MASTER
      ALLIANCE AGREEMENT


ADDENDUM
      2




Between
      the **undersigned**




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




Hereinafter
      'Audible" **And**


**France
      Loisirs** ,
      a
      french stock corporation with a capital of 3.724.000 E. registered under
      number 702 019 902 RCS Paris, having offices at 123 boulevard de Grenelle
— 75
      015
      Paris, represented by JOrg HAGEN, Chairman,




Hereinafter
      "France Loisirs" And


**Audio
      Direct** ,
      french
      stock corporation with a capital of 100.000 E, registered under number
      453 464 927 RCS Paris, having offices at 123 boulevard de Grenelle -


75015
      Paris, represented by Ara CINAR, Chairman,




Hereinafter
      "Audio Direct"




Preamble




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




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




By
      letter
      dated June the 22 n(1 2006,
      and
      as per article 7.1, Audio Direct informed Audible
      about its discussions with a major French publishing house to form a joint company
      in order to develop Audible contents and a desire to simplify the financial terms
      of
      the renewed Master Alliance Agreement.




According
      to an Addendum n°1 to the Master Alliance Agreement, the parties agree to
      a
      first renewal period from September the 15 th to
      December the 31 s4 2006 and undertake
      to negotiate a second renewal until November the 30 th 2006. If
      not the Master
      Alliance Agreement will terminate on December the 31 5I 2006.




The
      parties agree to a second renewal of the Master Alliance
      Agreement.


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











Article
      1
—




The
      parties agree to a second renewal period of the Master Alliance Agreement from November
      the 30 th 2006 to
      March the 31 st 2007.




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




If
      the
      Master Alliance Agreement is not renewed, either by the election of France Loisirs
      as provided in Article 7 or by the agreement of the parties, by March 31, 2007, then
      the
      Term of the Master Alliance Agreement will end in accordance with Article 7 thereof
      on April 30, 2007.




Article
      2
—




This
      addendum effective date is November the 30 `h 2006.




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









**Audible
      Inc**        **France
      Loisirs**




By
      /s/Donald R. Katz       By
      /s/
      Mr. JOrg
      HAGEN




Title
      CEO        Title
      President




Date
      Nov.
      21, 2006       Date
      21.11.06









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




By
      /s/
      Mr. Ara CINAR




Title
      President




Date
      21.11.2006