{"id":41746,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/549-south-dawson-street-seattle-wa-lease-agreement-pacific.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"549-south-dawson-street-seattle-wa-lease-agreement-pacific","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/549-south-dawson-street-seattle-wa-lease-agreement-pacific.html","title":{"rendered":"549 South Dawson Street (Seattle, WA) Lease Agreement &#8211; Pacific Northwest Group A and Amazon.com Inc."},"content":{"rendered":"<pre>\n\n\n\n                            BASIC LEASE INFORMATION\n\nLease Date:                       September 30, 1996\n\nLandlord:                         PACIFIC NORTHWEST GROUP A, a joint venture\n\nAddress of Landlord:              P.O. Box 80326\n                                  5601 Sixth Avenue South\n                                  Seattle, Washington  98108\n\nTenant:                           AMAZON.COM, Inc.,\n                                  a Delaware corporation\n\nPremises:                         549 South Dawson Street\n                                  Seattle, Washington  98108\n\n         'Premises' approximately 50,420 square feet in Building U of\napproximately 93,020 square feet (computed from measurements to the exterior of\noutside walls of the building and to the center of interior walls), such\npremises being shown and outlined in red on the plan attached hereto as Exhibit\nA, and being part of the real property described in Exhibit B attached hereto.\n\n         Lease Term:  Commencing on the 'Commencement Date' as hereinafter\ndefined and ending 36 months thereafter except that in the event the\nCommencement Date is a date other than the first day of a calendar month, said\nterm shall extend for said number of months in addition to the remainder of the\ncalendar month following the Commencement Date.\n\nScheduled Term Commencement Date:        November 1, 1996\n\nMonthly Base Rent:                                                    $18,152.00\n\nSecurity Deposit:                                                     $24,817.00\n\nTenant's Initial Monthly Escrow Payment for Taxes and Other Charges:  $ 2,113.00\n\nTenant's Initial Monthly Common Area Maintenance Charge:              $ 2,244.00\n\nTenant's Initial Monthly Insurance Escrow Payment:                    $   292.00\n\nTenant's Initial Monthly Payment Total:                               $22,801.00\n\n         The foregoing Basic Lease Information is hereby incorporated into and\nmade a part of this Lease.  Each reference in this Lease to any of the Basic\nLease Information shall mean the respective information herein above set forth\nand shall be construed to incorporate all of the\n\nterms provided under the particular Lease paragraph pertaining to such\ninformation.  In the event of any conflict between any Basic Lease Information\nand the Lease, the former shall control.\n\n\n\n\n\n                                      -2-\n\n                                LEASE AGREEMENT\n\n         THIS LEASE AGREEMENT, made and entered into by and between PACIFIC\nNORTHWEST GROUP A, hereinafter referred to as 'Landlord', and AMAZON.COM, INC.,\na Delaware corporation, hereinafter referred to as 'Tenant';\n\n                              W I T N E S S E T H\n\n1.       PREMISES AND TERM.\n\n         A.      In consideration of the obligation of Tenant to pay rental as\nherein provided, and in consideration of the other terms, provisions and\ncovenants hereof, Landlord hereby demises and Leases to Tenant, and Tenant\nhereby takes and leases from Landlord those certain Premises as outlined in red\non Exhibit 'A' attached hereto (hereinafter referred to as the 'Premises') and\nincorporated herein by reference, together with all rights, privileges,\neasements, appurtenances, and amenities belonging to or in any way appertaining\nto the Premises and together with the buildings and other improvements situated\nor to be situated upon land described in Exhibit 'B' attached hereto.\n\n         B.      TO HAVE AND TO HOLD the same for a term commencing on the\n'Commencement Date', as hereinafter defined, and ending thereafter as specified\nin the Basic Lease Information, attached hereto, (the 'Lease Term'), provided,\nhowever, that, in the event the 'Commencement Date' is a date other than the\nfirst day of a calendar month, said term shall extend for said number of months\nin addition to the remainder of the calendar month following the 'Commencement\nDate'.\n\n         C.      The 'Commencement Date' shall be the Scheduled Term\nCommencement Date shown in the Basic Lease Information, attached hereto and\nincorporated herein by reference, or the date upon which the Premises shall have\nbeen substantially completed in accordance with Section 30 of this Lease,\nwhichever is earlier.  If the Premises shall not have been substantially\ncompleted as aforesaid by the Scheduled Term Commencement Date, Tenant's\nobligations to pay rent and its other obligations for payment under this Lease\nshall commence on the date the Premises are substantially completed as\naforesaid, and Landlord shall not be liable to Tenant for any loss or damage\nresulting from such delay.  Landlord shall notify Tenant in writing as soon as\nLandlord deems the Premises to be substantially completed and ready for\noccupancy.  In the event that the Premises have not in fact been substantially\ncompleted as aforesaid, Tenant shall notify Landlord of its objections.\nLandlord shall have a reasonable time after delivery of such notice in which to\ntake such corrective action as may be necessary, and shall notify Tenant in\nwriting as soon as it deems such corrective action has been completed so that\nthe Premises are substantially completed and ready for occupancy.  The taking of\npossession by Tenant shall be deemed conclusively to establish that the \nPremises \n\n\n\n\n                                      -3-\n\nhave been substantially completed in accordance with the plans and\nspecifications and that the Premises are in good and satisfactory condition, as\nof when possession was so taken, except as specifically identified in writing.\nTenant shall have no more than five (5) days after taking possession to develop\na list in writing of such conditions of the Premises which are not in good and\nsatisfactory condition. Tenant acknowledges that no representations as to the\nrepair of the Premises have been made by Landlord, unless such are expressly set\nforth in this Lease. After the Commencement Date, Tenant shall, upon demand,\nexecute and deliver to Landlord a letter of acceptance of delivery of the\nPremises, specifying the Commencement Date and the rent commencement date, in\nrecordable form.  In the event of any dispute as to the substantial completion\nor work performed or required to be performed by Landlord, the certificate of\nLandlord's architect or general contractor shall be conclusive.\n\n2.       BASE RENT AND SECURITY DEPOSIT.\n\n         A.      Tenant agrees to pay to Landlord Base Rent for the Premises,\nin advance, without demand, deduction or set off, for the entire Lease Term\nhereof at the rate specified in the Basic Lease Information, payable in monthly\ninstallments.  One such monthly installment shall be due and payable on the\ndate hereof and a like monthly installment shall be due and payable on or\nbefore the first day of each calendar month succeeding the Commencement Date\nrecited above during the Lease Term, except that the rental payment for any\nfractional calendar month at the commencement or end of the Lease period shall\nbe prorated on the basis of a 30-day month.\n\n         B.      In addition, Tenant agrees to deposit with Landlord on the\ndate hereof a security deposit in the amount specified in the Basic Lease\nInformation, which sum shall be held by Landlord, without obligation for\ninterest, as security for the performance of Tenant's covenants and obligations\nunder this Lease, it being expressly understood and agreed that such deposit is\nnot an advance rental deposit, not the last month's rent nor a measure of\nLandlord's damages in the event of Tenant's default.  Upon the occurrence of\nany event of default by Tenant, Landlord may, from time to time, without\nprejudice to any other remedy provided herein or provided by law, use such\ndeposit to the extent necessary to make good any arrears of rent or other\npayments due Landlord hereunder, and any other damage, injury, expense or\nliability caused by such event of default; or to perform any obligation\nrequired of Tenant under the Lease; and Tenant shall pay to Landlord on demand\nthe amount so applied in order to restore the security deposit to its original\namount.  Although the security deposit shall be deemed the property of\nLandlord, any remaining balance of such deposit shall be returned by Landlord\nto Tenant at such time after termination of this Lease that all of Tenant's\nobligations under this Lease have been fulfilled, but in any case no later than\nforty-five (45) days after Tenant obligations under this Lease have been\nfulfilled.\n\n3.       USE.\n\n                 The Premises shall be used only for the purpose of general\noffice mail-order retail, receiving, storing, shipping, assembly, light\nmanufacturing, and selling (other than\n\n\n\n\n\n                                      -4-\n\nretail) products, materials and merchandise made and\/or distributed by Tenant\nand for such other lawful purposes as may be incidental thereto.  Outside\nstorage, including without limitation, trucks and other vehicles, is prohibited\nwithout Landlord's prior written consent.  Landlord consents to Tenant storing\nup to five (5) cars or trucks in the parking area provided such cars or trucks\nare licensed and operable.  Tenant shall at its own cost and expense obtain any\nand all licenses and permits necessary for its use of the Premises.  Tenant\nshall comply with all governmental laws, ordinances and regulations applicable\nto the use of the Premises, and shall promptly comply with all governmental\norders and directives including but not limited to those regarding the\ncorrection, prevention and abatement of nuisances in or upon, or connected\nwith, the Premises, except for certificates of occupancy, all at Tenant's sole\nexpense.  Tenant shall not permit any objectionable or unpleasant odors, smoke,\ndust, gas, noise or vibrations to emanate from the Premises, nor take any other\naction which would constitute a nuisance or would disturb or endanger any other\ntenants of the building in which the Premises are situated or unreasonably\ninterfere with their use of their respective Premises.  In addition to any\nother remedies Landlord may have for a breach by Tenant of the terms of this\nSection 3, Landlord shall have the right to have Tenant evicted from the\nPremises.  Without Landlord's prior written consent, Tenant shall not receive,\nstore or otherwise handle any product, material or merchandise which is\nexplosive or highly inflammable.  Tenant will not permit the Premises to be\nused for any purpose or in any manner (including without limitation any method\nof storage) which would render the insurance thereon void or the insurance risk\nmore hazardous or cause the State Board of Insurance or other insurance\nauthority to disallow any sprinkler credits.  In the event Tenant's use of\nPremises shall result in an increase in insurance premiums, Tenant shall be\nsolely responsible for said increase.\n\n4.       TAXES AND OTHER CHARGES.\n\n         A.      