##### Table of Contents



As filed with the Securities and Exchange Commission on
March 15, 2006


Registration
No. 333-








UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form S-3


REGISTRATION STATEMENT


UNDER


THE SECURITIES ACT OF 1933





Loudeye Corp.


(Exact name of Registrant as Specified in Its Charter)





|                                                                   |  |                                            
|------------------------------------------------------------------ |  | -------------------------------------------
|Delaware                                                           |  | 91-1549568                                 
|(State or Other Jurisdiction of
    Incorporation or Organization) |  | (I.R.S. Employer
    Identification Number)

1130 Rainier Avenue South


Seattle, WA 98144


(206) 832-4000


(Address, Including Zip Code, and Telephone Number, Including
Area Code, of


Registrants Principal Executive Offices)





Michael A. Brochu


President and Chief Executive Officer


Loudeye Corp.


1130 Rainier Avenue South


Seattle, WA 98144


(206) 832-4000


(Name, Address Including Zip Code, and Telephone Number


Including Area Code, of Agent for Service)





Copies to:


|                                                                                                                                     |  |                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------
|Eric S. Carnell, Esq. 
    General Counsel
    Loudeye Corp. 
    1130 Rainier Avenue South
    Seattle, WA 98144
    (206) 832-4409 |  | W. Alex Voxman, Esq.
    Latham & Watkins LLP
    633 West Fifth Street, Suite 4000
    Los Angeles, CA 90071
    (213) 891-8746

Approximate date of commencement of proposed sale to the
public:


o


þ


o


o


o


o


CALCULATION OF REGISTRATION FEE


|                                         |  |  |               |  |  |                    |  |  |                  |  |  |             
|---------------------------------------- |  |  | ------------- |  |  | ------------------ |  |  | ---------------- |  |  | ------------
|                                         |  |  |               |  |  |                    |  |  |                  |  |  |             
|                                         |  |  |               |  |  |                    |  |  |                  |  |  |             
|                                         |  |  |               |  |  | Proposed Maximum   |  |  | Proposed Maximum |  |  | Amount of   
|Title of Each Class of                   |  |  | Amount to be  |  |  | Offering           |  |  | Aggregate        |  |  | Registration
|Securities to be Registered              |  |  | Registered(1) |  |  | Price per Share(2) |  |  | Offering Price   |  |  | Fee         
|                                         |  |  |               |  |  |                    |  |  |                  |  |  |             
|Common Stock, par value $0.001 per share |  |  | 28,875,000    |  |  | $0.435             |  |  | $12,560,625      |  |  | $1,343.99   
|                                         |  |  |               |  |  |                    |  |  |                  |  |  |             
|                                         |  |  |               |  |  |                    |  |  |                  |  |  |             



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In accordance with Rule 416 under the Securities Act of
    1933, as amended, common stock offered hereby shall also be
    deemed to cover additional securities to be offered or issued to
    prevent dilution resulting from stock splits, stock dividends or
    similar transactions.                                                                                                                                                                                                                            
|   
|(2) | Estimated solely for the purpose of calculating the amount of
    the registration fee pursuant to Rule 457(c) of the
    Securities Act of 1933. The price per share and aggregate
    offering price are based upon the average of the high ($0.51)
    and low ($0.36) sales price of Loudeye Corp.s common stock
    on March 10, 2006 as reported on the Nasdaq Capital Market.
    It is not known how many shares will be sold under this
    registration statement or at what price such shares will be sold.

The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.










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|The information in
this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and we are
not soliciting offers to buy these securities in any state where
the offer or sale is not
permitted.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SUBJECT TO COMPLETION, DATED
MARCH 15, 2006


PRELIMINARY PROSPECTUS


28,875,000 Shares





Loudeye Corp.


Common Stock









| |   |                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 16,500,000 shares of our common stock issued pursuant to a
    Subscription Agreement dated February 20, 2006 (the
    Subscription Agreement), and
|
| |  | 12,375,000 shares of our common stock issuable upon
    exercise of warrants issued pursuant to the Subscription
    Agreement.                      








Investing in our common stock involves a high degree of risk.
You should invest only if you can afford a complete loss of your
investment. See Risk Factors, beginning on
page 4.





Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.









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##### 










TABLE OF CONTENTS


|                                                    |  |      |    | 
|--------------------------------------------------- |  | ---- | -- | 
|                                                    |  | Page |   
|                                                    |  |      |   
|Forward-Looking Statements                          |  |      | 3  | 
|Prospectus Summary                                  |  |      | 3  | 
|Loudeye Corp.                                       |  |      | 3  | 
|Risk Factors                                        |  |      | 4  | 
|Use of Proceeds                                     |  |      | 25 | 
|Selling Stockholders                                |  |      | 25 | 
|Plan of Distribution                                |  |      | 29 | 
|Experts                                             |  |      | 30 | 
|Where You Can Find More Information                 |  |      | 31 | 
|Incorporation of Certain Documents by
    Reference |  |      | 31 | 
|EXHIBIT 5.1                                        
|EXHIBIT 23.2                                       
|EXHIBIT 23.3                                       
|EXHIBIT 23.4                                       
















tm







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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS











PROSPECTUS SUMMARY


The following summary is qualified in its entirety by the
more detailed information and financial statements appearing
elsewhere or incorporated by reference in this prospectus.
Without limiting the generality of the foregoing, prospective
investors should carefully consider the factors set forth under
the caption Risk Factors on page 4.





