EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  made as of the 10th day of November,  1997, by and between
Audio Book Club,  Inc., a Florida  corporation,  with offices at 2295  Corporate
Boulevard,  N.W., Suite 222, P.O. Box 5002, Boca Raton,  Florida 33431-0802 (the
"Company"),  and John F. Levy,  residing  at 110 Oak Tree Pass,  Westfield,  New
Jersey (the "Executive").

                              W I T N E S S E T H:

     WHEREAS, the Company is engaged in the audio book club business; and

     WHEREAS, the Company desires to employ the Executive; and

     WHEREAS,  the  Executive  is  willing  to  commit  himself  to serve and to
establish a minimum  period  during which he will serve the Company on the terms
and conditions herein provided.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective
covenants  and  agreements of the parties  herein  contained and intending to be
legally bound hereby, the parties agree as follows:

          1. Recitals. The Whereas clauses recited above are hereby incorporated
     by reference as though they were fully set forth herein.

          2.  Employment.  The  Company  shall  employ  the  Executive  and  the
     Executive  shall serve the Company,  on the terms and  conditions set forth
     herein.

          3. Term. The employment of the Executive by the Company as provided in
     paragraph 2 shall  commence on the effective date of this Agreement and end
     on the second (2nd) anniversary of the effective date, subject, however, to
     the other termination provisions contained herein.

          4. Position and Duties. The Executive shall be employed by the Company
     as an Executive Vice President and Chief Financial  Officer.  His power and
     authority  shall be and remain  subject to the direction and control of the
     Board of Directors and all officers senior to him including but not limited
     to the Chief  Operating  Officer  Michael  Herrick and the Chief  Executive
     Officer Norton  Herrick.  The Executive shall have  responsibility  for the
     financial  oversight of the business and affairs of the Company,  including
     without limitation responsibility for all filings with the


<PAGE>


     Securities and Exchange  Commission,  the Internal  Revenue Service and all
     other agencies  (federal,  state or local) and/or stock  exchanges to which
     the Company must report,  subject to appropriate review and approval of the
     Board of Directors  and senior  officers and such further  revisions as the
     Executive  deems  necessary.  The scope of his duties and the extent of his
     responsibilities  shall  be  substantially  the  same  as  the  duties  and
     responsibilities of other chief financial officers of public companies. The
     Executive  shall be required to spend his full time and attention,  without
     other outside business interests,  in the performance of his duties and the
     Company's business and affairs.

     5.   Compensation and Related Matters.

     (a) Salary. During the term of this Agreement, the Company shall pay to the
Executive,  as  compensation  for his  services,  an  initial  annual  salary of
$135,000 in equal monthly installments during the first year of the term of this
Agreement; and $150,000 during the second year of the term of this Agreement. In
addition,  the Executive may receive a performance-based  bonus to be determined
by the  Chief  Executive  Officer  in his sole and  absolute  discretion  with a
minimum bonus at the end of year one,  provided the Executive is still  employed
by the  Company at that time,  of Seven  Thousand  Five  Hundred and 00/100 U.S.
Dollars  ($7,500.00)  and a minimum  bonus at the end of year two,  provided the
Executive is still employed by the Company at that time, of Twelve Thousand Five
Hundred and 00/100 U.S. Dollars ($12,500.00);  such bonuses shall be paid within
forty-five (45) days after the end of each year.

     (b) Expenses.  The Executive  shall receive  prompt  reimbursement  for all
reasonable  travel and business  expenses in connection with services  performed
hereunder  in  accordance  with  normal  Company  policy,  as  the  same  may be
determined from time to time.

     (c) Insurance and Employee Benefits.  The Executive shall receive insurance
and employee  benefits  applicable to all officers of the Company.  In addition,
the Executive  shall be reimbursed for reasonable  costs  associated  with up to
twenty-four  (24) hours of continuing  education  courses with respect to topics
germane to his duties,  including  reasonable  local travel costs to attend such
courses and  reasonable  fees for such  courses.  In addition,  the Company will
reimburse the Executive for his dues to the AICPA and ISCPA and subscriptions to
the Wall Street Journal,  Business Week, Forbes Magazine and America Online. The
Executive will be provided with a portable  computer,  cellular phone and pocket
electronic organizer at the Company's expense.



