##### 



EXHIBIT 10.34

AMENDMENT NO. 1 TO CO-BRANDING, MARKETING AND DISTRIBUTION AGREEMENT

This Amendment No. 1 to Co-Branding, Marketing and Distribution Agreement
(this Amendment) dated as of January 24, 2001 (the Amendment Effective
Date), is made and entered into by and between Amazon.com Commerce Services,
Inc., a Delaware corporation (ACSI), and Audible Inc., a Delaware corporation
(Company) with respect to that certain Co-Branding, Marketing and
Distribution Agreement between the Parties dated as of January 30, 2000 (the
Agreement). All capitalized terms used in this Amendment and not otherwise
defined shall have the meaning attributed to them in the Agreement. References
to Section numbers below are references to Sections of the Agreement unless
otherwise specified.

ACSI and Company agree as follows:

1.      A new definition of Royalties is hereby inserted into Section 1,
reading as follows:

Royaltiesmeans any royalties payable under Section 5.4.1 or Section
5.4.2.

2.      The definition of Annual Fee in Section 1 is hereby amended in its
entirety to read as follows:

Annual Feemeans the fixed fee payable by Company to ACSI with respect
to each of the three Years respectively in accordance with the applicable terms
of this Agreement.

3.      The definition of ACSI Competitor in Section 1 is hereby amended in
its entirety to read as follows:

ACSI Competitormeans any person, entity or Web Site whose primary
business is a [***]. For purposes of illustration only, Web Sites such as
[***](as they exist as of the Effective Date) would be deemed ACSI
Competitors, but Web Sites such as [***](as they exist as of the Effective
Date) would not be deemed ACSI Competitors.

4.      Section 2.1 is hereby amended in its entirety to read as follows:

2.1   Spoken-Word Audio Sub-Section.Pursuant to the implementation
procedures set forth in Section 4, ACSI will establish and, upon and following
the Launch Date, maintain (or cause one of its Affiliates to maintain) on the
ACSI Site during the Term the Spoken-Word Audio Sub-Section. In order to
provide a harmonious and consistent user experience, subject to Section 4.1.3,
the presentation, format, functionality and operation of the Spoken-Word Audio
Sub-Section shall be generally consistent with that of other similar ACSI
Product Sub-Sections (including, without limitation, by incorporating category
headings and other navigational aids for specific types of Spoken-Word Audio
Products offered by Company), except that ACSI will include prominent branding
for Company where appropriate on pages of the Spoken-Word Audio Sub-Section.
Subject to the foregoing and to Section 6, ACSI will determine the content,
appearance, functionality and all aspects of the ACSI Site (including the
Spoken-Word Audio Sub-Section) [***].



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5.      Section 2.6 is hereby amended in its entirety to read as
follows:

2.6   Development of ACSI Site, E-Mails and Advertising Materials.
Notwithstanding any other provision of this Agreement: (a) nothing in this
Agreement shall limit ACSIs and its Affiliates ability to re-design or modify
the appearance, content and functionality of the ACSI Site (including any ACSI
Product Section, ACSI Product Sub-Section, or any Home Pages); provided,
however, that in the event that ACSI and/or its Affiliates redesign or revise
the ACSI Site or any ACSI Product Section, the treatment of the Spoken-Word
Audio Sub-Section in connection with such re-design or revision will be
substantially similar to and consistent with the treatment of other ACSI
Product Sub-Sections on the ACSI Site; and (b) [***].

6.      Section 3.2.1 is hereby amended in its entirety to read as follows:

3.2.1 Amazon.com Customer Base.During each Year of the Term following
the Launch Date, ACSI (or one of its Affiliates) will deliver
Amazon.com-branded e-mails and Amazon.com-branded in-product advertising
materials related to the Spoken-Word Audio Sub-Section to selected members of
the Amazon.com customer base in at least the following quantities:

|     |  |       |  |                 
|---- |  | ----- |  | ----------------
|Year |  | Email |  | Product Shipment
|     |  |       |  |                 
|1    |  | [***] |  | [***]           
|2    |  | [***] |  | [***]           
|3    |  | [***] |  | [***]           

The Parties shall mutually agree on the nature of such advertising (subject to
ACSIs rights under Section 2.6); [***]. With respect to all email
advertising, ACSI and Company shall pre-test and plan such advertising in a
manner generally consistent with the pre-testing and planning conducted by ACSI
and its Affiliates with respect to advertising for other ACSI Product
Sub-Sections, with the goal of achieving maximum commercial effectiveness for
such advertisements (including, without limitation, by attempting to spread out
such advertising in order to not unnecessarily bunch the same). [***].

