May 16, 2000

Warren Jenson
1200 12th Avenue South
Suite 1200
Seattle, WA 98144

Re: Special Bonus


Dear Warren:

As you know, we have tremendous challenge and opportunity ahead of us for the
year 2000 and beyond. I truly appreciate the integral role that you play in our
efforts.

In recognition and appreciation of your contributions, Amazon.com will pay you a
special bonus in the amount of $1,000,000 (One Million Dollars). This bonus will
be paid in equal monthly installments over a one-year period beginning with your
paycheck for May 2000 and will be subject to standard payroll practices and
applicable withholding taxes. If your employment with Amazon.com terminates for
any reason prior to payment of the full bonus, you will forfeit all remaining
payments.

Congratulations!

Sincerely,

/s/ JEFF BEZOS
-----------------------
Jeff Bezos
Chief Executive Officer