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Amazon Com Inc – IPO: ‘S-1/A’ on 4/29/97 – EX-1.1

As of: Tuesday, 4/29/97 · Accession #: 891020-97-659 · File #: 333-23795

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/29/97  Amazon Com Inc                    S-1/A                  3:351K                                   Bowne - Seattle/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amazon.Com Amended Form S-1                           77    463K 
 2: EX-1.1      Form of Underwriting Agreement                        34    131K 
 3: EX-23.1     Consent of Ernst & Young                               1      5K

EX-1.1 — Form of Underwriting Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Underwriting
1	1st Page - Filing Submission
"	Underwriting

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DEUTSCHE MORGAN GRENFELL INC.                                                   
EQUITY CAPITAL MARKETS                                                          

 DATED MAY ___, 1997

AMAZON.COM, INC.

2,500,000 Shares
Common Stock

UNDERWRITING
AGREEMENT 

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AMAZON.COM, INC.

2,500,000 SHARES

PLUS AN OPTION TO PURCHASE FROM AMAZON.COM, INC.
UP TO 375,000 ADDITIONAL SHARES TO COVER OVER-ALLOTMENTS
COMMON STOCK

UNDERWRITING AGREEMENT

                                                                  May __, 1997

DEUTSCHE MORGAN GRENFELL INC.                                                   

ALEX. BROWN & SONS INCORPORATED                                                 

HAMBRECHT & QUIST LLC                                                           

As Representatives of the several Underwriters                                  

c/o Deutsche Morgan Grenfell Inc.                                               
31 West 52nd Street                                                             
New York, New York 10019                                                        

Dear Sirs:                                                                      

  Amazon.com, Inc., a Delaware corporation (the "Company"), hereby
confirms its agreement with the several underwriters named in Schedule 1 hereto 
(the "Underwriters"), for whom you have been duly authorized to act as          
representatives (in such capacity, the "Representatives"), as set forth below.  
If you are the only Underwriters, all references herein to the Representatives  
shall be deemed to be references to the Underwriters.                           

Section 1.  Underwriting.  Subject to the terms and conditions contained herein:

      (a) The Company proposes to issue and sell 2,500,000 shares of
common stock, par value $0.01 per share (the "Common Stock"), of the Company    
("the Firm Shares") to the several Underwriters. The Company also proposes to   
issue and sell to the several Underwriters not more than 375,000 additional     
shares of Common Stock (the "Option Shares" and, together with the Firm Shares, 
the "Shares") if requested by the Representatives as provided in Section 2(b)   
hereof.                                                                         

          (b) Upon your authorization of the release of the Firm Shares, the
Underwriters propose to make a public offering (the "Offering") of the Firm     
Shares upon the                                                                 

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terms set forth in the Prospectus (as defined below) as soon after the          
Registration Statement (as defined below) and this Agreement have become        
effective as in the Representatives' sole judgment is advisable. As used in this
Agreement, the term "Original Registration Statement" means the registration    
statement (File No. 333-23795) initially filed with the Securities and Exchange 
Commission (the "Commission") relating to the Shares, as amended at the time    
when it was or is declared effective, including all financial schedules and     
exhibits thereto and including any information omitted therefrom pursuant to    
Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"),  
and included in the Prospectus; the term "Rule 462(b) Registration Statement"   
means any registration statement filed with the Commission pursuant to Rule     
462(b) under the Securities Act (including the Registration Statement and any   
Preliminary Prospectus (as defined below) or Prospectus incorporated therein at 
the time such Registration Statement becomes effective); the term "Registration 
Statement" includes both the Original Registration Statement and any Rule 462(b)
Registration Statement; the term "Preliminary Prospectus" means each prospectus 
subject to completion filed with the Original Registration Statement or any     
amendment thereto (including the prospectus subject to completion, if any,      
included in the Original Registration Statement or any amendment thereto at the 
time it was or is declared effective); the term "Prospectus" means:             

         (i)   if the Company relies on Rule 434 under the Securities Act,
        the Term Sheet (as defined below) relating to the Shares that is
        first filed pursuant to Rule 424(b)(7) under the Securities Act,
        together with the Preliminary Prospectus identified therein that
such Term Sheet supplements;                            

           (ii)  if the Company does not rely on Rule 434 under the Securities
            Act, the prospectus first filed with the Commission pursuant to Rule
424(b) under the Securities Act;                        

           (iii) if the Company does not rely on Rule 434 under the Securities
         Act and if no prospectus is required to be filed pursuant to Rule
       424(b) under the Securities Act, the prospectus included in the
Registration Statement; or                              

           (iv)  for purposes of the representations and warranties in Section
        5 hereof, if the Prospectus is not in existence, the most recent
Preliminary Prospectus;                                 

and the term "Term Sheet" means any term sheet that satisfies the requirements  
of Rule 434 under the Securities Act. Any reference herein to the "date" of a   
Prospectus that includes a Term Sheet shall mean the date of such Term Sheet.   

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Section 2.  Purchase and Closing.                                               

           (a) On the basis of the representations, warranties, agreements and
covenants herein contained and subject to the terms and conditions herein set   
forth, the Company agrees to issue and sell to each of the Underwriters, and    
each of the Underwriters, severally and not jointly, agrees to purchase from the
Company, at a purchase price of $___ per Share (the "Purchase Price"), the      
number of Firm Shares set forth opposite the name of such Underwriter in        
Schedule 1 hereto. Firm Shares shall be registered by Chase Mellon Shareholder  
Services in the name of the nominee of the Depository Trust Company ("DTC"),    
Cede & Co., and credited to the accounts of such of its participants as the     
Representatives shall request, upon notice to the Company at least 48 hours     
prior to the First Closing Date (as defined below), with any transfer taxes     
payable in connection with the transfer of the Firm Shares to the Underwriters  
duly paid, against payment by or on behalf of the Underwriters to the account of
the Company of the aggregate Purchase Price therefor by wire transfer in        
immediately available funds. The Company will make the certificate or           
certificates for the Firm Shares available for checking and packaging by the    
Representatives at the offices in New York, New York of the Company's transfer  
agent or registrar or of the Representatives at least 24 hours prior to the     
First Closing Date. Delivery or registry of and payment for the Firm Shares     
shall be made at the offices of Perkins Coie, 1201 Third Avenue, 40th Floor,    
Seattle, Washington 98101-3099 at 9:30 A.M., New York City time, on the fourth  
full business day following the date of this Agreement, or at such other place, 
time or date as the Representatives and the Company may agree upon. Such time   
and date of delivery against payment are herein referred to as the "First       
Closing Date", and the implementation of all the actions described in this      
Section 2(a) is herein referred to as the "First Closing".                      

        (b) For the purpose of covering any overallotments in connection
with the distribution and sale of the Firm Shares as contemplated by the        
Prospectus, the Company hereby grants to the several Underwriters an option to  
purchase, severally and not jointly, the Option Shares. The purchase price to be
paid for any Option Shares shall be the same as the Purchase Price for the Firm 
Shares set forth above in paragraph (a) of this Section 2. The option granted   
hereby may be exercised as to all or any part of the Option Shares from time to 
time within thirty days after the date of the Prospectus (or, if such 30th day  
shall be a Saturday or Sunday or a holiday, on the next business day thereafter 
when the New York Stock Exchange and the Nasdaq Stock Market's National Market  
(the "Nasdaq National Market") are open for trading). The Underwriters shall not
be under any obligation to purchase any of the Option Shares prior to the       
exercise of such option. The Representatives may from time to time exercise the 
option granted hereby by giving notice in writing or by telephone (confirmed in 
writing) to the Company setting forth the aggregate number of Option Shares as  
to which the several Underwriters are then exercising the option and the date   
and time for delivery or registry of and payment for such Option Shares. Any    
such date of delivery or registry shall be determined by the Representatives but
shall not be earlier than two business days or later than five business days    
after such exercise of the option and, in any event, shall not be earlier than  
the First Closing Date. The time and date set forth in such notice, or such     
other time or date as the Representatives and the Company                       

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may agree upon or as the Representatives may determine pursuant to Section 2(a) 
hereof, is herein called an "Option Closing Date" with respect to such Option   
Shares, and the implementation of all the actions described in this Section 2(b)
is herein referred to as the "Option Closing". As used in this Agreement, the   
term "Closing Date" means either the First Closing Date or any Option Closing   
Date, as applicable, and the term "Closing" means either the First Closing or   
any Option Closing, as applicable. If the option is exercised as to all or any  
portion of the Option Shares, then either one or more certificates in definitive
form for such Option Shares shall be delivered or, if such Option Shares are to 
be held through DTC, such Option Shares shall be registered and credited, on the
related Option Closing Date in the same manner, and upon the same terms and     
conditions, set forth in paragraph (a) of this Section 2, except that reference 
therein to the Firm Shares and the First Closing Date shall be deemed, for      
purposes of this paragraph (b), to refer to such Option Shares and Option       
Closing Date, respectively. Upon exercise of the option as provided herein, the 
Company shall become obligated to sell to each of the several Underwriters, and,
on the basis of the representations, warranties, agreements and covenants herein
contained and subject to the terms and conditions herein set forth, each of the 
Underwriters (severally and not jointly) shall become obligated to purchase from
the Company, the same percentage of the total number of the Option Shares as to 
which the several Underwriters are then exercising the option as such           
Underwriter is obligated to purchase of the aggregate number of Firm Shares, as 
adjusted by the Representatives in such manner as they deem advisable to avoid  
fractional shares.                                                              

