Amazon.com, Inc. ▼

<DESCRIPTION>LEASE DATED JULY 21, 1998
<TEXT>
                              Dated 21st July, 1998


                          SLOUGH TRADING ESTATE LIMITED

                                     - to -

                                BOOKPAGES LIMITED

                                    - with -

                                AMAZON.COM, INC.

                                    - with -

                                 TREMCO LIMITED

                        ------------------ . . .

Table of Contents

NEWS RELEASE

PROLOGIS REPORTS FOURTH QUARTER AND YEAR-END RESULTS

FFO per Share Ahead of Expectations; Leasing and Build-to-Suit Activity Gaining Momentum

DENVER � February 4, 2004 � ProLogis (NYSE: PLD), a leading global provider of distribution facilities and services, today announced Funds From Operations (FFO) per diluted share for the fourth quarter of 2003 of $0.78, compared with $0.58 for the fourth quarter of 2002. Prior to a preferred share redemption charge in the fourth quarter of 2003 and an impairment charge in the fourth quarter of 2002,  . . .

                               DRUGSTORE.COM, INC.

                       PREFERRED STOCK PURCHASE AGREEMENT

         This Preferred Stock Purchase Agreement (this "Agreement") is made as
of July 30, 2000 by and among drugstore.com, inc., a Delaware corporation (the
"Company"), and the investors listed on Schedule I attached hereto (each a
"Purchaser" and together the "Purchasers").

         The parties hereby agree as follows:

         1. PURCHASE AND SALE OF PREFERRED STOCK.

                  1.1 SALE AND ISSUANCE OF PREFERRED STOCK. . . .

                              DRUGSTORE.COM, INC.
                              -------------------

                      PREFERRED STOCK PURCHASE AGREEMENT
                      ----------------------------------

     This Preferred Stock Purchase Agreement (this "Agreement") is made as of
                                                    ---------
July 30, 2000 by and among drugstore.com, inc., a Delaware corporation (the

"Company"), and the investors listed on Schedule I attached hereto (each a
--------
"Purchaser" and together the " . . .

                               DRUGSTORE.COM, INC.

                       PREFERRED STOCK PURCHASE AGREEMENT

         This Preferred Stock Purchase Agreement (this "Agreement") is made as
of July 30, 2000 by and among drugstore.com, inc., a Delaware corporation (the
"Company"), and the investors listed on Schedule I attached hereto (each a
"Purchaser" and together the "Purchasers").

         The parties hereby agree as follows:

         1. PURCHASE AND SALE OF PREFERRED STOCK.

                  1.1 SALE AND ISSUANCE OF PREFERRED STOCK. . . .

AMAZON.COM, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

TO: <<Participant>>

     To encourage your continued employment with Amazon.com, Inc. (the Company) or its Subsidiaries, you have been granted this restricted stock unit award (the Award) pursuant to the Companys 1997 Stock Incentive Plan (the Plan). The Award represents the right to receive shares of Common Stock of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this Agreement).

     The terms of the Award are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan. The most important terms of the Award are summarized as follows:

 
1.
 
Award Date:
 

 
2.
 
Number of Restricted Stock Units Subject to this Award:
 

 
3.
 
Vesting Base Date:
 

 
4.
 
Vesting Schedule: The Award will vest according to the following schedule:

     [Optional: Notwithstanding the foregoing, if at any time you become an officer required to file reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, then with respect to any part of this Award that is then unvested, vesting shall in addition be contingent on and subject to satisfaction of such performance criteria for such performance period as the Plan Administrator shall establish with specific reference to this Award, and this Award shall be cancelled without the issuance of Common Stock if and to the extent any such performance criteria are not satisfied.]


177909

AMAZON.COM, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

TO: <<Participant>>

     To encourage your continued service as a member of the Board of Directors of Amazon.com, Inc. (the Company), you have been granted this restricted stock unit award (the Award) pursuant to the Companys 1997 Stock Incentive Plan (the Plan). The Award represents the right to receive shares of Common Stock of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this Agreement).

     The terms of the Award are  . . .

AMAZON.COM, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

TO: <<Participant>>

     To encourage your continued service as a member of the Board of Directors of Amazon.com, Inc. (the �Company�), you have been granted this restricted stock unit award (the �Award�) pursuant to the Company�s 1997 Stock Incentive Plan (the �Plan�). The Award represents the right to receive shares of Common Stock of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this �Agreement�).

     The terms of the  . . .

                               DRUGSTORE.COM, INC.

                            STOCK PURCHASE AGREEMENT

        This Stock Purchase Agreement (this "Agreement") is made as of July 30,
2000 by and among drugstore.com, inc., a Delaware corporation (the "Company"),
and the investors listed on Schedule I attached hereto (each a "Purchaser" and
together the "Purchasers").

        The parties hereby agree as follows:

        1. PURCHASE AND SALE OF COMMON STOCK.

           1.1 SALE AND ISSUANCE OF COMMON STOCK.

           1.2 Subject to  . . .

                            STOCK PURCHASE AGREEMENT

                                      AMONG

                               MTS, INCORPORATED,

                                       AND

                              VALTONA HOLDING B.V.

                                   DATED AS OF

                                 APRIL 11, 2002


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                                TABLE OF CONTENTS

                                    ARTICLE I

<TABLE>
<CAPTION>
                 PURCHASE AND SALE OF THE SHARES AND THE COMPANY
                                       . . .

                             STOCKHOLDERS AGREEMENT

                                       OF

                             BARNESANDNOBLE.COM INC.

                               AS OF MAY 28, 1999

                      ------------------------------------
<PAGE>   2
                             STOCKHOLDERS AGREEMENT

                                       OF

                             BARNESANDNOBLE.COM INC.

         THIS STOCKHOLDERS AGREEMENT, dated as of May 28, 1999, by and among
BARNES & NOBLE, INC., a corporation organized and existing under the laws of
Delaware, with  . . .

                               SUBLEASE AGREEMENT

         This Sublease Agreement ("Sublease") is entered as of May 22, 2003,
between Amazon.com Holdings, Inc., a Delaware corporation ("Sublandlord") and
Blue Nile, Inc., a Delaware corporation ("Subtenant").

                                R E C I T A L S:

         A.       Amazon.com, Inc., a Delaware corporation ("Original Tenant")
and Opus Union Station, L.L.C. ("Original Landlord") are parties to a
Multi-Tenant Office Lease Agreement dated as of August 23, 1999, as amended  . . .

SUBLEASE AGREEMENT

This Sublease Agreement (�Sublease�) is entered as of June 6, 2001, between Amazon.com Holdings, Inc., a Delaware corporation (�Sublandlord�) and Pacifica Bancorp, Inc. a Washington corporation (�Subtenant�).

R E C I T A L S:

A.            Amazon.com, Inc., a Delaware corporation (�Original Tenant�) and Opus Union Station, L.L.C. (�Original Landlord�) are parties to a Multi-Tenant Office Lease Agreement dated as of August 23, 1999, as amended by that certain Amendment 1 to the Multi- . . .