LOUDEYE CORP.


business-to e-commerce end-to time-to




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10-K







RISK FACTORS






| |                              
| | -----------------------------
| | Risks Related to Our Business

We
have a history of losses, negative cash flows on a quarterly and
annual basis, negative working capital as of December 31,
2005, and we may experience greater losses from operations than
we currently anticipate. These factors raise doubt about our
ability to continue as a going concern.




We
may need to raise additional capital to reach
profitability.




Our
quarterly and annual financial results will continue to
fluctuate making it difficult to forecast our operating
results.






| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | Market acceptance of our services;                                                                              
|
| |  | Variability in demand for our digital media services;                                                           
|
| |  | Competition from other companies entering our markets;                                                          
|
| |  | Our customers commitment to adequately market and promote
    their digital media stores;                      
|
| |  | Ability of our customers and us to procure necessary
    intellectual property rights for digital media content;

4



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| |   |                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Willingness of our customers to enter into longer-term volume or
    recurring revenue digital media services agreements and purchase
    orders in light of the economic and legal uncertainties related
    to their business models;
|
| |  | Fluctuating wholesale costs for digital media content,
    especially from major record labels;                                                                                                                                        
|
| |  | Willingness of competitive consumer digital media services to
    maintain a consumer retail price below the wholesale cost of the
    content in an effort to gain market share or for other
    competitive reasons;                 
|
| |  | Charges related to restructuring of our business, including
    personnel reductions and excess facilities; and                                                                                                                        
|
| |  | Governmental regulations affecting use of the Internet,
    including regulations concerning intellectual property rights
    and security measures.                                                                                   



We
have restructured our business to focus on our digital media
store services operated out of Europe. Even after giving effect
to this restructuring, we may not have sufficient cash to
execute on our current business plan and any restructuring may
impact our ability to execute on our business plan.




We
depend on a limited number of customers for a significant
percentage of our digital media store services revenue. These
customers may be able to terminate their service contracts with
us on short notice, with or without cause. Accordingly, the loss
of, or delay in payment from, one or a small number of customers
could have a significant impact on our revenue, operating
results and cash flows.




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EMI
Music is transitioning away from our encoding services and we
may not be successful in adding additional customers or markets
for our encoding services, which would impact our revenue and
results of operations and could impact our other digital media
content services.




If
we are unsuccessful in expanding our mobile music store service
offerings to additional customers, we may fail to meet
expectations of our business plan and our results of operations
could be harmed.




Our
digital media store services generally have relatively low gross
margins.




Increases
in wholesale rates for digital music content may negatively
impact gross margins which could harm our business




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Our
efforts to institute variable pricing rates for digital content
may result in loss of end consumers and a reduction in
transactional revenue, which could harm our business, reputation
and results of operations.




Our
music content licenses are generally for limited terms. If we
are unable to reach agreement with recorded music companies,
especially with the four major recorded music companies, to
renew existing licenses or to grant us expanded license rights,
portions of our services could be interrupted and our business
and results of operations could be harmed.








Our
music content licenses generally require prior approval for us
to distribute content to our customers. If approval is delayed
or withheld, portions of our services could be interrupted and
our business and results of operations could be harmed.




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Recorded
music companies and our customers may desire to have a direct
license relationship. This trend may lengthen our sales cycle
and may result in us reporting certain music store services
revenue on a net basis rather than on a gross basis.




Our
music content licenses could result in operational complexity
that may divert resources or make our business more expensive to
conduct.






We
make estimates of music publishing and performance rates; a
determination of higher than estimated royalty rates could
negatively impact our operating results.




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We
may be liable or alleged to be liable to third parties for
music, software, and other content that we encode, distribute,
archive or make available to our customers.






| |   |                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the performance of our services is not properly licensed by
    the content owners or their representatives such as the recorded
    music companies, music publishers and performing rights
    organizations;
|
| |  | If the content or the performance of our services violates third
    party copyright, trademark, or other intellectual property
    rights;                                                                       
|
| |  | If our customers violate the intellectual property rights of
    others by providing content to us or by having us perform
    digital media services;                                                            
|
| |  | If the manner of delivery of content is alleged to violate terms
    of use of third party delivery systems, such as peer-to-peer
    networks; or                                                                
|
| |  | If content that we encode or otherwise handle for our customers
    is deemed obscene, indecent, or defamatory.                                                                                                   







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Competition
may decrease our market share, revenue, and gross
margins.











10



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If
we do not continue to add customers for our services, our
revenue and business will be harmed.




Our
business will suffer if we do not anticipate and meet specific
customer requirements or respond to technological change.






| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our technology or systems may become obsolete upon the
    introduction of alternative technologies;                                                                                                
|
| |  | We may not have sufficient resources to develop or acquire new
    technologies or the ability to introduce new services capable of
    competing with future technologies or service offerings; and
|
| |  | The price of our services is likely to decline as rapidly as the
    cost of any competitive alternatives.                                                                                          



Paid
digital media content services face competition from
free peer-to-peer services.


