THIS AGREEMENT entered into as of the 22nd day of October, 1999, by and between Audio Book Club,
Inc., a Florida corporation, with offices at 2295 Corporate Boulevard, N.W., Suite 222, P.O. Box 5002, Boca
Raton, Florida 33431-0802 (the "Company"), and John F. Levy, residing at 110 Oak Tree Pass, Westfield,
New Jersey (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company is engaged in the audio book club business; and
WHEREAS, the Company desires to continue to employ the Executive beyond the expiration date of the current
Employment Agreement between the Company and the Executive; and
WHEREAS, the Executive is willing to commit himself to continue to serve and to establish a minimum period
during which he will continue to serve the Company on the terms and conditions herein provided.
NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the
parties herein contained and intending to be legally bound hereby, the parties agree as follows:
1. Recitals. The Whereas clauses recited above are hereby incorporated by reference as though they were fully
set forth herein.
2. Employment. The Company shall employ the Executive and the Executive shall serve the Company, on the
terms and conditions set forth herein.
3. Term. The employment of the Executive by the Company as provided in paragraph 2 shall commence on
November 10, 1999 and end on the second (2nd) anniversary of such commencement, subject, however, to the
other termination provisions contained herein.
4. Position and Duties. The Executive shall be employed by the Company as an Executive Vice President and
Chief Financial Officer. His power and authority shall be and remain subject to the direction and control of the
Board of Directors and all officers senior to him including but not limited to the Co-Chief Executive Officers
Michael Herrick and Norton Herrick. The Executive shall have responsibility for the financial oversight of the
business and affairs of the C