Right of First Refusal Agreement - Amazon.com Inc. and Kleiner, Perkins, Caulfield & Byers


                                AMAZON.COM, INC.
                        RIGHT OF FIRST REFUSAL AGREEMENT

         THIS AGREEMENT is made as of June 21, 1996, among Amazon.com, Inc., a
Delaware corporation (the 'Company'), and the undersigned holders of Series A
Preferred Stock of the Company (the 'Stockholders').

         WHEREAS, in connection with the Company's Series A Preferred Stock
financing, the Company has sold shares of its Series A Preferred Stock to the
Stockholders; and

         WHEREAS, the Stockholders have agreed to grant the Company a Right of
First Refusal with respect to all shares of the Company's Preferred Stock or
Common Stock owned by them or issued to them in the future with respect to such
shares in any stock dividend, stock split, reclassification or similar event
(the 'Shares').

         THEREFORE, the undersigned agree as follows:

         1.      Shares.  Upon closing of the Series A Preferred Stock
financing with the Company pursuant to which the Stockholders purchase shares
of the Company's Series A Preferred Stock, each Stockholder hereby severally
represents that it owns that number of shares of Preferred Stock set forth
opposite its name on Exhibit A to the Series A Preferred Stock Purchase
Agreement of even date herewith.

         2.      Company's Right of First Refusal.  Before any Shares held by a
Stockholder (a 'Selling Stockholder') or any transferee (either being sometimes
referred to herein as the 'Holder') may be sold or otherwise transferred
(including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the
terms and conditions set forth in this Section (the 'Right of First Refusal').

                 (a)      Notice of Proposed Transfer.  The Selling Stockholder
shall (a) deliver to the Company a written notice (the 'Notice') stating: (i)
the Selling Stockholder's bona fide intention to sell or otherwise transfer
such Shares; (ii) the name of each proposed purchaser or other transferee
('Proposed Transferee'); (iii) the number of Shares to be transferred to each
Proposed Transferee; (iv) the bona fide cash price or other consideration for
which the Selling Stockholder proposes to transfer the Shares (the 'Offered
Price'); and (v) the material terms and conditions of the proposed transfer
(the 'Offer Terms') and (b) offer the Shares at the Offered Price and on the
Offer Terms to the Company or its assignee(s).

                 (b)      Exercise of Right of First Refusal.  At any time
within 30 days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Selling Stockholder, elect to purchase
all, but not less than all, of the Shares proposed to be transferred to any one
or more of the Proposed Transferees, at the purchase price and on the terms
determined in accordance with subsection (c) below.

                 (c)      Purchase Price.  The purchase price ('Purchase
Price') for the Shares purchased by the Company or its assignee(s) under this
Section shall be the Offered Price, and the terms and conditions of the
transfer shall be identical in all material respects to the Offer Terms (the
'Terms').  If the Offered Price includes consideration other than cash the cash
equivalent value of the non-cash consideration SW be determined by the Board of
Directors of the Company in good faith.

                 (d)      Purchase Price.  Payment of the Purchase Price shall
be made, at the option of the Company or its assignee(s), in cash (by check),
by cancellation of all or a portion of any outstanding indebtedness of the
Selling Stockholder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof, in any case in
accordance with the Terms, within thirty (30) days after delivery of the
written notice by the Company as set forth in Section 2(b).

                 (e)      Selling Stockholder's Right to Transfer.  If all of
the Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as provided
in this Section, then the Selling Stockholder may sell or otherwise transfer
such Shares to that Proposed Transferred at the Offered Price or at a higher
price and on the Offer Terms, provided that such sale or other transfer is
consummated within sixty (60) days after the date of the Notice and provided
further that any such sale or other transfer is affected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section shall continue to apply to the Shares in the
hands of such Proposed Transferee.  If the Shares described in the Notice are
not transferred to the Proposed Transferee within such period, a new Notice
shall be given to the Company, and the Company and/or its assignees shall again
be offered the Right of First Refusal before any Shares held by the Selling
Stockholder may be sold or otherwise transferred.

