EMPLOYMENT
      SEPARATION AND GENERAL RELEASE AGREEMENT

     

    This
      Employment Separation and General Release Agreement (this “Separation
      Agreement”)
      is
      entered into this seventh day of December, 2007, by and between Nand Gangwani,
      an individual (“Individual”),
      and
      Napster, Inc., a Delaware corporation (the “Company”).

     

    WHEREAS,
      Individual is employed as the Vice President and Chief Financial Officer of
      the
      Company; and

     

    WHEREAS,
      Individual and the Company have mutually agreed to terminate Individual’s
      employment relationship with the Company effective as of December 31, 2007
      (the
“Separation Date”) upon the terms set forth herein;

     

    NOW,
      THEREFORE,
      in
      consideration of the covenants undertaken and the releases contained in this
      Separation Agreement, Individual and the Company agree as follows:

     

    I.
      Resignation.
      Individual’s
      employment by the Company will terminate on the Separation Date. Individual
      hereby irrevocably resigns as an officer, director, employee, member, manager
      and in any other capacity with the Company and each of its affiliates effective
      as of the Separation Date and that, as of the Separation Date, he will hold
      no
      such position with the Company or any of its affiliates. The Company confirms
      that it and each of its affiliates accepts such resignation effective as of
      the
      Separation Date. Individual
      agrees that he has no consulting relationship with the Company or any of its
      affiliates. Individual waives any right or claim to reinstatement as an employee
      of the Company and any affiliate of the Company (if any) by which he is or
      was
      previously employed. Individual acknowledges and agrees that, as of the date
      hereof, he has received all compensation to which he is entitled (including,
      but
      not limited to, any overtime, bonus, commissions, or other wages), reimbursement
      of expenses, and usual benefits (other than his base wages for the current
      pay
      period and his accrued and heretofore unpaid vacation), that he will not be
      entitled to any severance in connection with the termination of his employment
      except as expressly set forth in this Separation Agreement, and that all
      payments due to Individual from the Company and its affiliates after the
      Separation Date shall be determined under this Separation Agreement.
      Until
      the Separation Date, the Company shall continue to pay Individual a base salary
      at the rate currently in effect, but Individual shall not be entitled to any
      other compensation. Individual will also be entitled to reimbursement by the
      Company for his reasonable out-of-pocket expenses through the Separation Date,
      subject to the Company’s current expense reimbursement policies.

     

    II.
      Termination
      of Employment Agreement.
      Effective as of the Separation Date, that certain employment agreement, dated
      as
      of January 29, 2004, by and between Individual and the Company, as amended
      by
      that certain agreement, dated as of November 8, 2006, by and between Individual
      and the Company, is hereby terminated in its entirety.

     

    III.
      Severance.
      The
      Company has granted restricted stock awards to Individual, a portion of which
      awards are outstanding and unvested as of the Separation Date (the “Restricted
      Stock Awards”).
      The
      Restricted Stock Awards shall become fully vested as to 56,250 shares of Company
      common stock subject to such awards (the portion otherwise scheduled to vest
      on
      June 1, 2008) as of the later of (1) the Separation Date, or (2) the date the
      Release set forth in Section V hereof becomes irrevocable by Individual under
      the Age Discrimination in Employment Act of 1967. Any portion of the Restricted
      Stock Awards that do not so vest shall terminate on the Separation Date and
      Individual shall have no further rights with respect thereto or in respect
      thereof. On the Separation Date, the Company shall also pay Individual his
      accrued and theretofore unpaid wages and vacation time.

     

    
      
        
        

      

      
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    IV.
      Stock
      Options.
For
      purposes of clarity, any stock options granted by the Company to Individual
      that
      are not vested on the Separation Date shall terminate on the Separation Date
      and
      any stock options granted by the Company to Individual that are vested on the
      Separation Date shall continue to be exercisable by Individual in accordance
      with the terms and conditions of the applicable awards only for the limited
      post-termination of employment exercise period applicable to those awards as
      determined under the applicable award agreement and plan under which the award
      was granted.

