Norton Herrick
                              Audio Book Club, Inc.
                               20 Community Place
                        Morristown, New Jersey 07962-2346

                                December 31, 1998

Fleet National Bank, as Administrative Agent
1185 Avenue of the Americas
New York, New York 10036

                  Re: Audio Book Club, Inc. 9% Convertible Senior
                      Subordinated Promissory Note Due December 31, 2004

Gentlemen:

     Reference is made to (i) the Audio Book Club,  Inc. 9%  Convertible  Senior
Subordinated  Promissory  Note Due  December  31,  2004  (as it may be  amended,
modified or  supplemented  from time to time to the extent  permitted  under the
Credit  Agreement  referred to below,  the  "Subordinated  Note"),  and (ii) the
Credit  Agreement  of even date  herewith  as amended,  modified,  supplemented,
restated,  refinanced,  refunded  or  replaced  from time to time,  the  "Credit
Agreement") among Audio Book Club, Inc. (the "Borrower"),  the Banks,  financial
institutions and other institutional lenders from time to time party thereto (as
defined in the Credit  Agreement,  the "Lender Parties") and Fleet National Bank
in its  capacity,  inter  alia,  as  Administrative  Agent  (together  with  its
successors in such capacity, the "Administrative Agent"). Capitalized terms used
herein without definition shall have the respective meanings ascribed thereto in
the Credit Agreement.

     Norton  Herrick  (together with any of his  Affiliates  including,  without
limitation,  family and trusts,  "Herrick")  is on the date hereof the holder of
the Subordinated  Note . As an inducement to the Lenders and the  Administrative
Agent to enter into the Credit  Agreement and extend credit  thereunder,  and in
reliance  hereon,   Herrick  has  agreed  to  enter  into  this  agreement  (the
"Agreement" or "Modification  Agreement")  pursuant to which certain rights that
may be exercised by a holder of the Subordinated Note shall not be exercised, to
the extent set forth  herein,  in respect of such  portions of the  Subordinated
Note held or  controlled  directly or  indirectly by Herrick for so long as such
portions of the Subordinated Note are held or controlled by Herrick.

     For  good  and   valuable   consideration,   receipt  of  which  is  hereby
acknowledged, the parties hereto hereby agree as follows:

     1. Restrictions on Herrick's Rights.

     Notwithstanding anything to the contrary contained in the

<PAGE>

Subordinated  Note,  and only so long as Herrick  holds or  controls  all or any
portion of the Subordinated Note:

     (a)  Herrick  shall not be entitled  to assert the  existence  of a default
under  the  Subordinated  Note  based  on a  violation  of  Section  6.4  of the
Subordinated  Note arising out of or in connection with any Acquisition  Puts or
Future  Acquisition Puts (as defined in the Credit  Agreement) (the "Acquisition
Puts" and "Future Acquisition Puts").

     (b)  Herrick  shall not be entitled  to assert the  existence  of a default
arising out of a violation of Section 5.1, 5.2(e) or 5.4(d) of the  Subordinated
Note.

     (c)  Herrick  shall not be entitled  to assert the  existence  of a default
under  Section  7.1(a) of the  Subordinated  Note  arising from a default in the
payment of any accrued  interest on the  Subordinated  Note unless and until two
successive interest payments shall have failed to be made under the Subordinated
Note.

     (d)  Herrick  shall not be entitled  to assert the  existence  of a default
under Section 7.1(c) of the Subordinated Note.

     (e) If and to the extent that Herrick seeks  enforcement  thereof,  Section
7.1(e) of the  Subordinated  Note  shall not apply to any Debt due in respect of
any Acquisition Puts or Future Acquisition Puts.

     (f) If and to the extent that Herrick seeks  enforcement  thereof,  Section
7.1(h) of the  Subordinated  Note  shall not apply to any  judgment  arising  in
connection with any Acquisition Puts or Future Acquisition Puts.

