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Amazon.com Acquires Brilliance Audio

Amazon Subsidiary CustomFlix Announces Support for Audiobooks in

                      Standard and MP3-CD Formats

SEATTLE--(BUSINESS WIRE)--May 23, 2007--Leading online retailer Amazon.com, Inc. (NASDAQ:AMZN) today announced it has acquired Brilliance Audio (www.brillianceaudio.com), the largest independent publisher of audiobooks in the United States. The acquisition will enable Amazon to work closely with the book publishing community to further expand the number of books produced in audio format and provide customers with an even greater selection of audiobooks to find, discover and buy.

Amazon.com subsidiary CustomFlix also announced today that it now supports both standard CD and MP3-CD audiobook formats via its Disc on Demand service (www.customflix.com/audiobooks). CustomFlix complements the acquisition of Brilliance Audio by providing publishers and authors an easy and economical way to introduce new titles on an inventory-free basis, or to keep physical formats of audiobook titles available that may otherwise go out of production.

"Brilliance Audio has been delighting customers for more than two decades with their world-class audiobook capabilities," said Greg Greeley, vice president of books at Amazon.com. "With this acquisition we can make it more efficient for authors and book publishers of all sizes to expand the number of titles produced in increasingly popular audio formats, offering customers a much broader selection."

The production of audiobooks has traditionally been limited to best-selling titles due largely to the economics associated with recording, producing and bringing audiobooks to market.

"Amazon's commitment to growing the audiobook category is a big plus for audiobook customers," added Eileen Hutton, Brilliance vice president and former president of the Audio Publishers Association (APA). "We look forward to working with even more authors and publishing partners in the future."

"Storytelling is an art and our audiobooks strive to capture the nuance and complexity of our author's stories and bring the characters and images to life in a way that fully engages the listener," said Michael Snodgrass, founder and president of Brilliance Audio. "Our singular focus on audiobooks and our commitment to provide the very highest-quality products in the industry will not change."

Brilliance Audio will continue to operate independently under the leadership of Michael Snodgrass and its operations will remain in Grand Haven, Michigan.

About Amazon.com

Amazon.com, Inc., (Nasdaq: AMZN), a Fortune 500 company based in Seattle, opened on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com, Inc. seeks to be Earth's most customer-centric company, where customers can find and discover anything they might want to buy online, and endeavors to offer its customers the lowest possible prices. Amazon.com and other sellers offer millions of unique new, refurbished and used items in categories such as health and personal care, jewelry and watches, gourmet food, sports and outdoors, apparel and accessories, books, music, DVDs, electronics and office, toys and baby, and home and garden.

Amazon and its affiliates operate websites, including www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.co.jp, www.amazon.fr, www.amazon.ca, and www.joyo.com.

As used herein, "Amazon.com," "we," "our" and similar terms include Amazon.com, Inc., and its subsidiaries, unless the context indicates otherwise.

About Brilliance Audio

Brilliance Audio, located in Grand Haven, Michigan, was founded in 1984 by publisher Michael Snodgrass. It is the largest audiobooks-only publisher in the country, offering a wide range of best-selling adult fiction and nonfiction in both unabridged and abridged audio formats, and sells to all classes of trade, as well as to libraries.

About CustomFlix

CustomFlix Labs, Inc., a wholly owned subsidiary of Amazon.com, Inc., is the leader in manufacture on demand services for independent and enterprise media content owners. CustomFlix was founded in 2002 with the mission of profitably connecting content owners to a worldwide audience. Today, CustomFlix offers professional digitization into the Future-Proof Archive service, as well as inventory-free physical media distribution via both CD and DVD on Demand and video downloads through Amazon Unbox.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks related to competition, management of growth, new products, services and technologies, potential fluctuations in operating results, international expansion, outcomes of legal proceedings and claims, fulfillment center optimization, seasonality, commercial agreements, acquisitions and strategic transactions, foreign exchange rates, system interruption, significant amount of indebtedness, inventory, government regulation and taxation, payments and fraud. More information about factors that potentially could affect Amazon.com's financial results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2006, and all subsequent filings.


    CONTACT: Amazon.com, Inc.
             Amazon Media Hotline, 206-266-7180

    SOURCE: Amazon.com, Inc.
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