MGM Studios, Inc. v. Grokster, Ltd.,




11



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Average
selling prices of our services may decrease, which may
negatively impact our gross margins.




Our
music store services operating results fluctuate on a seasonal
and quarterly basis.




A
decline in current levels of consumer spending could reduce our
music store service revenue.




Efforts
by record labels to shore up declining sales of CDs may impact
sales of digital content.




Our
success is dependent on the performance of our CEO and the
cooperation, performance and retention of our executive officers
and key employees.




We
cannot be certain that we will be able to protect our
intellectual property.




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We
may be subject to intellectual property infringement claims
which are costly to defend and could limit our ability to use
certain technologies in the future.










We
currently maintain two service platforms for our digital media
store services which represents potential additional significant
expense.




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We
must enhance our existing digital media services and develop and
introduce new services in a timely manner to remain competitive
in that segment. Any failure to do so in a timely manner will
cause our results of operations to suffer.






| |   |                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | Identify and respond to emerging technological trends in the
    market;                                                               
|
| |  | Enhance our services by adding innovative features that
    differentiate our digital media services from those of our
    competitors;
|
| |  | Develop, acquire and license leading technologies;                                                                                     
|
| |  | Bring digital media services to market and scale our business
    and operations on a timely basis at competitive prices; and          
|
| |  | Respond effectively to new technological changes or new service
    announcements by others.                                           



Delays
in technology enhancements could result in customer terminations
which could cause our results of operations to suffer.




The
success of our digital media store services depends, in part, on
interoperability with our customers music playback
hardware.




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The
technology underlying our services is complex and may contain
unknown defects that could harm our reputation, result in
liability or decrease market acceptance of our services.






| |   |                                                            
| | - | -----------------------------------------------------------
| |  | Damage our reputation;                                     
|
| |  | Cause our customers to initiate liability suits against us;
|
| |  | Increase our service development resources;                
|
| |  | Cause us to lose revenue; and                              
|
| |  | Delay market acceptance of our digital media services.     



More
consumers are utilizing non-PC devices to access digital
content, and we may not be successful in developing versions of
our services that will gain widespread adoption by users of such
devices.






We
provide guarantees to some of our customers under service level
agreements and could be liable for service credits for failure
to meet specified performance metrics.




15



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Our
network is subject to security and stability risks that could
harm our business and reputation and expose us to litigation or
liability.








Our
services are complex and are deployed in complex environments
and therefore may have errors or defects that could seriously
harm our business.




Our
transmission capacity is not entirely in our control, as we rely
in part on transmission capacity provided by third parties.
Insufficient transmission capacity could result in delays or
interruptions in our services and loss of revenue.




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We
may need to make additional future acquisitions to remain
competitive. The process of identifying, acquiring and
integrating these future acquisitions may have a material
adverse effect on our operating results.






| |   |                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The difficulties of assimilating the operations and personnel of
    the acquired companies and realizing anticipated operational and
    cost efficiencies without disruption to the ongoing business;                      
|
| |  | Impairment of relationships with employees, affiliates,
    advertisers and content providers of our business and acquired
    businesses;                                                                                   
|
| |  | The loss of key management and the difficulties in retaining key
    management or employees of acquired companies;                                                                                                          
|
| |  | Operational difficulties, including the need to attract and
    retain qualified personnel and the need to attract customers;                                                                                                
|
| |  | The cost and challenges of integrating IT and financial systems;                                                                                                                                                             
|
| |  | Diversion of managements attention from other business
    concerns and the potential disruption of our ongoing business;                                                                                                   
|
| |  | The need to incorporate successfully the acquired or shared
    technology or content and rights into our services, including
    maintaining customer satisfaction while migrating to a single
    development platform; and
|
| |  | The difficulties of maintaining uniform standards, systems,
    controls, procedures and policies.                                                                                                                           





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Our
operations could be harmed by factors including political
instability, natural disasters, fluctuations in currency
exchange rates and changes in regulations that govern
international transactions.






| |   |                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |  | Changes in tariff regulations;                                                                                                          
|
| |  | Political instability, war, terrorism and other political risks;                                                                        
|
| |  | Foreign currency exchange rate fluctuations;                                                                                            
|
| |  | Establishing and maintaining relationships with local
    distributors and dealers;                                                     
|
| |  | Lengthy accounts receivable payment cycles;                                                                                             
|
| |  | Import and export licensing requirements;                                                                                               
|
| |  | Compliance with a variety of foreign laws and regulations,
    including unexpected changes in taxation and regulatory
    requirements;
|
| |  | Greater difficulty in safeguarding intellectual property than in
    the U.S.;                                                          
|
| |  | Challenges caused by distance, language and cultural differences;                                                                       
|
| |  | Potentially adverse tax consequences;                                                                                                   
|
| |  | Difficulty in staffing and managing geographically diverse
    operations; and                                                          
|
| |  | Higher costs associated with doing business internationally.                                                                            



We
are subject to exchange rate risk in connection with our
international operations.






