[Napster
      Letterhead]

    


     

    November
      8, 2006

    


    


    Nand
      Gangwani

    Napster,
      Inc.

    9044
      Melrose Ave.

    Los
      Angeles, CA 90069

    


    Dear
      Mr.
      Gangwani:

    


    You
      and
      Napster, Inc. (the “Company”) are parties to that certain employment agreement
      effective as of January 29, 2004 (the “Agreement”). The Agreement provides for
      certain severance payments to be made to you for a period of six months in
      the
      event your employment is terminated by the Company without Cause or by you
      for
      Good Reason (as such terms are defined in the Agreement). Recently, the
      Compensation Committee of the Board of Directors of the Company has approved
      extending this severance period to twelve months in the event, and only in
      the
      event, that your employment is terminated by the Company without Cause or by
      you
      for Good Reason upon or at any time after a Change in Control (as defined
      below). Therefore, on behalf of the Company and its Board of Directors, the
      Agreement is hereby amended to provide that, in the event your employment is
      terminated by the Company without Cause or by you for Good Reason upon or at
      any
      time after a Change in Control, your severance period will be extended to twelve
      months. In addition, the Agreement is further amended to clarify that in the
      event your employment is terminated by the Company without Cause or by you
      for
      Good Reason at any time prior to a Change in Control, your severance period
      will
      be six months. For purposes of this Agreement, “Change in Control” shall mean
      the occurrence of any of the following:

     

    
      	 	
              (i)

            	
              When
                any “person,” as such term is used in Sections 13(d) and 14(d) of the
                Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other
                than the Company, a subsidiary of the Company or a Company employee
                benefit plan, including any trustee of such plan acting as trustee)
                is or
                becomes the “beneficial owner” (as defined in Rule 13d-3 under the
                Exchange Act), directly or indirectly, of securities of the Company
                representing fifty percent (50%) or more of the combined voting power
                of
                the Company’s then outstanding
                securities;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (ii)

            	
              A
                change in the composition of the Board occurring within a two-year
                period,
                as a result of which fewer than a majority of the directors are Incumbent
                Directors. “Incumbent Directors” shall mean directors who either (1) are
                directors of the Company as of the date hereof, or (2) are appointed,
                elected, or nominated for election, to the Board with the affirmative
                votes of at least a majority of the Incumbent Directors at the time
                of
                such appointment election or nomination (but shall not include an
                individual whose election or nomination is in connection with an
                actual or
                threatened proxy contest relating to the election of directors of
                the
                Company);

            


    

    


    
      	 	
              (iii)

            	
              The
                consummation of a merger or consolidation of the Company with any
                other
                corporation, other than a merger or consolidation which would result
                in
                the voting securities of the Company outstanding immediately prior
                thereto
                continuing to represent (either by remaining outstanding or by being
                converted into voting securities of the surviving entity) at least
                fifty
                percent (50%) of the total voting power represented by the voting
                securities of the Company or such surviving entity outstanding immediately
                after such merger or consolidation;
                or

            


    

    


    
      	 	
              (iv)

            	
              The
                consummation of the sale or disposition by the Company or all or
                substantially all of the Company’s assets.


            


    

    


    All
      other
      provisions of the Agreement will remain in full force and effect. 

    


    


    Sincerely,

    


    /S/
      William
      E. Growney, Jr.

    


    William
      E. Growney, Jr.

    Secretary

    


     

    
      	Accepted:
              /S/ Nand
              Gangwani  	Date:
              November 8, 2006