**Exhibit 10.23**

September 2, 2010 

Mr. Tracy Daw 

c/o RealNetworks, Inc. 

2601 Elliott Avenue

Seattle, WA 98121 

Dear Tracy,

It is our great pleasure to offer you the promotion to the challenging new position of Chief Legal Officer and Corporate Secretary, directlyreporting to Bob Kimball at RealNetworks, Inc. This letter acts as an addendum to the original offer letter you received dated January 18, 2000; all other terms of employment that you previously agreed to will apply. 

This promotion is Board of Directors approved, and comes in recognition of the fine work you have done at RealNetworks, Inc. It will become effectiveupon the receipt of the written formal acceptance of this offer. Your annual salary will be increased to $285,000.00 per annum (subject to normal withholdings) effective of August 18, 2010. 

As part of this promotion, you will also continue to be eligible for the Company’s executive incentive MBO program, allowing you to earn an annualbonus of up to 45% of your base salary, based on the achievement of Company-specific business goals. As such, you are eligible to earn $128,250.00 annually upon meeting these MBO business goals, for an annual targeted total compensation of$413,250.00. Please note that for the second half of the 2010 plan year your target will be blended with both your new target amount and old target amount. As such, you are eligible to earn $55,000.00 for the second half incentive plan. 

Further, you will receive an equity award in connection with your appointment as Chief Legal Officer and Corporate Secretary of RealNetworks. Upon youracceptance of the terms of this letter, stock options for the purchase of 160,000 shares of RealNetworks Common stock will be granted to you having an exercise price equal to the closing price of RealNetworks Common Stock as reported on NASDAQ onthe date the options are granted. These options will have a vesting commencement date of August 18, 2010 and will be subject to the vesting rules and all other terms and conditions of the RealNetworks, Inc. 2005 Stock Incentive Plan, as amendedand restated (the “Plan”) and the agreement evidencing the options. 

Tracy, your retention agreement which you received and agreedto in February of this year continues. At the conclusion of that retention period, in February 2011, you will be eligible for an executive severance package which is the framework for our highly valued senior leaders at RealNetworks, Inc. As part ofthat severance package, upon acceptance of this new promotion, you agree that you will provide RealNetworks, Inc. six (6) months’ notice prior to terminating your employment. After receipt of such notice Real may, at its election, directyou to continue your work for Real for any period up to six (6) months’ from the date of such notice at your then-current base salary. In consideration for fulfilling the foregoing notice provision, Real will pay you a severance paymentequal to six (6) months of your then-current base salary at the conclusion of your employment with Real. 

Tracy, please accept our congratulations on your new promotion. We look forward to your continuedcontributions and future success in your new role. 

Sincerely, 

/s/ Robert Kimball 

Robert Kimball 

President and Chief Executive Officer 

RealNetworks, Inc. 

AGREED AND ACCEPTED 

I have read and agree tothe terms outlined in this promotional letter. 

Tracy Daw: /s/ Tracy D. Daw 

Date: September 9, 2010