**Exhibit
      10.47**


**CONFIDENTIAL
                TREATMENT****REQUESTED
                PURSUANT TO RULE 24b-2****Certain
                portions of this exhibit have been omitted pursuant to a request
                for
                confidential treatment under Rule 24b-2 of the Securities Exchange
                Act of
                1934. The omitted materials have been filed separately with the Securities
                and Exchange Commission.**





**GLOBAL
      MASTER AGREEMENT**




****CONFIDENTIAL****




This
      Global Master Agreement (“ ***Agreement*** ”)
      is
      made and entered into as of July 27, 2006 (the “ ***Effective
      Date*** ”)
      by and
      between Apple Computer, Inc., a California corporation, located at 1 Infinite
      Loop, Cupertino, CA 95014 (“ ***Apple*** ”),
      and
      Audible.com, a Delaware corporation, located at 65 Willowbrook Blvd, Wayne,
      New
      Jersey 07042 (“ ***Audible*** ”).




**RECITALS**




**WHEREAS** ,
      Audible
      is the creator and provider of the Audible Service and other technologies to
      support the sale, distribution and play-back of certain digital
      audio;




**WHEREAS** ,
      Apple
      is the developer and retailer of hardware and software used in the sale,
      distribution and play-back of digital audio, which as of the Effective Date
      includes the sale of iPods and distribution of media management software in
      the
      form of iTunes;




**WHEREAS** ,
      Audible
      and Apple desire to undertake certain development work for the purpose of making
      compatible and maintaining compatibility between certain hardware and software
      offered by Apple and the Audible Service;




**WHEREAS** ,
      Audible
      or its licensors control all rights to certain digital content, which Audible
      makes available via the Audible Service;




**WHEREAS** ,
      Apple
      has developed and controls a store where it markets, distributes and sells
      certain digital content;




**WHEREAS** ,
      Audible
      desires to license certain digital content to Apple for marketing, distribution
      and sale through Apple’s store and Apple desires to accept such license;
      and




**WHEREAS** ,
      Audible
      and Apple desire to undertake the additional rights and obligations contained
      herein to support and promote their products and services provided for
      herein.




**NOW**  **THEREFORE** ,
      in
      consideration of the foregoing premises, the promises exchanged herein and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, Audible and Apple, intending to be bound, agree to the
      foregoing and as follows:




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.




**AGREEMENT**




**ARTICLE
      1**




**GENERAL**




***1.1***  ***Global
      Relationship*** .
      This
      Agreement shall encompass the entire relationship between Audible and Apple
      relating to the matters provided for hereunder and shall represent the terms
      and
      conditions under which Audible and Apple shall cooperate in their efforts to
      further develop and promote the products and services provided for
      hereunder.




***1.2***  ***Definitions*** .
      Capitalized terms used herein shall have the meanings ascribed to them in the
      body of this Agreement and/or in the attached Schedules, Exhibits, Attachments,
      Addenda and other documents attached hereto, or as defined in **Schedule
      1.2** .




***1.3***  ***Local
      Agreements*** .
      From
      time to time, the Parties may mutually agree to execute local agreements (each,
      a “ ***Local
      Agreement*** ”)
      to
      provide for the performance of obligations hereunder for particular regions
      or
      localities (each, a “ ***Local
      Agreement Territory*** ”),
      provided, however that in any event the Parties hereto shall at all times remain
      responsible and liable in all respects for the performance of their obligations
      hereunder whether performed directly or by or through such Local Agreements.
      Each Local Agreement entered into shall be attached hereto at **Schedule
      1.3** .
      The
      Parties shall enter into Local Agreements to cover the Territories covered
      by
      the Prior Agreement and Japan.




***1.4***  ***Prior
      Agreements*** .
      That
      certain Digital Download Sales Agreement dated September 17, 2003 by and between
      the Parties hereto and that certain Software and Device Development and
      Distribution Agreement dated June 4, 2002 (collectively, the “ ***Prior
      Agreements*** ”)
      are
      hereby terminated in their entirety and replaced with this Agreement; provided,
      however, all rights and obligations that would survive according to the survival
      provisions or such agreements, shall so survive except and to the extent they
      conflict with the terms and conditions of this Agreement. That certain Digital
      Download Sales Agreement dated June, 2004 by and between Audible and iTunes
      S.a.r.l. (the “ ***European
      Agreement*** ”)
      shall
      survive as a Local Agreement hereunder in accordance with its
      terms.




***1.5***  ***Conflicts
      in Interpretation*** .
      The
      following order of precedence shall be followed in resolving any inconsistencies
      between the terms of this Agreement and the terms of any Schedules, Exhibits,
      Local Agreements, Addenda and other documents attached hereto: (a) first, the
      terms contained in the body of this Agreement; (b) second, the terms of the
      Schedules, Exhibits, Addenda and other documents to this Agreement, provided
      that no order of precedence shall be applied among such Schedules, Exhibits,
      Addenda and other documents; and (c) third, any Local Agreements as to the
      applicable Local Agreement Territory.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -2-




**ARTICLE
      2**




**RELATIONSHIP
      MANAGEMENT**




***2.1***  ***Strategic
      Managers*** .
      As of
      the Effective Date, each Party shall identify a senior executive within its
      organization to act as the primary point of contact for each Party regarding
      the
      relationship hereunder and to establish and ensure the execution of a mutually
      agreed to strategic plan by each Party (each, a “ ***Strategic
      Manager*** ”).
      As of
      the Effective Date the Audible Strategic Manager shall be Don Katz and the
      Apple
      Strategic Manager shall be Eddy Cue. Each Party may replace its then-current
      Strategic Manager with another executive within its organization holding
      comparable executive position within its organization upon reasonable prior
      written notice to the other Party.




***(a)***  ***Meetings*** .
      On the
      dates and at the locations mutually agreed to by the Parties, and in any event
      no less than quarterly, the Strategic Managers and other appropriate
      representatives of the Parties and any necessary third parties shall meet at
      a
      mutually agreed to site or by telephone conference to discuss the status of
      activities under this Agreement including any difficulties or issues that may
      exist in executing or timely performance of each Party’s obligations
      hereunder.