     (g) Neither  Norton  Herrick nor any of his  Affiliates  (as defined in the
Credit   Agreement)  may  transfer  to  any  Affiliate  of  Norton  Herrick  the
Subordinated  Note unless any such  transferee  shall have agreed  expressly  in
writing  addressed  to the  Administrative  Agent to be bound by the  terms  and
conditions of this Agreement as if an original  signatory  thereto.  No transfer
shall be made by Norton Herrick or any of his Affiliates  (except to one or more
of  Norton  Herrick's  Affiliates)  of  any  portion  of the  Subordinated  Note
representing  less  than  $1,000,000  of the  principal  amount  thereof  or the
remaining principal if less than $1,000,000. If Herrick or any of his Affiliates
transfers  less  than all of the  Subordinated  Note  Herrick  shall  retain  no
interest  directly or indirectly in the transferred  portion of the Subordinated
Note and  shall not  benefit  from the  provisions  of the  transferred  portion
contrary to the  provisions and the intent of this  Agreement,  and prior to any
such  transfer,  the  Administrative  Agent  shall have  received  copies of all
documents  relating thereto with sufficient time in order to confirm  compliance
with the terms of this Agreement,  except that if the Administrative Agent shall
not have delivered to Norton Herrick written  confirmation or objection relating
to the matters described in this proviso within five (5) business days following
the Administrative  Agent's actual receipt of the copies of the  above-described
documents,

                                       -2-

<PAGE>

then the Administrative  Agent shall be deemed to have confirmed compliance with
the terms of this Agreement.

     (h)  Notwithstanding  any  other  provisions  contained  herein,  or in the
Subordinated  Note or in the  Senior  Subordinated  Security  Agreement:  (i) no
holder of the  Subordinated  Note other than  Herrick  shall be  entitled to the
benefits of the Senior Subordinated  Security Agreement unless such holder shall
have become party to the  Intercreditor  Agreement by execution  and delivery of
documents acceptable to the Administrative  Agent, and (ii) in any event Herrick
shall not be entitled to vote the  Subordinated  Note as a secured  claim in any
proceeding of the type described in Section 9.6 of the Credit  Agreement and all
such rights to vote the Subordinated  Note (or any portion thereof) as a secured
creditor  shall be or shall have been  assigned to the  Administrative  Agent on
terms and conditions satisfactory to the Administrative Agent.

     2. Borrower Rights.  So long as Herrick owns or controls all or any portion
of the Subordinated  Note, the Borrower shall not be, and shall not be deemed in
default under the terms of the Subordinated  Note if and when the Borrower fails
to,  recognize or comply with any term of the  Subordinated  Note not consistent
with the provisions of this  Modification  Agreement  solely with respect to the
portion of the  Subordinated  Note held or  controlled  by Herrick  and not with
respect  to any  portion  of the  Subordinated  Note not  controlled  or held by
Herrick; provided,  however, that in the event of exercise of remedies under the
Subordinated  Note by any holder of the Subordinated Note other than Herrick (to
the extent such exercise is then permitted  under the terms of the  Subordinated
Note as held by any non-Herrick holder thereof),  then Herrick shall be entitled
to exercise his remedies under the Subordinated Note.

     3. Monthly Interest. Notwithstanding the reference in the Subordinated Note
to interest being payable quarterly, interest on the portion of the Subordinated
Note held by Herrick,  if and for so long as Herrick holds $7,000,000 or more in
principal amount of the Subordinated Note, shall be paid monthly in arrears.

     4. Miscellaneous.

     (a) All notices or  communications to be given by (i) Herrick or any of his
Affiliates to the  Administrative  Agent or the Lender Parties shall be given to
such parties at their  respective  addresses  specified  for purposes of notices
under  the  Credit  Agreement  and  (ii) the  Administrative  Agent  under  this
Agreement  to Herrick or any of his  Affiliates  shall be given to such party at
the address  specified for Norton Herrick on the signature  pages hereof or such
other address as may be duly given in writing to the Administrative Agent.

