<PAGE>

                                                                   EXHIBIT 10.21

AMENDED AND RESTATED SERVICE AGREEMENT

(1)  On Demand Distribution Limited, doing business as Loudeye

(2)  Charles Edward Averdieck

Dated March 15, 2006 (the "EFFECTIVE DATE")

OSBORNE CLARKE

2 Temple Back East
Temple Quay
Bristol
BS1 6EG
Telephone +44 (0) 117 917 3000
Fax       +44 (0) 117 917 3005

SJH/0792861/B1597951/SJH

<PAGE>

                                    CONTENTS

<TABLE>
<S>                                                                         <C>
1.  Definitions and interpretation.......................................    1
2.  Appointment..........................................................    4
3.  Term.................................................................    4
4.  Duties of the Executive..............................................    4
5.  Hours of work........................................................    5
6.  Principal place of work..............................................    5
7.  Remuneration.........................................................    5
8.  Expenses.............................................................    6
9.  Benefits.............................................................    6
10. Holidays.............................................................    7
11. Sickness or injury...................................................    7
12. Termination of and suspension from Employment........................    8
13. Obligations during Employment........................................   10
14. Obligations after Employment.........................................   12
15. Disciplinary and Grievance procedure.................................   13
16. Collective Agreements................................................   14
17. Deductions...........................................................   14
18. Entire Agreement.....................................................   14
19. Third Parties........................................................   14
20. Data Protection......................................................   14
21. Releases and waivers.................................................   14
22. Notices..............................................................   15
23. Governing law and jurisdiction.......................................   15
</TABLE>

<PAGE>

THIS AGREEMENT is made effective on March 15, 2006

BETWEEN:

(1)  ON DEMAND DISTRIBUTION LIMITED, doing business as LOUDEYE whose registered
     office is at Bush House, 72 Prince Street, Bristol BS1 4QD (the "COMPANY");
     and

(2)  CHARLES EDWARD AVERDIECK of 92 Englewood Road, London SW12 9NY (the
     "EXECUTIVE").

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

     1.1  In this Agreement, unless the context otherwise requires, the
          following definitions shall apply:

          "AGREEMENT" means this Agreement (including any schedule or annexure
          to it and any document referred to in it or in agreed form).

          "BOARD" means the board of directors of Loudeye Corp. from time to
          time and includes any committee of the Board duly appointed by it.

          "BUSINESSES" means the provision of digital media services and any
          trade or other commercial activity which is carried on by any Group
          Company, or which any Group Company shall have determined to carry on
          with a view to profit in the immediate or foreseeable future.

          "CAUSE" means (a) violation by Executive of a state or federal
          criminal law involving the commission of a crime against the Company,
          or any felony; (b) habitual or repeated misuse by Executive of alcohol
          or controlled substances; (c) fraud, intentional misrepresentation or
          dishonesty by Executive with respect to the business of the Company;
          (d) any incident materially compromising Executive's reputation or
          ability to represent the Company with the public; (e) any intentional
          act by Executive that substantially impairs the Company's business,
          goodwill or reputation; or (f) a determination by a majority of the
          Company's directors (other than the Executive) within thirty (30) days
          after the end of each of two (2) consecutive calendar quarters that
          the Company (or the Executive) has not substantially met the Quarterly
          Goals (as defined below).

          "CHANGE OF CONTROL" shall mean the occurrence of any of the following
          events:

               (i) Any "person" (as such term is used in Sections 13(d) and
               14(d) of the Securities Exchange Act of 1934, as amended) becomes
               the "beneficial owner" (as defined in Rule 13d-3 under said Act),
               directly or indirectly, of securities of Loudeye representing
               fifty percent (50%) or more of the total voting power represented
               by Loudeye's then outstanding voting securities; or

               (ii) The consummation of the sale or disposition by Loudeye of
               all or substantially all Loudeye's assets in one or a series of
               related transactions; or

               (iii) The consummation of a merger or consolidation of Loudeye or
               share exchange involving any other corporation, other than (A) a
               merger, consolidation or share exchange which would result in the
               voting securities of Loudeye's 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 Loudeye or such surviving
               entity outstanding immediately after such merger or
               consolidation, or (B) a merger effected solely for purposes of
               changing the domicile of Loudeye.

          "COMPANY INVENTION" means any improvement, invention or discovery made
          by the Executive which in accordance with Section 39, Patents Act 1977
          is the property of the Company.

<PAGE>

          "CONFIDENTIAL INFORMATION" means any trade secrets or other
          information which is confidential, commercially sensitive and is not
          in the public domain relating or belonging to the Company or any Group
          Company including but not limited to information relating to the
          business methods, corporate plans, management systems, finances, new
          business opportunities, research and development projects, marketing
          or sales of any past, present or future service, secret formulae,
          processes, inventions, designs, know-how discoveries, technical
          specifications and other technical information relating to the
          creation, production or supply of any past, present or future service
          of the Company or any Group Company, lists or details of customers,
          potential customers or suppliers or the arrangements made with any
          customer or supplier and any information in respect of which any Group
          Company owes an obligation of confidentiality to any third party.

          "CUSTOMER" means any person:

          (a)  with whom or which the Executive has dealt or of whom or of which
               he has knowledge by virtue of his Duties in the 12 months
               preceding the Termination Date; and

          either:

          (b)  who or which shall at the Termination Date be negotiating with
               the Company or any Group Company for the provision of any
               Restricted Services or Restricted Proposed Services; or

          (c)  to whom or which the Company or any Group Company shall at any
               time during the period of 12 months prior to the Termination Date
               have supplied any Restricted Services.

