. Hubbard, its Vice President


                                 TENANT:

                                 AMAZON.COM, INC.


                                 BY /s/ RICK DALZELL
                                    ---------------------------------------
                                    Rick Dalzell   ,its     CIO/VP
                                    ---------------     -------------------


                                       24


   25
STATE OF WASHINGTON   )
                      )ss.
COUNTY OF KING        )


        On this 17th day of April, 1998, before me, the undersigned, a Notary
Public in and for the State of Washington, personally appeared Robert A.
Hubbard, to me known to be the Vice President of SECOND AVENUE PROPERTIES, INC.,
General Partner of 1100 SECOND AVENUE LIMITED PARTNERSHIP, the limited
partnership that executed the foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation and
said limited partnership, for the uses and purposes therein mentioned, and on
oath stated that he/she was authorized to execute the said instrument on behalf
of said corporation and said limited partnership.

        WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first
above written.


                            /s/ STEVE C. HECHMAN
                            -------------------------------------------------
                            Name       Steve C. Hechman
     [SEAL]                     ---------------------------------------------
                            NOTARY PUBLIC in and for the State of Washington,
                            residing at Seattle
                                       --------------------------------------
                            My commission expires          5/7/01
                                                  ---------------------------

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

        On this 17th day of April, 1998, before me, the undersigned, a Notary
Public in and for the State of Washington, personally appeared Rick Dalzell to
me known to be the CIO/VP of AMAZON.COM INC., the corporation that executed the
foregoing instrument, And acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute the said
instrument on behalf of said corporation.

        WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day year first
above written.

                            /s/ LAURA LEE ELDER
                            -------------------------------------------------
                            Name       Laura Lee Elder

                            NOTARY PUBLIC in and for the State of Washington,
     [SEAL]
                            NOTARY PUBLIC in and for the State of Washington,
                            residing at MTLK Terrace
                                       --------------------------------------
                            My commission expires          11/20/01
                                                  ---------------------------


                                       25


   26
                                    EXHIBIT A
                          LEGAL DESCRIPTION OF PROPERTY


The land is located in the county of King, state of Washington, and is described
as follows:

        LOTS 1, 4, 5 AND 8, BLOCK 14, ADDITION TO THE TOWN OF SEATTLE, AS LAID
        OUT ON THE CLAIMS OF C. D. BOREN AND A.A. DENNY AND H.L. YESLER
        (COMMONLY KNOWN AS C.D. BOREN'S ADDITION TO THE CITY OF SEATTLE),
        ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 1 OF PLATS, PAGE(S)
        25, IN KING COUNTY, WASHINGTON;

        EXCEPT THE WESTERLY 12 FEET THEREOF CONDEMNED IN DISTRICT COURT CAUSE
        NO. 7097 FOR THE WIDENING OF SECOND AVENUE AS PROVIDED BY ORDINANCE
        NUMBER 1107 OF THE CITY OF SEATTLE;

        TOGETHER WITH THAT PORTION OF THE VACATED ALLEY ADJOINING, WHICH UPON
        VACATION, ATTACHED THERETO BY OPERATION OF LAW.


                                       1


   27
                                                                       EXHIBIT B








                                                             BASEMENT FLOOR PLAN



   28

                                                                       EXHIBIT C


               [SKILLING WARD MAGNUSSON BARKSHIRE INC. LETTERHEAD]

                                                                          
                           
                                                                         Page 1
INTRODUCTION

Purpose

      The purpose of this review is to access, to the extent possible, the
      overall structural condition and possible seismic performance of the 1100
      Second Avenue Building in Seattle. This assessment includes the review of
      the Building's structural condition, based primarily on observation, and
      its seismic capability relative to FEMA-178. Handbook for the Seismic
      Evaluation of Existing Buildings. Our work has not included an estimate of
      the Probable Maximum Loss in the event of a rare earthquake.