***2.2***  ***Marketing
      Manager*** .
      As of
      the Effective Date, each Party shall identify a senior marketing executive,
      whose primary job responsibility is marketing of spoken word audio products,
      within its organization to act as the primary point of contact for each Party
      regarding the marketing relationship hereunder (each, a “ ***Marketing
      Manager*** ”).
      The
      applicable Marketing Managers shall develop and ensure the execution of a
      mutually agreed to marketing plan, globally and, if mutually agreed, on a
      territory-by-territory basis, by each Party and promptly respond to the other
      Party with respect to all inquires hereunder. Each Marketing Manager shall
      be
      the primary point of contact for such Party for all rights, duties and
      obligations provided for hereunder. Each Party may replace its then-current
      Marketing Manager with another senior marketing executive within its
      organization upon reasonable prior written notice to the other
      Party.




***(a)***  ***Meetings*** .
      No less
      than twice per month, the Marketing Managers and other appropriate
      representatives of the Parties and any necessary third parties shall meet at
      a
      mutually agreed to site or by telephone conference to discuss the status of
      activities under this Agreement including any difficulties or issues that may
      exist in executing or timely performance of each Party’s obligations hereunder.
      In addition, each meeting will cover other topics, including the creation of
      new
      marketing initiatives that leverage the assets and features of the Audible
      Service and ITMS, on-going research/data sharing, as well as possible
      co-marketing and co-branding coordination and sales initiatives.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -3-


**ARTICLE
      3**




**AUDIBLEREADY®
      APPLE PRODUCTS**




***3.1***  ***Development*** .




***(a)***  ***Audible
      Development Work*** .
      Audible
      will deliver the Deliverables to Apple to allow creation of the AudibleReady®
Apple Products and in accordance with the applicable Implementation Schedule
      and
      Audible Specifications (as defined below) (collectively, “ ***Audible
      Development Work*** ”).




***(i)***  ***Acceptance*** .
      Any
      Deliverables shall be subject to evaluation, testing and acceptance by Apple.
      Apple shall, as soon as reasonably practicable following the receipt of a
      Deliverable: (a) accept such Deliverable and inform Audible in writing of such
      acceptance; or (b) reject such Deliverable and provide Audible with a written
      statement detailing the Defect(s). In case of rejection, Audible will promptly
      correct all Defects and redeliver the Deliverable as soon as reasonably
      practicable. Apple shall, as soon as reasonably practicable after such
      redelivery, accept or reject the Deliverable in accordance with the procedure
      set forth herein. Such procedure shall be repeated until all of the Deliverables
      are accepted by Apple; provided, however, in the event such procedure is
      repeated [***] and no acceptance is achieved, the Parties shall mutually agree
      upon another process towards the development of compliant Deliverables
      hereunder. Apple shall provide a confirmation in writing to Audible of its
      acceptance of the Deliverables.




***(b)***  ***Apple
      Development Work*** .
      Upon
      receipt and acceptance of the Deliverables, Apple shall promptly integrate
      the
      Deliverables with the Apple Products consistent with the AudibleReady®
Specifications to create the AudibleReady® Apple Products (the “ ***Apple
      Development Work*** ”).




***3.2***  ***Testing*** .
      Prior
      to the commercial distribution of any AudibleReady® Apple Products, Apple will
      perform appropriate testing (and mutually agree in writing to the completion
      of
      such testing) for proper device, software and system behavior when loaded or
      used with Audible Content, as well as proper integration and interoperability
      between the AudibleReady® Apple Products and the Audible Service. The Parties
      shall cooperate with each other in good faith with regard to all such testing
      and evaluation. Testing and acceptance of the Audible Development Work, Apple
      Development Work and resulting AudibleReady® Apple Products shall occur in
      accordance with such testing plan(s), procedures and schedule(s) as are mutually
      agreed to by the Parties in writing. In the event Defects are discovered, each
      Party shall correct and remediate the Defect(s). Neither Party shall
      unreasonably withhold or delay its approval of the testing and the development
      work.




***3.3***  ***Product
      Currency; Updates, Non-Exclusivity, Ownership and
      Costs*** .




***(a)***  ***Product
      Currency*** .
      Audible
      and Apple shall undertake Audible Development Work and Apple Development Work
      so
      that all Apple Products then currently made available for sale by Apple during
      the Term satisfy the Audible Specifications, except as otherwise mutually agreed
      to by the Parties in writing.




***(b)***  ***Updates*** .
      From
      time to time during the Term Audible may develop Updates to Audible Software
      and
      the Audible Specification, in which case Audible and Apple Strategic Managers
      shall promptly discuss the nature of such Updates and extent of Audible
      Development Work and Apple Development Work required to update Apple Products.
      [***].




***(c)***  ***Independent
      Development*** .
      Any
      Audible Development Work and Apple Development Work will be performed by the
      applicable Party on a non-exclusive basis and shall not affect the right of
      either Party to perform research, development and integration efforts for others
      or on its own behalf with respect to the same or similar technologies as are
      the
      subject of this Agreement.




***(d)***  ***Ownership*** .
      Apple
      shall retain all rights, title and interests in and to copyrights in Apple’s
      pre-existing work and derivatives of Audible’s pre-existing work created solely
      by Apple. Audible shall retain all rights, title and interests in and to
      copyrights in Audible’s pre-existing work and derivatives of Apple’s
      pre-existing work created solely by Audible.




***(e)***  ***Costs*** .
      Each
      Party shall bear its own costs for its development efforts
      hereunder.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -4-




***3.4***  ***Meetings;
      Implementation Schedule; Cooperation; Project Managers*** .
      The
      Parties shall meet [***], subject to each Party’s confidentiality obligations
      hereunder, to track progress in the development and launch of the AudibleReady®
Apple Products, including any and all Updates. For each development of
      AudibleReady® Apple Products, including Updates, the Parties shall create a
      mutually agreed upon, detailed and project-specific, written implementation
      schedule (“ ***Implementation
      Schedule*** ”)
      for
      the Audible Development Work and the Apple Development Work, which shall
      include, as applicable: (a) identification of all milestone events; (b) the
      commencement and completion dates for such milestones; (c) a detailed
      description of all activities to be performed by each Party; (d) dates, times
      and locations/telephone conferences for status meetings; and (e) a plan for
      Testing consistent with **Section
      3.2** .
      Each
      Party shall cooperate with the other in furtherance of their obligations under
      this Article by providing reasonable access to the personnel, technology and
      resources as are necessary or desirable to enable completion. Each Party will
      provide a project manager to oversee completion of the Parties obligations
      under
      this Article.




***3.5***  ***Review*** .
      From
      time to time, each Party may request that the other Party promptly provide
      an
      update or status report on the development work being performed
      hereunder.




