Amazon Com Inc – ‘8-K’ for 5/14/99 – EX-2.1

As of:  Wednesday, 5/19/99   ·   For:  5/14/99   ·   Accession #:  891020-99-908   ·   File #:  0-22513

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K for Period Ended May 14, 1999                 7     24K 
 2: EX-2.1      Agreement and Plan of Merger, Dated April 24, 1999   101    391K 
 3: EX-23.1     Consent of Pricewaterhousecoopers LLP - Alexa          1      6K 
 4: EX-23.2     Consent of Pricewaterhousecoopers LLP - E-Niche        1      6K 

EX-2.1   —   Agreement and Plan of Merger, Dated April 24, 1999
Exhibit Table of Contents

EX-2.1
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AGREEMENT AND PLAN OF MERGER

 AMONG

 AMAZON.COM, INC.,

AMAZON.COM AUCTIONS, INC.,

E-NICHE INCORPORATED

 AND

 ALL THE STOCKHOLDERS OF E-NICHE, INCORPORATED

DATED AS OF APRIL 24, 1999

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CONTENTS

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ARTICLE I - THE MERGER.................................................................  1
        1.1    The Merger..............................................................  1
        1.2    The Closing.............................................................  2
        1.3    Effective Date and Time.................................................  2
        1.4    Certificate of Incorporation of the Surviving Corporation...............  2
        1.5    Bylaws of the Surviving Corporation.....................................  2
        1.6    Directors and Officers..................................................  2
        1.7    Merger Consideration and Conversion of Shares...........................  3
               1.7.1    Merger Consideration; Conversion of Company Preferred             
                        Stock..........................................................  3
               1.7.2    Exchange Ratio; Escrow Shares..................................  4
               1.7.3    Post-Closing Merger Consideration..............................  7
               1.7.4    Exchange of Certificates.......................................  9
               1.7.5    No Fractional Shares........................................... 11
               1.7.6    No Further Transfers........................................... 11
        1.8    Stockholder Representative.............................................. 11
        1.9    Amendment to Provide for Alternative Merger Structures.................. 12
        1.10   Tax Free Reorganization................................................. 12

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................. 13
        2.1    Organization............................................................ 13
        2.2    Enforceability.......................................................... 14
        2.3    Capitalization.......................................................... 14
        2.4    Subsidiaries and Affiliates............................................. 16
        2.5    No Approvals; No Conflicts.............................................. 16
        2.6    Financial Statements.................................................... 17
        2.7    Absence of Certain Changes or Events.................................... 18
        2.8    Taxes................................................................... 20
        2.9    Property................................................................ 23
        2.10   Contracts............................................................... 24
        2.11   Claims and Legal Proceedings............................................ 26
        2.12   Labor and Employment Matters............................................ 26
        2.13   Employee Benefit Plans.................................................. 27
               2.13.1   Employee Benefit Plan Listing.................................. 27
               2.13.2   Documents Provided............................................. 28
               2.13.3   Compliance..................................................... 28

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               2.13.4   Contributions and Premium Payments............................. 29
               2.13.5   Related Employers.............................................. 29
               2.13.6   Multiemployer and Title IV Plans............................... 30
               2.13.7   Post-Termination Welfare Benefits.............................. 30
               2.13.8   Suits, Claims and Investigations............................... 30
               2.13.9   Payments Resulting From Transactions........................... 30
        2.14   Intellectual Property................................................... 31
               2.14.1   General........................................................ 31
               2.14.2   Company Technology............................................. 31
               2.14.3   Third Party Technology......................................... 32
               2.14.4   Trademarks..................................................... 32
               2.14.5   Intellectual Property Rights................................... 33
               2.14.6   Maintenance of Rights.......................................... 33
               2.14.7   Third Party Infringement....................................... 33
               2.14.8   Infringement by the Company.................................... 34
               2.14.9   Confidentiality................................................ 34
               2.14.10  Warranty Against Defects....................................... 35
               2.14.11  Domain Names................................................... 35
               2.14.12  Year 2000...................................................... 35
               2.14.13  Indemnification................................................ 36
               2.14.14  Restrictions on Intellectual Property.......................... 36
        2.15   Corporate Books and Records............................................. 36
        2.16   Licenses, Permits, Authorizations, etc.................................. 36
        2.17   Compliance With Laws.................................................... 36
        2.18   Insurance............................................................... 37
        2.19   Brokers or Finders...................................................... 37
        2.20   Absence of Questionable Payments........................................ 37
        2.21   Bank Accounts........................................................... 38
        2.22   Insider Interests....................................................... 38
        2.23   Compliance With Environmental Laws...................................... 39
        2.24   Full Disclosure......................................................... 39
        2.25   Operating Data.......................................................... 39

ARTICLE IIA - REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS....................... 40
        2A.1   Sophistication; Accreditation........................................... 40
        2A.2   Ownership............................................................... 40
        2A.3   Amazon.com Prospectus................................................... 40
        2A.4   Enforceability; No Conflicts............................................ 40
        2A.5   Claims Against the Company.............................................. 41

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        2A.6   Brokers or Agents....................................................... 41
        2A.7   Hart-Scott-Rodino Filing................................................ 42
        2A.8   Investment for Own Account.............................................. 42
        2A.9   Residency............................................................... 42

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF AMAZON.COM AND THE PURCHASER........... 42
        3.1    Organization............................................................ 42
        3.2    Enforceability.......................................................... 43
        3.3    Securities.............................................................. 44
        3.4    No Approvals or Notices Required; No Conflicts With Instruments......... 44
        3.5    Capitalization.......................................................... 45
        3.6    SEC Documents........................................................... 45
        3.7    Absence of Certain Changes.............................................. 45
        3.8    Full Disclosure......................................................... 45
        3.9    Stockholders Consent.................................................... 46
        3.10   Brokers or Finders...................................................... 46

ARTICLE IV - CONDITIONS PRECEDENT TO OBLIGATIONS OF AMAZON.COM AND THE                    
        PURCHASER...................................................................... 46
        4.1    Accuracy of Representations and Warranties.............................. 46
        4.2    Performance of Agreements............................................... 46
        4.3    Opinion of Counsel for the Company...................................... 46
        4.4    Compliance Certificate.................................................. 47
        4.5    Material Adverse Change................................................. 47
        4.6    Approvals and Consents.................................................. 47
        4.7    Secretary's Certificate................................................. 47
        4.8    Nonforeign Affidavit.................................................... 47
        4.9    Compliance With Laws.................................................... 48
        4.10   Stockholder Approval.................................................... 48
        4.11   Legal Proceedings....................................................... 48
        4.12   Employment and Noncompetition Arrangements.............................. 48
        4.13   Affiliate Letters....................................................... 48
        4.14   Termination of Certain Agreements....................................... 48
        4.15   Exercise of Stock Purchase Rights; Conversion of Convertible               
               Securities.............................................................. 49
        4.16   No Dissenter Rights Exercised Greater Than 5% of Stock.................. 49
        4.17   Transmittal Letters..................................................... 49
        4.18   Stock Vesting Agreement................................................. 49

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        4.19   Nondisclosure Agreements................................................ 49
        4.20   Prospectus Delivery Requirements........................................ 50
        4.21   Escrow Agreement........................................................ 50
        4.22   Assignment of Domain Names.............................................. 50
        4.23   Post-Closing Bonus Amount Agreements.................................... 50
        4.24   Amendment of Option Plan................................................ 50

ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE                    
        STOCKHOLDERS................................................................... 50
        5.1    Accuracy of Representations and Warranties.............................. 51
        5.2    Performance of Agreements............................................... 51
        5.3    Opinion of Counsel...................................................... 51
        5.4    Compliance Certificate.................................................. 51
        5.5    Legal Proceedings....................................................... 51
        5.6    Material Adverse Change................................................. 52
        5.7    Approvals and Consents.................................................. 52
        5.8    Compliance With Laws.................................................... 52
        5.9    Tax Opinion............................................................. 52
        5.10   Secretary's Certificates................................................ 52
        5.11   Blue Sky Laws........................................................... 53
        5.12   Escrow Agreement........................................................ 53

ARTICLE VI - COVENANTS................................................................. 53
        6.1    Conduct of Business by the Company Pending the Merger................... 53
        6.2    Access to Information; Confidentiality.................................. 55
        6.3    No Alternative Transactions............................................. 56
        6.4    Notification of Certain Matters......................................... 56
        6.5    Further Action; Commercially Reasonable Efforts......................... 56
        6.6    Stockholder Approval.................................................... 57
        6.7    Amazon.com Common Stock................................................. 57
        6.8    Securities Act Compliance............................................... 57
        6.9    Dissenting Shares....................................................... 58
        6.10   Publicity............................................................... 58
        6.11   Option Grants........................................................... 58
        6.12   Option Shares; Registration............................................. 59
        6.13   Employee Matters........................................................ 59
        6.14   Indemnification......................................................... 60
        6.15   Blue Sky Laws........................................................... 60
        6.17   Audited Financial Statements............................................ 60

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ARTICLE VIA - COVENANTS OF THE STOCKHOLDERS............................................ 60
        6A.1   Restrictions on Transfer................................................ 60
        6A.2   Execution of All Operative Documents.................................... 61
        6A.3   Agreement to Vote Shares................................................ 61
        6A.4   Limitation on Sales..................................................... 61
        6A.5   Waiver of Dissenter's Rights............................................ 61
        6A.6   Taxes................................................................... 62

ARTICLE VII - TERMINATION, AMENDMENT AND WAIVER........................................ 62
        7.1    Termination............................................................. 62
        7.2    Effect of Termination................................................... 63
        7.3    Amendment............................................................... 63
        7.4    Waiver.................................................................. 63

ARTICLE VIII - SURVIVAL AND INDEMNIFICATION............................................ 64
        8.1    Survival................................................................ 64
        8.2    Indemnification by the Stockholders..................................... 64
        8.3    Indemnification by Amazon.com........................................... 64
        8.4    Threshold and Limitations; Adjustment of Merger Consideration........... 65
        8.5    Procedure for Indemnification........................................... 66
        8.6    Remedies; Specific Performance.......................................... 68

ARTICLE IX - GENERAL................................................................... 68
        9.1    Tax Matters............................................................. 68
        9.2    Expenses................................................................ 69
        9.3    Notices................................................................. 69
        9.4    Severability............................................................ 70
        9.5    Entire Agreement........................................................ 71
        9.6    Assignment.............................................................. 71
        9.7    Parties in Interest..................................................... 71
        9.8    Governing Law........................................................... 71
        9.9    Headings................................................................ 71
        9.10   Counterparts............................................................ 71
        9.11   Waiver of Jury Trial.................................................... 72

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EXHIBITS                                                        

1.3      -   Certificate of Merger                              

1.7.1    -   Primary and Secondary Key Employees                

1.7.2(c) -   Form of Escrow Agreement                           

1.7.2(e) -   Form of Notice of Assumption of Options            

1.7.3    -   List of Central Employees                          

1.7.4    -   Letter of Transmittal                              

2        -   Company Disclosure Memorandum                      

2A       -   Stockholder Disclosure Memorandum                  

4.3      -   Opinion of Counsel for the Company                 

4.6      -   List of Consents, Approvals and Notices            

4.8      -   Real Property Tax Affidavit                        

  4.12     -   Form of Confidentiality, Noncompetition and Invention
Assignment Agreement                  

4.13     -   Form of Affiliate Letter                           

4.18(a)  -   Form of Stock Vesting Agreement (S. Leschly)       

4.18(b)  -   Form of Stock Vesting Agreement (S. Rao)           

4.22     -   List of Domain Names to be Assigned                

5.3      -   Opinion of Counsel for Amazon.com and the Purchaser

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    AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this
"Agreement") is made and entered into as of April 24, 1999, by and among        
Amazon.com, Inc., a Delaware corporation ("Amazon.com"), Amazon.com Auctions,   
Inc., a Delaware corporation and wholly owned subsidiary of Amazon.com (the     
"Purchaser"), e-Niche Incorporated, a Delaware corporation (the "Company"), and 
all the stockholders of the Company (the "Stockholders").                       

RECITALS

   A.      The Company, Amazon.com, the Stockholders and the Purchaser
believe it advisable and in their respective best interests to effect a merger  
of the Company and the Purchaser pursuant to this Agreement (the "Merger").     

B.      The Board of Directors of the Company has approved this 
Agreement and the Merger as required by applicable law.                         

    C.      The Boards of Directors of Amazon.com and the Purchaser have
approved this Agreement and the Merger as required by applicable law.           

       D.      It is intended that the Merger will qualify as a reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended (the      
"Code").                                                                        

 AGREEMENT

 In consideration of the terms hereof, the parties hereto agree as
follows:                                                                        

ARTICLE I - THE MERGER

1.1     THE MERGER                                                              

     Upon the terms and subject to the conditions hereof and in accordance
with the Delaware General Corporation law ("Delaware Law"), (a) at the Effective
Time (as defined in Section 1.3 hereof) the separate existence of the Company   
shall cease and the Company shall be merged with and into the Purchaser (the    
Purchaser as the surviving corporation after the Merger is sometimes referred to
herein as the "Surviving Corporation"), and (b) from and after the Effective    
Time, the Merger shall have all the effects of a merger under the laws of the   
State of Delaware and other applicable law.                                     

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1.2     THE CLOSING                                                             

    Subject to the satisfaction or waiver of the conditions set forth in
Articles IV and V and the termination provisions of Article VII, the closing of 
the Merger pursuant to this Agreement (the "Closing") shall take place on the   
later of (a) May 14, 1999 and (b) the earliest practicable business day         
following the satisfaction or waiver of the conditions set forth in Articles IV 
and V (the "Closing Date") at 10:00 a.m. local time at the offices of Perkins   
Coie LLP, 1201 Third Avenue, 48th Floor, Seattle, Washington, or such other     
date, time or location as Amazon.com and the Company shall agree.               

1.3     EFFECTIVE DATE AND TIME                                                 

     On the Closing Date and subject to the terms and conditions hereof, a
certificate of merger complying with the applicable provisions of Delaware Law, 
substantially in the form attached as Exhibit 1.3 (the "Certificate of Merger"),
shall be delivered for filing to the Secretary of State of the State of Delaware
(the "Delaware Secretary of State"). The Merger shall become effective on the   
date (the "Effective Date") and at the time (the "Effective Time") of filing of 
the Certificate of Merger with the Delaware Secretary of State or at such other 
time as may be specified in the Certificate of Merger as filed. If the Delaware 
Secretary of State requires any changes in the Certificate of Merger as a       
condition to filing or to issuing its certificate to the effect that the Merger 
is effective, Amazon.com, the Purchaser and the Company will execute any        
necessary revisions incorporating such changes, provided such changes are not   
inconsistent with and do not result in any material change in the terms of this 
Agreement.                                                                      

1.4     CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION               

        At the Effective Time, the Certificate of Incorporation of the Purchaser
shall continue in effect as the Certificate of Incorporation of the Surviving   
Corporation. Thereafter, the Certificate of Incorporation of the Surviving      
Corporation may be amended in accordance with its terms and as provided by law. 

1.5     BYLAWS OF THE SURVIVING CORPORATION                                     

    At the Effective Time, the Bylaws of the Purchaser shall continue in
effect as the Bylaws of the Surviving Corporation. Thereafter, the Bylaws may be
amended or repealed in accordance with their terms and the Certificate of       
Incorporation of the Surviving Corporation and as provided by law.              

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1.6     DIRECTORS AND OFFICERS                                                  

       At the Effective Time, the directors of the Purchaser shall continue in
office as the directors of the Surviving Corporation and the officers of the    
Purchaser shall continue in office as the officers of the Surviving Corporation,
and such directors and officers shall hold office in accordance with and subject
to the Certificate of Incorporation and Bylaws of the Surviving Corporation.    

1.7     MERGER CONSIDERATION AND CONVERSION OF SHARES                           

   1.7.1   MERGER CONSIDERATION; CONVERSION OF COMPANY PREFERRED STOCK

       (a)     For purposes of this Agreement, the term "Merger Consideration"
shall mean (i) the Closing Date Shares plus (ii) the Post-Closing Shares (as    
defined in Section 1.7.3(b) below). The term "Closing Date Shares" shall mean   
the number of shares of Amazon.com Common Stock, par value $0.01 per share      
("Amazon.com Common Stock"), determined by dividing the Base Amount (as defined 
below) by the closing price of Amazon.com Common Stock as reported on the Nasdaq
National Market on the second trading day immediately preceding the Closing Date
(the "Closing Price"). The term "Base Amount" shall mean $149,925,000 less the  
aggregate amount (the "Post-Closing Bonus Amount") of all payments the Company  
has, prior to the Closing Date and in connection with the transactions          
contemplated hereby, committed to make to its officers and employees after the  
Closing Date; provided, however, that such amount shall be reduced to           
$124,925,000 less the Post-Closing Bonus Amount if, as of the Closing Date,     
either (i) any of the individuals that are designated as "Primary Key Employees"
on Exhibit 1.7.1 (the "Primary Key Employees") or (ii) both of the individuals  
that are designated as "Secondary Key Employees" on Exhibit 1.7.1 (the          
"Secondary Key Employees") have not accepted the offer of employment as set     
forth in Section 6.13; and, provided further, that such amount shall be reduced 
to $99,925,000 less the Post-Closing Bonus Amount if, as of the Closing Date,   
either (i) any two Primary Key Employees or (ii) any Primary Key Employee and   
both Secondary Key Employees have not accepted the offer of employment as set   
forth in Section 6.13. At least five business days prior to the anticipated     
Closing Date, the Company shall provide to Amazon.com a list of all payments    
included in determining the Post-Closing Bonus Amount.                          

      (b)     Immediately prior to the Effective Time, each Stockholder that
then holds of record any shares of the Company's Series A Preferred Stock, par  
value $.01 per share ("Company Series A Stock"), or the Company's Series C      
Preferred Stock, par value $.01 per share (the "Company Series C Stock"), shall 
be deemed to have                                                               

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delivered written notice to the Company, as transfer agent, pursuant to Section 
4(c)(i) of the Company's Second Amended and Restated Certificate of             
Incorporation (the "Company's Certificate of Incorporation") electing to convert
all of the shares of the Company Series A Stock and Company Series C Stock then 
held by such Stockholder into shares of the Company's Common Stock, par value   
$.01 per share (the "Company Common Stock"). Without any further action on the  
part of any holder of Company Series A Stock or Company Series C Stock, each    
share of Company Series A Stock and Company Series C Stock outstanding          
immediately prior to the Effective Time shall be deemed to have been converted  
into one share of Company Common Stock (subject to any applicable adjustments   
from the date hereof through the Closing Date in accordance with the Company's  
Certificate of Incorporation). The shares of Company Common Stock deemed to be  
issued upon conversion of the Company Series A Stock and the Company Series C   
Stock are referred to herein as the "Common Conversion Shares."                 

1.7.2   EXCHANGE RATIO; ESCROW SHARES                           

        As of the Effective Time, by virtue of the Merger and without any action
on the part of the holders thereof:                                             

               (a)     All shares of any class of capital stock of the Company
held by the Company as treasury shares shall be canceled.                       

                (b)     The share of Company Series B Preferred Stock, par value
$.01 per share ("Company Series B Stock"), to the extent then outstanding, shall
be cancelled and the holder of such share shall be paid the amount of $75,000 as
set forth in Section A.2.(a) of Article IV of the Company's Certificate of      
Incorporation. Subject to Section 1.7.2(g), each issued and outstanding share of
Company Common Stock, including each of the Common Conversion Shares, other than
Dissenting Shares (as defined in Section 1.7.2(f)), shall be converted into the 
right to receive from Amazon.com a number of fully paid and nonassessable shares
of Amazon.com Common Stock determined by dividing (i) the number of Closing Date
Shares by (ii) the Fully Diluted Common Stock Number. The "Fully Diluted Common 
Stock Number" shall mean (x) the total number of shares of Company Common Stock 
issued and outstanding immediately prior to the Effective Time (including the   
total number of Common Conversion Shares) plus (y) the total number of shares of
Company Common Stock issuable upon exercise of Options (as defined in Section   
1.7.2(e) below) outstanding immediately prior to the Effective Time and         
regardless of restrictions on exercise. The quotient as derived above shall be  
referred to herein as the "Exchange Ratio." The number of shares of Amazon.com  
Common Stock to be issued to each Stockholder of the Company under this Section 
1.7.2(b) shall be calculated by                                                 

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aggregating all shares of Company Common Stock (including Common Conversion     
Shares) held, or deemed to be held pursuant to Section 1.7.1(b), by such        
Stockholder, so that such number of shares of Amazon.com Common Stock to be     
issued shall be equal to the aggregate number of shares of Company Common Stock 
(including Common Conversation Shares) held, or deemed to be held pursuant to   
Section 1.7.1(b), by such Stockholder multiplied by the Exchange Ratio, with    
cash paid in lieu of any fractional share of Amazon.com Common Stock pursuant to
Section 1.7.5 hereof.                                                           

             (c)     Notwithstanding the foregoing, that number of Closing
Date Shares equal to the quotient of $15,000,000 divided by the Closing Price   
(the "Escrow Shares") shall be deposited in escrow with ChaseMellon Shareholder 
Services L.L.C. ("ChaseMellon" or the "Escrow Agent"), to be held and           
administered in accordance with an Escrow Agreement, in substantially the form  
attached hereto as Exhibit 1.7.2(c) (the "Escrow Agreement"), such Escrow Shares
to be withheld and deducted, pro rata, from the Closing Date Shares otherwise   
issuable to each Stockholder. Fractional shares of Amazon.com Common Stock shall
not be deposited in escrow. In lieu thereof, each Stockholder shall round up    
such fractional share to the nearest whole number and deposit into escrow a full
share of Amazon.com Common Stock for such fractional share. The Escrow Shares   
shall be held by the Escrow Agent in book entry form. Notwithstanding the escrow
of the Escrow Shares, dividends or other distributions declared and paid on such
shares shall continue to be paid by Amazon.com to the Stockholders and all      
voting rights with respect to such shares shall inure to the benefit of and be  
enjoyed by such stockholders. Any securities received by the Escrow Agent in    
respect of any Escrow Shares held in escrow as a result of any stock split or   
combination of shares of Amazon.com Common Stock, payment of a stock dividend or
other stock distribution in or on shares of Amazon.com Common Stock, or change  
of Amazon.com Common Stock into any other securities pursuant to or as a part of
a merger, consolidation, acquisition of property or stock, separation,          
reorganization or liquidation of Amazon.com, or otherwise, shall be held by the 
Escrow Agent as, and shall be included within the definition of, Escrow Shares. 
The Escrow Shares shall be available to satisfy any indemnification obligations 
pursuant to Article VIII.                                                       

             (d)     Each issued and outstanding share of capital stock of
the Purchaser shall continue to remain outstanding as a share of capital stock  
of the Surviving Corporation.                                                   

             (e)     Each outstanding option to purchase shares of Company
Common Stock issued pursuant to the Company's Amended and Restated 1998 Stock   
Option and                                                                      

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Grant Plan (the "Company Plan"), whether or not vested or exercisable (each an  
"Option"), shall be assumed by Amazon.com and shall constitute an option to     
acquire, on the same vesting terms, and on substantially the same other terms   
and conditions as were applicable under such assumed Option, that number of     
shares of Amazon.com Common Stock equal to the product of the Exchange Ratio and
the number of shares of Company Common Stock subject to such Option, at a price 
per share (rounded to the nearest $0.01) equal to the aggregate exercise price  
for the shares of Company Common Stock subject to such Option divided by the    
number of full shares of Amazon.com Common Stock deemed to be purchasable       
pursuant to such Option; provided, however, that (i) the number of shares of    
Amazon.com Common Stock that may be purchased upon exercise of such Option shall
not include any fractional shares, and Amazon.com shall pay to the holder       
thereof as soon as practicable after the assumption thereof an amount of cash   
equal to such fraction multiplied by the average of the high and low selling    
price of Amazon.com Common Stock as reported on the Nasdaq Stock Market on the  
assumption date, and (ii) all Options shall be deemed to be nonqualified stock  
options. Amazon.com shall assume the obligations of the Company under the       
Company Plan and shall comply with the terms of such plan as they apply to the  
Options assumed as set forth above. At the Closing, Amazon.com shall provide    
notice, by delivery to the Stockholder Representative of notices in             
substantially the form attached hereto as Exhibit 1.7.2(e), to each holder of an
assumed Option regarding the terms of such assumed Option.                      

