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                                                                   EXHIBIT 10.29

                          MP3.COM SUBMISSION AGREEMENT

                        VERSION 2.1 AS OF AUGUST 14, 2000

This Agreement describes the legal relationship between you (an individual,
representing yourself, or if applicable, acting as legal representative for a
group, company or corporation) and MP3.com, Inc., (collectively with our
licensees and assignees referred to in this Agreement as "we or "us") the owner
and operator of the web pages at or linked to the root URL "www.mp3.com," which
may expand or change from time to time (the "Website"). PLEASE READ THIS
DOCUMENT CAREFULLY; BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU WILL BECOME A
PARTY TO, AND WILL BE BOUND BY THIS AGREEMENT WITH RESPECT TO BOTH YOUR
PREVIOUSLY AND NEWLY UPLOADED MATERIALS TO THE WEBSITE. IF YOU DO NOT AGREE WITH
ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "NO THANKS"
BUTTON BELOW. WE MAY MODIFY THIS AGREEMENT FROM TIME TO TIME AS FURTHER
DESCRIBED IN SECTION 4.11 BELOW.

This Agreement addresses three (3) different services available on the Website
(the "Programs", each a "Program"). Under our STANDARD PROGRAM you supply audio
and/or other content to us and allow us to include your material in our
database, which we can make freely available over the World Wide Web and through
various other means of transmission and distribution. If you are participating
in the Standard Program, you will have the option to participate in our DIGITAL
AUTOMATIC MUSIC ("D.A.M.") PROGRAM by supplying us with one or more audio files,
which we can sell on your behalf in the form of compact discs containing MP3 and
Redbook audio files or in the form of audio files residing in our database. The
third Program in which you will also have the option to participate is our
DIGITAL PUBLISHING CHANNEL PROGRAM, by which you supply us with songs or other
audio content which we can make available through a paid subscription channel
that you create and administer.

The legal terms which apply to the STANDARD PROGRAM, D.A.M. PROGRAM AND DIGITAL
PUBLISHING CHANNEL PROGRAM ARE DESCRIBED BELOW IN SECTIONS I, II AND III,
RESPECTIVELY. One or the other of these Sections may not apply to you. Legal
terms applicable to all Programs are described in SECTION IV: GENERAL TERMS.

If you click "I Agree" below, we will give you a URL to access your "Artist
Admin Area" located within the Website. The Artist Admin Area contains several
useful functions. It provides access to create your free "Artist Page"
(described in Section 4.2 below) to which you will post your songs and other
materials; the Artist Admin Area gives you tools to upload your material and
also provides access to your "Web Stats Page", "Artist Earnings Page", "Channel
Admin Page" and "Song Properties Page". The Song Properties Page affords you the
ability to designate how your content can be used.


                                    SECTION I
                                STANDARD PROGRAM

1.1     STANDARD CONTENT AND STANDARD MATERIAL. In order to participate in any
        of the Programs, you must provide us with one or more sound recording(s)
        of musical composition(s) or other audio and/or audio-visual content to
        be used by us as described in this Section ("Standard Content"). You
        will also provide us with other material related to your Standard
        Content (such as pictures, videos, song lyrics, press reviews, etc.) for
        our use in connection with the Standard Program (collectively "Standard
        Material"). Subject to the conditions of this Agreement, unless
        otherwise designated by you, Standard Content and Standard Material will
        be listed on your Artist Page and will be enrolled in all of our current
        and future promotions, including but not limited to "Retail Music",
        "Broadcast Radio", "Singles On Demand" and "Promotional CDs" (the
        "Promotion(s)"). Subject to the terms of each Promotion, you may enroll
        or withdraw any Standard Content and any Standard Material by utilizing
        the tools provided in the Artist Admin Area.


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1.2     LICENSE FOR STANDARD CONTENT AND STANDARD MATERIAL. By the act of
        delivering Standard Content and/or Standard Material to us, you grant to
        us a non-exclusive, royalty-free, worldwide license to: (a) publicly
        perform, publicly display, broadcast, encode, reproduce, transmit,
        manufacture, distribute and synchronize with visual images the Standard
        Content or Standard Material, in whole or in part, alone or in
        compilation with content provided by third parties, through any medium
        now known or hereafter devised for the purpose of demonstrating,
        promoting or distributing your or our products or services; (b) make
        your Standard Content accessible as audio streams through
        password-protected accounts such as My.MP3.com (collectively "Secure
        Accounts"); and (c) use any trademarks, service marks or trade names
        incorporated in the Standard Content or Standard Material and use the
        likeness of any individual whose performance or image is contained in
        the Standard Content or Standard Material in connection with the
        foregoing. Audio content and corresponding materials enrolled in a
        Promotion (whether or not listed on your Artist Page) shall be
        considered Standard Content and Standard Material, only to the extent
        that the operation of such Promotion reasonably shall require us to
        exercise the rights licensed in this Section.