      This report contains the Scope of Services provided, a discussion of the
      Site Investigation and Document Review that was performed, assumptions
      regarding the Site Seismic Condition, a section presenting the Building
      Description, and a discussion of the Criteria for Seismic Review employed.
      The final sections present the Summary of Findings and Recommendations,
      including a discussion of regulatory issues and a rough order of magnitude
      costs.

Scope of Services

      The following services were performed as part of the structural and
      seismic review.

      1.  Visits to the site.
      2.  Collection and review of existing documentation for both buildings.
      3.  Review the buildings' overall structural condition.
      4.  Review the buildings' seismic capability relative to FEMA-178, NEHRP
          Handbook for the Seismic Evaluation of Existing Buildings.
      5.  Development of recommendations, prioritization, and relative costs
          for improvements.
      6.  Preparation of this report, outlining the findings of the above 
          reviews and noting issues which do not meet the stated standard.

      The above scope of services were authorized by an agreement dated June 17,
      1997 and signed by Robert Hubbard on June 18.

Limitations

      Our professional services have been performed using the degree of care and
      skill ordinarily exercised, under similar circumstances, by reputable
      structural engineers practicing in this area. No other warranty,
      expressed or implied, is made as to the professional advice included in
      this report. This report has been prepared for Robert Hubbard and McKensay
      Real Estate Services Inc. This report has not been prepared for use by
      other parties, and may not contain sufficient information for purposes of
      other parties or other users.



      
   29
                                                                          Page 2


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

SITE INVESTIGATION AND DOCUMENT REVIEW

      On-site observations were made on June 15 and 26, 1997 to evaluate the
general condition of the buildings and to compare, where possible, as-built
conditions with existing construction documents. These observations were
conducted to the extent that existing conditions were observable without
exploratory demolition or excavation. Our evaluation of the underlying
structure was inferred from the condition of the finishes. No material tests
were conducted. The findings of the site investigation are presented in the
Summary of Findings section.

The drawings available for our review are presented in Table I.


                                    Table I

                         Drawings Available for Review



                                                                 
1906              Architectural Drawings, including          1/23/07      Saunders and             
                  floor plans, elevations and sections.                   Lawson


                  Structural Steel Election Drawings.        8/24/06      American
                                                                          Bridge Co.

1958              Structural Drawings, S1-S15                2/10/58      Peter
                                                                          Hosmark

