LEASE AGREEMENT

                         ------------------------------

                                  JULY 1, 1996

                         Lessor:          Trident Investments, Inc.

                         Tenant:          Amazon.com, Inc.

                         Property:        Fourth Floor
                                          Columbia Building
                                          1516 Second Avenue
                                          Seattle, WA  98101

                         ------------------------------
<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<S>                                                                  <C>
SECTION 1 - LEASED PREMISES..........................................1

SECTION 2 - TERM.....................................................1

SECTION 3 - RENT.....................................................1

SECTION 4 - DEPOSITS.................................................2

SECTION 5 - USE......................................................2

SECTION 6 - COMMON AREAS.............................................3

SECTION 7 - INITIAL LEASEHOLD IMPROVEMENTS...........................3

SECTION 8 - IMPROVEMENTS BY TENANT...................................3

SECTION 9 - LIENS....................................................4

SECTION 10 - HOLD HARMLESS...........................................4

SECTION 11 - INSURANCE...............................................5

SECTION 12 - CASUALTY DAMAGE OR DESTRUCTION..........................5

SECTION 13 - CONDEMNATION............................................6

SECTION 14 - DAMAGE FROM OTHER.......................................6

SECTION 15 - ASSIGNMENT AND SUBLETTING...............................7

SECTION 16 - DEFAULT.................................................7

SECTION 17 - LESSOR'S REMEDIES.......................................7

SECTION 18 - ACCESS..................................................8

SECTION 19 - SURRENDER OF PREMISES AND HOLDING OVER..................8

SECTION 20 - COMPLIANCE WITH LAW.....................................9

SECTION 21 - RULES AND REGULATIONS...................................9

SECTION 22 - ESTOPPEL CERTIFICATES...................................9

SECTION 23 - SUBORDINATION...........................................10

SECTION 24 - TENANT'S PROPERTY.......................................10

SECTION 25 - REMOVAL OF PROPERTY.....................................10

SECTION 26 - NOTICES.................................................10

SECTION 27 - LESSOR MAINTENANCE......................................11

SECTION 28 - TENANT MAINTENANCE......................................11

SECTION 29 - OPERATING COSTS.........................................11

SECTION 30 - WAIVER OF SUBROGATION RIGHTS............................14

SECTION 31 - ATTORNEYS' FEES.........................................14

SECTION 32 - WAIVER..................................................15
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                   <C>
SECTION 33 - OPTION TO EXPAND.........................................15

SECTION 34 - RIGHT OF FIRST REFUSAL...................................15

SECTION 35 - OPTION TO EXTEND.........................................15

SECTION 36 - PARKING..................................................16

SECTION 37 - OPTION TO TERMINATE......................................17

SECTION 38 - AMERICANS WITH DISABILITIES ACT..........................17

SECTION 39 - ENVIRONMENTAL PROVISIONS.................................17

SECTION 40 - LESSOR REPRESENTATION AND WARRANTIES.....................18

SECTION 41 - LESSOR DEFAULT...........................................18

SECTION 42 - MISCELLANEOUS PROVISIONS.................................18
</TABLE>



                                      -ii-

<PAGE>   4
                                                                   
                                 LEASE AGREEMENT


      THIS LEASE AGREEMENT is made and executed as of this 1st day of July,
1996, between Trident Investments, Inc., a Washington corporation, ("Lessor")
and Amazon.com, Inc., a Delaware corporation, ("Tenant").

                          SECTION 1 -- LEASED PREMISES

      1.1   On and subject to the terms, and conditions set forth in this Lease,
Lessor hereby leases to Tenant and Tenant hereby leases from Lessor those
certain premises (the "Premises") in the building currently known as the
Columbia Building (the "Building"), which Building is located at 1516 Second
Avenue, Seattle, Washington, on the land, described in Exhibit 1 (the "Land").
The Premises are known as Suite 400 and consist of the entire fourth floor of
the Building.

      1.2   Lessor and Tenant tentatively agree that the rentable area of the
Premises is 12,686 square feet. If during the first three (3) months of the Term
Tenant gives notice to Lessor, Lessor and Tenant shall agree on a licensed
architect to remeasure the Premises at Tenant's expense. If the architect
determines that the rentable square footage of the Premises is other than 12,686
square feet, Base Rent shall be adjusted proportionately and Lessor shall
refund, or Tenant shall pay, the difference as the case may be.

      1.3   The term "Project" means all parts of the Building and the
supporting facilities of the Building, including Common Areas, the Land and all
equipment and other property of Lessor used in connection with the Building, the
Common Areas and the Land.

                                SECTION 2 -- TERM

      2.1   On and subject to the terms and conditions set forth herein or in
any exhibit or addendum hereto, the term of this Lease ("Term") shall be for a
period of three (3) years and shall begin on the 1st day of August, 1996,
("Commencement Date"), and shall and on the 31st day of July, 1999. ("Expiration
Date").

      2.2   If the Premises are not ready for occupancy by Tenant at the
Commencement Date stated in Section 2.1, this Lease shall not be void or
voidable nor shall Lessor be liable or responsible to Tenant or third parties
for any claims, liabilities, loss or damage therefrom or by any reason thereof,
except that rent shall abate as to that portion of the Premises which are not
ready for occupancy by

<PAGE>   5

September 15, 1996, until such time as the Premises are delivered to Tenant in
the condition required by this Lease. Tenant shall be entitled to enter the
Premises prior to the Commencement Date for the purpose of installing phone
wire, computer cable and furniture provided Tenant shall not interfere with any
existing tenancy at the Premises during such period.

      2.3   If for any reason Lessor is unable to provide to Tenant possession
of the Premises in the condition required by this Lease by September 15, 1996,
then Tenant shall have the right to terminate this Lease upon notice to Lessor.
Lessor shall return all sums previously paid by Tenant to Lessor within ten (10)
days of such notice of termination.

                                SECTION 3 -- RENT

      3.1   Base Rent.  Tenant agrees to pay to Lessor as rent the following
sums ("Base Rent"):

            3.1.1 The sum of THIRTEEN THOUSAND SEVEN HUNDRED FORTY-THREE and
17/100 DOLLARS ($13,743.17) per month for the period of August 1, 1996, through
July 31, 1997; and

            3.1.2 The sum of FOURTEEN THOUSAND FIVE HUNDRED THIRTY-SIX and
04/100 DOLLARS ($14,536.04) per month for the period of August 1, 1997, through
July 31, 1999.

      3.2   Payment of Rent.

            3.2.1 The rent described in paragraph 3.1 above shall be due and
payable in advance on the first day of each calendar month during the Term of
this Lease and any extension or renewals thereof commencing on the 1st day of
August, 1996.

            3.2.2 All other Rent will be payable when due pursuant to this
Lease.

            3.2.3 Tenant hereby agrees to so pay all Rent to Lessor without
demand and without reduction, abatement, counterclaim or offset at such address
as may be designated by Lessor from time to time.

      3.3   Interest on Past Due Rent. Tenant hereby acknowledges that late
payment by Tenant to Lessor of rent or other sums due hereunder will cause
Lessor to incur costs not contemplated by this Lease, and the exact amount of
such costs include, but are not limited to, processing and accounting charges,
and late charges which may be imposed upon Lessor by the terms of any mortgage
or deed of trust



                                      -2-
<PAGE>   6

covering the Premises. Therefore, in the event Tenant shall fail to pay any
installment of rent or other sum due hereunder within five (5) days after such
amount is due Tenant shall pay to Lessor as additional rent a late charge equal
to interest upon said sum at the rate of twelve percent (12%) per annum from the
data such sum was due until paid. A $20.00 charge will be paid by the Tenant to
the Lessor for each returned check. In the event Lessor pays any sum or expense
on behalf of Tenant which Tenant is obligated to pay hereunder, or in the event
Lessor expends any other sum or incurs any expense or Tenant fails to pay any
sum due hereunder which is not rent or additional rent, Lessor shall be entitled
to receive interest upon said sum at the rate of twelve percent (12%) per annum
from the date such sum was due until paid. Tenant further agrees to pay any and
all interest and/or penalties due by reason of Tenant's failure to make any
payments to any entities other than Lessor which are required to be made by
Tenant hereunder.

                              SECTION 4 -- DEPOSITS

      Upon execution of this Lease, Tenant shall deposit with Lessor the
sum of TWENTY-EIGHT THOUSAND TWO HUNDRED SEVENTY-NINE and 21/100 DOLLARS
($28,279.21) (the "Deposit") as prepaid Rent and a security deposit.  The
Deposit shall be allocated as follows:

      4.1   Rent. THIRTEEN THOUSAND SEVEN HUNDRED FORTY-THREE and 17/100 DOLLARS
($13,743.17) of the Deposit shall be applied to the monthly installment of Base
Rent due on August 1, 1996.

      4.2   Security Deposit. FOURTEEN THOUSAND FIVE HUNDRED THIRTY-SIX and
04/100 DOLLARS ($14,536.04) of the Deposit shall constitute a security deposit
for the performance by Tenant of the provisions of this Lease. If Tenant is in
default, Lessor may, but shall not be obligated to, use the security deposit, or
any portion of it, to cure Tenant's default; and Tenant shall, on demand,
immediately pay to Lessor the sum necessary to replenish the security deposit to
that initially deposited with Lessor. If Tenant is not in default of any
material obligations, terms, covenants, conditions and agreements to be
performed or observed by Tenant under this Lease, or if any default is curable
by application of all or a portion of the Deposit, then Lessor shall return the
security deposit, or balance thereof, to Tenant within sixty (60) days after the
end of the Lease Term. Lessor's obligations with respect to the security deposit
are those of a debtor and not a trustee. Lessor may maintain the security
deposit or may commingle the security deposit with Lessor's general or other
funds. Lessor shall not be required to pay Tenant interest on security deposit.



                                      -3-
<PAGE>   7
                                SECTION 5 -- USE

      5.1   The Premises are to be used and occupied by Tenant solely for the
purpose of operating thereon an office facility for its business. Tenant agrees
that it has determined to its satisfaction that the Premises can be used for
these purposes, and waives any right to terminate this Lease solely on the basis
that the Premises cannot be used for such purposes during the Lease Term.

      5.2   Tenant shall not do, bring, or keep anything in or about the
Premises or the Project that will increase the existing rate of insurance on the
Project or any part thereof, or any of its contents, or that will cause the
cancellation of any insurance covering the Project, or any part thereof, or any
of its contents. If the rate of any insurance carried by Lessor is increased as
a result of Tenant's use, Tenant shall pay to Lessor within ten (10) days before
the date Lessor is obligated to pay a premium on the insurance, or within ten
(10) days after Lessor delivers to Tenant a statement from Lessor's insurance
carrier stating that the rate increase was caused solely by an activity of
Tenant on the Premises as permitted in this Lease, whichever date is later, a
sum equal to the difference between the original premium and the increased
premium.

      5.3   Tenant shall not do or permit any of its agents, employees, invitees
or visitors to do anything in or about the Premises or the Project which will in
any way obstruct or interfere with the rights of other tenants or occupants of
the Project or injure or annoy or disturb them; or use or allow the Premises or
the Project to be used for any unlawful purpose.

      5.4   Tenant shall not commit or suffer to be committed any waste in or
upon the Premises or the Project.

      5.5   Tenant shall not place upon or install in the windows or other
openings or exterior sides of doors or walls of the Premises or any part of the
Premises visible from the exterior of the Premises, or anywhere also on the
Project, any signs, symbols, drapes or other materials without the prior written
consent of Lessor, which consent will not be unreasonably withheld, provided in
the event that Tenant leases two or more floors of the Building, and for so long
as Tenant continues to lease two or more floors of the Building, Tenant shall be
entitled to install and maintain, at Tenant's cost, reasonable signage on the
exterior of the Building provided such signage does not damage the Building and
does not interfere with other signage on the Building. Lessor shall place
Tenant's name on the building standard signs in the ground floor lobby at the
expense of Tenant and Tenant may install its own sign(s) in the elevator
lobby(ies) of the floors that Tenant occupies.



                                      -4-
<PAGE>   8
                            SECTION 6 -- COMMON AREAS

      6.1   The term "Common Areas" means areas and facilities outside the
Premises that are provided and designated by Lessor from time to time for the
general use and convenience of tenant and of other tenants of the Building and
their respective authorized representatives, guests, and invitees. Common areas
may include, without limitation, designated pedestrian walkways and patios,
landscaped areas, public lobbies, elevators, sidewalks, loading areas, parking
areas, service corridors, restrooms, stairways, arcades, and roads.

      6.2   Lessor gives to Tenant and its authorized representatives the
nonexclusive right to use the Common Areas, with others who are entitled to use
the Common Areas, subject to Lessor's rights set forth in Section 6.3. Customers
of Tenant may not use such common areas except to the extent necessary to enter
the Premises from the street entrance.