          "DUTIES" means the duties of the Executive as set out in clause 4.

          "EMPLOYMENT" means the period of the Executive's employment under this
          Agreement which for the purposes of this Agreement shall be deemed to
          include any period of garden leave imposed under sub-clause 12.6.

          "GOOD REASON" shall mean, without Executive's express written consent:
          (a) the material reduction of (i) Executive's duties, benefits,
          authority or responsibilities (as determined in good faith by the
          Board of Directors), or (ii) compensation ; (b) the relocation of the
          principal place of Executive's employment to a location that is more
          than fifty (50) miles away from its current location, other than a
          relocation to the Company's European headquarters located in Bristol,
          U.K.; and (c) the uncured breach of any material provision of this
          Agreement by the Company, including, without limitation, failure by
          the Company to pay Executive's Base Salary or bonus; provided,
          however, that the Executive shall not be deemed to have resigned for
          Good Reason hereunder unless with respect to each of (a) and (b) and
          (c) above, the Executive shall have provided written notice to the
          Company within 60 calendar days after the event that the Executive
          believes gives rise to the Executive's right to terminate employment
          for Good Reason, describing in reasonable detail the facts that
          provide the basis for such belief, and the Company shall have thirty
          (30) days from the date of such notice to cure any such material
          reduction, relocation or breach.

          "GROUP COMPANIES" means the Company, its subsidiaries or subsidiary
          undertakings, any holding company or parent undertaking and any
          subsidiary or subsidiary undertaking of any holding company or parent
          undertaking and "GROUP COMPANY" means any of them.

          "LOUDEYE" means Loudeye Corp., a Delaware corporation.

          "MANAGING DIRECTOR" means any person holding office as Managing
          Director of the Company from time to time, including any person
          exercising substantially the functions of a managing director or chief
          executive officer of the Company.

          "MATERIAL INTEREST" means:

          (a)  the holding of any position (whether employed or engaged) or
               provision of services as director, officer, employee, consultant,
               adviser, partner, principal, agent or volunteer.

<PAGE>

          (b)  the direct or indirect control or ownership (whether jointly or
               alone) of any shares (or any voting rights attached to them) or
               debentures save for the ownership for investment purposes only of
               not more than 5 per cent of the issued ordinary shares of any
               company whose shares are listed on any Recognised Exchange. or

          (c)  the direct or indirect provision of any financial assistance.

          "QUARTERLY GOALS" shall mean specific targeted metrics of Company
          performance (financial or otherwise) and / or Executive performance
          for a calendar quarter. The Quarterly Goals shall be agreed to in
          writing by the Executive and the Company within the thirty (30) day
          periods prior to the beginning of each calendar quarter. The first set
          of Quarterly Goals shall be for the Second Quarter of 2006.

          "RECOGNISED EXCHANGE" means a Recognised Investment Exchange as
          defined in Section 285, Financial Services and Markets Act 2000 or any
          comparable exchange or market.

          "RELEVANT PERIOD" means the period beginning on the day after the
          Termination Date equal to (a) during the year ended December 31, 2006,
          six (6) months less any period during which the Company has exercised
          its right to send the Executive on garden leave pursuant to sub-clause
          12.6, and (b) any time including and after January 1, 2007, nine
          months (9) less any period during which the Company has exercised its
          right to send the Executive on garden leave pursuant to sub-clause
          12.6.

          "RESTRICTED AREA" means the United States of America and the European
          Union.

          "RESTRICTED PROPOSED SERVICES" means any digital media services which
          are, at the Termination Date, proposed to be provided by the Company
          or any Group Company at any time during the 12 months following the
          Termination Date and in respect of which or the marketing of which the
          Executive's Duties were directly concerned or for which the Executive
          was responsible during the 12 months preceding the Termination Date or
          in relation to which the Executive possesses Confidential Information
          at the Termination Date.

          "RESTRICTED SERVICES" means any digital media services of a kind which
          have been provided by the Company or any Group Company in the ordinary
          course of the Businesses at any time during the 12 months preceding
          the Termination Date and in respect of which or the marketing of which
          the Executive's Duties were directly concerned or for which the
          Executive was responsible during such period or in relation to which
          the Executive possesses Confidential Information at the Termination
          Date.

          "RESTRICTED SHAREHOLDING" means the direct or indirect control or
          ownership (whether jointly or alone) of shares in a company which,
          together with shares held by any person acting in concert with him
          carry 25% or more of the voting rights of that company.

          "RESTRICTED SUPPLIES" means any goods or services supplied to the
          Company or any Group Company on terms which as to the nature of the
          supplies and/or the terms of supply are unique to the relationship
          between the supplier and the relevant Group Company and in respect of
          which or the marketing of which the Executive's Duties were directly
          concerned or for which the Executive was responsible during the 12
          months preceding the Termination Date or in relation to which the
          Executive possesses Confidential Information at the Termination Date.

          "SUPPLIER" means any person with whom the Executive has dealt or of
          whom or of which the Executive has knowledge by virtue of the Duties
          in the 12 months preceding the Termination Date and who has during
          that period provided Restricted Supplies to the Company or any Group
          Company.

          "TERMINATION DATE" means the date on which the Employment terminates.