1989 Seismic      Structural Drawings, S:1 & S;2             7/5/89       TRA

In most areas, the drawings provided a relatively clear definition of the structural systems. Also, the site investigations verified that the buildings appear to comply with the details and notes on the drawings, where conditions were visible. The most glaring exceptions is in the 1906 Building, where original drawings were based on a full build-out of eight floors. Only four floors were constructed at that time and a fifth was added at a later date. No drawings were available for this addition. Assumptions were made regarding structural conditions not shown. These assumptions were used to complete the structural analysis. Also available for our review was a Identification of the Property, prepared sometime subsequent to 1995. This document contains relevant legal information as well as a detailed history of the buildings on the site, including the dates of significant improvements and changes in ownership. The physical condition of the buildings was assessed briefly as "average to good" and no significant deferred maintenance was noted. Photographs were taken during our site investigation. Selective photographs of the buildings are included in Appendix A. 30 Page 3 -------------------------------------------------------------------------------- SITE SEISMIC CONDITIONS Introduction The 1100 Second Avenue Building is located in downtown Seattle. The western portions of the Pacific Northwest have experienced significant seismic activity in the past 150 years and many large earthquakes in geologically recent time. It is recognized that the Pacific Northwest is one of the higher earthquake hazard regions in the United States. There are three different, although related, source mechanisms that produce earthquakes in the Pacific Northwest (1) crustal, or shallow, earthquakes, (2) intraplate earthquakes, and (3) subduation earthquakes. However, when compared to coastal California, the seismicity of the Pacific Northwest is not as well understood with regard to fault locations, activity, and recurrence intervals. A more in-depth discussion regarding earthquake source mechanisms and hazard terminology can be found in Appendix B. Seismicity at the Site As described above, 1100 Second Avenue is located in one of the higher earthquake hazard regions in the United States. The earthquake ground motion associated with an event that is expected to occur every 475 years was used to assess the likely performance of the buildings. In terms of probability, this earthquake ground motion has a 10 percent probability of exceedance in 50 years. This ground motion is also consistent with the earthquake ground motion used in the design of new buildings (as defined in the 1994 Uniform Building code) and the evaluation of existing buildings (as defined in FEMA-178). Finally, this ground motion is often referred to as the Design Basis Earthquake (DBE) and can be generated on any of the known seismic sources described above. Although the DBE for a source is defined as that level of ground motion that, on average, is expected to occur once every 475 years, it may actually occur more or less often. Also, it is not the strongest ground motion which could ever occur at the site. It is, however, a reasonable estimate of the strongest shaking likely to occur during the buildings' lives. The ground motion parameters used to review the buildings' seismic capability, relative in FEMA-178, are presented in table II. These ground motion parameters are based on the latest research performed by the United States Geological Survey (USGS). The USGS is nearing completion of their periodical updates -- the parameters presented below reflect these results.
Table II Ground Motion Parameters ------------------------------------------------------------------------ ------------------------------------------------------------------------ Peak Ground Acceleration (PGA) .030g FEMA-178 Review ------------------------------------------------------------------------ Maximum Shaking Intensity (MMI) VIII PML Estimate ------------------------------------------------------------------------
31 Page 4 -------------------------------------------------------------------------------- BUILDING DESCRIPTION The 1100 Second Avenue Building is composed of two smaller buildings constructed at vastly different times. The buildings were constructed against one another and in the 1980s, mechanical connections were constructed reinforcing the linkage between the structures. For this reason, analysis of seismic performance assumed that the buildings would act as one. 1906 Building (Baillargeon Building) The southern half of the block was constructed in 1906-07, a half century before the northern half of the block. The building is five stories tall and rectangular, about 108 feet by 120 feet. It occupies a hillside site, sloping downward from east to west between the alley and Second Avenue. The structure is composed of structural steel columns, beams and purlins supporting a concrete floor slab. Concrete is also cast around the steel members to serve as fire resistance. Foundation support is provided by a steel grillage that cast in concrete. The building was designed, at that time, to be eight stories tall. Initial construction, however, stopped at four floors, with one additional floor added probably before the adjacent portion of the structure was constructed in 1958. No drawings of the fifth floor addition were available for our review. Architectural finish is composed primarily of terra cotta tiles and these are supported by an infill brick and clay die system. Resistance