     

    V.
      Release.
      Individual, on behalf of himself, his descendants, dependents, heirs, executors,
      administrators, assigns, and successors, and each of them, hereby covenants
      not
      to sue and fully releases and discharges the Company and each of its parents,
      subsidiaries and affiliates, past and present, as well as its and their
      trustees, directors, officers, members, managers, partners, agents, attorneys,
      insurers, employees, stockholders, representatives, assigns, and successors,
      past and present, and each of them, hereinafter together and collectively
      referred to as the “Releasees,”
with
      respect to and from any and all claims, wages, demands, rights, liens,
      agreements or contracts (written or oral), covenants, actions, suits, causes
      of
      action, obligations, debts, costs, expenses, attorneys’ fees, damages,
      judgments, orders and liabilities of whatever kind or nature in law, equity
      or
      otherwise, whether now known or unknown, suspected or unsuspected, and whether
      or not concealed or hidden (each, a “Claim”),
      which
      he now owns or holds or he has at any time heretofore owned or held or may
      in
      the future hold as against any of said Releasees (including, without limitation,
      any Claim arising out of or in any way connected with Individual’s service as an
      officer, director, employee, member or manager of any Releasee, Individual’s
      separation from his position as an officer, director, employee, manager and/or
      member, as applicable, of any Releasee, or any other transactions, occurrences,
      acts or omissions or any loss, damage or injury whatever), whether known or
      unknown, suspected or unsuspected, resulting from any act or omission by or
      on
      the part of said Releasees, or any of them, committed or omitted prior to the
      date of this Release Agreement including, without limiting the generality of
      the
      foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age
      Discrimination in Employment Act of 1967, the Americans with Disabilities Act,
      the Family and Medical Leave Act of 1993, the California Fair Employment and
      Housing Act, the California Family Rights Act, or any other federal, state
      or
      local law, regulation, or ordinance, or any Claim for severance pay, bonus,
      sick
      leave, holiday pay, vacation pay, life insurance, health or medical insurance
      or
      any other fringe benefit, workers’ compensation or disability (the “Release”);
      provided, however, that the foregoing release does not apply to any obligation
      of the Company to Individual pursuant to any of the following: (1) any right
      to
      indemnification that Individual may have pursuant to the Bylaws of the Company,
      its Certificate of Incorporation or under any written indemnification agreement
      with the Company (or any corresponding provision of any subsidiary or affiliate
      of the Company) or applicable state law with respect to any loss, damages or
      expenses (including but not limited to attorneys’ fees to the extent otherwise
      provided) that Individual may in the future incur with respect to his service
      as
      an employee, officer or director of the Company or any of its subsidiaries
      or
      affiliates; (2) with respect to any rights that Individual may have to insurance
      coverage for such losses, damages or expenses under any Company (or subsidiary
      or affiliate) directors and officers liability insurance policy; (3) any rights
      to continued medical or dental coverage that Individual may have under COBRA;
      or
      (4) any rights to payment of benefits that Individual may have under a
      retirement plan sponsored or maintained by the Company that is intended to
      qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended.
      In addition, this Release does not cover any Claim that cannot be so released
      as
      a matter of applicable law. Individual acknowledges and agrees that he has
      received any and all leave and other benefits that he has been and is entitled
      to pursuant to the Family and Medical Leave Act of 1993.

     

    
      
        
        

      

      
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    VI.
      1542
      Waiver. It
      is the
      intention of Individual in executing this Separation Agreement that the same
      shall be effective as a bar to each and every Claim hereinabove specified.
      In
furtherance
      of this
      intention, Individual hereby expressly waives any and all rights and benefits
      conferred upon his by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL
      CODE and expressly consents that this Separation Agreement (including, without
      limitation, the Release set forth above) shall be given full force and effect
      according to each and all of its express terms and provisions, including those
      related to unknown and unsuspected Claims, if any, as well as those relating
      to
      any other Claims hereinabove specified. SECTION 1542 provides:

     

    “A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
      WHICH
      IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR.”

     

    Individual
      acknowledges that he may hereafter discover Claims or facts in addition to
      or
      different from those which Individual now knows or believes to exist with
      respect to the subject matter of this Separation Agreement and which, if known
      or suspected at the time of executing this Separation Agreement, may have
      materially affected this settlement. Nevertheless, Individual hereby waives
      any
      right, Claim or cause of action that might arise as a result of such different
      or additional Claims or facts. Individual acknowledges that he understands
      the
      significance and consequences of the foregoing Release and such specific waiver
      of SECTION 1542.