7.      Section 4.1.3 is hereby amended in its entirety to read as follows:

4.1.3 Additional Functionality.



| |                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)      Phase II. Between [***], the Parties shall integrate into the
Mirror Company Site and Spoken-Word Audio Sub-Section such additional
ACSI Site Functionality (including, without limitation, search
functionality) as the Parties may agree upon.



| |                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)      Additional Functionalities. Any integration of any ACSI Site
Functionality into the Mirror Company Site and Spoken Word Audio
Sub-Section beyond that contemplated by Section 4.1.2 and Section 4.1.3
(a) shall be subject to the prior written approval of both parties, and
shall be implemented in such manner and on such schedules as the parties
may agree upon from time to time (provided, however, that:



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) to the extent that any ACSI Site Functionalities are implemented
generally in or for ACSI Product Sub-Sections or the ACSI Site as a
whole, ACSI shall be entitled, without Companys approval, to integrate
such ACSI Site Functionalities into the Mirror Company Site and
Spoken-Word Audio Sub-Section; and (ii) for the avoidance of doubt,
nothing in this Section 4.1.3 shall be deemed to limit ACSIs obligation
under Section 2.6 to treat the Spoken-Word Audio Sub-Section in a manner
substantially similar to and consistent with the treatment of other ACSI
Product Sub-Sections on the ACSI Site in the event of any re-design or
revision of any ACSI Site Functionalities already integrated into the
Mirror Company Site or Spoken Word Audio Sub-Section). [***].

8.      Section 4.1.4 is hereby deleted in its entirety.

9.      Section 4.2 is hereby amended in its entirety to read as follows:

4.2   ACSI Site Links.Upon the Launch Date, ACSI will post permanent
and/or rotating links to the Home Page of the Spoken-Word Audio Sub-Section on
relevant pages of the ACSI Site in a manner substantially similar to and
generally consistent with the posting of links to other similar ACSI Product
Sub-Sections (e.g., as of the Effective Date, the ACSI Product Sub-Section
identified as Audiobooks). [***].

10.      Section 5.2 is hereby amended in its entirety to read as follows:

5.2   Annual Fees.

5.2.1     Upon the Closing, subject to Section 5.3, Company will pay ACSI via
wire transfer the sum of twenty million dollars ($20,000,000) (the Company
Closing Payment), representing payment of the Annual Fee for the first Year of
the Term and a pre-payment of the Annual Fee for the second Year of the Term.

5.2.2     Company will pay ACSI an Annual Fee for Year 3 via wire transfer in
the total sum of one million five hundred thousand dollars ($1,500,000), [***],
representing the entire Annual Fee payable with respect to Year 3; provided,
however, that if ACSI so elects by written notice delivered to Company at least
ten (10) days prior to the end of Year 2, Company shall instead issue at the
beginning of Year 3 to ACSI (or such of its Affiliates as it may designate)
shares of common stock of Company (or any publicly-traded Affiliate thereof)
with a then-current fair market value equal to [***]as of the date of such
issuance (the Year 3 Shares).

5.2.3     In addition to the payments specified in Section 5.2.1 and Section
5.2.2 above, Company will pay ACSI an additional Annual Fee for Year 2 via wire
transfer in the total sum of one million dollars ($1,000,000), [***].