      (c) The Company hereby acknowledges that the payment of monies
pursuant to Section 2(a) hereof (a "Payment") by or on behalf of the            
Underwriters of the aggregate Purchase Price for any Shares does not constitute 
closing of a purchase and sale of the Shares. Only execution and delivery, by   
facsimile or otherwise, of a receipt for Shares by Deutsche Morgan Grenfell Inc.
on behalf of the Underwriters indicates completion of the closing of a purchase 
of the Shares from the Company. Furthermore, in the event that the Underwriters 
make a Payment to the Company prior to the completion of the closing of a       
purchase of Shares, the Company hereby acknowledges that until Deutsche Morgan  
Grenfell Inc., on behalf of the Underwriters, executes and delivers such receipt
for the Shares the Company will not be entitled to the Payment and shall return 
the Payment to the Underwriters as soon as practicable (by wire transfer of     
same-day funds) upon demand. In the event that the closing of a purchase of     
Shares is not completed and the Payment is not returned by the Company to the   
Underwriters on the same day the Payment was received by the Company, the       
Company agrees to pay to the Underwriters in respect of each day the Payment is 
not returned by it, in same-day funds, interest on the amount of such Payment in
an amount representing the Underwriters' cost of financing as reasonably        
determined by the Representatives.                                              

            (d) It is understood that any of you, individually and not as one of
the Representatives, may (but shall not be obligated to) make Payment on behalf 
of any Underwriter or Underwriters for any of the Shares to be purchased by such
Underwriter or Underwriters. No such Payment shall relieve such Underwriter or  
Underwriters from any of its or their obligations hereunder.                    

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Section 3.  Covenants of the Company.  The Company covenants and agrees with the
several Underwriters that:                                                      

(a) The Company will:                                   

              (i)  use its reasonable best efforts to cause the Registration
            Statement, if not effective at the time of execution of this
            Agreement, and any amendments thereto to become effective as
            promptly as possible. If required, the Company will file the
                Prospectus or any Term Sheet that constitutes a part thereof and
              any amendment or supplement thereto with the Commission in the
           manner and within the time period required by Rules 434 and
       424(b) under the Securities Act. During any time when a
             prospectus relating to the Shares is required to be delivered
              under the Securities Act, the Company (x) will comply with all
                requirements imposed upon it by the Securities Act and the rules
          and regulations of the Commission thereunder to the extent
              necessary to permit the continuance of sales of or dealings in
              the Shares in accordance with the provisions hereof and of the
             Prospectus, as then amended or supplemented, and (y) will not
        file with the Commission the Prospectus, Term Sheet, any
             amendment or supplement to such Prospectus or Term Sheet, any
                amendment to the Registration Statement (including the amendment
             referred to in the second sentence of Section 5(a)(i)) or any
             Rule 462(b) Registration Statement unless the Representatives
          previously have been advised of, and furnished with a copy
                within a reasonable period of time prior to, the proposed filing
              and the Representatives shall have given their consent to such
              filing. The Company will prepare and file with the Commission,
               in accordance with the rules and regulations of the Commission,
               promptly upon request by the Representatives or counsel for the
             Underwriters, any amendments to the Registration Statement or
       amendments or supplements to the Prospectus that may be
             necessary or advisable in connection with the distribution of
               the Shares by the several Underwriters. The Company will advise
                the Representatives, promptly after receiving notice thereof, of
         the time when the Registration Statement or any amendment
              thereto has been filed or declared effective or the Prospectus
             or Term Sheet or any amendment or supplement thereto has been
   filed and will provide evidence satisfactory to the
     Representatives of each such filing or effectiveness.

              (ii) without charge, provide (x) to the Representatives and to
              counsel for the Underwriters, an executed and a conformed copy
         of the Original Registration Statement and each amendment
               thereto or any Rule 462(b) Registration Statement (in each case
             including exhibits thereto), (y) to each other Underwriter, a
conformed copy of the Original Registration     

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       Statement and each amendment thereto or any Rule 462(b)
               Registration Statement (in each case without exhibits thereto),
         and (z) so long as a prospectus relating to the Shares is
          required to be delivered under the Securities Act, as many
              copies of each Preliminary Prospectus or the Prospectus or any
          amendment or supplement thereto as the Representatives may
              reasonably request. Without limiting the application of clause
              (z) of the preceding sentence, the Company, not later than (I)
         9:00 A.M., New York City time, on the second business day
          following the date of determination of the public offering
                price, if such determination occurred at or prior to 12:00 noon,
            New York City time, on such date or (II) 6:00 P.M., New York
           City time, on the second business day following the date of
   determination of the public offering price, if such
               determination occurred after 12:00 noon, New York City time, on
               such date, will deliver to the Underwriters, without charge, as
             many copies of the Prospectus and any amendment or supplement
         thereto as the Representatives may reasonably request for
                purposes of confirming orders that are expected to settle on the
           First Closing Date. The Company will provide or cause to be
                provided to each of the Representatives, and to each Underwriter
             that so requests in writing, a copy of each report on Form SR
      filed by the Company as required by Rule 463 under the
Securities Act.                                 

          (iii) advise the Representatives, promptly after receiving
             notice or obtaining knowledge thereof, of (w) the issuance by
                the Commission of any stop order suspending the effectiveness of
               the Original Registration Statement or any amendment thereto or
              any Rule 462(b) Registration Statement or any order preventing
          or suspending the use of any Preliminary Prospectus or the
          Prospectus or any amendment or supplement thereto, (x) the
             suspension of the qualification of the Shares for offering or
             sale in any jurisdiction, (y) the institution, threatening or
                contemplation of any proceeding for any such purpose, or (z) any
        request made by the Commission for amending the Original
      Registration Statement or any Rule 462(b) Registration
              Statement, for amending or supplementing the Prospectus or for
                additional information. The Company will use its reasonable best
              efforts to prevent the issuance of any such stop order and, if
               any such stop order is issued, to obtain the withdrawal thereof
as promptly as possible.                        

            (b) The Company will arrange for the qualification of the Shares for
offering and sale in each jurisdiction as the Representatives shall designate   
including, but not limited to, pursuant to applicable state securities ("Blue   
Sky") laws of certain states of the United States of America or other U.S.      
jurisdictions, and the Company shall maintain such qualifications in effect for 
so long as may be necessary in order to complete the placement of the Shares;   
provided, however, that the Company shall not be obliged to file any general    
consent to service of process                                                   

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or to qualify as a foreign corporation or as a securities dealer in any         
jurisdiction or to subject itself to taxation in respect of doing business in   
any jurisdiction in which it is not otherwise so subject.                       

     (c) If, at any time prior to the final date when a prospectus
relating to the Shares is required to be delivered under the Securities Act, any
event occurs as a result of which the Prospectus, as then amended or            
supplemented, would include any untrue statement of a material fact or omit to  
state any material fact necessary in order to make the statements therein, in   
the light of the circumstances under which they were made, not misleading, or if
for any other reason it shall be necessary at any time to amend or supplement   
the Registration Statement or the Prospectus to comply with the Securities Act  
or the rules or regulations of the Commission thereunder or applicable law, the 
Company will promptly notify the Representatives thereof and will promptly, at  
its own expense, but subject to the second full sentence of Section 3(a)(i)     
hereof: (x) prepare and file with the Commission an amendment or supplement to  
the Registration Statement or Prospectus which will correct such statement or   
omission or effect such compliance; and (y) supply any amended or supplemented  
Prospectus to the Underwriters in such quantities as the Underwriters may       
reasonably request.                                                             

      (d) The Company will make generally available to the Company's
securityholders and to the Representatives as soon as practicable an earnings   
statement that satisfies the provisions of Section 11(a) of the Securities Act, 
including Rule 158 thereunder.                                                  

        (e) The Company will apply the net proceeds from the sale of the
Shares as set forth under "Use of Proceeds" in the Prospectus.                  

       (f) The Company will not, and will not allow any subsidiary to,
publicly announce any intention to, and will not itself, and will not allow any 
subsidiary to, without the prior written consent of Deutsche Morgan Grenfell    
Inc., on behalf of the Underwriters, (i) offer, pledge, sell, offer to sell,    
contract to sell, sell any option or contract to purchase, purchase any option  
to sell, grant any option, right or warrant to purchase, or otherwise transfer  
or dispose of, directly or indirectly, any shares of Common Stock or any        
securities convertible into, or exercisable or exchangeable for, Common Stock,  
or (ii) enter into any swap or other agreement that transfers, in whole or in   
part, any of the economic consequences of ownership of the shares of Common     
Stock or securities convertible into, or exercisable or exchangeable for, shares
of Common Stock (whether any such transaction described in clause (i) or (ii)   
above is to be settled by delivery of shares of Common Stock or such other      
securities, in cash or otherwise), for a period beginning from the date hereof  
and continuing to and including the date 180 days after the date hereof, except 
pursuant to this Agreement and other than with respect to (x) shares of Common  
Stock to be issued upon the exercise of warrants to purchase shares of Common   
Stock, or upon conversion or exchange of securities convertible or exchangeable 
into shares of Common Stock, in each case, which are outstanding on the date    
hereof and disclosed in the Prospectus, (y) shares of Common Stock (or any      
securities convertible into or exchangeable or exercisable for shares of Common 
Stock) issued pursuant to any employee benefit plans, stock option plans        

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or other employee compensation plans which are disclosed in the Prospectus, and 
(z) shares of Common Stock (or any securities convertible into or exchangeable  
for shares of Common Stock) issued by the Company in connection with an         
acquisition, joint venture, strategic partnership or similar strategic          
arrangement, provided that the recipient of such shares or convertible          
securities, at or prior to such issuance, has executed and delivered to the     
Underwriters a Lock-Up Agreement (as defined in Section 7(e)) with respect to   
such shares of Common Stock or convertible securities.                          