                 (f)      Exception for Affiliate Transfers.  Anything to the
contrary contained in this Section notwithstanding, the transfer of any or all
of the Shares to an affiliate of the Stockholder (including limited partners of
the Stockholder) shall be exempt from the provisions of this Section.  In such
case, the transferee or other recipient shall receive and hold the Shares so
transferred subject to the provisions of this Agreement, and there shall be no
further transfer of such Shares except in accordance with the terms of this
Agreement.

                 (g)      Termination of Right of First Refusal.  The Right of
First Refusal shall terminate as to any Shares immediately after the first sale
of Common Stock of the Company to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange
Commission under the 1933 Act, as amended.

                 (h)      Assignment of Right of First Refusal.  The Right of
First Refusal shall be freely assignable by the Company at any time.



                                      -2-

         3.      General Provisions.

                 (a)      This Agreement shall be governed by the laws of the
State of Washington as they apply to contacts entered into and wholly to be
performed in such state.  This Agreement represents the entire agreement
between the parties with respect to the Company's Right of First Refusal and
may only be modified or amended in writing signed by both parties.

                 (b)      Any notice, demand or request required or permitted
to be given by either the Company or the Purchase pursuant to the terms of this
Agreement shall be in writing and shall be deemed given (i) when delivered
personally, (ii) five days after it is deposited in the U.S. mail, First Class
with postage prepaid, or (iii) one day after deposit (prepaid) with a
nationally recognized overnight courier, and addressed to the parties at the
addresses of the parties set forth in the Series A Preferred Stock Purchase
Agreement or such other address as a party may request by notifying the other
in writing.

                 (c)      Either party's failure to enforce any provision or
provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, nor prevent that party thereafter from
enforcing each and every other provision of this Agreement.  The rights granted
both parties herein are cumulative and shall not constitute a waiver of either
party's right to assert all other legal remedies available to it under the
circumstances.

                 (d)      The parties acknowledge that money damages may not be
an adequate remedy for violations of this Agreement and that any party may, in
its sole discretion, apply to a court of competent jurisdiction for specific
performance or injunctive or such other relief as such court may deem just and
proper to enforce this Agreement or to prevent any violation hereof and, to the
extent permitted by applicable law, each party waives any objection to the
imposition of such relief in appropriate circumstances.

                 (e)      This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                 (f)      Each party to this Agreement represents that such
party has duly authorized, executed and delivered this Agreement and that this
Agreement is a valid and binding obligation of such party, enforceable against
such party in accordance with its terms.

                 (g)      All certificates representing any Shares subject to
the provisions of this Agreement shall have endorsed thereon an appropriate
legend referencing the restrictions imposed by this Agreement.





                                      -3-

                                                                    



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                        COMPANY

                                        AMAZON.COM, INC.



                                        By: /s/ Jeff P. Bezos
                                           -----------------------------------
                                           Jeffrey P. Bezos, President and
                                           Chief Executive Officer





         [SIGNATURE PAGE FOR RIGHT OF FIRST OFFER AGREEMENT]






                                                                    



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


SERIES A PREFERRED STOCKHOLDERS:

KLEINER, PERKINS, CAUFIELD & BYERS VIII


By: /s/  L. John Doerr
   -------------------------------------
General Partner of KPCB VIII
Associates, the General Partner of
Kleiner, Perkins, Caulfield & Byers VIII
KPCB INFORMATION SCIENCES
   ZAIBATSU FUND II

By: /s/  L. John Doerr
   -------------------------------------
General Partner of KPCB VIII
Associates, the General Partner of
Kleiner, Perkins, Caulfield & Byers VIII





         [SIGNATURE PAGE FOR RIGHT OF FIRST OFFER AGREEMENT]