                                       2
<PAGE>


     (d) Vacation. The Executive shall receive, prorata during each full year of
his  employement,  three  (3)  weeks  paid  vacation  approved  one (1) month in
advance. The Executive will make every effort to schedule the vacation time at a
time most  convenient  for the Company,  with the Company  recognizing  that the
Executive's  flexibility  is limited by school  calendars.  Notwithstanding  the
foregoing,  the Executive shall not be entitled to vacation during the three (3)
week  period  prior to the date on which  the  Company's  Annual  Report on Form
10-KSB  (or Form  10-K) or  Quarterly  Report on Form  10-QSB (or Form 10-Q) are
required to be filed with the Securities and Exchange  Commission.  In addition,
the Executive will receive normal  Company  holidays,  plus two (2) days off for
Rosh Hashanah and one (1) day off for Yom Kippur unless such holy days fall on a
weekend.

     (e) Stock  Options.  The  Executive  will receive  stock options to acquire
thirty thousand  (30,000) shares of Common Stock in the Company  pursuant to and
in accordance with the Company's Stock Option Plan.  Options with respect to ten
thousand  (10,000)  shares shall vest at the end of year one,  provided that the
Executive is an employee of the Company at that time and options with respect to
twenty thousand  (20,000) shares will vest at the end of year two, provided that
the Executive is still employed by the Company at that time.  Such options shall
be  exercisable  at a price per share equal to one hundred ten percent (110%) of
the public  offering price of the Common Stock in the initial  public  offering,
which was completed on October 27, 1997, and will be on the terms and conditions
as more specifically provided for in the Company's Stock Option Plan.

     6. Termination by the Company. The Executive's  employment hereunder may be
terminated by the Company  without any breach of this  Agreement  only under the
circumstances described below.

     (a) Death.  The Executive's  employment  hereunder shall terminate upon his
death.

     (b)  Disability.  If,  as a result  of the  Executive's  incapacity  due to
physical or mental illness,  as determined by a physician mutually chosen by the
Executive and the Company,  the Executive shall have been absent from his duties
hereunder for a consecutive  period of forty-five  (45) days and after notice of
termination  is given (which may be given before or after the end of such 45 day
period but which will in no event be effective  until, at the earliest,  the day
following  the  forty-fifth  day of the period)  shall not have  returned to the
performance of his duties hereunder, as


                                       3
<PAGE>


that concept is contemplated  in this Agreement,  within ten (10) days after the
notice of  termination  is given,  the Company  may  terminate  the  Executive's
employment hereunder.

     (c) Cause. The Company may terminate the Executive's  employment under this
Agreement  at any time for  cause.  For  purposes  of this  Agreement,  the term
"cause" shall include one or more of the following: (i) willful misconduct, (ii)
continued  failure by the Executive to perform his duties,  as  contemplated  in
this  Agreement,  as Chief Financial  Officer (other than through  disability as
defined in paragraph  6(b),  above),  (iii)  conviction of a crime or alcohol or
drug abuse,  or (iv) the Executive's  breach of this Agreement.  The termination
shall be evidenced by written notice thereof to the Executive.

     (d)  Without  Cause.  In  addition  to any other  rights the Company has to
terminate the Executive's  employment under this Agreement,  the Company may, at
any time, by a vote of not less than sixty  percent (60%) of the directors  then
in  office  (excluding  the  vote of the  Executive  if he is also a  director),
terminate  the  Executive  without  cause upon ninety  (90) days' prior  written
notice to the Executive setting forth the reasons,  if any, for the termination.
For purposes of this Agreement,  the term "without cause" shall mean termination
by the Company on any grounds other than those set forth in paragraphs 6(a), (b)
or (c) hereof. It shall also be a termination  without cause, at the election of
the Executive,  if the Executive is asked to work at a business  location of the
Company  which is more  than  fifty  (50)  miles  from  Westfield,  New  Jersey.
Notwithstanding  the foregoing,  it is understood that travel in connection with
the  performance  of  Executive's  duties shall not be deemed to be  termination
without cause.