11.      Section 5.4 is hereby amended in its entirety to read as follows:

5.4      Royalties.

5.4.1     In consideration for the intangible rights granted hereunder, with
respect to Year 1 and Year 2, if the Spoken-Word Audio Sub-Section (including
the Mirror Company Site) generates revenue of [***](the Year 1/Year 2 Revenue
Threshold) during either applicable Year, Company will pay ACSI a royalty
equal to [***]of all revenues generated from the Spoken-Word Audio Sub-Section
during such Year (including, for the avoidance of doubt, any revenue received
by Company from any Company customer who first links to the Mirror



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Company Site from the Spoken-Word Audio Sub-Section and who later accesses
the Company Site directly) in excess of the Year 1/Year 2 Revenue Threshold.

5.4.2     In consideration for the intangible rights granted hereunder, with
respect to Year 3, if the Spoken-Word Audio Sub-Section (including the Mirror
Company Site) generates revenue of [***](the Year 3 Revenue Threshold),
Company will pay ACSI a royalty equal to [***]of all revenues generated from
the Spoken-Word Audio Sub-Section during Year 3 (including, for the avoidance
of doubt, any revenue received by Company from any Company customer who first
links to the Mirror Company Site from the Spoken-Word Audio Sub-Section and who
later accesses the Company Site directly) in excess of the Year 3 Revenue
Threshold.

5.4.3     Company will pay ACSI any Royalties payable pursuant to this Section
5.4 on an annual basis, in arrears, as follows: within thirty (30) days after
the end of each Year as to which any Royalties are payable, Company will remit
to ACSI the Royalties payable with respect to such Year, together with a report
specifying in reasonable detail: (a) the gross revenue generated by the
Spoken-Word Audio Sub-Section; and (b) Companys calculation of the Royalties.

12.      Section 5.6 is hereby amended in its entirety to read as follows:

5.6 Allocation of Payments.The Parties acknowledge and agree that the
Annual Fees shall be allocated as consideration for advertising services and
intangible rights granted by ACSI to Company hereunder, including the rights
granted under Section 2.1 and Section 4.2 and the licenses granted to Company
under Section 6, as follows: [***]% of each Annual Fee shall be allocated to
intangible rights granted and [***]% of each Annual Fee shall be allocated to
advertising services.

13.      Section 9.2 is hereby amended in its entirety to read as follows:

9.2 [***].

14.      Section 10.3 is hereby amended in its entirety to read as follows:

10.3 ACSI Termination.In the event that: (a) Company at any time
engages in any criminal conduct, fraud, dishonesty or other behavior that is
materially harming the goodwill or reputation of ACSI or its Affiliates or the
ACSI Site; (b) Company has consistently failed to abide by the technical and
customer service requirements described in Section 2.4; or (c) Company
consistently fails to pay bona fidedebts as they legally come due, institutes
or has instituted against it any bankruptcy, reorganization, debt arrangement,
assignment for the benefit of creditors, or other proceeding under any
bankruptcy or insolvency Law or dissolution, receivership, or liquidation
proceeding (and, if such proceeding is instituted against it, such proceeding
is not dismissed within one hundred twenty (120) days), the same shall be
deemed a material breach of this Agreement which is not susceptible to cure,
and ACSI shall be entitled to terminate this Agreement upon written notice to
Company. In addition, in the event that a Change of Control occurs with
respect to Company, ACSI shall be entitled to terminate this Agreement upon
written notice to Company; provided, however, that: (a) the occurrence of any
Change of Control shall not, in itself, be deemed a breach of this Agreement;
and (b) termination by ACSI by reason of the occurrence of a Change of Control
with respect to Company shall not result in any liability from one Party to the
other except for amounts that were due and payable on the date of termination.



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15.      Section 10.4 is hereby amended in its entirety to read as follows:

10.4 Company Termination.In the event that ACSI consistently fails to
pay its bona fidedebts as they legally come due, institutes or has instituted
against it any bankruptcy, reorganization, debt arrangement, assignment for the
benefit of creditors, or other proceeding under any bankruptcy or insolvency
Law or dissolution, receivership, or liquidation proceeding (and, if such
proceeding is instituted against it, such proceeding is not dismissed within
one hundred twenty (120) days), the same shall be deemed a material breach of
this Agreement which is not susceptible to cure, and Company shall be entitled
to terminate this Agreement upon written notice to ACSI.