         (g) Neither the Company nor any of its affiliates, nor any person
acting on behalf of any of them will, directly or indirectly, (i) take any      
action designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the  
price of any security of the Company to facilitate the sale or resale of the    
Shares or (ii) (x) sell, bid for, purchase, or pay anyone any compensation for  
soliciting purchases of, the Shares or (y) pay or agree to pay to any person any
compensation for soliciting another to purchase any other securities of the     
Company.                                                                        

            (h) The Company will obtain the agreements described in Section 7(f)
hereof prior to the First Closing Date.                                         

          (i) If at any time during the 25-day period after the Registration
Statement becomes effective or during the period prior to any Closing Date, any 
rumor, publication or event relating to or affecting the Company shall occur as 
a result of which in the Representatives' sole judgment the market price of the 
Shares has been or is likely to be materially affected (regardless of whether   
such rumor, publication or event necessitates a supplement to or amendment of   
the Prospectus), the Company will, after notice from the Representatives        
advising the Company to the effect set forth above, forthwith prepare, consult  
with the Representatives concerning the substance of, and disseminate a press   
release or other public statement reasonably satisfactory to the                
Representatives, responding to or commenting on such rumor, publication or      
event.                                                                          

           (j) If the Company elects to rely on Rule 462(b), the Company shall
both file the Rule 462(b) Registration Statement with the Commission in         
compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 
111 promulgated under the Securities Act by the earlier of (i) 10:00 P.M. New   
York City time on the date of this Agreement and (ii) the time confirmations are
sent or given, as specified by Rule 462(b)(2) under the Securities Act.         

     (k) The Company will cause the Shares to be duly included for
quotation on the Nasdaq National Market prior to the First Closing Date. The    
Company will ensure that the Shares remain included for quotation on the Nasdaq 
National Market following the First Closing Date.                               

Section 4.  Expenses. The Company shall bear and pay all costs and expenses     
incurred incident to the performance of its obligations under this Agreement,   
whether or not the transactions contemplated herein are consummated or this     
Agreement is terminated pursuant to Section 9 hereof, including: (i) the fees   
and expenses of its counsel, accountants and any other                          

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experts or advisors retained by the Company; (ii) fees and expenses incurred in 
connection with the registration of the Shares under the Securities Act and the 
preparation and filing of the Registration Statement, the Prospectus and all    
amendments and supplements thereto; (iii) the printing and distribution of the  
Prospectus and any Preliminary Prospectus and the printing and production of all
other documents connected with the Offering (including this Agreement and any   
other related agreements); (iv) expenses related to the qualification of the    
Shares under the state securities or Blue Sky laws, including filing fees and   
the reasonable fees and disbursements of counsel for the Underwriters in        
connection therewith and in connection with the preparation of any Blue Sky     
memoranda; (v) the filing fees and expenses, if any, incurred with respect to   
any filing with the National Association of Securities Dealers, Inc.; (vi) all  
expenses arising from the quoting of the Shares on the Nasdaq National Market;  
(vii) all arrangements relating to the preparation, issuance and delivery to the
Underwriters of any certificates evidencing the Shares, including transfers     
agent's and registrar's fees; (viii) the costs and expenses of travel, lodging  
and meals of the Company's employees incurred in connection with the "roadshow" 
and any other meetings with prospective investors in the Shares (other than as  
shall have been specifically approved by the Representatives to be paid for by  
the Underwriters); and (ix) the costs and expenses of advertising relating to   
the Offering (other than as shall have been specifically approved by the        
Representatives to be paid for by the Underwriters). Subject to the provisions  
of Section 10, the Underwriters agree to pay, whether or not the transactions   
contemplated hereby are consummated or this Agreement is terminated, all costs  
and expenses incident to the performance of obligations under this Agreement not
payable by the Company pursuant to the preceding sentence, including, without   
limitation, all costs associated with the "road show," other than those payable 
by the Company pursuant to the preceding sentence, and the fees and             
disbursements of counsel for the Underwriters.                                  

Section 5.  Representations And Warranties.                                     

   (a) As a condition of the obligation of the Underwriters to
underwrite and pay for the Shares, the Company represents and warrants to, and  
agrees with, each of the several Underwriters as follows:                       

Registration Statement and Prospectus                   

       (i)  The Original Registration Statement, including the
      Preliminary Prospectus, has been filed by the Company with the
          Commission under the Securities Act, and one or more amendments to
     such Registration Statement may have been so filed. After the
   execution of this Agreement, the Company will file with the
            Commission either (x) if such Registration Statement, as it may have
         been amended, has been declared by the Commission to be effective
          under the Securities Act, either (I) if the Company relies on Rule
         434 under the Securities Act, a Term Sheet relating to the Shares
          that shall identify the Preliminary Prospectus that it supplements
        containing such information as is required or permitted by Rules
    434, 430A and 424(b) under the Securities Act or (II) if the

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     Company does not rely on Rule 434 under the Securities Act, a
        prospectus in the form most recently included in an amendment to
        such Registration Statement (or, if no such amendment shall have
         been filed, in such Registration Statement), with such changes or
           insertions as are required by Rule 430A under the Securities Act or
          permitted by Rule 424(b) under the Securities Act, and in the case
            of either clause (I) or (II) of this sentence, as have been provided
        to and approved by the Representatives prior to the execution of
        this Agreement, or (y) if such Registration Statement, as it may
        have been amended, has not been declared by the Commission to be
effective under the Securities Act, an amendment to such
         Registration Statement, including a form of prospectus, a copy of
 which amendment has been furnished to and approved by the
     Representatives prior to the execution of this Agreement. The
           Company may also file a Rule 462(b) Registration Statement with the
            Commission for the purpose of registering certain additional Shares,
  which registration shall be effective upon filing with the
Commission.                                             

          (ii) The Commission has not issued any order preventing or
  suspending the use of any Preliminary Prospectus. When any
    Preliminary Prospectus was filed with the Commission, it (x)
            contained all statements required to be stated therein in accordance
         with, and complied in all material respects with the requirements
   of, the Securities Act and the rules and regulations of the
     Commission thereunder and (y) with regard to the Registration
          Statement, did not include any untrue statement of a material fact
           or omit to state any material fact required to be stated therein or
          necessary in order to make the statements therein, not misleading;
           and, with regard to the Preliminary Prospectus, did not include any
         untrue statement of a material fact or omit to state any material
           fact necessary in order to make the statements therein, in light of
          the circumstances under which they were made, not misleading. When
     the Registration Statement or any amendment thereto was or is
           declared effective, it (I) contained or will contain all statements
         required to be stated therein in accordance with, and complied or
          will comply in all material respects with the requirements of, the
      Securities Act and the rules and regulations of the Commission
            thereunder and (II) did not or will not contain any untrue statement
            of a material fact or omit to state any material fact required to be
      stated therein or necessary to make the statements therein not
        misleading. When the Prospectus or any Term Sheet that is a part
         thereof or any amendment or supplement to the Prospectus is filed
          with the Commission pursuant to Rule 424(b) (or, if the Prospectus
            or such amendment or supplement is not required to be so filed, when
          the Registration Statement or the amendment thereto containing the
           Prospectus or such amendment or supplement to the Prospectus was or
          is declared effective) and on the Closing Date, the Prospectus, as
       amended or supplemented at any such time, (A) contained or will
          contain all statements required to be stated therein in accordance
           with, and complied or will comply in all material respects with the
requirements of, the Securities Act and the rules and   

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            regulations of the Commission thereunder and (B) did not or will not
            include any untrue statement of a material fact or omit to state any
           material fact necessary in order to make the statements therein, in
      the light of the circumstances under which they were made, not
          misleading. The foregoing provisions of this paragraph (ii) do not
            apply to statements or omissions made in any Preliminary Prospectus,
  the Registration Statement or any amendment thereto or the
          Prospectus or any amendment or supplement thereto in reliance upon
           and in conformity with written information furnished to the Company
           by any Underwriter through the Representatives specifically for use
therein.                                                

               (iii) If the Company has elected to rely on Rule 462(b) and the
            Rule 462(b) Registration Statement is not effective, (x) the Company
          will file a Rule 462(b) Registration Statement in compliance with,
          and that is effective upon filing pursuant to, Rule 462(b) and (y)
          the Company has given irrevocable instructions for transmission of
           the applicable filing fee in connection with the filing of the Rule
            462(b) Registration Statement, in compliance with Rule 111 under the
      Securities Act, or the Commission has received payment of such
filing fee.                                             

              (iv)  If the Company has elected to rely on Rule 434 under the
        Securities Act, the Prospectus is not "materially different", as
          such term is used in Rule 434, from the prospectus included in the
     Registration Statement at the time of its effectiveness or an
  effective post-effective amendment thereto (including such
         information that is permitted to be omitted pursuant to Rule 430A
under the Securities Act);                              

                (v)   The Company has not distributed and, prior to the later of
          (x) any Closing Date and (y) the completion of the distribution of
           the Shares, will not distribute any offering material in connection
      with the Offering other than the Registration Statement or any
          amendment thereto, any Preliminary Prospectus or the Prospectus or
any amendment or supplement thereto.                    

                (vi)  Subsequent to the respective dates as of which information
         is given in the Registration Statement and the Prospectus (x) the
      Company has not incurred any material liability or obligation,
           direct or contingent, nor entered into any material transaction not
   in the ordinary course of business; (y) the Company has not
          purchased any of its outstanding capital stock, nor declared, paid
         or otherwise made any dividend or distribution of any kind on its
            capital stock; and (z) there has not been any material change in the
          capital stock, short-term or long-term debt of the Company, except
       in each case as described in or contemplated by the Prospectus.

