[Wells Fargo Foothill, Inc. letterhead]





                                December 29, 2005



ADVANCED MARKETING SERVICES, INC.
5880 Oberlin Drive
San Diego, California 92121
Attn:  Curt Smith, Chief Financial Officer

         Re:      Loan and Security Agreement, dated as of April 27, 2004 (as
                  amended and modified, from time to time, the "Agreement";
                  initially capitalized terms used but not defined herein shall
                  have the meanings ascribed to such terms in the Agreement), by
                  and among, on the one hand, Advanced Marketing Services, Inc,
                  Publishers Group, Incorporated and Publishers Group West,
                  Incorporated (collectively, "Borrowers"), and, on the other
                  hand, the lenders identified on the signatures pages to the
                  Agreement ("Lenders"), and Wells Fargo Foothill, Inc.
                  ("Agent"), as the arranger and administrative agent for the
                  Lenders.

Dear Curt:

         Pursuant to Section 6.3(d) of the Agreement, Borrowers are required to
deliver to Agent, with copies to each Lender, certain consolidated financial
statements of Parent and its Subsidiaries for each fiscal year, audited by
independent certified public accountants. Borrowers hereby request and Agent and
the Lenders hereby agree, effective December 30, 2005, to (x) extend to January
31, 2006 the date that the Borrowers are required to deliver such financial
statements for Parent's fiscal year ending March 31, 2004, and (y) extend to
March 31, 2006 the date that the Borrowers are required to deliver such
financial statements for Parent's fiscal year ending March 31, 2005.

         Borrowers acknowledge and agree that their failure to satisfy all of
the above requirements of such Section prior to the above deadlines shall
constitute an Event of Default under the Agreement.

         The waivers, amendments, and extensions herein are limited to the
specifics hereof, shall not apply with respect to any Default or Event of
Default, or any other facts or occurrences other than those on which the same
are based, shall not excuse future non-compliance with the Agreement, and,
except as expressly set forth herein, shall not operate as a waiver or an
amendment of any right, power, or remedy of Agent, nor as a consent to or waiver
of any further or other matter, under the Loan Documents.

         This letter shall constitute a Loan Document and shall be subject to
the provisions regarding governing law, waiver of jury trial, jurisdiction and
venue applicable to the Agreement.

         This waiver letter may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. Delivery of an executed counterpart of
this letter by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this letter. Any party delivering an executed
counterpart of this letter by telefacsimile shall also deliver an original
executed counterpart of this letter, but the failure to do so shall not affect
the validity, enforceability or binding effect of this letter. This letter shall
be governed by the laws of the state of California applicable to contracts made
and to be performed in the state of California.
<PAGE>

         Please sign and return to the undersigned a copy of this letter
confirming your receipt of this letter and your agreement to the extended
compliance date outlined herein.

                                     Very truly yours,

                                     WELLS FARGO FOOTHILL, INC.,
                                     as Agent and a Lender


                                     By:      /s/ Daniel Whitwer
                                        ----------------------------------------
                                              Daniel Whitwer, Vice President



<PAGE>

ACKNOWLEDGED AND ACCEPTED:

ADVANCED MARKETING SERVICES, INC.


By:      /s/ Curtis R. Smith
   --------------------------------------------------
Name     Curtis R. Smith
    -------------------------------------------------
Title:   EVP & CFO
      -----------------------------------------------


PUBLISHERS GROUP, INCORPORATED


By:      /s/ Curtis R. Smith
   --------------------------------------------------
Name     Curtis R. Smith
    -------------------------------------------------
Title:   EVP & CFO
      -----------------------------------------------


PUBLISHERS GROUP WEST, INCORPORATED


By:      /s/ Richard C. Freese
   --------------------------------------------------
Name     Richard C. Freese
    ----------------------------------------
Title:   President
      -----------------------------------------------


<PAGE>


LASALLE BUSINESS CREDIT, LLC


By:
   --------------------------------------------------
Name
    -------------------------------------------------
Title:
      -----------------------------------------------



MARATHON STRUCTURED FINANCE FUND L.P.


By:
   --------------------------------------------------
Name
    -------------------------------------------------
Title:
      -----------------------------------------------


CAPITALSOURCE FINANCE LLC


By:      /s/ Mark Fidati
   --------------------------------------------------
Name     Mark Fidati
    -------------------------------------------------
Title:   Portfolio Manager
      -----------------------------------------------