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Exhibit 10.37

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID
AFTER 5:00 P.M. EASTERN TIME ON [FIFTH ANNIVERSARY OF CLOSING DATE] (the
EXPIRATION DATE).

No. ____________

AUDIBLE, INC.

WARRANT TO PURCHASE [___] SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE

For VALUE RECEIVED, [_________] (Warrantholder), is entitled
to purchase, subject to the provisions of this Warrant, from Audible, Inc., a
Delaware corporation (Company), at any time not later than 5:00 P.M., Eastern
time, on the Expiration Date, at an exercise price per share equal to $1.15
(the exercise price in effect being herein called the Warrant Price),
[___] shares (Warrant Shares) of the Companys Common Stock, par value
$.01 per share (Common Stock). The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein.

Section 1.      Registration. The Company shall maintain books for the
transfer and registration of the Warrant. Upon the initial issuance of this
Warrant, the Company shall issue and register the Warrant in the name of the
Warrantholder.

Section 2.      Transfers. As provided herein, this Warrant may be transferred
only pursuant to a registration statement filed under the Securities Act of
1933, as amended (Securities Act), or an exemption from such registration.
Subject to such restrictions, the Company shall transfer this Warrant from time
to time upon the books to be maintained by the Company for that purpose, upon
surrender thereof for transfer properly endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be reasonably
required by the Company, including, if required by the Company, an opinion of
its counsel to the effect that such transfer is exempt from the registration
requirements of the Securities Act of 1933, to establish that such transfer is
being made in accordance with the terms hereof, and a new Warrant shall be
issued to the transferee and the surrendered Warrant shall be canceled by the
Company.





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Section 3.      Exercise of Warrant. Subject to the provisions hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time upon
surrender of the Warrant, together with delivery of the duly executed Warrant
exercise form attached hereto as Appendix A (the Exercise Agreement) and
payment by cash, certified check or wire transfer of funds for the aggregate
Warrant Price for that number of Warrant Shares then being purchased, to the
Company during normal business hours on any business day at the Companys
principal executive offices (or such other office or agency of the Company as
it may designate by notice to the holder hereof). The Warrant Shares so
purchased shall be deemed to be issued to the holder hereof or such holders
designee, as the record owner of such shares, as of the close of business on
the date on which this Warrant shall have been surrendered (or evidence of
loss, theft or destruction thereof and security or indemnity satisfactory to
the Company), the Warrant Price shall have been paid and the completed Exercise
Agreement shall have been delivered. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the
Exercise Agreement, shall be delivered to the holder hereof within a reasonable
time, not exceeding three (3) business days, after this Warrant shall have been
so exercised. The certificates so delivered shall be in such denominations as
may be requested by the holder hereof and shall be registered in the name of
such holder or such other name as shall be designated by such holder. If this
Warrant shall have been exercised only in part, then, unless this Warrant has
expired, the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the holder a new Warrant representing the number of
shares with respect to which this Warrant shall not then have been exercised.
As used herein, business day means a day, other than a Saturday or Sunday, on
which banks in New York City are open for the general transaction of business.

Section 4.      Compliance with the Securities Act of 1933. The Company may
cause the legend set forth on the first page of this Warrant to be set
forth on each Warrant or similar legend on any security issued or issuable
upon exercise of this Warrant, unless counsel for the Company is of the
opinion as to any such security that such legend is unnecessary.

Section 5.      Payment of Taxes. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Warrant Shares issuable
upon the exercise of the Warrant; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable in respect of
any transfer involved in the issuance or delivery of any certificates for
Warrant Shares in a name other than that of the registered holder of this
Warrant in respect of which such shares are issued, and in such case, the
Company shall not be required to issue or deliver any certificate for
Warrant Shares or any Warrant until the person requesting the same has paid
to the Company the amount of such tax or has established to the Companys
reasonable satisfaction that such tax has been paid. The holder shall be
responsible for income and gift taxes due under federal, state or other
law, if any such tax is due.