          (f)     Holders of shares of Company Common Stock who have
complied with all the requirements for perfecting dissenters' rights, as        
required under the Delaware Law, shall be entitled to their rights under        
Delaware Law with respect to such shares (the "Dissenting Shares").             
Notwithstanding the foregoing, if any holder of Dissenting Shares shall         
effectively withdraw or lose (through failure to perfect or otherwise) the right
to dissent, then, as of the later of the Effective Time and the occurrence of   
such event, such holder's shares shall automatically be converted into and      
represent only the right to receive the shares of Amazon.com Common Stock to    
which such holder is then entitled under this Agreement and Delaware Law,       
without interest thereon and upon surrender of the certificate representing such
shares. Notwithstanding any provision of this Agreement to the contrary, any    
Dissenting Shares held by a Stockholder who has perfected dissenter's rights for
such shares in accordance with Delaware Law shall not be converted into         
Amazon.com Common Stock pursuant to this Section 1.7.2.                         

   (g)     If, prior to the Effective Time, Amazon.com
recapitalizes through a split-up of its outstanding shares of capital stock into
a greater number, or a combination of its outstanding shares of capital stock   
into a lesser number, reorganizes,                                              

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reclassifies or otherwise changes its outstanding shares of capital stock into  
the same or a different number of shares of other classes of capital stock, or  
declares a dividend on its outstanding shares of capital stock payable in shares
or securities convertible into shares, the number of shares of Amazon.com Common
Stock into which the shares of Company Common Stock (including Common Conversion
Shares) are to be converted, and the number of shares of Amazon.com Common Stock
issuable upon the exercise of each assumed Option, will be adjusted             
appropriately so as to maintain the proportionate interests of the holders of   
the Company Capital Stock (as defined in Section 1.7.4(a)) and Options and the  
holders of shares of capital stock of Amazon.com.                               

1.7.3   POST-CLOSING MERGER CONSIDERATION                       

        (a)     Subject to the completion of the Merger and the obtaining of all
related authorizations or approvals required under the Hart-Scott-Rodino        
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), within five     
business days after the first anniversary of the Closing Date Amazon.com shall, 
on the terms set forth in this Section, issue additional shares of Amazon.com   
Common Stock to the Stockholders of the Company as of the Closing Date, as part 
of the Merger Consideration, and make payments to certain individuals who hold  
Options as of the Closing Date. The date on which such shares are issued and    
such payments are made is referred to herein as the "Post-Closing Issuance      
Date."                                                                          

    (b)     The number of shares of Amazon.com Common Stock to be issued
pursuant to this Section 1.7.3 (the "Post-Closing Shares") shall be determined  
as follows:                                                                     

              (i)     in the event that the First Anniversary Percentage (as
        defined below) is greater than or equal to 66.7%, Amazon.com shall issue
       to the Stockholders an aggregate number of fully paid and nonassessable
 shares of Amazon.com Common Stock equal to the product of (A) the
     Outstanding Stock Percentage (as defined below) multiplied by (B) the
    quotient of (1) $50,000,000 divided by (2) the closing sale price of
     Amazon.com Common Stock as reported on the Nasdaq Stock Market on the
       second trading day immediately preceding the Post-Closing Issuance Date
(the "Post-Closing Price"), and                                 

             (ii)    in the event that the First Anniversary Percentage is
        less than 66.7%, Amazon.com shall issue to the Stockholders an aggregate
        number of fully paid and nonassessable shares of Amazon.com Common Stock
equal to the product of (A) the Outstanding Stock Percentage    

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multiplied by (B) the quotient of (1) the product of $50,000,000
 multiplied by the First Anniversary Percentage divided by (2) the
Post-Closing Price.                                             

(c)     No payments will be made to any holder of an Option (an 
"Optionholder") pursuant to this Section 1.7.3 unless such Optionholder         
commences employment with an Amazon.com Entity (as defined in Section 1.7.3(d)) 
within the time periods specified in Section 6.13 and either (x) continues to be
employed by an Amazon.com Entity as of the first anniversary of the Closing Date
or (y) is no longer employed by an Amazon.com Entity as of the first anniversary
of the Closing Date as a result of the termination of such Optionholder's       
employment with an Amazon.com Entity by an Amazon.com Entity without Cause (as  
defined below) or by reason of his or her death or Disability (as defined       
below). Subject the other terms of this Section 1.7.3(c), the amount of any     
payment under this Section 1.7.3 to an individual who holds an Option as of the 
Effective Time shall be determined as follows:                                  

             (i)     in the event that the First Anniversary Percentage is
      greater than or equal to 66.7%, Amazon.com shall, subject to the other
     terms of this Section, pay to the Optionholder an amount equal to the
product of the Option Percentage (as defined below) for such    
Optionholder multiplied by $50,000,000.                         

             (ii)    in the event that the First Anniversary Percentage is
     less than 66.7%, Amazon.com shall, subject to the other terms of this
      Section, pay to the Optionholder an amount equal to the product of the
        Option Percentage for such Optionholder multiplied by $50,000,000 and by
the First Anniversary Percentage.                               

Notwithstanding the foregoing, to the extent any Optionholders are not entitled 
to receive any payments (such forfeited payments being, collectively, the       
"Forfeited Payments") pursuant to this Section 1.7.3(c), the amount of the      
payments made to the Optionholders entitled to receive payments pursuant to this
Section 1.7.3(c) shall be increased, on a pro rata basis (based on the number of
shares of Company Common Stock issuable upon exercise of Options held by each   
such participating Optionholder immediately prior to the Effective Time,        
regardless of restrictions on exercise), by the amount of the Forfeited         
Payments.                                                                       

     (d)     The term "First Anniversary Percentage" shall mean the sum of
the percentage values assigned to each of the individuals designated as "Central
Employees" on Exhibit 1.7.3 attached hereto (the "Central Employees") opposite  
the name of each such Central Employee on such Exhibit 1.7.3, who commences     

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employment with Amazon.com or a wholly owned subsidiary of Amazon.com or a      
successor of Amazon.com (each an "Amazon.com Entity") within the time periods   
specified in Section 6.13 and either (x) continues to be employed by an         
Amazon.com Entity as of the first anniversary of the Closing Date or (y) is no  
longer employed by an Amazon.com Entity as of the first anniversary of the      
Closing Date as a result of the termination of such Central Employee's          
employment with an Amazon.com Entity by an Amazon.com Entity without Cause or by
reason of death or Disability.                                                  

   As used herein, the term "Cause" shall mean (i) any act of fraud or
embezzlement by an employee; (ii) any material breach by an employee of the     
Confidentiality, Noncompetition and Invention Assignment Agreement entered into 
with Amazon.com; (iii) the conviction of a felony involving an act of           
dishonesty, moral turpitude, deceit or fraud; (iv) any act of dishonesty or     
misconduct by an employee in connection with his or her responsibilities as an  
employee or otherwise which materially impairs Amazon.com's business, good will 
or reputation or which compromises the employee's ability to represent          
Amazon.com with the public; or (v) an employee's willful and material failure to
perform his or her lawful duties as an employee of Amazon.com as determined by  
one or more senior executives of Amazon.com in good faith and the failure to    
"cure" such misconduct within a period of 30 days following the employee's      
receipt of written notice of such misconduct.                                   

  The term "Disability" shall mean a certification by an independent
medical doctor (selected by the Amazon.com's health or disability insurer) that 
the employee has for either three months consecutive or four months             
non-consecutive, in any twelve-month period, been physically or mentally        
disabled or incapacitated in a manner which seriously interferes with his       
ability to perform his or her essential job responsibilities and such health    
condition has not been cured or treated in such a manner that the prognosis is  
for no further disability.                                                      

  The term "Outstanding Stock Percentage" shall mean a fraction, the
numerator of which shall equal the number of shares of Company Common Stock     
outstanding immediately prior to the Effective Time (including all Common       
Conversion Shares), and the denominator of which shall equal the Fully Diluted  
Common Stock Number.                                                            

        The term "Option Percentage" shall mean, with respect to each individual
that holds Options immediately prior to the Effective Time, a fraction, the     
numerator of which equals the number of shares of Common Stock issuable upon the
exercise of the Options held by such individual immediately prior to the        
Effective Time, regardless of restrictions on exercise, and the denominator of  
which shall equal the Fully Diluted Common Stock Number.                        

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1.7.4     EXCHANGE OF CERTIFICATES                              

  (a) Provided that the Stockholder has delivered to ChaseMellon, as
exchange agent (the "Exchange Agent"), a letter of transmittal in the form set  
forth as Exhibit 1.7.4 hereto (the "Letter of Transmittal") together with       
documents delivered as required therein, including certificates representing    
shares of Company Common Stock or Company Preferred Stock (collectively,        
"Company Capital Stock") for cancellation, the Exchange Agent shall, on the     
Closing Date, make available at its offices in Seattle, Washington, and each    
Stockholder of the Company will be entitled to receive, certificates            
representing the number of shares of Amazon.com Common Stock that such          
Stockholder is entitled to receive pursuant to Section 1.7.2 hereof; provided,  
however, that the certificates representing the Escrow Shares shall (i) be      
retained by the Escrow Agent in accordance with the provisions of the Escrow    
Agreement, (ii) not be issued in certificated form and (iii) held by the Escrow 
Agent in book entry form. In the event that any certificates representing shares
of Company Capital Stock shall have been lost, stolen or destroyed, upon the    
making of an affidavit of that fact by the Stockholder claiming such certificate
to be lost, stolen or destroyed, Amazon.com shall issue in exchange for such    
lost, stolen or destroyed certificate the shares of Amazon.com Common Stock that
such Stockholder is entitled to receive pursuant to Section 1.7.2 hereof;       
provided, however, that Amazon.com may in its discretion and as a condition     
precedent to the issuance thereof, require such Stockholder to provide          
Amazon.com with an indemnity agreement against any claim that may be made       
against Amazon.com with respect to the certificate alleged to have been lost,   
stolen or destroyed. The shares of Amazon.com Common Stock that each Stockholder
of the Company shall be entitled to receive in connection with the Merger       
pursuant to Section 1.7.2 and the Escrow Shares shall be deemed to have been    
issued at the Effective Time. If the Merger Consideration (or any portion       
thereof) is to be delivered to any person other than the person in whose name   
the certificate or certificates representing shares of Company Capital Stock    
surrendered in exchange therefor is registered, it shall be a condition to such 
exchange that the person requesting such exchange shall pay to Amazon.com any   
transfer or other taxes required by reason of the payment of the Merger         
Consideration to a person other than the registered holder of the certificate or
certificates so surrendered, or shall establish to the satisfaction of          
Amazon.com that such tax has been paid or is not applicable. Notwithstanding    
anything to the contrary, neither Amazon.com nor any other party hereto shall be
liable to a holder of shares of Company Capital Stock for any Merger            
Consideration delivered to a public official pursuant to applicable law,        
including, without limitation, abandoned property, escheat and similar laws.    

   (b) Amazon.com or the Exchange Agent will be entitled to deduct and

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withhold from the Merger Consideration and the payments to be made pursuant to  
Section 1.7.3(c) such amounts as Amazon.com or the Exchange Agent are required  
to deduct and withhold with respect to the making of such payments under the    
Code, or any provision of state, local or foreign tax law. To the extent that   
amounts are so withheld, such amounts will be treated for all purposes of this  
Agreement as having been paid to the former holder of the Company Capital Stock 
or, in the case of payments pursuant to Section 1.7.3(c), to the recipient      
thereof, in respect of whom such deduction and withholding were made by         
Amazon.com or the Exchange Agent.                                               

1.7.5     NO FRACTIONAL SHARES                                  

     No certificates or scrip representing fractional shares of Amazon.com
Common Stock shall be issued by virtue of the Merger, and no dividend, stock    
split or other distribution with respect to Amazon.com Common Stock shall relate
to any such fractional interest, and any such fractional interests shall not    
entitle the owner thereof to vote or to any rights of a security holder. In lieu
thereof, Amazon.com shall pay to the holder of shares of Company Capital Stock  
who would otherwise be entitled to a fraction of a share of Amazon.com Common   
Stock, as soon as practicable after the Effective Date (and in the same timely  
manner required for delivery of certificates of Amazon.com Common Stock provided
in Section 1.7.4) or the Post-Closing Issuance Date, as the case may be, an     
amount in cash equal to such fraction multiplied by (i) the Closing Price, with 
respect to any fractional shares constituting Closing Date Shares, or (ii) the  
Post-Closing Price, with respect to any fractional shares constituting          
Post-Closing Date Shares.                                                       

1.7.6     NO FURTHER TRANSFERS                                  

      After the Effective Time, there shall be no transfers of any shares of
Company Capital Stock on the stock transfer books of the Surviving Corporation. 
If, after the Effective Time, certificates formerly representing shares of      
Company Capital Stock are presented to the Surviving Corporation, they shall be 
forwarded to Amazon.com and be canceled and exchanged in accordance with this   
Section 1.7, subject to applicable law in the case of Dissenting Shares.        

1.8     STOCKHOLDER REPRESENTATIVE                                              

        Each Stockholder hereby irrevocably authorizes and appoints Stig Leschly
(the "Stockholder Representative"), as such Stockholder's representative and    
true and lawful attorney-in-fact and agent to act in such Stockholder's name,   
place and stead as contemplated by Sections 6.10 and Articles V and VIII, and to
execute in the name and on behalf of such Stockholder the Escrow Agreement and  
any other agreement,                                                            

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certificate, instrument or document to be delivered by the Stockholders in      
connection with the Escrow Agreement. If the Stockholder Representative or any  
successor shall resign, die, or become unable to act as the Stockholder         
Representative, a replacement shall promptly be appointed by a writing signed by
Stockholders who initially received a majority of the Closing Date Shares;      
provided, however, that such newly appointed Stockholder Representative shall   
have been a member of the Board of Directors of the Company immediately prior to
the Closing Date. Any such successor Stockholder Representative shall have the  
same powers and duties as if appointed as the original Stockholder              
Representative hereunder. The Stockholder Representative or the Stockholders    
shall promptly notify Amazon.com of the appointment of a successor Stockholder  
Representative. The Stockholders (other than the Stockholder Representative)    
shall, jointly and severally, indemnify the Stockholder Representative for, and 
hold him harmless against, any loss, liability, claim or expense, including     
reasonable attorney's fees, arising out of or in connection with his duties as  
Stockholder Representative under this Agreement and the Escrow Agreement,       
including the costs and expenses of defending himself against any such loss,    
liability, claim or expense in connection herewith, unless such loss, liability,
claim or expense shall have been determined by a court of competent jurisdiction
to be a result of the Stockholder Representative's gross negligence or          
intentional misconduct.                                                         

1.9     AMENDMENT TO PROVIDE FOR ALTERNATIVE MERGER STRUCTURES                  

       If at any time prior to the Closing Date, Amazon.com elects to have the
Company be the Surviving Corporation by means of the merger of the Purchaser or 
any other wholly owned subsidiary of Amazon.com with and into the Company, or to
have the Company merged with and into Amazon.com or any wholly owned subsidiary 
of Amazon.com other than the Purchaser, the parties shall promptly enter into an
amendment to this Agreement to so provide, so long as such action does not (i)  
result in a breach of a representation or warranty set forth in Article II      
hereof or the inability to satisfy any of the conditions set forth in Articles  
IV and V hereof, or (ii) disqualify the treatment of the Merger for tax purposes
as a reorganization within the meaning of Section 368(a) of the Code. Section   
1.10(b) shall be amended as necessary to reflect any such change under this     
Section 1.9. To the extent Amazon.com or a wholly owned subsidiary thereof other
than Amazon.com Auctions, Inc. is a constituent corporation of the Merger,      
Amazon.com or such other subsidiary shall be deemed to be the "Purchaser" as    
defined herein.                                                                 

1.10    TAX FREE REORGANIZATION                                                 

     (a) Except as otherwise required by the Internal Revenue Service (the
"IRS") pursuant to a determination (as defined in Section 1313 of the Code) or  
otherwise, the                                                                  

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parties shall not take a position on any tax returns inconsistent with the      
treatment of the Merger for tax purposes as a reorganization within the meaning 
of Section 368(a) of the Code by reason of Section 368(a)(2)(D) of the Code, in 
the case of the merger of the Company with and into the Purchaser or any other  
wholly owned subsidiary of Amazon.com with the Purchaser or such other          
subsidiary being the surviving corporation, by reason of Section 368(a)(2)(E) of
the Code, in the case of any merger of the Purchaser or any other wholly owned  
subsidiary of Amazon.com with and into the Company with the Company being the   
surviving corporation, or by reason of Section 368(a) itself, in the case of the
merger of the Company with and into Amazon.com.                                 

      (b) Amazon.com represents, solely for tax purposes, now, and as of the
Closing Date, (i) that it presently intends to continue the Company's historic  
business or use a significant portion of the Company's business assets in       
business in a manner that satisfies the continuity of business enterprise       
requirement set forth in Treasury Regulation Section 1.368-1(d), and (ii) that  
it has no present plan or intention following the Merger to issue additional    
shares of the Surviving Corporation that would result in Parent losing control  
of the Surviving Corporation. Neither such representation nor anything else     
contained herein shall constitute a representation, warranty or agreement with  
respect to any Tax consequences to the Company or its stockholders arising under
this Agreement or as a result of the transactions contemplated hereby.          

    (c) The Company represents, solely for tax purposes, that it has not
disposed of or committed itself to dispose of, any assets on or before the      
Effective Date that would prevent the Merger from meeting the requirement that  
"substantially all of the assets" of the Company must be acquired in the Merger.
Neither such representation nor anything else contained herein shall constitute 
a representation or warranty with respect to any Tax consequences to Amazon.com 
or the Purchaser arising under this Agreement or as a result of the transactions
contemplated hereby.                                                            

(d) Amazon.com agrees to cooperate with the Company in providing
information and certifications reasonably requested by the Company to obtain the
legal opinion referred to in Section 5.9 of this Agreement.                     

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

       Except as is otherwise set forth with appropriate Section references in
the Company Disclosure Memorandum attached as Exhibit 2 (the "Company Disclosure
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and perform this Agreement and the other agreements and certificates that are   
required to be executed pursuant to this Agreement (collectively, the "Operative
Documents"), the Company represents and warrants to Amazon.com and the Purchaser
as of the date of this Agreement and as of the Closing as follows in this       
Article II. For purposes of this Article II, references to "knowledge" of the   
Company shall mean the actual knowledge of Stig Leschly, Paul Knutson, Sridhar  
Rao, Timothy Capron, Jordan Olin, or John Chase.                                

2.1     ORGANIZATION                                                            

    The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Company has all      
requisite corporate power and authority to own, operate and lease its properties
and assets, to carry on its business as now conducted and as currently proposed 
to be conducted, and to enter into and perform its obligations under this       
Agreement and the other Operative Documents to which the Company is a party, and
to consummate the transactions contemplated hereby and thereby. The Company is  
duly qualified and licensed as a foreign corporation to do business and is in   
good standing in each jurisdiction in which the character of the Company's      
properties occupied, owned or held under lease or the nature of the business    
conducted by the Company makes such qualification or licensing necessary, except
where the failure to be so qualified or in good standing would not have a       
Company Material Adverse Effect. For purposes of this Agreement, the term       
"Company Material Adverse Effect" shall mean a material adverse effect on the   
business, operations, assets, liabilities, condition (financial or otherwise) or
prospects of the Company.                                                       

2.2     ENFORCEABILITY                                                          

       The Company has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement and each of the other  
Operative Documents to which it is a party and each of the certificates,        
instruments and documents executed or delivered by it pursuant to the terms of  
this Agreement. Except for the consent of the Company's Stockholders, all       
corporate action on the part of the Company necessary for the authorization,    
execution, delivery and performance of this Agreement and the other Operative   
Documents to which the Company is a party, the consummation of the Merger, and  
the performance of all the Company's obligations under this Agreement and the   
other Operative Documents to which the Company is a party has been taken. This  
Agreement has been, and each of the other Operative Documents to which the      

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Company is a party at the Closing will have been, duly executed and delivered by
the Company, and this Agreement is, and, when executed and delivered by the     
Company, each of the other Operative Documents to which the Company is a party  
will be at the Closing, a legal, valid and binding obligation of the Company,   
enforceable against the Company in accordance with its terms, except as to the  
effect, if any, of (a) applicable bankruptcy and other similar laws affecting   
the rights of creditors generally, (b) rules of law governing specific          
performance, injunctive relief and other equitable remedies, and (c) the        
enforceability of provisions requiring indemnification in connection with the   
offering, issuance or sale of securities.                                       

2.3     CAPITALIZATION                                                          

     (a) The authorized capital stock of the Company consists of 7,604,083
shares of Company Common Stock and 4,204,083 shares of the Company's Preferred  
Stock, par value $.01 per share (the "Company Preferred Stock"), of which       
2,000,000 shares are designated as Series A Preferred Stock, one share is       
designated as Series B Preferred Stock and 2,204,082 shares are designated as   
Series C Preferred Stock.                                                       

        (b) As of the date of this Agreement, the issued and outstanding capital
stock of the Company consists solely of 2,250,000 shares of Company Common      
Stock, 2,000,000 shares of Series A Preferred Stock, one share of Series B      
Preferred Stock, and 2,204,082 shares of Series C Preferred Stock. All of such  
shares are, and immediately prior to the Effective Time will be, held of record 
and, to the knowledge of the Company, beneficially by the Stockholders of the   
Company as set forth on Schedule 2.3(b) to the Company Disclosure Memorandum.   
Schedule 2.3(b) also separately indicates the number of shares of Company Common
Stock into which the outstanding Company Preferred Stock is convertible. The    
outstanding shares of Company Capital Stock as of the date hereof are, and      
immediately prior to the Effective Time all then outstanding shares of Company  
Capital Stock will be, duly authorized and validly issued, fully paid and       
nonassessable, and issued in compliance with all applicable federal and state   
securities laws. To the knowledge of the Company, no Person (as defined in      
Section 2.5 hereof) other than the Stockholders holds any interest in any of the
outstanding shares. True and correct copies of the stock records of the Company,
showing all issuances and transfers of shares of capital stock of the Company   
since inception, have been provided to Amazon.com or its counsel.               

       (c) As of the date of this Agreement, other than Options to purchase up
to 645,117 shares of Company Common Stock which have been granted under the     
Company Plan or other Stock Purchase Rights (as defined below) set forth on     
Schedule 2.3(c) to the Disclosure Schedule, there are no outstanding rights of  
first refusal or offer, co-sale rights, preemptive rights, Stock Purchase Rights
or other agreements, either directly or indirectly, for the purchase or         
acquisition from                                                                

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the Company or, to the knowledge of the Company, any Stockholder of any shares  
of Company Capital Stock or any securities convertible into or exchangeable for 
shares of Company Capital Stock, and the Company is not committed to issue or   
grant any such rights, Stock Purchase Rights or other agreements. Set forth on  
Schedule 2.3(c) to the Company Disclosure Memorandum is a spreadsheet accurately
reflecting the number of such Options and other Stock Purchase Rights           
outstanding, the grant or issue dates, vesting schedules and exercise or        
conversion prices thereof, and, in each case, the identities of the holders and 
an indication of their relationships to the Company (if any exist other than as 
a security holder). The Company has delivered to Amazon.com true and correct    
copies of the Company Plan, the form of stock option agreements relating to     
Options granted thereunder, all other agreements with respect to Stock Purchase 
Rights, and all material deviations therefrom. Schedule 2.3(c) to the Disclosure
Memorandum also identifies all Options and Stock Purchase Rights that have been 
offered in connection with any employee or consulting agreement, arrangement or 
understanding but that, as of the date hereof, have not been issued or granted. 
The term "Stock Purchase Rights" shall mean all rights, warrants or options,    
vested or unvested, to acquire Company Capital Stock, regardless of restrictions
or exercise, and securities (including, without limitation, the Company         
Preferred Stock) and notes convertible or exchangeable at any time, into Company
Capital Stock, regardless of restrictions on conversion.                        

(d) The Company is not a party or subject to any agreement or   
understanding, and, to the knowledge of the Company, there is no agreement or   
understanding between any Persons that affects or relates to the voting or      
giving of written consents with respect to any securities of the Company or the 
voting by any director of the Company. No Stockholder or any affiliate thereof  
is indebted to the Company, and the Company is not indebted to any Stockholder  
or any affiliate thereof. The Company is not under any contractual or other     
obligation to register any of its presently outstanding securities or any of its
securities that may hereafter be issued.                                        

    (e) Schedule 2.3(e) to the Company Disclosure Schedule describes all
rights granted in favor of the Company to repurchase or to receive upon         
forfeiture any securities of the Company.                                       

    (f) Except as described on Schedule 2.3(f) to the Company Disclosure
Schedule, all Options and Stock Purchase Rights have been granted or issued at  
fair market value, as determined by the Company's Board of Directors at the date
of grant or issuance.                                                           

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2.4     SUBSIDIARIES AND AFFILIATES                                             

Except as set forth in Schedule 2.4 to the Company Disclosure   
Memorandum, (a) the Company does not own or control, and has not in the past    
owned or controlled, directly or indirectly, any corporation, partnership,      
limited liability company or other business entity and (b) the Company does not 
own, directly or indirectly, any ownership, equity, or voting interest in, or   
otherwise control, any corporation, partnership, joint venture or other entity, 
and has no agreement or commitment to purchase any such interest.               