1.3     TERMINATION OF STANDARD PROGRAM LICENSE. Subject to the provisions
        contained in Section IV, "Term and Termination" below, you may terminate
        your license to us with respect to some or all of your Standard Content
        and Standard Material, at any time by utilizing tools provided in the
        Artist Admin Area.


                                   SECTION II
                                 D.A.M. PROGRAM

YOUR PARTICIPATION IN THE D.A.M. PROGRAM IS OPTIONAL. If you are participating
in the Standard Program, you may participate in the D.A.M. Program by using the
Artist Admin Area tools to designate one or more sound recordings of musical
compositions or other audio content ("D.A.M. Content") for sale by us in the
form of compact discs that we manufacture and sell ("D.A.M. CDs"). You will also
provide us with other material related to your D.A.M. Content (such as CD
artwork, liner notes, credits, illustrations, etc.) for our use in connection
with the D.A.M. Program ("D.A.M. Material").

2.1     LICENSE FOR D.A.M. CONTENT AND D.A.M. MATERIAL. By the act of delivering
        D.A.M. Content and/or D.A.M. Material to us, you grant to us a
        non-exclusive, worldwide license to: (a) publicly perform, publicly
        display, broadcast, encode, reproduce, transmit, manufacture and
        distribute the D.A.M. Content and D.A.M. Material in connection with the
        sale and promotion of your D.A.M. CDs; (b) convert D.A.M. Content from
        MP3 to Redbook format in order to distribute either or both formats on
        D.A.M. CDs; (c) make copies of D.A.M. Content employing any compression
        technologies selected by us in order to create a database of your D.A.M.
        Content; (d) make your D.A.M. Content accessible as audio streams from
        the Website to holders of Secure Accounts who have purchased your D.A.M.
        CDs or have otherwise added your D.A.M. Content to their Secure Accounts
        with your permission; and (e) use any trademarks, service marks or trade
        names incorporated in the D.A.M. Content and/or the D.A.M. Material and
        use the name and likeness of any individual whose performance is
        contained in the D.A.M. Content or whose image is portrayed on the
        D.A.M. Material in connection with the promotion, distribution,
        reproduction and performance of D.A.M. Content and D.A.M. CDs. We will
        not include your D.A.M. Content on D.A.M. CDs in compilation with
        content provided by others or on Promotional CDs unless your permission
        to do so is indicated in the Artist Admin Area. If you do not
        specifically designate a work as D.A.M. Content only, it shall be
        considered Standard Content for the purpose of this Agreement.


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2.2     D.A.M. ROYALTIES. You will set the selling price for each of your D.A.M.
        CDs according to our pricing guidelines. We will pay you fifty percent
        (50%) of the "Net Revenue" (as defined below) we receive from sales of
        your D.A.M. CDs. For the purpose of this Agreement, "Net Revenue" shall
        mean the gross revenues we actually receive from such sales, less only
        sales, use, value-added, or similar taxes, customs duties, import or
        export taxes or levies, shipping or freight, and returns.

2.3     TERMINATION OF D.A.M. PROGRAM LICENSE. Subject to the provisions
        contained in Section IV, "Term and Termination" below, you may terminate
        your license to us with respect to some or all of your D.A.M. Content
        and D.A.M. Material, at any time by utilizing tools provided in the
        Artist Admin Area.


                                   SECTION III
                       DIGITAL PUBLISHING CHANNEL PROGRAM

Standard Program participants also can elect to create a collection of their
audio files for streaming and/or digital downloading access by persons
("Subscribers") in exchange for a monthly fee ("Channel").

3.1     CHANNEL AND CHANNEL CONTENT. You can create a Channel through the
        Channel Admin Page that allows you to title, describe, price and
        designate audio content for your Channel; such terms are respectively
        referred to as "Channel Title," "Channel Description," "Subscription
        Fee" and "Channel Content." You will designate a minimum amount of
        Channel Content to be accessed through your Channel. From time to time,
        you may add and/or remove Channel Content to and from your Channel;
        however, any Channel Content that is removed must be replaced by other
        audio content that is of similar quality, entirely original and not
        currently available in your Channel. In other words, until your Channel
        is canceled (as described below), you shall not reduce the quality or
        quantity of Channel Content available to a Subscriber at any given time.