***3.6***  ***Grant
      of Licenses*** .




***(a)***  ***License
      to the Audible Software*** .
      Audible
      hereby grants to Apple a royalty-free, non-exclusive, non-transferable,
      worldwide license to the Audible Software in object code and related
      documentation: (i) to use, copy and modify the Audible Software solely for
      development of the AudibleReady® Apple Products for use with the Audible Service
      as provided for herein; (ii) to use, distribute and copy the Audible Software
      to
      provide the AudibleReady® Apple Products subject to an executed Software License
      Agreement; and (iii) to use the Audible Software as part of the AudibleReady®
Apple Products to allow Apple to support the AudibleReady® Apple
      Products.




***(b)***  ***License
      to the Apple Products*** .
      Apple
      hereby grants to Audible a royalty-free, non-exclusive, non-transferable,
      worldwide license to the Apple Products and related documentation: (i) to use,
      copy and modify the Apple Products solely for development of the Audible
      Software for use with the Audible Service as provided for herein.




***(c)***  ***License
      to the Audible Patents*** .
      Audible
      hereby grants to Apple a royalty-free, non-exclusive license in all applicable
      jurisdictions covered by the Patents to make, have made, manufacture, have
      manufactured, use and have used the AudibleReady® Software using the Patents,
      solely in connection with and as a part of the development, manufacture and
      sale
      of any Apple products so long as Apple and such products are not in violation
      of
      the terms and conditions of this Agreement.




***(d)***  ***Proprietary
      Notices*** .
      Each
      Party agrees that it will not (and it will not allow others to) alter or remove
      any copyright, trade secret, proprietary markings, licenses and/or other legal
      notices contained on or in copies of the intellectual property and any other
      materials provided by one Party to the other.




***(e)***  ***Ownership;
      No Other Rights*** .
      Except
      as otherwise expressly provided herein, each Party will have and will at all
      times retain all rights, title and interest (including, without limitation,
      all
      Intellectual Property Rights therein) in, to and under its products and
      software. Except as expressly provided in this Agreement, no license under
      any
      patents, copyrights, trademarks, trade secrets or any other Intellectual
      Property Rights, express or implied, are granted by either Party under this
      Agreement. Notwithstanding the foregoing, any right not expressly granted to
      Apple by this Agreement is hereby expressly reserved by Audible and any right
      not expressly granted to Audible by this Agreement is hereby expressly reserved
      by Apple.




***3.7***  [***]




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -5-




**ARTICLE
      4**




**CONTENT**




***4.1***  ***Appointment
      of Apple*** .
      Subject
      to the terms of this Agreement, Audible hereby appoints Apple as a reseller
      of
      eContent through ITMS and Apple accepts such appointment.




***4.2***  [***]




***4.3***  ***Terms
      of Use*** .
      Apple
      shall condition sale and delivery of eContent upon an end user’s acknowledgement
      of terms of use for such eContent (“ ***Terms
      of Use*** ”),
      which
      Terms of Use shall be no less restrictive than the Content Usage Rules attached
      hereto at **Schedule
      4.3** .




***4.4***  [***]




***4.5***  ***Audio
      Identification*** .
      Audible
      may include an Audible.com in-line audio identification in each Content File
      [***]. Apple shall not remove or alter any such audio identification in any
      manner. An example of such in-line audio identification is set forth on **Schedule
      4.5** ,
      and any
      audio identification shall follow its format with reasonable
      particularity.




***4.6***  ***Parental
      Advisory*** .
      If
      Audible provides a parental advisory warning in the Content File, Apple shall
      conspicuously display such parental advisory. Audible shall be responsible
      for
      determining parental advisory warning status.




***4.7***  [***]




***4.8***  [***]




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -6-




**ARTICLE
      5**




**PROMOTION**




***5.1***  ***General*** .
      The
      Parties recognize that it is in each Party’s best interest to prominently market
      and promote the AudibleReady® Apple Products, ITMS, eContent, the Audible
      Service and the AudibleListener® Program, to the public. During the Term, in
      addition to each Party’s express obligations under this Agreement, the Parties
      will use commercially reasonable efforts to create promotional programs designed
      to market and promote the AudibleReady® Apple Products, ITMS, eContent, the
      Audible Service and the AudibleListener® Program to the public. The Parties
      shall undertake the activities provided for in **Schedule
      5.1** .




***5.2***  ***ITMS
      Branding*** .
      Apple
      shall include the language “Presented by Audible.com” in the ITMS on so-called
“individual book pages” in a manner no less prominent than depicted in **Schedule
      5.2** attached
      hereto.




***(a)***  ***Audible
      Content and Cover Art Branding*** .
      Apple
      shall include an Audible.com logo designation, supplied by Audible, affixed
      to
      the master server(s), and located on Apple’s facilities, which serve the Audible
      Content and Cover Art.




***5.3***  [***]




***5.4***  ***Compatibility*** .
      During
      the Term, Apple Products shall be no less compatible with eContent and ITMS
      than
      as of the Effective Date.




***5.5***  ***Promotional
      Materials*** .
      During
      the Term: (a) as reasonably requested by either Party, the Parties will
      cooperate and work together to create marketing materials including, without
      limitation, point of sale and/or other promotional materials, to be used in
      the
      marketing of the AudibleReady® Apple Products, ITMS, Audible Service, eContent
      and AudibleListener® Program; and (b) each Party may create its own marketing
      materials including, without limitation, point of sale and/or other promotional
      materials, to be used in the marketing of the AudibleReady® Apple Products,
      ITMS, Audible Service, eContent and AudibleListener® Program (collectively
“ ***Joint
      Promotional Materials*** ”).
      The
      Joint Promotional Materials may include each or either Party’s Trademarks, as
      applicable, pursuant to the terms of **Article
      6** .
      All
      costs associated with the development, production and delivery of the Joint
      Promotional Materials are the responsibility of the creating Party. To the
      extent not provided for under the license grants provided herein, Audible shall
      obtain Apple’s prior written consent prior to using Apple’s name in any
      commercial setting; provided, however after obtaining Apple’s approval for any
      such use of the Apple name, all identical and/or substantially similar future
      use by Audible will be deemed approved by Apple and will not require any Apple
      review.




***5.6***  ***Press
      Release*** .
      Except
      as required under applicable law, neither Party shall make or issue any public
      statement or press release regarding this Agreement or its subject matter
      without the prior written approval of the other Party, however, despite the
      foregoing, the Parties agree to issue a mutually agreeable joint press release
      in relation to this Agreement promptly following the Effective
      Date.