to wind and seismic forces is provided by a moment frame along the street and alley elevations and a braced frame against the party wall. These methods, while providing some nominal resistance to lateral loads, were not designed with earthquakes in mind. 1958 Building (National Bank of Commerce Annex) In 1958, a five-story building was constructed immediately north of the existing Baillargeon Building. This building has a similar size and siting to its neighbor. This building is also steel. It supports gravity loads using structural steel columns, beams, and purlins. These, in turn support concrete floor slabs. Foundation support is provided by spread footings. Lateral support, in this case, is provided by cast-in-place concrete exterior walls. These either act as moment frames composed of deep beams and wide columns, or as shear walls. The walls are cast around the underlying steel frame, consequently they do not support any vertical loading. Along the Second Avenue facade, the walls are reduced to a moment frame of conventional sizes. Since the Seattle Building Code at the time included some earthquake provisions, this building was designed with these forces in mind. The building is sheathed in terra cotta like its neighbor, but the underlying support is provided by the concrete walls rather than brick or clay tile. 32 Page 5 -------------------------------------------------------------------------------- CRITERIA FOR SEISMIC REVIEW To ascertain the buildings, probable seismic performance, FEMA-178 is used as the primary methodology. A brief discussion regarding Seismic Evaluation of Existing Buildings, followed by a discussion of the Background of FEMA-178, is presented below. Seismic Evaluation of Existing Buildings Evaluation of an existing building for potential damage from an earthquake requires balancing structural engineering, economic, Life Safety, and policy concerns. No code currently exists as a benchmark for an earthquake assessment. Consequently, priorities regarding loss of life and/or building damage in the event of an earthquake must be developed. The desired level of risk-reduction determines the philosophy of the earthquake assessment. There are a number of earthquake assessment philosophies representing various performance goals. Our seismic review of the buildings is based on the Life Safety Philosophy of FEMA-178. Background of FEMA-178 The purpose of FEMA-178 is to provide guidance in the review of a building's response to earthquake based on a Life Safety Philosophy. The intent is to prevent collapse and allow buildings to be safely existed. Life safety is the primary concern; reoccupancy and damage to the building are not a consideration under this philosophy. FEMA-178. NEHRP Handbook for the Seismic Evaluation of Existing Buildings. Is a standard assessment philosophy developed by the Building Seismic Safety Council (BSSC) for the Federal Emergency Management Agency (FEMA). The philosophy follows two basic courses. The first is an empirical evaluation of building elements based on historic evidence regarding hazards. The second is an evaluation of the building using earthquake forces that the building is intended to resist. An expert panel developed these forces to be consistent with a Life Safety Philosophy. A building does not meet the Life Safety objective of this handbook if any of the following events occur during an earthquake: o The entire building collapses. o Any portions of the building collapse. o The components of the building fail and fall. o The exit and entry routes are blocked, preventing evacuation and restate of the occupants. 33 Page 6 -------------------------------------------------------------------------------- The approach used by FEMA-178 and the UBC, with respect to development of the seismic forces on the buildings, is very similar. However, the acceptance criteria is, necessarily, different since FEMA-178 is an evaluation document whereas the UBC is a design document. A brief discussion regarding the FEMA-178 approach is presented below. FEMA-178 Approach The FEMA-178 approach is based on a pre-arranged set of checklists for common building types designed to identify flaws and weaknesses. The checklist is a collection of positive evaluation statements describing building characteristics that are essential if the failures observed from past earthquakes are to be avoided. True statements identify conditions that are acceptable and false statements identify conditions that need further investigation. These checklists were completed as part of this review. The basic approach of FEMA-178 is to select a Response Modification Factor, R, for the structure. The 1906 and 1958 buildings are joined structurally and thus, a single response factor of 6.0 (Non-load bearing shear walls) was chosen for both. This factor combined with building weight (14,200,000 and 10,600,000 pounds respectively), local seismic forces (.25g), gives a lateral force of 1,444 kbps. This force was used to test each of the principal components of the existing lateral force resisting system. 