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Employment Agreement - Inc. and Mark Britto

                          [LETTERHEAD OF AMAZON.COM]

July 27, 2000

Mark Britto
1200 12th Avenue South
Suite 1200
Seattle, WA 98144

Re: Promotion

Dear Mark:

I am very pleased that you have decided to accept a position as Senior Vice 
President responsible for marketing and cross-site merchandising.  As you know, 
we have tremendous challenge and opportunity ahead of us, and I truly appreciate
the integral role that you play in our efforts.

Your new base salary, beginning with your paycheck for July 2000, will be 
$150,000 annually. also will pay you a bonus in the amount of 
$2,500,000 (Two Million Five Hundred Thousand Dollars).  This bonus will be paid
in equal monthly installments over a thirty-month period beginning with your 
paycheck for July 2000 and will be subject to standard payroll practices and 
applicable withholding taxes.  If your employment with terminates for
any reason prior to payment of the full bonus, you will forfeit all remaining 



/s/ Jeff Bezos

Jeff Bezos
Chief Executive Officer

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