***5.7***  ***Conduct*** .
      In
      conducting all activities relating to this Agreement, the Parties agree not
      to:
      (a) knowingly conduct business in a manner that reflects unfavorably on the
      business of the other Party; (b) employ deceptive, misleading or unethical
      practices that are detrimental to the Parties, their products, and/or services;
      (c) knowingly make any false, disparaging or misleading representations,
      statements or comments with regard to the other Party’s products and/or
      services; (d) knowingly publish or employ any misleading or deceptive
      advertising material; and (e) make any representations, warranties or guaranties
      to anyone on behalf of the other Party.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -7-




**ARTICLE
      6**




**TRADEMARKS**




***6.1***  ***Ownership
      and License Grant*** .
      Except
      for the limited use provided in this Agreement, each Party hereby agrees that
      the use by it (“ ***User*** ”)
      of any
      Joint-Promotional Materials, trademarks, service marks, business names, trade
      names, domain names, logos, designs, trade dress and/or copyrights
      (“ ***Trademarks*** ”)
      of the
      other Party (“ ***Owner*** ”)
      pursuant to rights granted under this Agreement will not create any right,
      title
      or interest, in or to the Owner’s Trademarks and that all goodwill associated
      with the Owner’s Trademarks will belong to and inure to the benefit of the
      Owner. The Owner hereby grants to the User a non-exclusive, limited,
      non-transferable, non-sublicenseable (except as otherwise reasonably necessary
      for User to perform its obligations hereunder), terminable license to use,
      display, reference, show, demonstrate, distribute and reproduce the Trademarks
      provided by the Owner during the Term solely for purpose of fulfilling the
      User’s obligations under this Agreement and creating Joint Promotional
      Materials, subject to the prior review and written approval of such uses by
      the
      Owner. Notwithstanding the foregoing, after obtaining the Owner’s approval for
      any use of Owner’s Trademarks, all identical and/or substantially similar future
      use of such Trademarks by User will be deemed approved by Owner and will not
      require any Owner review.




***6.2***  ***Trademark
      Restrictions*** .
      User
      covenants and agrees that during the Term, and at all times thereafter, it
      will
      not take any action or assist any third party: (a) in any action that impairs
      or
      may impair Owner’s ownership rights or dilute, tarnish or infringe the
      Trademarks; (b) at any time dispute or contest, directly or indirectly, the
      right and title to the Owner’s Trademarks or the validity thereof; or (c)
      attempt to register or use any trademark, service mark, trade name, business
      name, trade dress, domain name, copyright or logo similar to or that may cause
      confusion with the Trademarks.




***6.3***  ***Quality
      Control*** .
      User
      will at all times use the Trademarks pursuant to this Agreement and maintain
      the
      quality standards associated with the Trademarks. During the Term [***], Owner
      will have the right at any time during its regular business hours to audit
      User
      in any manner reasonably determined by Owner as necessary to verify User’s
      compliance with this Agreement and the maintenance of Owner’s quality standards
      (“ ***Inspection*** ”).
      User
      agrees to comply fully with any such Inspection.




***6.4***  ***Proprietary
      Notices*** .
      Each
      Party agrees that it will not (and it will not allow others to) alter or remove
      any copyright, trade secret, proprietary markings, licenses and/or other legal
      notices contained on or in copies of the Trademarks and any other materials
      provided by one Party to the other.




***6.5***  ***Ownership;
      No Other Rights*** .
      Except
      as otherwise expressly provided herein, each Party will have and will at all
      times retain all rights, title and interest (including, without limitation,
      all
      Intellectual Property Rights therein) in, to and under its Trademarks. Except
      as
      expressly provided in this Agreement, no license under any Trademarks, express
      or implied, are granted by either Party under this Agreement.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -8-




**ARTICLE
      7**




**PAYMENTS**




***7.1***  ***Royalties
      and Payments*** .
      Audible
      shall be responsible for and timely pay any and all royalties or payments to
      authors, publishers and any other participants that may be required from sales
      of eContent. Apple shall be responsible for and timely pay to Audible all sums
      as required under this Agreement from the distribution of eContent.




***7.2***  [***]




***7.3***  ***Recordkeeping
      and Audits*** .
      Each
      Party agrees to maintain and keep complete and accurate books and records
      concerning all transactions provided for hereunder during the Term and for
      a
      period of two (2) years thereafter. Upon reasonable advance written notice,
      but
      not less than fourteen (I4) days, during the Term and for up to eighteen (18)
      months thereafter (the “ ***Audit***  ***Period*** ”),
      but
      no more than once during any twelve-month period, each Party will permit the
      other to appoint an independent certified public accountant not then engaged
      in
      any audit of either Party to audit applicable books and records at the audited
      Party’s principal place of business, and at the auditing Party’s sole expense,
      as necessary for the purpose of verifying the amounts due hereunder, during
      regular business hours. The certified public accountant shall not be engaged
      on
      a contingency fee basis and must sign a confidentiality agreement that protects
      each Party’s confidential information at least to the extent as this Agreement
      and no less than each Party protects its own similar information. Each Party
      may
      audit information contained in a particular statement only once, and no audit
      shall be allowed or conducted for any period lasting less than six (6) months.
      Each Party agrees that the other Party’s books and records contain “Confidential
      Information” (as defined below).




**ARTICLE
      8**




**DATA
      PROTECTION**




***8.1***  ***Security
      Solution*** .
      Apple
      shall use the Security Solution on all eContent. [***]. At any time after either
      Party becomes aware of a Security Breach, Audible shall have the right to
      require Apple to immediately remove any or all eContent from distribution,
      including distribution via ITMS. If the Security Breach is not cured during
      the
      Cure Period, then, upon Audible’s request, Apple shall suspend distributing
      eContent until such time as the Security Breach is actually cured,
      [***].




***8.2***  ***Unauthorized
      Access*** .
      Despite
      anything to the contrary, in the event of a breach of the security to the
      servers or network components that store Audible Content or Cover Art such
      that
      unauthorized access to Audible Content or Cover Art becomes available, then
      (a)
      Apple will prevent access to Audible Content via the ITMS and any distribution
      methods owned or operated by Apple and disable distribution or display of
      eContent and Cover Art within twenty-four (24) hours of Apple becoming aware
      of
      such security breach, and (b) the rights granted to Apple relating to the
      marketing, distribution and sale of eContent and Cover Art under this Agreement
      will be suspended, which shall be Audible’s sole remedy against Apple, provided
      Apple complies with this Section. If the breach of security relating to the
      servers or network components is not remedied within fifteen (I5) days after
      such breach, Audible may terminate this Agreement on written notice to Apple
      at
      any time unless such security breach has been actually cured prior to
      termination by Audible.




