Exhibit 10.9
 
 Via Email to John Paulsons Legal Counsel
 Personal and Confidential
 To:
    
    John Paulson
 Re:
    
    Separation Agreement and Release
     End of Employment




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Separation Pay and Benefits
  Exhibit A
  -2-




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Exhibit B
 Option Grant Date
    
    # Fully Vested Shares as of 12/31/2008
    
    Expiration DateJune 28, 2001
    
    
    6,000
    
    
    December 31, 2009July 7, 2003
    
    
    195,000
    
    
    December 31, 2009 as to 105,300 shares and
July 6, 2010 as to 89,700 sharesFebruary 15, 2007
    
    
    37,500
    
    
    December 31, 2009
    -3-




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Your Release of Claims
  et seq et seq et seq et seq et seq et seq et seq et seq
  -4-




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MakeMusics Release of Claims
 Notice of Right to Consult Attorney and Twenty-One (21) Calendar Day Consideration
Period
 -5-




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Notification of Rights under the Minnesota Human Rights Act (Minn. Stat. Chapter 363A)
and the Federal Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.) et seq must
 Return of Property
 On-Going Obligations.
 Non-Disparagement and Confidentiality
 Remedies
 -6-




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Non-Admission
 Successors and Assigns
 Enforceability
 Law Governing
 Full Agreement Exhibit A
 Acknowledgment of Reading and Understanding
    -7-




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MAKEMUSIC, INC./s/ Jeff KochJeff KochChairman of the Board of Directors FIRST ACKNOWLEDGMENT AND SIGNATURE
  
    
    I have read this Separation Agreement and Release carefully.
    
    I agree that this Separation Agreement and Release accurately reflects the agreement
between me and MakeMusic with regard to the separation of my employment.
    
    I will execute and return to MakeMusic the Second Acknowledgment and Signature sometime
between December 31, 2008 and January 21, 2009.
 th
 /s/ John PaulsonJohn Paulson SECOND ACKNOWLEDGMENT AND SIGNATURE
  
    
    I have had adequate time to consider whether to sign this Separation Agreement and Release.
    
    I have read this Separation Agreement and Release carefully.
    
    I understand and agree to all of the terms of the Separation Agreement and Release.
    
    I am knowingly and voluntarily releasing my claims against MakeMusic.
    
    I have not, in signing this Agreement, relied upon any statements or explanations made by
MakeMusic except as for those specifically set forth in this Separation Agreement and Release.
    
    I intend this Separation Agreement and Release to be legally binding.
    
    I am signing this Separation Agreement and Release on or after my last day of employment
with MakeMusic.
  /s/ John PaulsonJohn Paulson -8-




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Exhibit A
 CONSULTING AGREEMENT
  Services to Be Performed
 Terms of Payment
 Term
 Expenses
 Independent Contractor Status
 Payroll or Employment Taxes
 -9-




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Workers Compensation, Unemployment Benefits, Other Benefits
 Termination
 Work For Others
 Non-Waiver
 Governing Law
 Successors and Assigns
 Entire Agreement
 CONSULTANT:Date: December 12, 2008
    By
    /s/ John PaulsonJohn Paulson -10-




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Federal Tax Consultant I.D. No. (either
Identification No. or Social Security No.):MAKEMUSIC, INC.Date: December 12, 2008
    By
    /s/ John RaupRon RaupIts: Chief Executive Officer -11-




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Exhibit B
 AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT
 Amendment Agreement Company Optionee
 Agreement
  In Witness Whereof ,
 MakeMusic Inc.By:
    /s/ Jeffrey A. KochJeffrey A. Koch/s/ John W. PaulsonJohn W. Paulson -12-




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AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT
 Amendment Agreement Company Optionee
 Agreement
  In Witness Whereof ,
 MakeMusic Inc.By:
    /s/ Jeffrey A. KochJeffrey A. Koch/s/ John W. PaulsonJohn W. Paulson




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AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT
 Amendment Agreement Company Optionee
 Agreement
  In Witness Whereof ,
 MakeMusic Inc.By:
    /s/ Jeffrey A. KochJeffrey A. Koch/s/ John W. PaulsonJohn W. Paulson