2.5     NO APPROVALS; NO CONFLICTS                                              

        The execution, delivery and performance by the Company of this Agreement
and the other Operative Documents to which the Company is a party and the       
consummation of the transactions contemplated hereby and thereby will not (a)   
constitute a violation (with or without the giving of notice or lapse of time,  
or both) of any provision of law or any judgment, decree, order, regulation or  
rule of any court or other governmental authority applicable to the Company,    
except for such violations which would not, both individually and in the        
aggregate, have a Company Adverse Material Effect, (b) require any consent,     
approval or authorization of, or declaration, filing or registration with, any  
person, corporation, partnership, joint venture, association, organization,     
other entity or governmental or regulatory authority (a "Person"), except (i)   
compliance with applicable securities laws, (ii) the filing of all documents    
necessary to consummate the Merger with the Delaware Secretary of State, (iii)  
the approval by the Stockholders of the transactions contemplated hereby, as    
provided under Delaware Law and the Certificate of Incorporation and Bylaws of  
the Company, (iv) the notification requirements of the HSR Act, and (v) such    
consents, approvals, authorizations, declarations, filings and registrations the
failure of which to obtain or effect would not, both individually and in the    
aggregate, have a Company Material Adverse Effect, (c) result in a default (with
or without the giving of notice or lapse of time, or both) under, or            
acceleration or termination of, or the creation in any party of the right to    
accelerate, terminate, modify or cancel, any agreement, lease, note or other    
restriction, encumbrance, obligation or liability to which the Company is a     
party or by which it is bound or to which any assets of the Company are subject,
except for such defaults, accelerations, terminations, or creations of such     
rights which would not, both individually and in the aggregate, have a Company  
Material Adverse Effect, (d) result in the creation of any Encumbrance (as      
defined in Section 2.9(d)) upon any material assets of the Company or, to the   
knowledge of the Company, upon any outstanding shares or other securities of the
Company, (e) conflict with or result in a breach of or constitute a default     
under any provision of the Certificate of Incorporation                         

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or Bylaws of the Company, or (f) invalidate or adversely affect any permit,     
license or authorization currently material to the conduct of the business of   
the Company.                                                                    

2.6     FINANCIAL STATEMENTS                                                    

     The Company has delivered to Amazon.com (a) unaudited balance sheets,
statements of income and expense, statements of cash flow and statements of     
stockholders' equity of the Company as of or for the fiscal years ended December
31, 1997 and 1998, (b) an unaudited statement of income and expense, statement  
of cash flow and statement of stockholders' equity of the Company for the       
two-month period ended February 28, 1999 and (c) an unaudited consolidated      
balance sheet as of March 31, 1999. All the foregoing financial statements are  
herein referred to as the "Unaudited Financial Statements"; the Unaudited       
Financial Statements and the Audited Financial Statements (as defined in Section
6.17) are referred to herein, collectively, as the "Financial Statements"). The 
unaudited balance sheet of the Company as of December 31, 1998 is herein        
referred to as the "Company Balance Sheet." The Unaudited Financial Statements  
have been, and the Audited Financial Statements will be, prepared in accordance 
with generally accepted accounting principles in the United States ("GAAP")     
(except, with respect to the Unaudited Financial Statements, for normal year-end
adjustments and the absence of footnotes and other disclosures required solely  
for audited financial statements) on a basis consistent with prior accounting   
periods and fairly present or, in the case of the Audited Financial Statements, 
will present, in all material respects the financial position, results of       
operations and changes in financial position of the Company as of the dates and 
for the periods indicated therein. The Company has no liabilities or obligations
of any nature (absolute, contingent or otherwise) that are not fully reflected  
or reserved against in the Company Balance Sheet and that would be required     
under GAAP to be reflected or reserved, except (x) liabilities or obligations   
incurred since the date of the Company Balance Sheet in the ordinary course of  
business and consistent with past practice that are not in excess of $50,000 in 
the aggregate or $20,000 individually and (y) as otherwise set forth on Schedule
2.6 to the Company Disclosure Memorandum. The Company maintains standard systems
of accounting that are adequate for its business. The Company is not a          
guarantor, indemnitor, surety or other obligor of any indebtedness of any other 
Person. The Company's practices with respect to capitalizing software           
development costs, as reflected in the Financial Statements, are reasonable, in 
accordance with industry standards and consistent with the advice of the        
Company's independent accountants.                                              

2.7     ABSENCE OF CERTAIN CHANGES OR EVENTS                                    

      Except for transactions specifically contemplated in this Agreement or
as set                                                                          

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forth on Schedule 2.7 to the Company Disclosure Memorandum, since the date of   
the Company Balance Sheet, neither the Company nor any of its officers or       
directors in their representative capacities on behalf of the Company have:     

              (a) taken any action or entered into or agreed to enter into any
transaction, agreement or commitment other than in the ordinary course of       
business;                                                                       

               (b) forgiven or canceled any indebtedness or waived any claims or
rights of material value (including, without limitation, any indebtedness owing 
by any stockholder, officer, director, employee or affiliate of the Company);   

            (c) granted, other than in the ordinary course of business and
consistent with past practice, any increase in the compensation of directors,   
officers, employees or consultants (including any such increase pursuant to any 
employment agreement or bonus, pension, profit-sharing, lease payment or other  
plan or commitment) or any increase in the compensation payable or to become    
payable to any director, officer, employee or consultant;                       

               (d) suffered any change having a Company Material Adverse Effect;

            (e) borrowed or agreed to borrow any funds, incurred or become
subject to, whether directly or by way of assumption or guarantee or otherwise, 
any obligations or liabilities (absolute, accrued, contingent or otherwise)     
individually in excess of $20,000 or in excess of $50,000 in the aggregate,     
except liabilities and obligations (i) that are incurred in the ordinary course 
of business and consistent with past practice or (ii) that would not be required
to be reflected or reserved against in a balance sheet prepared in accordance   
with GAAP, or increased, or experienced any change in any assumptions underlying
or methods of calculating, any bad debt, contingency or other reserves;         

    (f) paid, discharged or satisfied any material claims,
liabilities or obligations (absolute, accrued, contingent or otherwise) other   
than the payment, discharge or satisfaction in the ordinary course of business  
and consistent with past practice of claims, liabilities and obligations        
reflected or reserved against in the Company Balance Sheet or incurred in the   
ordinary course of business and consistent with past practice since the date of 
the Company Balance Sheet;                                                      

              (g) knowingly permitted or allowed any of its property or assets
(real, personal or mixed, tangible or intangible) to be subjected to any        
material mortgage, pledge, lien, security interest, encumbrance, restriction or 
charge which remains in existence on the date hereof, except in the ordinary    
course of business and consistent                                               

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with past practice;                                                             

             (h) purchased or sold, transferred or otherwise disposed of any
of its material properties or assets (real, personal or mixed, tangible or      
intangible) other than as contemplated by this Agreement;                       

            (i) disposed of or permitted to lapse any rights to the use of
any trademark, trade name, patent or copyright, or disposed of or disclosed to  
any Person without obtaining an appropriate confidentiality agreement from any  
such Person any trade secret, formula, process or know-how not theretofore a    
matter of public knowledge, except for such dispositions, lapses and disclosures
which would not, both individually and in the aggregate, have a Company Material
Adverse Effect;                                                                 

             (j) made any single capital expenditure or commitment in excess
of $20,000 for additions to property, plant, equipment or intangible capital    
assets or made aggregate capital expenditures in excess of $50,000 for additions
to property, plant, equipment or intangible capital assets;                     

       (k) made any change in accounting methods or practices or
internal control procedure;                                                     

            (l) issued any capital stock or other securities, or declared,
paid or set aside for payment any dividend or other distribution in respect of  
its capital stock, or redeemed, purchased or otherwise acquired, directly or    
indirectly, any shares of capital stock or other securities of the Company, or  
otherwise permitted the withdrawal by any of the holders of Company Capital     
Stock of any cash or other assets (real, personal or mixed, tangible or         
intangible), in compensation, indebtedness or otherwise, other than payments of 
compensation in the ordinary course of business and consistent with past        
practice;                                                                       

              (m) paid, loaned or advanced any amount to, or sold, transferred
or leased any properties or assets (real, personal or mixed, tangible or        
intangible) to any of the Company's stockholders, officers, directors or        
employees or any affiliate of any of the Company's stockholders, officers,      
directors or employees, except normal compensation and expense allowances (for  
travel and other business-related expenses) paid to officers, directors, or     
employees of the Company; or                                                    

             (n) agreed, whether in writing or otherwise, to take any action
described in this Section 2.7.                                                  

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2.8     TAXES                                                                   

        (a) (i) All Tax Returns (as defined below) required to be filed by or on
behalf of the Company have been filed on a timely basis with the appropriate    
governmental authority in all jurisdictions in which such Tax Returns are       
required to be filed, and all such Tax Returns were (at the time they were      
filed) true, correct and complete in all material respects; (ii) all Taxes (as  
defined below) of the Company (whether or not reflected on any Tax Return) have 
been fully and timely paid on or before the due date for payment thereof; (iii) 
no waivers of statutes of limitation have been given or requested with respect  
to the Company in connection with any Tax Returns covering the Company with     
respect to any Taxes payable by it; (iv) no taxing authority in a jurisdiction  
where the Company does not file Tax Returns has made a written claim, assertion,
or threat to the Company that the Company is or may be subject to taxation by   
such jurisdiction; (v) the Company has duly and timely withheld from employee   
salaries, wages and other compensation and paid over to the appropriate         
governmental authority all amounts required to be so withheld and paid over for 
all periods under all applicable laws; (vi) there are no liens with respect to  
Taxes on any of the Company's property or assets other than liens for current   
Taxes not yet payable; (vii) there are no Tax rulings, requests for rulings, or 
closing agreements relating to the Company which could affect the liability for 
Taxes or the amount of taxable income of the Company for any period (or portion 
of a period) after the date hereof; and (viii) any adjustment of Taxes of the   
Company made by the IRS in any examination which is required to be reported to  
the appropriate state, local or foreign taxing authorities has been reported,   
and any additional Taxes due with respect thereto have been paid.               

     (b) Neither the Company nor any other Person on behalf of the Company
(i) has filed a consent pursuant to Section 341(f) of the Code or agreed to have
Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset
(as such term is defined in Section 341(f)(4) of the Code) owned by the Company;
(ii) has executed or entered into a closing agreement pursuant to Section 7121  
of the Code or any predecessor provision thereof or any similar provision of    
state, local or foreign law; or (iii) has agreed to or is required to make any  
adjustments pursuant to Section 481 (a) of the Code or any similar provision of 
state, local or foreign law by reason of a change in accounting method initiated
by the Company or has notice that a governmental authority has proposed in      
writing any such adjustment or change in accounting method.                     

    (c) There is no dispute or claim concerning any Tax liability of the
Company claimed or raised by any authority in writing. Schedule 2.8 to the      
Company Disclosure                                                              

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Memorandum lists all Tax Returns filed with respect to the Company for taxable  
periods ended on or after the Company's inception or the inception of any       
predecessor that have been audited, and indicates those Tax Returns that        
currently are the subject of audit. The Company has delivered to Amazon.com     
correct and complete copies of all Tax Returns, examination reports and         
statements of deficiencies assessed against or agreed to by the Company since   
the Company's inception.                                                        

(d) The Company will not pay or incur any obligation to make any
payments in connection with or as a result of the transactions contemplated     
hereby and is not a party to any agreement that under certain circumstances     
could obligate it to make any payments in connection with or as a result of the 
transactions contemplated hereby that will not be deductible under Section 280G 
of the Code (or any similar provision of state, local or foreign law).          

  (e) The Company has not been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the      
applicable period specified in Section 897(c)(1)(A)(ii) of the Code.            

(f) The Company is not a party to any Tax allocation or sharing 
agreement. The Company (i) has not been a member of a Tax Group (as defined     
below) filing a consolidated income Tax Return under Section 1501 of the Code   
(or any similar provision of state, local or foreign law) and (ii) does not have
any liability for Taxes of any Person under Treasury Regulations Section        
1.1502-6 (or any similar provision of state, local or foreign law) as a         
transferee or successor by contract or otherwise.                               

   (g) The unpaid Taxes of the Company (i) did not, as of December 31,
1998, exceed the reserve for Tax liability set forth on the face (rather than   
any reserve for deferred Taxes established to reflect timing differences between
book and Tax income) of the Company Balance Sheet and (ii) do not exceed that   
reserve as adjusted for the passage of time and operations in the ordinary      
course of business through the Closing Date.                                    

      (h) The Company Disclosure Memorandum sets forth the amount of any net
operating loss, net capital loss, net-unrealized built-in loss (as defined under
Section 382 of the Code), unused investment or other credit, unused foreign tax 
or excess charitable contribution allocable to the Company. There is no         
limitation on utilization of any such net operating loss or tax item by the     
Purchaser or Amazon.com under Section 382 of the Code (or any comparable        
provision of state, local or foreign law).                                      

       (i) All Options that the Company has treated as incentive stock options

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under Section 421 of the Code meet the requirements of Section 422 of the Code. 

       As used in this Agreement, the following terms shall have the following
meanings:                                                                       

 "Taxes" means all foreign, federal, state, county or local taxes,
charges, fees, levies, imposts, duties, and other assessments, including, but   
not limited to, any income, alternative minimum or add-on tax, estimated, gross 
income, gross receipts, sales, use, transfer, transactions, intangibles, ad     
valorem, value-added, franchise, registration, title, license, capital, paid-up 
capital, profits, withholding, payroll, employment, excise, severance, stamp,   
occupation, premium, real property, recording, personal property, federal       
highway use, commercial rent, environmental (including, but not limited to,     
taxes under Section 59A of the Code) or windfall profit tax, custom, duty or    
other tax, governmental fee or other like assessment or charge of any kind      
whatsoever, together with any interest, penalties or additions to tax; and "Tax"
means any of the foregoing Taxes.                                               

    "Tax Group" means any federal, state, local or foreign consolidated,
affiliated, combined, unitary or other similar group of which the Company is now
or was formerly a member.                                                       

     "Tax Returns" means any return, declaration, report, claim or refund,
information return, statement, or other similar document relating to Taxes,     
including any schedule or attachment thereto, and including any amendment       
thereof.                                                                        

2.9     PROPERTY                                                                

        (a) The Company owns no real property other than the leasehold interests
described on Schedule 2.9(a) to the Company Disclosure Memorandum, which        
contains a complete and accurate list of all real property owned, leased or     
currently being used by the Company (the "Real Property"). The Company has      
delivered to Amazon.com or its counsel true and complete copies of all written  
leases, subleases, rental agreements, contracts of sale, tenancies or licenses  
relating to the Real Property and written summaries of the terms of any oral    
leases, subleases, rental agreements, contracts of sale, tenancies or licenses  
to which the Real Property is subject.                                          

   (b) Schedule 2.9(b) to the Company Disclosure Memorandum contains a
complete and accurate list of each item of personal property having a net book  
value in excess of $20,000 which is owned, leased, rented or used by the        
Company, as of the date hereof (the "Personal Property"); provided that such    
list need not describe the Technology or the IP Rights (as defined in Sections  
2.14.2 and 2.14.5, respectively)                                                

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listed on Schedule 2.14 to the Company Disclosure Memorandum. The Company has   
delivered to Amazon.com true and complete copies of all leases, subleases,      
rental agreements, contracts of sale, tenancies or licenses to which the        
Personal Property is subject.                                                   

(c) The Real Property and the Personal Property include all the 
properties and assets (whether real, personal or mixed, tangible or intangible) 
(other than, in the case of the Personal Property, property rights with an      
individual value of less than $20,000 and the Technology and IP Rights)         
reflected in the Company Balance Sheet (except for such properties or assets    
sold since the date of the Company Balance Sheet in the ordinary course of      
business and consistent with past practice) and all the properties and assets   
purchased or otherwise acquired by the Company since the date of the Company    
Balance Sheet (other than, in the case of the Personal Property, property rights
with an individual value of less than $20,000 and the Technology and the IP     
Rights). The Real Property and the Personal Property include all material       
property used in the business of the Company, other than the Technology and IP  
Rights. The Company's offices and other structures and its Personal Property are
of a quality consistent with industry standards, are in good operating condition
and repair, normal wear and tear excepted, are adequate for the uses to which   
they are being put, and comply in all material respects with applicable safety  
and other laws and regulations.                                                 

        (d) The Company's leasehold interest in each parcel of the Real Property
is free and clear of all liens, mortgages, pledges, deeds of trust, security    
interests, charges, encumbrances and other adverse claims or interests of any   
kind (each, an "Encumbrance"), except for Encumbrances related to Taxes not yet 
due and payable. Each lease of any portion of the Real Property is valid,       
binding and enforceable in accordance with its terms against the Company and, to
the Company's knowledge, against each other party thereto (except as to the     
effect, if any, of (i) applicable bankruptcy and other similar laws affecting   
the rights of creditors generally, (ii) rules of law governing specific         
performance, injunctive relief and other equitable remedies, and (iii) the      
enforceability of provisions requiring indemnification in connection with the   
offering, issuance or sale of securities), the Company has performed in all     
material respects all obligations imposed upon it thereunder, and neither the   
Company nor, to the Company's knowledge, any other party thereto is in material 
default thereunder, nor is there any event which with notice or lapse of time,  
or both, would constitute a material default thereunder by the Company or, to   
the Company's knowledge, by any other party. The Company has not granted any    
lease, sublease, tenancy or license of, or entered into any rental agreement or 
contract of sale with respect to, any portion of the Real Property.             

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     (e) The Personal Property is free and clear of all Encumbrances, and,
other than leased Personal Property which is so noted on the list supplied      
pursuant to Section 2.9(b) hereof, the Company owns such Personal Property. Each
lease, license, rental agreement, contract of sale or other agreement to which  
the Personal Property is subject is valid, binding and enforceable in accordance
with its terms against the Company and, to the Company's knowledge, against each
other party thereto (except as to the effect, if any, of (i) applicable         
bankruptcy and other similar laws affecting the rights of creditors generally,  
(ii) rules of law governing specific performance, injunctive relief and other   
equitable remedies, and (iii) the enforceability of provisions requiring        
indemnification in connection with the offering, issuance or sale of            
securities), the Company has performed in all material respects all obligations 
imposed upon it thereunder, and neither the Company nor, to the Company's       
knowledge, any other party thereto is in material default thereunder, nor is    
there any event which with notice or lapse of time, or both, would constitute a 
material default by the Company or, to the Company's knowledge, any other party 
thereunder. The Company has not granted any lease, sublease, tenancy or license 
of any portion of the Personal Property, except in the ordinary course of       
business.                                                                       

2.10    CONTRACTS                                                               

      Schedule 2.10 to the Company Disclosure Memorandum contains a complete
and accurate list (other than the IP Rights listed on Schedule 2.14 to the      
Company Disclosure Memorandum) of all contracts, agreements and understandings, 
oral or written, to which the Company is currently a party or by which the      
Company is currently bound providing for potential payments by or to the Company
in excess of $20,000, including, without limitation, security agreements,       
license agreements, software development agreements, distribution agreements,   
joint venture agreements, reseller agreements, credit agreements and instruments
relating to the borrowing of money. All contracts set forth on Schedule 2.10 are
valid, binding and enforceable in accordance with their terms against the       
Company and, to the Company's knowledge, each other party thereto (except as to 
the effect, if any, of (a) applicable bankruptcy and other similar laws         
affecting the rights of creditors generally, (b) rules of law governing specific
performance, injunctive relief and other equitable remedies, and (c) the        
enforceability of provisions requiring indemnification in connection with the   
offering, issuance or sale of securities), and are in full force and effect. The
Company has performed in all material respects all obligations imposed on it    
under the contracts set forth on Schedule 2.10 to the Company Disclosure        
Memorandum, and neither the Company nor, to the Company's knowledge, any other  
party thereto is in material default thereunder, nor is there any event which   
with notice or lapse of time, or both, would constitute a material default by   
the Company or, to the Company's knowledge,                                     

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any other party thereunder. True and complete copies of each such written       
contract (or written summaries of the terms of any such oral contract) have been
delivered to Amazon.com by the Company. Except as set forth on Schedule 2.10,   
the Company has no                                                              

              (a) contracts with directors, officers, stockholders, employees,
agents, consultants, advisors, salespeople, sales representatives, distributors 
or dealers that cannot be canceled by the Company within 30 days' notice without
liability, penalty or premium, any agreement or arrangement providing for the   
payment of any bonus or commission based on sales or earnings, or any           
compensation agreement or arrangement affecting or relating to former employees 
of the Company;                                                                 

          (b) employment agreement, whether express or implied, or any
other agreement for services that contains severance or termination pay         
liabilities or obligations;                                                     

          (c) noncompetition agreement or other arrangement that would
prevent the Company from carrying on its business anywhere in the world;        

             (d) notice that any party to a contract listed on Schedule 2.10
intends to cancel, terminate or refuse to renew such contract (if such contract 
is renewable);                                                                  

        (e) material dispute with any of its suppliers, customers,
distributors, licensors or licensees;                                           

           (f) product distribution agreement, development agreement, or
license agreement as licensor or licensee (except for standard nonexclusive     
software licenses granted to end-user customers in the ordinary course of       
business, the form of which has been provided to Amazon.com, or standard        
licenses purchased by the Company for off-the-shelf software);                  

              (g) joint venture contract or arrangement or any other agreement
that involves a sharing of profits with other persons;                          

              (h) instrument evidencing indebtedness for borrowed money by way
of a direct loan, sale of debt securities, purchase money obligation,           
conditional sale or guarantee, or otherwise, except for trade indebtedness      
incurred in the ordinary course of business, and except as disclosed in the     
Financial Statements; and                                                       

       (i) agreements or commitments to provide indemnification.

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2.11    CLAIMS AND LEGAL PROCEEDINGS                                            

        Except as set forth on Schedules 2.11 and 2.14 to the Company Disclosure
Memorandum, there are no claims, actions, suits, arbitrations, investigations or
proceedings pending or involving or, to the Company's knowledge, threatened     
against the Company before or by any court or governmental or nongovernmental   
department, commission, board, bureau, agency or instrumentality, or any other  
Person. There are no outstanding or unsatisfied judgments, orders, decrees or   
stipulations to which the Company is a party. Schedule 2.11 sets forth a        
description of any material disputes that have been settled or resolved by      
litigation or arbitration since the Company's inception.                        

2.12    LABOR AND EMPLOYMENT MATTERS                                            

There are no material labor disputes, employee grievances or    
disciplinary actions pending or, to the Company's knowledge, threatened against 
or involving the Company or, to the Company's knowledge, any of its present or  
former employees. The Company has complied in all material respects with all    
provisions of law relating to employment and employment practices, terms and    
conditions of employment, wages and hours. The Company is not engaged in any    
unfair labor practice and has no liability for any arrears of wages or Taxes or 
penalties for failure to comply with any such provisions of law. There is no    
labor strike, dispute, slowdown or stoppage pending or, to the Company's        
knowledge, threatened against or affecting the Company, and the Company has not 
experienced any work stoppage or other labor difficulty since its incorporation.
No collective bargaining agreement is binding on the Company. The Company has no
knowledge of any organizational efforts presently being made or threatened by or
on behalf of any labor union with respect to employees of the Company. Except as
set forth in Schedule 2.12 to the Company Disclosure Memorandum, each employee  
and officer of and consultant to the Company has executed an Employee Agreement 
Regarding Inventions, Confidentiality and Competitive Activities in the form    
attached as Exhibit 2.12 to the Company Disclosure Memorandum (a "Nondisclosure 
Agreement") and, as of the Closing, each employee and officer of and each       
consultant to the Company who has not executed a Nondisclosure Agreement as of  
the date hereof shall have executed and delivered to the Company such an        
agreement. To the Company's knowledge, each Nondisclosure Agreement is, and as  
of the Closing will be, a valid, binding and enforceable obligation of the      
employee, officer or consultant named therein. To the Company's knowledge, no   
employee (or person performing similar functions) of the Company is in violation
of any such agreement or any employment agreement, noncompetition agreement,    
patent disclosure agreement, invention assignment agreement, proprietary        
information                                                                     

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agreement or other contract or agreement relating to the relationship of such   
employee with the Company or any other party. Schedule 2.12 to the Company      
Disclosure Memorandum sets forth a true and complete list of (a) the names and  
current compensation amounts of all directors and officers of the Company; (b)  
the names of and wage rates for all nonsalaried and nonofficer salaried         
employees of the Company by classification, and all union contracts (if any);   
(c) all group insurance programs in effect for employees of the Company; and (d)
the names and current compensation packages of all independent contractors and  
consultants of the Company. Except as set forth in Schedule 2.12 to the Company 
Disclosure Memorandum, the Company is not in default with respect to any of its 
obligations referred to in clause (b) above and has no, and will not incur any, 
material obligation or liability for severance or back pay owed through or by   
virtue of the Merger. Except as disclosed on Schedule 2.12, all employees of the
Company are employed on an "at will" basis.                                     

