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                                                                    Exhibit 10.8

                           AMENDMENT NUMBER THREE TO
                               INDUSTRIAL LEASE



THIS AMENDMENT NUMBER THREE TO INDUSTRIAL LEASE (this "Amendment") is dated for
reference purposes the 1st day of March, 2000, and is by and between BENAROYA
CAPITAL COMPANY, L.L.C., a Washington Limited Liability Company ("Lessor") and
HOMEGROCER.COM, INC. (successor in interest by assignment dated June 30, 1999
from AMWI WAREHOUSES, INC., a Washington corporation), ("Lessee").


                                   RECITALS


A.  Lessor and Lessee are parties to that certain Industrial Lease dated
    November 4, 1996, (the "Lease") as amended by Amendment Number One dated
    August , 1997, and by Amendment Number Two dated March 1, 1999 covering
    approximately 312,800 square feet of space located at 801 SW 16th Street in
    Renton, Washington 98055 in the Project known as Park 405 and more
    particularly depicted in Exhibit A to Amendment Number Two.
B.  The parties have mutually agreed to an alteration of a portion of the
    Premises (such portion of the Premises, the "Area") during the term of the
    Lease, subject to Lessee's agreement and continuing obligation to repair and
    restore the Premises at the end of the Lease term,

Now, therefore, in return for the mutual promises of both parties, the
agreements contained herein and other good and valuable consideration the
parties hereby agree that the Lease is hereby modified and amended as follows:

1.   The amount currently being held by Lessor as a Security Deposit under the
     terms of paragraph 4 of the Lease is hereby increased by the amount of
     $70,000 (the "Additional Security Deposit").

2.   The parties have agreed to certain alterations to the Area in order to
     convert the Area to interior parking use as depicted in the plans titled
     "HomeGrocer.com Office Tenant Improvement" prepared by LDG Architects as
     listed below:


          .    Sheet A-2.0  dated  1-12-2000
          .    Sheet A-2.1  dated  1-20-2000
          .    Sheet A-3.0  dated  1-20-2000

     The alterations include modifications to the sprinkler system and the
     modification of certain grills and overhead doors among other alterations
     (such alterations, the "Alterations"). Lessee hereby expressly acknowledges
     its obligation, as specified
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     in paragraph 13 of the Lease, to repair any damage resulting from such
     Alterations and to restore the Area to condition it was in immediately
     prior to such Alterations.

3.   In the event that at any time prior to the expiration date of the Lease
     Lessee fully restores the Area to the condition it was in immediately prior
     to such Alterations and repairs any damage resulting from the alterations
     authorized hereunder, Lessor agrees to reduce the Security Deposit to
     $141,290 and to return the Additional Security Deposit to Lessee, within
     ten (10) days of Lessee fully restoring the Area as required above.

The parties agree that to the best of their mutual knowledge and belief there
are no current defaults under the Lease nor any existing condition or claims
which upon the giving of notice or lapse of time or both would constitute a
default under the Lease.


          In witness whereof, the parties have executed this Amendment No. 3 as
of the date first written above.



                              LESSOR:

                              BENAROYA CAPITAL COMPANY, L.L.C., a
                              Washington Limited Liability Company.



                              By: /s/ Larry R. Benaroya
                                 ---------------------------------------
                                     Larry R. Benaroya, its Manager


                              LESSEE:

                              HOMEGROCER.COM, INC, a Washington corporation



                              By: /s/ Kristin H. Stred
                                 ---------------------------------------

                                     Its: SR. V.P. & Corp. Sec.
                                         -------------------------------
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STATE OF WASHINGTON     ]
                        ] ss.
COUNTY OF KING          ]

    I certify that I know or have satisfactory evidence that Larry R. Benaroya
is the person who appeared before me, a Notary Public in and for the State of
Washington duly commissioned and sworn, and acknowledged that he is the Manager
of Benaroya Capital Company, LLC, a Washington limited liability company, who
executed the within and foregoing instrument, and acknowledged the instrument to
be the free and voluntary act and deed of said company for the uses and purposes
therein mentioned, and on oath stated that affiant is authorized to execute said
instrument on behalf of said company.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the
day and year first above written.

                                         /s/ Rebecca A. Bethel
                                         --------------------------------
                                         Notary Public in and for the
                                         State of Washington
                                                  -----------------------
                                         residing at Seattle
                                                     --------------------
                                         Commission expires 11/09/02
                                                            -------------
                                         Print Name Rebecca A. Bethel
                                                    ---------------------


STATE OF WA
         --------------- ]
COUNTY OF King           ]ss.
          -------------- ]
     I certify that I know or have satisfactory evidence that Kristin Stred is
                                                              -------------
the person who appeared before me, a Notary Public in and for the State of
Washington duly commissioned and sworn, and acknowledged that he/she is the
----------
Senior V.P., of HomeGrocer.com, Inc.., who executed the within and foregoing
-----------
instrument, and acknowledged the instrument to be the free and voluntary act and
deed of said corporation for the uses and purposes therein mentioned, and on
oath stated that affiant is authorized to execute said instrument on behalf of
said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the
day and year first above written.

                                         /s/ Murray J. A. McLeod
                                         -------------------------------------
                                         Notary Public in and for the
                                         State of Washington
                                                  ----------------------------
                                         residing at Issaquah
                                                     -------------------------
                                         Commission expires 9/8/01
                                                            ------------------
                                         Print Name M.J.A. McLeod
                                                    --------------------------