3.2     LICENSE GRANT FOR CHANNEL CONTENT. By the act of delivering Channel
        Content to us, you grant to us the worldwide, non-exclusive right and
        license to make Channel Content available to Subscribers as audio
        streams, and if you so elect, as digital downloads and to do all things
        reasonably required to facilitate the Digital Publishing Channel Program
        in connection therewith including, without limitation the right to: (a)
        publicly perform, display, mechanically reproduce, transmit and
        distribute Channel Content, in whole or in part to Subscribers; (b) make
        copies of Channel Content employing any compression technologies we
        select in order to create a database of your Channel Content; (c) make
        Channel Content accessible as audio streams from the Website to holders
        of Secure Accounts who have added your Channel Content to their Secure
        Accounts with your permission; and (d) use your name, trade name and
        trademarks, the titles of Channel Content, the Channel Title, Channel
        Description, the name and likeness of any individuals whose performances
        are contained within the Channel Content in connection with the
        marketing, sale and promotion of your Channel or the Digital Publishing
        Channel Program in general.

3.3     SUBSCRIPTION FEE AND ROYALTY. You will set a monthly Subscription Fee
        according to our pricing guidelines for Subscriber access to your
        Channel, however, once set, you shall not be permitted to change the
        Subscription Fee without our prior written consent. Solely with respect
        to your Channel, we will pay you fifty percent (50%) of the "Net
        Subscription Fee" (as defined below) we receive during or subsequent to
        the term of this Agreement. "Net Subscription Fee" shall mean the
        Subscription Fee actually received by us with respect to a given Channel
        less any and all sums payable to third parties for the sales or
        collection of such Subscription Fee.


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3.4     CANCELLATION OF CHANNEL. You may notify us of your desire to cancel your
        Channel at any time following ninety (90) days from the date you created
        your Channel by removing all Channel Content from your Channel Admin
        Page. Your Channel and Channel Content will remain accessible to
        Subscribers for a period of thirty (30) days following cancellation.
        Subject to the provisions contained in Section IV, "Term and
        Termination" below, upon cancellation of your Channel, all of our
        licensed rights to your Channel Content shall terminate, except that we
        retain those rights necessary for us to maintain your Channel for the
        period of time described in this Section.

                                   SECTION IV
                                  GENERAL TERMS

The following terms apply to the Standard Program, the DAM Program and the
Digital Publishing Channel Program:

4.1     PAYBACK FOR PLAYBACK. With respect to your Standard Content and D.A.M.
        Content, you will be eligible to participate in our Payback for Playback
        promotion for so long as we continue to make it available to content
        providers in general. Performances of Channel Content from your Channel
        shall not qualify for Payback for Playback promotion payment; however,
        performances of Channel Content from play-lists created within Secure
        Accounts do qualify. For further information concerning Payback for
        Playback see: http://www.mp3.com/payback/.

4.2     CO-BRANDED WEBSITE ON MP3.COM. During the term of this Agreement, we
        will host on the Website an HTML-formatted page (the "Artist Page")
        featuring such graphics, photographs and other information as you may
        upload. For further information concerning Artist Pages, including terms
        and conditions governing their use, see:
        http://www.mp3.com/_________/agreement.html.

4.3     OWNERSHIP OF COPYRIGHTS. As between you and us, you retain ownership of
        the copyrights and all other rights in the intellectual property
        furnished by you for our use hereunder, subject only to the
        non-exclusive rights granted to us under this Agreement. You are free to
        grant similar rights to others during and after the term of this
        Agreement.