     (e)  Severance  Pay.  In the event  that the  Company  has  terminated  the
Executive's  employment  under this Agreement (i) "without cause" or (ii) in the
event there is a "Change of Control" (as defined below), then the Executive will
be entitled to receive  severance  pay equal to fifty  percent (50%) of his base
salary  for the  unexpired  period  of his two (2) year  employment  term;  such
payment,  if any, shall be made to the Executive within thirty (30) days of such
termination of the Executive's employment.

     (f)  Change of  Control.  For  purposes  of this  Agreement,  a "Change  of
Control" shall be deemed to occur, unless previously  consented to in writing by
the Executive,  and only if the Executive is not offered  continued  employment,
upon (i) the actual  acquisition  of fifty  percent  (50%) or more of the voting
securities  of the  Company  by any  company  or entity or  affiliated  group of
companies or entities (other than pursuant to a bona fide underwriting agreement
relating  to a public  distribution  of  securities  of the  Company),  (ii) the
completion of a tender or exchange offer for more



                                       4
<PAGE>


than fifty percent (50%) of the voting  securities of the Company by any company
or entity or affiliated  group of companies or entities not affiliated  with the
Executive,  (iii) the  completion of a proxy contest  against the management for
the election of a majority of the Board of Directors of the Company if the group
conducting the proxy contest owns, has or gains the power to vote at least fifty
percent  (50%) of the  voting  securities  of the  Company,  or (iv) a merger or
consolidation  in which the Company is not the surviving  entity or a sale of or
substantially all of the assets of the Company.

     (g)  Change of  Control  Compensation.  In the event of a  completion  of a
tender or  exchange  offer  for more  than  fifty  percent  (50%) of the  voting
securities  of the  Company  by any  company  or entity or  affiliated  group of
companies or entities not  affiliated  with the  Executive,  the stock  options,
described in paragraph 5(e),  shall  immediately be exercisable and any unvested
shall immediately vest.

     (h) The  Executive  shall not be  required  to  mitigate  the amount of any
payment  provided  for in  this  paragraph  6 by  seeking  other  employment  or
otherwise nor shall the amount of any payment  provided for in this  paragraph 6
be  reduced  by any  compensation  earned  by the  Executive  as the  result  of
employment by another employer or business or by profits earned by the Executive
from any other source at any time before and after the date of termination.  The
amounts  payable to the Executive  under this Agreement  shall not be treated as
damages,  but as severance  pay to which the  Executive is entitled by reason of
his employment and the circumstances contemplated by this Agreement.

     (i) The severance pay which the Executive  will be entitled to receive as a
result of the termination of his employment  under this Agreement,  shall be the
Executive's exclusive remedy in the event of such termination.

     7.  Non-Competition  and  Confidentiality  Covenant.  The Executive  hereby
covenants  and agrees  that he will not serve as an  officer  of or perform  any
functions for any other  company  during the term of his  employment  under this
Agreement,  except that the  Executive  shall be  permitted  to serve as a board
member of the Israel  Histradrut  Group  Foundation,  a  not-for-profit  entity,
provided  serving as a board member for such entity does not interfere  with the
performance of the Executive's duties under this Agreement. In addition,  during
the  term of  this  Agreement  and for a  period  of two (2)  years  immediately
following  the  termination  of his  employment,  whether  said  termination  is
occasioned by the Company,  the Executive or a mutual  agreement of the parties,
the Executive shall not, for himself or on behalf of any other person,  persons,
firm,  partnership,  corporation  or  company,  engage  or  participate  in  any
activities which are in direct or indirect conflict


                                       5
<PAGE>


with the  interests of the Company or solicit or attempt to solicit the business
or patronage of any person, firm, corporation, company or partnership, which had
previously been a customer of the Company,  for the purpose of selling  products
and services similar to those provided by the Company.