16.      Section 10.5.1 is hereby amended in its entirety to read as follows:

10.5.1 General.Upon termination of this Agreement, each Party in
receipt, possession or control of the other Partys intellectual or proprietary
property, information and materials (including any Confidential Information)
pursuant to this Agreement must return to the other Party (or at the other
Partys written request, destroy and certify in writing such destruction) such
property, information and materials. In addition, except as provided in
Section 10.5.2, Company will promptly upon any termination of this Agreement
pay to ACSI a prorated portion of the Annual Fee due for the Year in which
termination is effective; provided, however, that if Company terminates this
Agreement by reason of ACSIs breach hereof, Company shall have no further
payment obligation, and, if such termination occurs at any time during the
Refund Period, ACSI shall promptly either (a) refund to Company a percentage of
the Annual Fees paid pursuant to Section 5.2.1 equal to the Proration
Percentage, or, at ACSIs option, (b) cause the transfer and assignment to
Company of a percentage of the Shares delivered pursuant to Section 5.3 equal
to the Proration Percentage. Sections 6 through 8, 10 and 11, together with
any accrued but unpaid payment obligations of either Party hereunder, will
survive the termination or expiration of this Agreement.

17.      Section 10.5.5 is hereby deleted in its entirety.

18.      Exhibit B to this Amendment shall be added to the Agreement as Exhibit
B thereto, as contemplated by Section 2.4 of the Agreement.

19.      Exhibit C to the Agreement is hereby deleted in its entirety.

20.      The parties acknowledge and agree that as of the Amendment Effective
Date, all integration of any ACSI Site Functionality into the Mirror Company
Site and Spoken-Word Audio Sub-Section and related functionality (including,
without limitation, search functionality) contemplated by Section 4.1.2 and
Section 4.1.3(a) has been completed and that each Party has fully discharged
its obligations under those Sections.

21.      This Amendment represents the entire agreement between the Parties
with respect to the subject matter hereof and supersedes any previous or
contemporaneous oral or written agreements regarding such subject matter.
Except as expressly amended by this Amendment, the Agreement remains in full
force and effect in accordance with its terms.



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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above.

|                                   |  |                                           
|---------------------------------- |  | ------------------------------------------
|ACSI                               |  | Company:                                  
|                                  
|Amazon.com Commerce Services, Inc. |  | Audible Inc.                              
|                                  
|By: /s/ Owen Van Natta             |  | By: /s/ Brian Fielding                    
|                                  
|Title: Vice President              |  | Title: Senior Vice President Legal Affairs
|                                  
|Notice Address:                    |  | Notice Address:                           
|                                  
|[***]                              |  | [***]                                     



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EXHIBIT B

The following site design and site performance requirements shall apply to the
Jump Page(s) linking users from the ACSI Site to the Mirror Company Site (and,
to the extent specified below, to the Mirror Company Site generally). The
following customer service, privacy and data protection requirements shall
apply to the Mirror Company Site generally (and, to the extent specified
below, to the Company Site). As used in this Exhibit, the term Jump Page
means the first page accessed by any person linking to the Mirror Company Site
from the ACSI Site.

Site Design Requirements:

The Jump Page linking users from the ACSI Site to Mirror Company Site and, as
specifically referenced, each page of the Mirror Company Site must comply with
the following requirements:

     [***]

ACSI reserves the right to change these requirements from time to time in its
discretion upon written notice to Company and Company agrees to make
commercially reasonable efforts to adhere to any such modified requirements.

Customer Service and QA Requirements:

Company will be required to comply with the general requirements set forth
below. These requirements will be supplemented by a project plan produced in
good faith and within 30 days prior to the Launch Date by the ACSI and Company
account managers detailing the specific execution of the requirements set
forth below. ACSI may make reasonable modifications to the following
standards from time to time upon written notice to Company in order to
maintain consistency of customer service with that provided by ACSI and its
Affiliates; provided, that ACSI shall not make any material modifications to
such standards without first consulting with Company.