Section 6.      Mutilated or Missing Warrants. In case this Warrant shall
be mutilated, lost, stolen, or destroyed, the Company shall issue in
exchange and substitution of

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and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and for the purchase of a like
number of Warrant Shares, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or
destruction of the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if requested by
the Company.

Section 7.      Reservation of Common Stock. The Company hereby represents
and warrants that there have been reserved, and the Company shall at all
applicable times keep reserved until issued (if necessary) as contemplated
by this Section 7, out of the authorized and unissued shares of Common
Stock, sufficient shares to provide for the exercise of the rights of
purchase represented by this Warrant. The Company agrees that all Warrant
Shares issued upon exercise of the Warrant shall be, at the time of
delivery of the certificates for such Warrant Shares upon the due exercise
of this Warrant, duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock of the Company.

Section 8.      Adjustments. Subject and pursuant to the provisions of
this Section 8, the Warrant Price and number of Warrant Shares subject to
this Warrant shall be subject to adjustment from time to time as set forth
hereinafter.

(a)      If the Company shall, at any time or from time to time while this
Warrant is outstanding, pay a dividend or make a distribution on its Common
Stock in shares of Common Stock, subdivide its outstanding shares of Common
Stock into a greater number of shares or combine its outstanding shares of
Common Stock into a smaller number of shares or issue by reclassification
of its outstanding shares of Common Stock any shares of its capital stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then the number
of Warrant Shares purchasable upon exercise of the Warrant and the Warrant
Price in effect immediately prior to the date upon which such change shall
become effective, shall be adjusted by the Company so that the
Warrantholder thereafter exercising the Warrant shall be entitled to
receive the number of shares of Common Stock or other capital stock which
the Warrantholder would have received if the Warrant had been exercised
immediately prior to such event upon payment of a Warrant Price that has
been adjusted to reflect a fair allocation of the economics of such event
to the Warrantholder. Such adjustments shall be made successively whenever
any event listed above shall occur.

(b)      If any capital reorganization, reclassification of the capital
stock of the Company, consolidation or merger of the Company with another
corporation in which the Company is not the survivor, or sale, transfer or
other disposition of all or substantially all of the Companys assets to
another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition, lawful and adequate provision shall be made whereby each
Warrantholder shall thereafter have the right to purchase and receive upon
the basis and upon the terms and conditions herein specified and in lieu of
the Warrant Shares immediately theretofore issuable upon

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exercise of the
Warrant, such shares of stock, securities or assets as would have been
issuable or payable with respect to or in exchange for a number of Warrant
Shares equal to the number of Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other
disposition not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of each
Warrantholder to the end that the provisions hereof (including, without
limitation, provision for adjustment of the Warrant Price) shall thereafter
be applicable, as nearly equivalent as may be practicable in relation to
any shares of stock, securities or properties thereafter deliverable upon
the exercise thereof. The Company shall not effect any such consolidation,
merger, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other
appropriate corporation or entity shall assume the obligation to deliver to
the holder of the Warrant such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled to
purchase, and the other obligations under this Warrant. The provisions of
this paragraph (b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other
dispositions.