34 Page 7 -------------------------------------------------------------------------------- SUMMARY OF FINDINGS Introduction The scope of work for this report includes a review of both the existing structural condition of the building as well as an analysis of its potential seismic capabilities. Generally, the structure at 1100 Second Avenue, both the 1906 and 1958 buildings, appear to be in good condition. No significant deficiencies, which would reduce the capabilities of the existing structure to handle either gravity or lateral loads, were noted during our two visits to the site. Earthquake forces are resisted in different ways by each of the buildings on the site; however, the buildings were not only constructed against one another, but were connected in the 1989 renovation completed by TRA. Consequently, our findings below are based on an assessment of the structures together. Since the buildings are not likely to behave individually in seismic events, the recommendations for remediation are based on considering 1100 Second Avenue as a unit. For the most part, considering the buildings together has positive consequences for both the types and costs of remediation suggested. Condition Survey Findings 1100 Second Avenue has remained, for the most part, a fully-functioning office building during the entirety of its life. As a result, it has been both well-maintained and apparently repaired as necessary. Condition issues noted during our visit to the site were minor and no deterioration of the capability of the structure was noted. Minor deterioration associated with roof leaks, now apparently repaired, was noted. This leakage was noted primarily in the penthouse and other service areas of the building. In addition, some minor deterioration of the cladding was noted immediately under the bridge which connects the 1100 Second Avenue and 1111 Third Avenue buildings. In neither case was structural deterioration noted. The cause of damage in each incidence is water and in the case of the bricks beneath the bridge, the damage is apparently associated with poor drainage off the sides of the bridge walls. Seismic Review Findings As noted previously, both the 1906 and 1958 structures collect and resist seismic forces in different ways. The 1906 structure uses a combination of moment frames which take the form of rivited beams and columns along the primary faces of the building, along with a braced frame at the party wall between the 1906 and 1958 buildings. The 1958 structure uses a non gravity-load-bearing concrete shear wall system to resist lateral loads. As a consequence, the 1958 Building is much stiffer and thus more likely to collect loads for both buildings. This is particularly true given the connection made in the TRA renovation in the 1980s. 35 Page 8 -------------------------------------------------------------------------------- 1906 Building The 1906 structure, if taken alone, has a significant number of deficiencies from the perspective of FEMA 178. While noted separately here, the deficiencies should be seen in light of the fact that the two buildings will behave together and many of the deficiencies noted in the structure will be mitigated at least in part by strengthening the 1958 building. Deficiencies noted in FEMA 178 for the 1906 structure include: 1. Torsion. 2. High drift ratios, particularly along the south elevation. 3. Brick infills, not isolated from the supporting steel structure. 4. Column splices not detailed and located in a moment region, approximately one foot off the floor line. 5. Poor moment connection capabilities. 6. Poor partial continuity at the connection of beams and columns. 7. Probable height/thickness ratios along the alley walls. 8. Soft story along Second Avenue. The 1906 structure also has several positive attributes which should be noted here. These include: 1. The original design allowed three additional stories over the number of floors presently on the site and, consequently, the structure has relatively strong columns when compared with beam strengths. 2. The fact that the structure is constructed of steel and has significant over-capacity in its columns, means that regardless of the significant deficiencies noted in the FEMA 178 analysis, the building probably does not present a collapse hazard. 1958 Building The structure constructed in 1958 consists of a steel frame supporting all gravity loads, but lateral forces are resisted by concrete shear walls along each elevation of the building. These walls are extraordinarily stiff, especially when compared with the moment frames used in the 1906 Building. Consequently, our analysis considered a significant portion of the load developed in the 1906 Building as being resisted by the shear wall in the 1958 Building. Generally, these walls prove capable of resisting even these higher loads. Weaknesses noted in this structure, are limited to both a soft and weak story along Second Avenue, and a few minor detailing deficiencies associated with stirrups and ties in the shear wall/frames. 36 Page 9 -------------------------------------------------------------------------------- The arrangement of columns and spandrel beams along Second Avenue is safe because of the higher floor-to-floor height between the first and second floors, as opposed to subsequent floors. It is also weak because the columns have significantly less cross-sectional area than the columns above. The short column deficiencies are also created at this elevation because of a mid-height spandrel beam between floors one and two. This mid-height spandrel beam creates a short column immediately above it, which is likely incapable of resisting the deformation requirements of any significant seismic event. RECOMMENDATIONS Regulatory Issues Buildings in the City of Seattle do not require mandatory seismic retrofits, unless a significant remodel is planned or the building is subjected to a change in use. Given that neither are planned for this structure, it is unlikely that any of the following recommendations would be required by the City of Seattle. However, should a change of use, for instance from office to residential, be planned or if significant moneys are planned to remodel mechanical, electrical, or other architectural improvements to the structure, a seismic rehabilitation component will need to be considered for the structures. Seismic Renovation The two buildings that make up 1100 Second Avenue, when taken together, compensate for many of each other's deficiencies. The deficiencies which remain, however, are significant and should be considered to provide a building which is seismically life safe. These deficiencies are: 1. The soft/weak story along Second Avenue. 