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                                                                   Exhibit 10.16


                                   ROXIO, INC.

                           KEY CONTRIBUTOR BONUS PLAN
                           --------------------------

1.   Purpose. The Roxio, Inc., Key Contributor Bonus Plan is designed to
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     motivate and reward certain employees of Roxio, Inc. with incentive
     compensation for performance that contributes to the overall success of the
     Company. The Plan provides for the payment of cash compensation at the
     conclusion of each Performance Period.

2.   Definitions. Whenever the initial letter of the following words or phrase
     -----------
     is capitalized in the Plan, including any amendments, they shall have the
     respective meanings set forth below unless otherwise defined herein:

     (a)  "Award" means the cash compensation awarded to a Participant pursuant
          to the plan.

     (b)  "Award Level" means Threshold Award, Target Award, or Maximum Award.

     (c)  "Base Salary" means the regular gross base salary actually earned by
          an employee during the Performance Period, excluding additional forms
          of compensation such as bonuses, payments under the Plan, other
          incentive payments, automobile allowances, tax gross-ups, on-call pay,
          and other fringe benefits.

     (d)  "Board" means the Board of Directors of the Company.

     (e)  "CEO" means the chief executive officer of the Company.

     (f)  "Committee" means the Compensation Committee of the Board.

     (g)  "Company" means Roxio, Inc., a Delaware corporation, and any successor
          entity thereto.

     (h)  "Covered Executive" means the chief executive officer, chief operating
          officer, chief financial officer, and vice presidents of the Company.

     (i)  "Disability" means any disability that would qualify as permanent and
          total disability under the long-term disability plan sponsored by the
          Company.

     (j)  "Fiscal Year" means the twelve-month period from April 1 through March
          31.

     (k)  "Key Contributor" means the chief executive officer, chief operating
          officer, chief financial officer, any vice president and director of
          the Company who meet the eligibility requirements of Section 3 to
          participate in the Plan.


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     (l)  "Maximum Award" means an Award ranging from one hundred percent (100%)
          to two hundred percent (200%) of the Target Award that may be paid to
          a Key Contributor for achieving the maximum Performance Level.

     (m)  "Performance Levels" means, with respect to each Performance Measure,
          the threshold, target, and maximum performance required to receive a
          Threshold Award, Target Award, and Maximum Award, respectively.

     (n)  "Performance Measure" means the criteria upon which Awards are paid
          tied to individual performance and/or the Company's success. The
          factors upon which the Company's success is based include but are not
          limited to any or all of the following: earnings per share, revenue
          dollars, revenue growth, total stockholder return, earnings before
          interest and taxes, net profit, other business unit, function, and
          team measures.

     (o)  "Performance Period" means the period of time during the Fiscal Year
          during which performance is measured and at the end of which Awards
          are paid.

     (p)  "Plan" means the Roxio, Inc. Key Contributor Bonus Plan, as amended
          from time to time.

     (q)  "Retirement" means a termination of employment by a Key Contributor
          after attaining either the normal retirement age as defined in the
          principal (as determined by the Committee) tax-qualified plan of the
          Company, or if the Company does not have such a Plan, the attainment
          of age sixty-five (65).

     (r)  "Target Award" means the Award, expressed as a percentage of a Key
          Contributor's Base Salary, which may be paid to a Key Contributor for
          achieving the target Performance Level.

     (s)  "Threshold Award" means an Award ranging from zero percent (0%) to one
          hundred percent (100%) of the Target Award that may be paid to a Key
          Contributor for achieving the threshold Performance Level.

3.   Eligibility. Participation in the Plan is limited to Key Contributors.
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     Subject to Committee approval for Covered Executives and CEO approval for
     other Key Contributors, all Key Contributors in active service at the
     beginning of a Performance Period are eligible to participate in the Plan.
     Employees hired or promoted into Key Contributor positions during a
     Performance Period may be eligible to receive a prorated Award for the
     current Performance Period based on the ratio that the number of calendar
     days in the Performance Period such employee was actively employed as a Key
     Contributor bears to the number of calendar days in the Performance Period;
     provided, however, that the minimum number of calendar days such employee
     is employed as a Key Contributor is ninety (90) days.


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4.   Term. The Plan is effective as of April 1, 2002 and shall be applicable for
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     future Fiscal Years of the Company unless amended or terminated by the
     Board or the Committee pursuant to Section 9(a).

5.   Administration.
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     (a)  Unless otherwise designated by the Board, the Committee shall
          administer the Plan with respect to Covered Executives. The Committee
          shall, subject to the limitations contained in the Plan, have full
          power and authority to determine the Performance Measures and Award
          Level and to establish Performance Levels under the Plan. The
          Committee, shall also (i) approve the participation of Covered
          Executives in the Plan, (ii) adopt such rules and regulations as are
          appropriate for the proper administration of the Plan, and (iii) make
          such determinations and take such actions in connection with the Plan
          as it deems necessary.

