Press Release

Amazon.com to Buy 5% of Audible Inc. and Enters Strategic Alliance Allowing Customers to Access Spoken Audio From Audible.com Through Amazon.com

--Audible To Be Amazon.com's Exclusive Provider of Spoken-Word Programming for Downloading or Streaming via the Web--

SEATTLE and WAYNE, N.J.--Jan. 31, 2000--Leading online retailer Amazon.com (Nasdaq:AMZN) and Audible, Inc. (Nasdaq:ADBL), the leader in Internet-delivered spoken audio for PC-based listening or playback on AudibleReady™ portable digital audio devices, today announced a multi-million dollar agreement to prominently feature content and services from www.audible.com(TM) at Amazon.com.

"We're always looking for new ways to deliver more for our customers," said Jeff Bezos, founder and CEO of Amazon.com. "We've chosen Audible to be our exclusive provider because they have established the new standard in the delivery of spoken-word audio via the Web, and they share our core value of customer satisfaction."

"Amazon.com provides the ideal platform for our audio service," said Donald Katz, founder and chairman of Audible, Inc. "Our business synergy with Amazon.com's book and consumer electronics stores and their standards for customer excellence will strengthen our leadership position in the online digital spoken-word category."

The alliance will give Amazon.com's more than 16 million customers easy access to over 20,000 hours of digital audio content from audible.com. Daily, audible.com features selected audio content from The Wall Street Journal and daily digests of The New York Times, San Jose Mercury News, and Los Angeles Times, as well as The Economist Audio Digest, The Industry Standard, Forbes and Harvard Business Review. It also offers a collection of audiobook bestsellers and classics by authors such as Stephen King, John Grisham, Frank McCourt, Jon Krakauer, Scott Adams, Mary Higgins Clark, James Redfield, James Patterson, William Shakespeare, Emily Dickinson, and Jane Austen.

It also provides speeches, lectures, language lessons, and on-demand radio programs, including Marketplace, Car Talk, Fresh Air, and Science Friday. All of the programs at audible.com are available for PC-based playback and on-the-go listening using numerous AudibleReady portable digital audio players offered by leading consumer electronics and computer manufacturers.

Under the agreement, which is expected to close later this quarter, Amazon.com will make a strategic investment in Audible Inc. and acquire 5% of the company. In addition, in exchange for promotion of Audible.com's content and services, Amazon.com will receive from Audible $30 million over three years.

About Audible, Inc.

Audible is the Internet's largest, most diverse provider of premium spoken-audio services for content download or playback on personal computers and AudibleReady(TM) mobile digital audio devices. Audible allows customers to take advantage of their commute, travel and desktop computer time by delivering premium entertainment and information audio while their eyes are busy but their minds are free. Audible's content partners include leading audio book publishers, broadcasters, magazine and newspaper publishers, business information providers, and educational and cultural institutions. Visitors to www.audible.com can browse, sample, purchase and subscribe to more than 20,000 hours of audio programs. Among the Company's key business partners are Casio Inc., Compaq Computer Corporation, S3/Diamond Multimedia Systems Inc., Microsoft Corporation, Royal Philips Electronics, and RealNetworks, Inc.

This press release contains information that is not historical fact and may be deemed to contain forward-looking statements. Actual results may differ materially from those anticipated in any forward-looking statements as a result of certain risks and uncertainties, including, without limitation, Audible's limited operating history, history of losses, uncertain market for its services, and its inability to license or produce compelling audio content and other risks and uncertainties detailed in the company's Securities and Exchange Commission filings.

About Amazon.com

Amazon.com (Amazon.com, Inc., and its subsidiaries) is the Internet's No. 1 music, No. 1 DVD and video, and No. 1 book retailer. Amazon.com (Nasdaq:AMZN) opened its virtual doors on the World Wide Web in July 1995 and today offers Earth's Biggest Selection, along with online auctions and free electronic greeting cards. Amazon.com lists more than 18 million unique items in categories including books, CDs, toys, electronics, videos, DVDs, home improvement products, software, and video games. Through Amazon.com zShops, any business or individual can sell virtually anything to Amazon.com's more than 16 million customers, and with Amazon.com Payments, any seller can accept credit card transactions, avoiding the hassles of offline payments. The company also participates in sothebys.amazon.com, the leading auction site for guaranteed art, jewelry, and collectibles, at www.sothebys.amazon.com.

Amazon.com seeks to be the world's most customer-centric company, where customers can find and discover anything they may want to buy online. Amazon.com's All Product Search scours the Web to help customers find merchandise that is not available at Amazon.com, Amazon.com Auctions, or Amazon.com zShops, making Amazon.com the shopping destination to find anything.

Amazon.com operates two international Web sites: www.amazon.co.uk in the United Kingdom and www.amazon.de in Germany. It also operates the Internet Movie Database (www.imdb.com), the Web's comprehensive and authoritative source of information on more than 150,000 movies and entertainment programs and 500,000 cast and crewmembers dating from the birth of film in 1892 to the present.

Amazon.com has invested in leading Internet retailers that are improving the lives of customers by making shopping easier and more convenient: Greenlight.com, the only company that offers car buyers the control of auto purchasing online with ongoing service and support from local dealerships, at www.greenlight.com; drugstore.com, an online retail and information source for health, beauty, wellness, personal care and pharmacy, at www.drugstore.com; Pets.com, the online leader for pet products, expert information, and services, at www.pets.com; HomeGrocer.com, the first fully integrated Internet grocery-shopping and home-delivery service -- with operations in Seattle; Portland, Oregon; and Southern California -- at www.homegrocer.com; Gear.com, which offers brand-name sporting goods at prices from 20 to 90 percent off retail, at www.gear.com; and Ashford.com (Nasdaq:ASFD), the leading Internet retailer of luxury and premium products and the Web's No. 1 retailer of watches and jewelry, at www.ashford.com. Amazon.com also has a minority interest in Della.com, which brings together leading retailers with gift registry, expert advice, and personalized gift suggestions to help everyone give better gifts, at www.della.com; and NextCard, Inc., considered the industry's leading issuer of consumer credit on the Internet, at www.nextcard.com.

This announcement contains forward-looking statements that involve risks and uncertainties that include, among others, Amazon.com's limited operating history, anticipated losses, unpredictability of future revenues, potential fluctuations in quarterly operating results, seasonality, consumer trends, competition, risk of distribution center expansion, risks related to fourth quarter performance, risks of system interruption, management of potential growth, risks related to auction and zShops services, risks related to fraud and Amazon.com Payments, and risks of new business areas, international expansion, business combinations, and strategic alliances. 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, 1998 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999, and September 30, 1999.