     1.2  In this Agreement, unless the context otherwise requires:

          (a)  words in the singular include the plural and vice versa and words
               in one gender include any other gender;

          (b)  a reference to a statute or statutory provision includes:

<PAGE>

               (i)  any subordinate legislation (as defined in Section 21(1),
                    Interpretation Act 1978) made under it; and

               (ii) any statute or statutory provision which modifies,
                    consolidates, re-enacts or supersedes it;

          (c)  a reference to:

               (i)  a "PERSON" includes any individual, firm, body corporate,
                    association or partnership, government or state (whether or
                    not having a separate legal personality);

               (ii) clauses and schedules are to clauses and schedules of this
                    Agreement and references to sub-clauses and paragraphs are
                    references to sub-clauses and paragraphs of the clause or
                    schedule in which they appear;

          (d)  the table of contents and headings are for convenience only and
               shall not affect the interpretation of this Agreement; and

          (e)  except where otherwise stated, words and phrases defined in the
               City Code on Take-overs and Mergers or in the Companies Act 1985
               have the same meaning in this Agreement.

2.   APPOINTMENT

     2.1  The Company appoints the Executive and the Executive agrees to serve
          as Managing Director--Europe on the terms set out in this Agreement.
          Executive will report to the Company's Chief Executive Officer
          ("CEO").

     2.2  The Executive warrants that the Executive is free to enter into this
          Agreement and is not bound by, nor subject to any court order,
          arrangement, obligation, restriction or undertaking (contractual or
          otherwise) which prohibits or restricts the Executive from entering
          into this Agreement or performing the Duties.

3.   TERM

     3.1  The Employment will commence on the Effective Date and, unless
          terminated in accordance with clause 12, shall continue until
          terminated by either party, subject to the termination benefits
          provided in Sections 9.4 and 9.5 hereof.

     3.2  The Executive's period of continuous employment with the Company began
          July 9, 2000.

4.   DUTIES OF THE EXECUTIVE

     4.1  The Executive shall carry out such duties as may attach to the
          Executive's office or be assigned to or vested in the Executive by the
          CEO from time to time and exercise the powers consistent with such
          duties.

     4.2  At all times during the Employment (subject to any restrictions on the
          Executive's conduct imposed pursuant to sub-clause 12.6) the Executive
          shall:

          (a)  unless prevented by ill health and except during holidays taken
               in accordance with this Agreement, devote the whole of the
               Executive's working time and attention to the Employment;

          (b)  perform the Duties faithfully and diligently;

          (c)  obey all lawful and reasonable directions of the CEO and/or the
               Board, observe such restrictions or limitations as may from time
               to time be imposed by the CEO and/or the Board upon the
               Executive's performance of the Duties and implement and abide by
               any relevant Company policy which may be promulgated or operated
               in practice from time to time;

<PAGE>

          (d)  use best endeavours to promote the interests of the Company and
               shall not do or willingly permit to be done anything which is
               harmful to those interests; and

          (e)  keep the CEO fully informed (in writing if so requested) of the
               Executive's conduct of the business or affairs of the Company and
               provide such explanations as the CEO may require.

     4.3  The Executive shall (without further remuneration and in addition to
          the Executive's duties to the Company) if and for so long as the
          Company requires during the Employment:

          (a)  carry out any duties assigned to the Executive in relation to any
               Group Company; and

          (b)  act as an officer of any Group Company or hold any other
               appointment or office as nominee or representative of any Group
               Company;

          in each case as if they were to be performed or held by the Executive
          for or in relation to the Company.

5.   HOURS OF WORK

     5.1  The Executive's hours of work shall be the Company's normal office
          hours of 9.00 a.m. to 6.00 p.m. Monday to Friday and such further
          hours as may be necessary for the proper discharge of the Duties. The
          Executive shall not be entitled to receive any additional remuneration
          for work outside the Company's normal office hours.

     5.2  The Executive acknowledges that he may be required to work in excess
          of an average of 48 hours in any one period of 7 calendar days if so
          requested by the Company and consents to do so. The Executive may
          withdraw such consent by giving not less than 3 months' prior notice
          in writing to the Company of such withdrawal.

6.   PRINCIPAL PLACE OF WORK

     6.1  The Executive's principal place of work shall be at Fourth Floor, 9
          Argyll Street, London W1 or the Company's principal place of business
          from time to time. The Company reserves the right to change the
          Executive's principal place of work to any other location within the
          United Kingdom on giving reasonable prior notice to the Executive.

     6.2  The Executive shall travel to and work on a temporary basis from such
          locations within the UK and abroad as the CEO may reasonably require
          for the performance of his Duties.

     6.3  There is no current requirement, as at the date of this agreement, for
          the Executive to work outside the United Kingdom for any consecutive
          period of one month or more.

7.   REMUNERATION

     7.1  During the Employment the Company shall pay to the Executive a salary
          at the rate of L123,750 per annum ("BASE SALARY"). The salary
          shall accrue from day to day, be payable by equal monthly instalments
          in arrears on or about the 25th day of each month and shall include
          any fees to which the Executive is entitled as a director of any Group
          Company.

     7.2  The Executive's salary shall be reviewed annually in January when the
          Company may increase or decrease Executive's salary or make no change
          to it; except that the Executive's Base Salary shall never be reduced
          below L123,750.

     7.3  Executive's eligibility for a performance bonus shall be based on the
          overall performance of the Company. Each year the Compensation
          Committee shall set both a performance target and maximum performance
          goal for the Company for the fiscal year. The performance target and
          maximum performance goal shall be documented in writing and
          acknowledged by Executive. If, based on the Company's audited
          financial statements, the performance target is met, and if the
          Company is EBITDA positive (as determined in accordance with GAAP),
          Executive shall be eligible for an annual bonus of up to fifty percent
          (50%) of his Base Salary. If, based on the Company's audited
          financials, the maximum performance goal is met, and if the Company is
          EBITDA positive, Executive shall be eligible for an annual bonus of up
          to one hundred percent (100%) of his Base Salary. For avoidance of
          doubt, executive's maximum aggregate annual bonus potential under this
          Section 7.3 is 100% of his Base Salary. The parties will negotiate in
          good faith to address any issues of fairness or consistency if there
          are changes in GAAP between the time that the targets are established
          and the calculation of eligibility for bonus.