Tenant agrees to pay its proportionate share of any and all\nreal and personal property taxes, regular and special assessments, license fees\nand other charges of any kind and nature whatsoever, payable by Landlord as a\nresult of any public or quasi-public authority, private party, or owner's\nassociation levy, assessment or imposition against, or arising out of\nLandlord's ownership of or interest in, the real estate described in Exhibit\n'B' attached hereto, together with the building and the grounds, parking areas,\ndriveways, roads, and alleys around the building in which the Premises are\nlocated, or any part thereof (hereinafter collectively referred to as the\n'Charges').  During each month of the Lease Term, Tenant shall make a monthly\nescrow deposit with Landlord (the 'Escrow Payment') equal to 1\/12 of its\nproportionate share of the Charges which will be due and payable to that\nparticular calendar year.  Tenant authorizes Landlord to use the funds\ndeposited by Tenant with Landlord under this Paragraph 4 to pay the Charges.\nEach Escrow Payment shall be due and payable, as additional rent, at the same\ntime and in the same manner as the payment of monthly rental as provided\nherein.  The amount of the initial monthly Escrow Payment will be specified in\nthe Basic Lease Information.  The Initial Escrow Payment is based upon Tenant's\nproportionate share of the estimated Charges for the year in question, and the\nmonthly Escrow Payment is subject to increase or decrease as determined by\nLandlord to reflect an accurate escrow of Tenant's estimated proportionate\nshare of the Charges.  The Escrow Payment account of\n\n\n\n\n\n                                      -5-\n\nTenant shall be reconciled annually.  If the Tenant's total Escrow Payments are\nless than Tenant's actual pro rata share of the Charges, Tenant shall pay to\nLandlord upon demand the difference; if the Tenant's total Escrow Payments are\nmore than Tenant's actual pro rata share of the Charges, Landlord shall retain\nsuch excess and credit it to Tenant's Escrow Payment account for the successive\nyear's Charges.  Tenant's proportionate share of the Charges shall be computed\nby multiplying the Charges by a fraction, the numerator of which shall be the\nnumber of gross leaseable square feet of floor space in the Premises and the\ndenominator of which shall be the total applicable gross leaseable square\nfootage or such other equitable apportionment as may be adopted.\n\n         B.      If Tenant should fail to pay any Escrow Payments required to\nbe paid by Tenant hereunder, in addition to any other remedies provided herein,\nLandlord may, if it so elects, pay such Escrow Payments or taxes, assessments,\nlicense fees and other charges.  Any sums so paid by Landlord shall be deemed\nto be so much additional rental owing by Tenant to Landlord and due and payable\nupon demand as additional rental plus interest at the rate of eighteen percent\n(18%) per annum from the date of payment by Landlord until repaid by Tenant.\n\n         C.      (1)      If at any time during the Lease Term, the present\nmethod of taxation shall be changed so that in lieu of the whole or any part of\nany taxes, assessments, fees or charges levied, assessed or imposed on real\nestate and the improvements thereon, there shall be levied, assessed or imposed\non Landlord a capital levy or other tax directly on the rents received\ntherefrom and\/or a franchise tax, assessment, levy or charge measured by or\nbased, in whole on in part, upon such rents or the present or any future\nbuilding or buildings, then all such taxes, assessments, fees or charges, or\nthe part thereof so measured or based, shall be deemed to be included within\nthe term 'Charges' for the purposes hereof.\n\n                 (2)      Tenant may, alone or along with other tenants of the\nbuilding containing the Premises, at its sole cost and expense, in its or their\nown name(s) dispute and contest any Charges by appropriate proceedings\ndiligently conducted in good faith, but only after Tenant and all other\ntenants, if any, joining with Tenant in such contest have deposited with\nLandlord the amount so contested and unpaid or their proportionate shares\nthereof as the case may be, which shall be held by Landlord without obligation\nfor interest until the termination of the proceedings, at which time the\namount(s) deposited shall be applied by Landlord toward the payment of the\nitems held valid (plus any court costs, interest, penalties and other\nliabilities associated with the proceedings), and Tenant's share of any excess\nshall be returned to Tenant.  Tenant further agrees to pay to Landlord upon\ndemand Tenant's share (as among all Tenants who participated in the contest) of\nall court costs, interest, penalties and other liabilities relating to such\nproceedings.  Tenant hereby indemnifies and agrees to hold harmless the\nLandlord from and against any cost, damage or expense (including attorney's\nfees) in connection with any such proceedings.\n\n                 (3)      Any payment to be made pursuant to this Paragraph 4\nwith respect to the calendar year in which this Lease commences or terminates\nshall bear the same ratio to the\n\n\n\n\n\n                                      -6-\n\npayment which would be required to be made for the full calendar year as that\npart of such calendar year covered by the Lease Term bears to a full calendar\nyear.\n\n         D.      Tenant shall be liable for all taxes levied against personal\nproperty and trade fixtures placed by Tenant in the Premises.  If any such\ntaxes are levied against Landlord or Landlord's property and if Landlord elects\nto pay the same or if the assessed value of Landlord's property is increased by\ninclusion of personal property and trade fixtures placed by Tenant in the\nPremises and Landlord elects to pay the taxes based on such increase, Tenant\nshall pay to Landlord upon demand that part of such taxes for which Tenant is\nprimarily liable hereunder.\n\n5.       TENANT'S MAINTENANCE.\n\n         A.      Tenant shall at its own cost and expense keep and maintain all\nparts of the Premises (except those for which Landlord is expressly responsible\nunder the terms of this Lease) in good condition, promptly making all necessary\nrepair and replacements, including but not limited to, windows, glass and plate\nglass, doors, any special office entry, interior walls and finish work, floor\nand floor covering, downspouts, gutters, heating and air conditioning systems,\ndock boards, truck doors, dock bumpers, plumbing work and fixtures, termite and\npest extermination, regular removal of trash and debris, keeping the parking\nareas, driveways, alleys and the whole of the Premises in a clean and sanitary\ncondition.  Tenant shall not be obligated to repair any damage caused by fire,\ntornado, earthquake, flood or other casualty except in the event the damage is\ncaused by Tenant and not covered by Paragraph 13(C) below, except that Tenant\nshall be obligated to repair all wind damage to glass except with respect to\ntornado or hurricane damage.\n\n         B.      Tenant shall not damage any demising wall or disturb the\nintegrity and support provided by any demising wall and shall, at its sole cost\nand expense, promptly repair any damage or injury to any demising wall caused\nby Tenant or its employees, agents, licensees or invitees.\n\n         C.      Tenant and its employees, customers and licensees shall have\nthe right to use the parking areas, if any, as may be designated by Landlord in\nwriting, subject to such reasonable rules and regulations as Landlord may from\ntime to time prescribe and subject to rights of ingress and egress of other\ntenants.  Landlord shall not be responsible for enforcing Tenant's exclusive\nparking rights against any third parties.  If Tenant or any other particular\ntenant of the building can be clearly identified as being responsible for\nobstructions or stoppage of a common sanitary sewage line, then Tenant, if\nTenant is responsible, or such other responsible Tenant, shall pay the entire\ncost thereof, upon demand, as additional rent.\n\n         D.      Tenant shall, at its own cost and expense, enter into a\nregularly scheduled preventive maintenance\/service contract with a maintenance\ncontractor for servicing all heating and air conditioning systems and equipment\nwithin the Premises.\n\n\n\n\n\n                                      -7-\n\n6.       LANDLORD'S REPAIRS.\n\n         After reasonable notice from Tenant, Landlord shall maintain and\nrepair the roof, exterior walls and foundations, and the cost thereof shall be\nshared as provided in paragraph 7.  Tenant shall repair and pay for any damage\nto such items to be maintained by Landlord caused by any act, omission or\nnegligence of Tenant, or Tenant's employees, agents, licensees or invitees, or\ncaused by Tenant's default hereunder.  The term 'walls' as used herein shall\nnot include windows, glass or plate glass, doors, special store fronts or\noffice entries.  Tenant shall promptly give Landlord written notice of defect\nor need for repairs.  If the nature of the defect is such that the repair can\nreasonably be completed within thirty (30) days, the Landlord shall do so.  If\nthe nature of the defect is such that a longer period is required to complete\nthe repair, the Landlord shall commence the repair within thirty (30) days and\nshall use reasonable efforts thereafter to complete the repair.  Landlord's\nability with respect to any defects, repairs or maintenance for which Landlord\nis responsible under any of the provisions of this Lease shall be limited to\nthe cost of such repairs or maintenance or the curing of such defect.\n\n7.       MONTHLY COMMON AREA MAINTENANCE CHARGE.\n\n         Tenant agrees to pay as an additional charge each month for its\nproportionate share of the cost of operation and maintenance of the Common Area\nwhich shall be defined from time to time by Landlord.  Common Area costs which\nmay be incurred by Landlord at its discretion, shall include, but not limited\nto those costs incurred for lighting, water, sewage, trash removal, exterior\npainting, exterior window cleaning, sweeping, management, accounting, policing,\ninspecting, sewer lines, plumbing, paving, landscape maintenance, plant\nmaterial replacement and other like charges, and Landlord's fee for supervision\nand administration of the items set forth in this paragraph, currently at 10%.\nLandlord shall maintain the Common Areas in reasonably good condition and\nrepair.  The proportionate share to be paid by Tenant of the cost of operation\nand maintenance of the Common Area shall be computed on the ratio that the\ngross leaseable square feet of the Premises bears to the total applicable gross\nleaseable square footage or such other equitable apportionment as may be\nadopted.  Landlord shall make monthly or other periodic charges based upon the\nestimated annual cost of operation and maintenance of the Common Area, payable\nin advance but subject to adjustment after the end of the year on the basis of\nthe actual cost for such year.  Any such periodic charges shall be due and\npayable upon delivery of notice thereof.  The Initial Common Area Maintenance\nCharge, subject to adjustment as provided herein, shall be due and payable, as\nadditional rent, at the same time and in the same manner as the time and manner\nof the payment of monthly rental as provided herein.  The amount of the initial\nmonthly Common Area Maintenance Charge shall be as specified in the Basic Lease\nInformation.