**MASTER
      ALLIANCE AGREEMENT**


**ADDENDUM
      1**





**Between
      the undersigned**





**Audible,
      Inc.** ,
      a
      Delaware corporation having offices at 65 Willowbrook Boulevard, Wayne, New
      Jersey 07470, represented by





Hereinafter
      “Audible”





**And**





**France
      Loisirs** ,
      a
      French stock corporation with a capital of 3.724.000 € ,
      registered under number 702 019 902 RCS Paris, having offices at 123 boulevard
      de Grenelle- 75015 Paris, represented by





Hereinafter
      “France Loisirs”





**And**





**Audio
      Direct** ,
      French
      stock corporation with a capital of 100.000 €,
      registered under number 453 464 927 RCS Paris, having offices at 123 boulevard
      de Grenelle- 75015 Paris, represented by





Hereinafter
      “Audio Direct”





**PREAMBLE**





According
      to a Master Alliance Agreement between Audible, France Loisirs and Audio Direct,
      Audible grants to France Loisirs the exclusive right and license to conduct
      and
      operate the Audible Service, to offer and sell licenses to end users to download
      digital audio books and audio spoken word content in French.





This
      agreement commences on September 15 th 2004 and
      continues for a period of 24 months.





By
      letter
      dated June the 22 nd 2006,
      and as per article 7.1, Audio Direct informed Audible about its discussions
      with
      a major French publishing house to form a joint company in order to develop
      Audible contents and a desire to simplify the financial terms of the renewed
      Master Alliance Agreement.













**Therefore
      it has been agreed and decided as follows:**





**Article
      1 -**





The
      parties agree to a first renewal period of the Master Alliance agreement from
      September the 15 th 2006 to
      December the 31 st 2006.





The
      parties agree to negotiate inn good faith the terms of a second renewal of
      the
      Master Alliance Agreement during the period from July the 25 th 2006 to
      November the 30 th 2006.





During
      the period of time of the first renewal period, all the terms and conditions
      of
      the Master Alliance Agreement remain in effect, except the 180 day notice
      provision in Article 7.2.





If
      the
      parties don’t agree to and execute a second renewal of the Master Alliance
      Agreement by November the 30 th 2006,
      the first renewal of Master Alliance Agreement will expire on December the
      31 st 2006,
      and no further renewals will be possible.





For
      the
      avoidance of doubt, if a second renewal of the Master Alliance Agreement is
      not
      executed by November the 30 th 2006,
      the Master Alliance Agreement will terminate on December the 31 st 2006.








**Article
      2 -**





This
      addendum effective date is September the 15 th 2006.





The
      parties agree that other terms and conditions of the Master Alliance Agreement
      not modified hereunder remain in effect.








**Audible,
      Inc.**       **France
      Loisirs**


By  /s/
      Andy
      Kaplan      By  /s/
      Jorg
      Hagen


Title  Chief
      Financial Officer     Title  President


Date  August
      8,
      2006      Date  August
      9,
      2006








**Audio
      Direct s.a.s.**


By  /s/
      Ara
      Cinar


Title  Vice
      President


Date  August
      9,
      2006