[Napster
        Letterhead]


    

    July
      2,
      2008

     

    Ms.
      Suzanne M. Colvin

    722
      Mairwood Court

    San
      Jose,
      CA 95120-2222

    


    Dear
      Ms.
      Colvin:

     

    On
      behalf
      of Napster, Inc. (the “Company”), I am pleased to confirm certain terms of your
      employment with the Company with regard to severance. 

     

    In
      the
      event that the Company terminates your employment without Cause (as defined
      below) or you terminate your employment for Good Reason (as defined below),
      you
      will be entitled to a cash severance payment equal to one-half your annualized
      base salary at the highest rate in effect at any time in the one (1) year
      preceding your termination, and the Company will pay your COBRA premiums for
      a
      period of six (6) months from the date of your termination. Notwithstanding
      the
      foregoing, in the event that your employment is terminated by the Company
      without Cause or by you for Good Reason upon or at any time following a Change
      in Control (as defined below), the cash severance payment will equal one times
      (instead of one-half) such annualized base salary rate and the period of
      Company-paid COBRA will be extended to twelve (12) months (instead of six
      months). If you are entitled to the severance benefit, the cash severance
      payment will be paid in a lump sum on or promptly after (and in all events
      within seventy (70) days after) the last day of your employment with the
      Company. Your benefit will be subject to tax withholding and other authorized
      deductions.

     

    Notwithstanding
      anything in this letter to the contrary, the Company’s obligation to provide you
      the severance benefits described in the preceding paragraph is subject to you
      providing the Company with a valid, executed general release agreement in a
      form
      acceptable to the Company, and such release agreement not being revoked by
      you
      pursuant to any revocation rights afforded by applicable law. The Company will
      provide you with the form of such agreement not later than ten (10) days after
      the last day of your employment with the Company, and you will provide such
      executed agreement to the Company not later than fifty five (55) days after
      the
      last day of your employment with the Company.

     

    The
      Company may terminate your employment at any time. You may terminate your
      employment at any time. If the Company terminates your employment for Cause
      or
      if you terminate your employment other than for Good Reason, you shall be
      entitled only to the unpaid salary and unused vacation benefits which have
      been
      accrued on your behalf, but not any severance payments. 

     

    For
      purposes of this letter agreement (this “Agreement”), the following terms will
      have the following meanings:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Cause”
      means that you have: (i) been grossly negligent in the performance of your
      duties for the Company; (ii) engaged in willful misconduct; or (iii) been
      convicted of a felony or any crime involving moral turpitude. 

     

    “Good
      Reason” means: (i) that you, without your consent, have incurred a material
      diminution in your authority, duties or responsibilities (provided, however,
      that the Company may return you to your prior position of Vice President,
      Finance of the Company with substantially the same authority, duties and
      responsibilities you previously had in such position and such change shall
      not
      constitute Good Reason); (ii) that you, without your consent, have incurred
      a
      material diminution in your base compensation (provided that, if you resume
      your
      position as Vice President, Finance of the Company and you no longer serve
      as
      Interim Chief
      Financial
      Officer of the Company, the Company may reduce your base compensation level
      to
      the level in effect prior to your assuming the role of Interim Chief Financial
      Officer (adjusted by any normal base compensation adjustments that reasonably
      would have been made as part of annual performance reviews during the period
      when you were Interim Chief Financial Officer had you instead continued during
      such period as Vice President, Finance) and such reduction shall not constitute
      Good Reason); (iii) a material breach of this Agreement by the Company; or
      (iv)
      the Company notifies you that it has materially changed the geographic location
      of your principal office for the Company (defined as the San Francisco Bay
      Area
      (i.e., the location where you spend a majority of your working time)). For
      this
      purpose a material relocation shall in all cases be deemed to have occurred
      if
      the relocation is of a distance of fifty (50) miles or more. Notwithstanding
      the
      foregoing, however, any condition or conditions, as applicable, otherwise set
      forth in this paragraph shall not constitute grounds for Good Reason unless
      both
      (x) you provide written notice to the Company of the condition claimed to
      constitute grounds for Good Reason within ninety (90) days of the initial
      existence of such condition(s), and (y) the Company fails to remedy such
      condition(s) within thirty (30) days of receiving such written notice thereof;
      and provided, further, that in all events the termination of your employment
      with the Company shall not constitute a termination for Good Reason unless
      such
      termination occurs not more than one (1) year following the initial existence
      of
      the condition claimed to constitute grounds for Good Reason.