      6.3   Lessor shall have the right to:

            6.3.1 Establish and enforce reasonable rules and regulations
applicable to all tenants concerning the maintenance, management, use and
operation of the Common Areas, so long as such rules and regulations do not
create a monetary cost to Tenant. Any existing rules and regulations are
attached to this Lease as Exhibit 3.

            6.3.2 Close any of the Common Areas to the extent required in the
opinion of Lessor's counsel to prevent a dedication of any of the Common Areas
or the accrual of any rights of any person or of the public to the Common Areas.

            6.3.3 Close temporarily any of the Common Areas for purposes of
cleaning, maintenance, alterations, improvements or additions.

            6.3.4   Designate other property to become part of the Common
Areas.

            6.3.5 Make changes to the Common Areas including, without
limitation, changes in the location of driveways, entrances, exits, vehicular
parking spaces and parking areas.

                SECTION 7 -- INITIAL LEASEHOLD IMPROVEMENTS

      7.1   Lessor shall make those improvements to the Premises which are shown
on the attached Exhibit 2 and shall steam clean the carpets and touch up
existing paint. Lessor shall under no condition be required to install or pay
for any other


                                      -5-
<PAGE>   9
tenant improvements of any kind. Tenant shall not remove any tenant improvements
installed by Lessor without Lessor's prior written approval.

                       SECTION 8 -- IMPROVEMENTS BY TENANT

      8.1   On and subject to the terms and condition set forth in this Section
and in Section 9, Tenant may make, at its expense, such alterations, additions
improvements (collectively called "Tenant Improvements") to the interior of the
Premises during the term of this Lease that Tenant requires in order to use the
Premises for the uses permitted in Section 5.1, provided that the following
requirements have first been satisfied;

            8.1.1 Tenant shall submit to Lessor reasonably detailed final plans
and specifications and working drawings of the proposed Tenant Improvements, the
name of Tenant's proposed contractor who must provide Lessor with a Certificate
of Insurance covering Contractor's Liability and Property Damage in an amount
not less than Two Hundred Fifty Thousand and no/100 Dollars ($250.000.00), and
naming Lessor as an additional insured. Said Certificate to be issued prior to
commencement of the Tenant Improvement work.

            8.1.2 Lessor shall have given Tenant written notice of Lessor's
approval of said final plans, specifications, working drawings, the proposed
contractor, and insurance carried by the proposed contractors, Lessor shall be
deemed to have approved said plans, specifications, drawings, contractor and
insurance if Lessor has not disapproved the same within ten (10) Business Days
after Lessor received them. Lessor shall not unreasonably withhold or delay its
approval; Lessor shall give Tenant written notice of the reasons for Lessor's
disapproval.

            8.1.3 The Tenant Improvements shall be approved by all appropriate
government agencies, and all applicable permits and authorizations shall be
obtained before commencement of any Tenant Improvements.

            8.1.4 Prior to the commencement of construction of such improvements
Tenant at its sole cost shall cause its selected contractor to furnish to Lessor
a performance and completion bond issued by an insurance company qualified to do
business in the State of Washington and approved by Lessor in a sum equal to the
cost of such Improvements (as determined by the construction contract between
Tenant and its contractor) guaranteeing the completion of such Improvements,
free and clear of all liens and other charges, in accordance with the plans and
specification approved by Lessor.



                                      -6-
<PAGE>   10

      8.2   All Tenant Improvement shall be completed with due diligence in
compliance with all applicable laws, with the plans and specifications and
working drawings approved by Lessor, and by the contractor approved by Lessor.

      8.3   All debris, trash, refuse and waste materials shall be stored only
within the Premises and shall be regularly removed therefrom by Tenant at its
cost.

      8.4   Tenant Improvements shall be made in a manner that will not
unreasonably disturb or interfere with other tenants in the Building.

      8.5   All Tenant Improvements, other than trade fixtures and computer
cabling, shall become the property of Lessor and shall remain on and be
surrendered with the Premises on the expiration or earlier termination of the
Lease, except that Lessor may elect, in writing at the time of approving Tenant
Improvements, to require Tenant to remove any Tenant Improvements so approved.
If Lessor so elects, Tenant at its cost shall remove the Tenant Improvements and
repair any damage caused by such removal before the last day of the term or
expiration of the Lease.

      8.6   Tenant shall not make changes to locks on doors or add to, disturb
or in any way change any plumbing or electrical wiring without the prior written
consent of Lessor and in accordance with the requirements of this section.
Tenant may install phone and computer cabling in the Premises and Lessor agrees
to continually grant to Tenant access through the Building as shall be
reasonably designated by Lessor for such cabling.

                               SECTION 9 -- LIENS

      Tenant shall pay all costs for construction done by it or caused to be
done by it on the Premises as permitted by this lease. Tenant shall keep the
Premises and Project free and clear from any liens or lien claims arising out of
work performed, material furnished or obligations incurred by or on behalf of
Tenant, and Tenant shall indemnify and hold Lessor harmless from any liability
for losses or damages resulting directly or indirectly from any such liens or
lien claims. If Tenant shall desire to contest the correctness or the validity
of any such lien, it shall furnish Lessor adequate security of the value or in
the amount of the claim, plus estimated costs and interest, or a bond of a
responsible corporate surety authorized to do business in the State of
Washington and approved by Lessor, in such amount, conditioned on the discharge
of the lien. If a final judgment establishing the validity or existence of a
lien for any amount is entered, Tenant shall pay and satisfy the same
immediately.



                                      -7-
<PAGE>   11


                           SECTION 10 -- HOLD HARMLESS

      Lessor, its agents and employees shall not be liable to Tenant or its
officers, contractors, licensees, agents, servants, employees, customers,
guests, invitees or visitors, or to any third party for any damage to person or
property caused or arising from or in connection with any act, omission or
neglect of Tenant. Tenant agrees to indemnify Lessor and hold it harmless from
and against any and all liability, claims, causes of action, damages, costs and
expenses (including without limitation, attorneys' fees), arising from or in
connection with any act, omission, or neglect of Tenant or its officers,
contractors, licensees, agents, servants, employees, guests, invitees,
customers, or visitors; any breach or default under this Lease by Tenant; or any
accident, injury or damage, howsoever and by whomsoever caused, to any person or
property, occurring in or about the Premises, which are caused by the act or
negligence of Tenant, or its officers, agents, or employees. Tenant's
obligations under this Section 10 arising by reason of any events occurring
during the term of this Lease or any extension or renewals thereof shall survive
the expiration or termination of this Lease. The foregoing provisions shall not
be construed to make Tenant responsible for loss, damage, liability, claims,
causes of action or expense resulting from injuries to third parties caused by
the negligence of Lessor, or its officers, contractors, licensees, agents
employees, or invitees.

                             SECTION 11 -- INSURANCE

      11.1   Tenant at its cost shall obtain and maintain in full force and
effect during the Term of this Lease and any extensions or renewals thereof
policies of comprehensive public liability insurance with minimum limits of:

       $50,000 per occurrence and
       $1,000,000 appropriate bodily injury and
       $250,000 property damages
       or
       $1,000,000 combined single limits

Such policies shall insure performance by Tenant of Tenant's obligations set
forth in Section 11. Lessor shall be named as an additional insured and the
policies shall contain cross liability endorsements.

      11.2   Tenant at its cost shall maintain on all of Tenant's personal
Property, and Tenant's Improvements a policy or policies of standard fire and
extended coverage insurance with vandalism and malicious mischief endorsement to
the extent of replacement value; however, at no time less than an amount as
shall be equal to the value of Tenant's improvements and personal property. In
addition, said policy shall



                                      -8-
<PAGE>   12

also provide for business interruption and loss of income at an amount necessary
to ensure meeting all continuing financial obligations of Tenant, for a period
of not less than four (4) months. The proceeds from any such policy shall be
used by Tenant for the repair and replacement of Tenant's Personal Property
and/or the restoration of Leasehold Improvements. "Tenant's Personal Property"
includes Tenant's movable equipment, furniture, furnishings, merchandise, and
other movable personal property including trade fixtures.

      11.3  Each policy of insurance required under this Lease shall:

            11.3.1 Be issued by an insurance company authorized to do business
in the State of Washington and rated Bests "A" or better.

            11.3.2 Contain an endorsement requiring thirty (30) days written
notice from the insurance company to both parties and Lessor's lender (if any)
before cancellation or change in the coverage, scope or amount of any such
policy.

      11.4  Each policy of insurance required under this Lease, or a certificate
of such policy, together with evidence of payment of premiums, shall be
deposited with the Lessor at the commencement of the Term; and on renewal of the
policy, not less than five (5) days before expiration of the term of the policy.

               SECTION 12 -- CASUALTY DAMAGE OR DESTRUCTION

      12.1  In the event that fire or other casualty renders the Premises
totally or partially untenantable, Tenant shall immediately give Lessor written
notice thereof ("Tenant's First Notice"). If the casualty occurs during the last
six (6) months of the Term (or the Extended Term) and such casualty was not
caused by Tenant, Tenant may terminate this Lease on thirty (30) days written
notice.

      12.2  If the Premises or the Building are totally or partially damaged or
destroyed by fire or other casualty so as to render the Premises totally or
partially untenantable, Lessor may at its option, restore the Premises to the
same condition as the Commencement Date. Within thirty (30) days from the date
Lessor received Tenant's First Notice, Lessor shall give Tenant written notice
(the "Lessor's Notice") stating:

            12.2.1  Lessor elects to restore the Premises; or

            12.2.2  Lessor elects not to restore the Premises and Lessor
elects to terminate this Lease



                                      -9-
<PAGE>   13


      12.3  If Lessor elects to restore the Premises, then Lessor shall restore
the Premises within ninety (90) days from the date of the casualty and this
Lease shall remain in full force and effect except that, during the period from
damage or destruction until restoration, the Base Rent shall be abated in the
same ratio as that portion of the Premises which Lessor determines is unfit for
occupancy bears to the whole of the Premises, provided that there shall be no
such abatement if the damage or destruction is due in whole or in part to the
act, omission or neglect of Tenant, its agents, employees, contractors, invitees
or visitors. If Lessor's Notice states that Lessor elects not to restore the
Premises, then Tenant shall have the option to terminate this Lease by
delivering written notice thereof ("Tenant's Second Notice") to Lessor within
thirty (30) days from the date Tenant receives Lessor's Notice. If Tenant so
delivers Tenant's Second Notice, than all rent owed up to the time of such
damage or destruction shall be paid by Tenant and this Lease shall terminate and
be at an end as of the date of such damage or destruction. If Tenant does not so
deliver Tenant's Second Notice, then this Lease shall remain in full force and
effect, except that, from and after the date of such damage or destruction, Rent
shall be abated in the same manner and to the same extent as is provided in this
Section 12.3 in the case of Lessor's election to restore the Premises.

      12.4  If the Building shall be substantially damaged or destroyed by fire
or other casualty (i.e. greater than 50% diminution in value) such that Lessor
shall decide not to rebuild or restore the building, but such damage or
destruction shall not render the Premises totally or partially untenantable,
Lessor may, at its option, terminate this Lease by notice in writing to Tenant
within thirty (30) days after such damage or destruction. Such notice shall be
effective sixty (60) days after receipt thereof by Tenant. All Rent owed up to
the time of the effective date of such notice shall be paid by Tenant and this
Lease shall terminate as of the effective date of such notice.

      12.5  The proceeds of any insurance policies carried by Lessor on the
Project and any part thereof shall belong to and be paid to Lessor. Tenant shall
have no interest in or right to such proceeds and shall make no claims against
Lessor of Lessors' insurer for any such proceeds.

      12.6  Nothing in this Section and no termination of the Lease pursuant to
this Section shall relieve Tenant of any liability under Section 29.2 of this
Lease.

                           SECTION 13 -- CONDEMNATION

      13.1  Definitions

            13.1.1 "Condemnation" means (a) the exercise of any governmental
power, whether by legal proceedings or otherwise, by a condemnor and (b) a



                                      -10-
<PAGE>   14

voluntary sale or transfer by Lessor to any Condemnor, either under threat of
Condemnation or while legal proceedings for Condemnation are pending.

            13.1.2 "Date of Taking" means the date the Condemnor has the right
to possession of the property being condemned.

            13.1.3 "Condemnor" means any public or quasi public authority, or
private corporation or individual, having the power of Condemnation.