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The Shares                                              

            (vii)  The Company has an authorized, issued and outstanding
        capitalization as set forth in the Prospectus. All of the issued
            shares of capital stock of the Company have been duly authorized and
      validly issued and are fully paid and nonassessable, have been
  issued in compliance with all applicable federal and state
         securities laws and were not issued in violation of or subject to
          any preemptive rights or other rights to subscribe for or purchase
    such securities. The Shares have been duly authorized by all
    necessary corporate action of the Company and, after payment
           therefor in accordance herewith, will be validly issued, fully paid
        and nonassessable at the Closing Date. No holders of outstanding
          shares of capital stock of the Company are entitled as such to any
          preemptive or other rights to subscribe for any of the Shares, and
          no holder of securities of the Company has any right which has not
         been fully exercised or waived to require the Company to register
          the offer or sale of any securities owned by such holder under the
      Securities Act in the Offering contemplated by this Agreement.

          (viii) Except as disclosed in the Prospectus, there are no
            outstanding (x) securities or obligations of the Company convertible
     into or exchangeable for any capital stock of the Company (y)
         warrants, rights or options to subscribe for or purchase from the
 Company any such capital stock or any such convertible or
         exchangeable securities or obligations, or (z) obligations of the
          Company to issue any shares of capital stock, any such convertible
        or exchangeable securities or obligations, or any such warrants,
rights or options.                                      

                (ix)   The Company does not own any shares of stock or any other
           equity securities of any corporation or have any equity interest in
any firm, partnership, association or other entity.     

Listing                                                 

               (x)    All of the Shares have been duly authorized and accepted
        for quotation on the Nasdaq National Market, subject to official
notice of issuance.                                     

Market manipulation                                     

             (xi)   Neither the Company nor any of its affiliates, nor any
           person acting on behalf of any of them has, directly or indirectly,
           (x) taken any action designed to cause or to result in, or that has
            constituted or which might reasonably be expected to constitute, the
         stabilization or manipulation of the price of any security of the
            Company to facilitate the sale or resale of the Shares, or (y) since
            the filing of the Original Registration Statement (I) sold, bid for,
           purchased, or paid anyone any compensation for soliciting purchases
of, the Shares or (II) paid                             

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      or agreed to pay to any person any compensation for soliciting
another to purchase any other securities of the Company.

Corporate power and authority                           

            (xii)  The Company has been duly incorporated and is validly
       existing as a corporation in good standing under the law of its
           jurisdiction of incorporation with full power and authority to own,
            lease and operate its properties and assets and conduct its business
     as described in the Prospectus, is duly qualified to transact
          business and is in good standing in each jurisdiction in which its
          ownership, leasing or operation of its properties or assets or the
         conduct of its business requires such qualification, except where
    the failure to be so qualified does not amount to a material
      liability or disability to the Company, and has full power and
   authority to execute and perform its obligations under this
Agreement.                                              

           (xiii) The execution and delivery of this Agreement and the
        issuance and sale of the Shares have been duly authorized by all
         necessary corporate action of the Company, and this Agreement has
            been duly executed and delivered by the Company and is the valid and
            binding agreement of the Company, enforceable against the Company in
           accordance with its terms, except (x) as the enforceability thereof
            may be limited by bankruptcy, insolvency, reorganization, moratorium
            or other similar laws affecting the enforcement of creditors' rights
           generally and by general equitable principles and (y) except to the
            extent that rights to indemnity or contribution under this Agreement
         may be limited by federal and state securities laws or the public
policy underlying such laws.                            

           (xiv)  The issuance, offering and sale of the Shares to the
   Underwriters by the Company pursuant to this Agreement, the
   compliance by the Company with the other provisions of this
       Agreement and the consummation of the other transactions herein
contemplated do not (x) require the consent, approval,  
   authorization, registration or qualification of or with any
        governmental authority, except (1) if the Company has elected to
         rely on Rule 462(b) and the Rule 462(b) Registration Statement is
         not effective, the registration of certain Shares pursuant to the
      Rule 462(b) Registration Statement that will be effective upon
       filing in compliance with Rule 462(b) and (2) such as have been
           obtained or made or such as may be required by the state securities
      or Blue Sky laws of the various states of the United States of
          America or other U.S. jurisdictions or by the National Association
         of Securities Dealers, Inc. ("NASD") in connection with the offer
           and sale of the Shares by the Underwriters, or (y) conflict with or
          result in a breach or violation of any of the terms and provisions
           of, or constitute a default under, any indenture, mortgage, deed of
          trust, lease or other agreement or instrument to which the Company
          is a party or by which the Company or its properties are bound, or
          the charter documents or by-laws of the Company, or any statute or
any                                                     

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         judgment, decree, order, rule or regulation of any court or other
           governmental authority or any arbitrator applicable to the Company.

                (xv)    The Company is not, and will conduct its operations in a
           manner so that it continues not to be, an "investment company" and,
      after giving effect to the Offering and the application of the
        proceeds therefrom, will not be an "investment company", as such
         term is defined in the Investment Company Act of 1940, as amended
(the "1940 Act").                                       

Title, licenses and consents                            

               (xvi)   The Company has good and marketable title in fee simple
          to all items of real property and marketable title to all personal
         property owned by it, in each case free and clear of any security
           interests, liens, encumbrances, equities, claims and other defects,
          except such as do not materially and adversely affect the value of
           such property and do not interfere with the use made or proposed to
          be made of such property by the Company, and any real property and
        buildings held under lease by the Company, are held under valid,
          subsisting and enforceable leases, with such exceptions as are not
         material and do not interfere with the use made or proposed to be
        made of such property and buildings by the Company, in each case
 except as described in or contemplated by the Prospectus.

        (xvii)  The Company owns or possesses, or can acquire on
    reasonable terms, all material patents, patent applications,
   trademarks, service marks, trade names, licenses, know-how,
       copyrights, trade secrets and proprietary or other confidential
         information necessary to operate the business now operated by it,
         and the Company has not received any notice of infringement of or
            conflict with asserted rights of any third party with respect to any
          of the foregoing which, singly or in the aggregate, if the subject
   of an unfavorable decision, ruling or finding, would have a
       materially adverse effect on or constitute a materially adverse
     change in the condition (financial or otherwise), properties,
         business affairs or business prospects, stockholders' equity, net
          worth or results of operations of the Company, except as described
in or contemplated by the Prospectus.                   

     (xviii) The Company possesses all consents, licenses,
          certificates, authorizations and permits issued by the appropriate
     federal, state or foreign regulatory authorities necessary to
    conduct their respective businesses, and the Company has not
        received any notice of proceedings relating to the revocation or
            modification of any such certificate, authorization or permit which,
    singly or in the aggregate, if the subject of an unfavorable
           decision, ruling or finding, would have a materially adverse effect
     on or constitute a materially adverse change in the condition
          (financial or otherwise), properties, business affairs or business

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            prospects, net worth or results of operations of the Company, except
as described in or contemplated by the Prospectus.      

Financial statements                                    

              (xix)  Ernst & Young LLP, who have certified certain financial
            statements of the Company and delivered their report with respect to
      the audited financial statements and schedules included in the
         Registration Statement and the Prospectus, are independent public
        accountants as required by the Securities Act and the applicable
rules and regulations thereunder.                       

            (xx)   The financial statements and schedules of the Company
      included in the Registration Statement and the Prospectus were
            prepared in accordance with generally accepted accounting principles
     ("GAAP") consistently applied throughout the periods involved
       (except as otherwise noted therein) and they present fairly the
        financial condition of the Company as of the dates at which they
     were prepared and the results of operations of the Company in
respect of the periods for which they were prepared.    

Internal Accounting Controls                            

            (xxi)  The Company maintains a system of internal accounting
    controls sufficient to provide reasonable assurance that (w)
            transactions are executed in accordance with management's general or
           specific authorizations; (x) transactions are recorded as necessary
        to permit preparation of financial statements in conformity with
          GAAP and to maintain asset accountability; (y) access to assets is
          permitted only in accordance with management's general or specific
        authorization; and (z) the recorded accountability for assets is
     compared with the existing assets at reasonable intervals and
    appropriate action is taken with respect to any differences.

Litigation; Disclosure                                  

                (xxii) There are no legal or governmental proceedings pending or
           threatened to which the Company is a party or to which the property
          of the Company is subject that are required to be described in the
      Registration Statement or the Prospectus and are not described
           therein; and there are no statutes, regulations, contracts or other
       documents that are required to be described in the Registration
     Statement or the Prospectus or to be filed as exhibits to the
         Registration Statement that are not described therein or filed as
required.                                               

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Dividends and Distributions                             

         (xxiii) The Company is not currently prohibited under any
         contract or agreement from paying any dividends, making any other
     distribution on its capital stock, in each case except (x) as
  described in or contemplated by the Prospectus and (y) the
        restrictions imposed by the right of first offer pursuant to the
         Investors Rights Agreement, dated June 21, 1996, by and among the
           Company, Kleiner Perkins Caufield & Byers VIII and KPCB Information
         Sciences Zaibatsu Fund II, which right does not apply to or after
consummation of the Offering.                           

