Shareholders Voting Agreement


                                AMAZON.COM, INC.

                                VOTING AGREEMENT

         This Shareholders Agreement (this 'Agreement') is made as of June 21,
1996 by and among Amazon.com, Inc., a Delaware corporation (the 'Company'),
Jeffrey P. Bezos (the 'Founder') and the Investors listed on the signature
pages of this Agreement (the 'Investors').  The Founder and the Investors are
collectively referred to herein as the 'Shareholders.'

                                    RECITALS

         A.      The Founder is the holder of 1,700,000 shares of common stock,
$.01 par value per share, of the Company (excluding any such common stock which
may be issued upon conversion of Series A Stock (as defined below), 'Common
Stock').

         B.      Simultaneously herewith, the Company and the Investors are
entering into a Series A Preferred Stock Purchase Agreement (the 'Series A
Agreement') pursuant to which the Company is issuing and the Investors are
purchasing, in the amounts set forth in Exhibit A to the Series A Agreement, an
aggregate of 569,396 shares of the Company's Series A Preferred Stock, $.01 par
value per share (including the shares of Common Stock issuable upon conversion
thereof, the 'Series A Stock').

         C.      It is a condition to the obligations of the Investors under
the Series A Agreement that this Agreement be executed by the parties hereto,
and the parties are willing to execute, and to be bound by the provisions of,
this Agreement.

                                   AGREEMENT

         In consideration of the foregoing and the agreements set forth below,
the parties hereby agree as follows:

1.       ELECTION OF DIRECTORS

         1.1     VOTING OF SHARES

         In elections of directors of the Company and during the term of this
Agreement, the Shareholders shall vote all shares of the capital stock of the
Company owned by them, or as to which they have voting power, for the
candidates designated pursuant to the provisions of this Agreement.





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         1.2     NUMBER OF DIRECTORS

         The Board of Directors shall consist of such number of directors,
which shall not be less than five, as may be determined in accordance with the
Bylaws of the Company.  The parties agree that the Board of Directors shall
consist of five directors until such time as the number of directors may be
increased above such number in accordance with such Bylaws.  The parties shall
use their best efforts to permit no amendment of the Bylaws of the Company that
would reduce the number of directors constituting the Board of Directors below
five or that otherwise would conflict with the terms of this Agreement.

         1.3     DESIGNATED DIRECTORS

         In elections of Directors of the Company, the Shareholders shall vote
for the candidates designated pursuant to this Section 1.3:

         (a)     One candidate for the Board of Directors shall be designated
by the holders of Series A Stock (the 'Series A Director').

         (b)     Two candidates for the Board of Directors shall be designated
by the holders of Common Stock ('Common Stock Directors').

         (c)     Two candidates for the Board of Directors shall be designated
by the holders of Series A Stock and Common Stock voting together as a single
class.

         The holders of Series A Stock initially designate L. John Doerr as the
Series A Director, and the Founder, as the holder of a majority of the
outstanding shares of Common Stock and on behalf of all holders of Common
Stock, initially designates Jeffrey P. Bezos and Tom A. Alberg as the Common
Stock Directors.

         In the event that the number of directors constituting the Board of
Directors is increased above five, the provisions of this Agreement shall
continue with respect to five of the total number of directors, with the
remaining directors being elected in such manner as may be provided by law or
in the Certificate of Incorporation or Bylaws of the Company or pursuant to any
agreement entered into in connection with such increase.

         1.4     VOTING AMONG SHAREHOLDERS

         Whenever the holders of Series A Stock or the holders of Common Stock
shall be entitled to designate a candidate or candidates to the Board of
Directors, the designating group shall choose such candidate or candidates by a
majority vote among the members of that group based on the number of
outstanding voting securities held





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by the members of that group; provided, however, that if shares are held and
voted by members of a group in such proportion that no majority vote is
obtained, then the candidates with the greatest number of votes shall be deemed
chosen (up to the number of candidates to be selected by such group).  The
candidate(s) so chosen shall be the designated candidate(s) for that group and
the Shareholders agree to vote for such individuals.  No director shall be
removed except by the affirmative vote of the group entitled to elect such
director, and no director may be so removed if the votes cast against such
director's removal would be sufficient (assuming that each of such group's
designated directors were being chosen) to designate such director for the
group.  The manner of obtaining such vote shall be determined by the holders of
securities of such group, and the Company shall be entitled to rely on a
certificate from any holder of such group as to the validity of the action of
such group.