<PAGE>

          The actual amount of any bonus payable to Executive shall be
          determined by the CEO, in consultation with the Executive Committee of
          the Board. Executive understands that in any year no more than twenty
          five percent (25%) of that year's total positive EBITDA balance be
          distributed as bonus compensation individually or collectively to the
          Company's executive leadership team (including Executive and the
          Company's other senior executives). Any potential bonus amount that is
          not payable pursuant to the prior sentence shall not be earned and
          shall not be accrued by the Company. For illustration purposes only,
          if in a given year Executive meets the maximum performance goal
          entitling Executive to a performance bonus of L112,500 and the
          Company's positive EBITDA balance as of the applicable year end is
          L1,000,000, then the maximum bonus amount distributable to the
          executive leadership team shall be L250,000, of which Executive would
          receive a percentage to be determined by the Compensation Committee of
          the Board. In this example, the remaining balance of Executive's
          earned bonus would not be earned and would not be accrued by the
          Company.

8.   EXPENSES

     8.1  The Company shall reimburse to the Executive all expenses reasonably
          and properly incurred by the Executive in the performance of the
          Duties subject to the production of such receipts or other evidence of
          expenditure as the Company may reasonably require.

     8.2  Any credit card or charge card supplied to the Executive by the
          Company shall be used solely for expenses incurred by the Executive in
          carrying out the Duties. Any such card must be returned by the
          Executive to the Company immediately upon the Company's request.

9.   BENEFITS

     9.1

          (a)  The Company shall, in each year of the Employment, contribute a
               sum equivalent to 5 % of the Executive's basic salary into a
               personal pension plan of the Executive's choice. Such payments to
               be calculated and paid on a monthly basis so that in the year of
               joining and leaving, the amount of such contribution shall be
               reduced pro rata for each complete calendar month not worked.

          (b)  No contracting-out certificate pursuant to the Pension Schemes
               Act 1993 is in force in respect of the Employment.

     9.2  Subject to sub-clause 12.4(a), the Executive shall be eligible to
          participate in such of the following insurance schemes as the Company
          may operate from time to time, subject always to the rules of the
          relevant scheme:

          (a)  permanent health insurance scheme providing long term disability
               cover for the Executive;

          (b)  private medical expenses insurance scheme providing cover for the
               Executive; and

          (c)  death in service insurance scheme.

          Details of the Company's current insurance schemes are available from
          the Company Secretary. The Company shall pay all premiums in respect
          of the schemes and may, in its absolute discretion, withdraw such
          schemes or vary their terms and details from time to time.

<PAGE>

     9.3  Executive and the Company are parties to a Restricted Stock Grant
          Agreement and various stock option grant agreements, the terms and
          conditions of which are unchanged by this Agreement except as per
          Section 9.5 below.

     9.4  TERMINATION PAYMENT. Executive shall be entitled to the following
          payments and benefits following termination of Executive's employment
          by Executive for Good Reason or by the Company for any reason other
          than Cause and provided that the Executive signs a release of all
          claims or potential claims against the Company.

          (a)  Generally. The Company shall make payments in cash to Executive
               as severance pay equal to six months of Executive's annual Base
               Salary in effect immediately prior to the date of Executive's
               termination (the "Cash Severance"). The Cash Severance due under
               this Section 9.5(a) shall be paid in a lump sum. The amount of
               severance to be paid under this section shall increase to an
               amount equal to nine months of Executive's annual Base Salary on
               January 1, 2007. In addition, Executive's options and/or
               restricted stock award shall vest in full upon such termination.

          (b)  Termination Payment on Change of Control. If, on or after a
               Change of Control, Executive's employment with the Company
               terminates due to (i) a voluntary termination for Good Reason or
               (ii) an involuntary termination by the Company other than for
               "Cause", then the Company shall pay Executive as severance an
               amount equal to six months of Executive's annual Base Salary in
               effect immediately prior to the date of Executive's termination.
               The severance due under this Section 9.4(b) shall be paid in a
               lump sum.

     9.5  On a Change of Control, all of Executive's Loudeye stock options and
          restricted stock grants shall immediately accelerate and become fully
          vested and exercisable immediately upon such termination.

     9.6  Any other benefit provided to the Executive shall unless otherwise
          agreed in writing be at the discretion of the Company who may, at any
          time, withdraw or vary the terms of such benefit as it sees fit.

10.  HOLIDAYS

     10.1 The Company's holiday year runs from 1 January to 31 December.

     10.2 In addition to public or bank holidays, the Executive is entitled to
          25 working days' paid holiday in each holiday year, to be taken at
          such time or times as are agreed with the Managing Director.

     10.3 The Executive may not, without the consent of the Managing Director
          carry forward any unused part of the holiday entitlement to a
          subsequent holiday year. Except on termination of employment, no
          payment will be made in lieu of any unused holiday entitlement.

     10.4 For the holiday year during which the Employment commences or
          terminates, the Executive's entitlement to holiday accrues on a pro
          rata basis for each complete month of the Employment during that
          holiday year.

     10.5 On termination of the Employment the Executive shall be entitled to
          pay in lieu of any outstanding holiday entitlement and shall be
          required to repay to the Company any salary received for holiday taken
          in excess of his actual entitlement. The basis for calculating the
          payment and repayment shall be 1/260 of the Executive's annual basic
          salary for each day.