      13.2  If all or part of the premises are taken by Condemnation, this Lease
shall terminate as to the part so taken as of the Date of Taking and all Rent
shall be paid to that date. If a portion of the premises is taken and the
remaining portion is unsuitable for Tenant's continued use, Tenant may by
written notice to Lessor within ten (10) days after notice of such Condemnation,
terminate this Lease as of the Date of Taking. Except as provided in Section
13.3, if Tenant does not have or does not exercise the option to terminate, this
Lease shall remain in full force and effect as to that portion of the Premises
not taken by Condemnation, except that Minimum Rent shall be reduced, effective
on the Date of Taking, by an amount that is in the same ratio to the Base Rent
as the total number of square feet in the Premises taken bears to the Net Usable
Area of the Premises immediately before the Date of Taking (provided that if
circumstances make abatement based on square footage unreasonable, the Minimum
Rent shall abate by a reasonable amount.

      13.3  If any substantial part of the Project is taken by Condemnation,
(i.e. greater than 50% diminuation in value) whether or not such Condemnation
shall affect the Premises, Lessor shall have the option to terminate this Lease
effective as of the Date of taking, by written notice to Tenant within sixty
(60) days after the Date of Taking.

      13.4  Lessor reserves all rights to damages to the Premises for any
partial or total taking by Condemnation and Tenant hereby assigns to Lessor any
right Tenant may have to such damages or award. Tenant shall make no claim
against Lessor or Condemnor for damages for termination of Tenant's leasehold
interest. Tenant shall have the right to claim and recover from the Condemnor
compensation for any cost and expense to which Tenant may be put for Tenant's
moving expenses or taking of Tenant's Personal Property or interference with
Tenant's business, provided that such damages may be claimed only if they are
awarded separately and not out of or as a part of the damages or award
recoverable by Lessor.



                                      -11-
<PAGE>   15
                         SECTION 14 -- DAMAGE FROM OTHER

      14.1  Except as otherwise expressly provided in this Lease, Lessor shall
not be liable or responsible to Tenant for any loss or damage to any property or
person occasioned by theft, burglary, act or neglect of any tenant or occupant
of the Building or of any other person, fire or other casualty, act of God,
public enemy, injunction, riot, strike, insurrection, war, court order,
requisition or order of governmental body or authority.

      14.2  Notwithstanding anything in this Lease, Lessor shall in no event be
liable to Tenant for any damage to any personal property in or on the Premises
or the Project occasioned by bursting, rupture, leakage or overflow of any
plumbing or other pipes (including but not limited to water, steam and/or
refrigerant lines), sprinklers, tanks, drains, drinking fountains or washstands,
or other similar cause, above, upon or about the Premises or the project not
caused by Lessor's act or neglect.

                  SECTION 15 -- ASSIGNMENT AND SUBLETTING

      15.1  Tenant shall not (voluntarily, involuntarily or other wise) assign,
encumber, transfer or dispose of all or any part of its interest in this Lease,
or in the Premises, or sublease all or any part of the Premises, or allow any
other person or entity (except Tenant's authorized representative) to occupy or
use all or any part of the Premises, without first obtaining Lessor's written
consent which consent shall be granted provided any such assignee assumes, in
writing, the terms and conditions of Tenant under this Lease and provided that
such assignee provides evidence to Lessor that such assignee is at lease as
financially strong as Tenant was at the time of the execution of this Lease.

      15.2. No assignment or subleasing by Tenant shall relieve Tenant of any
obligation under this Lease. Any assignee or sublessee approved by Lessor shall
be jointly and severally liable with Tenant for the payment of Rents and for the
performance of all covenants, terms, and conditions of this Lease and of any
approved sublease.

      15.3  No consent to any assignment, encumbrance, transfer, disposition or
sublease shall constitute a further waiver of the provisions of this Section 16.

      15.4  Subject to the foregoing provisions, this Lease shall be binding
upon and inure to the benefit of the parties and their respective successors.



                                      -12-
<PAGE>   16
                              SECTION 16 -- DEFAULT

      16.1  The occurrence of any of the following shall constitute a default by
Tenant under this Lease:

            16.1.1 Failure by Tenant to make any payment of Rent as and when
due, where such failure shall continue for five (5) business days.

            16.1.2 Any assignment, encumbrance, transfer, disposition or
sublease made in violation of Section 15.

            16.1.3 Failure by Tenant to perform or observe any other provision
of this Lease by it to be performed or observed if the failure is not cured
within five (5) business days after notice has been given by Lessor to Tenant.
If the default cannot reasonably be cured within five (5) business days, Tenant
shall not be in default if Tenant commences to cure the default within the 5-day
period and diligently and in good faith continues to cure the default.

            16.1.4 Any writ of attachment or writ of execution is levied upon
any right or interest of Tenant under this Lease, or any petition is filed by or
against Tenant to declare Tenant a bankrupt or insolvent or to delay, reduce or
modify Tenant's debt or obligations, or any petition is filed or other action
taken to reorganize or modify Tenant's structure; or Tenant is declared
insolvent according to law; or an assignment of Tenant's property is made for
the benefit of creditors; or a receiver or trustee is appointed for Tenant or
its property (provided that no such levy or petition filed against Tenant shall
constitute a default if Tenant shall vigorously contest the same by appropriate
proceedings and shall remove or vacate the same within thirty (30) days from the
date of its creation, service, or filing).

                         SECTION 17 -- LESSOR'S REMEDIES

      17.1  In the event of a default by Tenant, Lessor may have any one or more
of the following described remedies in addition to all other rights and remedies
provided in the Lease and now or hereafter available at law or in equity:

            17.1.1 Lessor may terminate this Lease and forthwith repossess the
Premises and remove all persons and property therefrom, and shall be entitled to
recover forthwith as damages the sum of money equal to the total of (a) the cost
of recovering the Premises, (b) the unpaid Rent owed at the time of termination,
plus interest on the unpaid Rent from due date at the rate provided in Section
3.3, (c) the amount by which the balance of the Rent for the remainder of the
term exceeds the



                                      -13-
<PAGE>   17
amount of the loss of rent that Tenant proves could have been reasonably
avoided, and (d) any other sum of money and damages owed by Tenant to Lessor; or

            17.1.2 Lessor may continue this Lease in full force and effect.
Lessor, may, but shall not be obligated to, re-enter the Premises and relet the
same or any part thereof, for the account of Tenant. Such reletting may be for a
period shorter or longer than the remaining term of this Lease, and may be upon
such terms and for such rent as shall be satisfactory to Lessor. Tenant shall be
liable to Lessor for all costs incurred by Lessor in reletting all or any part
of the Premises, including but not limited to; all costs and expenses of
re-entering and recovering possession of the Premises; all costs and expenses
required by the reletting; brokers' commissions; all costs and expense incurred
by Lessor in collecting the rent accruing from such reletting. If a sufficient
sum shall not be realized from reletting to pay (a) all costs and expenses of
reletting, (b) Rent due at the time of reletting together with interest thereon
at the rate provided in Section 3.3, and (c) Rent coming due hereunder, then
Tenant shall satisfy and pay any such deficiency upon demand therefor from time
to time. If the Premises are not relet, then Tenant shall pay to Lessor the Rent
reserved to this Lease upon demand therefor from time to time. Tenant agrees
that Lessor may file suit to recover any sums coming due under the terms of this
Section 17.1.2 from time to time, on one or more occasions, and Lessor shall not
be obligated to wait until the expiration of the term of this Lease. Any such
reletting shall not be construed as an election on the part of Lessor to
terminate this Lease unless a written notice of such intention is given to
Tenant by Lessor. Notwithstanding any such reletting without termination, Lessor
may at any time thereafter elect to terminate this Lease for Tenant's previous
default.

            17.1.3 Lessor, at any time after Tenant commits a default, may but
shall not be obligated to cure the default at Tenant's cost. If Lessor at any
time, by reason of Tenant's default, pays any sum or does any act that requires
the payment of any sum, the sum paid by Lessor shall be due immediately from
Tenant to Lessor at the time the sum is paid by Lessor, and if repaid by Tenant
at a later date, shall bear interest at the rate provided in Section 3.3 until
repaid.

            17.1.4 The option to expand described in Section 33, Right of First
Refusal described in Section 34 and option to extend described in Section 35,
unless previously exercised, shall be thereby rendered null and void.

                              SECTION 18 -- ACCESS

      18.1  Lessor and its authorized representatives shall have the right,
during the final 120 days of the Term, to enter the premises at reasonable
times, and after reasonable prior notice to Tenant to inspect, clean, make
repairs, alterations, or



                                      -14-
<PAGE>   18
additions to the Premises, to show the Premises to prospective tenants,
purchasers or others, and for other reasonable purposes deemed necessary or
desirable by Lessor provided that Lessor shall not unreasonably interfere with
Tenant's business operation. Tenant shall not be entitled to any abatement or
reduction in Rent by reason thereof. Nothing in this Section shall be deemed to
impose any obligation upon Lessor not expressly stated elsewhere in this Lease.

      18.2  Tenant shall be entitled to enter upon the Premises prior to the
commencement date of the Term for the purpose of installing cable and furniture
provided Tenant shall in no event disturb or interfere with the rights of any
existing tenancy at the Premises.

           SECTION 19 -- SURRENDER OF PREMISES AND HOLDING OVER

      19.1  On expiration or earlier termination of this Lease, Tenant shall
surrender to Lessor the Premises and all leasehold improvements made by either
party (except those improvement that Tenant is obligated to remove pursuant to
Section 8.5) in the same condition as on the Commencement Date, ordinary wear
and tear, and damage by fire or other causality not caused by Tenant, excepted.

      19.2  If Tenant, with Lessors written consent, remains in possession of
the Premises after termination of this Lease, such possession by Tenant shall be
deemed to be a month-to-month tenancy, Tenant shall pay all Rent provided in
this Lease; and all provisions of this Lease shall apply to the month-to-month
tenancy, except those pertaining to any option to extend the term hereof.

      19.3  If Tenant, without Lessor's written consent, remains in possession
of the Premises after the termination of this Lease, Tenant shall pay, as
liquidated damages, the greater of;

            19.3.1 One hundred fifty percent of the Rent which Tenant was
obligated to pay for the month immediately preceding the end of the Term of this
Lease for each month or any part thereof of any such holdover; or

            19.3.2 If Lessor has leased all or part of the Premises to other
tenants effective upon the termination of this Lease, the total rent which such
other tenants have agreed to pay for the Premises.

      In the event of any unauthorized holding over, Tenant shall also indemnify
Lessor against all claims for damages by any other tenants to whom Lessor may
have leased all or any part of the Premises effective upon the termination of
this Lease.



                                      -15-
<PAGE>   19
                        SECTION 20 -- COMPLIANCE WITH LAW

      20.1  Tenant shall not use the Premises or the Project, or permit anything
to be done in or about the Premises or Project which will in any way conflict
with any law.

      20.2  Tenant shall, at its sole cost and expense, comply with any judicial
decision, statute, ordinance, resolution, rule, administrative order, or other
requirement of any municipal, county, state, federal or other government agency
or authority having jurisdiction over the parties or the Premises, or both, in
effect either at the time of execution of the Lease or at any time during the
Term of the Lease (including without limitation, any regulation or order of a
quasi-official entity or body) which relates to or affects the condition, use or
occupancy of the Premise (collectively called "law" or "laws"). Without limiting
the foregoing, Tenant shall have the obligation, at Tenants' cost, to alter and
modify the Premises in compliance and conformity with all laws relating to the
condition, use or occupancy of the Premises during the Term, except that Tenant
shall not be obligated to comply with any law that requires structural
alterations or modifications to the Premises unless such alterations or
modifications are required as the result of Tenants particular and specific use
of the Premise at the time. Lessor shall in no event be required to make such
required structure alterations or modifications to the Premises. This section
does not apply with respect to Environmental Laws or the Americans with
Disabilities Act which are covered in Section 38 and 39.

      20.3  The judgment of any court of competent jurisdiction or the admission
of Tenant in any action against Tenant, whether Lessor is a party thereto or
not, that Tenant has violated any law shall be conclusive of the fact as between
Lessor and Tenant.

      20.4  Tenant's agreement to comply with all laws does not extend to making
structural alterations or doing remedial work required by any existing or future
statute, code or ordinance, or to correcting pre-existing conditions or defects
on the Premises or Building existing on the Commencement Date.

      20.5  All of Lessor's work on the Premises and Building shall comply with
all applicable laws and regulations.

                       SECTION 21 -- RULES AND REGULATIONS

      Lessor shall have the right to promulgate from time to time rules and
regulations and amendments thereto for the safety, care and cleanliness of the
Premises, the Project, or for the preservation of good order, so long as such
rules



                                      -16-
<PAGE>   20

and regulations do not create a monetary cost to Tenant. Any such rules and
regulations now existing are attached to this Lease as Exhibit 3.

