LEASE AGREEMENT

THIS LEASE, made this 22nd day of August, 1997, between MCCONNELL DEVELOPMENT, INC. and 700 FRENCHTOWN DEVELOPMENT CORPORATION, a Delaware limited liability corporation (hereinafter called "Landlord"), and AMAZON. COM, INC. a Delaware corporation, (hereinafter called "Tenant"). In consideration of the premises and the covenants, conditions and rents hereinafter set forth, it is agreed as follows:

1. PREMISES AND TERM; RENEWAL OPTIONS

(a) Landlord does hereby lease, demise and let to Tenant, and Tenant does hereby lease, take and accept from Landlord, the "Premises", known as Center point e Business Complex, 700 French town Road, New Castle, Delaware, being comprised of approximately two hundred thousand (200,000) square feet of space located in a one story warehouse building ("Building") to be built by Landlord, as outlined in red on the building and site plan attached hereto-as EXHIBIT A, which Building shall contain a net leasable area of two hundred thousand (200,000) square feet and is located on all that lot of ground in New Castle, Delaware more fully described in EXHIBIT B attached hereto.

The Premises shall be delivered to Tenant in two phases:

(i) the first phase ("Phase I Premises") shall be delivered on or before November 1,1997, and shall consist of 100,000 square feet, including 5,000 square feet of finished office space, in the area designated as the Phase I Premises on Exhibit B; and

(ii) the second phase ("Phase II Premises") shall be delivered on or before January 1, 1998, and shall consist of the remaining 100,000 square feet, including 5,000 square feet of finished office space, in the area designated as the Phase II Premises on Exhibit B. As used in this Lease, "Premises"includes the Phase I Premises and the Phase II Premises.

The term of this Lease with respect to the Phase I Premises shall commence on the date which is later to occur of the date on which the Phase I Premises are substantially completed (as defined below) or November 1,1997 ("Phase I Commencement Date"). The term of this Lease with respect to the Phase II Premises shall commence on the date which is later to occur of the date upon which the Phase II Premises are substantially completed or January 1, 1998 ("Phase II Commencement Date"). The term of this Lease shall expire on the last day of the 60th full month after the Phase I Commencement Date ("Termination Date"). Landlord shall give Tenant written notice of Landlord's making application for a certificate of occupancy for each phase of the Premises fifteen (15) days prior to making such application, and upon Landlord's receipt of a temporary certificate of occupancy for each phase of the Premises, Landlord shall immediately give Tenant written notice thereof. When the substantial completion date for each phase has been determined, Landlord and Tenant shall within 5 business days thereafter execute a written agreement confirming such date as the applicable Commencement Date.

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