**ARTICLE
      9**




**TERM
      AND TERMINATION**




***9.1***  ***Term*** .
      This
      Agreement shall commence as of the Effective Date and continue until September
      30, 2010 (“ ***Initial
      Term*** ”).
      This
      Agreement will renew automatically for additional periods of one (1) year (each
      a “ ***Renewal
      Term*** ”)
      unless
      written notice is given by one Party to the other, at least [***] prior to
      the
      end of the Initial Term or any Renewal Term, of that Party’s intention not to
      renew this Agreement. The “ ***Term*** ”
will
      mean collectively the Initial Term and Renewal Term, if any. Each consecutive
      twelve-month period following the Effective Date during the Term shall be
      referred to herein as a “ ***Contract
      Year*** ”.




***9.2***  ***Breach*** .
      This
      Agreement shall automatically terminate if either Party fails to perform any
      of
      the material terms, conditions, agreements or covenants in this Agreement and
      such failure is not cured within [***] following receipt of a written notice
      of
      such failure from the Party seeking to terminate hereunder.




***9.3***  ***Automatic
      Termination*** .
      In
      addition to all other rights or remedies provided for in this Agreement or
      by
      law, this Agreement will automatically terminate in the event: (a) a Party
      makes
      a general assignment for the benefit of creditors, (b) a Party admits in writing
      its inability to pay debts as they mature, (c) a trustee, custodian or receiver
      is appointed by any court with respect to a Party or any substantial part of
      such Party’s assets, or (d) an action is taken by or against a Party under any
      bankruptcy or insolvency laws or laws relating to the relief of debtors,
      including the United States Bankruptcy Code and such action is not dismissed
      within sixty (60) days of commencement of the action.




***9.4***  ***Continuing
      Liability*** .
      The
      notification by either Party of its intent to terminate this Agreement and/or
      the expiration of this Agreement, does not relieve either Party of any
      obligations which have accrued under the terms and conditions of this Agreement,
      inclusive of those terms and conditions which extend beyond the date of
      termination.




***9.5***  ***Effect
      of Termination*** .




***(a)***  Upon
      the
      termination or expiration of this Agreement, all rights and licenses granted
      under this Agreement will terminate; provided, however this Section and **Sections
      3.3(d)** , **3.6(e)** , **6.5** , **7.3** , **9.4** , **10.5** , **14.7** , **14.8** , **14.10** and **14.11** and **Articles 11** , **12** and **13** will
      survive any expiration or termination of this Agreement.




***(b)***  Expiration
      or earlier termination of this Agreement shall not relieve Audible or Apple
      of
      its respective obligations to make any payments for the periods prior to such
      expiration or termination (and the associated accounting) in accordance with
      this Agreement.




***(c)***  Apple
      reserves the right to continue to provide first-rate customer support to
      customers of the ITMS who purchased eContent during the Term, as it determines
      in its discretion, after termination or expiration of this Agreement. Under
      no
      circumstances shall Apple intentionally disparage the Audible service, name
      or
      reputation in any manner at any time. For the avoidance of doubt, Apple shall
      not engage in the sale, promotion or advertising of Audible Content, eContent,
      Clips, Content Files, or Cover Art after the effective date of expiration or
      earlier termination of this Agreement under any circumstance
      whatsoever.




***(d)***  Except
      to
      the extent reasonably necessary for the purpose under **Section 9.5(c)** above
      (subject to written approval by Audible, which approval shall not be
      unreasonably withheld or delayed), upon the expiration or earlier termination
      of
      this Agreement, all Audible Content, eContent, Clips, Content Files, and Cover
      Art shall be promptly deleted or destroyed and all Confidential Information
      shall be returned to the disclosing Party, or destroyed.




***(e)***  Upon
      the
      expiration or earlier termination of the Term, Apple shall immediately stop
      selling eContent.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -9-




**ARTICLE
      10**




**REPRESENTATIONS
      AND WARRANTIES**




***10.1***  ***Authority*** .
      Each
      Party represents and warrants that it has full authority to enter into this
      Agreement, and to fully perform its obligations hereunder.




***10.2***  ***Rights*** .
      Each
      Party represents and warrants that it owns or controls the necessary rights
      in
      order to make the grant of rights, licenses and permissions herein, and that
      the
      exercise of such rights shall not infringe or cause to infringe the rights
      of
      any third party.




***10.3***  ***Interference*** .
      Each
      Party represents and warrants that it shall not act in any manner which
      conflicts or interferes with any existing commitment or obligation, and that
      no
      agreement previously entered into by such Party will interfere with such Party’s
      performance of its obligations under this Agreement.




***10.4***  ***Compliance
      with Laws*** .
      Each
      Party represents and warrants that it shall perform hereunder in compliance
      with
      any applicable laws, rules and regulations.




***10.5***  ***No
      Other Warranties*** .
      THE
      REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE, ARE THE ONLY
      REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES HEREUNDER. EXCEPT AS
      EXPRESSLY PROVIDED FOR HEREIN, EACH PARTY MAKES NO OTHER REPRESENTATION OR
      WARRANTY, WHETHER EXPRESS OR IMPLIED, TO THE OTHER PARTY AND EXPRESSLY EXCLUDES
      AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING
      ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
      AND
      NON-INFRINGEMENT.




**ARTICLE
      11**




**INDEMNIFICATION**




***11.1***  ***By
      Apple*** .
      Apple
      shall, at its expense, indemnify, defend and hold harmless Audible and its
      Affiliates, officers, directors, shareholders, employees, agents and direct
      or
      indirect customers from any third party claim, suit, proceeding, liability,
      settlement, costs, reasonable fees, and damages incurred arising out of or
      in
      connection with a claim (including attorney’s fees): (a) any use by Apple of the
      Audible Content, eContent or Cover Art in breach of this Agreement; (b) any
      claim that Apple Products provided by Apple hereunder infringes the Intellectual
      Property Rights of another party; or (c) a breach of any warranty,
      representation, covenant or obligation of Apple under this
      Agreement.