                       SECTION 22 -- ESTOPPEL CERTIFICATES

      Tenant shall, from time to time, upon written request of Lessor, execute,
acknowledge and deliver to Lessor or its designee a written statement stating:
the date this Lease was executed and the date it expires; the date Tenant
entered into occupancy of the Premises; the amount of Rent and the date to which
Rent has been paid; that this Lease is in full force and effect and has not been
assigned, modified, supplemented or amended in any way (or specifying the date
and terms of any agreement so affecting his Lease); that this Lease represents
the entire agreement between the parties; that all obligations under this Lease
to be performed by the Lessor have been satisfied (or specifying in what respect
Lessor has failed to perform; that there are no existing defenses or offsets
which the Tenant has against the enforcement of this Lease by the Lessor (or
specifying any defenses or offsets claimed by Tenant); that no Rent has been
paid more than one month in advance, and that no security has been deposited
with Lessor (or, if so, the amount thereof). It is agreed that any such
statement delivered pursuant to this Section may be relied upon by a prospective
purchaser of Lessor's interest or a mortgagee of Lessor's interest or assignee
of any mortgage upon Lessor's interest in the Land or the Building. If Tenant
shall fail to respond within 10 days after receipt by Tenant of a written
request by Lessor as herein provided, Tenant shall be deemed to have given such
statement as above provided without modification; and shall be deemed to have
admitted about the following items: that this Lease is in full force and effect;
that there are no uncured defaults in Lessor's performance; that the security
deposit is as stated in this Lease; and that not more than one months Rent has
been paid in advance.

                           SECTION 23 -- SUBORDINATION

      Tenant agrees that this Lease shall be subordinate to all present and
future mortgages, deeds of trust, ground leases and other encumbrances for
security affecting the Premises, the Building and/or the Land, and to all
renewals and modifications, supplements, replacements, consolidations and
extensions thereof provided such instruments executed subsequent to the
execution of this Lease provide that the mortgagee or Lessor shall not disturb
Tenant's occupancy for so long as Tenant complies with the terms of this Lease.
Lessor reserves the right to subordinate such mortgages, deeds of trust, ground
leases or encumbrances to his Lease. Tenant agrees to execute, acknowledge and
deliver any and all reasonable instruments requested by Lessor which are
necessary or proper to effect such subordination or to make this Lease prior to
the lien of any ground lease, mortgage, deed of trust, or other


                                      -17-
<PAGE>   21

encumbrance for security; and if Tenant shall fail to do so within 10 days after
receipt of written demand therefor by Lessor, Tenant shall be deemed to have
appointed Lessor as tenant's attorney in fact, in Tenants name and place solely
to execute such reasonable documents as may be reasonably necessary to do so. If
the premises should be purchased or otherwise acquired by any person in
connection with any sale or other proceeding under the terms of such mortgage,
deed of trust, ground lease, or other encumbrance, Tenant shall, on request,
attorn to any such transferee.

                         SECTION 24 -- TENANT'S PROPERTY

      Tenant's movable equipment, furniture furnishings, merchandise and other
movable property including trade fixtures (collectively called "Tenant's
Personal Property") installed or located at the Premises shall be and remain the
property of Tenant. On expiration of the Lease term, Tenant shall remove all
such property. Tenant shall repair or reimburse Lessor for the cost of repairing
any damage to the Premises or the Project resulting from the installation or
removal of Tenant's Personal Property of Tenant.

                        SECTION 25 -- REMOVAL OF PROPERTY

      All Tenant's Personal Property remaining on the Premises or in the Project
at the expiration or earlier termination of this Lease shall conclusively be
deemed abandoned and may be removed by Lessor. Except as otherwise required by
law Lessor may store such property in any place selected by Lessor including but
not limited to a public warehouse at the expense and risk of Tenant, with the
right to sell any or all of such stored property at public or private sale, in
such manner and at such times and places as Lessor in its sole discretion may
deem proper, without notice to Tenant; and the proceeds of such sale shall be
applied first to the cost of such sale, second to payment of the costs of
removal and storage, and third to payment of any other sums which may then be
due from Tenant to Lessor under any of the terms of this Lease with the balance,
if any, to he paid to Tenant.

                              SECTION 26 -- NOTICES

      Any notice under this Lease must be in writing and be personally
delivered, delivered by recognized overnight courier service or given by mail.
Any notice given by mail must be sent, postage prepaid, by certified or
registered mail, return receipt requested. All notices must be addressed to the
parties at the following addresses or at such other addresses as the parties may
from time to time direct in writing:



                                      -18-
<PAGE>   22

      Lessor:               Trident Investments, Inc.
                            1516 Second Ave., Suite 420
                            Seattle, WA 98101
                            Attn: Joseph W. Edmonds

      Tenant:               Amazon.com, Inc.
      (prior to occupancy   2250 First Ave. S.
      of the Premises)      Seattle, WA 98134
                            Attn: Jeffrey P. Bezos

      (after occupancy of   Amazon.com, Inc.
      the Premises)         1516 Second Ave., Suite 400
                            Seattle, WA 98101
                            Attn: Jeffrey P. Bezos

      Any notice will be deemed to have been given, if personally delivered,
when delivered, and if delivered by courier service, one (1) business day after
deposit with the courier service, and if mailed, two (2) business days after
deposit at any post office in the United States of America.

                        SECTION 27 -- LESSOR MAINTENANCE

      27.1  Except as otherwise provided in this Lease, Lessor shall
maintain in reasonably good order and condition;

            27.1.1  The foundation, bearing and exterior walls,
subflooring, beating, ventilating, air conditioning systems and roof of
the Building;

            27.1.2 The electrical, plumbing, and sewage systems in the Building
lying outside the interior walls located along the exterior walls of the
Premises;

            27.1.3  Window frames, gutters and downspouts on the Building;
and

            27.1.4  Common areas.

      27.2 In the event any repair or maintenance described in Section 27.1 is
occasioned by the act omission, or neglect of Tenant or any persons who may be
in or upon the Premises or the Project with the express or implied consent of
Tenant (including Tenant's officers, contractors, agents, invitees, customers
guests, employees), Tenant shall pay to Lessor the costs of such maintenance and
repair on demand by Lessor, or if the repair is not one which can reasonably be
cured within ten (10) business days, for the amount of time reasonably necessary
to complete such repairs provided such repairs are commenced within such period.



                                      -19-
<PAGE>   23
      27.3  Lessor shall not be in default under this Lease and shall not be
liable to Tenant for any loss or damage to person or property, or any
inconvenience or interference with Tenant's business caused by or resulting from
Lessor's failure to perform its obligations under Section 27.1 unless such
failure shall persist for ten (10) business days after written notice of the
need for repair or maintenance has been given by Tenant to Lessor.

      27.4  There shall be no abatement of rent and Lessor shall not be liable
or responsible to Tenant for any loss or damage for inconvenience to, or
interference with Tenant's use of the Premises which may arise through repair,
maintenance or alteration of any part of the Project except to the extent of
Lessor's negligence.

                        SECTION 28 -- TENANT MAINTENANCE

      28.1  Tenant's taking possession of the Premises shall constitute Tenant's
acknowledgment that the Premises are in good condition and repair. Tenant, at
its sole cost and expense, shall keep the Premises and every part thereof
(including but not limited to initial leasehold improvements made by Tenant and
Tenant Improvements) and Tenant's Personal Property in good condition and
repair, ordinary wear and tear, and damage from fire or other casualty not
caused by Tenant, excepted.

      28.2  Tenant shall be liable for any damage to the Project caused by or
resulting from the act, omission or neglect of Tenant, its agents, employees,
contractors, invitees, customers or visitors.

      28.3  Tenant is not liable for maintaining or repairing pre-existing
defects in the Premises or repairs necessitated by the Lessor's negligence,
intentional act, default, fire or other casualty, condemnation or ordinary wear
and tear.

                          SECTION 29 -- OPERATING COSTS

      29.1  Definitions: "Base Rate" means $2.87 per square foot during the
initial term. If Tenant extends the term under Section 35, then during the
extension term, "Base Rate" is the actual Operating Costs per square foot
experienced during the final Lease Year of the initial term.

      "Operating Cost Increases" means the amount by which annual Operating
Costs per square foot for the Building exceeds the Base Rate. The Building is
agreed to contain 50,179 square feet.

      "Lease Year" means January 1 to December 31.


                                      -20-
<PAGE>   24


      "Tenant's Share of Operating Cost Increases" means the square foot area of
the Premises multiplied by the Operating Cost Increases.

      "Operating Costs" means all of Lessor's costs, charges and expenses of
operating and maintaining the Building, including the Common Areas, including,
without limitation:

      (1) all taxes and assessments (including, but not limited to, real and
personal property taxes and assessments, local improvement district assessments
and other special purpose assessments, and taxes on rent or gross receipts);

      (2) water, sewer and all other utility charges (other than utilities
separately metered and paid directly by Tenant or other tenants)

      (3)   janitorial and all other cleaning service;

      (4)   refuse and trash removal;

      (5)   refurbishing and repainting and carpet replacement;

      (6)   air conditioning, heating, ventilation and elevator service;

      (7)   pest control;

      (8)   lighting systems, fire detection and security services;

      (9)   landscape maintenance;

      (10)  management (fees and/or personnel costs);

      (11)  parking lot, road, sidewalk and driveway patching, resurfacing
and maintenance;

      (12)  snow and ice removal;

      (13) amortization in accordance with generally accepted accounting
principals of capital improvements as Lessor may in the future install to comply
with governmental regulations and rules or undertaken in good faith with a
reasonable exception of reducing operating costs (the useful life of which shall
be a reasonable period of time as determined by Lessor);

      (14)  cost of legal services (except those incurred directly
relating to a particular occupant of the Building); and



                                      -21-
<PAGE>   25


      (15)  accounting services, labor, supplies, materials and tools.

      "Operating Costs" specifically excludes the following:

      (a) The cost of repairs of other work occasioned fire, windstorm or other
casualty or loss in excess of the insurance proceeds therefor (or, if greater,
the proceeds that would have been available had Lessor maintained the insurance
required to be maintained by Lessor pursuant to this Lease), or by the exercise
of eminent domain;

      (b) Costs resulting from the correction of any latent construction defects
in all or any portion of the Building of Project, or any condition that is, as
of the date of this Lease, not in compliance with applicable laws, codes, rules
or regulations;

      (c)   Rental concessions or lease buyouts;

      (d) The costs of renovating or otherwise improving or decorating, painting
or redecorating space (exclusive of common areas) for any tenants or other
occupants of the Building, including, without limitation, Tenant;

      (e) The amounts by which the cost of any work or service performed for and
electricity applied to any tenant or occupant (other than Tenant) exceeds the
greater of (i) the cost of the standard amount of level of such work, service or
electricity provided to tenants or occupants of the Building in general, or (ii)
the cost of the amount or level of work, service or electricity made available
by Lessor to Tenant under this Lease;

      (f)   Premium rates paid on service or other contracts;

      (g) Overhead or profit paid to Lessor, subsidiaries or affiliates of
Lessor, for services on or to the Building if and to the extent the cost
therefor exceeds competitive costs for such services in comparable office
buildings located within five (5) miles of the Building;

      (h) Payments of principal, interest or other payments of any kind on any
deeds to secure debt, mortgages, ground or underlying leases, or other
hypothecations for security of all or any part of the Building by Lessor;

      (i)   Rents payable in connection with any ground or underlying
lease of all or any portion of the Building;

      (j)   Lessor's general overhead and any other expense not directly
related to the Building;



                                      -22-
<PAGE>   26


      (k) All items, services and/or goods for which Tenant or any other tenant,
occupant, person or other party is obligated to reimburse Lessor or to pay third
parties;

      (l) Advertising and promotional expenses with respect to leasing
space in or selling the Building;

      (m) Brokerage, legal and professional fees expended by Lessor in
connection with negotiating and entering into any leases and any related
instruments (including, without limitation, guaranties, surrender agreements,
leasing amendments and consents to assignment or subletting) with any tenant or
other occupant of any portion of the Building, and the enforcement of any such
instruments;

      (n) Estate, inheritance, gift, franchise and income taxes of
Lessor;

      (o) Wages, salaries and other compensation paid to employees of
the Lessor at the Building who are at or above the level of Building
manager;

      (p) The costs and expenses of maintenance and operation of any
parking facility in or serving the Building;

      (q) All items that would be capitalized under generally accepted
accounting principles as of the date hereof;

      (r) The cost of defending against claims in regard to the existence or
release of hazardous substances or materials at the Building and costs of any
clean-up of any such hazardous substances or materials (except with respect to
those costs for which Tenant is otherwise responsible pursuant to the express
terms of this Lease);

      (s) Costs and expenses incurred in connection with compliance with
or the contesting or settlement of any claimed violation of law or
requirements of law;

      (t) Interest, penalties or damages incurred by Lessor for late payment of
taxes or assessments or under any agreement to which Lessor is a party by reason
of the breach or default of Lessor;

      (u)   Expenses incurred in connection with relocating tenants in the
Building;

      (v) All other items for which Tenant or any other tenant, occupant or
other party compensates Lessor, so that no duplication of payments by Tenant or
to Lessor shall occur; and



                                      -23-
<PAGE>   27


      (w) Charges for electricity used in connection with the Building which
shall be determined as set forth in paragraph 29.9 below.