The
lease for our corporate headquarters in Seattle, Washington can
be terminated by the landlord on 150 days notice. If the
landlord terminates our lease, we most likely would be required
to locate new facilities and make significant expenditures in
relocating our operations.




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Our
business and operations may be especially subject to the risks
of earthquakes and other natural catastrophes in the Pacific
Northwest.






| |                              
| | -----------------------------
| | Risks Related to Our Industry

We
must provide digital rights management solutions that are
acceptable to both content providers and consumers.




Our
industry is experiencing consolidation that may intensify
competition.






| |   |                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Competitors could acquire or enter into relationships with
    companies with which we have strategic relationships and
    discontinue our relationship, resulting in the loss of
    distribution opportunities for our services or the loss of
    certain enhancements or value-added features to our services;
|
| |  | Competitors could obtain exclusive access to desirable
    multimedia content and prevent that content from being available
    in certain formats or markets, thus impairing our content
    selection and our ability to attract customers;                                                                      
|
| |  | Suppliers of important or emerging technologies could be
    acquired by a competitor or other company which could prevent us
    from being able to utilize such technologies in our offerings,
    and disadvantage our offerings relative to those of competitors;                                              
|
| |  | A competitor could be acquired by a party with significant
    resources and experience that could increase the ability of the
    competitor to compete with our services; and                                                                                                                                    
|
| |  | Other companies with related interests could combine to form
    new, formidable competition, which could preclude us from
    obtaining access to certain markets or content, or which could
    significantly change the market for our services.                                                                



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Our
business could be harmed by a lack of availability of popular
content.




The
growth of our business depends on the increased use of the
Internet and wireless networks for communications, electronic
commerce and advertising.






If
broadband technologies do not become widely available or widely
adopted, our online media distribution services may not achieve
broad market acceptance, and our business may be harmed.




Government
regulation could adversely affect our business.




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We
may be subject to market risk and legal liability in connection
with the data collection capabilities of our services.




Risks Related to Our Common
Stock


Our
future capital-raising activities could involve the issuance of
equity securities, which would dilute your investment and could
result in a decline in the trading price of our common
stock.




Some
provisions of our amended and restated certificate of
incorporation and amended bylaws and of Delaware law may deter
takeover attempts, which may limit the opportunity of our
stockholders to sell their shares at a favorable price.












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Securities
analysts may not continue to cover our common stock or may issue
negative reports, and this may have a negative impact on our
common stocks market price.




Market
fluctuations and volatility could cause the trading price of our
common stock to decline and limit our ability to raise
capital.






| |   |                                                                        
| | - | -----------------------------------------------------------------------
| |  | Our anticipated or actual operating results;                           
|
| |  | Developments concerning our technologies and market offerings;         
|
| |  | Technological innovations or setbacks by us or our competitors;        
|
| |  | Conditions in the digital media and Internet markets;                  
|
| |  | Announcements of merger or acquisition transactions; and               
|
| |  | Other events or factors and general economic and market
    conditions.



Future
sales of our common stock, or the perception that future sales
could occur, may adversely affect our common stock price.






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Our
common stock could be delisted from the Nasdaq Capital Market if
our stock price continues to trade below $1.00 per share.








We
may implement a reverse stock split in order to regain
compliance with Nasdaq listing requirements. If our stock price
drops following a reverse stock split, we may owe amounts to
investors in our February 2006 private placement transaction,
which we may elect to satisfy by issuing additional shares of
our common stock.




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The
large number of holders and lack of concentration of ownership
of our common stock may make it difficult for us to reach a
quorum or obtain an affirmative vote of our stockholders at
future stockholder meetings.




As
a result of accounting regulations which will become applicable
to us on January 1, 2006 requiring companies to expense
stock options, our expenses will increase and our stock price
may decline.




Recently
enacted and proposed changes in securities laws and regulations
have increased and will continue to increase our costs.