\n\n\n\n\n\n                                      -8-\n\n8.       ALTERATIONS.\n\n         Tenant shall not make any alterations, additions or improvements to\nthe Premises (including but not limited to roof and wall penetrations) without\nthe prior written consent of Landlord.  Tenant may, without the consent of\nLandlord, but as its own cost and expense and in a good workmanlike manner\nerect such shelves, bins, machinery and trade fixtures as it may deem\nadvisable, without altering the basic character of the building or improvements\nand without overloading or damaging such building or improvements, and in each\ncase complying with all applicable governmental laws, ordinances, regulations\nand other requirements.  All alterations, additions, improvements and\npartitions erected by Tenant shall be and remain the property of Tenant during\nthe Term of this Lease and Tenant shall, unless Landlord otherwise elects as\nhereinafter provided, remove all alterations, additions, improvements and\npartitions that are not trade fixtures erected by Tenant and restore the\nPremises to their original condition by the date of termination of this Lease\nor upon earlier vacating of the Premises, provided, however, that if Landlord\nso elects prior to termination of this Lease or upon earlier vacating of the\nPremises, such alterations, additions, improvements and partitions shall become\nthe property of Landlord as of the date of termination of this Lease or upon\nearlier vacating of the Premises and shall be delivered up to the Landlord with\nthe Premises.  All shelves, bins, machinery and trade fixtures installed by\nTenant may be removed by Tenant prior to the termination of this Lease if\nTenant so elects, and shall be removed by the date of termination of this Lease\nor upon earlier vacating of the Premises if required by Landlord; upon any such\nremoval Tenant shall restore the Premises to their original condition.  All\nsuch removals and restoration shall be accomplished in good workmanlike manner\nso as not to damage the primary structure or structural qualities of the\nbuildings and other improvements situated on the Premises.\n\n9.       SIGNS.\n\n         Tenant shall not install signs upon the Premises without Landlord's\nprior written approval, and any such signage shall be subject to any applicable\ngovernmental laws, ordinances, regulations and other requirements.  Tenant\nshall remove all such signs by the termination of this Lease.  Such\ninstallations and removals shall be made in such a manner as to avoid injury or\ndefacement of the building and other improvements, and Tenant shall repair any\ninjury or defacement, including without limitation discoloration, caused by\nsuch installation and\/or removal.  Upon approval from Landlord, which shall not\nbe unreasonably withheld, Tenant shall have the right to install a sign on the\nfree- standing sign pylon adjacent to the building.\n\n10.      INSPECTION.\n\n         A.      Landlord and Landlord's agents and representatives shall have\nthe right to enter and inspect the Premises at any reasonable time and after\nreasonable notice to Tenant, except in an emergency, during business hours, for\nthe purposes of ascertaining the condition of the Premises or in order to make\nsuch repairs as may be required or permitted to be made by\n\n\n\n\n\n                                      -9-\n\nLandlord under the terms of this Lease.  During the period that is six (6)\nmonths prior to the end of the Term hereof, Landlord and Landlord's agents and\nrepresentatives shall have the right to enter the Premises at any reasonable\ntime during business hours for the purpose of showing the Premises and shall\nhave the right to erect on the Premises a suitable sign indicating the Premises\nare available.\n\n         B.      Tenant shall give written notice to Landlord at least thirty\n(30) days prior to vacating the Premises and shall arrange to meet with\nLandlord for a joint inspection of the Premises prior to vacating.  In the\nevent of Tenant's failure to give such notice or arrange such joint inspection,\nLandlord's inspection at or after Tenant's vacating the Premises shall be\nconclusively deemed correct for purposes of determining Tenant's responsibility\nfor repairs and restoration.  It shall be the responsibility of Tenant, prior\nto vacating the Premises, to clean and repair the Premises and restore them to\nsubstantially the condition in which they were in upon delivery of the Premises\nto Tenant at the Commencement Date, reasonable wear and tear and casualty\n(except in the event ___________________) excepted.  Cleaning, repair and\nrestoration shall include, but not be limited to, removal of all trash,\ncleaning of walls, where necessary, cleaning of carpet and flooring,\nreplacement of light bulbs and tubes, cleaning and wiping down of all fixtures,\nmaintenance and repair of all heating and air conditioning systems, and all\nsimilar work, which shall be done at the latest practical date prior to\nvacation of the Premises.\n\n11.      UTILITIES.\n\n         Landlord agrees to provide at its cost water, electricity and gas\nservice connections into the Premises; but Tenant shall pay for all water, gas,\nheat, light, power, telephone, sewer, sprinkler charges and other utilities and\nservices used on or from the Premises, together with any taxes, penalties,\nsurcharges or the like pertaining thereto and any maintenance charges for\nutilities and shall furnish all electric light bulbs and tubes.  If any such\nservices are not separately metered to Tenant, Tenant shall pay a reasonable\nproportion as determined by Landlord of all charges jointly metered with other\nPremises.  Landlord shall in no event be liable for any interruption or failure\nof utility services on the Premises.\n\n12.      ASSIGNMENT AND SUBLETTING.\n\n         A.      Tenant shall not have the right, voluntarily or involuntarily,\nto assign, convey, transfer, mortgage or sublet the whole or any part of the\nPremises under this Lease without the prior written consent of Landlord which\nshall not be unreasonably withheld.  In the event Tenant applies to Landlord\nfor consent to assign, convey, transfer or sublet the Premises, Landlord may\ncondition such consent upon the right to receive one-half of the profit, if\nany, which Tenant may realize on account of such assignment, conveyance,\ntransfer or sublease of the Premises.  For purposes of this paragraph, 'profit'\nshall mean any sum which the assignee, sublessee or transferee is required to\npay, or which is credited to Tenant as rent in excess of the Rents required to\nbe paid by Tenant to Landlord under this Lease.  Landlord also reserves the\nright to recapture the Premises or applicable portion thereof in lieu of giving\nits consent by\n\n\n\n\n\n                                      -10-\n\nnotice given to Tenant within twenty (20) days after receipt of Tenant's\nwritten request for assignment or subletting.  Such recapture shall terminate\nthis Lease as to the applicable space effective on the prospective date of\nassignment or subletting, which shall be the last day of a calendar month and\nnot earlier than sixty (60) days after receipt of Tenant's request hereunder.\nIn the event that Landlord shall not elect to recapture and shall thereafter\ngive its consent, Tenant shall pay Landlord a reasonable fee, not to exceed\n$500.00, to reimburse Landlord for processing costs incurred in connection with\nsuch consent.\n\n         B.      Notwithstanding any permitted assignment or subletting, Tenant\nshall at all times remain directly, primarily and fully responsible and liable\nfor the payment of the rent herein specified and for compliance with all of its\nother obligations under the terms, provisions and covenants of this Lease.\nUpon the occurrence of an 'event of default' as hereinafter defined, if the\nPremises or any part thereof are then assigned or sublet, Landlord, in addition\nto any other remedies herein provided, or provided by law, may at its option\ncollect directly from such assignee or subtenant all rents becoming due to\nTenant under such assignment, transfer or sublease and apply such rent against\nany sums due to Landlord from Tenant hereunder, and no such collection shall be\nconstrued to constitute a novation or a release of Tenant from the further\nperformance of Tenant's obligations hereunder.\n\n         See attached Addendum 12(c) to Lease.\n\n13.      INSURANCE, FIRE AND CASUALTY DAMAGE.\n\n         A.      Landlord agrees to maintain insurance covering the building of\nwhich the Premises are a part in an amount not less than eighty percent (80%)\n(or such greater percentage as may be necessary to comply with the provisions\nof any co-insurance clauses of the policy) of the 'replacement cost' thereof as\nsuch term is defined in the Replacement Cost Endorsement to be attached\nthereto, insuring against the perils of Fire, Lightning, Extended Coverage,\nVandalism and Malicious Mischief, extended by Special Extended Coverage\nEndorsement to insure against all other Risks of Direct Physical Loss, such\ncoverages and endorsements to be as defined, provided and limited in the\nstandard bureau forms prescribed by the insurance regulatory authority for the\nState in which the Premises are situated for use by insurance companies\nadmitted in such state for the writing of such insurance on risks located\nwithin such state.  Subject to the provisions of subparagraph 13, C, D, E\nbelow, such insurance shall be for the sole benefit of Landlord and under its\nsole control.  In the event the insurance policy shall contain a deductible,\nTenant shall be liable for and pay its equitable share of any deductible\nwithheld from insurance proceeds or payable under the terms of the insurance\npolicy in the event of a claim or insured loss thereunder, up to a maximum of\n$250,000.00.\n\n         B.      Tenant agrees to pay its proportionate share of Landlord's\ncost of carrying fire and extended coverage insurance ('Insurance') on the\nbuilding.  During each month of the term of this Lease, Tenant shall make a\nmonthly escrow deposit with Landlord equal to one-twelfth of its proportionate\nshare of the Insurance on the buildings and grounds which will be\n\n\n\n\n\n                                      -11-\n\ndue and payable for that particular year.  Tenant authorizes Landlord to use\nthe funds deposited by him with Landlord under this paragraph to pay the cost\nof such insurance.  Each Insurance Escrow payment shall be due and payable, as\nadditional rent, at the same time and manner of the payment of the monthly\nrental as provided herein.  The initial share of the estimated Insurance for\nthe year in question, and the monthly Insurance Escrow Payment is subject to\nincrease or decrease as determined by Landlord to reflect an accurate monthly\nescrow of Tenant's estimated proportionate share of this Insurance.  The\nInsurance Escrow Payment account of Tenant shall be reconciled annually.  If\nthe Tenant's total Insurance Escrow Payments are less than Tenant's actual pro\nrata share of the Insurance, Tenant shall pay to Landlord upon demand the\ndifference; if the total Insurance Escrow Payments of Tenant are more than\nTenant's actual pro rata share of the Insurance, Landlord shall promptly refund\nthe balance of such excess to Tenant, Provided Tenant's account is current in\nall respects.  Tenant's cost of insurance shall be computed by multiplying the\ncost of insurance by a fraction, the numerator of which shall be the number of\ngross leaseable square feet of floor space in the Premises and the denominator\nof which shall be the total applicable gross leaseable square footage.  