(c)      In case the Company shall fix a payment date for the making of a
distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness or
assets (other than cash dividends or cash distributions payable out of
consolidated earnings or earned surplus or dividends or distributions
referred to in Section 8(a)), or subscription rights or warrants, the
Warrant Price to be in effect after such payment date shall be determined
by multiplying the Warrant Price in effect immediately prior to such
payment date by a fraction, the numerator of which shall be the total
number of shares of Common Stock outstanding multiplied by the Market Price
(as defined below) per share of Common Stock immediately prior to such
payment date, less the fair market value (as determined by the Companys
Board of Directors in good faith) of said assets or evidences of
indebtedness so distributed, or of such subscription rights or warrants,
and the denominator of which shall be the total number of shares of Common
Stock outstanding multiplied by such Market Price per share of Common Stock
immediately prior to such payment date. Market Price as of a particular
date (the Valuation Date) shall mean the following: (a) if the Common
Stock is then listed on a national stock exchange, the closing sale price
of one share of Common Stock on such exchange on the last trading day prior
to the Valuation Date; (b) if the Common Stock is then quoted on the NASDAQ
Stock Market, Inc. National Market System (Nasdaq), the closing sale
price of one share of Common Stock on Nasdaq on the last trading day prior
to the Valuation Date or, if no such closing sale price is available, the
average of the high bid and the low asked price quoted on Nasdaq on the
last trading day prior to the Valuation Date; or (c) if the Common Stock is
not then listed on a national stock exchange or quoted on Nasdaq, the Fair
Market Value of one share of Common Stock as of the Valuation Date, shall
be determined in good faith by the Board of Directors of the Company and
the Warrantholder. The Board

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of Directors of the Company shall respond
promptly, in writing, to an inquiry by the Warrantholder prior to the
exercise hereunder as to the Market Value of a share of Common Stock as
determined by the Board of Directors of the Company. In the event that the
Board of Directors of the Company and the Warrantholder are unable to agree
upon the Market Value in respect of subpart (c) hereof, the Company and the
Warrantholder shall jointly select an appraiser, who is experienced in such
matters. The decision of such appraiser shall be final and
conclusive, and the cost of such appraiser shall be borne evenly by the
Company and the Warrantholder. Such adjustment shall be made successively
whenever such a payment date is fixed.

(d)      For the term of this Warrant, in addition to the provisions
contained above, the Warrant Price shall be subject to adjustment as
provided below. An adjustment to the Warrant Price shall become effective
immediately after the payment date in the case of each dividend or
distribution and immediately after the effective date of each other event
which requires an adjustment.

(e)      In the event that, as a result of an adjustment made pursuant to
this Section 8, the holder of this Warrant shall become entitled to receive
any shares of capital stock of the Company other than shares of Common
Stock, the number of such other shares so receivable upon exercise of this
Warrant shall be subject thereafter to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions
with respect to the Warrant Shares contained in this Warrant.

(f)      Except as provided in subsection (g) hereof, if and whenever the
Company shall issue or sell, or is, in accordance with any of subsections
(f)(l) through (f)(6) hereof, deemed to have issued or sold, any shares of
Common Stock for a consideration per share less than the Warrant Price in
effect immediately prior to the time of such issue or sale, then and in
each such case (a Trigger Issuance) the then-existing Warrant Price,
shall be reduced, as of the close of business on the effective date of the
Trigger Issuance, to a price determined as follows:

| |                        |   |             | 
| | ---------------------- | - | ----------- | 
| | Adjusted Warrant Price | = | (A x B) + D | 
| |                        |   | A+C         | 

where

A equals the number of shares of Common Stock outstanding, including
Additional Shares (as defined below) deemed to be issued hereunder, immediately
preceding such Trigger Issuance;

B equals the Warrant Price in effect immediately preceding such Trigger
Issuance;

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C equals the number of Additional Shares of Common Stock issued or
deemed issued hereunder as a result of the Trigger Issuance; and

D equals the aggregate consideration, if any, received or deemed to be
received by the Company upon such Trigger Issuance.

For purposes of this subsection (f), Additional Shares of Common Stock
shall mean all shares of Common Stock issued by the Company or deemed to be
issued pursuant to this subsection (f), other than Excluded Issuances (as
defined in subsection (g) hereof).

