MASTER
      ALLIANCE AGREEMENT

    ADDENDUM
      1

    


    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 €,
      registered under number 702 019 902 RCS Paris, having offices at 123 boulevard
      de Grenelle- 75015 Paris, represented by

    


    Hereinafter
      “France Loisirs”

    


    And

    


    Audio
      Direct,
      French
      stock corporation with a capital of 100.000 €,
      registered under number 453 464 927 RCS Paris, having offices at 123 boulevard
      de Grenelle- 75015 Paris, represented by

    


    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 license 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 15th
      2004 and
      continues for a period of 24 months.

    


    By
      letter
      dated June the 22nd
      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.

    



    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Therefore
      it has been agreed and decided as follows:

    


    Article
      1 - 

    


    The
      parties agree to a first renewal period of the Master Alliance agreement from
      September the 15th
      2006 to
      December the 31st
      2006.


    


    The
      parties agree to negotiate inn good faith the terms of a second renewal of
      the
      Master Alliance Agreement during the period from July the 25th
      2006 to
      November the 30th
      2006.

    


    During
      the period of time of the first 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
      parties don’t agree to and execute a second renewal of the Master Alliance
      Agreement by November the 30th
      2006,
      the first renewal of Master Alliance Agreement will expire on December the
      31st
      2006,
      and no further renewals will be possible.

    


    For
      the
      avoidance of doubt, if a second renewal of the Master Alliance Agreement is
      not
      executed by November the 30th
      2006,
      the Master Alliance Agreement will terminate on December the 31st
      2006.

    


    


    Article
      2 -

    


    This
      addendum effective date is September the 15th
      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/
      Andy
      Kaplan     By /s/
      Jorg
      Hagen

    Title Chief
      Financial Officer    Title President

    Date August
      8,
      2006     Date August
      9,
      2006

    


    


    Audio
      Direct s.a.s.

    By /s/
      Ara
      Cinar

    Title Vice
      President

    Date August
      9,
      2006