      29.2  Tenant's Obligation.  Tenant shall pay Tenant's Share of
Operating Cost Increases during the term of this Lease, as the same may be
extended.

      29.3  Monthly Payment.  In the first day of each calendar month,
Tenant shall pay to Lessor one-twelfth (1/12) of Tenant's Share of
Operating Cost Increases.

      29.4  Estimates of Operating Costs. Prior to the commencement of each
Lease Year or as soon thereafter as possible, Lessor shall furnish to Tenant a
written statement ("Operating Estimate") of Lessor's reasonable estimate of the
Operating Costs expected to be incurred during the Lease Year and showing
Lessor's estimate of Tenant's Share of Operating Cost Increases.

      29.5  Late Estimates. Failure by Lessor to provide an Operating Estimate
shall not constitute a waiver of Tenant's obligations under this Section. If
Lessor shall not have furnished an Operating Estimate at the times contemplated
herein, then until the first day of the month after such Operating Estimate is
furnished to Tenant, Tenant shall pay to Lessor on the first day of each month
an amount equal to the monthly sum payable by Tenant to Lessor in respect of the
last month of the preceding Lease Year. In such event, promptly after such
Operating Estimate is furnished to Tenant (a) if there is a deficiency, Tenant
shall promptly pay the amount of such deficiency, or (b) if there has been an
overpayment, Lessor shall promptly refund such amount to Tenant. Notwithstanding
the foregoing, if Lessor does not deliver an Operating Estimate to Tenant prior
to the Commencement Date, Tenant's obligations under this Section 29 shall not
commence until the first day of the month following that in which Lessor
delivers to Tenant an Operating Estimate.

      29.6  Revised Estimates. Lessor may at any time or from time to time
furnish to Tenant a revised Operating Estimate and, in such case, Tenant's Share
of Operating Cost Increases for the remainder of the Lease Year shall be based
upon such revised Operating Estimate.

      29.7  Annual Operating Statement. Within ninety (90) days after the end of
each Lease Year, Lessor shall furnish to Tenant and "Annual Operating Statement"
showing the actual Operating Costs for the Lease Year. If the Annual Operating
Statement shows that the sum paid by Tenant under this Section exceeded Tenant's
Share of Operating Cost Increases owed for such Lease Year, Lessor shall
promptly refund such excess to Tenant. If the Annual Operating Statement shows
that the sums so paid by Tenant were less than Tenant's Share of Operating Cost
Increases owed for such Lease Year, Tenant shall promptly pay the amount of such
deficiency.




                                      -24-
<PAGE>   28


      29.8  If actual Operating Costs for a particular Lease Year exceed should
at any time during the initial Term of this Lease exceed $3.52 per square foot
then, for purposes of this Section, Operating Costs shall be deemed to be $3.52
per square foot.

      29.9  The parties acknowledge that the Base Rate described above does not
include charges for electricity used at the Building. Tenant agrees to pay for
increases in the electricity used in connection with the Building in accordance
with the terms and conditions of this Section except that the Base Rate for such
calculation shall be $.48 per square foot and the provisions of paragraph 29.8
above shall not apply.

      29.10 Tenant's Operating Expense Audit. Lessor must maintain books and
records for all Operating Costs, utilities, insurance, taxes and other charges
paid to Lessor by Tenant, in accordance with generally accepted accounting
principles. Lessor's accounting to Tenant for Operating Costs shall be certified
by Lessor as true and correct and shall be prepared in reasonable detail by
Lessor. The statements furnished to Tenant shall constitute a final
determination as between Lessor and Tenant unless Tenant, within 60 days after
they are furnished, notifies Lessor that it disputes their accuracy or their
appropriateness. Pending the resolution of such dispute, Tenant shall pay to
Lessor the uncontested portion. Tenant shall have the right, during reasonable
business hours and upon reasonable prior notice to Lessor, to examine and/or
audit Lessor's books and records with respect to Operating Costs paid or payable
by Tenant, and if such examination reveals that Lessor overstated Operating
Costs by 3% or more, the overpayment shall be returned to Tenant, and the costs
of such examination and/or audit shall be paid by Lessor. Lessor shall use best
efforts to facilitate Tenant's audit of Lessor's books and records.

                SECTION 30 -- WAIVER OF SUBROGATION RIGHTS

      Neither Lessor or Tenant shall be liable to the other or to any insurance
company (by way of subrogation or otherwise) insuring the other party for any
loss or damage to any building, structure or tangible personal property of the
other or of any third party occurring in or about the Premises or Building, even
though such loss or damage might have been occasioned by the negligence of such
party, its agents or employees, if such loss or damage would fall within the
scope of a fire and extended coverage (all risk) policy of insurance, whether or
not the party suffering the loss actually maintained such insurance. Each party
shall obtain from its respective insurer under each insurance policy it
maintains a waiver of all rights of subrogation which the insurer of one party
may have against the other party, and Lessor and Tenant shall each indemnify the
other against any loss or expense, including reasonable attorneys' fees,
resulting from the failure to obtain such a waiver.



                                      -25-
<PAGE>   29
                          SECTION 31 -- ATTORNEYS' FEES

      If either party commences an action against the other party arising out of
or in connection with this Lease, the prevailing party in any such action, at
trial or on appeal, shall be entitled to have and recover from the other party
reasonable attorney's fees and costs.

                              SECTION 32 -- WAIVER

      32.1  No delay or omission in the exercise of any right or remedy of
Lessor or Tenant in connection with any default by Tenant or Lessor shall impair
such right or remedy or be construed as a waiver of any default. The receipt and
acceptance by Lessor of delinquent Rent shall not constitute a waiver of any
other default; but shall constitute only a waiver of timely payment for the
particular Rent payment involved.

      32.2  No act or conduct of Lessor, including without limitation the
acceptance of the keys to the Premises shall constitute an acceptance of the
surrender of the Premises by Tenant before the expiration of the Term of the
Lease. Only notice from Lessor to Tenant shall constitute acceptance of the
surrender of the Premises and accomplish a termination of the Lease.

      32.3  Lessor's consent to, or approval of, any act by Tenant requiring
Lessor's consent or approval shall not be deemed to waive or render unnecessary
Lessor's consent to or approval of any subsequent act by Tenant.

                         SECTION 33 -- OPTION TO EXPAND

      33.1  Tenant shall be entitled to expand the Premises to include the
entire second or third floor of the Building provided: (i) Tenant gives written
notice to Lessor of its intention to so expand by not later than June 15, 1997;
and (ii) such notice provides that such expansion shall not occur earlier than
six (6) months after the giving thereof or January 1, 1997, whichever occurs
later. Landlord shall be entitled to determine whether such expansion shall be
to the second or third floor of the Building and shall make that determination
within ninety (90) days after receipt of the foregoing notice from Tenant. Upon
the giving of such notice Tenant shall pay to Lessor a deposit equal to the
lasts months rent for such expanded premises, which deposit shall be held in
accordance with the provisions of paragraph 4.2 hereof. Lessor shall deliver the
expansion space to Tenant in substantially comparable condition to its condition
on the date Tenant exercises the expansion option, and clean the carpets and
touch up the paint prior to Tenant's occupancy of such expanded space The annual
rent for such expanded premises shall equal the rentable square footage thereof
multiplied by FOURTEEN and no/100 DOLLARS ($14.00), which sum shall




                                      -26-
<PAGE>   30

be payable monthly in accordance with the provisions of Section 3 hereof. All
other terms and conditions, including the Expiration Date and Option to Extend,
shall remain unchanged. After the date of expansion "Premises" shall be deemed
to include the expansion space.

      33.2  In the event that Tenant at any time leases the entire second or
third floor of the Building the parties agree that the option to expand which is
the subject of this Section 33 shall terminate as a result thereof.

                      SECTION 34 -- RIGHT OF FIRST REFUSAL

      In the event that Lessor receives an offer, which Lessor is willing to
accept, from any third party for the lease of any portion of the Building,
excluding retail space on the first floor of the Building or the basement area
of the Building, at any time prior to the expiration or sooner termination of
this Lease, Lessor agrees to provide the terms and conditions of such offer to
Tenant in a written notice. Within five (5) business days after receipt of such
notice, Tenant shall notify Lessor, in writing, in the event that Tenant wishes
to lease that portion of the Building described in the notice given by Lessor
upon the terms and conditions set forth therein. In the event that Tenant fails
to respond to the notice given by Lessor within said five (5) day period, the
right of first refusal which is the subject of this Section shall terminate as
to such offer. In the event that Tenant gives Lessor notice of its election to
lease that portion of the Building described in the notice given by Lessor, the
parties agree to promptly enter into a lease agreement upon the terms and
conditions thereof.

                         SECTION 35 -- OPTION TO EXTEND

      35.1  Tenant is given the option to extend the initial Term of this Lease
on all of the terms and conditions contained in this Lease except Base Rent for
an additional term of three (3) years ("Extended Terms") following expiration of
the initial Term of this Lease. The option shall be exercised by Tenant giving
written notice of exercise of the option ("Option Notice") to Lessor not more
than two hundred ten (210) days and not less than one hundred eighty (180) days
before the expiration of the initial Term of this Lease. Provided that Tenant is
not in default on the date of giving the Option Notice or on the date the
Extended Term is to commence, the Extended Term shall commence on the day
following the expiration of the initial Term. The words "Term" or "Lease Term"
shall mean the aggregate of the Initial Term and any Extended Term with respect
to which Tenant has effectively exercised the foregoing option(s).

      35.2  The Base Rent for the Extended Term shall be determined as
follows:



                                      -27-
<PAGE>   31

            35.2.1 The Base Rent for the Extended Term shall be the greater of
the annual Base Rent in effect for the initial Term or the Market Rent. The
Market Rent shall be the fair market rent paid under a comparable lease for
comparable space by a tenant in a building of comparable quality in an area
within a radius of two (2) miles of Premises. Tenant improvements shall not be
taken into account in determining Market Rent. Market Rent shall be annual rent
determined on a per square foot of Rentable Area in the Premises basis, as
follows:

      (a)   The parties shall have thirty (30) days after Lessor receives the
Option Notice in which to agree on Market Rent.

      (b)   If the parties are unable to agree on Market Rent within that
period, then within ten (10) days after the expiration of that period, each
party, at its cost and by giving notice to the other party, shall appoint an
unbiased real estate appraiser with at lease five years' full-time commercial
appraisal experience in the Seattle area to appraise and set the Market Rent. If
a party does not appoint an appraiser within ten (10) days after the other party
has given notice of the name of its appraisers, the single appraiser appointed
shall be the sole appraiser and shall set the Market Rent. If the two appraisers
are appointed by the parties as stated in this Section, they shall meet promptly
and attempt to set the Market Rent. If they are unable to agree within thirty
(30) days after the second appraiser has been appointed, they shall attempt to
select a third appraiser meeting the qualifications stated in this Section
within ten (10) days after the last day the two appraisers are given to set the
Market Rent. If they are unable to agree on the third appraiser, either of the
parties to this Lease, by giving ten (10) days notice to the other party, can
apply to the presiding judge of the Superior Court for King County for the
selection of a third appraiser who meets the qualification stated in this
Section. Each of the parties shall bear one half of the cost of appointing the
third appraiser and of the paying the third appraiser's fee. The third
appraiser, however selected, shall be a person who has not previously acted in
any substantial capacity for either party.

      (c)   Within thirty (30) days after the selection of the third appraiser,
a majority of the appraisers may, by agreement, determine the Market Rent. If a
majority of the appraisers are unable to determine the Market Rent within the
stipulated period of time, the market rents set by the three appraisers shall be
added together, their total divided by three; the resulting quotient shall be
the Market Rent, provided that if the low market rent and/or the high market
rent are/is more than ten percent (10%) lower and/or higher than the middle
market rent then the low and/or high market rent shall be disregarded, the
remaining two market rents shall be added together and their total divided by
two; the resulting quotient shall be the Market Rent. If both the low market
rent and the high market rent are disregarded, as stated



                                      -28-
<PAGE>   32

in this Section, the middle market rent shall be the Market Rent. After the
Market Rent has been set, the appraisers shall immediately notify the parties.