2.13    EMPLOYEE BENEFIT PLANS                                                  

2.13.1    EMPLOYEE BENEFIT PLAN LISTING                         

       Schedule 2.13.1 to the Company Disclosure Memorandum sets forth a true,
accurate and complete list and description of all retirement, pension, profit   
sharing, deferred compensation, savings, bonus, incentive, cafeteria, flexible  
benefits, medical, dental, vision, hospitalization, life insurance, group       
insurance, medical expense reimbursement, dependent care assistance, tuition    
reimbursement, disability, accident, sick pay, holiday, vacation, severance,    
stock purchase, stock option, stock appreciation rights, fringe benefit and     
other employee benefit plans, funds, policies, programs, contracts, arrangements
and payroll practices (including, but not limited to, all "employee benefit     
plans," as defined in Section 3(3) of the Employee Retirement Income Security   
Act of 1974, as amended ("ERISA")) and all employment, consulting and personal  
service contracts and agreements, whether formal or informal, whether written or
unwritten, and whether legally binding or not, (a) sponsored, maintained or     
contributed to by the Company, (b) covering or benefiting any current or former 
officer, employee, agent, director or independent contractor of the Company (or 
any dependent or beneficiary of any such individual), or (c) with respect to    
which the Company has (or could have) any obligation or liability (such plans,  
funds, policies, programs, contracts, arrangements and payroll practices are    
hereinafter referred to collectively as "Employee Benefit Plans" and each       
individually as an "Employee Benefit Plan"). The Company does not have any      
agreement, arrangement, commitment or obligation, whether formal or informal,   
whether written or unwritten and whether legally binding or not, to create (or  
contribute to) any additional employee benefit plan, fund, policy, program,     
contract, arrangement or payroll practice or to                                 

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modify or amend any existing Employee Benefit Plan. There has been no amendment,
written interpretation or announcement (whether or not written) by the Company  
relating to, or change in participation or coverage under, any Employee Benefit 
Plan that, either alone or together with other such items or events, could      
materially increase the expense of maintaining the Employee Benefit Plans above 
the level of expense incurred with respect thereto for the most recent fiscal   
year included in the Financial Statements.                                      

2.13.2    DOCUMENTS PROVIDED                                    

  The Company has delivered to Amazon.com true, correct and complete
copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of   
all Employee Benefit Plans (and all amendments thereto), along with, to the     
extent applicable to the particular Employee Benefit Plan, the following        
information: (a) copies of the last three annual reports (Form 5500 series)     
filed with respect to such Employee Benefit Plan; (b) copies of the summary plan
descriptions, summaries of material modifications and all material employee     
manuals or communications filed or distributed with respect to such Employee    
Benefit Plan during the last three years; and (c) copies of all contracts (and  
any amendments thereto) relating to such Employee Benefit Plan, including, but  
not limited to, service provider agreements, administrative service agreements, 
insurance contracts, annuity contracts, investment management agreements and    
record-keeping agreements.                                                      

2.13.3    COMPLIANCE                                            

     With respect to each Employee Benefit Plan, (a) such Employee Benefit
Plan is, and at all times since its inception has been, maintained, administered
and operated in accordance with its terms and in compliance in all material     
respects with all applicable laws, statutes, orders, rules and regulations, and 
all requirements prescribed thereby, including, but not limited to, ERISA and   
the Code; (b) all amendments and actions required to bring such Employee Benefit
Plan into conformity with the applicable provisions of ERISA, the Code and other
applicable laws and regulations have been made or taken within the time         
prescribed by law, except to the extent that such amendments or actions are not 
required by law to be made or taken until after the Closing Date; (c) the       
Company and, to the Company's knowledge, each fiduciary of such Employee Benefit
Plan and all other Persons have, at all times, properly performed all           
obligations, whether arising by operation of law or by contract, required to be 
performed by each of them in connection with such Employee Benefit Plan; (d) all
returns, reports and other disclosures relating to such Employee Benefit Plan   
required to be filed with any governmental entity or agency or furnished to any 
participant or beneficiary have been properly completed or prepared and timely  
filed or                                                                        

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furnished in accordance with applicable law; (e) neither the Company nor any    
other fiduciary of such Employee Benefit Plan has engaged in any transaction or 
acted or failed to act in a manner that violates the fiduciary requirements of  
ERISA or any other applicable law; and (f) no event has occurred or, to the     
Company's knowledge, is threatened or about to occur that constitutes or could  
constitute a nonexempt prohibited transaction under Section 406 or 407 of ERISA 
or under Section 4975 of the Code. Each Employee Benefit Plan that constitutes a
"group health plan," as defined in Section 607(1) or 733(a)(1) of ERISA or      
Section 4980B(g)(2) of the Code, has been maintained, administered and operated 
at all times since its inception in compliance in all material respects with the
requirements of Parts 6 and 7 of Subtitle B of Title I of ERISA, Section        
4980B(f) of the Code, any regulations under such ERISA and Code sections and any
other applicable federal, state, local or foreign law regarding the provision or
continuation of health insurance coverage or other welfare benefits (within the 
meaning of Section 3(1) of ERISA). No event or omission has occurred, or is     
reasonably expected by the Company to occur (including, but not limited to, any 
of the transactions contemplated in or by this Agreement), with respect to any  
Employee Benefit Plan that has or could subject, directly or indirectly, the    
Company or any other Person to a tax under Chapter 43 of Subtitle D of the Code 
or a penalty under Part 5 of Subtitle B of Title I of ERISA.                    

2.13.4    CONTRIBUTIONS AND PREMIUM PAYMENTS                    

    All contributions, premiums and other payments due or required to be
made to each Employee Benefit Plan under the terms of such Employee Benefit     
Plan, ERISA, the Code or other applicable law have been timely paid, or, if not 
yet due, have been properly recorded on the books of the Company.               

2.13.5    RELATED EMPLOYERS                                     

    The Company is not, and has never been, a member of (a) a controlled
group of corporations, within the meaning of Section 414(b) of the Code, (b) a  
group of trades or businesses under common control, within the meaning of       
Section 414(c) of the Code, (c) an affiliated service group, within the meaning 
of Section 414(m) of the Code, or (d) any other group of Persons treated as a   
single employer under Section 414(o) of the Code.                               

2.13.6    MULTIEMPLOYER AND TITLE IV PLANS                      

      The Company does not sponsor, maintain or contribute to, and has never
sponsored, maintained or contributed to (or been obligated to contribute to),   
any multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of     
ERISA or                                                                        

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414(f) of the Code, any multiple employer plan within the meaning of Section    
4063 or 4064 of ERISA or Section 413(c) of the Code, or any employee benefit    
plan, fund, program, contract or arrangement that is covered by or subject to   
Section 408 or 412 of the Code, Section 302 of ERISA or Title IV of ERISA, or   
any employee benefit plan, fund, program or arrangement that is intended to be  
qualified under Section 401(a) of the Code.                                     

2.13.7    POST-TERMINATION WELFARE BENEFITS                     

     Neither the Company nor any Employee Benefit Plan provides or has any
obligation to provide (or contribute toward the cost of) health, severance or   
any other welfare benefits (within the meaning of Section 3(1) of ERISA) with   
respect to any current or former officer, employee, agent, director or          
independent contractor of the Company or any other entity beyond such           
individual's retirement or other termination of service, other than continuation
coverage mandated by Sections 601 through 608 of ERISA or Section 4980B(f) of   
the Code.                                                                       

2.13.8    SUITS, CLAIMS AND INVESTIGATIONS                      

    There are no actions, suits or claims (other than routine claims for
benefits) pending or, to the Company's knowledge, threatened with respect to (or
against the assets of) any Employee Benefit Plan. No Employee Benefit Plan is   
currently under investigation, audit or review, directly or indirectly, by the  
IRS, the Department of Labor (the "DOL") or any other governmental entity or    
agency, and, to the Company's knowledge, no such action is contemplated or under
consideration by the IRS, the DOL or any other governmental entity or agency.   

2.13.9    PAYMENTS RESULTING FROM TRANSACTIONS                  

        Neither the execution and delivery of this Agreement or any of the other
Operative Documents nor the consummation of the transactions contemplated in (or
by) this Agreement or any of the other Operative Documents will (a) entitle any 
current or former officer, employee, agent, director or independent contractor  
of the Company to severance pay, unemployment compensation or any other payment 
from the Company or any other Person, or otherwise increase the amount of       
compensation due to any such individual, or (b) result in any benefit or right  
becoming established or increased, or accelerate the time of payment or vesting 
of any benefit, under any Employee Benefit Plan, whether or not some other      
subsequent action or event would be required to trigger any of the items        
specified in (a) or (b) above.                                                  

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2.14    INTELLECTUAL PROPERTY                                                   

2.14.1    GENERAL                                               

The Company owns or is licensed and has all rights in and to the
following as required to conduct its business as now conducted and as proposed  
to be conducted in any written materials furnished by the Company to Amazon.com,
except where the failure to own or have such rights would not have a Company    
Material Adverse Effect: (a) all products, tools, computer programs,            
specifications, source code, object code, graphics, devices, techniques,        
algorithms, methods, processes, procedures, packaging, trade dress, formulae,   
drawings, designs, improvements, discoveries, concepts, user interfaces, "look  
and feel," software, development and other tools, content, inventions (whether  
or not patentable or copyrightable and whether or not reduced to practice),     
designs, logos, themes, know-how, concepts and other technology that are now,   
during the two years prior to the date of this Agreement have been or are       
currently proposed in written materials furnished by the Company to Amazon.com  
to be developed, produced, used, marketed or sold by the Company (collectively, 
the "Technology-Related Assets"); and (b) all intellectual property and other   
proprietary rights in the Technology-Related Assets, including, without         
limitation, all trade names, trademarks, domain names, service marks, logos,    
brand names and other identifiers, trade secrets, copyrights, and domestic and  
foreign letters patent, and the registrations, applications, renewals,          
extensions and continuations (in whole or in part) thereof, all goodwill        
associated therewith, and all rights and causes of action for infringement,     
misappropriation, misuse, dilution or unfair trade practices associated         
therewith.                                                                      

2.14.2    COMPANY TECHNOLOGY                                    

      Schedule 2.14.2 to the Company Disclosure Memorandum sets forth a list
of all products and tools developed, produced, used, marketed or sold by the    
Company during the two years prior to the date of this Agreement (collectively, 
the "Products"). Except for the Third Party Technologies (as defined in Section 
2.14.3), the Company owns all right, title and interest in and to the following 
(collectively, the "Technology"), free and clear of all Encumbrances: (a) the   
Products, together with any and all codes, techniques, software tools, formats, 
designs, user interfaces, content and "look and feel" related thereto; (b) any  
and all updates, enhancements, corrections, modifications, improvements and new 
releases related to the items set forth in clause (a) above; (c) any and all    
technology and work in progress related to the items set forth in clauses (a)   
and (b) above; and (d) all inventions, discoveries, processes, designs, trade   
secrets, know-how and other confidential or proprietary information related to  
the items set forth in clauses (a), (b) and (c) above. The Technology, excluding
the Third Party Technologies, is sometimes referred to herein as the            

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"Company Technology."                                                           

2.14.3    THIRD PARTY TECHNOLOGY                                

      Schedule 2.14.3 to the Company Disclosure Memorandum sets forth a list
that is complete in all material respects of all Technology used in the         
Company's business for which the Company does not own all right, title and      
interest (collectively, the "Third Party Technologies"), and all license        
agreements or other contracts pursuant to which the Company has the right to use
(in the manner used by the Company, or intended or necessary for use with the   
Company Technology) the Third Party Technologies other than license agreements  
included in shrink-wrapped software packages for software which is readily and  
generally commercially available to Amazon.com (the "Third Party Licenses"),    
indicating, with respect to each of the Third Party Technologies listed therein,
the owner thereof and the Third Party License applicable thereto. The Company   
has the lawful right to use under the terms of the applicable Third Party       
License (free of any material restriction not expressly set forth in the Third  
Party Licenses) (a) all Third Party Technology that is incorporated in or used  
in the development or production of the Company Technology, and (b) all other   
Third Party Technology necessary for the conduct of the Company's business as   
now conducted and as proposed to be conducted in any written materials furnished
by the Company to Amazon.com. All Third Party Licenses are valid, binding on the
Company and in full force and effect, the Company and, to the Company's         
knowledge, each other party thereto have performed in all material respects     
their obligations thereunder, and neither the Company nor, to the Company's     
knowledge, any other party thereto is in default thereunder, nor to the         
Company's knowledge has there occurred any event or circumstance which with     
notice or lapse of time or both would constitute a default or event of default  
on the part of the Company or, to the Company's knowledge, any other party      
thereto or give to any other party thereto the right to terminate or modify any 
Third Party License. The Company has not received notice that any party to any  
Third Party License intends to cancel, terminate or refuse to renew (if         
renewable) such Third Party License or to exercise or decline to exercise any   
option or right thereunder.                                                     

2.14.4    TRADEMARKS                                            

      Schedule 2.14.4 to the Company Disclosure Memorandum sets forth a list
of all trademarks, trade names, brand names, service marks, logos or other      
identifiers for the Products or otherwise used in a material way by the Company 
in its business (the "Marks"). The Company has full legal and beneficial        
ownership, free and clear of any Encumbrances, of all rights conferred by use of
the Marks in connection with the Products or otherwise in the Company's business
and, as to those Marks that have been                                           

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registered in the United States Patent and Trademark Office, by federal         
registration of the Marks.                                                      

2.14.5    INTELLECTUAL PROPERTY RIGHTS                          

   Schedule 2.14.5 to the Company Disclosure Memorandum sets forth all
patents, patent applications, copyright registrations (and applications         
therefor) and trademark registrations (and applications therefor) (collectively,
the "IP Registrations") associated with the Company Technology and the Marks.   
The Company owns all right, title and interest, free and clear of any           
Encumbrances, in and to the IP Registrations, together with any other rights in 
or to any copyrights (registered or unregistered), rights in the Marks          
(registered or unregistered), trade secret rights and other intellectual        
property rights (including, without limitation, rights of enforcement) contained
or embodied in the Company Technology and the Marks (collectively, the "IP      
Rights").                                                                       

2.14.6    MAINTENANCE OF RIGHTS                                 

Except as set forth on Schedule 2.14.6 to the Company Disclosure
Memorandum, the Company has not conducted its business, and has not used or     
enforced (or, to its knowledge, failed to use or enforce) the IP Rights, in a   
manner that would result in the abandonment, cancellation or unenforceability of
any item of the IP Rights or the IP Registrations, and the Company has not taken
(or, to its knowledge, failed to take) any action that would result in the      
forfeiture or relinquishment of any IP Rights or IP Registrations, in each case 
where such abandonment, cancellation, unenforceability, forfeiture or           
relinquishment would have a Company Material Adverse Effect. Except as set forth
in Schedule 2.14.6, the Company has not granted to any third party any rights or
permissions to use any of the Technology or the IP Rights. To the best of the   
Company's knowledge, except pursuant to reasonably prudent safeguards, (a) no   
third party has received any confidential information relating to the Technology
or the IP Rights, and (b) the Company is not under any contractual or other     
obligation to disclose to any third party any Company Technology.               

2.14.7    THIRD PARTY INFRINGEMENT                              

Except as set forth on Schedule 2.14.7 to the Company Disclosure
Memorandum, (a) the Company has not received any notice or claim (whether       
written, oral or otherwise) challenging the Company's ownership or rights in the
Company Technology or the IP Rights or claiming that any other person or entity 
has any legal or beneficial ownership with respect thereto; (b) all the IP      
Rights are legally valid and enforceable without any material qualification,    
limitation or restriction on their use which would have a Company Material      
Adverse Effect, and the Company has not                                         

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received any notice or claim (whether written, oral or otherwise) challenging   
the validity or enforceability of any of the IP Rights; and (c) to the Company's
knowledge, no other person or entity is infringing or misappropriating any part 
of the IP Rights or otherwise making any unauthorized use of the Company        
Technology.                                                                     

2.14.8    INFRINGEMENT BY THE COMPANY                           

Except as set forth on Schedule 2.14.8 to the Company Disclosure
Memorandum, (a) the use of any of the Company Technology in the Company's       
business does not and will not infringe, violate or interfere with or constitute
an appropriation of any right, title or interest (including, without limitation,
any patent, copyright, trademark or trade secret right) held by any other person
or entity, and there have been no claims made with respect thereto; (b) the use 
of any of the Marks and other IP Rights in the Company's business will not      
infringe, violate or interfere with or constitute an appropriation of any right,
title or interest (including, without limitation, any patent, copyright,        
trademark or trade secret right) held by any other person or entity, and there  
have been no claims made with respect thereto; and (c) the Company has not      
received any notice or claim (whether written, oral or otherwise) regarding any 
infringement, misappropriation, misuse, abuse or other interference with any    
third party intellectual property or proprietary rights (including, without     
limitation, infringement of any patent, copyright, trademark or trade secret    
right of any third party) by the Company, the Technology or the Marks or other  
IP Rights or claiming that any other entity has any claim of infringement with  
respect thereto.                                                                

2.14.9    CONFIDENTIALITY                                       

Except as set forth on Schedule 2.14.9 to the Company Disclosure
Memorandum, (a) the Company has not disclosed any source code regarding the     
Technology to any person or entity other than an employee of the Company and    
under a written nondisclosure agreement; (b) the Company has at all times       
maintained and diligently enforced commercially reasonable procedures to protect
all confidential information relating to the Technology; (c) neither the Company
nor any escrow agent is under any contractual or other obligation to disclose   
the source code or any other proprietary information included in or relating to 
the Technology; and (d) the Company has not deposited any source code relating  
to the Technology into any source code escrows or similar arrangements. If, as  
disclosed on Schedule 2.14.9, the Company has deposited any source code to the  
Technology into source code escrows or similar arrangements, no event has       
occurred that has or could reasonably form the basis for a release of such      
source code from such escrows or arrangements.                                  

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2.14.10   WARRANTY AGAINST DEFECTS                              

 Except as set forth in Schedule 2.14.10 to the Company Disclosure
Memorandum, the Technology is free from known material defects and substantially
conforms to the applicable specifications and documentation for such Technology.

2.14.11   DOMAIN NAMES                                          

       Schedule 2.14.11 to the Company Disclosure Memorandum sets forth a list
of all Internet domain names used by the Company in its business (collectively, 
the "Domain Names"). The Company has a valid registration and all material      
rights (free of any material restriction) and freely transferable to the        
Surviving Corporation) in and to the Domain Names, including, without           
limitation, all rights necessary to continue to conduct the Company's business  
as it is currently conducted.                                                   

2.14.12   YEAR 2000                                             

        The Company Technology (a) will accurately process date data (including,
but not limited to, calculating, comparing and sequencing) from, into and       
between the twentieth and twenty-first centuries, including, without limitation,
leap year calculations, without a decrease in the functionality of the Software,
(b) is designed to be used prior to, during and after the calendar year 2000,   
and (c) will operate during each such time period without error relating to date
data, specifically including any error relating to, or the product of, date data
which represents or references different centuries or more than one century     
("Y2K Compliant"). The foregoing will not apply to the extent any third party   
component that provides data for use by the Company Technology is not Y2K       
Compliant unless and to the extent the failure of the Company Technology to     
conform to the above warranty would have occurred regardless of the failure of  
the third party component to be Y2K Compliant.                                  

2.14.13   INDEMNIFICATION                                       

      The Company has not entered into any agreement or offered to indemnify
any Person against any charge of infringement by the Technology or IP Rights, or
any other intellectual property or right. The Company has not entered into any  
agreement granting any Person the right to bring any infringement action with   
respect to, or otherwise to enforce, any of the Technology or IP Rights.        

2.14.14   RESTRICTIONS ON INTELLECTUAL PROPERTY                 

To the knowledge of the Company, none of the Company's officers,
employees, agents or representatives, during his or her term of employment or   
engagement with                                                                 

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the Company, has entered into any agreement regarding know-how, trade secrets,  
assignment of rights in inventions, or prohibition or restriction of competition
or solicitation of customers, or any other similar restrictive agreement or     
covenant, whether written or oral, with any Person other than the Company.      

2.15    CORPORATE BOOKS AND RECORDS                                             

        The Company has furnished to Amazon.com or its representatives for their
examination true and complete copies of (a) the Certificate of Incorporation and
Bylaws of the Company as currently in effect, including all amendments thereto, 
(b) the minute books of the Company, and (c) the stock transfer books of the    
Company. Such stock transfer books accurately reflect all issuances and         
transfers of shares of capital stock of the Company since its inception.        

2.16    LICENSES, PERMITS, AUTHORIZATIONS, ETC.                                 

       Except as identified on Schedules 2.1 and 2.5 to the Company Disclosure
Memorandum, the Company has received all currently required governmental        
approvals, authorizations, consents, licenses, orders, registrations and permits
of all agencies, whether federal, state, local or foreign, the failure to obtain
of which would have a Company Material Adverse Effect. The Company has not      
received any notifications of any asserted present failure by it to have        
obtained any such governmental approval, authorization, consent, license, order,
registration or permit, or past and unremedied failure to obtain such items.    

2.17    COMPLIANCE WITH LAWS                                                    

Except as described on Schedule 2.17 to the Company Disclosure  
Memorandum, the Company is in compliance with all federal, state, local and     
foreign laws, rules, regulations, ordinances, decrees and orders applicable to  
it, to its employees or to the Real Property and the Personal Property,         
including, without limitation, all such laws, rules, regulations, ordinances,   
decrees and orders relating to intellectual property protection, antitrust      
matters, consumer protection, currency exchange, environmental protection, equal
employment opportunity, health and occupational safety, pension and employee    
benefit matters, securities and investor protection matters, labor and          
employment matters and trading-with-the-enemy matters, except where the failure 
of the Company to so comply would not have a Company Material Adverse Effect.   
The Company has not received any notification of any asserted present or past   
unremedied failure by the Company to comply with any of such laws, rules,       
regulations, ordinances, decrees or orders.                                     

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2.18    INSURANCE                                                               

       The Company Disclosure Memorandum sets forth a true and correct list of
all insurance policies maintained by the Company. The Company maintains         
commercially reasonable levels of (a) insurance on its property (including      
leased premises) that insures against loss or damage by fire or other casualty  
and (b) insurance against liabilities, claims and risks of a nature and in such 
amounts as are normal and customary in the Company's industry for companies of  
similar size and financial condition. All insurance policies of the Company are 
in full force and effect, all premiums with respect thereto covering all periods
up to and including the date this representation is made have been paid, and no 
notice of cancellation or termination has been received with respect to any such
policy or binder. Such policies or binders are sufficient for compliance in all 
material respects with all requirements of law currently applicable to the      
Company and of all agreements to which the Company is a party, will remain in   
full force and effect through the respective expiration dates of such policies  
or binders without the payment of additional premiums, and will not in any way  
be affected by, or terminate or lapse by reason of, the transactions            
contemplated by this Agreement. The Company has not been refused any insurance  
with respect to its assets or operations, nor has its coverage been limited, by 
any insurance carrier to which it has applied for any such insurance or with    
which it has carried insurance.                                                 

2.19    BROKERS OR FINDERS                                                      

The Company has not incurred, and will not incur, directly or   
indirectly, as a result of any action taken by or on behalf of the Company, any 
liability for brokerage or finders' fees or agents' commissions or any similar  
charges in connection with the Merger, this Agreement or any transaction        
contemplated hereby.                                                            

2.20    ABSENCE OF QUESTIONABLE PAYMENTS                                        

       Neither the Company nor any director, officer, agent, employee or other
Person acting on behalf of the Company has used any Company funds for improper  
or unlawful contributions, payments, gifts or entertainment, or made any        
improper or unlawful expenditures relating to political activity to domestic or 
foreign government officials or others. The Company has reasonable financial    
controls to prevent such improper or unlawful contributions, payments, gifts,   
entertainment or expenditures. Neither the Company nor any current director,    
officer, agent, employee or other Person acting on behalf of the Company has    
accepted or received any improper or unlawful contributions, payments, gifts or 
expenditures. The Company has at all times complied, and is in compliance, in   
all material respects with the Foreign Corrupt Practices Act and all foreign    
laws and regulations relating to prevention of corrupt                          

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practices and similar matters.                                                  

2.21    BANK ACCOUNTS                                                           

       Schedule 2.21 to the Company Disclosure Memorandum sets forth the names
and locations of all banks, trust companies, savings and loan associations and  
other financial institutions at which the Company maintains safe deposit boxes  
or accounts of any nature and the names of all Persons authorized to draw       
thereon, make withdrawals therefrom or have access thereto.                     

