Exhibit 10.2


TERMINATION AGREEMENT


THIS TERMINATION AGREEMENT (“Termination
Agreement”) is entered into as of this 12th day of January, 2007, by and
between ARTISTdirect, Inc., a Delaware corporation (the “Company”), WNT
Consulting Group, a California limited liability company (“Consulting
Company”), and Eric Pulier, an individual (“Consultant”).


RECITALS


A.                                   Consultant is a
member of the Company’s Board of Directors.


B.                                     The parties
entered into a consulting agreement as of May 15, 2006 (the “Consulting Agreement”),
which provides for the availability of Consultant’s services to the Company
outside of the ordinary course of what is provided by other members of the
Company’s Board of Directors.


C.                                     The parties have mutually agreed to terminate
the Consulting Agreement.


AGREEMENT


NOW,
THEREFORE, it is agreed as follows:


1.                                       Termination of
the Consulting Agreement.  The
parties hereby mutual agree that the Consulting Agreement is terminated
effective as of January 12, 2007, and that, except as expressly set forth herein,
no party shall have any obligations or liabilities to the other
thereunder.  Notwithstanding the
foregoing sentence, the parties hereby acknowledge and agree that Section 7 of
the Consulting Agreement shall survive termination.


2.                                       Consideration.  As full and final consideration for
terminating the Consulting Agreement and terminating and releasing the parties
respective rights and obligations thereunder (other than with respect to
Section 7 thereof), the Company agrees to make a one (1) time cash payment in
the amount of $100,000 to Consulting Company within five (5) business days of
January 12, 2007 (the “Termination Payment”).  Except as set forth in the immediately
preceding sentence, neither Consulting Company or Consultant shall be entitled
to any further payments, compensation or consideration of any kind whatsoever
(in cash or otherwise) from the Company, including, but not limited to, any
bonus amounts or out-of-pocket expenses, and the parties acknowledge and agree
that the Termination Payment constitutes all payments, compensation and other
consideration to which the Consulting Company or Consultant is or may become
entitled at any time under the Consulting Agreement.  The Termination Payment shall be construed to
include local, state or federal sales, use, excise, personal property or other
similar taxes or duties, and any such taxes shall be assumed and paid for by
Consulting Company or Consultant, as applicable.  Consulting Company and Consultant shall be
solely responsible for and shall make proper and timely payment of any
withholding or other taxes, such as Consultant’s estimated state and federal
income taxes, employment taxes and self-employment taxes.


3.                                       Mutual Release. Each party to
this Termination Agreement (each, a “Releasing Party”) agrees to fully
release and forever discharge the other party and its/his respective agents,
employees, officers, directors, trustees, representatives, owners, attorneys,
subsidiaries, related corporations, assigns, successors, and affiliated
organizations (hereafter referred to collectively as the “Released Parties”),
and each and all of them, from any and all liabilities, claims, causes of
action, charges, complaints, obligations, costs, losses, damages, injuries,
attorneys’ fees, and other legal responsibilities, of any form whatsoever,
whether known or unknown, related to the Consulting Agreement prior to the date
of the Releasing Party’s execution of this Termination Agreement.  This release does not apply to any claims
that cannot be released as a matter of law. 
The Releasing Party understands that this release SHALL APPLY TO ALL
UNKNOWN OR UNANTICIPATED CLAIMS, DAMAGES AND CAUSES OF ACTION, AS WELL AS THOSE
KNOWN AND ANTICIPATED, and does hereby waive any and all rights under Section
1542 of the California Civil Code, which reads as follows:



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Section
1542. [Certain claims not affected by general release.]  A general release does not extend to claims
which the creditor does not know or suspect to exist in his or her favor at the
time of executing the release, which if known to him or her must have
materially affected his or her settlement with the debtor.


4.                                       Other
Provisions.  This
Termination Agreement sets forth the entire agreement between the parties with
regard to the subject matter hereof.  No
other agreements express or implied, oral or written, have been made by either
party to the other with respect to the subject matter of this Termination
Agreement.  This Termination Agreement
shall be construed in accordance with and governed by the laws of the State of
California.  This Termination Agreement
may be executed in any number of counterparts, which taken together shall be
deemed to be the original.  Each of the
parties acknowledges that it has had 
full opportunity to have this Termination Agreement reviewed and
explained to it by counsel of its own choosing. 
Each of the parties acknowledges that it has read this Termination
Agreement and is fully aware of its contents and its legal effect and that they
sign the same freely and voluntarily. 
Each of the parties represents that it/he has the full right, power and
authority to enter into this Termination Agreement, and when executed, will
constitute a valid and binding obligation on it/him.


IN WITNESS WHEREOF, each of the parties
hereto voluntarily and intending to be bound thereby, does execute this
Termination Agreement effective as of this 12th day of January, 2007.


 


	
  

  	
  ARTISTdirect, Inc., a Delaware corporation

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Robert N. Weingarten

  	 

	
   

  	
  Its:

  	
  Chief Financial Officer

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  WNT Consulting Group, a California limited
  liability corporation

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Eric Pulier

  
	
   

  	
  Its:

  	
  Director

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  Eric Pulier, an individual

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Eric Pulier

  



 



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