The\namount of the initial monthly Insurance Escrow Payment will be as specified in\nthe Basic Lease Information.\n\n         C.      If the building, of which the Premises are a part, should be\ndamaged or destroyed by fire, tornado or other casualty, Tenant shall give\nimmediate written notice thereof to Landlord as soon as reasonably possible.\n\n         D.      If the building, of which the Premises are a part, should be\ntotally destroyed by fire, tornado or other casualty, or if it should be so\ndamaged thereby that rebuilding or repairs cannot in Landlord's estimation be\ncompleted within two hundred (200) days after the date upon which Landlord is\nnotified by Tenant of such damage, this Lease shall terminate and the rent\nshall be abated during the unexpired portion of this Lease, effective upon the\ndate of the occurrence of such damage.  Landlord shall give notice to Tenant in\nwriting of its determination to terminate this Lease within ninety (90) days\nfollowing the date of the occurrence of such damage.\n\n         E.      If the building, of which the Premises are a part, should be\ndamaged by any peril covered by the insurance to be provided by Landlord under\nsubparagraph 13(A) above, but only to such extent that rebuilding or repairs\ncan in Landlord's estimation be completed within two hundred (200) days after\nthe date upon which Landlord is notified by Tenant of such damage, this Lease\nshall not terminate, and Landlord shall at its sole cost and expense thereupon\nproceed with reasonable diligence to rebuild and repair such building to\nsubstantially the condition in which it existed prior to such damage, except\nthat Landlord shall not be required to rebuild, repair or replace any part of\nthe partition, fixtures, additions and other improvements which may have been\nplaced in, or about the Premises by Tenant.  If Tenant's use of the Premises is\nmaterially interfered with in whole or in part following such damage, the rent\npayable hereunder during the period in which they are unusable shall be reduced\nto such extent as may be fair and reasonable under all of the circumstances,\nbut in any event, rent shall be reduced by at least the same percentage as the\npercentage of square feet of\n\n\n\n\n\n                                      -12-\n\nthe Premises as are materially unusable.  In the event that Landlord shall fail\nto complete such repairs and rebuilding within two hundred (200) days after the\ndate upon which Landlord is notified by Tenant of such damage, Tenant may at\nits option terminate this Lease by delivering written notice of termination to\nLandlord as Tenant's exclusive remedy, whereupon all rights and obligations\nhereunder shall cease and terminate.\n\n         F.      Notwithstanding anything herein to the contrary, in the event\nthe holder of any indebtedness secured by a mortgage or deed of trust covering\nthe Premises requires that the Insurance proceeds be applied to such\nindebtedness, then Landlord shall have the right to terminate this Lease by\ndelivering written notice of termination to Tenant within fifteen (15) days\nafter such requirement is made by any such holder, whereupon all rights and\nobligations hereunder shall cease and terminate.\n\n         See attached Addendum 13G to Lease.\n\n14.      LIABILITY.\n\n         Landlord shall not be liable to Tenant or Tenant's employees, agents,\nservants, guests, invitees or visitors, or to any other person whomsoever, for\nany injury to person or damage to property on or about the Premises, resulting\nfrom and\/or caused in part or whole by the negligence or misconduct of Tenant,\nits employees, agents, servants, guests, invitees or visitors, or of any other\nperson entering upon the Premises, or caused by the building and improvements\nlocated on the Premises becoming out of repair, or caused by leakage of gas,\noil, water or steam or by electricity emanating from the Premises, or due to\nany cause whatsoever, and Tenant hereby covenants and agrees that it will at\nall times indemnify and hold safe and harmless the property, the Landlord\n(including without limitation the trustee and beneficiaries if Landlord is a\ntrust), Landlord's employees, agents, from any loss, liability, claims, suits,\ncosts, expenses, including without limitation attorney's fees and damages, both\nreal and alleged, arising out of any such damage or injury; except injury to\npersons or damage to property the cause of which is the negligence of Landlord\nor the failure of Landlord to repair any part of the Premises which Landlord is\nobligated to repair and maintain hereunder within a reasonable time after the\nreceipt of written notice from Tenant of needed repairs.  Tenant shall procure\nand maintain throughout the term of this Lease a policy or policies of\ninsurance, at its sole cost and expense, insuring both Landlord and Tenant\nagainst all claims, demands or actions arising out of or in connection with:\n(i) the Premises; (ii) the condition of the Premises; (iii) Tenant's operations\nin and maintenance and use of the Premises; and (iv) Tenant's liability assumed\nunder this Lease, the limits of such policy or policies to be in the amount of\nnot less than $1,000,000 per occurrence in respect of injury to persons\n(including death) and in respect of property damage or destruction, including\nloss of use thereof.  All such policies shall be procured by Tenant from\nresponsible insurance companies satisfactory to Landlord.  Certified copies of\nsuch policies, together with evidence of payment of premiums therefor, shall be\ndelivered to Landlord prior to the commencement date of this Lease.  Not less\nthat fifteen (15) days prior to the expiration date of any such policies,\ncertified copies of the renewals thereof (bearing notations evidencing the\npayment of renewal\n\n\n\n\n\n                                      -13-\n\npremiums) shall be delivered to Landlord.  Such policies shall further provide\nthat not less than thirty (30) days written notice shall be given to Landlord\nbefore such policy may be cancelled or changed to reduce insurance provided\nthereby.\n\n15.      CONDEMNATION.\n\n         A.      If the whole or any substantial part of the Premises should be\ntaken for any public of quasi-public use under governmental law, ordinance or\nregulation, or by right of eminent domain, or by private purchase in lieu\nthereof and the taking would prevent or materially interfere with the use of\nthe Premises for the purpose for which they are being used, this Lease shall\nterminate and the rent shall be abated during the unexpired portion of this\nlease, effective when the physical taking of said Premises shall occur.\n\n         B.      If part of the Premises shall be taken for any public or\nquasi-public use under any governmental law, ordinance or regulation, or by\nright of eminent domain, or by private purchase in lieu thereof, and this Lease\nis not terminated as provided in the subparagraph above, this Lease shall not\nterminate but the rent payable hereunder during the unexpired portion of this\nLease shall be reduced to such extent as may be fair and reasonable under all\nof the circumstances.\n\n         C.      In the event of any such taking or private purchase in lieu\nthereof, Landlord shall be entitled to receive the entire award.  Tenant shall\nbe entitled to make a claim in any condemnation proceedings which does not\nreduce the amount of Landlord's award, for the value of any furniture,\nfurnishings and fixtures installed by and at the sole expense of Tenant.\n\n16.      HOLDING OVER.\n\n         Tenant will, at the termination of this Lease by lapse of time or\notherwise, yield up immediate possession to Landlord.  If Landlord agrees in\nwriting that Tenant may hold over after the expiration or termination of this\nLease, unless the parties hereto otherwise agree in writing on the terms of\nsuch holding over, the hold over tenancy shall be subject to termination by\nLandlord at any time upon not less than five (5) days advance written notice,\nor by Tenant at any time upon not less than thirty (30) days advance written\nnotice, and all of the other terms and provisions of this Lease shall be\napplicable during that period, except that Tenant shall pay Landlord from time\nto time upon demand, as rental for the period of any hold over, an amount equal\nto one and one-half (1-1\/2) the Base Rent in effect on the termination date,\nplus all additional rental as defined herein, computed on a daily basis for\neach day of the hold over period.  No holding over by Tenant, whether with or\nwithout consent of Landlord, shall operate to extend this Lease except as\notherwise expressly provided.  The preceding provisions of this paragraph 16\nshall not be construed as Landlord's consent for Tenant to hold over.\n\n\n\n\n\n                                      -14-\n\n17.      QUIET ENJOYMENT.\n\n         Landlord covenants that it now has, or will acquire before Tenant\ntakes possession of the Premises, good fee or Leasehold title to the Premises,\nfree and clear of all liens and encumbrances, excepting only the lien for\ncurrent taxes not yet due, such mortgage or mortgages as are permitted by the\nterms of this Lease, zoning ordinances and other building and fire ordinances\nand governmental regulations relating to the use of such property, and\neasements, restrictions and other conditions of record.  In the event this\nLease is a sublease, then Tenant agrees to take the Premises subject to the\nprovisions of the prior leases.  Landlord represents and warrants that it has\nfull right and authority to enter into this Lease and that Tenant, upon paying\nthe rental herein set forth and performing its other covenants and agreements\nherein set forth, shall peaceably and quietly have, hold and enjoy the Premises\nfor the term hereof without hindrance or molestation from Landlord, subject to\nthe terms and provisions of this Lease.\n\n18.      EVENTS OF DEFAULT.\n\n         The following events shall be deemed to be events of default by Tenant\nunder this Lease:\n\n         A.      Tenant shall fail to pay any installment of the rent herein\nreserved when due, or any payment with respect to taxes hereunder when due, or\nany other payment or reimbursement to Landlord required herein when due, and\nsuch failure shall continue for a period of five (5) days from the date such\npayment was due.\n\n         B.      Tenant shall become insolvent, or shall make a transfer in\nfraud of creditors, or shall make an assignment for the benefit of creditors.\n\n         C.      Tenant shall file a petition under any section or chapter of\nthe National Bankruptcy Act, as amended, or under any similar law or statute of\nthe United States or any State thereof; or Tenant shall be adjudged bankrupt or\ninsolvent in proceedings filed against Tenant thereunder.\n\n         D.      A receiver or trustee shall be appointed for all or\nsubstantially all of the assets of Tenant.\n\n         F.      Tenant shall fail to comply with any term, provision or\ncovenant of this Lease (other than the foregoing in this Paragraph 18), and\nshall not cure such failure within twenty (20) days after written notice\nthereof to Tenant, unless such default cannot reasonably be cured within twenty\n(20) days in which case Tenant shall not be in default if Tenant commences to\ncure within twenty (20) days and diligently prosecutes such cure thereafter.\n\n\n\n\n\n                                      -15-\n\n19.      