2.22    INSIDER INTERESTS                                                       

Except as set forth on Schedule 2.22 to the Company Disclosure  
Memorandum, no stockholder or officer or director of the Company has any        
interest (other than as a stockholder of the Company) (a) in any Real Property, 
Personal Property, Technology or IP Rights used in or pertaining to the business
of the Company, including, without limitation, inventions, patents, trademarks  
or trade names, or (b) in any agreement, contract, arrangement or obligation    
relating to the Company, its present or prospective business or its operations. 
Except as set forth on Schedule 2.22, there are no agreements, understandings or
proposed transactions between the Company and any of its officers, directors,   
stockholders, affiliates or any affiliate thereof. The Company and its officers 
and directors have no interest, either directly or indirectly, in any entity,   
including, without limitation, any corporation, partnership, joint venture,     
proprietorship, firm, licensee, business or association (whether as an employee,
officer, director, stockholder, agent, independent contractor, security holder, 
creditor, consultant or otherwise) that presently (i) provides any services,    
produces and/or sells any products or product lines, or engages in any activity 
that is the same, similar to or competitive with any activity or business in    
which the Company is now engaged or proposes to engage; (ii) is a supplier,     
customer or creditor; or (iii) has any direct or indirect interest in any asset 
or property, real or personal, tangible or intangible, of the Company or any    
property, real or personal, tangible or intangible, that is necessary or        
desirable for the present or currently anticipated future conduct of the        
Company's business.                                                             

2.23    COMPLIANCE WITH ENVIRONMENTAL LAWS                                      

     Neither the Company nor, to the Company's knowledge, any other Person
(including, without limitation, any previous owner, lessee or sublessee) has    
treated, stored or disposed of any material amounts of petroleum products,      
hazardous waste, hazardous substances, pollutants or contaminants on the Real   
Property, or any real property previously owned, leased, subleased or used by   
the Company in the operation                                                    

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of its business, in violation of any applicable foreign, federal, state or local
statutes, regulations or ordinances, or common law, in each case as in existence
at or prior to the Closing. To the Company's knowledge, there have been no      
releases of any material amounts of petroleum, petroleum products, hazardous    
waste, hazardous substances, pollutants or contaminants on, at or from any      
assets or properties, including, without limitation, the Real Property, owned,  
leased, subleased or used by the Company in the operation of its business during
the time such assets or properties were owned, leased, subleased or used by the 
Company (or, to the Company's knowledge, prior to such time), including, without
limitation, any releases of any material amounts of petroleum, petroleum        
products, hazardous waste, hazardous substances, pollutants or contaminants in  
violation of any law.                                                           

2.24    FULL DISCLOSURE                                                         

No information furnished by the Company to Amazon.com or its    
representatives in connection with this Agreement (including, but not limited   
to, the Financial Statements and all information in the Company Disclosure      
Memorandum and the other Exhibits hereto) or the other Operative Documents      
contains any untrue statement of a material fact or omits to state a material   
fact necessary in order to make the statements so made or information so        
delivered not misleading.                                                       

2.25    OPERATING DATA                                                          

       On or prior to the date hereof, the Company has delivered to Amazon.com
certain of its operating data and certain performance data for each of its Web  
Sites (including, without limitation, the number of "hits," "conversion" rates, 
if applicable, average, download times per page, average system resource usage  
per page, error rates and uptime/availability) as set forth in Schedule 2.25 of 
the Company Disclosure Memorandum (the "Operations and Web Site Data"). The     
Operations and Web Site Data accurately and fairly present the operations of and
other data related to the Company and the performance of its Web Sites and does 
not contain any material misstatements or omissions of material facts.          

ARTICLE IIA - REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

       Except as is otherwise set forth with appropriate Section references in
the Stockholder Company Disclosure Memorandum attached hereto as Exhibit 2A (the
"Stockholder Disclosure Memorandum"), and in order to induce Amazon.com and the 
Purchaser to enter into and perform this Agreement and the other Operative      
Documents to be entered into as of the Closing among Amazon.com and the         

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Stockholders, each Stockholder, individually and not jointly, represents and    
warrants to Amazon.com and the Purchaser as of the date of this Agreement and as
of the Closing as follows in this Article IIA:                                  

2A.1    SOPHISTICATION; ACCREDITATION                                           

Such Stockholder is (a) either alone or with the assistance of a
professional advisor, a sophisticated investor, able to fend for himself,       
herself or itself in the transactions contemplated by this Agreement and the    
other Operative Documents to which such Stockholder is a party and has such     
knowledge and experience in financial and business matters that he, she or it is
capable of evaluating the merits and risks of the prospective investment in     
Amazon.com Common Stock, or (b) an "accredited investor" as defined in          
Regulation D of the Securities Act of 1933, as amended (the "Securities Act").  
Schedule 2A.1 to the Stockholder Disclosure Memorandum lists all Stockholders   
who are accredited investors.                                                   

2A.2    OWNERSHIP                                                               

    Such Stockholder owns beneficially and of record the Company Capital
Stock, Options and other Stock Purchase Rights set forth on Schedules 2.3(b) and
2.3(c) of the Company Disclosure Memorandum, free and clear of any Encumbrance. 

2A.3    AMAZON.COM PROSPECTUS                                                   

   Such Stockholder has received and reviewed a copy of the prospectus
dated August 18, 1998 contained in Amazon.com's shelf registration statement on 
Form S-4.                                                                       

2A.4    ENFORCEABILITY; NO CONFLICTS                                            

        (a) Such Stockholder has full power or capacity (as the case may be) and
authority to execute this Agreement and the other Operative Documents to which  
such Stockholder is a party, to make the representations, warranties and        
covenants herein and therein contained and to perform such Stockholder's        
obligations hereunder and thereunder.                                           

      (b) This Agreement has been, and each of the other Operative Documents
to which such Stockholder is a party at the Closing will have been, duly        
executed and delivered by such Stockholder, and this Agreement is, and, when    
executed and delivered by such Stockholder, each of the other Operative         
Documents to which such Stockholder is a party at the Closing will be, the      
legal, valid and binding obligations of such Stockholder, enforceable in        
accordance with their terms, except as to the effect, if any, of (i) applicable 
bankruptcy and other similar laws affecting the rights of creditors             

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generally, (ii) rules of law governing specific performance, injunctive relief  
and other equitable remedies, and (iii) the enforceability of provisions        
requiring indemnification in connection with the offering, issuance or sale of  
securities.                                                                     

       (c) The execution, delivery and performance by such Stockholder of this
Agreement and the other Operative Documents to which he, she or it is a party,  
the consummation of the transactions contemplated hereby and thereby, and the   
fulfillment of the terms hereof and thereof will not (i) constitute a violation 
(with or without the giving of notice or lapse of time or both) of any provision
of any law applicable to the such Stockholder; (ii) require any consent,        
approval or authorization of, or notice to, any Person that has not been        
obtained or made, other than under the HSR Act; (iii) result in a default under,
an acceleration or termination of, or the creation in any party of the right to 
accelerate, terminate, modify or cancel, any material agreement, lease, note or 
other restriction, encumbrance, obligation or liability to which such           
Stockholder is a party or by which he, she or it is bound; or (iv) result in the
creation or imposition of any Encumbrance on any of such Stockholder's shares of
Company Capital Stock.                                                          

2A.5    CLAIMS AGAINST THE COMPANY                                              

        Such Stockholder does not have any claims against the Company other than
any rights or claims arising with respect to such Stockholder's ownership of    
Company Capital Stock.                                                          

2A.6    BROKERS OR AGENTS                                                       

        Such Stockholder has not employed any broker or agent in connection with
the transactions contemplated by this Agreement and agrees to indemnify         
Amazon.com against all losses, damages or expenses relating to or arising out of
claims for fees or commission of any broker or agent employed by such           
Stockholder.                                                                    

2A.7    HART-SCOTT-RODINO FILING                                                

 Except as set forth in Section 2A.7 to the Stockholder Disclosure
Memorandum, each Stockholder is not subject to, or is exempt from, the          
jurisdictional elements of the HSR Act.                                         

2A.8    INVESTMENT FOR OWN ACCOUNT                                              

     The Amazon.com Common Stock is being acquired by such Stockholder for
investment for his, her or its respective account, not as a nominee or agent;   
such Stockholder has no present intention of selling, granting any participation
in or                                                                           

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otherwise distributing any of the Amazon.com Common Stock in a manner contrary  
to the Securities Act or to any applicable state securities or Blue Sky law, nor
does such Stockholder have any contract, undertaking, agreement or arrangement  
with any person or entity to sell, transfer or grant a participation to such    
person or entity with respect to any of the Amazon.com Common Stock.            

2A.9    RESIDENCY                                                               

For purposes of the application of state securities laws, such  
Stockholder is a resident of the state as set forth on Schedule 2A.9 of the     
Stockholder Disclosure Memorandum.                                              

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF AMAZON.COM AND THE PURCHASER

       In order to induce the Company to enter into and perform this Agreement
and the other Operative Documents, Amazon.com and the Purchaser jointly and     
severally represent and warrant to the Company as follows in this Article III:  

3.1     ORGANIZATION                                                            

        Amazon.com is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the     
State of Delaware. Each of Amazon.com and the Purchaser has all requisite       
corporate power and authority to own, operate and lease its respective          
properties and assets, to carry on its respective business as now conducted, and
as proposed to be conducted and to enter into and perform its obligations under 
this Agreement and the other Operative Documents to which Amazon.com or the     
Purchaser is a party, and to consummate the transactions contemplated hereby and
thereby. Each of Amazon.com and the Purchaser is duly qualified and licensed as 
a foreign corporation to do business and is in good standing in each            
jurisdiction in which the character of properties occupied, owned or held under 
lease by Amazon.com or the Purchaser, as applicable, or the nature of the       
business conducted by Amazon.com or the Purchaser, as applicable, makes such    
qualification or licensing necessary, except where the failure to be so         
qualified or in good standing would not have a material adverse effect on the   
business, operations, assets, liabilities, condition (financial or other) or    
prospects of Amazon.com (an "Amazon.com Material Adverse Effect"). Each of      
Amazon.com and the Purchaser has full corporate power and authority to execute, 
deliver and perform this Agreement and the other Operative Documents to which it
is a party, and to carry out the transactions contemplated hereby and thereby.  
All the issued and outstanding                                                  

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shares of capital stock of the Purchaser are held of record and beneficially by 
Amazon.com.                                                                     

3.2     ENFORCEABILITY                                                          

        Amazon.com and the Purchaser each have all requisite corporate power and
authority to execute, deliver and perform their obligations under this Agreement
and each of the other Operative Documents to which they are a party and each of 
the certificates, instruments and documents executed or delivered by them       
pursuant to the terms of this Agreement. All corporate action on the part of    
Amazon.com and the Purchaser and their respective officers, directors and       
stockholders necessary for the authorization, execution, delivery and           
performance of this Agreement and the other applicable Operative Documents to   
which Amazon.com or the Purchaser is a party, the consummation of the Merger and
the performance of all of their respective obligations under this Agreement and 
the other applicable Operative Documents to which Amazon.com or the Purchaser is
a party has been taken or will be taken prior to the Effective Time. This       
Agreement has been, and each of the other Operative Documents to which          
Amazon.com is a party will have been at the Closing, duly executed and delivered
by Amazon.com, and this Agreement is, and, when executed and delivered by       
Amazon.com, each of the other Operative Documents to which Amazon.com is a party
will be at the Closing, a legal, valid and binding obligation of Amazon.com,    
enforceable against Amazon.com in accordance with its terms, except as to the   
effect, if any, of (a) applicable bankruptcy and other similar laws affecting   
the rights of creditors generally, (b) rules of law governing specific          
performance, injunctive relief and other equitable remedies, and (c) the        
enforceability of provisions requiring indemnification in connection with the   
offering, sale or issuance of securities. This Agreement has been, and each of  
the other Operative Documents to which the Purchaser is a party will have been  
at the Closing, duly executed and delivered by the Purchaser, and this Agreement
is, and each of the other Operative Documents to which the Purchaser is a party 
will be at the Closing, a legal, valid and binding obligation of the Purchaser, 
enforceable against the Purchaser in accordance with its terms, except as to the
effect, if any, of (i) applicable bankruptcy and other similar laws affecting   
the rights of creditors generally, (ii) rules of law governing specific         
performance, injunctive relief and other equitable remedies, and (iii) the      
enforceability of provisions requiring indemnification in connection with the   
offering, sale or issuance of securities.                                       

3.3     SECURITIES                                                              

   The Amazon.com Common Stock to be issued pursuant to this Agreement
including, without limitation, the Closing Date Shares, the Post-Closing Shares 
and all                                                                         

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shares issuable under Options to be assumed by Amazon.com, has been, or will be 
prior to the Effective Time, duly reserved and authorized for issuance, and such
Amazon.com Common Stock, when issued and delivered to the Company's stockholders
pursuant to this Agreement, shall be validly issued, fully paid and             
nonassessable and, assuming the accuracy of the representations and warranties  
contained in Article IIA, issued in compliance with applicable federal and state
securities laws.                                                                

3.4     NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS         

       The execution, delivery and performance of this Agreement and the other
Operative Documents by the Purchaser and Amazon.com, as applicable, and the     
consummation by them of the transactions contemplated hereby and thereby will   
not (a) constitute a violation (with or without the giving of notice or lapse of
time, or both) of any provision of law or any judgment, decree, order,          
regulation or rule of any court or other governmental authority applicable to   
Amazon.com or the Purchaser, except for such violations which would not, both   
individually and in the aggregate, have an Amazon.com Material Adverse Effect;  
(b) require any consent, approval or authorization of, or declaration, filing or
registration with, any Person, except (i) compliance with applicable securities 
laws, (ii) the filing of all documents necessary to consummate the Merger with  
the Delaware Secretary of State, (iii) the notification requirements of the HSR 
Act and (iv) such consents, approvals, authorizations, declarations, filings and
registrations the failure of which to obtain or effect would not, both          
individually and in the aggregate, have an Amazon.com Material Adverse Effect;  
(c) result in a default (with or without the giving of notice or lapse of time, 
or both) under, or acceleration or termination of, or the creation in any party 
of the right to accelerate, terminate, modify or cancel, any agreement, lease,  
note or other restriction, encumbrance, obligation or liability to which        
Amazon.com or the Purchaser is a party or by which it is bound or to which any  
assets of Amazon.com or the Purchaser are subject, except for such defaults,    
accelerations, terminations or creations of such rights which would not, both   
individually and in the aggregate, have an Amazon.com Material Adverse Effect;  
or (d) conflict with or result in a breach of or constitute a default under any 
provision of the Certificate of Incorporation or Bylaws of Amazon.com or of the 
Purchaser.                                                                      

3.5     CAPITALIZATION                                                          

  The authorized capital stock of Amazon.com consists of 300,000,000
shares of Amazon.com Common Stock, of which 161,371,398 shares were issued and  
outstanding as of March 31, 1999, and 10,000,000 shares of preferred stock, par 
value $0.01 per share, none of which is issued or outstanding. Such issued and  
outstanding                                                                     

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shares of Amazon.com Common Stock are validly issued, fully paid and            
nonassessable.                                                                  

3.6     SEC DOCUMENTS                                                           

       Amazon.com has furnished the Stockholders with true and complete copies
of its Annual Report on Form 10-K for the fiscal year ended December 31, 1998,  
all Forms 8-K filed after the date of such Form 10-K, and its Proxy Statement   
relating to its 1999 Annual Meeting of Stockholders (collectively, the "SEC     
Documents"). As of their respective filing dates, each of the SEC Documents     
complied in all material respects with the requirements of the Securities       
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and        
regulations of the Securities and Exchange Commission promulgated thereunder.   

3.7     ABSENCE OF CERTAIN CHANGES                                              

    Since the December 31, 1998 financial statements included in the SEC
Documents, there has not been any change which by itself or in conjunction with 
all other such changes, has had or could reasonably be expected to have an      
Amazon.com Material Adverse Effect, except as disclosed in the SEC Documents.   

3.8     FULL DISCLOSURE                                                         

       No information furnished by Amazon.com or the Purchaser to the Company,
the Stockholders or their respective representatives in connection with this    
Agreement or the other Operative Documents (including, without limitation, the  
information contained in the SEC Documents, as the same may have been updated by
filings by Amazon.com with the Securities and Exchange Commission after the date
hereof but prior to the Closing Date) contains any untrue statement of a        
material fact or omits to state a material fact necessary in order to make the  
statements so made or information so delivered not misleading.                  

3.9     STOCKHOLDERS CONSENT                                                    

       No consent or approval of the stockholders of Amazon.com is required or
necessary for Amazon.com to enter into this Agreement or the Operative Documents
to which it is a party or to consummate the transactions contemplated hereby and
thereby.                                                                        

3.10    BROKERS OR FINDERS                                                      

        Amazon.com has not incurred, and will not incur, directly or indirectly,
as a result of any action taken by or on behalf of Amazon.com, any liability for
brokerage                                                                       

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or finders' fees or agents' commissions or any similar changes in connection    
with the Merger, this Agreement, or any transaction contemplated hereby.        

ARTICLE IV - CONDITIONS PRECEDENT TO OBLIGATIONS OF AMAZON.COM AND THE
 PURCHASER

      The obligations of Amazon.com and the Purchaser to perform and observe
the covenants, agreements and conditions hereof to be performed and observed by 
them at or before the Closing shall be subject to the satisfaction of the       
following conditions, which may be expressly waived only in writing signed by   
Amazon.com:                                                                     

4.1     ACCURACY OF REPRESENTATIONS AND WARRANTIES                              

  The representations and warranties of the Company contained herein
(including, without limitation, applicable Exhibits or Schedules to the Company 
Disclosure Memorandum) and in the other Operative Documents shall have been true
and correct when made and, except (a) for changes contemplated by this Agreement
and the other Operative Documents and (b) to the extent that such               
representations and warranties speak as of an earlier date, shall be true and   
correct as of the Closing Date as though made on that date.                     

4.2     PERFORMANCE OF AGREEMENTS                                               

The Company shall have performed in all material respects all   
obligations and agreements and complied with all covenants contained in this    
Agreement or any other Operative Document to be performed and complied with by  
it at or prior to the Closing.                                                  

4.3     OPINION OF COUNSEL FOR THE COMPANY                                      

       Amazon.com shall have received the opinion letter of Goodwin, Procter &
Hoar LLP, counsel for the Company, dated the Closing Date, substantially in the 
form of Exhibit 4.3.                                                            

4.4     COMPLIANCE CERTIFICATE                                                  

     Amazon.com shall have received a certificate of the President and the
Chief Financial Officer of the Company, dated the Closing Date, in form and     
substance satisfactory to Amazon.com, certifying that the conditions to the     
obligations of Amazon.com and the Purchaser in Sections 4.1, 4.2, 4.5 and 4.6   
have been fulfilled.                                                            

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4.5     MATERIAL ADVERSE CHANGE                                                 

     Since the date of this Agreement and through the Closing, there shall
not have occurred any Company Material Adverse Effect, except for such changes  
occurring as a result of the execution or announcement of this Agreement.       

4.6     APPROVALS AND CONSENTS                                                  

       All transfers of permits or licenses and all approvals of or notices to
public agencies, federal, state, local or foreign, the granting or delivery of  
which is necessary for the consummation of the transactions contemplated hereby 
and by the other Operative Documents, or for the continued operation of the     
Company as now operated, shall have been obtained, and all waiting periods      
specified by law shall have passed. All consents, approvals and notices set     
forth on Exhibit 4.6 shall have been obtained or delivered.                     

4.7     SECRETARY'S CERTIFICATE                                                 

    Amazon.com shall have received a certificate of the Secretary of the
Company, in form and substance satisfactory to Amazon.com, as to the            
authenticity and effectiveness of the actions of the Board of Directors and     
stockholders of the Company authorizing the Merger and the transactions         
contemplated by this Agreement and the other Operative Documents. Copies of the 
Company's Certificate of Incorporation, certified by the Delaware Secretary of  
State, and Bylaws, certified by the Secretary of the Company, shall be attached 
to such certificate.                                                            

4.8     NONFOREIGN AFFIDAVIT                                                    

    Amazon.com shall have received from the Company, pursuant to Section
1445 of the Code, a Foreign Investment in Real Property Tax Act Affidavit,      
substantially in the form of Exhibit 4.8.                                       

4.9     COMPLIANCE WITH LAWS                                                    

       The consummation of the transactions contemplated by this Agreement and
the other Operative Documents shall be legally permitted by all laws and        
regulations to which Amazon.com, the Purchaser or the Company is subject.       

4.10    STOCKHOLDER APPROVAL                                                    

     The principal terms of this Agreement shall have been approved by the
Company's stockholders as required by the Company's Certificate of Incorporation
and                                                                             

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applicable law.                                                                 

4.11    LEGAL PROCEEDINGS                                                       

       No order of any court or administrative agency shall be in effect which
enjoins, restrains, conditions or prohibits consummation of the transactions    
contemplated by this Agreement or any other Operative Document, and no          
litigation, investigation or administrative proceeding shall be pending or      
threatened which would enjoin, restrain, condition or prevent consummation of   
the transactions contemplated by this Agreement or any other Operative Document.

4.12    EMPLOYMENT AND NONCOMPETITION ARRANGEMENTS                              

        More than 66.7% of the Central Employees (determined on the basis of the
percentage values assigned to each Central Employee as set forth in Exhibit     
1.7.3) shall have accepted the offer of employment pursuant to Section 6.13 and 
shall have executed Amazon.com's standard form of Confidentiality,              
Noncompetition and Invention Assignment Agreement, in the form attached hereto  
as Exhibit 4.12.                                                                

4.13    AFFILIATE LETTERS                                                       

        The Company shall have delivered or caused to be delivered to Amazon.com
an Affiliate Letter substantially in the form of Exhibit 4.13 from each of those
Persons who were, on the record date for the stockholders' meeting at which the 
Merger was approved or on the effective date of any stockholder consent         
approving the Merger, "affiliates" of the Company within the meaning of Rule 145
of the rules and regulations promulgated under the Securities Act.              

4.14    TERMINATION OF CERTAIN AGREEMENTS                                       

      Any and all rights of refusal, co-sale rights and registration rights,
if any, for the benefit of the holders of Company Capital Stock or Stock        
Purchase Rights of the Company shall have been terminated or shall terminate    
upon consummation of the Merger.                                                

4.15    EXERCISE OF STOCK PURCHASE RIGHTS; CONVERSION OF CONVERTIBLE SECURITIES 

      Any and all Stock Purchase Rights and any and all securities and notes
convertible at any time into Company Common Stock, vested and unvested, and     
regardless of restrictions on exercise or conversion, shall have been exercised 
or converted (or, with respect to the Company Series A Stock and Company Series 
C                                                                               

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Stock, deemed to be converted pursuant to Section 1.7.1(b)), as the case may be,
for shares of Company Common Stock prior to the Effective Time, except for the  
outstanding share of the Company Series B Preferred Stock, which will be        
converted for cash as of the Effective Time pursuant to Section 1.7.2(b), and   
for Options assumed by Amazon.com pursuant to Section 1.7.2(e).                 

4.16    NO DISSENTER RIGHTS EXERCISED GREATER THAN 5% OF STOCK                  

       No holders of Company Capital Stock shall have delivered to the Company
before the Effective Time timely written notice of such holder's intent to      
demand payment for such shares in accordance with Delaware Law, unless such     
holder shall have withdrawn or otherwise lost his, her or its right to such     
payment as a dissenting stockholder. Holders of not more than 5% of the         
outstanding shares of Company Common Stock shall have not voted in favor of the 
Merger or not consented thereto in writing and shall have delivered before the  
Effective Time timely written notice of such holders' intent to demand payment  
as dissenting stockholders for such shares in accordance with Delaware Law.     

4.17    TRANSMITTAL LETTERS                                                     

       All holders of the Company Capital Stock shall have executed Letters of
Transmittal in the form attached hereto as Exhibit 1.7.4.                       

4.18    STOCK VESTING AGREEMENTS                                                

       (a) Stig Leschly and Amazon.com shall have entered into a Stock Vesting
Agreement, substantially in the form attached hereto as Exhibit 4.18(a).        

      (b) Sridhar Rao and Amazon.com shall have entered into a Stock Vesting
Agreement, substantially in the form attached hereto as Exhibit 4.18(b), and the
Company, Stig Leschly and Sridhar Rao shall have terminated the Stock Purchase  
and Stock Restriction Agreement, dated as of June 18, 1998, as amended, among   
such parties.                                                                   

4.19    NONDISCLOSURE AGREEMENTS                                                

      The Company shall have delivered to Amazon.com true and correct copies
of all Nondisclosure Agreements entered into by employees or officers of or     
consultants to the Company after the date hereof, and no such Nondisclosure     
Agreement shall contain any exceptions to the terms thereof, including, without 
limitation, to the exclusive ownership by the Company of all Company-Related    
Inventions and Developments (as defined therein).                               