     

    “Change
      in Control” means the occurrence of any of the following:

    


    
      	 	
              (i)
                

            	
              When
                any “person,” as such term is used in Sections 13(d) and 14(d) of the
                Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other
                than the Company, a subsidiary of the Company or a Company employee
                benefit plan, including any trustee of such plan acting as trustee)
                is or
                becomes the “beneficial owner” (as defined in Rule 13d-3 under the
                Exchange Act), directly or indirectly, of securities of the Company
                representing fifty percent (50%) or more of the combined voting power
                of
                the Company’s then outstanding
                securities;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              A
                change in the composition of the Company’s Board of Directors occurring
                within a two-year period, as a result of which fewer than a majority
                of
                the directors are Incumbent Directors. “Incumbent Directors” shall mean
                directors who either (1) are directors of the Company as of the date
                hereof, or (2) are appointed, elected, or nominated for election,
                to the
                Board with the affirmative votes of at least a majority of the Incumbent
                Directors at the time of such appointment election or nomination
                (but
                shall not include an individual whose election or nomination is in
                connection with an actual or threatened proxy contest relating to
                the
                election of directors of the
                Company);

            


    

     

    
      	 	
              (iii)

            	
              The
                consummation of a merger or consolidation of the Company with any
                other
                corporation, other than a merger or consolidation which would result
                in
                the voting securities of the Company outstanding immediately prior
                thereto
                continuing to represent (either by remaining outstanding or by being
                converted into voting securities of the surviving entity) at least
                fifty
                percent (50%) of the total voting power represented by the voting
                securities of the Company or such surviving entity outstanding immediately
                after such merger or consolidation;
                or

            


    

     

    
      	 	
              (iv)

            	
              The
                consummation of the sale or disposition by the Company or all or
                substantially all of the Company’s
                assets.

            


    

     

    This
      Agreement will be governed by and construed under and in accordance with the
      internal laws of the State of California, without regard to conflicts of laws
      principles thereof.

     

    No
      waiver
      of any breach of any term or provision of this Agreement will be construed
      to
      be, nor will it be, a waiver of any other breach of this Agreement. No waiver
      will be binding unless in writing and signed by the party waiving the breach.
      This Agreement may be amended only by a written agreement signed by you and
      an
      authorized officer of the Company.

     

    This
      Agreement embodies the entire agreement of the parties with respect to the
      specific subject matter hereof (but not any accelerated vesting provisions
      that
      may apply to Company equity-based awards pursuant to the terms and conditions
      of
      the applicable award agreement and equity plan under which the award was
      granted), and supersedes all prior agreements of the parties as to such specific
      subject matter. Any prior negotiations, correspondence, agreements, proposals,
      or understandings relating to the subject matter hereof shall be deemed to
      be
      merged into this Agreement and to the extent inconsistent herewith, such
      negotiations, correspondence, agreements, proposals, or understandings shall
      be
      deemed to be of no force or effect. There are no representations, warranties,
      or
      agreements, whether express or implied, or oral or written, with respect to
      the
      subject matter hereof, except as set forth herein. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Please
      sign this letter, indicating acceptance of this Agreement, and return to
      me.

     

    Sincerely,

     

    /S/
      Wm.
      Christopher Gorog  

     

    Wm.
      Christopher Gorog

    Chief
      Executive Officer and Chairman of the Board

     

     

     

    
      	 	
              Accepted:  
                

            	
                 
                /S/ Suzanne M. Colvin

            
	 	 	
              Suzanne
                M. Colvin