     (b)  The Committee may, in its sole discretion, make such adjustments to
          Awards and Performance Measures or Levels, and such other terms and
          conditions of the Plan that the Committee determines to be necessary
          and reasonable to prevent the loss by Covered Executives of the value
          of Awards granted pursuant to the Plan on account of events which
          affect the value of the Awards but which, in the judgment of the
          Committee, are outside the control of the Covered Executives.

     (c)  Unless otherwise designated by the Committee, the CEO shall administer
          the Plan for Key Contributors other than Covered Executives and shall
          have the same powers designated in Section 5(a) and (b) with respect
          to these Plan participants.

6.   Calculation of Awards.
     ---------------------

     (a)  Establishment of Plan Components. For each Performance Period, the
          Company will define the following Plan Components which shall be
          incorporated into this Plan as an exhibit:

          (i)    Performance Period

          (ii)   Key Contributors eligible to receive an Award

          (iii)  Performance Measures for each Key Contributor or groups of Key
                 Contributors

          (iv)   Relative weight accorded each Performance Measure

          (v)    Performance Levels for each Performance Measure

          (vi)   Threshold Award, Target Award, and Maximum Award for each
                 Participant


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     (b)  Approval and Communication of Plan Components. Prior to the beginning
          of each Performance Period, the Company will submit the Plan
          components in Section 6(a) to the Committee (and the CEO for Key
          Contributors other than Covered Executives) for approval and
          communicate these components in writing to Key Contributors.

     (c)  Award Determination. Within thirty (30) days after the end of the
          relevant Performance Period, the Company will calculate the amount of
          the Award for each Key Contributor using the following process:

         (i)   Determine actual performance results for each Performance Measure
               and whether actual performance with respect to each Performance
               Measure yields a Threshold Award, Target Award, or Maximum Award.

         (ii)  Multiply the Award Level earned for each Performance Measure by
               the relative weight assigned the particular Performance Measure
               and the Key Contributor's Base Salary.

         (iii) Sum the Award for each Performance Measure determined in Section
               6(c)(ii).

         (iv)  Certify by resolution adopted by the Committee (or the CEO for
               Key Contributors other than Covered Executives) the value of the
               Award to be paid to each Key Contributor; provided, however, the
               value of the Award for a Key Contributor may be increased or
               reduced, at the discretion of the Committee (for Covered
               Executives) or CEO (for other Key Contributors), based on
               individual performance.

7.   Payment of Award. All Awards shall be paid no later than forty-five (45)
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     days after the end of the Performance Period to which the Awards relate.

     Payment on Termination of Employment. If a Key Contributor terminates
     employment with the Company, either voluntarily or involuntarily, before
     payment of the Awards hereunder, such individual will not be entitled to
     any Award under the Plan for such Performance Period unless termination is
     due to the Key Contributor's death, Disability, or Retirement, in which
     case such individual will be eligible for a pro rata portion of the Award
     based on the number of days during the Performance Period in which such
     individual was actually employed.

8.   Payment on Termination of Plan. If the Plan is terminated by the Board or
     ------------------------------
     the Committee during a Performance Period, Key Contributors will be
     eligible for a pro rata portion of the Award for the relevant Performance
     Period based on (i) the number of days that have elapsed during the
     Performance Period in which the termination of the Plan occurs and (ii) the
     Performance Measures to and as of such date of termination.

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9.   Miscellaneous.
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     (a)  Amendment or Termination. The Board or the Committee may, at any time,
          without the approval of the stockholders of the Company alter, amend,
          modify, suspend or terminate the Plan, but may not, without the
          consent of a Key Contributor to whom an Award has been made, make any
          alteration which would adversely affect an Award previously granted
          under the Plan.

     (b)  Conflict with Employment Agreement. To the extent any provision of the
          Plan conflicts with any provision of a written employment or other
          agreement between a Key Contributor and the Company, the provisions of
          the employment agreement shall control.

     (c)  Employment Rights. The Plan does not constitute a contract of
          employment and participation in the Plan will not give a Key
          Contributor the right to be rehired or retained in the employ of the
          Company, nor will participation in the Plan give any Key Contributor
          any right or claim to any benefit under the Plan, unless such right or
          claim has specifically accrued under the terms of the Plan.

     (d)  Evidence. Evidence required of anyone under the Plan may be by
          certificate, affidavit, document or other information upon which the
          person relying thereon considers pertinent and reliable, and signed,
          made or presented by the proper party or parties.

     (e)  Gender and Number. Where the context admits, words in the masculine
          gender shall include the feminine gender, the plural shall include the
          singular and the singular shall include the plural.