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4.20    PROSPECTUS DELIVERY REQUIREMENTS                                        

      At least 20 business days shall have elapsed since the delivery to the
Stockholders of the Prospectus dated August 13, 1998, which constitutes part of 
the Amazon.com's Registration Statement on Form S-4, together with all materials
incorporated by reference therein prior to the date such materials were         
delivered to the Stockholders. Such 20 business day-period shall expire on May  
14, 1999.                                                                       

4.21    ESCROW AGREEMENT                                                        

  The Escrow Agreement shall have been executed and delivered by the
Stockholder Representative, on behalf of the Stockholders, and by the Escrow    
Agent.                                                                          

4.22    ASSIGNMENT OF DOMAIN NAMES                                              

   All rights, title and interest in and to all domain names listed on
Exhibit 4.22 attached hereto shall have been assigned to Amazon.com.            

4.23    POST-CLOSING BONUS AMOUNT AGREEMENTS                                    

      The Company shall have delivered to Amazon.com true and correct copies
of all agreements by which payments included in the Post-Closing Bonus Amount   
will be made.                                                                   

4.24    CONSENT TO ASSUMPTION OF OPTIONS                                        

    All holders of Options that are outstanding immediately prior to the
Effective Time shall have consented to the assumption of the Options by         
Amazon.com on the terms and in the manner set forth in Section 1.7.             

4.25    ROLL-UP                                                                 

       If requested by Amazon.com reasonably in advance of the Effective Time,
the Company shall have effected a roll-up of each of its subsidiaries, resulting
in the termination, dissolution and winding-up of all such subsidiaries.        

ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE
STOCKHOLDERS

  The obligations of the Company and the Stockholders to perform and
observe the respective covenants, agreements and conditions hereof to be        
performed and observed by them at or before the Closing shall be subject to the 
satisfaction of the following conditions, which may be expressly waived only in 
writing signed by the                                                           

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Company and the Stockholder Representative, on behalf of the Stockholders.      

5.1     ACCURACY OF REPRESENTATIONS AND WARRANTIES                              

  The representations and warranties of Amazon.com and the Purchaser
contained herein and in the other Operative Documents shall have been true and  
correct when made and, except for (a) changes contemplated by this Agreement and
the other Operative Documents and (b) to the extent that such representations   
and warranties speak as of an earlier date, shall be true and correct as of the 
Closing Date as though made on that date.                                       

5.2     PERFORMANCE OF AGREEMENTS                                               

 Amazon.com and the Purchaser shall have performed in all material
respects all obligations and agreements and complied with all covenants         
contained in this Agreement or any other Operative Document to be performed and 
complied with by them at or prior to the Closing.                               

5.3     OPINION OF COUNSEL                                                      

       The Company shall have received the opinion letter of Perkins Coie LLP,
counsel for Amazon.com and the Purchaser, dated the Closing Date, substantially 
in the form of Exhibit 5.3.                                                     

5.4     COMPLIANCE CERTIFICATE                                                  

The Company shall have received a certificate of an officer of  
Amazon.com, dated the Closing Date, substantially in form and substance         
satisfactory to the Company, certifying that the conditions to the obligations  
of the Company in Sections 5.1, 5.2, 5.6 and 5.7 have been fulfilled.           

5.5     LEGAL PROCEEDINGS                                                       

       No order of any court or administrative agency shall be in effect which
enjoins, restrains, conditions or prohibits consummation of the transactions    
contemplated by this Agreement or any other Operative Document, and no          
litigation, investigation or administrative proceeding shall be pending or      
threatened which would enjoin, restrain, condition or prevent consummation of   
the transactions contemplated by this Agreement or any other Operative Document.

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5.6     MATERIAL ADVERSE CHANGE                                                 

     Since the date of this Agreement and through the Closing, there shall
not have occurred any change or event that would have an Amazon.com Material    
Adverse Effect, except for such changes occurring as a direct result of the     
execution or announcement of this Agreement. Changes in the trading prices of   
Amazon.com Common Stock shall not be deemed to have an Amazon.com Material      
Adverse Effect under this Agreement.                                            

5.7     APPROVALS AND CONSENTS                                                  

       All transfers of permits or licenses and all approvals of or notices to
public agencies, federal, state, local or foreign (including, without           
limitation, all approvals required under the HSR Act), the granting or delivery 
of which is necessary for the consummation of the transactions contemplated     
hereby and by the other Operative Documents or for the continued operation of   
the Company as now operated, shall have been obtained, and all waiting periods  
specified by law shall have passed. All other consents, approvals and notices   
referred to in this Agreement shall have been obtained or delivered.            

5.8     COMPLIANCE WITH LAWS                                                    

       The consummation of the transactions contemplated by this Agreement and
the other Operative Documents shall be legally permitted by all laws and        
regulations to which Amazon.com, the Purchaser or the Company is subject.       

5.9     TAX OPINION                                                             

       The Company shall have received an opinion letter of Goodwin, Procter &
Hoar, LLP, dated the Closing Date, to the effect that the Merger will be treated
as a reorganization within the meaning of Section 368(a) of the Code, which     
opinion shall be based on customary representations of the Company and          
Amazon.com, dated the Closing Date.                                             

5.10    SECRETARY'S CERTIFICATES                                                

 The Company shall have received a certificate of the Secretary of
Amazon.com, in form and substance satisfactory to the Company, as to the        
authenticity and effectiveness of the actions of the Board of Directors of      
Amazon.com authorizing the Merger and the transactions contemplated by this     
Agreement and the other Operative Documents. Copies of Amazon.com's Certificate 
of Incorporation, certified by the Delaware Secretary of State, and Bylaws,     
certified by the Secretary of Amazon.com,                                       

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shall be attached to such certificate. The Company shall have received a        
certificate of the Secretary of the Purchaser, in form and substance            
satisfactory to the Company, as to the authenticity and effectiveness of the    
actions of the Board of Directors and stockholder of the Purchaser authorizing  
the Merger and the transactions contemplated by this Agreement and the other    
Operative Documents. Copies of the Purchaser's Certificate of Incorporation,    
certified by the Delaware Secretary of State, and Bylaws, certified by the      
Secretary of the Purchaser, shall be attached to such certificate.              

5.11    BLUE SKY LAWS                                                           

       Amazon.com shall have received all state securities or blue sky permits
and other authorizations necessary to issue the Closing Date Shares pursuant to 
the Merger.                                                                     

5.12    ESCROW AGREEMENT                                                        

The Escrow Agreement shall have been executed and delivered by  
Amazon.com and the Escrow Agent.                                                

5.13    CONSENT TO ASSUMPTION OF OPTIONS                                        

    All holders of Options that are outstanding immediately prior to the
Effective Time shall have consented to the assumption of the Options by         
Amazon.com on the terms and in the manner set forth in Section 1.7.             

ARTICLE VI - COVENANTS

        Between the date of this Agreement and the Effective Time, or such later
period as set forth in Sections 6.5, 6.7, 6.8, 6.14 and 6.16, the parties       
covenant and agree as set forth in this Article VI.                             

6.1     CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER                   

       Unless Amazon.com shall otherwise agree in writing, the business of the
Company shall be conducted in and only in, and the Company shall not take any   
action except in, the ordinary course of business and in a manner consistent    
with past practice and in accordance with applicable law; and the Company shall 
use its best efforts to preserve intact the business organization of the        
Company, to keep available the services of the current officers, employees and  
consultants of the Company and to preserve the current relationships of the     
Company with, and the goodwill of, customers, suppliers and other Persons with  
which the Company has significant business relations. By way of amplification   
and not limitation, except as otherwise contemplated by this Agreement, the     
Company shall not, between the date of this                                     

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Agreement and the Effective Time, directly or indirectly do, or propose to do,  
any of the following without the prior written consent of Amazon.com:           

        (a) amend or otherwise change the Company's Certificate of
Incorporation or Bylaws;                                                        

            (b) except for the issuance of shares of Company Capital Stock
upon the exercise or conversion of currently outstanding Stock Purchase Rights, 
issue, sell, contract to issue or sell, pledge, dispose of, grant, encumber or  
authorize the issuance, sale, pledge, disposition, grant or Encumbrance of (i)  
any assets of the Company, except in the ordinary course of business and in a   
manner consistent with past practice, (ii) any shares of capital stock of any   
class of the Company, or (iii) any options, warrants, convertible securities or 
other rights of any kind to acquire any shares of such capital stock, or any    
other ownership interest (including, without limitation, any phantom interest)  
of the Company;                                                                 

       (c) declare, set aside, make or pay any dividend or other
distribution, payable in cash, stock or other securities, property or otherwise,
with respect to any of its capital stock;                                       

            (d) reclassify, combine, split, subdivide, redeem, purchase or
otherwise acquire, directly or indirectly, any of its capital stock or other    
securities;                                                                     

        (e) (i) acquire (including, without limitation, by merger,
consolidation, or acquisition of stock or assets) any corporation, partnership, 
other business organization or division thereof or any material amount of       
assets; (ii) incur any indebtedness for borrowed money or issue any debt        
securities or assume, guarantee or endorse, or otherwise as an accommodation    
become responsible for, any obligations of any Person, or make any loans or     
advances, except in the ordinary course of business and consistent with past    
practice; (iii) enter into any contract or agreement other than in the ordinary 
course of business, consistent with past practice; (iv) authorize any single    
capital expenditure which is in excess of $20,000 or capital expenditures which 
are, in the aggregate, in excess of $50,000 for the Company taken as a whole;   
(v) enter into any agreement in which the obligation of the Company exceeds     
$10,000 or which shall not terminate or be subject to termination for           
convenience within 30 days following execution; (vi) license any Technology or  
IP Rights; or (vii) enter into or amend any contract, agreement, commitment or  
arrangement with respect to any matter set forth in this subsection (e);        

          (f) enter into or amend any employment, consulting or agency
agreement, or increase the compensation payable or to become payable to any of  
its                                                                             

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officers, employees, agents or consultants, or grant any severance or           
termination pay to, or enter into any employment or severance agreement with,   
any director, officer or other employee of the Company, or establish, adopt,    
enter into or amend any collective bargaining, bonus, profit sharing, thrift,   
compensation, stock option, restricted stock, pension, retirement, deferred     
compensation, employment, termination, severance, Employee Benefit Plan or other
plan, agreement, trust, fund, policy or arrangement for the benefit of any      
director, officer or employee;                                                  

             (g) take any action, other than reasonable and usual actions in
the ordinary course of business and consistent with past practice, with respect 
to accounting methods, policies or procedures (including, without limitation,   
procedures with respect to the payment of accounts payable and collection of    
accounts receivable);                                                           

       (h) make any Tax election or settle or compromise any Tax
liability;                                                                      

              (i) pay, discharge or satisfy any claim, liability or obligation
(absolute, accrued, asserted or unasserted, contingent or otherwise), other than
the payment, discharge or satisfaction in the ordinary course of business and   
consistent with past practice;                                                  

              (j) take any action that would or is reasonably likely to result
in any of the representations or warranties of the Company set forth in this    
Agreement being untrue in any material respect, or in any covenant of the       
Company set forth in this Agreement being breached, or in any of the conditions 
to the Merger specified in Article IV hereof not being satisfied; or            

(k) agree to do any of the foregoing.             

6.2     ACCESS TO INFORMATION; CONFIDENTIALITY                                  

  Subject to the terms of the Mutual Nondisclosure Agreement between
Amazon.com and the Company entered into as of April 12, 1999, from the date     
hereof to the Effective Time, the Company shall, and shall cause the officers,  
directors, employees and agents of the Company to, afford the officers,         
employees and agents of Amazon.com access at all reasonable times to the        
officers, employees, agents, properties, offices, plants and other facilities,  
books and records of the Company and shall furnish Amazon.com with all          
financial, operating and other data and information as Amazon.com, through its  
officers, employees or agents, may reasonably request. From the date hereof     
until the Effective Time, the Company shall provide Amazon.com with monthly and 
other financial statements of the Company as they become available internally at
the Company, all of which financial statements shall                            

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fairly present the financial position and results of operations of the Company  
as of the dates and for the periods therein specified. No investigation pursuant
to this Section 6.2 shall affect any representation or warranty in this         
Agreement of any party hereto or any condition to the obligations of the parties
hereto. The parties shall continue to comply with and to perform their          
respective obligations under such Mutual Nondisclosure Agreement.               

6.3     NO ALTERNATIVE TRANSACTIONS                                             

       Unless this Agreement shall have been terminated in accordance with its
terms, the Company shall not, directly or indirectly, through any officer,      
director, agent or otherwise, solicit, initiate or encourage the submission of  
any proposal or offer from any Person relating to any acquisition or purchase of
all or any material portion of the assets of, or any equity interest in, the    
Company or any business combination with the Company or participate in any      
negotiations regarding, or furnish to any other Person any information with     
respect to, or otherwise cooperate or negotiate in any way with, or assist or   
participate in, facilitate or encourage, any effort or attempt by any other     
Person to do or seek any of the foregoing. The Company shall notify Amazon.com  
promptly if any such proposal or offer, or any inquiry or contact with any      
Person with respect thereto, is made and shall, in any such notice to           
Amazon.com, indicate in reasonable detail the identity of the Person making such
proposal, offer, inquiry or contact and the terms and conditions of such        
proposal, offer, inquiry or contact. The Company agrees not to release any third
party from, or waive any provision of, any confidentiality or standstill        
agreement (e.g. agreement not to invest in or seek change of control of the     
Company) to which the Company is a party.                                       

6.4     NOTIFICATION OF CERTAIN MATTERS                                         

   Each party shall give prompt notice to the other parties of (a) the
occurrence or nonoccurrence of any event which would be likely to cause any     
representation or warranty made by such party contained in this Agreement to be 
untrue or inaccurate in any material respect and (b) any material failure by    
such party to comply with or satisfy any covenant, condition or agreement to be 
complied with or satisfied by such party hereunder; provided, however, that the 
delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise
affect the rights or remedies available to the parties hereunder.               

6.5     FURTHER ACTION; COMMERCIALLY REASONABLE EFFORTS                         

        Upon the terms and subject to the conditions hereof, each of the parties
hereto shall use commercially reasonable efforts to take, or cause to be taken, 
all appropriate                                                                 

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action, and to do, or cause to be done, all things necessary, proper or         
advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated hereby, including, without limitation, using its  
commercially reasonable efforts to obtain all waivers, licenses, permits,       
consents, approvals, authorizations, qualifications and orders of governmental  
authorities and of other Persons as are necessary for the consummation of the   
transactions contemplated hereby and to fulfill the conditions to the Merger. In
case at any time after the Effective Time any further action is necessary or    
desirable to carry out the purposes of this Agreement or the other Operative    
Documents, each party to this Agreement shall use commercially reasonable       
efforts to promptly take all such action. After the Closing, each party hereto, 
at the request of the other parties, will take any further actions necessary or 
desirable to carry out the purposes of this Agreement or any other Operative    
Document, to vest in the Surviving Corporation full title to all properties,    
assets and rights of the Company, and to effect the issuance of the Amazon.com  
Common Stock to the stockholders of the Company pursuant to the terms and       
conditions hereof.                                                              

6.6     STOCKHOLDER APPROVAL                                                    

   The Company will obtain either the approval at a special meeting of
stockholders or the written consent of the stockholders at the earliest         
practicable date approving this Agreement, the other Operative Documents, the   
Merger and related matters, which approval will be recommended by the Board of  
Directors of the Company.                                                       

6.7     AMAZON.COM COMMON STOCK                                                 

       Amazon.com agrees to list on the Nasdaq National Market, on or prior to
the Closing Date, the Closing Date Shares and those required to be reserved for 
issuance upon exercise of Options assumed in connection with the Merger.        
Amazon.com agrees to list on the Nasdaq National Market, on or prior to the     
Post-Closing Issuance Date, the Post-Closing Shares.                            

6.8     SECURITIES ACT COMPLIANCE                                               

       Amazon.com represents and warrants that the issuance of (a) the Closing
Date Shares will have been registered on or prior to the Closing under the      
Securities Act, pursuant to a registration statement on Form S-4, which shall be
effective as of the Closing and (b) the Post-Closing Shares will have been      
registered on or prior to the Post-Closing Issuance Date under the Securities   
Act, pursuant to a registration statement which shall be effective as of the    
Post-Closing Issuance Date. As a result, the shares of Amazon.com Common Stock  
issuable in the Merger will be freely                                           

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tradable, without restriction under the Securities Act, other than those        
restrictions imposed on affiliates of the Company pursuant to Rule 145(d) under 
the Securities Act and those restrictions imposed on affiliates of Amazon.com   
pursuant to Rule 144 under the Securities Act. For so long as any shares of     
Amazon.com Common Stock issued in connection with the Merger remain subject to  
Rule 145 of the Securities Act, Amazon.com agrees to use commercially reasonable
efforts to timely file all required reports under the Exchange Act, and         
otherwise satisfy the requirements of Rule 144(c) under the Securities Act.     

6.9     DISSENTING SHARES                                                       

        Prior to the Closing Date, the Company shall furnish Amazon.com with the
name and address of each stockholder of the Company who, prior to the Closing,  
has requested appraisal rights pursuant to Delaware Law and the number of       
Dissenting Shares owned by such stockholder.                                    

6.10    PUBLICITY                                                               

     No party to this Agreement shall make, or cause to be made, any press
release or public announcement or otherwise communicate with any news media in  
respect of this Agreement or the transactions contemplated hereby without the   
prior written consent of Amazon.com, which consent shall not be unreasonably    
withheld (and Amazon.com, the Company and the Stockholder Representative, on    
behalf of the Stockholders, shall cooperate as to the timing and content of any 
such press release, announcement or communication), except as such release,     
announcement or communication may be required by governmental authorities, a    
court of competent jurisdiction or applicable law (including, without           
limitation, securities laws affecting Amazon.com's public disclosure            
obligations), in which case the party releasing the information shall use its   
best efforts to provide the information contained therein to Amazon.com, the    
Company and the Stockholder Representative in advance of its disclosure.        

6.11    OPTION GRANTS                                                           

   Promptly following the Effective Date, Amazon.com will act to grant
nonqualified stock options to certain employees of the Company at an exercise   
price per share equal to the Amazon.com Common Stock fair market value as       
determined under the Amazon.com 1999 Stock Option Plan (the "Amazon.com 1999    
Plan") at the first date the plan administrator of the Amazon.com 1999 Plan acts
following the Closing Date. Unless otherwise agreed by Amazon.com and the       
Company in writing, all such stock options granted by Amazon.com shall vest in  
accordance with the                                                             

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standard vesting schedule under the Amazon.com 1999 Plan, except that the       
options granted to Stig Leschly shall vest 20% on the second anniversary of the 
Closing Date, an additional 20% on the third anniversary of the Closing Date,   
and an additional 5% at the end of each three-month period thereafter until     
fully vested.                                                                   

6.12    OPTION SHARES; REGISTRATION                                             

   Amazon.com shall take all corporate action necessary to reserve for
issuance a sufficient number of Amazon.com Common Stock for delivery upon       
exercise of the Options assumed in accordance with Section 1.7.2. Amazon.com    
shall file with respect to shares of Amazon.com Common Stock subject to such    
Options held by individuals who are employees of the Company as of the time the 
registration statement described below becomes effective, a registration        
statement on Form S-8 (or any successor form) to be effective no later than the 
later of (a) the first business day after the Closing Date and (b) the fourth   
business day after the date on which the Audited Financial Statements are       
delivered to the Company. Amazon.com shall use all commercially reasonable      
efforts to maintain the effectiveness of such registration statement or         
registration statements (and maintain the current status of the prospectus or   
prospectuses contained therein) for so long as such Options remain outstanding. 
As a result of such registration, the shares of Amazon.com Common Stock covered 
by such registration statement that are issuable upon the exercise of such      
Options will be freely tradable, without restriction under the Securities Act,  
other than any restrictions imposed on affiliates of the Company pursuant to    
Rule 145(d) under the Securities Act and those restrictions imposed on          
affiliates of Amazon.com pursuant to Rule 144 under the Securities Act. For so  
long as any such shares of Amazon.com Common Stock remain subject to Rule 145 of
the Securities Act, Amazon.com agrees to use commercially reasonable efforts to 
timely file all required reports under the Exchange Act, and otherwise satisfy  
the requirements of Rule 144(c) under the Securities Act.                       

6.13    EMPLOYEE MATTERS                                                        

      Amazon.com shall offer, or cause to be offered, employment with itself
or any Amazon.com Entity to each Central Employee and, as Amazon.com may elect  
in its sole discretion, to such other employees of the Company, such employment 
to commence as soon as is practically possible but in any event primarily in    
Seattle, Washington within two weeks after the Closing and fully in Seattle,    
Washington within six weeks after the Closing. Central Employees and any other  
employees offered employment shall evidence acceptance of such employment offer 
by executing Amazon.com's standard form of Confidentiality, Noncompetition and  
Inventions Agreement, in the form attached hereto as Exhibit 4.12.              

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      At the Effective Time, each employee of the Company who is offered and
accepts employment with an Amazon.com Entity as set forth in this Section will  
be provided with employee benefit plans, programs and arrangements by such      
Amazon.com Entity which in the aggregate are no less favorable to such employee 
than those generally provided from time to time by such Amazon.com Entity to    
similarly situated employees.                                                   

6.14    INDEMNIFICATION                                                         

       Amazon.com agrees that all rights to indemnification existing in favor,
and all limitations on the personal liability, of a director or officer of the  
Company provided for in the Company's Certificate of Incorporation or Bylaws, as
in effect of the date hereof with respect to matters occurring prior to the     
Effective Time, shall, subject to the terms thereof, (a) survive the Merger and 
(b) continue in full force and effect for a period of not less than six years   
from the Closing Date; provided, however, that all rights to indemnification in 
respect of any claim asserted or made within such period shall continue until   
the disposition of such claim.                                                  

6.15    BLUE SKY LAWS                                                           

       Amazon.com shall take such steps as may be necessary to comply with the
securities and blue sky laws of all jurisdictions which are applicable to the   
issuance of the Amazon.com Common Stock in connection with the Merger. The      
Company and the Stockholders shall use commercially reasonable efforts to assist
Amazon.com as may be necessary to comply with the securities and blue sky laws  
of all jurisdictions which are applicable in connection with the issuance of    
Amazon.com Common Stock in connection with the Merger.                          

6.16    HART-SCOTT-RODINO FILINGS                                               

      Amazon.com and the Stockholders agree to make (a) all filings required
under the HSR Act in connection with the Merger (other than those filings       
required with respect to the issuance of the Post-Closing Shares) within three  
business days after the date hereof and (b) any filings required under the HSR  
Act with respect to the issuance of the Post-Closing Shares no less than 45 days
prior to the first anniversary of the Closing Date.                             

6.17    AUDITED FINANCIAL STATEMENTS                                            

        At least four business days prior to the Closing Date, the Company shall
deliver to Amazon.com an audited balance sheet, an audited statement of income  
and expenses, an audited statement of cash flow and an audited statement of     
stockholders                                                                    

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equity of the Company as of and for the fiscal year ended December 31, 1998.    
These audited financial statements shall not reflect any material adverse change
from the Unaudited Financial Statements as at and for the same periods.         

6.18    REPAYMENT OF INDEBTEDNESS, RELEASES OF LIENS                            

Prior to the Effective Time, the Company shall use commercially 
reasonable efforts to pay all amounts owing under the Loan and Security         
Agreement dated October 9, 1998, as amended, between Silicon Valley Bank ("SVB")
and the Company, and under any other lending agreements or arrangements with    
SVB, and to cause SVB to release, prior to the Effective Time, all Encumbrances 
in SVB's favor with respect to any of the Company's assets.                     

6.19    OPTIONHOLDER CONSENTS                                                   

  The Company shall use commercially reasonable efforts to cause the
holders of Options to provide the consents thereof specified in Sections 4.24   
and 5.13 prior to April 30, 1999.                                               

6.20    LINKSHARE AGREEMENT                                                     

  The Company shall use commercially reasonable efforts to amend and
terminate the LinkShare Network Membership Agreement For Merchants, dated March 
16, 1999 (the "LinkShare Agreement"), between LinkShare Corporation and the     
Company, in such a manner that neither Amazon.com nor any of its affiliates will
be subject to the provisions of Section 6.5 thereof after the termination of the
LinkShare Agreement, the consummation of the Merger or the Effective Date.      