4.4     ACCOUNTING. Within sixty (60) days of the close of each quarter during
        which you are credited with Payback for Playback compensation or during
        which we have received any Subscription Fees with respect to your
        Channel, or any Net Revenues with respect to your D.A.M. CDs, we will
        send you a check, or if applicable directly deposit such sums, payable
        in U.S. dollars in the appropriate amount, except if the amount we owe
        you is less than fifty dollars ($50.00), in which case we will hold the
        money until either (a) the total cumulative amount we owe you at the end
        of any particular quarter is greater than fifty dollars ($50.00), or (b)
        we settle such accounts from time to time. We may deduct from any amount
        payable hereunder such portion thereof as may be required to be deducted
        under any applicable statute, regulation, treaty or other law in
        connection with taxation or otherwise, and you shall promptly execute
        and deliver to us such forms or other documents as may be required in
        connection therewith. If at the time we make quarterly payments, you
        have not provided us with all information reasonably requested,
        including but not limited to legal name, tax identification information
        and complete mailing address, then we shall hold any sums due to you
        until the end of first quarterly period during which you have provided
        us with all such missing information. We agree to keep accurate books
        and records covering all transactions related to this Agreement. During
        the one-year (1-year) period following your receipt of payment, you may,
        at your expense and upon reasonable notice, inspect our records related
        to that payment at our offices or at a location specified by us,
        provided that your inspection must not unreasonably interfere with our
        business. If your inspection reveals that we have underpaid you, we will
        promptly correct the deficiency. It is understood that we include
        certain advertising on multiple pages and sections of the Website
        (including Artist Pages, pages within the Artist Admin Area, pages used
        by Subscribers, pages within Secure Accounts and pages featuring
        Channels); no portion of the sums received by us from the sale of such
        advertising shall be included in the calculation of any sums payable to
        you hereunder.


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4.5     REPRESENTATIONS AND WARRANTIES. The term "Material" means anything that
        you submit to us or post on the Website including, but not limited to,
        Standard Content, Standard Material, D.A.M. Content, D.A.M. Material,
        Channel Content, Channel Title and Channel Description, as applicable.
        You represent and warrant that: (a) except as provided in Sections
        titled "D.A.M. Royalties," "Subscription Fee and Royalty," "Payback for
        Playback" and "Accounting" above, we, our customers and licensees shall
        not be required to make any payments in respect of the authorized use of
        your Material, including, without limitation, payments to you, third
        parties claiming through you or otherwise, music publishers, mechanical
        rights agents, performance rights societies, persons who contributed to
        or appear in your Material, your licensors, unions or guilds; (b) you
        have the full right and power to enter into and perform this Agreement,
        and have secured all third-party consents, licenses and permissions
        necessary to enter into and perform this Agreement; (c) the Material
        does not contain "samples" of any third party's sound recording or
        musical composition and will not infringe on any third party's
        copyright, patent, trademark, trade secret or other proprietary rights,
        rights of publicity or privacy, or moral rights; (d) the Material does
        not and will not violate any law, statute, ordinance or regulation; (e)
        the Material is not and will not be defamatory, trade libelous,
        pornographic or obscene; (f) the Material does not and will not contain
        any viruses or other programming routines that detrimentally interfere
        with computer systems or data; (g) all factual assertions that you have
        made and will make to us are true and complete; and (h) you are of legal
        age of consent in all applicable jurisdictions and, in any event, are at
        least eighteen (18) years of age. You agree to indemnify and hold us,
        our licensees and customers harmless from any and all damages and costs,
        including reasonable attorney's fees, arising out of or related to your
        breach or alleged breach of the representations and warranties described
        in this Section. You agree to execute and deliver documents to us, upon
        our reasonable request, that evidence or effectuate our rights under
        this Agreement.

4.6     TERM AND TERMINATION. Upon termination of this Agreement, all of our
        license rights terminate, except that we retain those rights necessary
        for us to: (a) sell any compact discs or other authorized products which
        we have produced prior to the date of termination which incorporates
        your Material; (b) provide perpetual access to Standard Content and
        Channel Content added to Secure Accounts pursuant to the terms of this
        Agreement; (c) provide perpetual access to your D.A.M. Content to
        holders of Secure Accounts who purchased that D.A.M. Content, or with
        your permission, otherwise added that D.A.M. Content to their Secure
        Accounts; and (d) fulfill the terms and conditions of any Promotion in
        which you are participating. Subject to the foregoing, we shall use
        reasonable efforts to discontinue public access to your Material
        promptly upon termination; however, due to your participation in certain
        Promotions, your Material may remain accessible to the public for up to
        ninety (90) days following termination. We may terminate this Agreement
        with respect to any or all Programs and Promotions, at any time by so
        notifying you; the Agreement will terminate upon your actual receipt of
        such notice or three (3) days after we have sent a notice of termination
        to the email address you supply to us, whichever is sooner. Our
        obligation to pay sums due you hereunder described in the Section titled
        "Accounting" shall survive termination. Also, Sections titled "Term and
        Termination," "Representations and Warranties," "Disclaimer," "Waiver of
        Certain Damages" and "Miscellaneous" shall survive termination.