     10.6 The Company may require the Executive to take any outstanding accrued
          holiday during a period of notice of termination of the Employment.

11.  SICKNESS OR INJURY

     11.1 If unable to perform the Duties due to sickness or injury the
          Executive shall report this fact as soon as possible on the first
          working day of incapacity to the Company Secretary, and provide, so
          far as practicable, an expected date of return to work.

<PAGE>

     11.2 To be eligible for sick pay under sub-clause 11.3, the Executive must
          supply the Company with such certification of sickness or injury as
          the Company may require.

     11.3 If the Executive shall be absent due to sickness or injury duly
          certified in accordance with the Company's requirements the Executive
          shall be paid full basic salary for up to 20 days absence in any
          period of 12 consecutive months and after that, subject to sub-clause
          11.4, such remuneration, if any, as the CEO shall determine from time
          to time.

     11.4 Any remuneration paid under sub-clause 11.3 shall be inclusive of any
          Statutory Sick Pay to which the Executive is entitled or other
          benefits recoverable by the Executive (whether or not recovered) which
          may be deducted from it.

     11.5 Any outstanding or prospective entitlement to company sick pay in
          accordance with sub-clause 11.3, private medical insurance benefits or
          permanent health insurance benefits shall not prevent the Company from
          exercising its right to terminate the Employment in accordance with
          sub-clause 12.4 nor shall the Company be liable to compensate the
          Executive in respect of any such pay or benefit.

     11.6 If the Executive's sickness, injury or other incapacity is caused by
          the negligence or breach of statutory duty of a third party and the
          Executive shall recover any damages or other compensation from such
          third party for the Executive's loss of earnings whilst incapacitated,
          the Executive shall repay to the Company the amount of any sick pay
          paid by the Company to the Executive under sub-clause 11.3 or, if
          less, the full amount of the damages or compensation received for loss
          of earnings by the Executive.

     11.7 If at any time during the Employment, in the reasonable opinion of the
          CEO, the Executive is unable to perform all or part of the Duties
          because of sickness or injury then the Executive shall, at the request
          and expense of the Company:

          (a)  consent to an examination by a doctor to be selected by the
               Company; and

          (b)  authorise this doctor to disclose to and discuss with the
               Company's medical adviser, or other nominated officer of the
               Company, the results of or any matter arising out of this
               examination.

     11.8 The Company shall be entitled to rely on the reasonable opinion of any
          doctor engaged by the Company to examine the Executive under
          sub-clause 11.7 as to the Executive's fitness for work. The Executive
          shall not be entitled to attend for work at any time when such doctor
          considers him to be unfit for work and shall not be entitled to
          receive any remuneration in excess of any sick pay to which he remains
          entitled under sub-clause 11.3 during any such period.

12.  TERMINATION OF AND SUSPENSION FROM EMPLOYMENT

     12.1 The Company may by written notice terminate the Employment without
          notice or pay in lieu of notice if the Executive:

          (a)  commits a material breach of the terms and conditions of this
               Agreement whether or not amounting to gross misconduct or other
               conduct which would entitle the Company to terminate the
               Employment in accordance with any sub-clause of this clause 12;

          (b)  repeats or continues after a written warning any non material
               breach of the terms and conditions of this agreement, including
               any failure to carry out the Duties efficiently, diligently or
               competently;

          (c)  commits any act of gross misconduct or is guilty of any conduct
               which may in the reasonable opinion of the Board, bring any Group
               Company into disrepute or is calculated or likely prejudicially
               to affect the interests of any Group Company, whether or not the
               conduct occurs during or in the context of the Employment;

<PAGE>

          (d)  is convicted of any criminal offence punishable with imprisonment
               (other than an offence under road traffic legislation in the
               United Kingdom or elsewhere for which he is not sentenced to any
               term of imprisonment whether immediate or suspended);

          (e)  commits any act of dishonesty relating to any Group Company, any
               of its employees or otherwise;

          (f)  becomes prohibited by law from being a director, is removed from
               office pursuant to the Company's articles of association, or,
               except at the request of the Company or pursuant to sub-clause
               12.7, resigns as a director;

          (g)  becomes of unsound mind or a patient within the meaning of the
               Mental Health Act 1983 so that in the opinion of the Board he is
               unable to perform the Duties; or

          (h)  becomes bankrupt or makes any arrangement or composition with his
               creditors generally.

     12.2 The Employment shall automatically terminate when the Executive
          reaches the age of 65.

     12.3 In order to investigate a complaint against the Executive of
          misconduct the Company may suspend the Executive on full pay for so
          long as may be necessary to carry out a proper investigation and hold
          any appropriate disciplinary hearing.

     12.4 Notwithstanding sub-clauses 9.2 and 11.3 if the Executive is incapable
          of performing the Duties due to sickness or injury for a period or
          periods aggregating at least 30 days in any period of 12 months the
          Company may, by not less than one (1) months' prior written notice
          given at any time whilst such incapacity continues, terminate the
          Employment. Upon termination of the Employment under this sub-clause
          the Executive shall cease to be entitled to any payment under
          sub-clause 11.3 or any other provision of this Agreement.

     12.5

          (a)  On the service of notice to terminate the Employment by the
               Executive or the Company or at any time during the currency of
               such notice, the Company may elect (but shall not be obliged) to
               terminate the Employment with immediate effect by notifying the
               Executive in writing that the Employment is being terminated
               pursuant to this clause and undertaking, subject to sub-clause
               (b), to pay to the Executive a sum equivalent to the Executive's
               basic salary for the unexpired portion of the Executive's
               contractual notice entitlement. The Company will pay the sum due
               and payable under this sub-clause (subject to deduction of tax
               and national insurance contributions at source) in equal
               instalments at monthly intervals in arrears during the period.