6.21    LEASE TERMINATIONS                                                      

   The Company shall use commercially reasonable efforts to terminate,
prior to the Effective Time, the leases referred to on Schedule 2.9(a) to the   
Company Disclosure Memorandum.                                                  

 ARTICLE VIA - COVENANTS OF THE STOCKHOLDERS

6A.1    RESTRICTIONS ON TRANSFER                                                

     Each Stockholder will not sell, transfer, or otherwise dispose of, or
make any offer or agreement relating to any of the foregoing with respect to,   
any shares of Amazon.com Common Stock that the undersigned may acquire in       
connection with the Merger, except: (i) in a transaction permitted pursuant to  
Rule 145 under the Securities                                                   

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Act; (ii) in a transaction otherwise exempt from the registration requirements  
of the Securities Act; or (iii) pursuant to a registration statement under the  
Securities Act.                                                                 

6A.2    EXECUTION OF ALL OPERATIVE DOCUMENTS                                    

   Each Stockholder will execute at or prior to Closing each Operative
Document to which it is a party.                                                

6A.3    AGREEMENT TO VOTE SHARES                                                

  (a) Each Stockholder shall vote or cause to be voted, or execute a
written consent with respect to, his, her or its shares of Company Capital Stock
(i) in favor of adoption and approval of the this Agreement and all transactions
relating hereto or contemplated hereby at every meeting of the stockholders of  
the Company at which such matters are considered and at every adjournment       
thereof and in connection with every proposal to take action by written consent 
with respect thereto, and (ii) against any proposal by a party other than       
Amazon.com or the Purchaser to merge or consolidate with the Company or any     
subsidiary of the Company or to sell all or substantially all the assets of the 
Company or any subsidiary of the Company at every meeting of the stockholders of
the Company at which such matters are considered and at every adjournment       
thereof and in connection with every proposal to take action by written consent 
with respect thereto.                                                           

      (b) Each Stockholder agrees that he, she or it will not, nor will such
Stockholder permit any entity under such Stockholder's control to, deposit any  
shares of Company Capital Stock in a voting trust or subject the shares to any  
agreement, arrangement or understanding with respect to the voting of the shares
inconsistent with this Agreement.                                               

6A.4    LIMITATION ON SALES                                                     

       During the term of this Agreement, each Stockholder agrees not to sell,
assign, transfer, pledge, encumber or otherwise dispose of any of his, her or   
its shares of Company Capital Stock.                                            

6A.5    WAIVER OF DISSENTER'S RIGHTS                                            

   Each Stockholder hereby irrevocably and unconditionally waives, and
agrees to cause to be waived and to prevent the exercise of, any rights of      
appraisal, any dissenters' rights and any similar rights relating to the Merger 
that such Stockholder may have by virtue of the ownership of any shares of      
Company Capital Stock.                                                          

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6A.6    TAXES                                                                   

        Each Stockholder shall timely pay all transfer, documentary, sales, use,
stamp, registration and other Taxes arising from or relating to the transactions
contemplated by this Agreement, to the extent they relate specifically to the   
issuance of shares of Amazon.com Common Stock to such Stockholder, and such     
Stockholder shall, at his, her or its own expense, file all necessary Tax       
Returns and other documentation with respect to all such transfer, documentary, 
sales, use, stamp, registration, and other Taxes.                               

 ARTICLE VII - TERMINATION, AMENDMENT AND WAIVER

7.1     TERMINATION                                                             

       This Agreement may be terminated and the Merger may be abandoned at any
time prior to the Effective Time (notwithstanding any approval of this Agreement
by the stockholders of the Company):                                            

(a) by mutual written consent;                    

            (b) by either the Company or Amazon.com, if the Merger has not
been consummated by June 15, 1999; provided, however, that the right to         
terminate this Agreement under this subsection (b) shall not be available to any
party whose failure to fulfill or cause to be fulfilled any obligation under    
this Agreement has been the cause of, or resulted in, the failure of the        
Effective Time to occur on or before such date;                                 

            (c) by either the Company or Amazon.com, if there shall be any
law or regulation that makes consummation of the Merger illegal or if any       
judgment, injunction, order or decree enjoining Amazon.com, the Purchaser or the
Company from consummating the Merger is entered and such judgment, injunction,  
order or decree shall become final and nonappealable; provided, however, that   
the party seeking to terminate this Agreement pursuant to this subsection (c)   
shall have used all reasonable efforts to remove such judgment, injunction,     
order or decree;                                                                

      (d) by the Company, in the event of a material breach by
Amazon.com of any representation, warranty or agreement contained herein which  
has not been cured or is not curable by June 15, 1999;                          

             (e) by Amazon.com, (i) in the event of a material breach by the
Company or by the Stockholders of any representation, warranty or agreement     
contained herein which has not been cured or is not curable by June 15, 1999 or 
(ii) in                                                                         

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the event (A) Stig Leschly, (B) three or more Primary Key Employees other than  
Mr. Leschly or (C) two or more Primary Key Employees other than Mr. Leschly and 
both Secondary Key Employees shall not have accepted the offer of employment    
pursuant to Section 6.13 within 14 days of the date hereof (or if any such      
acceptance is terminated by such Primary Key Employees or Secondary Key         
Employees prior to the Effective Time).                                         

7.2     EFFECT OF TERMINATION                                                   

     In the event of the termination of this Agreement pursuant to Section
7.1 hereof, there shall be no further obligation on the part of any party       
hereto, except that nothing herein shall relieve any party from liability for   
any willful breach hereof.                                                      

7.3     AMENDMENT                                                               

    This Agreement may not be amended except by an instrument in writing
signed by Amazon.com, the Purchaser, the Company and Stockholders holding an    
aggregate of at least 90% of the Company Common Stock (including Common         
Conversion Shares) then outstanding; provided, however, that after approval of  
this Agreement by the Stockholders, no amendment will be made which by          
applicable law requires the further approval of the Company's stockholders      
without obtaining such further approval.                                        

7.4     WAIVER                                                                  

      At any time prior to the Effective Time, Amazon.com may (a) extend the
time for the performance of any obligation or other act of the Company or the   
Stockholders, (b) waive any inaccuracy in the representations and warranties of 
the Company or the Stockholders contained herein or in any document delivered   
pursuant hereto, or (c) waive compliance with any agreement of the Company or   
the Stockholders or any condition to the obligations of Amazon.com and the      
Purchaser contained herein. At any time prior to the Effective Time, the Company
may (a) extend the time for the performance of any obligation or other act of   
Amazon.com or the Purchaser, (b) waive any inaccuracy in the representations and
warranties of Amazon.com or the Purchaser contained herein or in any document   
delivered pursuant hereto, or (c) waive compliance with any agreement of        
Amazon.com or the Purchaser or any condition to the obligations of the Company  
contained herein. Any such extension or waiver shall be valid only if set forth 
in an instrument in writing signed by the party or parties to be bound thereby. 

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 ARTICLE VIII - SURVIVAL AND INDEMNIFICATION

8.1     SURVIVAL                                                                

        All representations and warranties contained in this Agreement or in the
other Operative Documents or in any certificate delivered pursuant hereto or    
thereto shall survive the Closing for a period of one year after the Effective  
Time (the "Survival Period"), and shall not be deemed waived or otherwise       
affected by any investigation made or any knowledge acquired with respect       
thereto, or by any notice delivered pursuant to Section 6.4 hereof; provided,   
however, that any claim based on fraud shall survive the Closing indefinitely.  
The covenants and agreements contained in this Agreement or in the other        
Operative Documents shall survive the Closing and shall continue until all      
obligations with respect thereto shall have been performed or satisfied or shall
have been terminated in accordance with their terms.                            

8.2     INDEMNIFICATION BY THE STOCKHOLDERS                                     

   Subject to the limitations set forth in this Article VIII, from and
after the Closing, each Stockholder shall indemnify and hold Amazon.com, its    
officers, directors and affiliates (as "affiliate" is defined in Rule 12b-2 of  
the Exchange Act) (the "Amazon.com Indemnified Parties") harmless from and      
against, and shall reimburse, on a net after-tax basis (after taking into       
account any Taxes imposed on the receipt of the reimbursement and any Tax       
benefits actually utilized in reducing its Taxes), the Amazon.com Indemnified   
Parties for, any and all losses, damages, debts, liabilities, obligations,      
judgments, orders, awards, writs, injunctions, decrees, fines, penalties, Taxes,
costs or expenses (including, but not limited to, any reasonable legal or       
accounting fees or expenses and any Taxes or other costs or damages arising     
under, caused by or related to Section 280G of the Code or any comparable       
provision of state, local or foreign law) ("Losses") arising out of (i) any     
inaccuracy or misrepresentation in, or breach of, any representation or warranty
made by the Company or such Stockholder in this Agreement or in any other       
Operative Document; (ii) any failure by the Company or such Stockholder to      
perform or comply, in whole or in part, with any covenant or agreement in this  
Agreement or in any other Operative Document; or (iii) any liability for        
withholding Taxes imposed with respect to any Merger Consideration payable to   
Stockholders. If Amazon.com cannot utilize a Tax benefit generated by any       
Losses, Amazon.com shall repay to the Stockholder Representative, on behalf of  
the Stockholders, an amount equal to such Tax benefit when and in the amount    
utilized, but in no event greater than the amount paid by the Stockholders under
this Section 8.2 with respect to such Losses.                                   

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8.3     INDEMNIFICATION BY AMAZON.COM                                           

   Subject to the limitations set forth in this Article VIII, from and
after the Closing, Amazon.com shall indemnify and hold the Stockholders harmless
from and against, and shall reimburse the Stockholders for, any and all Losses  
arising out of (i) any inaccuracy or misrepresentation in, or breach of, any    
representation or warranty made by Amazon.com or the Purchaser in this Agreement
or in any other Operative Document; or (ii) any failure by Amazon.com or the    
Purchaser to perform or comply, in whole or in part, with any covenant or       
agreement in this Agreement or in any other Operative Document.                 

8.4     THRESHOLD AND LIMITATIONS; ADJUSTMENT OF MERGER CONSIDERATION           

       (a) No Amazon.com Indemnified Party or Stockholder shall be entitled to
receive any indemnification payment with respect to any claims for              
indemnification under this Article VIII ("Claims") until the aggregate Losses   
for which the Amazon.com Indemnified Parties or the Stockholders, as the case   
may be, would otherwise be entitled to receive indemnification exceed $200,000  
(the "Threshold"); provided, however, that once such aggregate Losses exceed the
Threshold, the Amazon.com Indemnified Parties or the Stockholders, as the case  
may be, shall be entitled to indemnification for the aggregate amount of all    
Losses without regard to the Threshold; and, provided further, that the         
Amazon.com Indemnified Parties and the Stockholders (collectively, the          
"Indemnified Parties") shall be entitled to indemnification for all Losses based
upon a claim of fraud without regard to the Threshold.                          

(b) Except for Losses based upon a claim of fraud, the aggregate
liability of any Stockholder under this Article VIII shall be limited to such   
Stockholder's Escrow Shares. For Losses based upon a claim of fraud, the        
aggregate liability of any Stockholder under this Article VIII shall be limited 
to a dollar amount equal to the sum of (i) the product of the Closing Price     
multiplied by the number of Closing Date Shares such Stockholder receives in    
connection with the Merger, plus (ii) the product of the Post-Closing Price     
multiplied by the number of Post-Closing Shares such Stockholder receives in    
connection with the Merger. Except for Losses based on fraud, the Amazon.com    
Indemnified Parties shall not be entitled to pursue any Claims against a        
Stockholder directly or personally and the sole recourse of the Amazon.com      
Indemnified Parties shall be to make Claims against the Escrow Shares of such   
Stockholder in accordance with the terms of the Escrow Agreement. In the event  
of any Claim based upon fraud by a Stockholder (but not based on fraud by the   
Company), the Amazon.com Indemnified Parties shall be entitled to pursue the    
Claim only against such Stockholder and any other Stockholders participating in 
the fraud. In                                                                   

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the event of any Claim based upon fraud by the Company, the Amazon.com          
Indemnified Parties shall be entitled to pursue the Claim against all           
Stockholders.                                                                   

   (c) An indemnifying party shall not be obligated to defend and hold
harmless an Indemnified Party, or otherwise be liable to such party, with       
respect to any claims made by the Indemnified Party after the expiration of the 
applicable time period as set forth in Section 8.1 hereof. Notwithstanding the  
foregoing, indemnity may be sought after the expiration of the Survival Period  
pursuant to this Article VIII if a Claim Notice (as defined in Section 8.5(a)   
hereof) shall have been delivered to the Stockholder Representative, on behalf  
of the Stockholders, or to Amazon.com, as the case may be, prior to the         
expiration of the Survival Period.                                              

  (d) The indemnification obligations of the Stockholders under this
Article VIII (including, without limitation, with respect to any Claim based on 
fraud) shall be satisfied, first, by means of the release from escrow to the    
Amazon.com Indemnified Parties of Escrow Shares in accordance with the          
provisions of the Escrow Agreement. The number of Escrow Shares to be released  
from escrow to the Amazon.com Indemnified Parties in payment of any Claims shall
be determined by dividing (x) the aggregate dollar amount of such Claims by (y) 
the Closing Price. The aggregate value of Claims paid by means of such release  
of Escrow Shares shall be deemed to reduce the total Merger Consideration       
otherwise payable to the Stockholders pursuant to Section 1.7 of this Agreement.
Any such Claims shall be deemed to reduce the Escrow Shares, pro rata with      
respect to each Stockholder, as determined by reference to the number of Closing
Date Shares such Stockholder is entitled to receive in the Merger as compared to
all other Stockholders; provided, however, that any Claims paid with respect to 
any Loss related to any representation, warranty, covenant or agreement of a    
Stockholder or based upon fraud by a Stockholder shall not result in a pro rata 
reduction of the Escrow Shares but shall reduce only the Escrow Shares of such  
Stockholder.                                                                    

8.5     PROCEDURE FOR INDEMNIFICATION                                           

       (a) An Indemnified Party shall give written notice (the "Claim Notice")
of any Claim for indemnification under this Article VIII to the Stockholder     
Representative, on behalf of the Stockholders, or to Amazon.com, as the case may
be, reasonably promptly after the assertion against the Indemnified Party of any
claim by a third party (a "Third Party Claim") or, if such Claim is not in      
respect of a Third Party Claim, reasonably promptly after the discovery of facts
upon which the Indemnified Party intends to base a Claim for indemnification    
pursuant to this Article VIII; provided, however, that the failure or delay to  
so notify the Stockholder Representative or Amazon.com, as the case may be,     
shall not relieve the indemnifying party of any                                 

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obligation or liability that the indemnifying party may have to the Indemnified 
Party except to the extent that the indemnifying party demonstrates that his,   
her or its ability to defend or resolve such Claim is adversely affected        
thereby. Any such Claim Notice shall describe the facts and circumstances on    
which the asserted Claim for indemnification is based and shall include the     
amount of the indemnifiable Losses (or, if such amount is not then determined, a
good faith estimate thereof) and the basis for the determination of the amount  
of such Losses.                                                                 

   (b)    (i) (A) Subject to the rights of or duties to any insurer or
other third party having potential liability therefor, the Stockholder          
Representative, on behalf of the Stockholders, shall have the right, upon       
written notice given by the Stockholder Representative to the Amazon.com        
Indemnified Party within 30 days after receipt by the Stockholder Representative
of the notice from the Amazon.com Indemnified Party of any Third Party Claim, to
assume the defense or handling of such Third Party Claim, at the Stockholders'  
sole expense, in which case the provisions of Section 8.5(b)(ii) hereof shall   
govern; provided, however, that, notwithstanding the foregoing, Amazon.com may  
elect to assume the defense and handle any such Third Party Claim if it         
determines in good faith that the resolution of such Third Party Claim could    
result in an adverse impact on the business, operations, assets, liabilities    
(absolute, accrued, contingent or otherwise), condition (financial or otherwise)
or prospects of Amazon.com, in which case the provisions of Section 8.5(c)(ii)  
hereof shall govern.                                                            

                (B) Subject to the rights of or duties to any insurer or
other third party having potential liability therefor, Amazon.com shall have the
right, upon written notice given by Amazon.com to the Stockholder Representative
within 30 days after receipt by Amazon.com of the notice from a Stockholder of  
any Third Party Claim, to assume the defense or handling of such Third Party    
Claim, at Amazon.com's sole expense, in which case the provisions of Section    
8.5(b)(ii) hereof shall govern                                                  

   (ii) The Stockholder Representative, on behalf of the
Stockholders, or Amazon.com, as the case may be, shall select counsel reasonably
acceptable to the Indemnified Party in connection with conducting the defense or
handling of such Third Party Claim, and the Stockholder Representative or       
Amazon.com, as the case may be, shall defend or handle the same in consultation 
with the Indemnified Party and shall keep the Indemnified Party timely apprised 
of the status of such Third Party Claim. Neither the Stockholder Representative 
nor Amazon.com, as the case may be, shall, without the prior written consent of 
the Indemnified Party, agree to a settlement of any Third Party Claim, unless   
(A) the settlement provides an unconditional release and discharge of the       
Indemnified Party and the Indemnified Party is reasonably satisfied             

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with such discharge and release and (B) with respect to any Claim by an         
Amazon.com Indemnified Party, Amazon.com shall not have reasonably objected to  
any such settlement on the ground that the circumstances surrounding the        
settlement could result in an adverse impact on the business, operations,       
assets, liabilities (absolute, accrued, contingent or otherwise), condition     
(financial or otherwise) or prospects of Amazon.com. The Indemnified Party shall
cooperate with the Stockholder Representative or Amazon.com, as the case may be,
and shall be entitled to participate in the defense or handling of such Third   
Party Claim with its own counsel and at its own expense.                        

    (c)   (i)    (A) If (x) the Stockholder Representative does not give
written notice to the Amazon.com Indemnified Party pursuant to Section          
8.5(b)(i)(A) within 30 days after receipt of the notice from the Amazon.com     
Indemnified Party of any Third Party Claim of the Stockholder Representative's  
election to assume the defense or handling of such Third Party Claim or (y)     
Amazon.com elects to assume the defense and the handling of such Third Party    
Claim pursuant to the proviso in Section 8.5(b)(i)(A), the provisions of Section
8.5(c)(ii) hereof shall govern.                                                 

               (B) If Amazon.com does not give written notice to the
Stockholder Representative pursuant to Section 8.5(b)(i)(B) within 30 days after
receipt of the notice from a Stockholder of any Third Party Claim of            
Amazon.com's election to assume the defense or handling of such Third Party     
Claim, the provisions of Section 8.5(c)(ii) hereof shall govern.                

         (ii) The Indemnified Party may, at the indemnifying party's
expense , select counsel reasonably acceptable to the indemnifying party in     
connection with conducting the defense or handling of such Third Party Claim and
defend or handle such Third Party Claim in such manner as the Indemnified Party 
may deem appropriate and in consultation with the indemnified party; provided,  
however, that the Indemnified Party shall keep the Stockholder Representative or
Amazon.com, as the case may be, timely apprised of the status of such Third     
Party Claim and shall not settle such Third Party Claim without the prior       
written consent of the Stockholder Representative or Amazon.com, as the case may
be, which consent shall not be unreasonably withheld. If the Indemnified Party  
defends or handles such Third Party Claim, the indemnifying party shall         
cooperate with the Indemnified Party and shall be entitled to participate in the
defense or handling of such Third Party Claim with its own counsel and at its   
own expense.                                                                    

8.6     REMEDIES; SPECIFIC PERFORMANCE                                          

    Except as otherwise provided, the indemnification provisions of this

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Article VIII are the sole and exclusive remedy of any party to this Agreement   
for a breach of any representation, warranty or covenant contained herein.      
Notwithstanding the preceding sentence, each of the parties acknowledges and    
agrees that the other parties hereto would be damaged irreparably in the event  
any of the provisions of this Agreement are not performed in accordance with    
their specific terms or otherwise are breached. Accordingly, each of the parties
hereto agrees that the other parties hereto shall be entitled to an injunction  
to prevent breaches of the provisions of this Agreement and to enforce          
specifically this Agreement and the terms and provisions hereof (including the  
indemnification provisions hereof) in any competent court having jurisdiction   
over the parties, in addition to any other remedy to which they may be entitled 
at law or in equity.                                                            

ARTICLE IX - GENERAL

9.1     TAX MATTERS                                                             

All of the parties hereto shall cooperate, as and to the extent 
reasonably requested, in connection with the preparation of any Tax Return and  
any audit, investigation, litigation or other action with respect to Taxes that 
may be instituted after the Closing.                                            

9.2     EXPENSES                                                                

     Regardless of whether the transactions contemplated by this Agreement
are consummated, each party shall pay its own fees and expenses (including,     
without limitation, legal fees and expenses and filing fees under the HSR Act)  
incident to the negotiation, preparation and execution of this Agreement and the
other Operative Documents; provided, however, that all fees and expenses        
incurred by or on behalf of the Company in excess of $250,000 in connection with
the transactions contemplated by this Agreement or the other Operative Documents
shall be the sole joint and several responsibility of the Stockholders; and,    
provided further, that, should any action be brought hereunder, the attorneys'  
fees and expenses of the prevailing party shall be paid by the other party to   
such action.                                                                    

9.3     NOTICES                                                                 

       Any notice, request or demand desired or required to be given hereunder
shall be in writing given by personal delivery, confirmed facsimile             
transmission, or overnight courier service, in each case addressed as           
respectively set forth below or to such other address as any party shall have   
previously designated by such a notice. The effective date of any notice,       
request or demand shall be the date of personal delivery,                       

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the date on which successful facsimile transmission is confirmed or the date    
actually delivered by a reputable overnight courier service, as the case may be,
in each case properly addressed as provided herein and with all charges prepaid.

TO AMAZON.COM OR THE PURCHASER:                                 

Amazon.com, Inc.                                  
1516 Second Avenue                                
Seattle, Washington  98101                        
Fax: (206) 834-7010                               
Attention:  Legal                                 

with a copy to:                                                 

Perkins Coie LLP                                  
1201 Third Avenue, 40th Floor                     
Seattle, Washington 98101-3099                    
Fax: (206) 583-8500                               
Attention:  Scott L. Gelband                      

TO THE COMPANY:                                                 

e-Niche Incorporated                              
875 Massachusetts Avenue, 6th Floor               
Cambridge, Massachusetts  02139                   
Fax:  (617) 491-7004                              
Attention:  Stig Leschly                          

with a copy to:                                                 

Goodwin, Procter & Hoar LLP                       
Exchange Place                                    
Boston, Massachusetts  02109-2881                 
Fax:  (617) 523-1231                              
Attention:  Kevin M. Dennis                       

TO THE STOCKHOLDER REPRESENTATIVE:                              

Stig Leschly                                      
c/o e-Niche Incorporated                          
875 Massachusetts Avenue, 6th Floor               
Cambridge, Massachusetts  02139                   

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Fax:  (617) 491-7004                              

with a copy to:                                                 

Goodwin, Procter & Hoar LLP                       
Exchange Place                                    
Boston, Massachusetts  02109-2881                 
Fax:  (617) 523-1231                              
Attention:  Kevin M. Dennis                       

9.4     SEVERABILITY                                                            

       If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other     
conditions and provisions of this Agreement shall nevertheless remain in full   
force and effect so long as the economic or legal substance of the transactions 
contemplated hereby is not affected in any manner adverse to any party. Upon    
such determination that any term or other provision is invalid, illegal or      
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as     
closely as possible in a mutually acceptable manner in order that the           
transactions contemplated hereby be consummated as originally contemplated to   
the fullest extent possible.                                                    

9.5     ENTIRE AGREEMENT                                                        

This Agreement, the Mutual Nondisclosure Agreement and the other
Operative Documents constitute the entire agreement among the parties with      
respect to the subject matter hereof and thereof and supersede all prior        
agreements and undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof and thereof.                    

9.6     ASSIGNMENT                                                              

      This Agreement shall not be assigned prior to the Closing by operation
of law or otherwise; provided, however, that the Purchaser's rights and         
obligations may be assigned to and assumed by Amazon.com or by any other        
corporation wholly owned (directly or through intermediate wholly-owned         
subsidiaries) by Amazon.com.                                                    

9.7     PARTIES IN INTEREST                                                     

       This Agreement shall be binding upon and inure solely to the benefit of
the parties hereto and their respective successors, heirs, legal representatives
and permitted                                                                   

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assigns, and nothing in this Agreement, express or implied, is intended to or   
shall confer upon any other Person any right, benefit or remedy of any nature   
whatsoever under or by reason of this Agreement.                                