Taxes                                                   

             (xxiv)  The Company has filed all foreign, federal, state and
        local tax returns that are required to be filed or has requested
         extensions thereof (except in any case in which the failure so to
           file would not have a materially adverse effect on the Company) and
  has paid all taxes required to be paid by it and any other
         assessment, fine or penalty levied against it, to the extent that
    any of the foregoing is due and payable, except for any such
        assessment, fine or penalty that is currently being contested in
        good faith or as described in or contemplated by the Prospectus.

Insurance                                               

        (xxv)   The Company is insured by insurers of recognized
          financial responsibility against such losses and risks and in such
          amounts as are prudent and customary in the businesses in which it
           is engaged; the Company has not been refused any insurance coverage
            sought or applied for; and the Company has no reason to believe that
           it will not be able to renew its existing insurance coverage as and
     when such coverage expires or to obtain similar coverage from
          similar insurers as may be necessary to continue its business at a
         cost that would not materially and adversely affect the condition
           (financial or otherwise), earnings, properties, business affairs or
     business prospects, net worth or results of operations of the
          Company, except as described in or contemplated by the Prospectus.

Pension and Labor                                       

             (xxvi)  The Company is in compliance in all material respects
           with all presently applicable provisions of the Employee Retirement
          Income Security Act of 1974, as amended, including the regulations
          and published interpretations thereunder ("ERISA"); no "reportable
     event" (as defined in ERISA) has occurred with respect to any
        "pension plan" (as defined in ERISA) for which the Company would
            have any liability; the Company has not incurred and does not expect
      to incur liability under (i) Title IV of ERISA with respect to
termination of, or                                      

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           withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of
    the Internal Revenue Code of 1986, as amended, including the
          regulations and published interpretations thereunder (the "Code");
    and each "pension plan" for which the Company would have any
          liability that is intended to be qualified under Section 401(a) of
         the Code is so qualified in all material respects and nothing has
           occurred, whether by action or by failure to act, which would cause
the loss of such qualification.                         

           (xxvii)  No labor dispute with the employees of the Company
        exists or is threatened or imminent that could have a materially
          adverse effect on or constitute a materially adverse change in the
            condition (financial or otherwise), properties, management, business
            affairs or business prospects, net worth or results of operations of
  the Company, except as described in or contemplated by the
Prospectus.                                             

Environmental                                           

                (xxviii) The Company is not in violation of any federal or state
          law or regulation relating to occupational safety and health or to
     the storage, handling or transportation of hazardous or toxic
       materials and the Company has received all permits, licenses or
         other approvals required of it under applicable federal and state
 occupational safety and health and environmental laws and
  regulations to conduct its business, and the Company is in
            compliance with all terms and conditions of any such permit, license
            or approval, except any such violation of law or regulation, failure
           to receive required permits, licenses or other approvals or failure
            to comply with the terms and conditions of such permits, licenses or
     approvals which would not, singly or in the aggregate, have a
       materially adverse effect on or constitute a materially adverse
   change in the condition (financial or otherwise), earnings,
        properties, business affairs or business prospects, net worth or
       results of operations of the Company, except as described in or
contemplated by the Prospectus.                         

Other Agreements                                        

            (xxix)   No default exists, and no event has occurred which,
           with notice or lapse of time or both, would constitute a default in
            the due performance and observance of any material term, covenant or
           condition of any indenture, mortgage, deed of trust, lease or other
           material agreement or instrument to which the Company is a party or
by which the Company is bound.                          

Absence of Materially Adverse Change                    

       (xxx)    Subsequent to the respective dates as of which
  information is given in the Registration Statement and the
Prospectus, the Company has not                         

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        sustained any material loss or interference with its business or
           properties from fire, flood, hurricane, accident or other calamity,
         whether or not covered by insurance, or from any labor dispute or
   any legal or governmental proceeding, and there has been no
          materially adverse change (including, without limitation, a change
         in management resulting from the loss of Jeff Bezos, Joy Covey or
            Sheldon Kaphan ("Senior Management")) in the condition (financial or
      otherwise), management, property, business affairs or business
           prospects, stockholders' equity, net worth or results of operations
        of the Company other than as described in or contemplated by the
        Prospectus (exclusive of any amendments or supplements thereto).

             (xxxi) No receiver or liquidator (or similar person) has been
            appointed in respect of the Company or in respect of any part of the
            assets of the Company; no resolution, order of any court, regulatory
            body, governmental body or otherwise, or petition or application for
          an order, has been passed, made or presented for the winding up of
            the Company or for the protection of the Company from its creditors;
           and the Company has not stopped or suspended payments of its debts,
     become unable to pay its debts or otherwise become insolvent.

          (b) The above representations and warranties shall be deemed to be
repeated at each Closing, and all references therein to the Shares and the      
Closing Date shall be deemed to refer to the Firm Shares or the Option Shares   
and the First Closing Date or the applicable Option Closing Date, each as       
applicable.                                                                     

Section 6.  Indemnity.                                                          

  (a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the    
meaning of Section 15 of the Securities Act or Section 20 of the Securities     
Exchange Act of 1934, as amended (the "Exchange Act"), against any and all      
losses, claims, damages or liabilities, joint or several, to which such         
Underwriter or such controlling person may become subject under the Securities  
Act or otherwise, insofar as such losses, claims, damages or liabilities (or    
actions in respect thereof) arise out of or are based upon:                     

             (i)  any untrue statement or alleged untrue statement made by
the Company in Section 5 hereof,                

            (ii) any untrue statement or alleged untrue statement of any
            material fact contained in the Registration Statement or any
               amendment thereto, any Preliminary Prospectus or the Prospectus
or any amendment or supplement thereto, or      

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      (iii) the omission or alleged omission to state in the
               Registration Statement or any amendment thereto a material fact
      required to be stated therein or necessary to make the
             statements therein not misleading, or the omission or alleged
      omission to state in any Preliminary Prospectus or the
            Prospectus or any amendment or supplement thereto a material
           fact required to be stated therein or necessary to make the
               statements therein, in light of the circumstances in which they
were made, not misleading,                      

and will reimburse, as incurred, each Underwriter and each such controlling     
person for any legal or other costs or expenses reasonably incurred by such     
Underwriter or such controlling person in connection with investigating,        
defending against or appearing as a third-party witness in connection with any  
such loss, claim, damage, liability or action; provided, however, that the      
Company will not be liable in any such case to the extent that any such loss,   
claim, damage or liability arises out of or is based upon any untrue statement  
or alleged untrue statement or omission or alleged omission made in the         
Registration Statement or any amendment thereto, any Preliminary Prospectus, the
Prospectus or any amendment or supplement thereto in reliance upon and in       
conformity with written information furnished to the Company by such Underwriter
through the Representatives specifically for use therein; and provided further, 
that the Company will not be liable to any Underwriter or any person controlling
such Underwriter with respect to any such untrue statement, alleged untrue      
statement, omission or alleged omission made in any Preliminary Prospectus that 
is corrected in the Prospectus (or any amendment or supplement thereto) if the  
person asserting any such loss, claim, damage or liability purchased Shares from
such Underwriter but was not sent or given a copy of the Prospectus (as amended 
or supplemented) in any case where such delivery of the Prospectus (as amended  
or supplemented) was required by the Securities Act, unless such failure to     
deliver the Prospectus (as amended or supplemented) was a result of             
noncompliance by the Company with Section 3 hereof. The indemnity provided for  
in this Section 6 shall be in addition to any liability which the Company may   
otherwise have. The Company will not, without the prior written consent of the  
Representatives, settle or compromise or consent to the entry of any judgment in
any pending or threatened claim, action, suit or proceeding in respect of which 
indemnification may be sought hereunder (whether or not any such Representatives
or any person who controls any such Representatives is a party to such claim,   
action, suit or proceeding), unless such settlement, compromise or consent      
includes an unconditional release of all of the Underwriters and such           
controlling persons from all liability arising out of such claim, action, suit  
or proceeding.                                                                  

    (b)  Each Underwriter, severally and not jointly, will indemnify and
hold harmless the Company, each of its directors, each of its officers who      
signed the Registration Statement and each person, if any, who controls the     
Company within the meaning of Section 15 of the Securities Act or Section 20 of 
the Exchange Act against any losses, claims, damages or liabilities to which the
Company or any such director, officer or controlling person may become subject  
under the Securities Act or otherwise, insofar as such losses, claims, damages  
or liabilities (or actions in respect thereof) arise out of or are based upon   
(i) any untrue statement or alleged untrue statement of any material fact       
contained in the Registration Statement or any amendment thereto,               

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any Preliminary Prospectus or the Prospectus or any amendment or supplement     
thereto, or (ii) the omission or alleged omission to state in the Registration  
Statement or any amendment thereto a material fact required to be stated therein
or necessary to make the statements therein not misleading, or the omission or  
alleged omission to state in any Preliminary Prospectus or the Prospectus or any
amendment or supplement thereto a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, in each case to the extent, but only to the     
extent, that such untrue statement or alleged untrue statement or omission or   
alleged omission was made in reliance upon and in conformity with written       
information furnished to the Company by such Underwriter through the            
Representatives specifically for use therein, and, subject to the limitation set
forth immediately preceding this clause, will reimburse, as incurred, any legal 
or other expenses reasonably incurred by the Company or any such director,      
officer or controlling person in connection with investigating, defending       
against or appearing as a third-party witness in connection with any such loss, 
claim, damage, liability or any action in respect thereof. The indemnity        
provided in this Section 6 will be in addition to any liability which any       
Underwriter may otherwise have. No Underwriter will, without the prior written  
consent of the Company, settle or compromise or consent to the entry of any     
judgment in any pending or threatened claim, action, suit or proceeding in      
respect of which indemnification may be sought hereunder (whether or not the    
Company, any of its officers or directors, or any person who controls the       
Company, is a party to such claim, action, suit or proceeding), unless such     
settlement, compromise or consent includes an unconditional release of the      
Company and such directors, officers and controlling persons from all liability 
arising out of such claim, action, suit or proceeding. The remedies provided for
in this Section 6 are not exclusive and shall not limit any rights or remedies  
which may otherwise be available to any indemnified party at law or in equity.  

