Sample Business Contracts

Employment Agreement - Audible Inc. and Matthew Fine

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                           [AUDIBLE INC. LETTERHEAD]

March 31, 1997

Mr. Matthew Fine
New York, NY  10010

Dear Matthew:

You will become Director of Business Programming, formally reporting to me.
Attendant to your employment -- subject to approval by the Board of Directors
and the shareholders -- the Company hereby offers you the right to purchase
75,000 shares of the Common Stock of the Company at a purchase price of $.40 per
share.  Such shares shall be subject to the terms of a stock restriction
agreement in a form to be provided to you prior to the commencement of your
employment.  In general, the agreement subjects the shares to a vesting schedule
such that in the event that your employment with the Company terminates, the
Company has the right to repurchase the unvested shares from you at your cost.
The shares vest 12 percent six months from the day you agree to the terms of
this offer letter, and thereafter in equal monthly installments of 2 percent
(1,500 shares) per month.  The agreement also provides the Company with the
right of first refusal on any shares you wish to transfer to a third party.  The
purchase price of the shares is payable in cash, by promissory note, or by a
combination of both.

Provided that you remain employed with the Company until May 31, 2001, you will
receive a bonus of $39,488 at that time.  The Company will not provide you with
any gross up in taxes due to such onetime bonus.

Your annual salary will begin at $100,000 per year. A bonus program set at up to
20 percent of your base salary, payable quarterly, and adjusted according to
personal "objectives" we will identify together.  In addition we will offer you
a $5,000 signing bonus and a $150 monthly car expense reimbursement.  You agree
to resign your current employment position no later than April 1, 1997 and
commence formal employment with Audible Inc. no later than April 15, 1997.  This
offer is good until April 1, 1997.

A health plan will be part of the employment package. The Company will cover the
premium for you and half of a family premium. A dental plan will also be
available on a self-pay basis. The Company will also pay 25 percent of your
annual membership at a health club near our headquarters.

The attached non-disclosure agreement contains the same restrictions under which
the entire management team employed and will serve as a standard part of all our
subsequent hires.

Your signature below indicates acceptance of the terms.


Andrew J. Huffman
President and Chief Executive Officer
Audible, Inc.

I acknowledge that this supercedes the prior letter signed on this date.

                                      So Agreed:
                                                        Matthew Fine


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