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Right of First Refusal Agreement - Inc. and Scott Cook

                                AMAZON.COM, INC.

                        RIGHT OF FIRST REFUSAL AGREEMENT

         THIS RIGHT OF FIRST REFUSAL AGREEMENT (this 'Agreement') is made as of
January 31, 1997, between, Inc., a Delaware corporation (the
'Company'), and Scott Cook (the 'Investor') .

         WHEREAS, the Investor is acquiring concurrently with the execution and
delivery of this Agreement 2,500 shares of the Company's Series A Preferred
Stock, par value $.01 per share (the 'Series A Preferred Stock'), at a purchase
price of $40.00 per share; and

         WHEREAS, as a condition to the issuance to the Investor of such shares
of the Series A Preferred Stock, the Investor has agreed to grant the Company a
right of first refusal with respect to such shares of the Series A Preferred
Stock and all shares of the common stock, preferred stock, and all other
securities of the Company which may be issued to the Investor in exchange for or
in respect of such shares of the Series A Preferred Stock in any stock dividend,
stock split, reclassification or similar event (together, the 'Shares').

         THEREFORE, the undersigned agree as follows:


         Before any Shares held by the Investor or any transferee of the
Investor (either being sometimes referred to herein as the 'Selling
Stockholder') 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 (the '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 transferee 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 shall be determined by the Board of Directors of
the Company in good faith.

                  (d) Payment. 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 Transferee 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 effected 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 Certain Transfers. Anything to the contrary
contained in this Section notwithstanding, (i) the transfer of any or all of the
Shares for no consideration by way of a gift to the spouse of the Selling
Stockholder or to his or her lineal descendants, or to trusts for the benefit of
his or her spouse or lineal descendants and (ii) the transfer of any or all of
the Shares to the Company shall be exempt from the provisions of this Section
if, in such case, the transferee, and the


transferee's spouse, if any, shall receive and hold any and all Shares so
transferred subject to the provisions of this Agreement and subject to the
obligations of the Investor hereunder, and shall, upon request by the Company
execute, prior to the transfer to such transferee, an Endorsement in the form
attached hereto as Exhibit A.

                  (g) Termination of Right of First Refusal. The Right of First
Refusal shall terminate as to any Shares immediately after the first sale of the
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 Securities Act of 1933, 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.       GENERAL PROVISIONS

                  (a) This Agreement shall be governed by the laws of the State
of Washington as they apply to contracts 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 Selling Stockholder 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, certified
with return receipt requested and with postage prepaid, or (iii) one day after
deposit (prepaid) with a nationally recognized overnight courier, and addressed
to the party being notified at his or its address specified on the applicable
signature page hereto or such other address which the addressee may subsequently
notify the other party 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

                  (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.


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


                                           AMAZON.COM, INC.

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


                                           1516 Second Avenue, 4th Floor
                                           Seattle, Washington  90101


                                               Scott D. Cook
                                           Scott Cook


                                              P.O. Box 7850, M/S 2475
                                              Mountain View CA  94039-7850


                                AMAZON.COM, INC.

                        RIGHT OF FIRST REFUSAL AGREEMENT

                                CONSENT OF SPOUSE

         I Helen Signe Ostby , the spouse of Scott Cook, have read and approve
the foregoing Right of First Refusal Agreement (the 'Agreement'). In
consideration of the terms and conditions as set forth in the Agreement, I
hereby appoint my spouse as my attorney-in-fact with respect to the exercise of
any rights and obligations under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights or obligations in
the Agreement or any shares issued pursuant thereto under the community property
laws of the state of California, similar laws relating to marital property in
effect in the state of our residence as of the date of the Agreement or

                                     Date:   January 31, 1997

                                             Scott D. Cook       H. S. Ostby

                                             H. S. Ostby
                                             (Printed Name)


                                    EXHIBIT A

                                AMAZON.COM, INC.

                        RIGHT OF FIRST REFUSAL AGREEMENT


         The undersigned, a stockholder of, Inc., a Delaware
corporation (the 'Company'), and his or her spouse hereby agree to the terms and
conditions of the Right of First Refusal Agreement dated as of January ___, 1997
(the 'Agreement') originally entered into by and between the Company and Scott
Cook and acknowledge receipt of a copy of the Agreement and agree to be bound by
the obligations applicable to the Investor under the Agreement to the same
extent as if the undersigned were the Investor thereunder.


--------------------------                  --------------------------
(Signature of Stockholder)                  (Signature of Spouse)

--------------------------                  --------------------------
(Printed Name)                              (Printed Name)






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