1.      Company will provide customer service via web, e-mail and/or telephone
twenty-four hours per day, seven days per week. Such Customer Service may be
provided by Company or an outsourced service provider at Companys sole
discretion, provided, that Company shall at all times remain responsible and
liable for performance of such customer service. Company will respond to
[***]% of all customer e-mails and web inquiries within twenty-four hours and
[***]% of all telephone calls received within sixty (60) seconds (with the
remainder handled as promptly as commercially reasonably possible). Company
shall ensure that no customer seeking to contact Company by telephone receives
a busy signal at any time (provided, however, that Company shall not be liable
by reason of any users receiving a busy signal to the extent caused by
external network failures or similar causes beyond Companys reasonable
control). ACSI shall be entitled to remotely monitor Companys customer
contacts to ensure Companys compliance with the terms of this Agreement (and
Company shall cooperate with ACSI as requested from time to time to facilitate
such monitoring). Until the completion of an upgrade to Companys
telecommunications system (planned for this Fall), such monitoring shall be in
the form of periodic cassette tape recordings of select Customer Service
interactions to be provided to ACSI by Company and supplemented by mystery
shopper monitoring as may be performed by ACSI at its discretion.

2.      Company will make commercially reasonable efforts to adopt a QA procedure
with respect to testing, production and maintenance of the Mirror Company Site
which is equivalent



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to that followed by ACSI and its Affiliates with respect to the ACSI Site (or
another QA procedure approved by ACSI, which approval will not be unreasonably
withheld). ACSI and Company will each provide reasonable training to
designated personnel of the other party in order to assist in QA and handling
e-mail inquiries.

3.      Company will buy/build, operate and maintain an appropriate customer
service infrastructure for the Company Site. Companys long distance carrier
is AT&T. ACSI acknowledges and agrees that AT&T is an acceptable long
distance carrier.

4.      Company shall be capable of differentiating customers by their value and
servicing such customers uniquely. Company shall make commercially reasonable
efforts to implement such capability as promptly as commercially reasonably
possible, and in any event will be capable of manually doing so by no later
than May 2000.

5.      Company must be capable of handling voice tree-to-live rep and live
rep-to-voice tree transfers.

6.      Company should not expect that inquiries to ACSI and its Affiliates
regarding Spoken-Word Audio Products or the Company Site or Mirror Company
Site will necessarily be automatically forwarded to Company (e.g., via a
dedicated punch option) and Company must therefore be capable of handling
manual transfers from customer service representatives of ACSI and its
Affiliates.

7.      Workflow Policy Requirements will be defined and agreed upon in the project
plan produced by the ACSI and Company account managers. Key policy points
include:



| |  |  | Transfer Criteria: Phone, Email, Other Media.
| | - |  | ---------------------------------------------
|
| |  |  | Handling Escalated Contacts.                 
|
| |  |  | Contact Volume.                              

8.      ACSI and Company will each provide a dedicated escalation point for
customer service issues, available via email and phone.

9.      Company will participate in the Amazon.com Commerce Network CS Consortium
quarterly meetings to share information and learning.

Company will provide reports to ACSI detailing its compliance with the
foregoing requirements (and such other information as ACSI may reasonably
request regarding Companys customer service and quality assurance activities
and procedures) on a weekly basis for the first four (4) weeks following the
Launch Date (or such other period as ACSI may reasonably specify), and
thereafter provide such reports on a monthly basis. Reports will be in the
form attached to this Exhibit B as the Appendix  Form of Report unless
otherwise agreed by the Parties. To the extent that any Jump Page(s) are
hosted by Company, the foregoing requirements shall also apply to such Jump
Page(s).

The document entitled Amazon Customer Service Level Requirements, which has
previously been provided to Company, provides additional details and time
frames for execution by Company of the activities/performance metrics
referenced in this section as in effect as of the May 29, 2000.