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USE OF PROCEEDS









SELLING STOCKHOLDERS








February 2006 Private Placement Participants






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8-K,




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|                                     |  |                 |            |      |              |  |                  |                 |  |         |             |                          |  |              |            |  |              |  |   |  |  |  |   | 
|------------------------------------ |  | --------------- | ---------- | ---- | ------------ |  | ---------------- | --------------- |  | ------- | ----------- | ------------------------ |  | ------------ | ---------- |  | ------------ |  | - |  |  |  | - | 
|                                     |  | Total Number of |            |      |              |  | Number of Shares |                 |  |         |             | Ownership After Offering | 
|                                     |  | Shares of       |            |      |              |  | of Common Stock  |                 |  | Maximum |             |                          |  |             
|                                     |  | Common Stock    |            |      | Percent of   |  |                  | Underlying      |  |         | Number of   |                          |  | Number of    |            |  | Percent of   | 
|                                     |  | Beneficially    |            |      | Shares       |  |                  | Warrants Issued |  |         | Shares That |                          |  | Shares       |            |  | Shares       | 
|                                     |  | Owned Before    |            |      | Beneficially |  |                  | in 2006 Private |  |         | May be      |                          |  | Beneficially |            |  | Beneficially | 
|Selling Stockholder                  |  | Offering(1)     |            |      | Owned (1)    |  |                  | Placement(1)    |  |         | Offered(1)  |                          |  | Owned(2)     |            |  | Owned(2)     | 
|                                     |  |                 |            |      |              |  |                  |                 |  |         |             |                          |  |              |            |  |              | 
|Bristol Investment Fund, Ltd.        |  |                 | 2,250,000  | (3)  |              |  | 1.7              | %               |  |         | 1,687,500   |                          |  |              | 3,937,500  |  |              |  |  |  |  |  |  | 
|Capital Ventures International       |  |                 | 1,000,000  | (4)  |              |  | *                |                 |  |         | 750,000     |                          |  |              | 1,750,000  |  |              |  |  |  |  |  |  | 
|Cranshire Capital, LP                |  |                 | 2,250,000  | (5)  |              |  | 1.7              | %               |  |         | 1,687,500   |                          |  |              | 3,937,500  |  |              |  |  |  |  |  |  | 
|Crescent International Ltd.          |  |                 | 632,258    | (6)  |              |  | *                |                 |  |         | 450,000     |                          |  |              | 1,050,000  |  |              |  |  |  |  |  |  | 
|Iroquois Master Fund Ltd.            |  |                 | 1,000,000  | (7)  |              |  | *                |                 |  |         | 750,000     |                          |  |              | 1,750,000  |  |              |  |  |  |  |  |  | 
|Nite Capital LP                      |  |                 | 1,300,000  | (8)  |              |  | 1.0              | %               |  |         | 975,000     |                          |  |              | 2,275,000  |  |              |  |  |  |  |  |  | 
|Omicron Master Trust                 |  |                 | 1,264,516  | (9)  |              |  | 1.0              | %               |  |         | 900,000     |                          |  |              | 2,100,000  |  |              |  |  |  |  |  |  | 
|Portside Growth and Opportunity Fund |  |                 | 2,550,000  | (10) |              |  | 1.9              | %               |  |         | 1,125,000   |                          |  |              | 2,625,000  |  |              |  |  |  |  |  |  | 
|RAQ, LLC                             |  |                 | 500,000    | (11) |              |  | *                |                 |  |         | 375,000     |                          |  |              | 875,000    |  |              |  |  |  |  |  |  | 
|Smithfield Fiduciary LLC             |  |                 | 2,589,999  | (12) |              |  | 2.0              | %               |  |         | 1,125,000   |                          |  |              | 2,625,000  |  |              |  |  |  |  |  |  | 
|Truk International Fund, LP          |  |                 | 40,000     | (13) |              |  | *                |                 |  |         | 30,000      |                          |  |              | 70,000     |  |              |  |  |  |  |  |  | 
|Truk Opportunity Fund, LLC           |  |                 | 360,000    | (14) |              |  | *                |                 |  |         | 270,000     |                          |  |              | 630,000    |  |              |  |  |  |  |  |  | 
|Vicis Capital Master Fund            |  |                 | 3,000,000  | (15) |              |  | 2.3              | %               |  |         | 2,250,000   |                          |  |              | 5,250,000  |  |              |  |  |  |  |  |  | 
|                                     |  |                 |            |      |              |  |                  |                 |  |         |             |                          |  |              |            |  |              | 
|Total:                               |  |                 | 18,736,773 |      |              |  | 14.1             | %               |  |         | 12,375,000  |                          |  |              | 28,875,000 |  |              |  |   |  |  |  |   | 
|                                     |  |                 |            |      |              |  |                  |                 |  |         |             |                          |  |              |            |  |              | 






| |   |                           
| | - | --------------------------
| | * | Less than one percent (1%)



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Percentage of beneficial ownership for the selling stockholder
    is based on 132,560,666 shares of our common stock
    outstanding as of March 1, 2006. Beneficial ownership is
    determined in accordance with the rules of the Commission. In
    computing the number of shares beneficially owned by a person,
    shares for which the named person has sole or shared power over
    voting or investment decisions are included. The column
    Total Number of Shares of Common Stock Beneficially Owned
    Before Offering does not include warrants acquired as of
    February 22, 2006 in connection with the private placement
    by the selling stockholders (which warrants are listed under the
    column Number of Shares of Common Stock Underlying
    Warrants Issued in 2006 Private Placement) because such
    warrants are not exercisable within 60 days of
    March 1, 2006. Shares underlying these warrants are
    included in the column Maximum Number of Shares That May
    be Offered (as are the shares of common stock issued to
    the selling stockholders in the December 2004 private placement).
|
| | (2) | Because each selling stockholder may sell all, some or none of
    the shares of common stock which they hold, no estimate can be
    given of the number of shares of common stock that will be held
    by each of them upon termination of the offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (3) | Bristol Capital Advisors, LLC (BCA), is the
    investment advisor to Bristol Investment Fund, Ltd. and
    consequently has voting control and investment discretion over
    the shares held by Bristol                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