(c) In case any proceeding (including any governmental  
investigation) shall be instituted involving any person in respect of which     
indemnity may be sought pursuant to paragraph (a) or (b) of this Section 6, such
person (for purposes of this paragraph (c), the "indemnified party") shall,     
promptly after receipt by such party of notice of the commencement of such      
action, notify the person against whom such indemnity may be sought (for        
purposes of this paragraph (c), the "indemnifying party"), but the omission so  
to notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section 6. In case  
any such action is brought against any indemnified party, and it notifies the   
indemnifying party of the commencement thereof, the indemnifying party will be  
entitled to participate therein and, to the extent that it may wish, jointly    
with any other indemnifying party similarly notified, to assume the defense     
thereof, with counsel reasonably satisfactory to such indemnified party;        
provided, however, that if the defendants in any such action include both the   
indemnified party and the indemnifying party and the indemnified party shall    
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have
the right to direct the defense of such action on behalf of such indemnified    
party or parties and such indemnified party or parties shall have the right to  
select separate counsel to defend such action on behalf of such indemnified     

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party or parties. After notice from the indemnifying party to such indemnified  
party of its election so to assume the defense of any such action and approval  
by such indemnified party of counsel appointed to defend such action, the       
indemnifying party will not be liable to such indemnified party under this      
Section 6 for any legal or other expenses, other than reasonable costs of       
investigation, subsequently incurred by such indemnified party in connection    
with the defense thereof, unless (i) the indemnified party shall have employed  
separate counsel in accordance with the proviso to the next preceding sentence  
(it being understood, however, that in connection with such action the          
indemnifying party shall not be liable for the expenses of more than one        
separate counsel in any one action or separate but substantially similar actions
in the same jurisdiction arising out of the same general allegations or         
circumstances, designated in writing by the Representatives in the case of      
paragraph (a) of this Section 6, representing the indemnified parties under such
paragraph (a) who are parties to such action or actions), or (ii) the           
indemnifying party does not promptly retain counsel satisfactory to the         
indemnified party, or (iii) the indemnifying party has authorized the employment
of counsel for the indemnified party at the expense of the indemnifying party.  
All fees and expenses reimbursed pursuant to this paragraph (c) shall be        
reimbursed as they are incurred. After such notice from the indemnifying party  
to such indemnified party, the indemnifying party will not be liable for the    
costs and expenses of any settlement of such action effected by such indemnified
party without the consent of the indemnifying party.                            

          (d) In circumstances in which the indemnity agreement provided for
in the preceding paragraphs of this Section 6 is unavailable or insufficient,   
for any reason, to hold harmless an indemnified party in respect of any losses, 
claims, damages or liabilities (or actions in respect thereof), each            
indemnifying party, in order to provide for just and equitable contribution,    
shall contribute to the amount paid or payable by such indemnified party as a   
result of such losses, claims, damages or liabilities (or actions in respect    
thereof) in such proportion as is appropriate to reflect (i) the relative       
benefits received by the indemnifying party or parties on the one hand and the  
indemnified party on the other from the Offering or (ii) if the allocation      
provided by the foregoing clause (i) is not permitted by applicable law, not    
only such relative benefits but also the relative fault of the indemnifying     
party or parties on the one hand and the indemnified party on the other in      
connection with the statements or omissions or alleged statements or omissions  
that resulted in such losses, claims, damages or liabilities (or actions in     
respect thereof), as well as any other relevant equitable considerations. The   
relative benefits received by the Company on the one hand and the Underwriters  
on the other shall be deemed to be in the same proportion as the total proceeds 
from the Offering (before deducting expenses) received by the Company bear to   
the total underwriting discounts and commissions received by the Underwriters.  
The relative fault of the parties shall be determined by reference to, among    
other things, whether the untrue or alleged untrue statement of a material fact 
or the omission or alleged omission to state a material fact relates to         
information supplied by the Company or the Underwriters, the parties' relative  
intents, knowledge, access to information and opportunity to correct or prevent 
such statement or omission, and any other equitable considerations appropriate  
in the circumstances. The Company and the Underwriters agree that it would not  
be equitable if the amount of such contribution were determined by pro rata or  
per capita allocation (even if the                                              

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Underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take into account the equitable considerations      
referred to above in this paragraph (d). Notwithstanding any other provision of 
this paragraph (d), no Underwriter shall be obligated to make contributions     
hereunder that in the aggregate exceed the total public offering price of the   
Shares purchased by such Underwriter under this Agreement, less the aggregate   
amount of any damages that such Underwriter has otherwise been required to pay  
in respect of the same or any substantially similar claim, and no person guilty 
of fraudulent misrepresentation (within the meaning of Section 11(f) of the     
Securities Act) shall be entitled to contribution from any person who was not   
guilty of such fraudulent misrepresentation. The Underwriters' obligations to   
contribute hereunder are several in proportion to their respective underwriting 
obligations and not joint, and contributions among Underwriters shall be        
governed by the provisions of the Deutsche Morgan Grenfell Inc. Master Agreement
Among Underwriters. For purposes of this paragraph (d), each person, if any, who
controls an Underwriter within the meaning of Section 15 of the Securities Act  
or Section 20 of the Exchange Act shall have the same rights to contribution as 
such Underwriter, and each director of the Company, each officer of the Company 
who signed the Registration Statement and each person, if any, who controls the 
Company within the meaning of Section 15 of the Securities Act or Section 20 of 
the Exchange Act, shall have the same rights to contribution as the Company.    

Section 7.  Conditions Precedent. The obligations of the several Underwriters to
purchase and pay for the Shares shall be subject, in the sole discretion of the 
Representatives (exercising such discretion and acting on behalf of all the     
Underwriters), to the accuracy of the representations and warranties of the     
Company contained herein as of the date hereof and as of each Closing Date, as  
if made on and as of each Closing Date, to the performance by the Company of its
covenants and agreements hereunder to be performed prior to the applicable      
Closing Date and to the following additional conditions:                        

       (a) (i) If the Original Registration Statement or any amendment
thereto filed prior to the First Closing Date has not been declared effective as
of the time of execution hereof, the Original Registration Statement or such    
amendment shall have been declared effective not later than 6:00 P.M. New York  
City time on the date of determination of the public offering price, if such    
determination occurred at or prior to 4:30 P.M. New York City time on such date,
or 12:00 Noon New York City time on the business day following the day on which 
the public offering price was determined, if such determination occurred after  
4:30 P.M. New York City time on such date, and (ii) if the Company has elected  
to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been
declared effective not later than the time confirmations are sent or given as   
specified by Rule 462(b)(2), or such later time and date as shall have been     
consented to by the Representatives; if required, the Prospectus or any Term    
Sheet that constitutes a part thereof and any amendment or supplement thereto   
shall have been filed with the Commission in the manner and within the time     
period required by Rules 434 and 424(b) under the Securities Act; no stop order 
suspending the effectiveness of the Registration Statement or any amendment     
thereto shall have been issued, and no proceedings for that purpose shall have  
been instituted or threatened or, to the knowledge of the Company or the        

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Representatives, shall be contemplated by the Commission; and the Company shall 
have complied with any request of the Commission for additional information (to 
be included in the Registration Statement or the Prospectus or otherwise).      

        (b) The Representatives shall have received a legal opinion from
Perkins Coie, counsel for the Company, dated the Closing Date, with respect to  
the matters set forth in Exhibit A hereto.                                      

           In rendering any such opinion, such counsel may rely, as to matters
of fact, to the extent such counsel deems proper, on certificates of responsible
officers of the Company and public officials and, as to matters involving the   
application of laws of any jurisdiction other than the States of Washington and 
Delaware, or the United States, on the opinion of other counsel.                

           References to the Registration Statement and the Prospectus in this
paragraph (b) shall include any amendment or supplement thereto at the date of  
such opinion. The opinions of issuer's counsel described herein shall be        
rendered to the Underwriters at the request of the Company and shall so state   
therein.                                                                        

        (c) The Representatives shall have received a legal opinion from
Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the     
Underwriters, dated the Closing Date, covering the issuance and sale of the     
Shares, the Registration Statement and the Prospectus, and such other related   
matters as the Representatives may reasonably require, and the Company shall    
have furnished to such counsel such documents as they may reasonably request for
the purpose of enabling them to pass upon such matters.                         