      (d)   In setting the Market Rent, the appraiser or appraisers shall not
consider the highest and best use for the Premises and shall restrict their
analysis to the use of the Premises allowed under in this Lease.

                              SECTION 36 -- PARKING

      36.1  During the term of this Lease and prior to the expiration or sooner
termination hereof, Lessor agrees to make available to Tenant, at the same rate
paid by other monthly parkers, the use of one parking space for each 1,200
square feet of rentable space leased by Tenant in the Building in the parking
garage located next to the Building. The parties understand that Lessor does not
own the above parking garage and Tenant agrees to pay all charges assessed by
the owner of such parking garage for the use of such parking spaces, provided
the charges are at the same rate paid by other monthly parkers. The use of all
such parking spaces by Tenant shall cease upon the expiration or sooner
termination of the Lease.

      36.2  In the event that Tenant leases the second floor of the Building
Lessor shall lease to Tenant during the existence of such second floor lease the
parking lot located adjacent to the Building, which parking lot is legally
described as follows:

            Lot 4, Block 23, Addition to the Town of Seattle, as laid out by
            A.A. Denny (commonly known as A.A. Denny's 3rd Addition to the City
            of Seattle, according to the plat thereof recorded in Volume 1 of
            Plats, page 33, in King County, Washington.

The amount of rent which Tenant shall pay for such parking lot shall be fair
market rent for the lot as-a-whole (i.e.. not a per parking spot rate)
determined in accordance with the provisions of paragraph 35.2 above, which rent
shall be paid in advance on the first day of each month and the terms and
conditions of this Lease shall apply to the lease of such parking lot. Lessor
shall not be required to provide parking pursuant to paragraph 36.1 above in
connection with Tenant's occupancy on the second floor.

                        SECTION 37 -- OPTION TO TERMINATE

      Tenant shall have the option of terminating this Lease provided (i) Tenant
gives written notice to Lessor of its intention to terminate this Lease by not
later than fifteen (15) months after the Start Date (defined below); (ii) such
termination shall occur no sooner than eighteen (18) months after the Start
Date; and (iii) Tenant pays to Lessor at the time of giving such notice a sum
equal to all unamortized commissions paid by



                                      -29-
<PAGE>   33
Lessor in connection with this Lease, all unauthorized expenses for tenant
improvements made by Lessor and a sum equal to the rent which would have been
payable hereunder for a period of one (1) month after the date of termination.
Lessor shall deliver a statement of such expenses to Tenant with ten (10) days
of Tenant's request therefore. In the event that Tenant has expanded to the
third floor of the Building prior to the termination of the Lease as provided
herein, the parties agree that upon termination as provided in this Section 37
Tenant shall pay to Lessor, in addition to the sums described above, a sum equal
the rent which would have been payable for such third floor for two months.
Start Date means the Commencement Date provided that if Tenant takes occupancy
of the entire second or third floor, Start Date means the date that Tenant takes
occupancy of all of either such floor.

               SECTION 38 -- AMERICANS WITH DISABILITIES ACT

      Lessor warrants that all portions of the Building and the Project comply
with the Americans with Disabilities Act (the "ADA"). Lessor shall defend,
indemnify and hold Tenant harmless from and against any and all claims,
liability, costs or expense arising out of any violation of the Americans with
Disabilities Act now or hereafter alleged with regard to the Building or the
Project.

                  SECTION 39 -- ENVIRONMENTAL PROVISIONS

      39.1  "Environmental Laws" means any and all state, federal, and local
statutes, regulations and ordinances relating to the protection of human health
and the environment.

      39.2  "Hazardous Material" means any hazardous or toxic substance,
material or waste, including, but not limited to, those substances, materials
and wastes listed in the United States Department of Transportation of Hazardous
Materials Table (49 C.F.R. 172.101) or by the United States Environmental
Protection Agency as hazardous substances (40 C.F.R. Part 302 and amendments
thereto), petroleum products and their derivatives, and such other substances,
materials and wastes as become regulated or subject to cleanup authority under
any Environmental Laws.

      39.3  Except with respect to releases of Hazardous Materials caused by
Tenant, Lessor shall undertake any and all preventive, investigatory, or
remedial actions (including emergency response, removal, containment, and other
remedial actions) that are either: (a) required by an applicable Environmental
Laws or governmental authorities; or (b) necessary to prevent or minimize
property damage, personal injury, or damage to the environment, or the threat of
any such damage or injury, by releases of or exposure to Hazardous Material in
connection with the


                                      -30-
<PAGE>   34

Building or Premises or the operations of Lessor in the Building. Landlord
represents and warrants that asbestos is not present in the Premises.

      39.4  Lessor agrees to defend (with counsel approved by Tenant), fully
indemnify, and hold entirely free and harmless Tenant from and against all
claims, judgments, damages, penalties, fines, costs, liabilities, or losses
(including, without limitations, sums paid in settlement of claims, attorneys'
fees, consultant fees, and expert fees) which arise during or after the term of
the Lease and which are imposed on, paid by, or asserted against Tenant by
reason or on account of, or in connection with, or arising out of the presence
or suspected presence of Hazardous Material in the structures, soil, ground
water, or soil vapor on or about the Building or Premises, or the migration of
Hazardous Material off of or onto the Land, or the violation of any
Environmental Law, except to the extent that the Hazardous Material is present
or the violation occurred as a result of Tenant's activities in the Building.

      39.5  Tenant agrees to defend (with counsel approved by Lessor), fully
indemnify, and hold entirely free and harmless Lessor from and against all
claims, judgments, damages, penalties, fines, costs, liabilities, or losses
(including, without imitation, sums paid in settlement of claims, attorneys'
fees, consultant fees, and expert fees) which arise during or after the term of
the Lease and which are imposed on, paid by or asserted against Lessor by reason
or on account of, or in connection with, or arising out of the presence or
suspected presence of Hazardous Material in the structures, soil, ground water,
or soil vapor on or about the Building or Premises or the violation of any
Environmental Law, to the extent that the Hazardous Material is present or the
violation occurred as a result of Tenant's activities in the Building or
Premises.

      39.6  Section 39.1 through 39.6 shall survive the expiration or earlier
termination of this Lease.

            SECTION 40 -- LESSOR REPRESENTATION AND WARRANTIES

      Lessor represents and warrants to Tenant as follows: (i) Lessor has full
power, authority and legal right to execute, deliver, perform and observe the
provisions of this Lease; (ii) Lessor's execution, delivery, performance and
observance of the provisions of this Lease will not result in breach or
violation of any (A) governmental law, rule or regulation, (B) any provision of
Lessor's organizational documents, (C) any court order, judgment or decree, or
(D) any material agreement or instrument to which Lessor or any entity or person
related to Lessor is a party; and (iii) no additional consent, approval or
authorization is required for Lessor to enter into, deliver or perform its
obligations under this Lease.




                                      -31-
<PAGE>   35

                          SECTION 41 -- LESSOR DEFAULT

      Lessor shall be in default under this Lease if Lessor fails to perform or
observe any provision of this Lease by it to be performed or observed if the
failure is not cured within five (5) days after notice has been given by Tenant
to Lessor. If the default cannot reasonably be cured within the five (5) day
period, Lessor shall not be in default if Lessor commences to cure the default
within the five (5) day period and diligently and in good faith continues to
cure the default within a reasonable period of time. In the event of a default
by Lessor under this Lease, Tenant may (i) cure Lessor's default and by
independent action recover from Lessor the cost of such cure or (ii) terminate
this Lease, in which case this Lease shall be of no further force or effect and
neither party shall have any further obligation to the other.

                  SECTION 42 -- MISCELLANEOUS PROVISIONS

      42.1  Time of Essence.  Time is of the essence of each provision of
this Lease.

      42.2  Authority. Each party represents and warrants to the other that it
has authority to enter into this Lease and that its execution and delivery of
this Lease has been duly authorized. Each individual executing this Lease on
behalf of each party represents and warrants that he/she is duly authorized to
execute and deliver this Lease on behalf of said party.

      42.3  Commissions. Lessor agrees to pay a commission of five percent (5%)
of the gross rental payments described in Section 3 to Kidder Mathews & Segner,
Inc., and a commission of two and one half percent (2.5%) of the gross rental
payments described in Section 3 to Colliers Macaulay Nicolls International. One
half (1/2) of these commissions shalt be paid upon the mutual execution of this
Lease and payment to Lessor by Tenant of the deposits described in Section 4,
and the other one half (1/2) of such commissions shall be paid at such time as
Tenant takes possession of the Premises. In the event that Tenant expands to
other premises in the Building as provided in this Lease, Lessor agrees, at the
time of such expansion and after payment to Lessor of any deposit required in
connection therewith, to pay a commission of two and one half percent (2.5%) of
the gross rental payments payable in connection with such expansion to Kidder
Mathews & Segner, Inc., and a commission of two and one half percent (2.5%) of
the gross rental payments payable in connection with such expansion to Colliers
Macaulay Nicolls International.

      42.4  Exhibits.  All exhibits referred to are attached to this Lease
and incorporated by reference.



                                      -32-
<PAGE>   36


      42.5  Interpretation and Construction. This Lease shall be governed by and
construed and interpreted in accordance with the laws of the State of
Washington.

      42.6  Integrated Agreement and Modifications. This Lease contains all
covenants and agreements between Lessor and Tenant relating in any manner to the
rent, use and occupancy of the Premises, Tenant's use of the Building, and all
other matters set forth in this Lease. No prior agreements or understanding
pertaining to the same shall be valid or of any force or effect; and the
covenants and agreements of this Lease shall not be altered, modified or added
to except in writing signed by Lessor and Tenant.

      42.7  Use of Definitions.  The definitions contained in this Lease
shall be used to interpret this Lease.

      42.8  Captions.  The captions of this Lease shall have no effect on
its interpretation.

      42.9  Singular and Plural.  When required by the context of this
Lease, the singular shall include the plural.

      42.10 Joint and Several Obligations.  "Party" shall mean Lessor or
Tenant; and if more than one person or entity is Lessor or Tenant, the
obligations imposed on that party shall be joint and several.

      42.11 Severability. The unenforceability, invalidity, or illegality of any
provision of this Lease shall not render any other provisions unenforceable,
invalid, or illegal.

      42.12 Recordation. This Lease shall not be recorded, except that, at the
request of either party, the parties shall execute a memorandum of this Lease in
recordable form.

      42.13 Transfer and Assignment of Premises by Lessor. Lessor shall have the
right to transfer and assign, in whole or in part, all of its rights and
obligations hereunder and in the Premises, the Building, and/or the Land. In the
event of any such transfer or assignment, other than a transfer for security
purposes only, the transferor shall be automatically relieved of any and all
obligations and liabilities on the part of Lessor accruing from and after the
effective date of the transfer and Tenant agrees to attorn to the transferee. So
long as there is no default by Tenant hereunder, this Lease shall remain in full
force and effect for the term hereof.



                                      -33-
<PAGE>   37


      42.14 Name. Tenant shall not use the name of the Building for any purpose
other than as an address of the business to be conducted by the Tenant on the
Premises.

      42.15 Cumulative Remedies.  All rights and remedies of Lessor or
Tenant under this Lease shall be cumulative and shall not exclude any
rights or remedies otherwise available.



                                    TRIDENT INVESTMENTS, INC.



                                    By: Bruce D. Berreth
                                        ----------------------------------
                                        Bruce D. Berreth, Authorized Agent

                                    AMAZON.COM, INC.



                                    By: Jeffrey P. Bezos
                                        ----------------------------------
                                        Jeffrey P. Bezos

STATE OF WASHINGTON           )
                              ) ss.
County of King                )

I certify that I know or have satisfactory evidence that Bruce D. Berreth is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he is authorized to execute the instrument and
acknowledged it as the authorized agent of Trident Investments, Inc. to be the
free and voluntary act of such party for the uses and purposes mentioned in this
instrument.

Dated this 16th day of July, 1996



         [ILLEGIBLE]
----------------------------
Notary Public in and for the
State of Washington,
residing at Seattle
My appointment expires 7/10/98



                                      -34-
<PAGE>   38


STATE OF WASHINGTON           )
                              ) ss.
County of King                )

I certify that I know or have satisfactory evidence that Jeffrey P. Bezos is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that (s)he is authorized to execute the instrument
and acknowledged it as the President of Amazon.com, Inc. to be the free and
voluntary act of such party for the uses and purposes mentioned in this
instrument.