For purposes of this subsection (f), the following subsections (f)(l) to
(f)(6) shall also be applicable (subject, in each such case, to the provisions
of subsection (g) hereof) and to each other subsection contained in this
subsection (f):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)(1) Issuance of Rights or Options. In case at any time
the Company shall in any manner grant (directly and not by
assumption in a merger or otherwise) any warrants or other rights
to subscribe for or to purchase, or any options for the purchase
of, Common Stock or any stock or security convertible into or
exchangeable for Common Stock (such warrants, rights or options
being called Options and such convertible or exchangeable stock
or securities being called Convertible Securities) whether or not
such Options or the right to convert or exchange any such
Convertible Securities are immediately exercisable, and the price
per share for which Common Stock is issuable upon the exercise of
such Options or upon the conversion or exchange of such Convertible
Securities (determined by dividing (i) the sum (which sum shall
constitute the applicable consideration) of (x) the total amount,
if any, received or receivable by the Company as consideration for
the granting of such Options, plus (y) the aggregate amount of
additional consideration payable to the Company upon the exercise
of all such Options, plus (z), in the case of such Options which
relate to Convertible Securities, the aggregate amount of
additional consideration, if any, payable upon the issue or sale of
such Convertible Securities and upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion
or exchange of all such Convertible Securities issuable upon the
exercise of such Options) shall be less than the Warrant Price in
effect immediately prior to the time of the granting of such
Options, then the total number of shares of Common Stock issuable
upon the exercise of such Options or upon conversion or exchange of
the total amount of such Convertible Securities issuable upon the
exercise of such Options shall be deemed to have been issued for
such price per share as of the date of granting of such Options or
the issuance of such Convertible Securities and thereafter shall be
deemed to be outstanding for purposes of adjusting the Warrant
Price. Except as otherwise provided in subsection 8(f)(3), no
adjustment of the Warrant Price shall be made upon the actual issue
of such Common Stock or of such Convertible Securities upon
exercise of such Options or upon the actual

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| |                                                                                       
| | --------------------------------------------------------------------------------------
| | issue of such Common
Stock upon conversion or exchange of such Convertible Securities.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)(2) Issuance of Convertible Securities. In case the
Company shall in any manner issue (directly and not by assumption
in a merger or otherwise) or sell any Convertible Securities,
whether or not the rights to exchange or convert any such
Convertible Securities are immediately exercisable, and the price
per share for which
Common Stock is issuable upon such conversion or exchange
(determined by dividing (i) the sum (which sum shall constitute the
applicable consideration) of (x) the total amount received or
receivable by the Company as consideration for the issue or sale of
such Convertible Securities, plus (y) the aggregate amount of
additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (ii) the total number of shares
of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities) shall be less than the Warrant Price
in effect immediately prior to the time of such issue or sale, then
the total maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities shall be
deemed to have been issued for such price per share as of the date
of the issue or sale of such Convertible Securities and thereafter
shall be deemed to be outstanding for purposes of adjusting the
Warrant Price, provided that (a) except as otherwise provided in
subsection 8(f)(3), no adjustment of the Warrant Price shall be
made upon the actual issuance of such Common Stock upon conversion
or exchange of such Convertible Securities and (b) no further
adjustment of the Warrant Price shall be made by reason of the
issue or sale of Convertible Securities upon exercise of any
Options to purchase any such Convertible Securities for which
adjustments of the Warrant Price have been made pursuant to the
other provisions of subsection 8(f).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)(3) Change in Option Price or Conversion Rate. Upon the
happening of any of the following events, namely, if the purchase
price provided for in any Option referred to in subsection 8(f)(l)
hereof, the additional consideration, if any, payable upon the
conversion or exchange of any Convertible Securities referred to in
subsections 8(f)(l) or 8(f)(2), or the rate at which Convertible
Securities referred to in subsections 8(f)(l) or 8(f)(2) are
convertible into or exchangeable for Common Stock shall change at
any time (including, but not limited to, changes under or by reason
of provisions designed to protect against dilution), the Warrant
Price in effect at the time of such event shall forthwith be
readjusted to the Warrant Price which would have been in effect at
such time had such Options or Convertible Securities still
outstanding provided for such changed purchase price, additional
consideration or conversion rate, as the case may be, at the time
initially granted, issued or sold. On the termination of any
Option for which any adjustment was made pursuant to this
subsection 8(f) or any right to convert or exchange Convertible
Securities for which any adjustment was made pursuant to this
subsection 8(f) (including without limitation upon the redemption
or purchase

