Exhibit 10.2


AMENDMENT

TO

EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


THIS
AMENDMENT (“Amendment”) to that certain Employment, Confidentiality and Non-Competition
Agreement (the “Employment Agreement”), entered into between ARTISTdirect, Inc.,
a Delaware corporation (the “Company”), and Octavio Herrera (“Executive”), is
entered into as of July 28, 2006.  Capitalized
terms used herein and not defined shall have the meanings given to them in the
Employment Agreement.


RECITALS


WHEREAS, the parties hereto
entered into the Employment Agreement effective as of July 28, 2005; and


WHEREAS, the parties hereto
desire to amend the Employment Agreement, all upon the terms and conditions set
forth herein.


NOW, THEREFORE, for valuable
consideration, the receipt of which is hereby acknowledged, the parties agree
to the terms and conditions set forth herein.


1.              Performance Bonus.  Section 2.2 shall be amended to include the
following language at the end of the Section:


“Any Performance Bonus
shall be paid during the first half of the next calendar year following the
period for which it is earned.”


2.              Stock Option Grant.  Reference to “Nasdaq National Market” in
Section 3 of the Employment Agreement shall be replaced with “Over the Counter
Bulletin Board.”


3.              Standard of Performance.  Subject to Executive’s satisfaction of
Section 4 of this Amendment, the parties hereby agree that all references to “twelve
(12) months” contained in Section 4 of the Employment Agreement shall be
deleted and replaced with “twenty-four (24) months.”  In addition, during the twenty-four (24)
month period, Executive shall ensure that OnSystems does not operate or do any
business whatsoever that would require Executive’s attention except for
activities reasonably related to the wind-down and dissolution of
OnSystems.  In the event that Executive
becomes aware of any development regarding OnSystems that may require Executive’s
attention which is not related to the wind-down and dissolution, Executive
shall immediately notify the Company of such development.


4.              OnSystems. 
Executive further agrees to file or cause to be filed with the Secretary
of State of California a Certificate of Election to Wind Up and Dissolve
OnSystems (the “Election”), which shall be filed on or before August 18, 2006 (the
“Deadline”).  Failure to file the
Election by the Deadline shall constitute a breach of Executive’s obligations
under the Employment Agreement.


5.              Termination Payments.  A new Section 5.6 shall be added which shall
read as follows:


“5.6.       Termination Payments.  If Executive is entitled to any payments or
benefits pursuant to either Section 5.3 or 5.4 of this Agreement, then, to the
extent necessary to avoid adverse tax consequences pursuant to Section 409A of
the Internal Revenue Code of 1986, as amended, the first installment of
Executive’s Base Salary shall be paid six (6) months after Executive becomes
entitled to the continuation of Base









 



Salary and shall be in an
amount equal to the aggregate of six (6) months of Base Salary as provided in
Section 5.3 or 5.4, as applicable. 
Thereafter, the balance due shall be paid according to the terms of
Section 5.3 or 5.4, as applicable.”


6.             Conflicts.  Except as expressly set forth in this
Amendment, the terms and provisions of the Employment Agreement shall continue
unmodified and in full force and effect. 
In the event of any conflict between this Amendment and the Employment
Agreement, this Amendment shall control.


7.             Governing Law.  This Amendment shall be governed and
construed under the laws of the State of California, and shall be binding on
and shall inure to the benefit of the parties and their respective successors
and permitted assigns.


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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment, effective as
of the date written above.


 


	
  “EXECUTIVE”

  	
   

  	
  “COMPANY”

  	 

	
   

  	
   

  	
   

  	 

	
   Octavio Herrera

  	
   

  	
  ARTISTdirect, Inc.

  	 

	
   

  	
   

  	
   

  	 

	
  /s/ Octavio Herrera

  	
   

  	
   

  	
  By: /s/ Robert  N. Weingarten

  	
   

  	
   

  
	
  Octavio Herrera

  	
   

  	
        Robert  N. Weingarten

  Its: Chief Financial Officer

  	 

							



 


 



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