     Furthermore, the Executive acknowledges and agrees that: all mailing lists;
customer,  member and prospect  names;  license or  arrangement;  front-end  and
back-end marketing performance; financial statements; operating system, database
and other computer software,  specific to the Company; and all information which
is known by the  Executive  to be  subject  to a  confidentiality  agreement  or
obligation of confidentiality,  even without a confidentiality agreement between
the Company and another person or party, shall be maintained by the Executive in
a confidential  manner and the Executive  agrees that the Executive will not use
such information to the detriment of the Company or disclose such information to
any third  party,  except as may be necessary  in the course of  performing  the
Executive's  job  responsibilities.  The  Executive  further  agrees  that these
obligations of  confidentiality  with respect to such information shall continue
after the  Executive  ceases to be employed by the  Company.  Disclosure  of the
aforementioned  information  shall  not be  prohibited  if  such  disclosure  is
directly pursuant to a valid and existing order of a court or other governmental
body or  agency  within  the  United  States;  provided,  however,  that (i) the
Executive  shall  first  have  given  prompt  notice to the  Company of any such
possible or prospective  order (or  proceeding  pursuant to which any such order
may result), (ii) the Company shall have been afforded a reasonable  opportunity
to review such disclosure and to prevent or limit any such disclosure, and (iii)
the Executive  shall,  if requested by the Company and at the Company's cost and
expense,  use his best efforts to prevent or limit any such  disclosure by means
of a protective order or a request for confidential treatment.

     The Executive further acknowledges that the Executive will not disclose any
information  with respect to the  Company,  its  operations  or its officers and
directors,  whether or not such information is confidential,  to Stephen Swid or
any entity or company in which  Stephen Swid has an  ownership  interest or is a
director,  officer  or  employee  or to any  attorneys,  accountants,  agents or
representatives  of  Stephen  Swid  or any of the  aforementioned  companies  or
entities.

     8.  Indemnification.  To the maximum extent  permitted  under the corporate
laws  of  the  State  of  Florida  or,  if  more  favorable,   the  Articles  of
Incorporation  and/or  By-Laws  of the  Company as in effect on the date of this
Agreement,  (a) the  Executive  shall be  indemnified  and held  harmless by the
Company, as provided under such corporate laws or such Articles of Incorporation
and/or By-



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<PAGE>


Laws,  as  applicable,  for any and all  actions  taken or  matters  undertaken,
directly or indirectly,  in the  performance of his duties and  responsibilities
under  this  Agreement  or  otherwise  on behalf of the  Company,  provided  the
Executive  did not act wantonly or  recklessly  or was not grossly  negligent or
engaged in willful misconduct,  and (b) without limiting clause (a), the Company
shall  indemnify and hold harmless the Executive from and against (i) any claim,
loss, liability,  obligation, damage, cost, expense, action, suit, proceeding or
cause of action  (collectively,  "Claims") arising from or out of or relating to
the Executive's acting as an officer, director, employee or agent of the Company
or  any  of  its  affiliates  or  in  any  other  capacity,  including,  without
limitation, any fiduciary capacity, in which the Executive serves at the request
of the Company,  and (ii) any cost or expense  (including,  without  limitation,
fees and disbursements of counsel)  (collectively,  "Expenses")  incurred by the
Executive in connection with the defense or investigation  thereof. If any Claim
is asserted or other matter arises with respect to which the Executive  believes
in good faith the  Executive  is entitled  to  indemnification  as  contemplated
hereby,  the Company  shall,  at its election,  to be determined in its sole and
absolute discretion, either assume the defense or investigation of such Claim or
matter or pay the  Expenses  incurred by the  Executive in  connection  with the
defense or  investigation  of such Claim or matter,  provided that the Executive
shall reimburse the Company for such amounts,  plus simple  interest  thereon at
the then current Prime Rate as in effect from time to time, compounded annually,
if the Executive shall be found, as finally judicially  determined by a court of
competent jurisdiction, not to have been entitled to indemnification hereunder.

     9.  Binding  Agreement.  This  Agreement  and all  rights of the  Executive
hereunder  shall inure to the benefit of and be enforceable  by the  Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees,  divisees  and  legatees.  In  addition,  this  Agreement  and the
obligations and rights of the Company  hereunder shall be binding on any person,
firm or corporation which is a successor-in-interest to the Company.