            (d) The Representatives shall have received from Ernst & Young LLP a
letter or letters dated, respectively, the date hereof and the Closing Date, in 
form and substance satisfactory to the Representatives, to the effect that:     

          (i)   they are independent accountants with respect to the
        Company within the meaning of the Securities Act and the
applicable rules and regulations thereunder;    

            (ii)  in their opinion, the audited financial statements and
           schedules examined by them and included in the Registration
           Statement and the Prospectus comply in form in all material
           respects with the applicable accounting requirements of the
               Securities Act and the related published rules and regulations;

               (iii) on the basis of a reading of the latest available interim
              unaudited condensed financial statements of the Company and of
               the unaudited financial statements of the Company, carrying out
        certain specified procedures (which do not constitute an
               examination made in accordance with generally accepted auditing
standards) that would not necessarily           

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               reveal matters of significance with respect to the comments set
               forth in this paragraph (iii), a reading of the minute books of
           the stockholders, the board of directors and any committees
             thereof of the Company, and inquiries of certain officials of
                the Company who have responsibility for financial and accounting
            matters, nothing came to their attention that caused them to
believe that:                                   

             (x) the unaudited financial statements of the Company
                    included in the Registration Statement and the Prospectus do
            not comply in form in all material respects with the
                    applicable accounting requirements of the Securities Act and
                 the related published rules and regulations thereunder or
          are not in conformity with GAAP applied on a basis
                   substantially consistent with that of the audited financial
                 statements included in the Registration Statement and the
Prospectus;                             

                 (y) the unaudited amounts for net sales and total and per
                share amounts of net income included in the Registration
                  Statement and the Prospectus do not agree with the amounts
                 set forth in any unaudited financial statements for those
                  same periods or are not in conformity with GAAP accounting
principles applied; and                 

               (z) at a specific date not more than five business days
                   prior to the date of such letter, there were any changes in
                 the capital stock or long-term debt of the Company or any
                  decreases in net current assets or stockholders' equity of
                    the Company, in each case compared with amounts shown on the
              March 31, 1997 unaudited balance sheet included in the
                    Registration Statement and the Prospectus, or for the period
            from April 1, 1997 to April __, 1997, there were any
                  decreases, as compared with January 1, 1997 to January __,
                   1997, in net sales, net income (loss) or total or per share
                  amounts of net income (loss) of the Company, except in all
                  instances for changes, decreases or increases set forth in
such letter.                            

            (iv) they have carried out certain specified procedures, not
       constituting an audit, with respect to certain amounts,
               percentages and financial information that are derived from the
             general accounting records of the Company and are included in
               the Registration Statement and the Prospectus and in Exhibit 11
              to the Registration Statement, and have compared such amounts,
              percentages and financial information with such records of the
      Company and with information derived from such records

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               and have found them to be in agreement, excluding any questions
of legal interpretation.                        

          In the event that the letters referred to above set forth any such
changes, decreases or increases, it shall be a further condition to the         
obligations of the Underwriters that (I) such letters shall be accompanied by a 
written explanation of the Company as to the significance thereof, unless the   
Representatives deem such explanation unnecessary, and (II) such changes,       
decreases or increases do not, in the sole judgment of the Representatives, make
it impractical or inadvisable to proceed with the purchase and delivery of the  
Shares as contemplated by the Registration Statement, as amended as of the date 
hereof. References to the Registration Statement and the Prospectus in this     
paragraph (d) with respect to either letter referred to above shall include any 
amendment or supplement thereto at the date of such letter.                     

         (e) The Company shall have furnished or caused to be furnished to
the Underwriters at the Closing a certificate of its Chairman of the Board, its 
President or its Chief Executive Officer and its Chief Financial Officer        
satisfactory to the Underwriters to the effect that:                            

               (i)   the representations and warranties of the Company in this
          Agreement are true and correct as if made on and as of the
              Closing Date; the Registration Statement, as amended as of the
        Closing Date, does not include any untrue statement of a
             material fact or omit to state any material fact necessary to
               make the statements therein not misleading, and the Prospectus,
           as amended or supplemented as of the Closing Date, does not
                include any untrue statement of a material fact or omit to state
           any material fact necessary in order to make the statements
                therein, in the light of the circumstances under which they were
       made, not misleading; and the Company has performed all
            covenants and agreements and satisfied all conditions on its
            part to be performed or satisfied at or prior to the Closing
Date;                                           

       (ii)  no stop order suspending the effectiveness of the
                Registration Statement or any amendment thereto has been issued,
           and no proceedings for that purpose have been instituted or
          threatened or, to the best of the Company's knowledge, are
contemplated by the Commission; and             

                (iii) subsequent to the respective dates as of which information
              is given in the Registration Statement and the Prospectus, the
                Company has not sustained any material loss or interference with
                its business or properties from fire, flood, hurricane, accident
               or other calamity, whether or not covered by insurance, or from
              any labor dispute or any legal or governmental proceeding, and
            there has not been any materially adverse change (including,
            without limitation, a loss of any Senior Management), in the
           condition (financial or otherwise), management, properties,
business                                        

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              affairs or business prospects, stockholders' equity, net worth
               or results of operations of the Company, except in each case as
                described in or contemplated by the Prospectus (exclusive of any
amendment or supplement thereto).               

           (f) The Representatives shall have received from each person who is
a director or officer of the Company and holders of an aggregate of             
approximately 20,600,000 shares of the outstanding shares of Common Stock an    
agreement (a "Lock-Up Agreement") dated on or before the date of this Agreement 
to the effect that such person will not publicly announce any intention to and  
will not, without the prior written consent of Deutsche Morgan Grenfell Inc. on 
behalf of the Underwriters, (i) offer, pledge, sell, contract to sell, sell any 
option or contract to purchase, purchase any option to sell, grant any option,  
right or warrant to purchase, or otherwise transfer or dispose of, directly or  
indirectly, any of the shares of Common Stock or any securities convertible     
into, or exercisable or exchangeable for, Common Stock, or (ii) enter into any  
swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of the shares of Common Stock or any     
securities convertible into, or exercisable or exchangeable for, shares of      
Common Stock (whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of (A) shares of Common Stock or securities        
convertible into, or exercisable or exchangeable for, Common Stock, (B) in cash,
or (C) otherwise, for a period beginning from the date of the Final Prospectus  
relating to the Offering (the "Final Prospectus") and continuing to and         
including the date 180 days after the date of the Final Prospectus; provided,   
however, that such person, if a natural person, may, without the prior written  
consent of the Representatives on behalf of the Underwriters, transfer shares of
Common Stock or such other securities to members of such person's immediate     
family or to trusts for the benefit of members of such person's immediate family
or in connection with bona fide gifts, and such person, if a corporation or     
partnership, may transfer shares of Common Stock or such other securities (i) in
connection with the sale or other bona fide transfer in a single transaction of 
all or substantially all of such person's assets not undertaken for the purpose 
of avoiding the restrictions imposed by the Lock-Up Agreement; (ii) to another  
corporation or partnership if the transferee and such person are direct or      
indirect affiliates or otherwise related; or (iii) as a part of a distribution  
without consideration from such person to its equity holders on a pro rata      
basis; provided that any transferee agrees to the transfer restrictions         
described above.                                                                

        (g) Prior to the commencement of the Offering, the Company shall
have made an application for the quotation of the Shares on the Nasdaq National 
Market and the Shares shall have been included for trading on the Nasdaq        
National Market, subject to official notice of issuance.                        

          (h) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have occurred any downgrading, nor   
shall any notice have been given of any intended or potential downgrading or of 
any review for a possible change that does not indicate the direction of the    
possible change, in the rating accorded any of the Company's                    

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securities by any "nationally recognized statistical rating organization", as   
such term is defined for purposes of Rule 436(g)(2) under the Securities Act.   

          (i) On or before the Closing Date, the Representatives and counsel
for the Underwriters shall have received such further certificates, documents or
other information as they may have reasonably requested from the Company.       

            All opinions, certificates, letters and documents delivered pursuant
to this Agreement will comply with the provisions hereof only if they are       
satisfactory in all material respects to the Representatives and counsel for the
Underwriters acting reasonably. The Company shall furnish to the Representatives
such conformed copies of such opinions, certificates, letters and documents in  
such quantities as the Representatives and counsel for the Underwriters shall   
reasonably request.                                                             

          The respective obligations of the several Underwriters to purchase
and pay for any Shares shall be subject, in their discretion, to each of the    
foregoing conditions to purchase the Shares, except that all references therein 
to the Shares and the Closing Date shall be deemed to refer to the Firm Shares  
or the Option Shares and the First Closing Date or the related Option Closing   
Date, each as applicable.                                                       

Section 8.  Default of Underwriters. If, at any Closing, any one or more of the 
Underwriters shall fail or refuse to purchase Shares that it has or they have   
agreed to purchase hereunder on such date, and the aggregate number of Shares   
which such defaulting Underwriter or Underwriters agreed but failed or refused  
to purchase is ten percent or less of the aggregate number of the Shares to be  
purchased on such date, the other Underwriters may make arrangements            
satisfactory to the Representatives for the purchase of such Shares by other    
persons (who may include one or more of the non-defaulting Underwriters,        
including the Representatives), but if no such arrangements are made by the     
First Closing Date or the related Option Closing Date, as the case may be, the  
other Underwriters shall be obligated severally in the proportions that the     
number of Firm Shares set forth opposite their respective names in Schedule 1   
hereto bears to the aggregate number of Firm Shares set forth opposite the names
of all such non-defaulting Underwriters, or in such other proportions as the    
Representatives may specify, to purchase the Shares which such defaulting       
Underwriter or Underwriters agreed but failed or refused to purchase on such    
date. If, at the First Closing, any Underwriter or Underwriters shall fail or   
refuse to purchase Firm Shares and the aggregate number of Firm Shares with     
respect to which such default occurs is more than ten per cent of the aggregate 
number of Firm Shares to be purchased, and arrangements satisfactory to the     
Representatives and the Company for the purchase of such Firm Shares are not    
made within 36 hours after such default, this Agreement shall terminate without 
liability on the part of any non-defaulting Underwriter or the Company. In any  
such case either the Representatives or the Company shall have the right to     
postpone the Closing, but in no event for longer than seven days, in order that 
the required changes, if any, in the Registration Statement and in the          
Prospectus or in any other documents or arrangements may be effected. If, at any
Option Closing, any Underwriter or                                              