***11.2***  ***By
      Audible*** .
      Audible
      shall, at its expense, indemnify, defend and hold harmless Apple and its
      Affiliates, officers, directors, shareholders, employees, agents and direct
      or
      indirect customers from any third party claim, suit, proceeding, liability,
      settlement, costs, reasonable fees, and damages incurred arising out of or
      in
      connection with a claim (including attorney’s fees): (a) a breach of any
      warranty, representation, covenant or obligation of Audible under this
      Agreement; and (b) any claim that Deliverables, Audible Content or Cover Art
      provided by Audible, or its permitted use, hereunder infringes the Intellectual
      Property Rights of another party.




***11.3***  ***Indemnification
      Procedures*** .
      The
      indemnified Party will: (a) promptly notify the indemnifying Party in writing
      of
      any such claim, suit and proceeding for which the indemnified Party is seeking
      indemnity, provided, however, that failure to provide such notice will not
      relieve the indemnifying Party from its liability or obligation hereunder,
      except to the extent of any material prejudice as a direct result of such
      failure; (b) reasonably cooperate with and assist the indemnifying Party, at
      the
      indemnifying Party’s expense, in the defense of such claim; and (c) give the
      indemnifying Party authority to control the defense and settlement of any such
      claim, except that the indemnifying Party will not enter into any settlement
      that may adversely affect the indemnified Party’s rights or interest, without
      the indemnified Party’s written approval, which approval will not be
      unreasonably withheld or delayed. The indemnified Party will have no authority
      to settle any claim without permission of the indemnifying Party.




**ARTICLE
      12**




**LIMITATION
      OF LIABILITY**




***12.1***  [***]




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -10-




**ARTICLE
      13**




**CONFIDENTIALITY**




***13.1***  ***Obligations*** .
      Each
      Party may be given or may obtain access to non-public information (“ ***Receiving
      Party*** ”)
      of the
      other Party (“ ***Disclosing
      Party*** ”)
      that
      the Disclosing Party considers to be of a confidential, proprietary, or trade
      secret nature, including, without limitation, software (in both source code
      and
      object code form), Customer Information, non-public intellectual property,
      pricing, financial and operational information, business information, marketing
      information, technologies, systems, processes, research, development, designs,
      compilations, methods, techniques, procedures, inventions, ideas, data,
      improvements, disclosures, patent applications, intellectual properties,
      instruments, materials, products, patterns, works of authorship, compilations,
      programs, techniques, circuits, schematics, sequences, designs, derivative
      works, mask works, lists of names or classes of customers or personnel, skills
      and compensation of employees and consultants, and know-how, in whatever form
      or
      media, whether or not marked as confidential (collectively, the “ ***Confidential
      Information*** ”).
      The
      Receiving Party will: (a) maintain the confidentiality of the Confidential
      Information of the Disclosing Party using a level of effort that will be no
      less
      than that used by the Receiving Party to protect its own confidential
      information; and (b) not directly or indirectly disclose, copy, distribute,
      republish or allow any third party to have access to any Confidential
      Information of the Disclosing Party.




***13.2***  ***Exclusions*** .
      The
      Parties’ obligations under this Section will not apply to: (a) information that
      is or becomes a matter of public knowledge through no fault of or action by
      the
      Receiving Party, (b) information that prior to disclosure was rightfully in
      the
      possession of the Receiving Party as a result of disclosure by a third party
      under no obligation or restriction of confidentiality, (c) information that,
      subsequent to disclosure, is rightfully obtained by the Receiving Party from
      a
      third party under no obligation or restriction of confidentiality, and (d)
      information that is independently developed by the Receiving Party without
      use,
      knowledge or access to the Confidential Information of the Disclosing
      Party.




***13.3***  ***Return
      of Confidential Information*** .
      Unless
      otherwise authorized, upon the termination and/or expiration of this Agreement,
      with respect to the Disclosing Party’s Confidential Information, the Receiving
      Party will, at the direction of the Disclosing Party, promptly either: (a)
      return such Confidential Information and provide certification to the Disclosing
      Party that all such Confidential Information has been returned; or (b) destroy
      such Confidential Information and provide certification to the Disclosing Party
      that all such Confidential Information has been destroyed.




***13.4***  ***Notification
      Obligation*** .
      If the
      Receiving Party becomes aware of any unauthorized use or disclosure of the
      Confidential Information of the Disclosing Party, the Receiving Party will
      promptly and fully notify the Disclosing Party of all facts known to the
      Receiving Party concerning such unauthorized use or disclosure. In addition,
      if
      the Receiving Party is required to disclose the Disclosing Party’s Confidential
      Information pursuant to a duly authorized order, the Receiving Party will
      provide prompt written notice to the Disclosing Party of such order and will
      cooperate with the Disclosing Party in all respects to obtain a protective
      order
      or other appropriate remedy and/or waive compliance with the provisions of
      this
      Agreement. Notwithstanding anything herein to the contrary, to the extent this
      Agreement or other Confidential Information must be disclosed as a matter of
      law
      (e.g. as a material agreement in securities filings), such disclosure shall
      be
      permitted and each party shall cooperate with each other, prior to any such
      disclosure, regarding such disclosure and any efforts or requests to limit
      the
      amount or extent of such disclosure.




***13.5***  ***Equitable
      Relief*** .
      The
      Parties acknowledge that the disclosure of Confidential Information could cause
      substantial harm to the Disclosing Party that may not be remedied by the payment
      of damages alone. Accordingly, the Parties agree that the Disclosing Party
      will
      be entitled to seek to obtain preliminary and/or permanent injunctive relief
      and
      other equitable relief for any breach of this Section; provided, however, this
      Section will not limit the Disclosing Party’s right to obtain any other relief
      available to it pursuant to this Agreement, at equity or under law.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -11-




**ARTICLE
      14**




**MISCELLANEOUS**




***14.1***  ***No
      Agency or Joint Venture*** .
      The
      Parties agree and acknowledge that the relationship between the Parties is
      that
      of independent contractors acting as seller and purchaser. This Agreement shall
      not be deemed to create a partnership or joint venture, and neither Party is
      the
      other’s agent, partner, employee, or representative.




***14.2***  ***Costs
      of Performance*** .
      Except
      as expressly provided for herein, each Party shall be responsible for, and
      pay
      all costs associated with, the performance of its obligations under this
      Agreement.




***14.3***  ***Export*** .
      Apple
      shall at its own expense obtain any and all licenses, consents or approvals
      that
      may, from time-to-time, be required by the United States Department of Commerce,
      or by any other agency or department of the United States or other national
      government, prior to undertaking any export or overseas distribution of
      AudibleReady TM Apple
      Products or derivative works thereof.