     (f)  Action by the Board or Committee. Any action required of or permitted
          by the Board or Committee under this Plan shall be by resolution of
          the Board or by a person or persons authorized by resolution of the
          Board or Committee.

     (g)  Controlling Laws. Except to the extent superseded by laws of the
          United States, the laws of California shall be controlling in all
          matters relating to the Plan.

     (h)  Mistake of Fact. Any mistake of fact or misstatement of fact shall be
          corrected when it becomes known and proper adjustment made by reason
          thereof.

     (i)  Severability. In the event any provision of the Plan shall be held to
          be illegal or invalid for any reason, such illegality or invalidity
          shall not affect the remaining parts of the Plan, and the Plan shall
          be construed and endorsed as if such illegal or invalid provision had
          never been contained in the Plan.

     (j)  Effect of headings. The descriptive headings of the Sections of the
          Plan are inserted for convenience of reference and identification only
          and do not constitute a part of the Plan for purposes of
          interpretation.

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     (k)  Non-transferability. No Award payment shall be transferable, except by
          the Key Contributor's will or the applicable laws of descent and
          distribution. During the Key Contributor's lifetime, his Award shall
          be payable only to the Key Contributor or his guardian or
          attorney-in-fact. The payment and any rights and privileges pertaining
          thereto shall not be transferred, assigned, pledged or hypothecated by
          him in any way, whether by operation of law or otherwise and shall not
          be subject to execution, attachment or similar process.

     (l)  No Liability. No member of the Board or the Committee or any officer
          or Key Contributor of the Company shall be personally liable for any
          action, omission or determination made in good faith in connection
          with the Plan. The Company shall indemnify and hold harmless the
          members of the Committee, the Board and the officers and Key
          Contributors of the Company, and each of them, from and against any
          and all loss which results from liability to which any of them may be
          subjected by reason of any act or conduct (except willful misconduct
          or gross negligence) in their official capacities in connection with
          the administration of the Plan, including all expenses reasonable
          incurred in their defense, in case the Company fails to provide such
          defense. By participating in the Plan, each Key Contributor agrees to
          release and hold harmless each of the Company, the Board and the
          Committee, from and against any tax or other liability, including
          without limitation, interest and penalties, incurred by the Key
          Contributor in connection with his participation in the Plan.

     (m)  Funding. All amounts payable under the Plan will be paid by the
          Company from its general assets. The Company is not required to
          segregate on its books or otherwise establish any funding procedure
          for any amount to be used for the payment of benefits under the Plan.
          The Company may, however, in its sole discretion, set funds aside in
          investments to meet its anticipated obligations under the Plan. Any
          such action or set-aside amount may not be deemed to create a trust of
          any kind between the Company and any Key Contributor or beneficiary or
          to constitute the funding of any Plan benefits. Consequently, any
          person entitled to a payment under the Plan will have no rights
          against the assets of the Company greater than the rights of any other
          unsecured creditor of the Company.


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                                                                         Exhibit


                                   ROXIO, INC.
                   FISCAL YEAR 2003 KEY CONTRIBUTOR BONUS PLAN

     Establishment of Plan Components

     1.   Performance Period. The Performance Period will be from April 1, 2002
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          through March 31, 2003.

     2.   Key Contributors eligible to receive an Award. As provided in attached
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          list.

     3.   Performance Measures and levels. Performance will be tied to corporate
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          and function and individual measures.

     4.   Relative Performance Measure Weight.
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<TABLE>
<CAPTION>
----------------------- ----------------- -------------------
                                             Function and
     Employee Level         Corporate         Individual
----------------------- ----------------- -------------------
<S>                     <C>               <C>
CEO                           100%                0%
----------------------- ----------------- -------------------
COO                           100%                0%
----------------------- ----------------- -------------------
CFO                           100%                0%
----------------------- ----------------- -------------------
Vice Presidents                80%               20%
----------------------- ----------------- -------------------
Directors                      60%               40%
----------------------- ----------------- -------------------
</TABLE>


     5.   Award Opportunity.
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<TABLE>
<CAPTION>
----------------------- -------------------------------------------------
                                  Bonus As A Percent of Salary
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                           Threshold
    Employee Level           Award       Target Award     Maximum Award
----------------------- -------------- ---------------- -----------------
<S>                     <C>            <C>              <C>
CEO                          33%             65%              130%
----------------------- -------------- ---------------- -----------------
COO                          25%             50%              100%
----------------------- -------------- ---------------- -----------------
CFO                          25%             50%              100%
----------------------- -------------- ---------------- -----------------
Vice Presidents              20%             40%               80%
----------------------- -------------- ---------------- -----------------
Directors                    15%             30%               60%
----------------------- -------------- ---------------- -----------------
</TABLE>

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