          (b)  If the Company terminates the Employment with immediate effect
               pursuant to sub-clause (a), then the Executive undertakes to
               inform the Company in writing as soon as he receives an offer of
               alternative employment and to commence that employment as soon as
               is reasonably practicable. The Executive agrees that no further
               monies will become due under sub-clause (a) with effect from the
               first day of paid alternative employment and undertakes to repay
               any monies paid in advance which relate to any period of paid
               alternative employment.

     12.6

          (a)  After notice to terminate the Employment has been given by the
               Executive or the Company, the CEO may for all or part of the
               duration of the notice period in its absolute discretion require
               the Executive:

               (i)  to perform only such duties (including without limitation
                    research projects) as it may allocate to the Executive;

               (ii) not to perform any of the Duties;

               (iii) not to have any contact (other than social contact) with
                    customers of the Company or any Group Company;

<PAGE>

               (iv) not to have any contact with such employees or suppliers of
                    the Company or any Group Company as the CEO shall determine;

               (v)  to disclose to the CEO any attempted contact (other than
                    social contact) with him made by any customer, employee or
                    supplier with whom the Executive has been required to have
                    no contact pursuant to this sub-clause;

               (vi) to take any accrued holiday entitlement;

               (vii) not to enter any premises of the Company or any Group
                    Company nor to visit the premises of any of the Company's or
                    any Group Company's suppliers or customers;

               provided always that throughout the period of any such action and
               subject to the other provisions of this Agreement the Executive's
               salary and contractual benefits shall not cease to accrue or be
               paid.

          (b)  The Executive acknowledges that such action taken on the part of
               the Company shall not constitute a breach of this Agreement of
               any kind whatsoever nor shall the Executive have any claim
               against the Company in respect of any such action.

          (c)  During any period of garden leave the Executive shall owe a duty
               of the utmost good faith to the Company and Group, must not work
               for any other person or on his own account and shall remain
               readily contactable and available to work for the Company or any
               Group Company. Should the Executive work for any other person or
               on his own account or fail to be available for work at any time
               having been requested by the Company to do so, the Executive's
               right to salary and contractual benefits in respect of such
               period of non-availability shall be forfeit notwithstanding any
               other provision of this Agreement.

     12.7

          (a)  On the Termination Date or (if earlier) at any time after notice
               is given by the Company or the Executive to terminate the
               Employment, the Executive shall, at the request of the CEO,
               resign (without prejudice to any claims which he may have against
               any Group Company arising out of the Employment or its
               termination) from all and any offices which he may hold as a
               director of any Group Company and from all other appointments or
               offices which he holds as nominee or representative of any Group
               Company.

          (b)  If the Executive should fail to comply with any obligation under
               sub-clause (a) forthwith upon the Company's request, the Company
               is irrevocably authorised to appoint some person in his name and
               on his behalf to sign any documents or do any things necessary or
               requisite to effect such resignation(s) and/or transfer(s).

13.  OBLIGATIONS DURING EMPLOYMENT

     13.1

          (a)  The Executive shall promptly disclose to the Company full details
               including, without limitation, any and all computer programs,
               photographs, plans, records, drawings and models, of any
               know-how, technique, process, improvement, invention or discovery
               (whether patentable or not) which the Executive (whether alone or
               with any other person) makes, conceives, creates, develops,
               writes, devises or acquires at any time during the Employment and
               which relates or which could relate, directly or indirectly, to
               the Businesses.

          (b)  If the know-how, technique, process, improvement, invention or
               discovery is a Company Invention, the Executive shall (to the
               extent that it does not automatically vest in the Company by
               operation of law) hold it in trust for the Company and, at the
               request and expense of the Company, do all things necessary or
               desirable (including entering into any agreement that the Company
               reasonably requires) to enable the Company or its nominee to
               obtain for itself the full benefit of and to secure patent or
               other appropriate forms of protection for the Company Invention
               throughout the world.

<PAGE>

          (c)  If the know-how, technique, process, improvement, invention or
               discovery is not a Company Invention, the Company shall treat all
               information disclosed to it by the Executive as confidential
               property of the Executive.

          (d)  The patenting and exploitation of any Company Invention shall be
               at the sole discretion of the Company.

     13.2

          (a)  The Executive shall promptly disclose to the Company all works
               including, without limitation, all copyright works or designs
               originated, conceived, developed, written or made by the
               Executive alone or with others during the Employment which
               relate, or could relate, to the Businesses and shall (to the
               extent that they do not automatically vest in the Company by
               operation of law) hold them in trust for the Company until such
               rights have been fully and absolutely vested in the Company.

          (b)  The Executive assigns to the Company by way of present and future
               assignment (to the extent not already vested in the Company by
               operation of law) all copyright, design rights and other
               proprietary rights (if any) for their full terms throughout the
               world in respect of all copyright works and designs originated,
               conceived, written, developed or made by the Executive alone or
               with others during the Employment which relate, or could relate,
               to the Businesses.

          (c)  The Executive irrevocably and unconditionally waives in favour of
               the Company any and all moral rights conferred on the Executive
               by Chapter IV, Part I, Copyright Designs and Patents Act 1988 and
               any other moral rights provided for under the laws now or in
               future in force in any part of the world for any work the rights
               in which are vested in the Company whether by sub-clause (b) or
               otherwise.

          (d)  The Executive shall, at the request and expense of the Company,
               do all things necessary or desirable (including entering into any
               agreement that the Company reasonably requires to vest the rights
               referred to in this clause in the Company) to substantiate the
               rights of the Company under sub-clauses (b) and (c).