REMEDIES.\n\n         Upon the occurrence of any such events of default described in\nParagraph 18 hereof, Landlord shall have the option to pursue any one or more\nof the following remedies without any notice or demand whatsoever.\n\n         A.      Landlord may accelerate all rent payments due hereunder which\nshall then becoming immediately due and payable.\n\n         B.      Terminate this Lease, in which event Tenant shall immediately\nsurrender the Premises to Landlord, and if Tenant fails so to do, Landlord may,\nwithout prejudice to any other remedy which it may have for possession or\narrearages in rent, enter upon and take possession of the Premises and expel or\nremove Tenant and any other person who may be occupying such Premises or any\npart thereof, without being liable for prosecution or any claim of damages\ntherefor, and Tenant agrees to pay to Landlord on demand the amount of all loss\nand damage which Landlord may suffer by reason of such termination, whether\nthrough inability to relet the Premises on satisfactory terms or otherwise.\n\n         C.      Enter upon and take possession of the Premises and expel or\nremove Tenant and any other person who may be occupying such Premises or any\npart thereof, without being liable for prosecution or any claim for damages\ntherefor, and relet the Premises for such terms ending before, on or after the\nexpiration date of the Lease Term, at such rentals and upon such other\nconditions (including concessions and prior occupancy periods) as Landlord in\nits sole discretion may determine, and receive the rent therefor; and Tenant\nagrees to pay to the Landlord on demand any deficiency that may arise by reason\nof such reletting.  Landlord shall have no obligation to relet the Premises or\nany part thereof and shall not be liable for refusal or failure to relet or in\nthe event of reletting for refusal or failure to collect any rent due upon such\nreletting.  In the event Landlord is successful in reletting the Premises at a\nrental in excess of that agreed to be paid by Tenant pursuant to the terms of\nthis Lease, Landlord and Tenant each mutually agree that Tenant shall not be\nentitled, under any circumstances, to such excess rental, and Tenant does\nhereby specifically waive any claim to such excess rental.\n\n         D.      Enter upon the Premises, without being liable for prosecution\nor any claim for damages therefor, and do whatever Tenant is obligated to do\nunder the terms of this Lease; and Tenant agrees to reimburse Landlord on\ndemand for any expenses which Landlord may incur in thus effecting compliance\nwith Tenant's obligations under this Lease, and Tenant further agrees that\nLandlord shall not be liable for any damages resulting to the Tenant from such\naction, unless caused by Landlord's gross negligence or intentional act.\n\n         E.      Whether or not Landlord retakes possession or relets the\nPremises, Landlord shall have the right to recover unpaid rent and all damages\ncaused by Tenant's default, including attorney's fees.  Damage shall include,\nwithout limitation:  all rentals lost, all legal expenses and other related\ncosts incurred by Landlord following Tenant's default, all costs incurred by\nLandlord in restoring the Premises to good order and condition, or in\nremodeling,\n\n\n\n\n\n                                      -16-\n\nrenovating or otherwise preparing the Premises for reletting, all costs\n(including without limitation any brokerage commissions) incurred by Landlord,\nplus interest thereon from the date of expenditure until fully repaid at the\nrate of eighteen percent (18%) per annum.\n\n         F.      In the event Tenant fails to pay any installment of rent,\nadditional rent or other charges hereunder as and when such installment is due,\nto help defray the additional cost to Landlord for processing such late\npayments Tenant shall pay to Landlord on demand a late charge in an amount\nequal to five percent (5%) of such installment; and the failure to pay such\namount within ten (10) days after demand therefor shall be an event of default\nhereunder.  The provision for such late charge shall be in addition to all of\nLandlord's other rights and remedies hereunder or at law and shall not be\nconstrued as liquidated damages or as limiting Landlord's remedies in any\nmanner.\n\n         G.      Pursuit of any of the foregoing remedies shall not preclude\npursuit of any of the other remedies herein provided or any other remedies\nprovided by law, such remedies being cumulative and non-exclusive, nor shall\npursuit of any remedy herein provided constitute a forfeiture or waiver of any\nrent due to Landlord hereunder or of any damages accruing to Landlord by reason\nof the violation of any of the terms, provisions and covenants herein\ncontained.  No act or thing done by the Landlord or its agents during the Lease\nTerm hereby granted shall be deemed a termination of this Lease or an\nacceptance of the surrender of the Premises, and no agreement to terminate this\nLease or accept a surrender of said Premises shall be valid unless in writing\nsigned by Landlord.  No waiver by Landlord of any violation or breach of any of\nthe terms, provisions and covenants herein contained shall be deemed or\nconstrued to constitute a waiver of any other violation or breach of any of the\nterms, provisions and covenants herein contained.  Landlord's acceptance of the\npayment of rental or other payments hereunder after the occurrence of an event\nof default shall not be construed as a waiver of such default, unless Landlord\nso notifies Tenant in writing.  Forbearance by Landlord to enforce one or more\nof the remedies herein provided upon an event of default shall not be deemed or\nconstrued to constitute a waiver of such default or of Landlord's right to\nenforce any such remedies with respect to such default or any subsequent\ndefault.  If, on account of any breach or default by Tenant in Tenant's\nobligations under the terms and conditions of this Lease, it shall become\nnecessary or appropriate for Landlord to employ or consult with an attorney\nconcerning or to enforce or defend any of Landlord's rights or remedies\nhereunder, Tenant agrees to pay any reasonable attorney's fees so incurred.\n\n21.      MORTGAGES.\n\n         Tenant accepts this Lease subject and subordinate to any mortgage(s)\nand\/or deed(s) of trust now or at any time hereafter constituting a lien or\ncharge upon the Premises or the improvements situated thereon, provided,\nhowever, that if the mortgagee, trustee, or holder of any such mortgage or deed\nof trust elects to have Tenant's interest in this Lease superior to any such\ninstrument, then by notice to Tenant from such mortgagee, trustee or holder,\nthis Lease shall be deemed superior to such lien, whether this Lease was\nexecuted before or after said mortgage or deed of trust.  Tenant shall at any\ntime hereafter on demand execute any\n\n\n\n\n\n                                      -17-\n\ninstruments, releases or other documents which may be required by any mortgagee\nfor the purpose of subjecting and subordinating this Lease to the lien of any\nsuch mortgage.  See attached Addendum 21 to Lease.\n\n22.      LANDLORD'S DEFAULT.\n\n         In the event Landlord should become in default in any payment due on\nany such mortgage described in Paragraph 21 hereof or in the payment of taxes\nor any other item which might become a lien upon the Premises and which Tenant\nis not obligated to pay under the terms and provisions of this Lease, Tenant is\nauthorized and empowered after giving Landlord five (5) days prior written\nnotice of such default and Landlord's failure to cure such default, to pay any\nsuch items for and on behalf of Landlord, and the amount of any item so paid by\nTenant for or on behalf of Landlord, together with any interest or penalty\nrequired to be paid in connection therewith, shall be payable on demand by\nLandlord to Tenant; provided, however, that Tenant shall not be authorized and\nempowered to make any payment under the terms of this Paragraph 22 unless the\nitem paid shall be superior to Tenant's interest hereunder.  In the event\nTenant pays any mortgage debt in full, in accordance with this paragraph, it\nshall, at its election, be entitled to the mortgage security by assignment or\nsubrogation.\n\n23.      MECHANICS LIENS.\n\n         Tenant shall have no authority, express or implied, to create or place\nany lien or encumbrance of any kind or nature whatsoever upon, or in any manner\nto bind, the interest of Landlord in the Premises or to charge the rentals\npayable hereunder for any claim in favor of any person dealing with Tenant,\nincluding those who may furnish materials or perform labor for any construction\nor repairs, and each such claim shall affect and each such lien shall attach\nto, if at all, only the leasehold interest granted to Tenant by this\ninstrument.  Tenant covenants and agrees that it will pay or cause to be paid\nall sums legally due and payable by it on account of any labor performed or\nmaterials furnished in connection with any work performed on the Premises on\nwhich any lien is or can be validly and legally asserted against its leasehold\ninterest in the Premises or the improvements thereon and that it will save and\nhold Landlord harmless from any and all loss, cost or expense based on or\narising out of asserted claims or liens against the leasehold estate or against\nthe right, title and interest of the Landlord in the Premises or under the\nterms of this Lease.\n\n24.      NOTICES.\n\n         Each provision of this instrument or of any applicable governmental\nlaws, ordinances, regulations and other requirements with reference to the\nsending, mailing or delivery of any notice or the making of any payment by\nLandlord to Tenant or with reference to the sending, mailing or delivery of any\nnotice or the making of any payment by Tenant to Landlord shall be deemed to be\ncomplied with when and if the following steps are taken:\n\n\n\n\n\n                                      -18-\n\n         A.      All rent and other payments required to be made by Tenant to\nLandlord hereunder shall be payable to Landlord at the address hereinbelow set\nforth or at such other address as Landlord may specify from time to time by\nwritten notice delivered in accordance herewith.  Tenant's obligation to pay\nrent and any other amounts to Landlord under the terms of this Lease shall not\nbe deemed satisfied until such rent and other amounts have been actually\nreceived by Landlord.\n\n         B.      All payments required to be made by Landlord to Tenant\nhereunder shall be payable to Tenant at the address hereinbelow set forth, or\nat such other address within the continental United States as Tenant may\nspecify from time to time by written notice delivered in accordance herewith.\n\n         C.      Any notice or document required or permitted to be delivered\nhereunder shall be deemed to be delivered whether actually received or not\nthree (3) days after being deposited in the United States Mail, postage\nprepaid, Certified or Registered Mail, return receipt requested, addressed to\nthe parties hereto at the respective addresses set out below, or at such other\naddress as they have theretofore specified by written notice delivered in\naccordance herewith:\n\n         LANDLORD:                      TENANT:\n\n         Pacific Northwest Group A      AMAZON.COM, Inc.