     10. Notice.  For the purpose of this  Agreement,  notices,  demands and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be deemed to have been duly given when delivered personally, or by private
overnight  courier  or  mail  service,  postage  prepaid  or  (unless  otherwise
specified)  mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


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<PAGE>


If to the Executive:                To the address at the head of this Agreement
If to the Company:                  Audio Book Club, Inc.
                                    2295 Corporate Boulevard, N.W., Suite 222
                                    P.O. Box 5002
                                    Boca Raton, Florida 33431-0802
                                    (561) 241-1426

or to such other  address as the  parties  may furnish to each other in writing.
Copies of all  notices,  demands  and  communications  shall be sent to the home
addresses of all members of the Board of Directors of the Company.

     11.  Miscellaneous.

     (a) No provision of this  Agreement  may be modified,  waived or discharged
unless such waiver,  modification or discharge is agreed to in writing signed by
the parties  hereto,  provided,  however,  that this  Agreement may be modified,
waived or discharged by mutual agreement in writing.

     (b) No delay,  waiver,  omission  or  forbearance  (whether  by  conduct or
otherwise) by any party hereto at any time to exercise any right,  option,  duty
or power  arising  out of breach  or  default  by the other  party of any of the
terms,  conditions or provisions of this Agreement to be performed by such other
party shall constitute a waiver by such party or a waiver of such party's rights
to  enforce  any  right,  option or power as  against  the other  party or as to
subsequent  breach or default by such other party,  and no explicit waiver shall
constitute a waiver of similar or dissimilar terms,  provisions or conditions at
the same time or at any prior or subsequent time.

     12. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Florida  and any action  brought by either  party  shall be
commenced in the courts of the State of Florida.  The  Executive and the Company
hereby  irrevocably  and  unconditionally  consent  to submit  to the  exclusive
jurisdiction  of the  courts of the State of Florida  and the  United  States of
America located in Palm Beach County,  Florida for any and all actions, suits or
proceedings arising out of or resulting from or relating to this



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<PAGE>


Agreement and the transactions  contemplated hereby and the parties agree not to
commence any action,  suit or proceeding relating thereto except in such courts.
The parties hereby  irrevocably and  unconditionally  waive any objection to the
laying of venue of any such action, suit or proceeding arising out of, resulting
from or relating to this Agreement or the  transactions  contemplated  hereby in
such courts and hereby further irrevocably and  unconditionally  waive and agree
not to plead or claim in any such court  that such  action,  suit or  proceeding
brought in any such court has been brought in an inconvenient forum.

     13.  Validity.  The  invalidity  or  unenforceability  of any  provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

     14.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

     15. Entire Agreement.  This Agreement contains the entire  understanding of
the Company and the  Executive  with respect to his  employment  by the Company.
This  Agreement  supersedes  all prior  agreements  and  understandings  whether
written  or oral  between  the  Executive  and the  Company,  and  there  are no
restrictions,  agreements,  promises,  warranties or covenants  other than those
stated in this Agreement.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
shown below effective as of the date first written above.

                                         "COMPANY"

Date Signed: 11/19, 1997                 AUDIO BOOK CLUB, INC., a Florida
                                         corporation

                                         By: /s/ Norton Herrick
                                            ------------------------------------
                                         Printed Name: NORTON HERRICK
                                                      --------------------------
                                         Title: CEO
                                               ---------------------------------


                                                     "EXECUTIVE"

Date Signed: 11/19, 1997                 /s/ John F. Levy
                                         ---------------------------------------
                                         Printed Name: John F. Levy
                                                      --------------------------


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<PAGE>


                        AMENDMENT TO EMPLOYMENT AGREEMENT

The Employment Agreement by and between Audio Book Club, Inc. (Company) and John
F. Levy  (Executive) is hereby amended to clarify that the term "effective date"
of the  Employment  Agreement is November 10, 1977  provided  that the Executive
shall not be  elected to the  offices  of  Executive  Vice  President  and Chief
Financial Officer until January 1, 1998 and prior to such time shall serve as an
employee  of the  Company  and  receive  compensation  during such period at the
annual  rate  specified  in the  Employment  Agreement  prorated  for the period
November 10, 1997 through December 31. 1997.

Dated as of November 11, 1997        "COMPANY"
                                     Audio Book Club, Inc. a Florida Corporation


                                     By: /s/ Norton Herrick
                                         ---------------------------------------
                                         Norton Herrick, CEO



                                     "EXECUTIVE"


                                      /s/ John F. Levy
                                     -------------------------------------------
                                          John F. Levy