4.7     DETERMINING TYPE OF CONTENT. We will implement and maintain reasonable
        business practices, which enable us to accurately categorize content
        that you deliver to us. If we make an error in good faith, however (for
        example, if we erroneously categorize a song that you send to us as
        Standard Content when in fact you intended it only to be D.A.M. Content)
        and consequently exceed our license rights, your sole and exclusive
        remedy will be to notify us and we promptly will take all reasonable
        steps to correct the error.

4.8     NOTIFICATIONS OF INFRINGEMENT. Upon receipt of notice, we will act
        expeditiously to remove or disable access to any Material claimed to be
        infringing or claimed to be the subject of infringing activity, and we
        will act expeditiously to remove or disable access to any reference or
        link to Material or activity that is claimed to be infringing.
        Notwithstanding anything contained in this Agreement or in our "Privacy
        Policy", you expressly consent to our disclosure of your personally


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        identifiable and all other personal information in the event that you or
        your Material is the subject matter of any such infringement claim.

4.9     DISCLAIMER. THE STANDARD PROGRAM, D.A.M. PROGRAM AND DIGITAL PUBLISHING
        CHANNEL PROGRAM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
        WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
        NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
        PURPOSE, NON-INFRINGEMENT, OR OTHERWISE. WITHOUT LIMITATION, WE DISCLAIM
        ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS
        AND PERFORMANCE OF THE STANDARD PROGRAM, D.A.M. PROGRAM AND DIGITAL
        PUBLISHING CHANNEL PROGRAM. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED,
        THAT THE STANDARD PROGRAM, D.A.M. PROGRAM AND DIGITAL PUBLISHING CHANNEL
        PROGRAM WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS
        DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE
        DISCLAIMER MAY NOT APPLY TO YOU.

4.10    WAIVER OF CERTAIN DAMAGES. EXCEPT FOR DAMAGES RELATED TO A BREACH OF THE
        SECTION TITLED "REPRESENTATIONS AND WARRANTIES," NEITHER YOU NOR US WILL
        BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR
        INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.

4.11    MODIFICATION OR AMENDMENT OF AGREEMENT. We reserve the right, in our
        sole discretion, to change, modify, add or remove all or part of this
        Agreement. Notice of any amendments and/or modifications shall be posted
        in your Artist Admin Area at least five (5) days prior to their
        effective date. In the event that you do not consent to any such
        amendments and/or modifications, your sole recourse shall be to
        terminate this Agreement with respect to any or all Programs, as
        provided above. A copy of the most current version of this Agreement may
        be found at: http://www.mp3.com/______.

4.12    MISCELLANEOUS. This Agreement sets forth the entire understanding and
        agreement of the parties as to this Agreement's subject matter and
        supersedes all prior proposals, discussions or agreements with respect
        to such subject matter. You agree not to resell, assign, otherwise
        transfer, or delegate your rights or obligations under the Agreement
        without our prior express written authorization. Notices or
        communications under this Agreement shall be sent by electronic mail or
        in writing and shall be deemed delivered upon receipt to the party to
        whom such communication is directed, at the following addresses: (a) if
        to us, such notices shall be addressed to legal@mp3.com, or 4790
        Eastgate Mall, San Diego, CA 92121-1970 attention: Vice President, Legal
        Affairs and (b) if to you, such notices shall be addressed to the
        electronic or mailing address specified when you register for the
        Program. The Agreement shall be governed by and construed in accordance
        with, and all legal issues arising from or related to your use of, or
        participation in the Programs shall be determined by the laws of the
        State of California without regard to that State's conflict-of-law
        provisions. The State and Federal courts of California shall be the
        exclusive forum and venue to resolve any and all disputes arising out of
        or relating to the Agreement or to your use of, or participation in, the
        Programs. You consent to personal jurisdiction and venue in the
        appropriate state court in San Diego County, State of California or the
        United States District Court of Southern California. Our failure to
        exercise or enforce any right or provision of this Agreement shall not
        constitute a waiver of such right or provision. All headings in the
        Agreement are for convenience only and shall have no legal or
        contractual effect. You agree that we and you are independent
        contractors under this Agreement, and nothing herein shall be construed
        to create a partnership, joint venture or agency relationship. This
        Agreement shall be binding upon and inure to the benefit of the parties
        hereto and their respective heirs, successors and assigns. Each
        provision of this Agreement shall be severable from every other
        provision of this Agreement for the purpose of determining the legal
        enforceability of any specific provision.


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