***14.4***  ***Subcontractors*** .
      Apple
      may contract with third parties to provide Fulfillment Activities on behalf
      of
      Apple, provided such third parties are subject to terms no less restrictive
      than
      the terms Apple is subject to under this Agreement, and who are able to perform
      on behalf of Apple in a professional and workmanlike manner.




***14.5***  ***Entire
      Agreement, Modification, Waiver*** .
      This
      Agreement, including any annexes, schedules and exhibits hereto, contains the
      entire understanding of the Parties and relating to the subject matter hereof,
      and supersedes all previous agreements or arrangements between the Parties
      and
      relating to the subject matter hereof. This Agreement cannot be changed or
      modified except by a writing signed by the Parties. A waiver by either Party
      of
      any term or condition of this Agreement in any instance shall not be deemed
      or
      construed as a waiver of such term or condition for the future, or of any
      subsequent breach thereof. Should any provision of this Agreement be determined
      by a court of competent jurisdiction as unenforceable, such decision shall
      not
      affect any other provision hereof, and the enforceable provision shall be
      replaced by an enforceable provision that most closely meets the commercial
      intent of the Parties.




***14.6***  ***Assignment*** .
      Audible
      shall have the right to assign its rights and obligations under this Agreement
      to any entity owning or acquiring all or substantially all of its stock or
      assets unless such assignment would materially diminish or otherwise materially
      adversely affect Apple’s rights under the Agreement.




***14.7***  ***Notices*** .
      Any
      notice, approval, request, authorization, direction or other communication
      under
      this Agreement shall be given in writing and shall be deemed to have been
      delivered and given for all purposes: (i) on the delivery date if delivered
      personally to the Party to whom the same is directed or delivered by
      confirmed-receipt facsimile to the appropriate number set forth below; (ii)
      upon
      confirmed email or fax receipt (and telephone confirmation); (iii) one business
      day after deposit with a commercial overnight carrier, with written verification
      of receipt; or (iv) five business days after the mailing date, whether or not
      actually received, if sent by certified mail, return receipt requested, postage
      and charges prepaid, to the address of the Party to whom the same is directed
      as
      set forth below (or such other address as such other Party may supply by written
      notice).




If
                to Audible:Audible
                Inc.65
                Willowbrook Blvd.Wayne,
                NJ 07042Attn.:
                Brian Fielding, EVPPhone:
                973 837-2725with
                a copy to (which copy shall not constitute notice):To:
                Helene Godin,VP
                & Senior Counsel(973)
                837 2840; hgodin@audible.comIf
                to Apple:Apple
                Computer, Inc.1
                Infinite LoopCupertino,
                CA 95014Attn:
                Eddy Cue, VPFax:
                (408) 974-2140with
                a courtesy copy to (which copy shall not constitute
                notice):To:
                Apple Associate General Counsel
            Fax:
                (408) 253-0186


***14.8***  ***Governing
      Law*** .
      This
      Agreement shall be governed and interpreted in accordance with the laws of
      the
      State of California without regard to principles of conflict of laws. Each
      Party
      agrees that in the event it brings a proceeding against the other Party relating
      to this Agreement, then such proceeding will take place in the jurisdiction
      and
      venue of such other Party’s principal place of business, e.g., No. District of
      California being Apple’s principal place of business as of die date of this
      Agreement, and New Jersey being Audible’s principal place of business as of the
      date of this Agreement, and both Parties hereby waive any objection to personal
      jurisdiction or venue in those forums, respectively.




***14.9***  ***Counterparts*** .
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and all of which together shall constitute one and the same
      document.




***14.10***  ***Remedies*** .
      To the
      extent permitted by applicable law, the rights and remedies of the Parties
      provided under this Agreement are cumulative and in addition to any other rights
      and remedies of the Parties at law or equity.




***14.11***  ***Headings*** .
      The
      titles used in this Agreement are for convenience only and are not to be
      considered in construing or interpreting the Agreement.




**IN
      WITNESS WHEREOF** ,
      the
      Parties hereto have caused this Agreement to be duly executed by their
      respective offices thereunto duly authorized.




APPLE
                  COMPUTER, INC.
              AUDIBLE,
                  INC.By:
              /s/
                  Eddy Cue
              By:
              /s/
                  Donald R. KatzName:
              Eddy
                  Cue
              Name:
              Donald
                  R. KatzTitle:
              VP
                  iTunes
              Title:
              Chairman
                  & CEO


[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -12-


**SCHEDULE
      1** **.2**




**DEFINITIONS**




“ ***Acquired
      Customer*** ”
shall
      mean: (a) a first time paying customer of Audible; (b) who is referred to
      Audible’s website by Apple; (c) via a specific Uniform Resource Locator that
      identifies Apple as the referring entity or via an Audible-approved media or
      offer code or other Audible pre-approved method of tracking; and (d)
      [***].




“ ***A
      La Carte Acquired Customer*** ”
shall
      mean: (a) a first time paying customer of Audible; (b) who is referred to
      Audible’s website by Apple; and (c) via a specific Uniform Resource Locator that
      identifies Apple as the referring entity or via an Audible-approved media or
      offer code or other Audible pre-approved method of tracking.




“ ***Affiliate*** ”
means
      any person or entity that is controlled by, under common control with or
      controls a Party to this Agreement.




“ ***Apple
      Customer*** ”
means
      a
      customer who accesses eContent from ITMS.




“ ***Apple
      Products*** ”
means:
      (a) iPod, and (b) iTunes.




“ ***Audible
      Content*** ”
means
      Content owned or controlled by, or licensed to, Audible, including Audible
      originals, which Audible has the rights to provide through ITMS.




“ ***AudibleListener®
      Program*** ”
means
      the then-current Audible Service membership plans as defined at the Audible
      Site.




“ ***Audible
      Service*** ”
means
      a
      service that permits end users to access Audible Content for immediate play,
      downloading, streaming and/or for storage and time-shifted playback (including,
      without limitation via podcasting or other distribution/syndication methods):
      (a) to an end user’s computer/server; (b) to an end user’s device; (c) from web
      sites owned or controlled by Audible; and/or (d) from third-party digital
      retailers (including but not limited to ITMS).




“ ***Audible
      Site*** ”
means
      Audible’s web site, which is currently located at www.audible.com, and such
      other sites and/or servers as may be used by Audible for the Audible
      Service.




“ ***Audible
      Software*** ”
means
      Audible’s software that supports the Audible Service as provided by Audible to
      Apple hereunder and any Updates thereto as commercially released or supported
      by
      or through Audible from time to time.