         1.5     REMOVAL OF DIRECTORS AND VACANCIES

         Directors may be removed at any time with or without cause, provided
that no Shareholder shall vote for the removal of a director nominated and
elected pursuant to this Agreement, and no such vote shall be effective, unless
the parties who nominated such director, voting among themselves in accordance
with Section 1.4, shall so specify.  If such parties do so specify the removal
of a director, the Shareholders agree to vote all shares of capital stock of
the Company owned by them, or as to which they have voting power, for the
removal of such director.  If a vacancy occurs on the Board of Directors, the
remaining directors shall immediately elect the nominee of the group that
nominated the departing director.  If the remaining directors fail for any
reason to elect such nominee, the Company or the Shareholders shall cause a
shareholders' meeting to be held at the earliest practicable date, at which
meeting the Shareholders shall vote, pursuant to this Agreement, all shares of
capital stock of the Company owned by them, or as to which they have voting
power, for such nominee.

2.       ADDITIONAL SHARES OF STOCK

         In the event additional shares of voting capital stock of the Company
are, at any time during the term of this Agreement, issued to a Shareholder,
such additional shares of voting capital stock shall automatically become
subject to the terms and provisions of this Agreement and shall be voted in
accordance herewith.

3.       TERMINATION

         This Agreement shall terminate in its entirety upon the earliest to
occur of (a) immediately prior to the closing of an initial public offering of
the Company's common stock registered under the Securities Act of 1933, as
amended, (b) any merger, sale of assets, consolidation, reorganization or other
sale of the Company as a result of which securities representing a majority of
the voting power of the Company





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are held by persons or entities that held less than a majority voting interest
in the Company prior to such transaction, (c) the liquidation, dissolution or
indefinite cessation of the business operations of the Company, (d) the
execution by the Company of a general assignment for the benefit of creditors,
the appointment of a receiver or trustee to take possession of the property and
assets of the Company, or the filing of a petition under applicable bankruptcy
laws with respect to the Company, and (e) the seventh anniversary of the date
of this Agreement.

4.       AUTHORIZATION

         Each party hereto represents that this Agreement has been duly
authorized, executed and delivered by such party and constitutes a valid and
binding obligation of such party, enforceable against such party in accordance
with its terms.

5.       SUCCESSORS

         The provisions of this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of the parties hereto.

6.       COUNTERPARTS

         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.

7.       AMENDMENT

         This Agreement shall not be subject to modification or amendment in
any respect, except by an instrument in writing signed by the Company and each
of the Shareholders.

8.       GOVERNING LAW

         This Agreement is entered into pursuant to and in accordance with the
provisions of Section 218 of the Delaware General Corporation Law.  All
disputes hereunder shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware, without regard to
principles of conflict of laws.

9.       SPECIFIC PERFORMANCE

         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





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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.

10.      NOTICES

         All notices, demands or other communications desired or required to be
given by any party to any other party hereto shall be in writing and shall be
deemed effectively given upon (a) personal delivery to the party to be
notified, (b) upon confirmation of receipt of telecopy or other electronic
facsimile transmission, (c) one business day after deposit with a reputable
overnight courier, prepaid for priority overnight delivery and addressed as set
forth in (d), or (d) five days after deposit with the United States Post
Office, postage prepaid, and addressed as follows: (i) if to the Founder, to
Jeffrey P. Bezos, c/o Amazon.com, Inc., at the address and facsimile number of
the Company''s then current executive offices; (ii) if to the Investors, c/o
Kleiner, Perkins Caufield and Byers, 2750 Sand Hill Road, Menlo Park, CA 94025,
facsimile number (415) __________; or (iii) to such other addresses and to the
attention of such other individuals as any party shall have designated to the
other parties by notice given in the foregoing manner.

11.      SEVERABILITY

         If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provisions shall be excluded from this
Agreement and the balance of this Agreement shall be interpreted as if such
provisions were so excluded and shall be enforceable in accordance with its
terms.

12.      ENTIRE AGREEMENT

         This Agreement constitutes the full and entire understanding and
agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof.





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

                                    AMAZON.COM, INC.


                                    By: Jeff P. Bezos
                                        ---------------------------------
                                    Title: President and Chief Executive Officer
                                           -------------------------------------

                                    FOUNDER:



                                    Jeff P. Bezos
                                    --------------------------------------------
                                    Jeffrey P. Bezos

                                    INVESTORS:

                                    KLEINER, PERKINS, CAUFIELD & BYERS,
                                    VIII


                                    By
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                                    Title
                                         ---------------------------------------

                                    KPCB INFORMATION SCIENCES FUND, II


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

INVESTORS:

KLEINER, PERKINS, CAUFIELD & BYERS, VIII

By  L. John Doerr                         
  -------------------------------------
General Partner of KPCB VIII
Associates, the General Partner of
Kleiner, Perkins, Caufield & Byers VIII

KPCB INFORMATION SCIENCES
  ZAIBATSU FUND, II


By  L. John Doerr                         
  -------------------------------------
General Partner of KPCB VIII
Associates, the General Partner of
Kleiner, Perkins, Caufield & Byers VIII