\n         c\/o Trammel Crow Company       1516 Second Avenue, Fourth Floor\n         5601 Sixth Avenue South        Seattle, Washington  98101\n         P.O. Box 80326\n         Seattle, Washington  98108\n\n         If and when included within the term 'Landlord', as used in this\ninstrument, there are more than one person, firm or corporation, all shall\njointly arrange among themselves for their joint execution of such a notice\nspecifying some individual at some specific address for the receipt of notices\nand payments to Landlord; if and when included within the term 'Tenant', as\nused in this instrument, there are more than one person, firm or corporation,\nall shall jointly arrange among themselves for their joint execution of such a\nnotice specifying some individual at some specific address within the\ncontinental United States for the receipt of notices and payments to Tenant.\nAll parties include within the terms 'Landlord' and 'Tenant', respectively,\nshall be bound by notices given in accordance with the provisions of this\nparagraph to the same effect as if each had received such notice.\n\n25.      MISCELLANEOUS.\n\n         A.      Words of any gender used in this Lease shall be held and\nconstrued to include any other gender, and words in the singular number shall\nbe held to include the plural, unless the context otherwise requires.\n\n\n\n\n\n                                      -19-\n\n         B.      The terms, provisions and covenants and conditions contained\nin this Lease shall apply to, inure to the benefit of, and be binding upon, the\nparties hereto and upon their respective heirs, legal representatives,\nsuccessors and permitted assigns, except as otherwise herein expressly\nprovided.  Landlord shall have the right to assign any of its rights and\nobligations under this Lease provided that the Assignee expressly assumes\nLandlord's obligations hereunder.  Each party agrees to furnish to the other,\npromptly upon demand, a corporate resolution, proof of due authorization by\npartners, or other appropriate documentation evidencing the due authorization\nof such party to enter into this Lease.\n\n         C.      The captions inserted in this Lease are for convenience only\nand in no way define, limit or otherwise describe the scope or intent of this\nLease, or any provision hereof, or in any way affect the interpretation of this\nLease.\n\n         D.      Landlord and Tenant agrees from time to time within twenty\n(20) days after request of the other, to deliver to the other, or to Landlord's\ndesignee, an estoppel certificate stating that this Lease is in full force and\neffect, the date to which rent has been paid, the unexpired term of this Lease\nand such other matters pertaining to this Lease as may be reasonably requested.\nIt is understood and agreed that the obligation to furnish such estoppel\ncertificates in a timely fashion is a material inducement for each party's\nexecution of this Lease.\n\n         E.      This Lease may not be altered, changed or amended except by an\ninstrument in writing signed by both parties hereto.\n\n         F.      All obligations of Tenant hereunder not fully performed as of\nthe expiration or earlier termination of the term of this Lease shall survive\nthe expiration or earlier termination of the Term hereof, including without\nlimitation all payment obligations with respect to taxes and insurance and all\nobligations concerning the condition of the Premises.  Upon the expiration or\nearlier termination of the Term hereof, and prior to Tenant vacating the\nPremises, Tenant shall pay to Landlord any amount reasonably estimated by\nLandlord as necessary to put the Premises, including without limitation all\nheating and air conditioning systems and equipment therein, in good condition\nand repair pursuant to Paragraph 10(B) hereof.  Tenant shall also, prior to\nvacating the Premises, pay to Landlord the amount, as estimated by Landlord, of\nTenant's pro-rata obligation hereunder for real estate taxes and insurance\npremiums for the year in which the Lease expires or terminates.  All such\namounts shall be used and held by Landlord for payment of such obligations of\nTenant hereunder, with Tenant being liable for any additional costs therefor\nupon demand by Landlord, or with any excess to be returned to Tenant after all\nsuch obligations have been determined and satisfied, as the case may be.  Any\nsecurity deposit held by Landlord may be credited against the amount payable by\nTenant under this Paragraph 25(F).\n\n         G.      If any clause or provision of this Lease is illegal, invalid\nor unenforceable under present or future laws effective during the Term of this\nLease, then and in that event, it is the intention of the parties hereto that\nthe remainder of this Lease shall not be affected thereby,\n\n\n\n\n\n                                      -20-\n\nand it is also the intention of the parties to this Lease that in lieu of each\nclause or provision of this Lease that is illegal, invalid or unenforceable,\nthere be added as part of this Lease contract a clause or provision as similar\nin terms to such illegal, invalid or unenforceable clause or provision as may\nbe possible and be legal, valid and enforceable.\n\n         H.      Because the Premises are on the open market and are presently\nbeing shown, this Lease shall be treated as an offer with the Premises being\nsubject to prior Lease and such offer subject to withdrawal or non-acceptance\nby Landlord or to other use of the Premises without notice, and this Lease\nshall not be valid or binding unless and until accepted by Landlord in writing\nand a fully executed copy delivered to both parties hereto.\n\n         I.      All references in this Lease to 'the date hereof' or similar\nreferences shall be deemed to refer to the Lease date specified in the Basic\nLease Information.\n\n26.      LIABILITY OF LANDLORD.\n\n         Tenant agrees that no trustee, officer, employee, agent or individual\npartner of Landlord, or it constituent entities, shall be personally liable for\nany obligation of Landlord hereunder, and that Tenant must look solely to the\ninterests of Landlord, or its constituent entities in the subject real estate,\nfor the enforcement of any claims against Landlord arising hereunder.\n\n27.      ADDITIONAL PROVISIONS.\n\n         Paragraphs 28 through 39, attached hereto, are by this reference\nincorporated herein.\n\n\nLANDLORD:                                       TENANT:\n\nPACIFIC NORTHWEST GROUP A,                      AMAZON.COM,\na joint venture                                 a Delaware corporation\n\n\n\nBy:  William G. Williams III                    By:  Jeff P. Bezos\n   ----------------------------------------         --------------------------\n   William G. Williams III\n   Vice President, Equitable Real Estate        Its:  President\n   Investment Management, Inc., as Advisor           -------------------------\n   to State of California Public Employees'\n   Retirement System, Venturer, and as\n   Advisor to California State Teachers'\n   Retirement System, Venturer    \n\n\n\n\n\n\n                                      -21-\n\n                                ADDENDA TO LEASE\n                                OCTOBER 3, 1996\n\n                           PACIFIC NORTHWEST GROUP A,\n                                A JOINT VENTURE,\n                                  AS LANDLORD\n\n                                      AND\n\n                                   AMAZON.COM\n                             A DELAWARE CORPORATION\n                                   AS TENANT\n\n--------------------------------------------------------------------------------\n\nADDENDUM 12(c).  ASSIGNMENT AND SUBLETTING\n\n         Anything contained herein to the contrary notwithstanding, Landlord\nhereby consents to an assignment of this Lease, or a subletting of all or part\nof the Premises, to (a) the parent of Tenant or to a wholly-owned subsidiary of\nTenant or of such parent, (b) any corporation into which or with which Tenant\nmay be merged or consolidated, provided that the net worth of the resulting\ncorporation is at least equal to the greater of (i) the net worth of Tenant on\nthe date hereof, or (ii) the net worth of Tenant immediately prior to such\nmerger or consolidation, or (c) any entity to which Tenant sells all or\nsubstantially all of its assets, provided that such entity expressly assumes\nall of Tenant's obligations hereunder and provided that such entity has a net\nworth at least equal to the greater of (i) the net worth of Tenant on the date\nhereof, or (ii) the net worth of Tenant immediately prior to such merger or\nconsolidation.\n\nADDENDUM 13(g).  INSURANCE, FIRE AND CASUALTY DAMAGE\n\n         Neither Landlord nor Tenant shall be liable to the other or to any\ninsurance company (by way of subrogation or otherwise) insuring the other party\nfor any loss or damage to any building, structure or tangible personal property\nof the other or of any third party occurring in or about the Premises or\nBuilding, even though such loss or damage might have been occasioned by the\nnegligence of such party, its agents or employees, if such loss or damage would\nfall within the scope of the insurance required to be carried under this Lease,\nwhether or not the party suffering the loss actually maintained such insurance.\nEach party shall obtain from its respective insurer under each insurance policy\nit maintains a waiver of all rights of subrogation that the insurer of one\nparty may have against the other party.\n\nADDENDUM 21.  MORTGAGES\n\n         , provided that such instruments, or other documents contain\ncommercially reasonable non-disturbance and attornment language.  Landlord and\nTenant agree that commercially reasonable non-disturbance language shall\nprovide substantially the following:\n\n\n\n\n\n                                      -22-\n\n         Lender agrees that Tenant shall not be disturbed in its possession of\n         the Premises for any reason other than one that would entitle Landlord\n         to terminate the Lease under its terms or would cause, without further\n         action by Landlord, the termination of the Lease, or would entitle\n         Landlord to dispossess tenant from the Premises.  Tenant shall attorn\n         to any purchaser at any foreclosure sale, or to any grantee or\n         transferee designated in any deed in lieu of foreclosure.\n\n\n\n\n\n                                      -23-\n\n                         ADDITIONAL PROVISIONS TO LEASE\n\n                           PACIFIC NORTHWEST GROUP A,\n                                A JOINT VENTURE\n                                  AS LANDLORD\n\n                                      AND\n\n                                  AMAZON.COM,\n                            A WASHINGTON CORPORATION\n                                   AS TENANT\n\n--------------------------------------------------------------------------------\n\n28.      RENT INCREASE.\n\n         Effective November 1, 1997, the monthly base rent as provided for in\nParagraph 2 of the Lease shall be increased to Nineteen Thousand One Hundred\nSixty and no\/100 Dollars ($19,160.00).\n\n         Effective November 1, 1998, the monthly base rent as provided for in\nParagraph 2 of the Lease shall be increased to Twenty Thousand One Hundred\nSixty Eight and no\/100 Dollars ($20,168.00).\n\n29.      OPTION TO RENEW.