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| |                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | for consideration of Convertible Securities by the
Company), the Warrant Price then in effect hereunder shall
forthwith be changed to the Warrant Price which would have been in
effect at the time of such termination had such Option or
Convertible Securities, to the extent outstanding immediately prior
to such termination, never been issued.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)(4) Consideration for Stock. In case any shares of Common
Stock, Options or Convertible Securities shall be issued or sold
for cash, the consideration received therefor shall be deemed to be
the net amount received by the Company therefor, after deduction
therefrom of any expenses incurred or any underwriting commissions
or
concessions paid or allowed by the Company in connection therewith.
In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold for a consideration other than
cash, the amount of the consideration other than cash received by
the Company shall be deemed to be the fair value of such
consideration as determined in good faith by the Board of Directors
of the Company, after deduction of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the
Company in connection therewith. In case any Options shall be
issued in connection with the issue and sale of other securities of
the Company, together comprising one integral transaction in which
no specific consideration is allocated to such Options by the
parties thereto, such Options shall be deemed to have been issued
for such consideration as determined in good faith by the Board of
Directors of the Company.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)(5) Record Date. In case the Company shall take a record
of the holders of its Common Stock for the purpose of entitling
them (i) to receive a dividend or other distribution payable in
Common Stock, Options or Convertible Securities or (ii) to
subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of
the issue or sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend or the making
of such other distribution or the date of the granting of such
right of subscription or purchase, as the case may be.



| |                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)(6) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or
held by or for the account of the Company or any of its
wholly-owned subsidiaries, and the disposition of any such shares
(other than the cancellation or retirement thereof) shall be
considered an issue or sale of Common Stock for the purpose of this
subsection (f).

(g)      Anything herein to the contrary notwithstanding, the Company shall not
be required to make any adjustment of the Warrant Price in the case of the
issuance of (A) capital stock, Options or Convertible Securities issued to
directors, officers, employees or consultants of the Company in connection with
their service as directors of the Company, their employment by

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the Company or
their retention as consultants by the Company pursuant to an equity
compensation program approved by the Board of Directors of the Company or the
compensation committee of the Board of Directors of the Company, (B) shares of
Common Stock upon the conversion or exercise of Options or Convertible
Securities issued prior to the date hereof, (C) shares of Common Stock issued
or issuable by reason of a dividend, stock split or other distribution on the
Common Stock (but only to the extent that such a dividend, split or
distribution results in an adjustment in the Warrant Price pursuant to the
other provisions of this Warrant), (D) any capital stock, Options or
Convertible Securities to Random House, Inc. (or its designees), (E) any
capital stock, Options or Convertible Securities to financial institutions or
lessors in connection with commercial credit arrangements, equipment financings
or similar transactions, (F) any capital stock, Options or Convertible
Securities to strategic business partners (or proposed partners) in connection
with strategic transactions, and (G) shares of Series A Convertible
Preferred Stock (the Series A Preferred Stock) in payment of semi-annual
dividends on the Companys outstanding shares of Series A Preferred Stock in
accordance with the terms thereof (collectively, Excluded Issuances).

Section 9.      Fractional Interest. The Company shall not be required to
issue fractions of Warrant Shares upon the exercise of the Warrant. If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be delivered upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising holder of
this Warrant an amount in cash equal to the Fair Market Value of such
fractional share of Common Stock on the date of exercise. As used in this
Warrant, Fair Market Value of a share of Common Stock as of a particular date
(the Valuation Date) shall mean the following: (a) if the Common Stock is
then listed on a national stock exchange, the closing sale price of one share
of Common Stock on such exchange on the last trading day prior to the Valuation
Date; (b) if the Common Stock is then quoted on Nasdaq, the closing sale price
of one share of Common Stock on Nasdaq on the last trading day prior to the
Valuation Date or, if no such closing sale price is available, the average of
the high bid and the low sales price quoted on Nasdaq on the last trading day
prior to the Valuation Date; or (c) if the Common Stock is not then listed on a
national stock exchange or quoted on Nasdaq, the Fair Market Value of one share
of Common Stock as of the Valuation Date, shall be determined in good faith by
the Board of Directors of the Company.