2. Inadequate resistance in the transverse (east-west) direction at the south elevation of the 1906 Building. The deficiencies noted above, particularly in the 1906 Building, can be mitigated using the same methods used to mitigate the deficiencies noted above, provided that the buildings remain connected. Once again, we believe the connection made by TRA in the 1980s is adequate to carry seismic loads between the buildings. Our recommendations include providing a soft story brace, preferably in the 1958 Building, against the Second Avenue elevation. This brace would be between floors one and two. It is certainly possible to locate this brace in-board a bay from the Second Avenue elevation, but the loads coming from above, proceeding down the corporate elevation along Second Avenue, could most easily be collected and carried by braces and/or shear walls located against that elevation. In addition, the column strength which exists in this area is sufficient to allow the installation of braces or walls without any significant improvements to the existing column or foundation structure. 37 Page 10 -------------------------------------------------------------------------------- Mitigation of the second deficiency, weakness in the transverse direction along the south elevation, can be accomplished by installing a brace or shear wall against the southern elevation of the 1906 Building or within one bay. The brace must be oriented in the east-west direction and, again, there is significant overstrength available in the existing columns, so the columns should be used to connect the braces. Using this technique, it is, again, unlikely that any significant column strengthening improvements or footing improvements would be required. The only other deficiency of note is the relatively high height/thickness ratio along the alley wall of the 1906 Building. This deficiency can be corrected by strong-backing, either using concrete or light gauge steel. However, given its location against the alley, it is less likely to impose a life safety threat. Consequently, it would not have the priority of the other two mitigation techniques. The above recommendations for braces along Second Avenue in the southern elevation, should be taken together and constructed at the same time. They can be constructed separately, but if one is constructed and the other left out, significant deficiencies would remain within the structure. A rough cost estimate for the structural costs of the three recommendations is $130,000. This figure includes approximately $50,000 for the Second Avenue soft story brace, $69,000 for the brace along the southern elevation, and $11,000 to brace the brick walls along the eastern elevation of the 1906 Building. This cost includes the structure only and does not include demolition of architectural finishes or the reinstallation the existing architectural features of the building. It also presumes a nominal contract overhead and profit figure as well as a 20% contingency. It does not include any of the soft costs associated with either management, taxes, or fees usually associated with contractions of this type. 38 EXHIBIT D Tenant's Fixtures, General Categories: -- Raised computer room floor and all its attendant parts. -- Computer room fire suppression system and its parts. -- Our security system and its parts and hardware. -- Our generator and its attendant parts, including but not limited to its fuel tank, pumping system and automatic transfer switch. -- All our major power regulation and distribution systems, including but not limited to our interruptible power supply systems and power distribution units. -- Our HVAC systems, including but not limited to all cooling units, drycoolers, motors and pumps. -- Equipment racks and cabling equipment, including but not limited to any equipment racks and cable trays that may be bolted to the floor or elsewhere for seismic purposes, as well as patch panels, connectors and cabling fixtures. -- Any major electrical systems and/or parts that are dedicated to our data center space, including but not limited to switchgear and transformers. 39 EXHIBIT D SCHEDULE OF TENANT'S PROPERTY Tenant's Fixtures, General Categories: - Raised computer room floor and all its attendant parts. - Computer room fire suppression system and its parts. - Our security system and its parts and hardware. - Our generator and its attendant parts, including but not limited to its fuel tank, pumping system and automatic transfer switch. - All our major power regulation and distribution systems, including but not limited to our uninterruptible power supply systems and power distribution units. - Our HVAC systems, including but not limited to all cooling units, drycoolers, motors and pumps. - Equipment racks and cabling equipment, including but not limited to any equipment racks and cable trays that may be bolted to the floor or elsewhere for seismic purposes, as well as patch panels, connectors and cabling fixtures. - Any major electrical systems and/or parts that are dedicated to our data center space, including but not limited to switchgear and transformers, located within the rentable area. 1