\n\n         While this Lease is in full force and effect, provided that Tenant is\nnot and has not been in default of any of the terms, covenants and conditions\nthereof, Landlord grants to Tenant one (1) option to extend the term of the\nLease for a period of three (3) years, commencing upon the termination of the\noriginal Lease term, exercisable by giving Landlord notice in writing not later\nthan twelve (12) months prior to the commencement date of the applicable option\nterm.  Such extension or renewal of the term shall be on the same terms,\ncovenants or conditions as provided for in the original or immediately\npreceding term except that the monthly base rent during the extended term shall\nbe at the fair market rental then in effect on equivalent properties, of\nequivalent size, in equivalent areas.  However, in no event shall the rental in\nthe renewal term be below the rental payable at the end of the primary term of\nthe lease.  In the event the demised Premises is sublet or assigned this\nrenewal option will be null and void and of no further effect.\n\n30.      TENANT IMPROVEMENTS.\n\n         Landlord agrees to provide up to Seventeen Thousand and no\/100 Dollars\n($17,000.00) for the following tenant improvements to the Premises:\n\n         1.      Demolition of counter in warehouse.\n\n\n\n\n\n                                      -24-\n\n         2.      Replace malfunctioning ballasts (i.e. abnormally noisy\n                 ballasts and light bulbs) throughout warehouse.\n\n         3.      Remove all debris and professionally clean carpets in the\n                 office space.\n\n         Prior to Landlord commencing work on these improvements, Landlord\nshall provide to Tenant two (2) copies of plans detailing the design and plan\nof improvements.  Tenant shall return signed plans to Landlord within five (5)\ndays.  In the event that the plans are not approved by Tenant, Tenant shall\ninform Landlord of the reasons for such disapproval and Tenant shall have five\n(5) days in which to submit revised plans to Landlord for approval.  Tenant\nshall not unreasonably refuse to satisfy any objections made by Landlord to\nsaid plans and specifications.  Any objections Tenant has to Landlord's\nobjection shall be submitted to Landlord in writing within said five (5) day\nperiod.  A failure of one party to give any notice to the other party within\nsuch five (5) day period shall be deemed to constitute approval of the plans\nand specifications or the objections thereto, as appropriate.\n\n         Upon Tenant's approval of Landlord's plans, Landlord shall promptly\nenter into a construction contract with a licensed, bonded contractor.  The\nconstruction of all improvements to be made on the Premises shall be performed\nin a first-class, workmanlike manner and in conformity with all applicable\ngovernmental laws, ordinances, rules, orders, regulations, and other\nrequirements.\n\n         The $17,000.00 for tenant improvements shall include, but not be\nlimited to contractor's profit which shall not exceed 7%, construction costs,\nconstruction management fees, permit fees, architectural fees, and Washington\nState Sales Tax.\n\n         If, in Landlord's reasonable estimation, the cost of the Tenant\nImprovements to be made by Landlord pursuant to the terms of this Paragraph are\nanticipated to exceed $17,000.00, then Landlord may cause work on the Tenant\nImprovements to be halted so that no costs in excess of $17,000.00 are\nincurred.  Tenant acknowledges that halting work at the point that $17,000.00\nin costs has been incurred may result in a portion of the Tenant Improvements\nbeing incomplete.  Tenant shall not be responsible for any costs incurred in\nconnection with the Tenant Improvements to be made by Landlord.\n\n31.      SERVICES TO THE PREMISES.\n\n         Landlord agrees that the following utilities and services will be\navailable at or to the Premises at the times and in the manner that they are\nordinarily and customarily available in a warehouse of the quality and in the\nvicinity of the Property:\n\n         (a)     Electricity;\n\n         (b)     Hot and cold water for drinking, restroom and cleaning\npurposes;\n\n         (c)     Heating, ventilation and air conditioning;\n\n\n\n\n\n                                      -25-\n\n         (d)     Twenty-four (24) hour access to the Premises;\n\n         (e)     Telephone service;\n\n         (f)     Sprinkler riser monitoring.\n\n         All such utilities and services shall be paid for as set forth in the\nLease.  If the electrical service to the Premises is unavailable for a period\nextending in excess of five (5) business days and such unavailability was\ncaused by Landlord's actions then the rent due and payable by Tenant shall\nabate beginning on the sixth (6th) business day and extending until electrical\nservices is restored to the Premises.\n\n32.      TENANT'S MAINTENANCE EXCLUSION.\n\n         Tenant is not liable for maintaining or repairing pre-existing defects\nin the Premises or for making repairs necessitated by the Landlord's\nnegligence, intentional act or default.\n\n33.      OPERATING EXPENSE EXCLUSIONS.\n\n         Notwithstanding anything to the contrary contained in the Lease, the\nfollowing items shall be excluded (or, as applicable, deducted) from Common\nArea Maintenance charges under Section 7 of the Lease and Charges under Section\n4 of the Lease:\n\n         (a)     The cost of repairs or other work occasioned by fire,\nwindstorm or other casualty or loss in excess of the insurance proceeds\ntherefor (or, if greater, the proceeds that would have been available had\nLandlord maintained the insurance required to be maintained by Landlord\npursuant to this Lease), or by the exercise of eminent domain;\n\n         (b)     Costs of initial landscaping;\n\n         (c)     Rental concessions or lease buyouts;\n\n         (d)     The costs of renovating or otherwise improving or decorating,\npainting or redecorating space (exclusive of common areas) for any tenants or\nother occupants of the Building.\n\n         (e)     Depreciation;\n\n         (f)     Premium rates paid on service or other contracts;\n\n         (g)     Overhead or profit paid to Landlord, subsidiaries or\naffiliates of Landlord, for services on or to the Building if and to the extent\nthe cost therefor exceeds competitive costs for such services in comparable\nbuildings located within five (5) miles of the Building;\n\n\n\n\n\n                                      -26-\n\n\n         (h)     Payments of principal, interest or other payments of any kind\non any deeds of trust, mortgages, ground or underlying leases, or other\nhypothecations for security of all or any part of the Building by Landlord;\n\n         (i)     Rents payable in connection with any ground or underlying\nlease of all or any portion of the Building;\n\n         (j)     All items, services and\/or goods for which Tenant or any other\ntenant, occupant, person or other party is obligated to reimburse Landlord or\nto pay third parties;\n\n         (k)     Advertising and promotional expenses with respect to leasing\nspace in or selling the Building;\n\n         (l)     Brokerage, legal and professional fees expended by Landlord in\nconnection with negotiating and entering into any leases and any related\ninstruments (including, without limitation, guaranties, surrender agreements,\nleasing amendments and consents to assignment or subletting) with any tenant or\nother occupant of any portion of the Building, and the enforcement of any such\ninstruments; or which are expended or incurred by Landlord in connection with\nthe negotiation and entering of sale, ground lease, financing, partnership or\nsimilar transactions pertaining to the Building;\n\n         (m)     Estate, inheritance, gift, franchise and income taxes of\nLandlord;\n\n         (n)     Wages, salaries and other compensation paid to employees of\nthe Landlord at the Building who are at or above the level of Building manager;\n\n         (o)     Interest, penalties or damages incurred by Landlord for late\npayment of taxes or assessments or under any agreement to which Landlord is a\nparty by reason of the breach or default of Landlord;\n\n         (p)     Expenses incurred in connection with relocating tenants in the\nBuilding;\n\n         (q)     Amounts received by Landlord through proceeds of insurance to\nthe extent the proceeds are compensation for expenses that were previously\nincluded in Building operating costs charged to tenants;\n\n         (r)     All other items for which Tenant or any other tenant, occupant\nor other party compensates Landlord, so that no duplication of payments by\nTenant or to Landlord shall occur; and\n\n34.      TENANT'S OPERATING EXPENSE AUDIT.\n\n         Landlord shall maintain books and records for all operating expenses,\nutilities, insurance, taxes and other charges in accordance with generally\naccepted accounting principles.  Tenant shall have the right, during reasonable\nbusiness hours and upon reasonable\n\n\n\n\n\n                                      -27-\n\nprior notice to Landlord, to examine and\/or audit Landlord's books and records\nwith respect to operating expenses, taxes and insurance paid or payable by\nTenant.  If the results of Tenant's audit show that Tenant has overpaid its\nportion of operating expenses, utilities, insurance, taxes, or other charges,\nand provided that Landlord is in agreement with such results, then Landlord\nshall, within sixty (60) days following the date which Landlord acknowledges\nagreement with such results, either refund to the Tenant the amount overpaid\n(provided Tenant's account is current in all respects) or credit the amount\noverpaid to rent next falling due under this Lease, at the election of Tenant.\n\n35.      LANDLORD'S INDEMNITY.\n\n         Landlord shall indemnify and hold harmless Tenant from and against any\nand all claims, liabilities, costs, attorneys' fees and expenses, including\nwithout limitation court costs and attorneys' fees arising from or relating to\nany occurrences on the Property and caused by or in connection with any breach\nby Landlord, its agents or employees, of this Lease or any negligent act or\nomission or willful misconduct of Landlord, its agents or employees.\nLandlord's obligation to indemnify Tenant under the preceding sentence includes\nan obligation to indemnify for losses resulting from death or injury to\nLandlord's employees, and Landlord accordingly hereby waives any and all\nimmunities it now has or hereafter may have under any Industrial Insurance Act,\nor other worker's compensation, disability benefit or other similar act that\nwould otherwise be applicable in the case of such an indemnification claim by\nTenant.  To the extent a claim by Tenant is made prior to the expiration or\nearlier termination of this Lease, this indemnification shall survive such\nexpiration or earlier termination.\n\n36.      HAZARDOUS MATERIALS.\n\n         Tenant agrees that Tenant shall not use, generate, treat, store or\ndispose of Hazardous Material on the Property, Premises or Common Area except in\naccordance with any law, ordinance, rule or regulation of any governmental\nauthority having jurisdiction of the Property, Premises or Common Area.  If\nTenant breaches the obligations stated in the presence of Hazardous Material on\nthe Property, Premises or Common Area caused or permitted by Tenant results in\ncontamination of the Property, Premises or Common Area, then Tenant shall\nindemnify, defend and hold Landlord harmless from any and all claims, judgments,\ndamages, penalties, fines, costs, liabilities, or losses (including without\nlimitation diminution in value of the Property, Premises or Common Area, damages\nfor the loss or restriction on the use of rentable or usable space or of any\nadverse impact on marketing of space on the Property, Premises or Common Area,\nand sums paid in settlement of claims, attorneys' fees, consultant fees and\nexpert fees) which arise during or after the Lease Term as a result of such\ncontamination.  