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Site Availability/Reliability

Company shall ensure that the Mirror Company Site complies with the following
performance standards:

|                                      |                             
|------------------------------------- | ----------------------------
|Service Component                     | Response / Performance Level
|                                     
|Required Metrics                      |                             
|Required Website Availability         | [***]                       
|Alternate Web Presence (*)            | [***]                       
|Planned outages                       | [***]                       
|Download home page  average          | [***]                       
|Goal Metrics (Business Functions TBD) | [***]                       
|Browse options / information          | [***]                       
|Product Image display                 | [***]                       
|Search (1st 10 results)               | [***]                       
|Order Status Inquiry Online           | [***]                       

Definition of degraded performance (including unplanned outages)

Website unavailable for [***]or longer (due to factors under the control of
Company and/or its vendors)

|         |  |                                                                
|-------- |  | ---------------------------------------------------------------
|Website: |  | Key functions / attributes slow or not working, include:       
|         |  | Customer unable to log in                                      
|         |  | Customer unable to view orders                                 
|         |  | Slow response time (download home page [***]for [***]or longer)
|         |  | Technical error messages being transmitted to Customer.        

Company will make commercially reasonable efforts to ensure that customers do
not experience blank screens, broken links, technical error messages, or
similar problems when accessing or attempting to access the Mirror Company
Site. Company will serve non errored pages to [***]% of the pages served.

If there is an outage / or degraded performance (planned or unplanned),
Company will provide a web-based means of communication to customers to instill
confidence in the reliability and dependability of the Mirror Company Site.
The specific manner in which this service is provided will be negotiated
between Company and ACSIs IT Service providers and will be subject to ACSIs
approval.

Escalation Procedure: In the event that the Mirror Company Site is at any time
not in compliance with the foregoing requirements, Company will promptly notify
ACSI and cooperate with ACSI to correct the problem(s) as promptly as possible
in accordance with an event notification process to be provided by ACSI.

ACSI may modify the foregoing specifications from time to times in its sole
discretion (provided, that ACSI shall not modify such specifications to impose
any more stringent specifications as to the Mirror Company Site than it and its
Affiliates apply to the ACSI Site). Company shall make commercially reasonable
efforts to meet or exceed any such modified specifications. To the extent that
any Jump Page is hosted by Company, the foregoing requirements shall also apply
to such Jump Page.



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Privacy Policy

ACSI requires strict adherence to the following privacy and security measures:

1) Company may only use information that it receives from ACSI or its
Affiliates for the sole purpose of fulfilling customer orders (provided, that
the foregoing shall not prohibit Company from using Referral Information not
received from ACSI or its Affiliates as permitted by Section 2.5 of the
Agreement).

2) Company must comply with all local, state and federal laws concerning
the collection and use of personal information.

3) Companys privacy policy must provide its customers with at least the
level of protection that ACSI and its Affiliates provide under their policies.
Should the privacy policies of ACSI and its Affiliates be modified, Company
will be notified in writing.

4) Companys privacy policy must, at a minimum, disclose to its customers:

a) The personal information that Company collects;

b) How Company protects the personal information that it collects;

c) How Company uses the personal information that it collects;

d) How Company discloses the personal information that it collects;

e) How Companys customers can opt out of having their personal
information used for marketing purposes.

5) Companys privacy policy specifically must disclose any personal
information (including aggregate customer information) that Company provides to
ACSI and its Affiliates. For example, Company currently must disclose that it
may provide ACSI and its Affiliates with information about a customers
shopping trip to the Company Site or otherwise through a link from the ACSI
Site or if the customers purchases resulted from a joint promotion between
Company and ACSI or its Affiliates (e.g., a coupon or promotional gift
certificate used on the Mirror Company Site sent by ACSI or its Affiliates to
customers of the ACSI Site). Company must also disclose that Company may share
personal information with ACSI and its Affiliates in order to fulfill customer
orders. [Sample Copy: Audible.com does not sell, trade, or rent personal
information. From time to time, we may enter into agreements with other
companies to send promotional e-mails on our behalf to such companies
customers. If we do, we may provide a list of our customers e-mail addresses
to the other company so that you, as an existing audible.com customer, will not
receive repetitive promotional materials. Other than e-mail addresses, no
information will be shared with the other company. Audible.com may provide
non-personal, summary or aggregate statistics and data about our customers,
sales, traffic patterns, and related site information to partners and other
reputable third-party vendors, but these statistics will include no personally
identifying information. Audible.com may release account information when we
believe, in good faith, that such release is reasonably necessary to (i) comply
with law, (ii) enforce or apply the terms of any of our user agreements or
(iii) protect the rights, property or safety of audible.com, our users, or
others.]