Section 10.    Extension of Expiration Date. If the Company fails to cause
any Registration Statement covering Registrable Securities (unless otherwise
defined herein, capitalized terms are as defined in the Registration Rights
Agreement dated of even date herewith (the Registration Rights Agreement)) to
be declared effective prior to the applicable dates set forth therein and the
Blackout Period (whether alone, or in combination with any other Blackout
Period) continues for more than 60 days in any 12 month period, or for more
than a total of 90 days, then the Expiration Date of this Warrant shall be
extended one day for each day beyond the 60-day or 90-day limits, as the case
may be, that the Blackout Period continues.

Section 11.   Benefits. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Company and the Warrantholder)
any legal or equitable right,

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remedy or claim, it being agreed that this
Warrant shall be for the sole and exclusive benefit of the Company and the
Warrantholder.

Section 12.    Notices to Warrantholder. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Company shall promptly give
written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Failure to give such notice to the Warrantholder or any
defect therein shall not affect the legality or validity of the subject
adjustment.

Section 13.    Identity of Transfer Agent. The Transfer Agent for the Common
Stock is American Stock Transfer & Trust Company. Upon the appointment of any
subsequent transfer agent for the Common Stock or other shares of the Companys
capital stock issuable upon the exercise of the rights of purchase represented
by the Warrant, the Company will mail to the Warrantholder a statement setting
forth the name and address of such transfer agent.

Section 14.    Notices. Unless otherwise provided, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery,
then such notice shall be deemed given upon such delivery, (ii) if given by
telex or telecopier, then such notice shall be deemed given upon receipt of
confirmation of complete transmittal, (iii) if given by mail, then such notice
shall be deemed given upon the earlier of (A) receipt of such notice by the
recipient or (B) three days after such notice is deposited in first class mail,
postage prepaid, and (iv) if given by an internationally recognized overnight
air courier, then such notice shall be deemed given one day after delivery to
such carrier. All notices shall be addressed as follows: (i) if to the
Warrantholder, at its address as set forth in the Companys books and records
and, if to the Company, at the address as follows, or at such other address as
the Warrantholder or the Company may designate by ten days advance written
notice to the other:



| | If to the Company:
| | ------------------



| | Audible, Inc.
65 Willowbrook Boulevard
Wayne, New Jersey 07470
Attention: Donald R. Katz
Fax: (973) 890-2442
| | ------------------------------------------------------------------------------------------------------------

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| | With a copy to:
| | ---------------



| | Piper Marbury Rudnick & Wolfe LLP
1775 Wiehle Avenue
Suite 400
Reston, VA 20190
Attention: Nancy A. Spangler
Fax: (703) 773-5000
| | --------------------------------------------------------------------------------------------------------------------------------

Section 15.    Registration Rights. The initial holder of this Warrant is
entitled to the benefit of certain registration rights in respect of the
Warrant Shares and the Additional Warrant Shares as provided in the
Registration Rights Agreement, and any subsequent holder hereof may be entitled
to such rights.

Section 16.    Successors. All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.

Section 17.    Governing Law. This Warrant shall be governed by, and
construed in accordance with, the internal laws of the State of New York,
without reference to the choice of law provisions thereof. The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in New
York County and the United States District Court for the Southern District of
New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Warrant and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may
be served on each party hereto anywhere in the world by the same methods as are
specified for the giving of notices under this Warrant. The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to
the laying of venue in such court. The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably waives any objection to the laying of venue
of any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.

