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                              [ADAPTEC LETTERHEAD]

                                                                 Exhibit 10.9

September 5, 2000

Tom Shea
950 Eastwood Place
Los Altos, CA 94024

Dear Tom:

On behalf of Adaptec, Inc., I am pleased to offer you the position of Roxio's
Chief Operating Officer. This will be an exciting and challenging job that
will have a significant impact on the success of Roxio.

Your initial base salary will be $240,000 per year. You will also be eligible
to participate in the Annual Bonus Program that targets 50% of your base
salary. In addition, you will receive a $650 per month car allowance, a free
annual physical, a health club subsidy, and financial planning assistance up
to $2,500 net per year.

Coincident with the IPO, you will be granted an option to purchase 250,000
shares of Roxio stock in accordance with the Roxio 2000 Employee Stock Plan.
More information on the grant date and the share price will be forthcoming on
the date of IPO. The stock will vest 25% on the one-year anniversary of the
IPO date and quarterly thereafter, at 6.25% and will be fully vested at the
end of four years.

Your business experience matches very well with Roxio's current business
needs and our anticipated direction. However, in the event that Roxio
terminates your employment without cause (see attached definition "for
cause") prior to distribution of Roxio's shares to Adaptec shareholders, you
will be transferred back to Adaptec in the role of VP/General Manager in
another Adaptec operating business. You will maintain your Adaptec tenure.
The initial Roxio stock option grant offering of 250,000 shares will be fully
vested and will be exercisable for 90 days. No additional severance payments
will be offered.

If your position is terminated without cause up to 18 months post
distribution of Roxio's shares to Adaptec shareholders you shall receive the
following severance: pay equal to 12 months of your current level of base
compensation and COBRA benefits premiums. This will be paid in a one-time
lump sum, less legally mandated payroll deductions and withholdings.
Additionally, the initial Roxio stock option grant offering of 250,000 shares
will be fully vested and will be exercisable for 90 days.

Please sign this letter, indicating acceptance of this offer. Return the
signed copy to Human Resources/Staffing (M/S 15A) and retain one copy for
your records. We are confident you will make a major contribution to our
success and are looking forward to having you join Roxio.

Sincerely

/s/ Robert N. Stephens

Robert N. Stephens
Chief Executive Officer



Accepted: Tom Shea
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Tom Shea
Page 2

TERMINATION FOR CAUSE: Roxio/Adaptec and Tom Shea (employee) agree that Roxio
may terminate Employee's employment and terminate this Agreement at any time
"for cause," which shall include any one or more of the following reasons:


           (1) Refusal or unwillingness to perform such material duties in
               good faith, neglect or poor performance of duties, if not
               remedied to Roxio's CEO's or his designee's satisfaction after
               written notice has been given to employee by Roxio's CEO or
               his designee;

           (2) Conviction of the Employee of a felony or other crime
               involving moral turpitude, dishonesty, willful misconduct,
               misappropriation of funds, habitual insobriety or illegal drug
               use;

           (3) Substance abuse or any other action on the part of the
               Employee involving willful and deliberate malfeasance or gross
               negligence in the performance of his duties and
               responsibilities, or any conduct or act which brings public
               disrespect, contempt or ridicule upon Roxio;

           (4) A deliberate or serious violation of any law, rule,
               regulation, constitutional provision, or Roxio policy or
               procedure, including Roxio/Adaptec's Policy Guide (which
               policies are subject to modification or change at any time),
               or local, state or federal law, which violation, may, in the
               sole judgment of Roxio's CEO or his designee constitute
               justification for Employee's termination;

           (5) Prolonged absence from duties without the consent and approval
               of Roxio's CEO or his designee, including but not limited to,
               where Employee is permanently disabled, which, from the CEO's
               or his designee's sole discretion, constitutes justification
               for Employee's termination;

           (6) Employee's death.

CONSEQUENCES OF TERMINATION FOR CAUSE: In the event Roxio exercises its option
to terminate Employee "for cause", Employee shall be entitled only to the
unpaid salary and unused vacation benefits which he has accrued. Employee
shall be entitled to no other or further compensation, benefits or severance
payments of any kind or nature in the event he is terminated "for cause."
Should the Employee be terminated "for cause" Roxio will provide the Employee
with a written statement detailing such cause.