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Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting 
Underwriters shall have the option to (i) terminate their obligation hereunder  
to purchase Option Shares or (ii) purchase not less than the number of Option   
Shares that such non-defaulting Underwriters would have been obligated to       
purchase in the absence of such default. As used in this Agreement, the term    
"Underwriter" includes any person substituted for an Underwriter under this     
Section 8. Any action taken under this Section 8 shall not relieve any          
defaulting Underwriter from liability in respect of any default of such         
Underwriter under this Agreement.                                               

Section 9.  Termination. This Agreement shall be subject to termination with    
respect to the Shares to be purchased on a Closing Date in the sole discretion  
of the Representatives by notice to the Company given prior to such Closing Date
in the event that the Company shall have failed, refused or been unable to      
perform all obligations and satisfy all conditions on its part to be performed  
or satisfied hereunder at or prior thereto or, if at or prior to such Closing   
Date, (a) trading in securities generally on the New York Stock Exchange or the 
Nasdaq National Market shall have been suspended or materially limited or       
minimum or maximum prices shall have been established by or on, as the case may 
be, the Commission or the New York Stock Exchange or the Nasdaq National Market;
(b) trading of any securities of the Company shall have been suspended on any   
exchange or in any over-the-counter market; (c) a general moratorium on         
commercial banking activities shall have been declared by either Federal or New 
York State authorities; (d) there shall have occurred (i) an outbreak or        
escalation of hostilities between the United States and any foreign power, (ii) 
an outbreak or escalation of any other insurrection or armed conflict involving 
the United States, or (iii) any other calamity or crisis or materially adverse  
change in general economic, political or financial conditions having an effect  
on the U.S. financial markets that, in the sole judgment of the Representatives,
makes it impractical or inadvisable to proceed with the public offering or the  
delivery of the Shares as contemplated by the Registration Statement, as amended
as of the date hereof; or (e) the Company shall have, in the sole judgment of   
the Representatives, sustained any material loss or interference with its       
businesses or properties from fire, flood, hurricane, accident or other         
calamity, whether or not covered by insurance, or from any labor dispute or any 
legal or governmental proceeding, or there shall have been any materially       
adverse change (including, without limitation, any loss of Senior Management)   
in the condition (financial or otherwise), management, properties, business     
affairs or business prospects, stockholders' equity, net worth or results of    
operations of the Company, except in each case as described in or contemplated  
by the Prospectus (exclusive of any amendment or supplement thereto), and such  
event singly or together with any other event makes it, in the sole judgment of 
the Representatives, impracticable to market the Shares on the terms and in the 
manner contemplated in the Prospectus. Termination of this Agreement pursuant to
this Section 9 shall be without liability of any party to any other party except
for the liability of the Company in relation to expenses as provided in Sections
4 and 10 hereof, the indemnity provided in Section 6 hereof and any liability   
arising before or in relation to such termination.                              

Section 10. Reimbursement of Expenses. If the sale of the Shares provided for   
herein is not consummated because any condition to the obligations of the       
Underwriters set forth in Section 7                                             

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hereof is not satisfied (other than by reason of a default by any of the        
Underwriters), the Company shall reimburse the Underwriters, severally upon     
demand, for all out-of-pocket expenses (including fees and disbursements of     
counsel) that shall have been incurred by them in connection with the proposed  
purchase and sale of the Shares.                                                

Section 11. Information Supplied by Underwriters. The statements set forth in   
[the last paragraph on the front cover page and under the heading "Underwriting"
in any Preliminary Prospectus or the Prospectus] (to the extent such statements 
relate to the Underwriters) constitute the only information furnished by any    
Underwriter through the Representatives to the Company for the purposes of      
Section 5(a)(ii) and Section 6 hereof. The Underwriters confirm that such       
statements (to such extent) are correct.                                        

Section 12. Notices. In all dealings hereunder, you shall act on behalf of each 
of the Underwriters, and the parties hereto shall be entitled to act and rely   
upon any statement, request, notice or agreement on behalf of any Underwriter   
made or given by you jointly by the Representatives. Any notice or notification 
in any form to be given under this Agreement may be delivered in person or sent 
by telex, facsimile or telephone (subject in the case of a communication by     
telephone to confirmation by telex or facsimile) addressed to:                  

in the case of the Company:                             

Amazon.com, Inc.                                        
1516 Second Avenue, 4th Floor                           
Seattle, Washington 98101                               

Facsimile:  206/346-2082                                
Telephone:  206/622-2335                                
Attention:  Joy D. Covey                                

in the case of the Underwriters:                        

Deutsche Morgan Grenfell Inc.                           
31 West 52nd Street                                     
New York, New York 10019                                

Facsimile:  415/614-5030                                
Telephone:  415/614-5006                                
Attention:  William J. Brady                            

Any such notice shall take effect, in the case of delivery, at the time of      
delivery and, in the case of telex or facsimile, at the time of dispatch.       

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Section 13. Miscellaneous.                                                      

(a) Time shall be of the essence of this Agreement.     

         (b) The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect, the meaning or           
interpretation of this Agreement.                                               

            (c) For purposes of this Agreement, (a) "business day" means any day
on which the New York Stock Exchange is open for trading, and (b) "subsidiary"  
has the meaning set forth in Rule 405 under the Securities Act.                 

         (d) This Agreement may be executed in any number of counterparts,
all of which, taken together, shall constitute one and the same Agreement, and  
any party may enter into this Agreement by executing a counterpart.             

     (e) This Agreement shall inure to the benefit of and shall be
binding upon the several Underwriters, the Company and their respective         
successors and legal representatives, and nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person any legal  
or equitable right, remedy or claim under or in respect of this Agreement, or   
any provisions herein contained, this Agreement and all conditions and          
provisions hereof being intended to be and being for the sole and exclusive     
benefit of such persons and for the benefit of no other person, except that (i) 
the indemnities of the Company contained in Section 6 hereof shall also be for  
the benefit of any person or persons who control any Underwriter within the     
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act   
and (ii) the indemnities of the Underwriters contained in Section 6 hereof shall
also be for the benefit of the directors of the Company, the officers of the    
Company who have signed the Registration Statement and any person or persons who
control the Company within the meaning of Section 15 of the Securities Act or   
Section 20 of the Exchange Act. No purchaser of Shares from any Underwriter     
shall be deemed a successor because of such purchase.                           

   (f) The respective representations, warranties, agreements,
covenants, indemnities and other statements of the Company, its officers and the
several Underwriters set forth in this Agreement or made by or on behalf of     
them, respectively, pursuant to this Agreement shall remain in full force and   
effect, regardless of (i) any investigation made by or on behalf of the Company,
any of its officers or directors, any Underwriter or any controlling person     
referred to in Section 6 hereof and (ii) delivery of and payment for the Shares.
The respective agreements, covenants, indemnities and other statements set forth
in Sections 4, 6 and 10 hereof shall remain in full force and effect, regardless
of any termination or cancellation of this Agreement.                           

Section 14. Severability. It is the desire and intent of the parties that the   
provisions of this Agreement be enforced to the fullest extent permissible under
the law and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, in the event that any provision of this Agreement would be 
held in any jurisdiction to be invalid, prohibited or unenforceable for         

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any reason, such provision, as to such jurisdiction, shall be ineffective,      
without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.         

         Governing Law. The validity and interpretation of this Agreement,
and the terms and conditions set forth herein, shall be governed by and         
construed in accordance with the laws of the State of New York, without giving  
effect to any provisions relating to conflicts of laws.                         

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         If the foregoing is in accordance with your understanding, please
sign and return to us six counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance     
hereof shall constitute a binding agreement among each of the Underwriters and  
the Company. It is understood that your acceptance of this letter on behalf of  
each of the Underwriters is pursuant to the authority set forth in the Deutsche 
Morgan Grenfell Inc. Master Agreement Among Underwriters, the form of which     
shall be submitted to the Company for examination upon request, but without     
warranty on your part as to the authority of the signers thereof.               

               Very truly yours,

              Amazon.com, Inc.

                                     By ____________________________________

                Name: Joy D. Covey
                            Title: Chief Financial Officer

The foregoing Agreement is hereby                                               
confirmed and accepted as of the                                                
date first above written.                                                       

DEUTSCHE MORGAN GRENFELL INC.                                                   
Alex. Brown & Sons Incorporated                                                 
Hambrecht & Quist LLC                                                           

By:  DEUTSCHE MORGAN GRENFELL INC.                                              

By ___________________________                                        

Name: ________________________                                        
Title:________________________                                        

[For itself and on behalf of the Representatives]                               

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SCHEDULE 1

The Underwriters

Underwriter                                   Underwriting commitment           
-----------                                   -----------------------           

[name]....................................... [number of Firm Shares]           

                                  --------------------
Total........................................ [aggregate number of Firm Shares]

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Dates Referenced Herein

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	4/29/97			None on these Dates
	4/1/97	25
	3/31/97	25
	1/1/97	25
	6/21/96	17
				List all Filings

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Filing Submission 0000891020-97-000659 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Amazon Com Inc – IPO: ‘S-1/A’ on 4/29/97 – EX-1.1

As of: Tuesday, 4/29/97 · Accession #: 891020-97-659 · File #: 333-23795

Previous ‘S-1’: ‘S-1/A’ on 4/21/97 · Next: ‘S-1/A’ on 5/9/97 · Latest: ‘S-1/A’ on 5/14/97

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-1.1 — Form of Underwriting AgreementExhibit Table of Contents

Dates Referenced Herein

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

EX-1.1 — Form of Underwriting Agreement
Exhibit Table of Contents