Section 18.    Call Provision. Notwithstanding any other provision contained
herein to the contrary, in the event that the closing bid price of a share of
Common Stock as traded on the Nasdaq National Market (or such other exchange or
stock market on which the Common Stock may then be listed or quoted) exceeds
$2.30 (appropriately adjusted for any stock split, reverse stock split, stock
dividend or other reclassification or combination of the Common Stock occurring
after the date hereof) for twenty (20) consecutive trading sessions and all of
the Warrant Shares and Additional Warrant Shares, if any, issuable hereunder
either (i) are registered pursuant to an effective Registration Statement (as
defined in the Registration Rights Agreement) or (ii) no longer constitute
Registrable Securities (as defined in the Registration Rights Agreement), the
Company, upon ten (10) days prior written notice (the Notice Period,

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following such twenty (20) day period, to the Warrantholder, may demand that
the Warrantholder exercise its rights with regard to all Warrant Shares and the
Warrantholder must exercise its rights prior to the expiration of the Notice
Period or if such exercise is not made or if only a partial exercise is made,
any and all rights to further exercise rights to acquire Warrant Shares
hereunder shall cease upon the expiration of the Notice Period.

Section 19.    No Rights as Stockholder. Prior to the exercise of this
Warrant, the Warrantholder shall not have or exercise any rights as a
stockholder of the Company by virtue of its ownership of this Warrant.

Section 20.    Amendment; Waiver. This Warrant is one of a series of
Warrants of like tenor issued by the Company pursuant to the Purchase
Agreement, dated as of January 25, 2002, among the Company and the original
holders of Warrants, except as to the number of shares of Common Stock subject
thereto, and initially covering an aggregate of 1,220,930 shares of Common
Stock (collectively, the Company Warrants). Any term of this Warrant may be
amended or waived (including the adjustment provisions included in Section 8 of
this Warrant) upon the written consent of the Company and the holders of
Company Warrants representing at least 50% of the number of shares of Common
Stock then subject to outstanding Company Warrants (the Majority Holders);
provided, that (x) any such amendment or waiver must apply to all Company
Warrants; and (y) the number of Warrant Shares
subject to this Warrant, the Warrant Price and the expiration date of this
Warrant may not be amended, and the right to exercise this Warrant may not be
altered or waived, without the written consent of the Warrantholder.

Section 21.    Section Headings. The section heading in this Warrant are for
the convenience of the Company and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the ___day of ________, 2002.



| | AUDIBLE, INC.
| | -------------



| | By:
______________________
Name:
Title:
| | ---------------------------------------

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APPENDIX A
Audible, Inc.
WARRANT EXERCISE FORM

To: Audible, Inc.

The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant (Warrant) for, and to purchase
thereunder by the payment of the Warrant Price and surrender of the Warrant,
__________shares of Common Stock (Warrant Shares) provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:



| | ______________________________
Name
______________________________
Address
______________________________
______________________________
Federal Tax ID or Social Security No. | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 

|                                                   |  |                                          
|-------------------------------------------------- |  | -----------------------------------------
|and delivered by                                   |  |  certified mail to the above address, or
|                                                   |  |  electronically (provide DWAC           
|Instructions:__________________), or              
|                                                   |  |  other (specify:                        
|________________________________________________).

and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the balance of
the Warrant Shares purchasable upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigneds Assignee as
below indicated and delivered to the address stated below.

Dated: ____________, ___

|                                                                                                                                                                                                  |  |                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note: The signature must correspond with                                                                                                                                                          |  |                                                                                                                                                                              
|Signature:
__________________                                                                                                                                                                     |  |                                                                                                                                                                              
|the name of the registered holder as written
on the first page of the Warrant in every
particular, without alteration or enlargement
or any change whatever, unless the Warrant
has been assigned |  | ________________________
Name (please print)
________________________
________________________
Address
________________________
Federal Identification or
Social Security No.





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| | Assignee:
________________________
________________________
________________________
| | ------------------------------------------------------------------------------------

15