**Exhibit
      10.55**





**MASTER
      ALLIANCE AGREEMENT**


**ADDENDUM
      3**








**Between
      the undersigned**





**Audible
      Inc** .,
      a
      Delaware corporation having offices at 1 Washington Park, 16 th Floor,
      Newark, New Jersey 07102, 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 -
      75 015 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 licence 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 informs Audible about its discussions
      with
      a major French publishing house to form a joint company in order to develop
      Audible content and simplify the financial terms of the renewed Master Alliance
      Agreement.





According
      to an Addendum n°1 to the Master Alliance Agreement, the parties agree to a
      first renewal period from September the 15 th to
      December the 31 st 2006,
      and then they agree to a second renewal period from December the 31 st 2006 to
      March the 31 st 2007.
      According to Addendum n°2 to the Master Alliance Agreement, if the parties do
      not agree to renew the Master Alliance Agreement by March the 31 st 2007,
      the Term of such agreement will end on April the 30 th 2007.





The
      discussions between Audio Direct and the French publishing house to form a
      joint
      company do not succeed.





The
      parties agree to renew the Master Alliance Agreement.





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





**Article
      1 -**





France
      Loisirs hereby renews the Master Alliance Agreement in accordance with Section
      7.1 thereof. The renewal period of the Master Alliance Agreement shall commence
      on March the 31 st 2007 and
      continue for three years in accordance with the terms of said Section
      7.1.





As
      provided in said Section 7.1, the Master Alliance Agreement may be renewed
      by
      France Loisirs in its sole discretion for successive 3 year periods by providing
      written notice of renewal to Audible prior to the expiration of the then-current
      renewal period.





**Article
      2 -**





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








**Audible
      Inc.**


By:
      Donald R. KATZ


Title:
      Chairman and CEO


Date:




**France
      Loisirs**


By:
      Jörg
      HAGEN


Title:
      President  Date:




**Audio
      Direct s.a.s**


By:
      Ara
      CINAR


Title:
      President


Date: