MASTER ALLIANCE AGREEMENT ADDENDUM 3

Between the undersigned

Audible Inc ., a Delaware corporation having offices at 1 Washington Park, 16 ^th Floor, Newark, New Jersey 07102, 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 - 75 015 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”

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 ^th 2004 and continues for a period of 24 months.

By letter dated June the 22 ^nd 2006, and as per article 7.1, Audio Direct infor