     (b)  At  any  time  and  from  time  to  time,  upon  the  request  of  the
Administrative  Agent,  Norton  Herrick  and each Loan Party  shall  execute and
deliver or cause to be  executed  and  delivered,  such  further  documents  and
instruments  and do such other acts and things as the  Administrative  Agent may
reasonably request in order to fully effect the purposes of this Agreement.


                                      -3-
<PAGE>

     (c) This Agreement may not be amended or modified orally but may be amended
or modified only in writing, signed by all parties hereto and the Administrative
Agent.  No waiver of any term or provision of this Agreement  shall be effective
unless it is in writing,  making specific reference to this Agreement and signed
by the party against which such waiver is sought to be enforced.  This Agreement
constitutes  the entire  agreement  among the parties hereto with respect to the
subject matter hereof.  This Agreement shall be binding upon Herrick and each of
his  Affiliates and their  respective  successors and assigns and shall inure to
the  benefit  of the  Administrative  Agent  and the  Lender  Parties  and their
respective successors and assigns.

     (d) This Agreement may be executed in  counterparts  by the parties hereto,
and  each  such  counterpart  shall  be  considered  an  original,  and all such
counterparts shall constitute one and the same instrument.

     (e) THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF NEW YORK  WITHOUT  REGARD TO ITS  RULES  PERTAINING  TO
CONFLICTS OF LAWS.

     (f) EACH  PARTY  HERETO  IRREVOCABLY  CONSENTS  THAT ANY  LEGAL  ACTION  OR
PROCEEDING  AGAINST IT UNDER,  ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS
AGREEMENT  MAY BE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK. EACH PARTY, BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT,  EXPRESSLY AND IRREVOCABLY ASSENTS AND
SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR
PROCEEDING.  EACH  PARTY  FURTHER  IRREVOCABLY  CONSENTS  TO THE  SERVICE OF ANY
COMPLAINT,  SUMMONS,  NOTICE OR OTHER  PROCESS  RELATING  TO ANY SUCH  ACTION OR
PROCEEDING BY DELIVERY  THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER  PROVIDED
FOR IN PARAGRAPH 3(a) ABOVE. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY  WAIVES
ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING  BASED ON ANY ALLEGED LACK
OF PERSONAL JURISDICTION,  IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR
BASIS.  HERRICK SHALL NOT BE ENTITLED IN ANY SUCH ACTION OR PROCEEDING TO ASSERT
ANY DEFENSE GIVEN OR ALLOWED UNDER THE LAWS OF ANY STATE OTHER THAN THE STATE OF
NEW YORK UNLESS SUCH DEFENSE IS GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF NEW
YORK.  NOTHING 


                                      -4-
<PAGE>

IN THIS PARAGRAPH 3(e) SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE
RIGHT OF THE  ADMINISTRATIVE  AGENT TO COMMENCE  LEGAL  PROCEEDINGS OR OTHERWISE
PROCEED  AGAINST  HERRICK IN ANY  JURISDICTION OR TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW.


                                            Very truly yours,

                                            /s/ Norton Herrick
                                            ------------------------------
                                            Norton Herrick
                                            20 Community Place
                                            Morristown, New Jersey 07962-2346




                                       -5-

<PAGE>


                                            AUDIO BOOK CLUB, INC.


                                            By: /s/ John Levy
                                               ---------------------------------
                                            Name:  John Levy
                                                 -------------------------------
                                            Title:  Executive Vice President and
                                                    Chief Financial Officer
                                                  ------------------------------

Acknowledged and agreed to:

FLEET NATIONAL BANK,
 as Administrative Agent

By:  /s/ Alex Sade
   ---------------------------------
Name:  Alex Sade
     -------------------------------
Title:  Director
      ------------------------------



                                       -6-