27



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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Investment Fund, Ltd. Paul Kessler is the manager of BCA. BCA
    and Paul Kessler disclaim beneficial ownership of the shares
    held by Bristol Investment Fund, Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (4) | Heights Capital Management, Inc., the authorized agent of
    Capital Ventures International, has discretionary authority to
    vote and dispose of the shares held by Capital Ventures
    International and may be deemed to be the beneficial owners of
    these shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (5) | Mitchell P. Kopin, President of Downsview Capital, Inc., the
    General Partner of Cranshire Capital, LP has sole voting and
    investment control over the shares held by Cranshire Capital, LP
    Both Mitchell P. Kopin and Downsview Capital, Inc. disclaim
    beneficial ownership of the shares held by Cranshire Capital,
    L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (6) | Includes 600,000 shares of common stock acquired in the
    2006 private placement and 32,258 shares issuable upon
    exercise of warrants acquired in August 2003. Maxi Brezzi and
    Bachir Taleb-Ibrahimi, in their capacity as managers of Cantara
    (Switzerland) SA, the investment advisor to Crescent
    International Ltd., have voting control and investment
    discretion over the shares owned by Crescent International Ltd.
    Messrs. Brezzi and Taleb-Ibrahimi disclaim ownership of
    such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (7) | Joshua Silverman has voting and investment control over the
    shares owned by Iriquois Master Fund Ltd.
    Mr. Silverman disclaims beneficial ownership of such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (8) | Keith Goodman is Manager of Nite Capital, LLC, the General
    Partner of Nite Capital, LP, and consequently has voting control
    and investment discretion over the shares held by Nite Capital
    LP. Keith Goodman and Nite Capital, LLC disclaim beneficial
    ownership of the shares held by Nite Capital LP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (9) | Includes 1,200,000 shares of common stock acquired in the
    2006 private placement and 64,516 shares of common stock
    issuable upon exercise of warrants acquired in 2003. Omicron
    Capital, L.P., a Delaware limited partnership (Omicron
    Capital), serves as investment manager to Omicron Master
    Trust, a trust formed under the laws of Bermuda
    (Omicron), Omicron Capital, Inc., a Delaware
    corporation (OCI), serves as general partner of
    Omicron Capital, and Winchester Global Trust Company Limited
    (Winchester) serves as the trustee of Omicron. By
    reason of such relationships, Omicron Capital and OCI may be
    deemed to share dispositive power over the shares of our common
    stock owned by Omicron, and Winchester may be deemed to share
    voting and dispositive power over the shares of our common stock
    owned by Omicron. Omicron Capital, OCI and Winchester disclaim
    beneficial ownership of such shares of our common stock. Omicron
    Capital has delegated authority from the board of directors of
    Winchester regarding the portfolio management decisions with
    respect to the shares of common stock owned by Omicron and, as
    of March 1, 2006, Mr. Olivier H. Morali and
    Mr. Bruce T. Bernstein, officers of OCI, have delegated
    authority from the board of directors of OCI regarding the
    portfolio management decisions of Omicron Capital with respect
    to the shares of common stock owned by Omicron. By reason of
    such delegated authority, Messrs. Morali and Bernstein may
    be deemed to share dispositive power over the shares of our
    common stock owned by Omicron. Messrs. Morali and Bernstein
    disclaim beneficial ownership of such shares of our common stock
    and neither of such persons has any legal right to maintain such
    delegated authority. No other person has sole or shared voting
    or dispositive power with respect to the shares of our common
    stock being offered by Omicron, as those terms are used for
    purposes under Regulation 13D-G of the Securities Exchange
    Act of 1934, as amended. Omicron and Winchester are not
    affiliates of one another, as that term is used for
    purposes of the Securities Exchange Act of 1934, as amended, or
    of any other person named in this prospectus as a selling
    stockholder. No person or group (as that term is
    used in Section 13(d) of the Securities Exchange Act of
    1934, as amended, or the SECs Regulation 13D-G)
    controls Omicron and Winchester.



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 1,500,000 shares of common stock acquired in the
    2006 private placement and 1,050,000 shares of common stock
    issuable upon exercise of warrants acquired in December 2004.
    Ramius Capital Group, LLC (Ramius Capital) is the
    investment adviser of Portside Growth and Opportunity Fund
    (Portside) and consequently has voting control and
    investment discretion over securities held by Portside. Ramius
    Capital disclaims beneficial ownership of the securities held by