9.8     GOVERNING LAW                                                           

      This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware applicable to contracts executed in and to be 
performed in that state. All actions and proceedings arising out of or relating 
to this Agreement shall be heard and determined in any Delaware state or federal
court.                                                                          

9.9     HEADINGS                                                                

     The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or    
interpretation of this Agreement.                                               

9.10    COUNTERPARTS                                                            

    This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto  
in separate counterparts, each of which when executed and delivered shall be    
deemed to be an original but all of which taken together shall constitute one   
and the same agreement. To expedite the process of entering into this Agreement,
the parties acknowledge that Transmitted Copies of this Agreement will be       
equivalent to original documents until such time as original documents are      
completely executed and delivered. "Transmitted Copies" will mean copies that   
are reproduced or transmitted via photocopy, facsimile or other process of      
complete and accurate reproduction and transmission.                            

9.11    WAIVER OF JURY TRIAL                                                    

   Amazon.com, the Company, the Purchaser and each of the Stockholders
hereby irrevocably waives all right to trial by jury in any action, proceeding  
or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to this Agreement, the transactions contemplated hereby or the actions 
of such parties in the negotiation, administration, performance and enforcement 
hereof.                                                                         

[Remainder of this page intentionally left blank.]

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        IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement and Plan of Merger as of the date and year first above written.       

                        AMAZON.COM, INC.

                            By /s/ Randy Tinsley
                                              ----------------------------------
                      Its  Treasurer
                                              ----------------------------------

                                 AMAZON.COM AUCTIONS, INC.

                            By /s/ Randy Tinsley
                                              ----------------------------------
                      Its  Treasurer
                                              ----------------------------------

                            E-NICHE INCORPORATED

                           By /s/ Stig Leschly
                                              ----------------------------------
                            Its  President & CEO
                                              ----------------------------------

                     STOCKHOLDERS:

                          /s/ Stig Leschly
                                            ------------------------------------
                    Stig Leschly

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/s/ Sri Rao       
                              --------------------------------------------------
Sri Rao             

             POLARIS VENTURE PARTNERS II, L.P.
                           By:   Polaris Venture Management Co. II, L.L.C.
           Its General Partner

By  /s/ John Gannon 
                                ------------------------------------------------
Its                 
                                ------------------------------------------------

                            POLARIS VENTURE PARTNERS FOUNDERS' FUND II, L.P.
                           By:   Polaris Venture Management Co. II, L.L.C.
           Its General Partner

By  /s/ John Gannon 
                                ------------------------------------------------
Its                 
                                ------------------------------------------------

ACCEL VI L.P.       
            By:   Accel VI Associates L.L.C.
           Its General Partner

      By  /s/ G. Carter Sednaoui
                                ------------------------------------------------
Its                 
                                ------------------------------------------------

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        ACCEL INTERNET FUND II, L.P.
                          By:   Accel Internet Fund II Associates L.L.C.
           Its General Partner

       By   /s/ G. Carter Sednaoui
                                ------------------------------------------------
Its                 
                                ------------------------------------------------

  ACCEL KEIRETSU VI L.P.
                     By:   Accel Keiretsu VI Associates L.L.C.
           Its General Partner

      By  /s/ G. Carter Sednaoui
                                ------------------------------------------------
Its                 
                                ------------------------------------------------

    ACCEL INVESTORS '98 L.P.

      By  /s/ G. Carter Sednaoui
                                ------------------------------------------------
Its                 
                                ------------------------------------------------

       THE WASHINGTON POST COMPANY

      By  /s/ John B. Morse, Jr.
                                ------------------------------------------------
Its                 
                                ------------------------------------------------

/s/ Lotte Leschly 
                              --------------------------------------------------
Lotte Leschly       

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/s/ George Conrades 
                              --------------------------------------------------
George Conrades     

/s/ Mitch Kapor     
                              --------------------------------------------------
Mitch Kapor         

/s/ Russell Carson  
                              --------------------------------------------------
Russell Carson      

/s/ Bill Sahlman    
                              --------------------------------------------------
Bill Sahlman        

/s/ Frank O'Connell 
                              --------------------------------------------------
Frank O'Connell     

 /s/ Kosmo Kallierekos
                              --------------------------------------------------
Kosmo Kallierekos   

   /s/ Virginia M. Turezyn
                              --------------------------------------------------
Virginia M. Turezyn 

/s/ Tom Cohen       
                              --------------------------------------------------
Tom Cohen           

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 FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER

      This First Amendment to Agreement and Plan of Merger (this "Amendment") is
made and entered into as of May 7, 1999, by and among Amazon.com, Inc., a       
Delaware corporation ("Amazon.com"), Amazon.com Auctions, Inc., a Delaware      
corporation and wholly owned subsidiary of Amazon.com (the "Purchaser"), e-Niche
Incorporated, a Delaware corporation (the "Company"), and all the stockholders  
of the Company (the "Stockholders").                                            

RECITALS

      A. Amazon.com, the Purchaser, the Company and the Stockholders are all the
parties to the Agreement and Plan of Merger dated as of April 24, 1999 (the     
"Agreement"), pursuant to which the parties have agreed that, on the terms and  
subject to the conditions of the Agreement, the Company shall be merged with and
into the Purchaser, with the Purchaser being the surviving corporation.         

    B. Amazon.com, the Purchaser, the Company and the Stockholders desire to
amend the Agreement as set forth herein.                                        

   C. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned thereto in the Agreement.                            

 AGREEMENT

NOW, THEREFORE, in consideration of the premises and other good and 
valuable consideration, the receipt and sufficiency of which are hereby         
acknowledged, the parties hereto agree as follows:                              

1.    AMENDMENT OF AGREEMENT AND PLAN OF MERGER                                 

The parties hereby modify and amend the Agreement as follows:       

   (a) By deleting the name "Stig Leschly" in Section 1.8 of the Agreement
and by substituting in lieu thereof the name "Jonathan A. Flint".               

(b) By deleting the name of and the address information for the     
Stockholder Representative in Section 9.3 of the Agreement and by substituting  
in lieu thereof the following:                                                  

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"Jonathan A. Flint                                      
c/o Polaris Venture Partners                            
1000 Winter Street, Suite 3350                          
Waltham, Massachusetts  02451-1215                      
Fax:  (781) 290-0880"                                   

  (c) By adding to the end of Section 2.4 of the Agreement the following
sentence:                                                                       

   "If the subsidiary set forth in Schedule 2.4 to the Company
           Disclosure Schedule were deemed to be the "Company" for purposes of
   the representations and warranties in this Article II, such
       representations and warranties would be true and correct in all
           material respects with respect to such subsidiary, other than those
 in Section 2.3 and in the first sentence of Section 2.1."

(d) By deleting the reference to "Amazon.com" in Section 4.22 of the
Agreement and by substituting in lieu thereof "the Company".                    

  (e) By deleting Section 8.4(d) of the Agreement in its entirety and by
substituting in lieu thereof the following Section 8.4(d):                      

            " (d) The indemnification obligations of the Stockholders under this
        Article VIII (including, without limitation, with respect to any
        Claim based on fraud) shall be satisfied, first, by means of the
      release from escrow to Amazon.com, on behalf of the Amazon.com
    Indemnified Parties, of Escrow Shares in accordance with the
          provisions of the Escrow Agreement. The number of Escrow Shares to
            be released from escrow to Amazon.com in payment of any Claims shall
         be determined by dividing (x) the aggregate dollar amount of such
           Claims by (y) the Closing Price. The aggregate value of Claims paid
           by means of such release of Escrow Shares shall be deemed to reduce
            the total Merger Consideration otherwise payable to the Stockholders
           pursuant to Section 1.7 of this Agreement. Any such Claims shall be
         deemed to reduce the Escrow Shares, pro rata with respect to each
        Stockholder, as determined by reference to the number of Closing
            Date Shares such Stockholder is entitled to receive in the Merger as
       compared to all other Stockholders; provided, however, that any
           Claims paid with respect to any Loss related to any representation,
            warranty, covenant or agreement of a Stockholder or based upon fraud
by a Stockholder shall not result in a pro rata         

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       reduction of the Escrow Shares but shall reduce only the Escrow
Shares of such Stockholder."                            

  (f) By deleting Sections 8.5(a), (b) and (c) of the Agreement in their
entirety and by substituting in lieu thereof the following Sections 8.5(a), (b) 
and (c):                                                                        

          " (a) Amazon.com, on behalf of the Amazon.com Indemnified Parties,
          and the Stockholder Representative, on behalf of the Stockholders,
       shall give written notice (the "Claim Notice") of any Claim for
  indemnification under this Article VIII to the Stockholder
          Representative or to Amazon.com, as the case may be, as well as to
           the Escrow Agent reasonably promptly after the assertion against an
       Indemnified Party of any claim by a third party (a "Third Party
           Claim") or, if such Claim is not in respect of a Third Party Claim,
       reasonably promptly after the discovery of facts upon which the
     Indemnified Party intends to base a Claim for indemnification
          pursuant to this Article VIII; provided, however, that the failure
           or delay to so notify the Stockholder Representative or Amazon.com,
     as the case may be, or the Escrow Agent shall not relieve the
  indemnifying party of any obligation or liability that the
          indemnifying party may have to the Indemnified Party except to the
            extent that the indemnifying party demonstrates that his, her or its
     ability to defend or resolve such Claim is adversely affected
   thereby. Any such Claim Notice shall describe the facts and
        circumstances on which the asserted Claim for indemnification is
           based and shall include the amount of the indemnifiable Losses (or,
    if such amount is not then determined, a good faith estimate
       thereof), the basis for the determination of the amount of such
         Losses and, if the Claim is asserted against less than all of the
        Stockholders, the identity of such Stockholders against whom the
Claim is asserted.                                      

                 (b) (i) (A) Subject to the rights of or duties to any insurer
     or other third party having potential liability therefor, the
        Stockholder Representative, on behalf of the Stockholders, shall
    have the right, upon written notice given by the Stockholder
 Representative to Amazon.com, on behalf of the Amazon.com
          Indemnified Party, within 30 days after receipt by the Stockholder
       Representative of the notice from Amazon.com of any Third Party
           Claim, to assume the defense or handling of such Third Party Claim,
          at the Stockholders' sole expense, in which case the provisions of
Section 8.5(b)(ii) hereof shall govern; provided,       

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          however, that, notwithstanding the foregoing, Amazon.com may elect
         to assume the defense and handle any such Third Party Claim if it
        determines in good faith that the resolution of such Third Party
            Claim could result in an adverse impact on the business, operations,
         assets, liabilities (absolute, accrued, contingent or otherwise),
         condition (financial or otherwise) or prospects of Amazon.com, in
            which case the provisions of Section 8.5(c)(ii) hereof shall govern.

                         (B) Subject to the rights of or duties to any
         insurer or other third party having potential liability therefor,
     Amazon.com shall have the right, upon written notice given by
         Amazon.com to the Stockholder Representative within 30 days after
           receipt by Amazon.com of the notice from a Stockholder of any Third
          Party Claim, to assume the defense or handling of such Third Party
            Claim, at Amazon.com's sole expense, in which case the provisions of
Section 8.5(b)(ii) hereof shall govern.                 

                     (ii) The Stockholder Representative, on behalf of the
     Stockholders, or Amazon.com, as the case may be, shall select
            counsel reasonably acceptable to the Indemnified Party in connection
          with conducting the defense or handling of such Third Party Claim,
         and the Stockholder Representative or Amazon.com, as the case may
    be, shall defend or handle the same in consultation with the
     Indemnified Party and shall keep the Indemnified Party timely
     apprised of the status of such Third Party Claim. Neither the
      Stockholder Representative nor Amazon.com, as the case may be,
          shall, without the prior written consent of the Indemnified Party,
      agree to a settlement of any Third Party Claim, unless (A) the
         settlement provides an unconditional release and discharge of the
           Indemnified Party and the Indemnified Party is reasonably satisfied
            with such discharge and release and (B) with respect to any Claim by
         or on behalf of an Amazon.com Indemnified Party, Amazon.com shall
         not have reasonably objected to any such settlement on the ground
            that the circumstances surrounding the settlement could result in an
       adverse impact on the business, operations, assets, liabilities
          (absolute, accrued, contingent or otherwise), condition (financial
       or otherwise) or prospects of Amazon.com. The Indemnified Party
          shall cooperate with the Stockholder Representative or Amazon.com,
as the case may be, and shall be entitled to            

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        participate in the defense or handling of such Third Party Claim
with its own counsel and at its own expense.            

              (c) (i) (A) If (x) the Stockholder Representative does not
          give written notice to Amazon.com pursuant to Section 8.5(b)(i)(A)
         within 30 days after receipt of the notice from Amazon.com of any
         Third Party Claim of the Stockholder Representative's election to
       assume the defense or handling of such Third Party Claim or (y)
        Amazon.com elects to assume the defense and the handling of such
          Third Party Claim pursuant to the proviso in Section 8.5(b)(i)(A),
 the provisions of Section 8.5(c)(ii) hereof shall govern.

                             (B) If Amazon.com does not give written notice to
       the Stockholder Representative pursuant to Section 8.5(b)(i)(B)
            within 30 days after receipt of the notice from a Stockholder of any
           Third Party Claim of Amazon.com's election to assume the defense or
     handling of such Third Party Claim, the provisions of Section
8.5(c)(ii) hereof shall govern.                         

                   (ii) The Indemnified Party may, at the indemnifying
     party's expense , select counsel reasonably acceptable to the
       indemnifying party in connection with conducting the defense or
          handling of such Third Party Claim and defend or handle such Third
    Party Claim in such manner as the Indemnified Party may deem
   appropriate and in consultation with the indemnified party;
    provided, however, that the Indemnified Party shall keep the
            Stockholder Representative or Amazon.com, as the case may be, timely
      apprised of the status of such Third Party Claim and shall not
          settle such Third Party Claim without the prior written consent of
         the Stockholder Representative or Amazon.com, as the case may be,
            which consent shall not be unreasonably withheld. If the Indemnified
         Party defends or handles such Third Party Claim, the indemnifying
     party shall cooperate with the Indemnified Party and shall be
        entitled to participate in the defense or handling of such Third
 Party Claim with its own counsel and at its own expense."

    (g) By replacing Schedule 2.8(i) to the Company Disclosure Schedule with
the revised Schedule 2.8(i) attached hereto.                                    

(h) By replacing Exhibit 1.7.2(c) to the Agreement with the revised 
Exhibit 1.7.2(c) attached hereto.                                               

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2.    EFFECT ON AGREEMENT AND PLAN OF MERGER                                    

    Except as specifically amended and modified by this Amendment, the terms
and provisions of the Agreement remain unchanged and in full force and effect.  
All references in the Agreement or the other Operative Documents or otherwise to
the Agreement shall hereinafter refer to the Agreement as amended by this       
Amendment.                                                                      

3.    MISCELLANEOUS                                                             

      (a) This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Delaware applicable to contracts executed in and to be 
performed in that state. All actions and proceedings arising out of or relating 
to this Amendment shall be heard and determined in any Delaware state or federal
court.                                                                          

     (b) The descriptive headings contained in this Amendment are included for
convenience of reference only and shall not affect in any way the meaning or    
interpretation of this Amendment.                                               

    (c) This Amendment may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto  
in separate counterparts, each of which when executed and delivered shall be    
deemed to be an original but all of which taken together shall constitute one   
and the same agreement. To expedite the process of entering into this Amendment,
the parties acknowledge that Transmitted Copies of this Amendment will be       
equivalent to original documents until such time as original documents are      
completely executed and delivered.                                              

[Remainder of this page intentionally left blank.]

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    IN WITNESS WHEREOF, the parties hereto have entered into and signed this
First Amendment to Agreement and Plan of Merger as of the date and year first   
above written.                                                                  

                AMAZON.COM, INC.

                      By   /s/ Randy Tinsley
                                             -----------------------------------
                                 Its: Vice President and Treasurer

                         AMAZON.COM AUCTIONS, INC.

                      By   /s/ Randy Tinsley
                                             -----------------------------------
              Its: Treasurer

                    E-NICHE INCORPORATED

                     By   /s/ Stig Leschly
                                             -----------------------------------
        Its: CEO

             STOCKHOLDERS:

                /s/ Stig Leschly
                                        ----------------------------------------
            Stig Leschly

           /s/ Sri Rao
                                        ----------------------------------------
       Sri Rao

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                                 POLARIS VENTURE PARTNERS II, L.P.

                                      By: Polaris Venture Management Co. II,
              L.L.C.
                   Its General Partner

                      By     /s/ John Gannon
                                             -----------------------------------
   Its
                                             -----------------------------------

                                  POLARIS VENTURE PARTNERS FOUNDERS'
             FUND II, L.P.

                                      By: Polaris Venture Management Co. II,
      L.L.C.
                   Its General Partner

                      By     /s/ John Gannon
                                             -----------------------------------
   Its
                                             -----------------------------------

             ACCEL VI L.P.

                              By: Accel VI Associates L.L.C.
                   Its General Partner

                            By    /s/ G. Carter Sednaoui
                                             -----------------------------------
   Its
                                             -----------------------------------

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                            ACCEL INTERNET FUND II, L.P.

                                     By: Accel Internet Fund II Associates
              L.L.C.
                   Its General Partner

                             By     /s/ G. Carter Sednaoui
                                             -----------------------------------
   Its
                                             -----------------------------------

                      ACCEL KEIRETSU VI L.P.

                                       By: Accel Keiretsu VI Associates L.L.C.
                   Its General Partner

                             By     /s/ G. Carter Sednaoui
                                             -----------------------------------
   Its
                                             -----------------------------------

                        ACCEL INVESTORS '98 L.P.

                             By     /s/ G. Carter Sednaoui
                                             -----------------------------------
   Its
                                             -----------------------------------

                           THE WASHINGTON POST COMPANY

                             By     /s/ John B. Morse, Jr.
                                             -----------------------------------
   Its
                                             -----------------------------------

                 /s/ Lotte Leschly
                                        ----------------------------------------
             Lotte Leschly

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                   /s/ George Conrades
                                        ----------------------------------------
               George Conrades

               /s/ Mitch Kapor
                                        ----------------------------------------
           Mitch Kapor

                  /s/ Russell Carson
                                        ----------------------------------------
              Russell Carson

                /s/ Bill Sahlman
                                        ----------------------------------------
            Bill Sahlman

                   /s/ Frank O'Connell
                                        ----------------------------------------
               Frank O'Connell

                     /s/ Kosmo Kallierekos
                                        ----------------------------------------
                 Kosmo Kallierekos

                       /s/ Virginia M. Turezyn
                                        ----------------------------------------
                   Virginia M. Turezyn

             /s/ Tom Cohen
                                        ----------------------------------------
         Tom Cohen

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SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER

    This Second Amendment to Agreement and Plan of Merger (this "Amendment")
is made and entered into as of May 12, 1999, by and among Amazon.com, Inc., a   
Delaware corporation ("Amazon.com"), Amazon.com Auctions, Inc., a Delaware      
corporation and wholly owned subsidiary of Amazon.com (the "Purchaser"), e-Niche
Incorporated, a Delaware corporation (the "Company"), and all the stockholders  
of the Company (the "Stockholders").                                            

RECITALS

      A. Amazon.com, the Purchaser, the Company and the Stockholders are all the
parties to the Agreement and Plan of Merger dated as of April 24, 1999 (as      
amended pursuant to the First Amendment to Agreement and Plan of Merger dated as
of May 7, 1999, the "Agreement"), pursuant to which the parties have agreed     
that, on the terms and subject to the conditions of the Agreement, the Company  
shall be merged with and into the Purchaser, with the Purchaser being the       
surviving corporation.                                                          

    B. Amazon.com, the Purchaser, the Company and the Stockholders desire to
further amend the Agreement as set forth herein.                                

   C. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned thereto in the Agreement.                            

 AGREEMENT

NOW, THEREFORE, in consideration of the premises and other good and 
valuable consideration, the receipt and sufficiency of which are hereby         
acknowledged, the parties hereto agree as follows:                              

1.    AMENDMENT OF AGREEMENT AND PLAN OF MERGER                                 

      The parties hereby further modify and amend the Agreement by adding to the
end of the introductory paragraph of Article II of the Agreement the following  
sentence:                                                                       

    "For purposes of Sections 2.1 (other than the first sentence
            thereof), 2.5, 2.7, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 2.16 and 2.17

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          of this Article II, references to the "Company" shall refer to the
           Company and its subsidiary set forth in Schedule 2.4 to the Company
Disclosure Schedule."                                   

2.    EFFECT ON AGREEMENT AND PLAN OF MERGER                                    

    Except as specifically amended and modified by this Amendment, the terms
and provisions of the Agreement remain unchanged and in full force and effect.  
All references in the Agreement or the other Operative Documents or otherwise to
the Agreement shall hereinafter refer to the Agreement as further amended by    
this Amendment.                                                                 

3.    MISCELLANEOUS                                                             

      (a) This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Delaware applicable to contracts executed in and to be 
performed in that state. All actions and proceedings arising out of or relating 
to this Amendment shall be heard and determined in any Delaware state or federal
court.                                                                          

     (b) The descriptive headings contained in this Amendment are included for
convenience of reference only and shall not affect in any way the meaning or    
interpretation of this Amendment.                                               

    (c) This Amendment may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto  
in separate counterparts, each of which when executed and delivered shall be    
deemed to be an original but all of which taken together shall constitute one   
and the same agreement. To expedite the process of entering into this Amendment,
the parties acknowledge that Transmitted Copies of this Amendment will be       
equivalent to original documents until such time as original documents are      
completely executed and delivered.                                              

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    IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Second Amendment to Agreement and Plan of Merger as of the date and year first  
above written.                                                                  

                AMAZON.COM, INC.

                      By   /s/ Randy Tinsley
                                             -----------------------------------
                                 Its: Vice President and Treasurer

                         AMAZON.COM AUCTIONS, INC.

                      By   /s/ Randy Tinsley
                                             -----------------------------------
              Its: Treasurer

                    E-NICHE INCORPORATED

                     By   /s/ Stig Leschly
                                             -----------------------------------
        Its  CEO
                                             -----------------------------------

             STOCKHOLDERS:
                /s/ Stig Leschly
                                        ----------------------------------------

            Stig Leschly
           /s/ Sri Rao
                                        ----------------------------------------
       Sri Rao

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                                 POLARIS VENTURE PARTNERS II, L.P.

                                      By: Polaris Venture Management Co. II,
              L.L.C.
                   Its General Partner

                    By   /s/ John Gannon
                                             -----------------------------------
   Its
                                             -----------------------------------

                                  POLARIS VENTURE PARTNERS FOUNDERS'
             FUND II, L.P.

                                      By: Polaris Venture Management Co. II,
      L.L.C.
                   Its General Partner

                    By   /s/ John Gannon
                                             -----------------------------------
   Its
                                             -----------------------------------

             ACCEL VI L.P.

                              By: Accel VI Associates L.L.C.
                   Its General Partner

                           By   /s/ G. Carter Sednaoui
                                             -----------------------------------
   Its
                                             -----------------------------------

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                            ACCEL INTERNET FUND II, L.P.

                                     By: Accel Internet Fund II Associates
              L.L.C.
                   Its General Partner

                            By    /s/ G. Carter Sednaoui
                                             -----------------------------------
   Its
                                             -----------------------------------

                      ACCEL KEIRETSU VI L.P.

                                       By: Accel Keiretsu VI Associates L.L.C.
                   Its General Partner

                            By    /s/ G. Carter Sednaoui
                                             -----------------------------------
   Its
                                             -----------------------------------

                        ACCEL INVESTORS '98 L.P.

                            By    /s/ G. Carter Sednaoui
                                             -----------------------------------
   Its
                                             -----------------------------------

                           THE WASHINGTON POST COMPANY

                            By    /s/ John B. Morse, Jr.
                                             -----------------------------------
   Its
                                             -----------------------------------

                 /s/ Lotte Leschly
                                        ----------------------------------------
             Lotte Leschly

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                   /s/ George Conrades
                                        ----------------------------------------
               George Conrades

               /s/ Mitch Kapor
                                        ----------------------------------------
           Mitch Kapor

                  /s/ Russell Carson
                                        ----------------------------------------
              Russell Carson

                /s/ Bill Sahlman
                                        ----------------------------------------
            Bill Sahlman

                   /s/ Frank O'Connell
                                        ----------------------------------------
               Frank O'Connell

                     /s/ Kosmo Kallierekos
                                        ----------------------------------------
                 Kosmo Kallierekos

                       /s/ Virginia M. Turezyn
                                        ----------------------------------------
                   Virginia M. Turezyn

             /s/ Tom Cohen
                                        ----------------------------------------
         Tom Cohen

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/15/99		71					424B3
Filed on:		5/19/99							S-3
For Period End:		5/14/99		9		58
		5/12/99		96					8-K
		5/7/99		86		96
		4/30/99		69
		4/24/99		1		96
		4/12/99		63
		3/31/99		25		52			10-Q
		3/16/99		69					S-3
		2/28/99		25
		12/31/98		25		69			10-K,  ARS
		10/9/98		69
		8/18/98		48
		8/13/98		58					424B2
		6/18/98		57
		12/31/97		25					10-K405,  ARS
									List all Filings