     13.3 The Executive irrevocably appoints the Company as his attorney in his
          name and on his behalf to execute documents, to use his name and to do
          all things which may be necessary or desirable for the Company to
          obtain for itself or its nominee the full benefit of the provisions of
          sub-clause 13.1(b) and 13.2(b) and a certificate in writing signed by
          any director or the Company Secretary that any instrument or act falls
          within the authority conferred by this clause shall be conclusive
          evidence that such is the case so far as any third party is concerned.

     13.4

          (a)  During the Employment, the Executive shall not:

               (i)  directly or indirectly disclose to any person or use other
                    than for any legitimate purposes of any Group Company any
                    Confidential Information;

               (ii) without the CEO's prior written permission hold any Material
                    Interest in any person which:

                    (A)  is or shall be wholly or partly in competition with any
                         of the Businesses;

                    (B)  impairs or might reasonably be thought by the Company
                         to impair the Executive's ability to act at all times
                         in the best interests of any Group Company; or

<PAGE>

                    (C)  requires or might reasonably be thought by the Company
                         to require the Executive to disclose or make use of any
                         Confidential Information in order properly to discharge
                         the Duties to or to further the Executive's interest in
                         that person;

               (iii) at any time (whether during or outside normal working
                    hours) take any preparatory steps to become engaged or
                    interested in any capacity whatsoever in any business or
                    venture which is in or is intended to enter into competition
                    with any of the Businesses;

               (iv) at any time make any untrue or misleading statement in
                    relation to any Group Company;

               (v)  carry out any public or private work other than the Duties
                    (whether for profit or otherwise and whether during or
                    outside normal working hours) except with the prior written
                    permission of the CEO; or

               (vi) directly or indirectly receive or obtain in respect of any
                    goods or services sold or purchased or other business
                    transacted (whether or not by the Executive) by or on behalf
                    of any Group Company any discount, rebate, commission or
                    other inducement (whether in cash or in kind) which is not
                    authorised by any Company rules or guidelines from time to
                    time and if the Executive or any person in which the
                    Executive holds any Material Interest shall obtain any such
                    discount, rebate, commission or inducement, the Executive
                    shall immediately account to the Company for the amount so
                    received.

          (b)  The Executive shall, at any time during the Employment or
               following its termination, at the request of the Company or any
               Group Company return to the relevant Group Company or, at the
               relevant Group Company's request, shall destroy:

               (i)  any documents, drawings, designs, computer files or
                    software, visual or audio tapes or other materials
                    containing information (including, without limitation,
                    Confidential Information) relating to the Company or any
                    Group Company's business created by, in the possession of or
                    under the control of the Executive; and

               (ii) any other property of the Company or any Group Company in
                    his possession or under his control.

          (c)  The Executive shall not make or keep or permit any person to make
               or keep on his behalf any copies or extracts of the items
               referred to in sub-clause (b) (i) in any medium or form.

14.  OBLIGATIONS AFTER EMPLOYMENT

     14.1 The Executive shall not within the Restricted Area directly or
          indirectly for the Relevant Period be engaged on his own account or in
          the capacity of employee, officer, consultant, adviser, partner,
          principal or agent in or hold any Restricted Shareholding in any
          company which carries on any business or venture which:

          (a)  is or is about to be in competition with any of the Businesses
               with which the Executive has been concerned or involved to any
               material extent during the 12 months preceding the Termination
               Date; or in relation to which the Executive at the Termination
               Date possesses Confidential Information; or

          (b)  requires or might reasonably be thought by the Company to require
               the Executive to disclose or make use of any Confidential
               Information in order properly to discharge the Executive's duties
               to or to further the Executive's interest in that business or
               venture.

     14.2 The Executive shall not directly or indirectly, whether on the
          Executive's own behalf or on behalf of another person:

          (a)  for the Relevant Period:

<PAGE>

               (i)  accept orders for any Restricted Services from any Customer;
                    or

               (ii) accept orders for any Restricted Proposed Services from any
                    Customer;

          (b)  for the Relevant Period accept the supply by any Supplier of
               Restricted Supplies;

          (c)  for the Relevant Period:

               (i)  seek, canvass or solicit any business, orders or custom for
                    any Restricted Services from any Customer;

               (ii) seek, canvass or solicit any business, orders or custom for
                    any Restricted Proposed Services from any Customer;

               (iii) solicit or entice away or seek to entice away from any
                    Group Company any person who is and was at the Termination
                    Date or during the period of 12 months preceding the
                    Termination Date, employed or engaged by any Group Company
                    in any of the Businesses in a senior managerial, technical,
                    supervisory, sales or marketing capacity and was a person
                    with whom the Executive dealt in the course of the Duties
                    and who by reason of such employment or engagement is likely
                    to have knowledge of any trade secrets or Confidential
                    Information of the Company or any Group Company;

          (d)  at any time after the Termination Date:

               (i)  induce or seek to induce by any means involving the
                    disclosure or use of Confidential Information any Customer
                    or Supplier to cease dealing with the Company or any Group
                    Company or to restrict or vary the terms upon which it deals
                    with the relevant Group Company;

               (ii) be held out or represented by the Executive or any other
                    person, as being in any way connected with or interested in
                    any Group Company; or

               (iii) disclose to any person, or make use of any Confidential
                    Information.

     14.3 The Executive has given the undertakings contained in clause 14 to the
          Company as trustee for itself and for each Group Company in the
          business of which the Executive shall be involved or concerned to a
          material extent during the Employment. The Executive will at the
          request and cost of the Company enter into direct undertakings with
          any such Group Company which correspond to the undertakings in clause
          14.