This indemnification of Landlord by Tenant includes, without\nlimitation, costs incurred in connection with any investigation of site\nconditions or any clean-up, remediation, removal or restoration work required by\nany federal, state or local governmental agency, political subdivision, lender\nor buyer because of Hazardous Material present in the soil or groundwater on or\nunder the Property, Premises or Common Area, diminution in value of the\nPremises, damages for the loss or restriction on use of rentable or \n\n\n\n\n                                      -28-\n\nusable space or of any amenity of the Property, Premises or Common Area, damages\narising from any adverse impact on marketing of space in the building, and sums\npaid in settlement of claims, attorneys' fees, consultant fees, laboratory fees\nand expert fees.  Without limiting the foregoing, if the presence of any\nHazardous Material on the Property, Premises or Common Area caused or permitted\nby Tenant results in any contamination of the Property, Premises or Common Area,\nTenant shall promptly take all actions at its sole expense as are necessary to\nreturn the Property, Premises or Common Area to the condition existing prior to\nthe contamination of the Property, Premises or Common Area by any such Hazardous\nMaterial; provided, however, the Landlord's approval of such action shall first\nbe obtained, which approval shall not be unreasonably withheld.\n\n         Tenant will deliver to Landlord copies of any documents received from,\nor sent by Tenant to, the United States Environmental Protection Agency and\/or\nany state, country or municipal environmental or health agency concerning the\nTenant's operations on the Premises.\n\n         As used herein, the term 'Hazardous Material' means any substance\nwhich is (i) designated, defined, classified or regulated as a hazardous\nsubstance, hazardous material, hazardous waste, pollutant or contaminant under\nany Environmental Law, as currently in effect or as hereafter amended or\nenacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction\nthereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi)\nflammable explosives, (vii) infectious materials, or (viii) radioactive\nmaterials.  'Environmental Law(s)' means the Comprehensive Environmental\nResponse, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et\nseq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections\n6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601, et\nseq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the\nClean Water Act, 33 U.S.C. Sections 1251, et seq., and the Washington Model\nToxics Control Act, Revised Code of Washington Chapter 70.105D, as said laws\nand have been supplemented or amended to date, the regulations promulgated\npursuant to said laws and any other federal, state or local law, statute, rule,\nregulation or ordinance which regulates or proscribes the use, storage,\ndisposal, presence, clean-up, transportation or release or threatened release\nor threatened release into the environment of Hazardous Material.\n\n         Landlord shall not during the term of this Lease, use, generate,\ntreat, store or dispose of Hazardous Material on the Property, Premises or\nCommon Area except in accordance with any law, ordinance, rule or regulation of\nany governmental authority having jurisdiction of the Property, Premises or\nCommon Area.  If Landlord breaches the obligations stated in the preceding\nsentence, or if the presence of Hazardous Material on the Property, Premises or\nCommon Area caused by Landlord results in the contamination of the Property,\nPremises or Common Area, then Landlord shall indemnify, defend and hold Tenant\nharmless from any and all claims, judgments, damages, penalties, fines, costs,\nliabilities, or losses (including, without limitation, diminution in value of\nthe Premises, damages for the loss or restriction on the use of Tenant's\nrentable or usable space, and sums paid in settlement of claims, attorneys'\nfees, consultant fees and expert fees) which arise during or after the lease\nterm as a result of such contamination.  This indemnification of Tenant by\nLandlord includes, without limitation, costs\n\n\n\n\n\n                                      -29-\n\nincurred in connection with any investigation of site conditions or any\nclean-up, remediation, removal or restoration work required by any federal,\nstate or local governmental agency or political subdivision because of\nHazardous Material present in the soil or groundwater on or under the Property,\nPremises or Common Area, diminution in value of the Premises, damages for the\nloss or restriction on use of Tenant's rentable or usable space or of any\namenity of the Property, Premises or Common Area, and sums paid in settlement\nof claims, attorneys' fees, consultant fees, laboratory fees and expert fees,\nWithout limiting the foregoing, if the presence of any Hazardous Material on\nthe Premises or Common Area caused by Landlord results in any contamination of\nthe Property, Premises or Common Area, Landlord shall promptly take all actions\nat its sole expense as are necessary to return the Property, Premises or Common\nArea to the condition existing prior to the contamination of the Property,\nPremises or Common Area by any such Hazardous Material.  The indemnifications\nof Landlord and Tenant in this Paragraph 36 shall survive the expiration or\nearlier termination of this Lease.\n\n         For the purposes of this Paragraph, 'Property' shall be defined as the\nreal property described on Exhibit B attached hereto.\n\n37.      COMPLIANCE WITH LAW.\n\n         Tenant's agreement to comply with all laws does not extend to making\nstructural alterations or doing remedial work required by any existing or\nfuture statute, code or ordinance, except for that work which is necessitated\nby Tenant's use, or to correcting pre-existing conditions or defects on the\nPremises existing on the Commencement Date.\n\n38.      LANDLORD REPRESENTATIONS.\n\n         Landlord represents and warrants to Tenant as follows: (a) Landlord\nhas full power, authority and legal right to execute, deliver, perform and\nobserve the provisions of this Lease; (b) to the best of Landlord's knowledge,\nLandlord's execution, delivery, performance and observance of the provisions of\nthis Lease will not result in breach or violation of any (i) governmental law,\nrule or regulation; (ii) any court order, judgment or decree; or (iii) any\nmaterial agreement or instrument to which Landlord is a party; and (c) no\nadditional consent, approval or authorization is required for Landlord to enter\ninto, deliver or perform its obligations under this Lease.\n\n39.      EARLY ENTRY.\n\n         Tenant may enter the Premises prior to the Commencement Date to\ninstall computer and phone cabling and to receive and store deliveries of\nTenant's trade fixtures and equipment.  During the period of Tenants early\nentry, all of the terms and conditions of this Lease shall be in effect, except\nfor the payment of rent, additional rent, Charges, Insurance, operating\nexpenses or other periodic charges.\n         [Diagram of floor plan]\n\n\n\n\n\n                                      -30-\n\n                               LEGAL DESCRIPTION\n\n                                  BUILDING 'U'\n                            NORTHWEST CORPORATE PARK\n                              SEATTLE, WASHINGTON\n\n         All of Blocks 1 and 8, Mapel's Addition to the City of Seattle,\naccording to plat recorded in Volume 2 of Plats, Page 17, Records of King\nCounty, Washington.\n\n         EXCEPT that portion of Lot 6 of said Block 1 condemned by the City of\nSeattle under Ordinance 25801.\n\n         TOGETHER WITH that portion of South Bennett Street and the alley in\nsaid Block 8 lying between the easterly margin of Fifth Avenue South and the\nwesterly margin of Sixth Avenue South which, upon vacation by the City of\nSeattle, will attach to said Blocks by operation of law.\n\n\n\n\n\n                                      -31-\n\nSTATE OF WASHINGTON               )\n                                  )  ss\nCOUNTY OF KING                    )\n\n         BE IT REMEMBERED, that on this 13th day of October, 1996, before me,\nthe undersigned a Notary Public in and for said County and State, duly\ncommissioned and sworn, personally appeared Jeffrey P. Bezos known to me to be\nthe person who signed as President of Amazon.com, Inc., the corporation that\nexecuted the within and foregoing instrument, and acknowledged said instrument\nto be the free and voluntary act and deed of said corporation for the uses and\npurposes therein mentioned, and on oath stated that he\/she was duly elected,\nqualified and acting as an officer of the corporation, that he\/she was\nauthorized to execute said instrument and that the seal affixed, if any is the\ncorporate seal of said corporation.\n\n         IN WITNESS WHEREOF, I have hereunto set my hand and official seal the\nday and year first above written.\n\n                                        [ILLEGIBLE]\n                                        -----------------------------------\n                                        Notary Public for Washington\n                                        Residing at Seattle\n                                        My Commission Expires April 9, 1998\n\n\nSTATE OF WASHINGTON               )\n                                  )  ss\nCOUNTY OF KING                    )\n\n         THIS IS TO CERTIFY that on this 25th day of October, 1996, before me,\nthe undersigned, a Notary Public in and for the State of Washington, personally\nappeared William G. Williams III, known to me and to me known to be the VICE\nPRESIDENT, EQUITABLE REAL ESTATE INVESTMENT MANAGEMENT INC., as Advisor to\nSTATE OF CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM, Venturer, and as\nAdvisor to CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, Venturer, that\nexecuted the within and foregoing instrument, and acknowledged to me that he\nwas authorized to sign the same on behalf of such venturers as his free and\nvoluntary act and deed for the uses and purposes therein mentioned.\n\n         WITNESS MY HAND AND NOTARIAL SEAL the day and year first herein above\nwritten.\n\n\n\n\n\n                                      -32-\n\n                                                     Mary Brunick\n                                        -----------------------------------\n                                        NOTARY PUBLIC IN AND FOR WASHINGTON\n                                        RESIDING AT________________________\n\n                                        My commission expires______________\n\n\n\n\n\n                                      -33-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9579,9612],"class_list":["post-41746","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-land","corporate_contracts_types-land__wa"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41746","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41746"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41746"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41746"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41746"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}