6) Links to Companys privacy policy must be conspicuous and easily
accessible on the primary Home Page of the Mirror Company Site, any other page
of the Mirror Company Site and/or Jump Page(s) to which links exist on the ACSI
Site and other key pages of the Mirror Company Site.

7) Companys privacy policy and its accessibility from the foregoing pages
will be subject to ACSIs review and approval, such approval will not be
unreasonably withheld, at all times that it maintains an information-sharing
relationship with ACSI.





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##### 



8) Company will direct any questions it receives concerning its sharing of
personal information (including aggregate customer information) with ACSI and
its Affiliates, and any questions about ACSIs and its Affiliates privacy
policy, to Karen Ressmeyer [karenr@amazon.com] at ACSI, or such other person as
ACSI may designate.

Data Security

ACSI acknowledges that it has reviewed Companys current methodology for
protection of data received from or relating to its customers and users of the
Mirror Company Site and Company Site, and that it satisfies ACSIs current data
security requirements. ACSI may from time to time in the future update such
requirements (provided, that ACSI shall in no event require that Company adhere
to any standards more stringent than those that ACSI and its Affiliates apply
to themselves; and provided further that, for the avoidance of doubt, Company
is free to protect data received from or relating to customers or users in a
manner which is more secure than that required by ACSI).

Company will promptly fill out a questionnaire provided by ACSIs
infrastructure team to provide assessment of Companys data security. ACSI may
from time to time perform or have its representative perform a security audit
of the Mirror Company Site in order to ensure compliance with ACSIs
requirements.

To the extent that any Jump Page(s) are hosted by Company, the foregoing
requirements shall also apply to such Jump Page(s).





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APPENDIX  FORM OF REPORT

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|----- |  | ---------- |  | ----------------- |  | ----------------------------------------------- |  | --- |  | --- |  | ---- |  | --- |  | ----- |  | --- |  | --- |  | ---- |  | --- |  |  |  |  |  |  |  |  |  |  |  | ------- |  |  |  |  |  | 
|Index |  | Department |  | Type              |  | Standard                                        |  |     |  |     |  |      |  |     |  |       |  |     |  |     |  |      |  |     |  |  |  |  |  |  |  |  |  |  |  | Results
|      |  |            |  |                   |  |                                                 |  | Sun |  | Mon |  | Tues |  | Wed |  | Thurs |  | Fri |  | Sat |  | Week |  | MTD
|1     |  | Telephones |  | Core Metric       |  | [***]% in 60
Seconds or less                   
|2     |  |            |  | Core Metric       |  | Abandon Rate [***]%                            
|3     |  |            |  | Core Metric       |  | Calls Blocked [***]%                           
|4     |  |            |  | Core Metric       |  | QA Score [***]%                                
|5     |  |            |  | Non Core          |  | Total Calls                                    
|6     |  |            |  | Non Core          |  | VRU Calls                                      
|7     |  |            |  | Non Core          |  | Calls Offered                                  
|8     |  |            |  | Non Core          |  | Calls Answered                                 
|9
10  |  |            |  | Non Core
Non Core |  | Calls Abandoned
Calls transferred
to Amazon.com
|     
|11    |  | Email      |  | Core Metric       |  | [***]% of emails
answered w/in 24
Hrs          
|12    |  |            |  | Core Metric       |  | QA Score [***]%                                
|13    |  |            |  | Non Core          |  | Total emails                                   
|     
|14    |  | Systems    |  | Core Metric       |  | [***]% System Uptime                           



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