     14.4 The undertakings contained in clause 14 are entered into by the
          Company and the Executive after having been separately legally
          advised.

15.  DISCIPLINARY AND GRIEVANCE PROCEDURE

     15.1 The Executive is subject to the Company's disciplinary rules and
          procedures for the time being in force a copy of which is available
          from the Company Secretary and such other procedures of this nature as
          may from time to time be adopted. Application of such procedure is at
          the Company's discretion and is not a contractual entitlement.

     15.2 If the Executive is dissatisfied with any disciplinary decision
          relating to him or any decision to dismiss him he should apply in
          writing to the person who took the decision.

     15.3 If the Executive has any grievance relating to his Employment (other
          than one relating to a disciplinary decision) he should refer such
          grievance to the CEO and if the grievance is not resolved by
          discussion with him it will be referred for resolution to the Board,
          whose decision shall be final.

<PAGE>

16.  COLLECTIVE AGREEMENTS

     There are no collective agreements which affect the terms and conditions of
     the Executive's employment.

17.  DEDUCTIONS

     The Executive consents to the deduction from any salary or other sum due
     from the Company to the Executive including any payment on termination of
     employment, of any sum owed by the Executive to the Company.

18.  ENTIRE AGREEMENT

     This Agreement sets out the entire agreement and understanding between the
     parties and supersedes all prior agreements, understandings or arrangements
     (oral or written) in respect of the employment or engagement of the
     Executive by the Company. No purported variation of this Agreement shall be
     effective unless it is in writing and signed by or on behalf of each of the
     parties. In particular, this Agreement supersedes and replaces in its
     entirety that certain Services Agreement dated as of December 1, 2005,
     between Executive and the Company.

19.  THIRD PARTIES

     Unless expressly provided in this Agreement, no term of this Agreement is
     enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by
     any person who is not a party to it.

20.  DATA PROTECTION

     20.1 The Company shall hold personal data (including, where necessary,
          sensitive personal data; both terms as defined in the Data Protection
          Act 1998) in relation to the Executive in its paper-based and
          computerised manual and filing systems. The Executive consents to the
          processing of such data both inside and, where necessary, outside the
          European Economic Area for the purposes of:

          (a)  Salary, benefits and pensions administration;

          (b)  Health administration and for the purposes of health
               insurance/benefits;

          (c)  Training and appraisal, including performance records and
               disciplinary records;

          (d)  Equal opportunities monitoring;

          (e)  For the purpose of any potential change of control of the Company
               or Group Company, or any potential transfer of the Executive's
               employment under the Transfer of Undertakings (Protection of
               Employment) Regulations 1981 (as amended). In such circumstances,
               disclosure may include disclosure to the potential purchaser or
               investor and their advisors.

     20.2 The Executive agrees that personal information relating to him may be
          disclosed for marketing and/or PR purposes and in connection with the
          performance of his duties.

     20.3 The Executive agrees to use all reasonable endeavours to keep the
          Company informed of any changes to his personal data and to comply
          with all relevant data protection legislation.

21.  RELEASES AND WAIVERS

     21.1 The Company may, in whole or in part, release, compound, compromise,
          waive or postpone, in its absolute discretion, any liability owed to
          it or right granted to it in this Agreement by the Executive without
          in any way prejudicing or affecting its rights in respect of any part
          of that liability or any other liability or right not so released,
          compounded, compromised, waived or postponed.

<PAGE>

     21.2 No single or partial exercise, or failure or delay in exercising any
          right, power or remedy by the Company shall constitute a waiver by it
          of, or impair or preclude any further exercise of, that or any right,
          power or remedy arising under this Agreement or otherwise.

22.  NOTICES

     22.1 Any notice to a party under this Agreement shall be in writing signed
          by or on behalf of the party giving it and shall, unless delivered to
          a party personally, be hand delivered, or sent by prepaid first class
          post or facsimile, with a confirmatory copy sent by prepaid first
          class post to, in the case of the Executive, the Executive's last
          known residential address or, in the case of the Company, the Company
          Secretary at the Company's registered office.

     22.2 A notice shall be deemed to have been served:

          (a)  at the time of delivery if delivered personally to a party or to
               the specified address;

          (b)  on the second working day after posting by first class prepaid
               post ; or

          (c)  2 hours after transmission if served by facsimile on a business
               day prior to 3pm or in any other case at 10 am on the business
               day after the date of despatch.

23.  GOVERNING LAW AND JURISDICTION

     23.1 This Agreement shall be governed by and construed in accordance with
          English law.

     23.2 Each of the parties irrevocably submits for all purposes in connection
          with this Agreement to the exclusive jurisdiction of the English
          courts.

IN WITNESS this Deed has been executed on the date appearing at the head of page
1.

<PAGE>

EXECUTED as a DEED                )
by Charles Edward Averdieck       )     /s/ Charles Edward Averdieck
in the presence of:               )


Signature of witness:

Name:
      -----------------------------
Address:
         --------------------------

-----------------------------------

-----------------------------------
Occupation:
            -----------------------

EXECUTED as a DEED                )     Loudeye Corp., its sole shareholder
(but not delivered until the date )
appearing at the head of page 1)  )     /s/ Michael A. Brochu
by ON DEMAND DISTRIBUTION LIMITED )     Michael A. Brochu
acting by:                        )     President & Chief Executive Officer


Signature of witness: /s/ Chris J. Pollak

Name: Chris J. Pollak

Address c/o Loudeye Corp., 1130 Rainier Avenue South, Seattle, WA 98144, USA

Occupation: Chief Financial Officer