Dated this 15th day of July, 1996



         [ILLEGIBLE]
----------------------------
Notary Public in and for the
State of Washington,
residing at Seattle
My appointment expires 4/8/98



                                      -35-
<PAGE>   39
                                   EXHIBIT "1"

                                LEGAL DESCRIPTION


         Lots 5 and 8, Block 23, Addition to the Town of Seattle, as laid out by
A.A. Denny (commonly known as A.A. Denny's 3rd Addition to the City of Seattle,)
according to the plat thereof recorded in Volume 1 of Plats, page 33, in King
County, Washington;

         EXCEPT the southwesterly 12 feet thereof condemned for widening 2nd
Avenue in King County Superior Court Cause Number 39151 under Ordinance Number
9311 of the City of Seattle;

         Situate in the County of King, State of Washington.

<PAGE>   40
                                  AMENDMENT OF
                                 LEASE AGREEMENT


         THIS AMENDMENT OF LEASE AGREEMENT is made and executed as of this 12th
day of December, 1996, between Trident Investments, Inc., a Washington
corporation, ("Lessor"), and Amazon.com, Inc., a Delaware corporation,
("Tenant").

                                    RECITALS

         (A) Lessor and Tenant entered into that certain Lease Agreement (the
"Lease") dated July 1, 1996, in connection with those certain premises (the
"Premises") commonly known as suite 400 of the building currently known as the
Columbia Building (the "Building"), which Building is located at 1516 Second
Avenue, Seattle, Washington, on land which is described as follows:

                  Lots 5 and 8, Block 23, Addition to the Town of Seattle, as
                  laid out by A.A. Denny (commonly known as A.A. Denny's 3rd
                  Addition to the City of Seattle,) according to the plat
                  thereof recorded in Volume 1 of Plats, page 33, in King
                  County, Washington;

                  EXCEPT the southwesterly 12 feet thereof condemned for
                  widening 2nd Avenue in King County Superior Court Cause Number
                  39151 under Ordinance Number 9311 of the City of
                  Seattle;

                  Situate in the County of King, State of Washington;

         (B) Tenant has exercised its option to Expand as described in Section
33 of the Lease and has also requested additional space in the Building,

         (C) The parties wish to amend the Lease to provide for such additional
space on the terms and conditions set forth herein; and

         (D) The parties wish to reduce their agreement herein to writing.

         NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the parties do hereby agree as follows:

         (1) The parties acknowledge that pursuant to Section 33 of the Lease
Tenant, by letter dated September 11, 1996, elected to expand the Premises to
the second or third floor of the Building and that Lessor, pursuant to said
Section has notified Tenant that the foregoing expansion of the Premises shall
be on the third floor of the Building. The parties agree that possession of the
third floor of the Building shall occur on April 1, 1997, and that Tenant shall
pay to Lessor a deposit of first and last months' rent in the amount of
$27,566.00 as provided in said Section 33 upon the execution hereof. Tenant
shall be entitled to enter the third floor from and after March 17, 1997, to
install phone wire, computer cabling, furniture and other Tenant improvements
approved by Lessor pursuant to the Lease.


AMENDMENT OF
LEASE AGREEMENT
Page 1 of 5
<PAGE>   41
         (2) Tenant has requested, in addition to the expansion of the Premises
to the third floor of the Building as provided in Section 33 of the Lease, that
Tenant be allowed to further expand the Premises to the entire second floor of
the Building. Lessor agrees to lease to Tenant, and Tenant agrees to lease from
Lessor, the entire second floor of the Building on the same terms and conditions
upon which Tenant has expanded the Premises to the third floor of the Building.
The parties agree that possession of the second floor of the Building shall be
given to Tenant on January 1, 1997, and that Tenant shall pay to Lessor, upon
the execution hereof, a deposit of first and last months' rent in the amount of
$27,554.34 which shall be applied in the same manner in which the deposit for
the third floor is being applied as provided in said Section 33. Tenant shall be
entitled to enter the second floor from and after December 16, 1996, to install
phone wire, computer cabling, furniture and other Tenant improvements approved
by Lessor pursuant to the Lease.

         (3) During the term of the Lease Lessor agrees to rent, on terms
acceptable to Lessor, the parking lot located next to the Building to Diamond
Parking Inc., which parking lot is legally described as follows:

                  Lot 4, Block 23, Addition to the Town of Seattle, as laid out
                  by A.A. Denny (commonly known as A.A. Denny's 3rd Addition to
                  the City of Seattle,) according to the plat thereof recorded
                  in Volume 1 of Plats, page 33, in King County, Washington.

So long as Lessor rents the parking lot described above to Diamond Parking Inc.
the parties agree that Lessor shall have thereby fulfilled all of its
obligations pursuant to the Lease to provide parking in connection with Tenant's
occupancy of the second floor of the Building. Tenant shall make its own
arrangements with Diamond Parking Inc. for parking.

         (4) The parties acknowledge that Tenant shall have no further option to
expand the Premises as provided in Section 33 of the Lease.

         (5) As a result of the foregoing expansion the parties acknowledge and
agree that the term "Premises" as used in the Lease and this Amendment shall
refer to the second and fourth floors after January 1, 1997, and to the second,
third and fourth floors of the Building after April 1, 1997.

         (6) The Base Rent as described in Section 3.1 of the Lease shall
increase as follows:

         (a)      For the period of January 1, 1997, through March 31, 1997,
                  inclusive, from $13,743.17 per month to $27,520.34 per month;

         (b)      For the period of April 1, 1997, through July 31, 1997,
                  inclusive, from $27,520.34 per month to $41,303.34 per month;
                  and

         (c)      For the period of August 1, 1997, through July 31, 1999,
                  inclusive, from $41,303.34 to $42,096.21.

         (7) Lessor shall, prior to Tenant's occupancy of the second and third
floors of the Building respectively, make the following improvements and no
other:


AMENDMENT OF
LEASE AGREEMENT
Page 2 of 5
<PAGE>   42
         (a)      Make the improvements described in Section 33.1 of the Lease
                  to the third floor of the Building; and

         (b)      Install a simplex lock system on doors in the interior
                  stairways of the Building giving access to the second, third
                  and fourth floors of the Building provided the cost thereof
                  does not exceed $1,500.00, and Tenant agrees to pay any cost
                  in excess of such amount for such lock system.

No improvements shall be made to the second floor of the Building and, with the
exception of the foregoing improvements, Tenant shall accept the second the
third floors in "as is" condition.

         (8) The parties acknowledge that the Expiration Date of the Term of the
Lease, as provided in Section 2 thereof, is July 31, 1999, and shall remain
unchanged subject to Tenant's right to extend in Section 35 of the Lease.

         (9) Section 37 of the Lease is hereby amended, in its entirety, to
provide as follows:

                              SECTION 37 - OPTION TO TERMINATE

                  Tenant shall have the option of terminating the Lease provided
                  (i) Tenant gives written notice to Lessor of its intention to
                  terminate this Lease by not later than fifteen (15) months
                  after April 1, 1997; (ii) such termination shall occur no
                  sooner than eighteen (18) months after April 1, 1997; and
                  (iii) Tenant pays to Lessor at the time of giving such notice
                  a sum equal to all unamortized commissions paid by Lessor in
                  connection with the Lease, including those commissions paid
                  pursuant to this Amendment, all unamortized expenses for
                  tenant improvements made by Lessor, including those expenses
                  paid in connection with the tenant improvements described in
                  this Amendment, and a sum equal to the rent which would have
                  been payable pursuant to the Lease in connection with the
                  fourth floor of the Building for a period of one (1) month
                  after the date of termination, and the rent which would have
                  been payable pursuant to the Lease in connection with the
                  second and third floors of the Building for a period of two
                  (2) months after the date of termination. Lessor shall inform
                  Tenant of the amount of the sum in item (iii) of the preceding
                  sentence within ten (10) days after written inquiry from the
                  Tenant.

         (10) The amount which Tenant shall pay for operating Expenses as
provided in Section 29 of the Lease during its occupancy of the second and third
floors of the Building shall be the same amount per square foot that Tenant pays
pursuant to said Section 29 in connection with its occupancy of the fourth floor
of the Building.

         (11) Lessor and Tenant tentatively agree that the rentable area of the
second floor of the Building is 11,809 square feet and that the rentable area of
the third floor of the Building in 11,814 square feet. If during the first three
(3) months after Tenant takes occupancy of the second and third floors of the
Building, respectively, Tenant gives notice to Lessor, Lessor and Tenant shall
agree on a licensed architect to remeasure the second or third floor of the
Building, as the case may than be, at

AMENDMENT OF
LEASE AGREEMENT
Page 3 of 5
<PAGE>   43
Tenant's expense. If the architect determines that the rentable square footage
of either the second or the third floor is other than as set forth in this
paragraph above, Base Rent shall be adjusted proportionately and Lessor shall
refund, or Tenant shall pay, the difference as the case may be.

         (12) In the event, and only in the event, that Tenant executes this
Amendment, pays the deposits described herein and occupies the second and third
floors of the Building as provided above, Lessor agrees to pay a commission
equal to 5% of the total payments of rent agreed to by Tenant in connection with
the second and third floors of the Building, which commission shall be shared
equally by Colliers International and Kidder Mathews and Segner, Inc., the
Brokers involved in the transaction evidenced hereby. That portion of the
foregoing commission attributable to rents earned in connection with Tenant's
occupancy of each floor shall be paid only at such time as Tenant actually takes
possession of each floor respectively.

         (13) All other terms and conditions of the Lease shall remain
unchanged.

                                    TRIDENT INVESTMENTS, INC.



                                    by:  Joseph W. Edmonds
                                         ---------------------------------------
                                         Joseph W. Edmonds, President

                                    AMAZON.COM, INC.





                                    by:  Jeffrey P. Bezos
                                         ---------------------------------------
                                         Jeffrey P. Bezos, President


STATE OF WASHINGTON      )
                         ) ss.
County of King           )

         I certify that I know or have satisfactory evidence that Joseph W.
Edmonds signed this instrument, on oath stated that he is authorized to execute
the instrument acknowledged it as the President of Trident Investments, Inc. to
be the free and voluntary act of such party for the uses and purposes mentioned
in this instrument.

         Dated this 31st day of December, 1996


                                         __[illegible]________________________
                                         Notary Public in and for the
                                         State of Washington,
                                         residing at King County
                                         My appointment expires 8/14/00

AMENDMENT OF
LEASE AGREEMENT
Page 4 of 5
<PAGE>   44
STATE OF WASHINGTON      )
                         ) ss.
County of King           )

         I certify that I know or have satisfactory evidence that Jeffrey P.
Bezos signed this instrument, on oath stated that he is authorized to execute
the instrument acknowledged it as the President of Amazon.com, Inc. to be the
free and voluntary act of such party for the uses and purposes mentioned in this
instrument.

         Dated this 30th day of December, 1996


                                                   Sandy Plagemann
                                                   ----------------------------
                                                   Notary Public in and for the
                                                   State of Washington,
                                                   residing at Bellevue
                                                   My appointment expires 3/9/97



AMENDMENT OF
LEASE AGREEMENT
Page 5 of 5
<PAGE>   45
                                     SECOND
                                  AMENDMENT OF
                                 LEASE AGREEMENT


         THIS SECOND AMENDMENT OF LEASE AGREEMENT ("Second Amendment") is made
and executed as of this 9th day of January, 1997, between Trident Investments,
Inc., a Washington corporation, ("Lessor"), and Amazon.com, Inc., a Delaware
corporation, ("Tenant").

                                    RECITALS

         (A) Lessor and Tenant entered into that certain Lease Agreement (the
"Lease") dated July 1, 1996, in connection with those certain premises commonly
known as suite 400 of the building currently known as the Columbia Building (the
"Building"), which Building is located at 1516 Second Avenue, Seattle,
Washington, on land which is described as follows:

                  Lots 5 and 8, Block 23, Addition to the Town of Seattle, as
                  laid out by A.A. Denny (commonly known as A.A. Denny's 3rd
                  Addition to the City of Seattle,) according to the plat
                  thereof recorded in Volume 1 of Plats, page 33, in King
                  County, Washington;

                  EXCEPT the southwesterly 12 feet thereof condemned for
                  widening 2nd Avenue in King County Superior Court Cause Number
                  39151 under Ordinance Number 9311 of the City of
                  Seattle;

                  Situate in the County of King, State of Washington;

         (B) Lessor and Tenant entered into that certain Amendment of Lease
Agreement (the "Amendment") dated December 12, 1996, by which the terms of the
Lease were amended as provided therein;

         (C) The parties wish to again amend the Lease, as amended by the
Amendment, to provide for additional space in the Building on the terms and
conditions set forth herein; and

         (D) The parties wish to reduce their agreement herein to writing.

         NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the parties do hereby agree as follows:

         (1) Tenant has requested, in addition to the expansion of the
"Premises" as that term is defined in the Amendment, that Tenant be allowed to
further expand the Premises to include those areas of the Building (the
"Additional Space") outlined in red on the attached Exhibit 1, which is by this
reference made a part hereof, as well as the entire mezzanine level of the
Building. Lessor agrees to lease to Tenant, and Tenant agrees to lease from
Lessor, the Additional Space on the same terms and conditions set forth in the
Lease except as provided herein. The parties agree that possession of the
Additional Space shall be given to Tenant on April 1, 1997, and that Tenant
shall pay to Lessor, upon the execution hereof, a deposit of first and last
month's rent in the amount of $10,151.66 which shall be


SECOND AMENDMENT OF
LEASE AGREEMENT
Page 1 of 5
<PAGE>   46
applied in the same manner in which the deposit for the third floor of the
Building is being applied as provided in the Amendment. Tenant shall be entitled
to enter that portion of the Additional Space outlined in red on the attached
Exhibit 1 from and after March 1, 1997, to install phone wire, computer cabling,
furniture and other Tenant improvements approved by Lessor pursuant to the
Lease.

         (2) Lessor shall have no obligation to provide to Tenant any additional
parking in connection with the lease to Tenant of the Additional Space.

         (3) As a result of the foregoing expansion the parties acknowledge and
agree that the term "Premises" as used in the Lease, the Amendment, and this
amendment shall refer to the second and fourth floors after January 1, 1997, and
to the second, third and fourth floors of the Building, as well as the
Additional Space, on and after April 1, 1997.

         (4) The Base Rent as described in Section 3.1 of the Lease shall be in
the following amounts:

         (a)      For the period of January 1, 1997, through March 31, 1997,
                  inclusive, the Base Rent shall be $27,520.34 per month;

         (b)      For the period of April 1, 1997, through July 31, 1997,
                  inclusive, the Base Rent shall be $46,379.17 per month; and

         (c)      For the period of August 1, 1997, through July 31, 1999,
                  inclusive, the Base Rent shall be $47,172.04.

         (5) Lessor shall, prior to March 1, 1997, make the following
improvements to the Additional Space, and no others, which improvements shall
all be to Building standards and comparable to improvements in other parts of
the Premises:

         (a)      Lessor shall make no improvements to the mezzanine area of the
                  Building;

         (b)      Lessor shall repair the floor tiles, or install carpet, at
                  Tenant's option, in the red lined area labeled "A" on the
                  attached Exhibit 1 (currently the frame shop);

         (c)      Lessor shall make the following improvements to the area of
                  the Building outlined in red on the attached Exhibit 1 which
                  is identified as "B" (located behind the tailor shop):

                  (i)      Complete the installation of drywall on the existing
                           interior walls of the area and paint such walls;

                  (ii)     Install an HVAC unit in the area;

                  (iii)    Provide standard electrical power (eight duplex
                           receptacles) and lights (eight 2 X 4 fluorescent
                           lights) to the area;

                  (iv)     Install carpet or vinyl, at Tenant's option, on the
                           floor; and

SECOND AMENDMENT OF
LEASE AGREEMENT
Page 2 of 5
<PAGE>   47
                  (v)      Install a drop ceiling, or maintain a high ceiling,
                           at Tenant's option;

         (d)      Lessor shall remove the existing hallway gate and install it
                  as shown on Exhibit 1 and shall modify all door locks as
                  necessary so that no party has access to the Additional Space
                  other than Lessor, Tenant and the tenant in Suite 103 who will
                  need access through the hallways and the gate to the
                  restrooms; and

         (e)      Lessor shall install a simplex lock system on the two doors
                  from the mezzanine area of the Additional Space to the
                  interior stairways of the Building giving access to the
                  second, third and fourth floors of the Building.

With the exception of the foregoing improvements, Tenant shall accept the areas
of the Additional Space in the condition they are in (i.e. "as is") as of the
date of this Second Amendment.

         (6) The parties acknowledge that the Expiration Date of the Term of the
Lease, as provided in Section 2 thereof, is July 31, 1999, and shall remain
unchanged subject to Tenant's right to extend in Section 35 of the Lease.

         (7) In the event that Tenant elects to terminate the Lease pursuant to
Section 37 thereof as amended pursuant to the Amendment of the Lease, the
parties agree that no rent shall be due as a result thereof for the Additional
Space for any period after the date of termination of the Lease, provided,
Tenant shall remain obligated to pay all unamortized commissions paid by Lessor
in connection with the Additional Space as well as all unamortized expenses for
tenant improvements made by Lessor to the Additional Space.

         (8) The amount which Tenant shall pay for operating Expenses as
provided in Section 29 of the Lease during its occupancy of the Additional Space
shall be the same amount per square foot that Tenant pays pursuant to said
Section 29 in connection with its occupancy of the fourth floor of the Building.

         (9) Lessor and Tenant tentatively agree that the rentable area of the
Additional Space is 6,091 square feet. If during the first three (3) months
after Tenant takes occupancy of the Additional Space Tenant gives notice to
Lessor, Lessor and Tenant shall agree on a licensed architect to remeasure the
Additional Space at Tenant's expense. If the architect determines that the
rentable square footage of the Additional Space is other than as set forth in
this paragraph above, Base Rent shall be adjusted proportionately and Lessor
shall refund, or Tenant shall pay, the difference as the case may be. The
parties acknowledge and agree that the Base Rent for the Additional Space is
$10.00 per square foot per annum.

         (10) In the event, and only in the event, that Tenant executes this
Second Amendment and pays the deposit described herein, as provided above,
Lessor agrees to pay a commission equal to 2.5% of the total payments of rent
agreed to by Tenant in connection with the Additional Space, which commission
shall be paid to Kidder Mathews and Segner, Inc., the Broker involved in the
transaction evidenced hereby. The foregoing commission shall be paid only upon
the mutual execution of this Second Amendment and the receipt by Lessor of the
deposit described in paragraph (1) above. Lessor agrees to indemnify Tenant
against claims for any commission that may be due to Colliers International with
respect to this Second Amendment.


SECOND AMENDMENT OF
LEASE AGREEMENT
Page 3 of 5
<PAGE>   48
         (11) Tenant shall have a right to use the raised area of the first
floor lobby for the establishment of a reception area for reception and
receiving purposes.

         (12) All other terms and conditions of the Lease shall remain
unchanged.

                                    TRIDENT INVESTMENTS, INC.



                                    by:  Joseph W. Edmonds
                                         ---------------------------------------
                                         Joseph W. Edmonds, President

                                    AMAZON.COM, INC.


                                    by:  Joy Covey
                                         ---------------------------------------
                                         Joy Covey, CFO




STATE OF WASHINGTON         )
                            ) ss.
County of King              )

         I certify that I know or have satisfactory evidence that Joseph W.
Edmonds signed this instrument, on oath stated that he is authorized to execute
the instrument acknowledged it as the President of Trident Investments, Inc. to
be the free and voluntary act of such party for the uses and purposes mentioned
in this instrument.

         Dated this _____ day of January, 1997.

                                          _____[illegible]_____________________
                                          Notary Public in and for the
                                          State of Washington,
                                          residing at Redmond, WA
                                          My appointment expires 8/14/00




STATE OF WASHINGTON       )
                          ) ss.
County of King            )

         I certify that I know or have satisfactory evidence that Joy Covey
signed this instrument, on oath stated that she is authorized to execute the
instrument acknowledged it as the Chief Financial Officer of Amazon.com, Inc. to
be the free and voluntary act of such party for the uses and purposes mentioned
in this instrument.

         Dated this 17th day of January, 1997.

                                                    Sandy Plagemann
                                                    ---------------------------
                                                    Notary Public in and for the
                                                    State of Washington,

SECOND AMENDMENT OF
LEASE AGREEMENT
Page 4 of 5
<PAGE>   49
                                                 residing at Bellevue
                                                 My appointment expires 3/9/97





SECOND AMENDMENT OF
LEASE AGREEMENT
Page 5 of 5
<PAGE>   50


                                      THIRD
                                  AMENDMENT OF
                                 LEASE AGREEMENT


         THIS THIRD AMENDMENT OF LEASE AGREEMENT ("Third Amendment") is made and
executed as of this 27th day of February, 1997, between Trident Investments,
Inc., a Washington corporation, ("Lessor"), and Amazon.com, Inc., a Delaware
corporation, ("Tenant").

                                    RECITALS

         (A) Lessor and Tenant entered into that certain Lease Agreement (the
"Lease") dated July 1, 1996, in connection with those certain premises commonly
known as suite 400 of the building currently known as the Columbia Building (the
"Building"), which Building is located at 1516 Second Avenue, Seattle,
Washington, on land which is described as follows:

                  Lots 5 and 8, Block 23, Addition to the Town of Seattle, as
                  laid out by A.A. Denny (commonly known as A.A. Denny's 3rd
                  Addition to the City of Seattle,) according to the plat
                  thereof recorded in Volume 1 of Plats, page 33, in King
                  County, Washington;

                  EXCEPT the southwesterly 12 feet thereof condemned for
                  widening 2nd Avenue in King County Superior Court Cause Number
                  39151 under Ordinance Number 9311 of the City of Seattle;

                  Situate in the County of King, State of Washington;

         (B) Lessor and Tenant entered into that certain Amendment of Lease
Agreement dated December 12, 1996, and that certain Second Amendment of Lease
Agreement dated January 9, 1997, (collectively the "Amendment") by which the
terms of the Lease were amended as provided therein;

         (C) The parties wish to again amend the Lease, as amended by the
Amendment, to change the date upon which the tenancy of Tenant is to commence on
the mezzanine level of the Building; and

         (D) The parties wish to reduce their agreement herein to writing.

         NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the parties do hereby agree as follows:

         (1) The parties agree that possession of the entire mezzanine level of
the Building shall be given to Tenant on March 1, 1997, rather then April 1,
1997, as provided in the Second Amendment of Lease Agreement.

THIRD AMENDMENT OF
LEASE AGREEMENT
Page 1 of 3
<PAGE>   51
         (2) As a result of the foregoing the parties acknowledge and agree that
the term "Premises" as used in the Lease, the Amendment, and this amendment
shall refer to the second and fourth floors of the Building on and after January
1, 1997, to the second, and fourth floors, and the entire mezzanine area of the
Building (which mezzanine area consists of 4,085 square feet) on and after March
1, 1997, and to the second, third and fourth floors of the Building, as well as
the Additional Space (including the mezzanine area) as that term is described in
the Second Amendment of Lease Agreement described above, on and after April 1,
1997.

         (3)      The Base Rent as described in Section 3.1 of the Lease shall
be in the following amounts:

                  (a)      For the period of January 1, 1997, through February
                           28, 1997, inclusive, the Base Rent shall be
                           $27,520.34 per month;

                  (b)      For the period of March 1, 1997, through March 31,
                           1997, inclusive, the Base Rent shall be $30,924.51
                           per month;

                  (c)      For the period of April 1, 1997, through July 31,
                           1997, inclusive, the Base Rent shall be $46,379.17
                           per month; and

                  (d)      For the period of August 1, 1997, through July 31,
                           1999, inclusive, the Base Rent shall be $47,172.04.

         (4)      All other terms and conditions of the Lease, as amended, shall
                  remain unchanged.

                                           TRIDENT INVESTMENTS, INC.



                                           by:   /s/  Joseph W. Edwards
                                               ---------------------------------
                                                 Joseph W. Edmonds, President

                                           AMAZON.COM, INC.



                                           by:   /s/  Joy Covey
                                               ---------------------------------
                                                 Joy Covey, CFO

THIRD AMENDMENT OF
LEASE AGREEMENT
Page 2 of 3
<PAGE>   52
STATE OF WASHINGTON        )
                           ) ss.
County of King             )

         I certify that I know or have satisfactory evidence that Joseph W.
Edmonds signed this instrument, on oath stated that he is authorized to execute
the instrument acknowledged it as the President of Trident Investments, Inc. to
be the free and voluntary act of such party for the uses and purposes mentioned
in this instrument.

         Dated this 28th day of February, 1997.


                                                John Rohun
                                                Notary Public in and for the
                                                State of Washington residing
                                                at Everett, WA
                                                My appointment expires 02/23/00



STATE OF WASHINGTON        )
                           ) ss.
County of King             )

         I certify that I know or have satisfactory evidence that Jeffrey P.
Bezos signed this instrument, on oath stated that he is authorized to execute
the instrument acknowledged it as the President of Amazon.com, Inc. to be the
free and voluntary act of such party for the uses and purposes mentioned in this
instrument.

         Dated this 3rd day of March, 1997.


                                               Sandy Plagemann
                                               Notary Public in and for the
                                               State of Washington, residing
                                               at Bellevue
                                               My appointment expires 3/9/97

THIRD AMENDMENT OF
LEASE AGREEMENT
Page 3 of 3

Source: OneCLE Business Contracts.