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Portside. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
    Jeffrey M. Solomon are the sole managing members of
    C4S & Co., LLC, the sole managing member of Ramius
    Capital. As a result, Messrs. Cohen, Stark, Strauss and
    Solomon may be considered beneficial owners of any securities
    deemed to be beneficially owned by Ramius Capital.
    Messrs. Cohen, Stark, Strauss and Solomon disclaim
    beneficial ownership of these shares.                                                                                                                                                                                          
|    
|(11) | Lindsay A. Rosenwald is the managing member of RAQ, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|(12) | Includes 1,500,000 shares of common stock acquired in the
    2006 private placement and 1,089,999 shares of common stock
    issuable upon exercise of warrants acquired in December 2004.
    Highbridge Capital Management, LLC, is the trading manager of
    Smithfield Fiduciary LLC and consequently has voting control and
    investment discretion over the shares held by Smithfield
    Fiduciary LLC. Glenn Dubin and Henry Swieca control Highbridge
    Capital Management, LLC. Each of Highbridge Capital Management,
    LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership
    of the shares held by Smithfield Fiduciary LLC.
|    
|(13) | Michael Fein and Stephen Saltzstein, as principals of Atoll
    Asset Management, LLC, the Managing Member of Truk International
    Fund, LP, exercise investment and voting control over the
    securities owned by Truk International Fund, LP. Both
    Mr. Fein and Mr. Saltzstein disclaim beneficial
    ownership of the securities owned by Truk International Fund, LP.                                                                                                                                                                                                                                                                             
|    
|(14) | Michael Fein and Stephen Saltzstein, as principals of Atoll
    Asset Management, LLC, the Managing Member of Truk Opportunity
    Fund, LLC, exercise investment and voting control over the
    securities owned by Truk Opportunity Fund, LLC. Both
    Mr. Fein and Mr. Saltzstein disclaim beneficial
    ownership of the securities owned by Truk Opportunity Fund, LLC.                                                                                                                                                                                                                                                                                
|    
|(15) | Vicis Capital LLC is the investment manager for Vicis Capital
    Master Fund and has the power to direct the voting and
    disposition of shares held by Vicis Capital Master Fund. John
    Succo, Sky Lucas and Shad Stastney control Vicis Capital LLC,
    but disclaim beneficial ownership of the securities.                                                                                                                                                                                                                                                                                                                                          




PLAN OF DISTRIBUTION


successors-in




| |   |                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Ordinary brokerage transactions and transactions in which the
    broker-dealer solicits purchasers;                                                                                   
|
| |  | Block trades in which the broker-dealer will attempt to sell the
    shares as agent but may position and resell a portion of the
    block as principal to facilitate the transaction;
|
| |  | Purchases by a broker-dealer as principal and resale by the
    broker-dealer for its account;                                                                                         
|
| |  | An exchange distribution in accordance with the rules of the
    applicable exchange;                                                                                                  
|
| |  | Privately negotiated transactions;                                                                                                                                                     
|
| |  | Settlement of short sales;                                                                                                                                                             
|
| |  | Broker-dealers may agree with the selling stockholders to sell a
    specified number of such shares at a stipulated price per share;                                                  
|
| |  | A combination of any such methods of sale; and                                                                                                                                         
|
| |  | Any other method permitted pursuant to applicable law.                                                                                                                                 



29



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VALIDITY OF COMMON STOCK




30



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EXPERTS




10-K S-1


8-K/A





WHERE YOU CAN FIND MORE INFORMATION


1-800-SEC-0330. http://www.sec.gov.





INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE






| |   |                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Annual Report on
    Form 10-K for the
    fiscal year ended December 31, 2005, filed with the
    Commission on March 15, 2006;                                         
|
| |  | Definitive Proxy Statement on Schedule 14A filed with the
    Commission on April 18, 2005;                                                                              
|
| |  | Current reports on
    Form 8-K filed
    with the Commission on January 4, January 25,
    February 8, February 17, February 21,
    February 23, and February 27, 2006;

31



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##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Consolidated financial statements of On Demand Distribution Ltd.
    as of March 31, 2004 and 2003 included in Item 9.01(b)
    appearing on pages 4 through 23 of the Current Report on
    Form 8-K/A filed
    with the Commission on September 7, 2004;                                                                                                                                         
|
| |  | Description of our common stock contained in our registration
    statement on
    Form 8-A filed
    February 17, 2000; and                                                                                                                                                                                                                                                                        
|
| |  | all documents filed by us with the Commission pursuant to
    Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
    after the date of this prospectus and before we stop offering
    the securities under this prospectus (other than those portions
    of such documents described in paragraphs (i), (k), and
    (l) of Item 402 of
    Regulation S-K
    promulgated by the Commission).



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PART II


INFORMATION NOT REQUIRED IN PROSPECTUS




|         |                                             
|-------- | --------------------------------------------
|Item 14. | Other Expenses of Issuance and Distribution.



|                             |  |   |        | 
|---------------------------- |  | - | ------ | 
|SEC Registration Fee         |  | $ | 1,344  | 
|Printing Expenses            |  |   | 5,000  | 
|Legal Fees and Expenses      |  |   | 35,000 | 
|Accounting Fees and Expenses |  |   | 10,000 | 
|Blue Sky Fees and Expenses   |  |   | 300    | 
|Transfer Agent Fees          |  |   | 1,500  | 
|Miscellaneous Expenses       |  |   | 10,000 | 
|                             |  |   |       
|TOTAL                        |  | $ | 63,144 | 
|                             |  |   |       



|         |                                           
|-------- | ------------------------------------------
|Item 15. | Indemnification of Directors and Officers.