“ ***Audible
      Specifications*** ”
means
      the specifications for the creation of the AudibleReady® Apple Products that are
      in use by Audible and Apple as of the Effective Date, as may be modified upon
      the mutual agreement of the Parties.




“ ***AudibleReady®
      Apple Products*** ”
means
      the Apple Products in which the Deliverables have been integrated consistent
      with the Audible Specifications and terms and conditions of this
      Agreement.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -13-




“ ***Content*** ”
means
      any audio content (and associated text, images, etc.) offered for sale and/or
      revenue generating through the inclusion of advertising or sponsorships, other
      than music, available anywhere in the world in any language, including without
      limitation, audio versions of books, newspapers, magazines, television programs,
      radio programs, speeches, debates, publications, stand-up comedy and
      lectures.




“ ***Content
      File*** ”
means
      each digital file containing Audible Content, applicable Cover Art (if any),
      parental advisory notices (if any), copyright notices (if any) and associated
      meta data, e.g., author name, publisher name etc. (if any).




“ ***Content
      Usage Rules*** ”
means
      the usage rules applicable to recordings in the form of eContent available
      on
      the ITMS that specify the terms under which eContent may be used, as set forth
      in Exhibit A attached hereto, which may be modified by Apple from time to time
      (upon advance notice to Audible in the event of a material change to such usage
      rules). If a modification expands the scope of use of eContent, then Audible
      shall have the right in its sole discretion to cause Apple to remove any
      specific eContent from the ITMS and/or terminate this Agreement on written
      notice to Apple without cost or liability.




“ ***Cover
      Art*** ”
means
      book cover and any other artwork relating to Audible Content and that Audible
      has rights to authorize Apple to use.




[***]




“ ***Deliverables*** ”
means
      the Audible Software and the Documentation.




“ ***Distribution
      Territory*** ”
means
      the United States and its territories and Canada and its territories as well
      as
      any and all territories covered under the Local Agreement(s), which as of the
      Effective Date shall be deemed to include all territories covered under the
      Prior Agreements, the European Agreement and Japan.




“ ***Documentation*** ”
means
      Audible’s documentation for the Audible Software.




“ ***eContent*** ”
means
      Audible Content in digital form and having the Security Solution, which Apple
      shall offer for sale on the ITMS pursuant to the terms and conditions of this
      Agreement.




“ ***End
      User License Agreement*** ”
means
      the license agreement provided at the Audible Website that consumers, including
      End Users, must accept and agree to prior to accessing and/or using the
      Content.




“ ***Intellectual
      Property Rights*** ”
means
      any copyright, patent, registered design, mask works, trade mark, service mark,
      application to register any of the aforementioned rights (as applicable), moral
      rights, trade secrets, rights in know-how, and any other intellectual,
      proprietary or industrial property rights of any nature whatsoever recognized
      in
      any part of the world.




“ ***iPod*** ”
means
      the Apple portable digital hardware device as of the Effective Date known as
      the
“iPod”, and subsequent version thereof, whether or not such device is branded
      under the iPod name, and are marketed primarily for playing content
      files.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -14-




“ ***ITMS*** ”
means
      the digital content store currently marketed as the iTunes Music Store, an
      electronic store and its storefronts owned, operated and controlled by Apple
      and
      subsequent versions of the iTunes Music Store.




“ ***iTunes*** ”
means
      Apple’s digital jukebox software application known as of the Effective Date as
      iTunes, for use with computers and iPods, and subsequent versions thereof
      whether or not such application is branded under the iTunes name.




“ ***Member*** ”
means
      an Apple Customer who is a participant in an AppleListener Program or any
      successor or comparable program.




“ ***Patents*** ”
means
      the following Audible patents and any related foreign filings: #5,926,624,
      #6,170,060, #6,253,237, #6,158,005 and #6,560,651.




“ ***Security
      Solution*** ”
means
      Apple’s proprietary content protection system, as set forth in **Schedule
      A** attached
      hereto, which may be modified by Apple from time to time (upon advance notice
      to
      Audible in the event of a material change to such content protection system).
      If
      a modification in Apple’s content protection system renders eContent less
      protected than before such modification, Audible shall have the right in its
      sole discretion to cause Apple to remove any specific eContent from the ITMS
      and/or terminate this Agreement on written notice to Apple without cost or
      liability.




“ ***Software
      License Agreement*** ”
means
      the license agreement that consumers must accept and agree to prior to accessing
      and/or using the Content available at the Audible Site or eContent, in a form
      substantially similar to that provided at the Audible Site.




“ ***Territory*** ”
means
      worldwide.




“ ***Updates*** ”
new
      or
      modified hardware or software functionality to address new features, products,
      enhancements, bug fixes and specific third-party requirements.




“ ***Books
      Content*** ”
means
      Content derived from books.




[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -15-




**SCHEDULE
      A**




**SECURITY
      SOLUTION**




[***]







[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -16-




**SCHEDULE
      1.4**




**LOCAL
      AGREEMENTS**




[Documents
      Attached Hereto]









[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -17-


**SCHEDULE
      4.3**




**CONTENT
      USAGE RULES**




The
      Content Usage Rules in existence as of the Effective Date. The parties shall
      attach such Content Usage Rules following the Effective Date.









[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -18-


**SCHEDULE
      4.5**




**EXAMPLE
      OF AUDIBLE.COM IN-LINE AUDIO IDENTIFICATION**




“This
      audio program is presented by Audible.com. Audible.com: Audio that speaks to
      you
      wherever you are.”









[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -19-


**SCHEDULE
      5.1**




**MARKETING**




**I.**  **Meeting**




The
      parties shall convene a sales and merchandising summit at Apple’s Worldwide
      Headquarters in Cupertino, California within two (2) months of the Effective
      Date with senior sales and operational executives from both parties to discuss
      and develop near, mid and long-term plans to maximize the sales and promotion
      of
      AudibleReady® Apple Products, ITMS, eContent, the AppleListener Program (if
      any), the Audible Service and the AudibleListener® Program to the
      public.




**II.**  **Marketing**




[***]







[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -20-


**SCHEDULE
      5.2**




**AUDIBLE.COM
      PROMOTION AT APPLE ITMS****-
      EXAMPLE**




*The **bold** type
      aspect of “Presented by Audible.com” in this example shall be considered a part
      of this Agreement.









[***]
            Confidential information has been omitted and filed separately with the
            Securities and Exchange Commission pursuant to a confidential treatment
            request.
 -21-