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##### Table of Contents













|         |          
|-------- | ---------
|Item 16. | Exhibits.

|            |    |                        |  |                                                                                                                                         
|----------- | -- | ---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |    | Description of Exhibit
|            |    |                       
|            | 5  | .1                     |  | Opinion of Latham & Watkins LLP                                                                                                         
|            | 10 | .1                     |  | Subscription Agreement dated February 20, 2006, by and
    among Loudeye and the investors named therein(1)                             
|            | 10 | .2                     |  | Form of common stock purchase warrant issued to investors who
    are parties to a Subscription Agreement dated February 20,
    2006(1)
|            | 23 | .1                     |  | Consent of Latham & Watkins LLP (included in
    Exhibit 5.1 hereto)                                                                    
|            | 23 | .2                     |  | Consent of Moss Adams LLP, Independent Registered Public
    Accounting Firm                                                            
|            | 23 | .3                     |  | Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm                                                
|            | 23 | .4                     |  | Consent of Grant Thornton UK LLP, Independent Registered Public
    Accounting Firm                                                     
|            | 24 | .1                     |  | Power of Attorney (Reference is made to page II-5 hereof)                                                                               






|    |                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Loudeyes current report on
    Form 8-K, filed
    February 21, 2006.

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##### Table of Contents





|         |              
|-------- | -------------
|Item 17. | Undertakings.





| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) To file, during any period in which offers or sales are
    being made, a post-effective amendment to this Registration
    Statement (the Registration Statement):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) To include any prospectus required by Section l0(a)(3)
    of the Securities Act of 1933, as amended (the Securities
    Act)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (ii) To reflect in the prospectus any facts or events
    arising after the effective date of the Registration Statement
    (or the most recent post-effective amendment thereof) which,
    individually or in the aggregate, represent a fundamental change
    in the information set forth in the Registration Statement.
    Notwithstanding the foregoing, any increase or decrease in
    volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered)
    and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of a
    prospectus filed with the SEC pursuant to Rule 424(b) if,
    in the aggregate, the changes in volume and price represent no
    more than a 20 percent change in the maximum aggregate
    offering price set forth in the Calculation of
    Registration Fee table in the effective Registration
    Statement; and
|
| | (iii) To include any material information with respect to
    the plan of distribution not previously disclosed in the
    Registration Statement or any material change to such
    information in the Registration Statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Provided, however, that paragraphs (a)(1)(i),
    (a)(1)(ii) and (a)(1)(iii) above do not apply if the information
    required to be included in a post-effective amendment by those
    paragraphs is contained in reports filed with or furnished to
    the Securities and Exchange Commission by the registrant
    pursuant to Section 13 or Section 15(d) of the
    Exchange Act that are incorporated by reference in the
    Registration Statement, or is contained in a form of prospectus
    filed pursuant to Rule 424(b) that is part of the
    Registration Statement.                                                                                                                                                                                                                                                                                                                                                                                                 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) That, for the purpose of determining any liability
    under the Securities Act of 1933, each such post-effective
    amendment shall be deemed to be a new Registration Statement
    relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial
    bona fide offering thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (3) To remove from registration by means of a
    post-effective amendment any of the securities being registered
    which remain unsold at the termination of the offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (4) That, for the purpose of determining liability under
    the Securities Act to any purchaser, each prospectus filed
    pursuant to Rule 424(b) as part of a registration statement
    relating to an offering, other than registration statements
    relying on Rule 430B or other than prospectuses filed in
    reliance on Rule 430A, shall be deemed to be part of and
    included in the Registration Statement as of the date it is
    first used after effectiveness. Provided, however, that
    no statement made in a registration statement or prospectus that
    is part of the Registration Statement or made in a document
    incorporated or deemed incorporated by reference into the
    Registration Statement or prospectus that is part of the
    Registration Statement will, as to a purchaser with a time of
    contract of sale prior to such first use, supersede or modify
    any statement that was made in the Registration Statement or
    prospectus that was part of the Registration Statement or made
    in any such document immediately prior to such date of first use.



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##### Table of Contents



SIGNATURES


S-3




| |              
| | -------------
| | LOUDEYE CORP.



| |     |                      
| | --- | ---------------------
| | By: | /s/ Michael A. Brochu

| | 
| | 
| | 



| |                        
| | -----------------------
| | Michael A. Brochu      
| | Chief Executive Officer

POWER OF ATTORNEY


attorney-in attorneys-in attorney-in




|                                         |  |                                                                                       |  |                |  | 
|---------------------------------------- |  | ------------------------------------------------------------------------------------- |  | -------------- |  | 
|Signature                                |  | Title                                                                                 |  | Date          
|                                         |  |                                                                                       |  |               
|                                        
|/s/ Michael A. BrochuMichael A. Brochu   |  | President, Chief Executive Officer and
    Director
    (Principal Executive Officer) |  | March 15, 2006
|                                        
|/s/ Chris J. PollakChris J. Pollak       |  | Chief Financial Officer
    (Principal Financial and
    Accounting Officer)          |  | March 15, 2006
|                                        
|/s/ Jason S. BermanJason S. Berman       |  | Director                                                                              |  | March 15, 2006
|                                        
|/s/ Kurt R. KraussKurt R. Krauss         |  | Director                                                                              |  | March 15, 2006
|                                        
|/s/ Johan C. LiedgrenJohan C. Liedgren   |  | Director                                                                              |  | March 15, 2006
|                                        
|/s/ Frank A. VaransanoFrank A. Varansano |  | Director                                                                              |  | March 15, 2006

II-5