     

    VII.
      ADEA
      Waiver.
      Individual expressly acknowledges and agrees that by entering into this
      Separation Agreement, he is waiving any and all rights or claims that he may
      have arising under the Age Discrimination in Employment Act of 1967, as amended
      (“ADEA”),
      which
      have arisen on or before the date of execution of this Separation Agreement.
      Individual further expressly acknowledges and agrees that:

     

    (a)
      In
      return
      for this Separation Agreement, he will receive consideration beyond that which
      he was already entitled to receive before entering into this Separation
      Agreement;

     

    (b)
      He
      is
      hereby advised in writing by this Separation Agreement to consult with an
      attorney before signing this Separation Agreement;

     

    
      
        
        

      

      
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    (c)
      He
      was
      given a copy of this Separation Agreement on December 7, 2007 and informed
      that
      he had twenty-one (21) days within which to consider the Separation Agreement
      and that if he wished to execute this Separation Agreement prior to expiration
      of such 21-day period, he should execute the Acknowledgement and Waiver attached
      hereto as Exhibit
      A;
      

     

    (d)
      Nothing
      in this Separation Agreement prevents or precludes Individual from challenging
      or seeking a determination in good faith of the validity of this waiver under
      the ADEA, nor does it impose any condition precedent, penalties or costs from
      doing so, unless specifically authorized by federal law; and

     

    (e)
      He
      was
      informed that he has seven (7) days following the date of execution of this
      Separation Agreement in which to revoke this Separation Agreement, and this
      Separation Agreement will become null and void if Individual elects revocation
      during that time. Any revocation must be in writing and must be received by
      the
      Company during the seven-day revocation period. In the event that Individual
      exercises his right of revocation, neither the Company nor Individual will
      have
      any obligations under this Separation Agreement.

     

    VIII.
      No
      Transferred Claims.
      Individual warrants and represents that Individual has not heretofore assigned
      or transferred to any person not a party to this Separation Agreement any
      released matter or any part or portion thereof and he shall defend, indemnify
      and hold the Company and each of its affiliates harmless from and against any
      claim (including the payment of attorneys’ fees and costs actually incurred
      whether or not litigation is commenced) based on or in connection with or
      arising out of any such assignment or transfer made, purported or
      claimed.

     

    IX.
      Restrictive
      Covenants.

     

    A.
      Anti-Solicitation.
      Individual promises and agrees that, for a period of one (1) year following
      the
      Separation Date, he will not influence or attempt to influence customers,
      vendors, or business partners of the Company or any of its subsidiaries, either
      directly or indirectly, to divert their business from the Company or any of
      its
      subsidiaries to any individual, partnership, firm, corporation or other entity
      then in competition with the business of the Company or any
      subsidiary.

     

    B.Solicitation
      of Employees.
      Individual promises and agrees that, for a period of one (1) year following
      the
      Separation Date, he will not directly or indirectly solicit any employee of
      the
      Company or any of its subsidiaries to work for any business, individual,
      partnership, firm, corporation, or other entity then in competition with the
      business of the Company or any subsidiary.

     

    C.
      Confidentiality.
      Individual promises and agrees that he will not at any time after the Separation
      Date, unless compelled by lawful process, disclose or use for his own benefit
      or
      purposes or the benefit or purposes of any other person, firm, partnership,
      joint venture, association, corporation or other business organization, entity
      or enterprise (other than the Company and any of its subsidiaries or
      affiliates), any trade secrets, or other confidential data or information
      relating to customers, design programs, costs, marketing, sales activities,
      promotion, credit and financial data, financing methods, or plans of the Company
      or any subsidiary or affiliate of the Company; provided
      that the
      foregoing shall not apply to information which is not unique to the Company
      (or
      subsidiary or affiliate, as applicable) or which is generally known to the
      industry or the public other than as a result of Individual’s breach of this
      covenant. Individual agrees that, to the extent he has not already done so,
      he
      will return to the Company immediately all memoranda, books, papers, plans,
      information, letters and other data, and all copies thereof or therefrom, in
      any
      way relating to the business of the Company or any subsidiary or affiliate
      of
      the Company. Individual further agrees that he has not retained and will not
      retain or use for his account at any time any trade names, trademark or other
      proprietary business designation used or owned in connection with the business
      of the Company or any subsidiary or affiliate of the Company.

     

    
      
        
        

      

      
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    D.
      Non-Disparagement.
      Individual agrees that he will not at any time after the date hereof (i)
      directly or indirectly, make or ratify any statement, public or private, oral
      or
      written, to any person that disparages, either professionally or personally,
      the
      Company, any of its subsidiaries or any of their respective directors, officers,
      employees, stockholders, attorneys, accountants, insurers, agents,
      representatives, assigns, successors, or products, past and present, and each
      of
      them, or (ii) make any statement or engage in any conduct that has the purpose
      or effect of disrupting the business of the Company or any of its subsidiaries.
      The Company agrees that it will not at any time after the date hereof, directly
      or indirectly, make or ratify any statement, public or private, oral or written,
      to any person that disparages, either professionally or personally, Individual.
      Nothing herein shall in any way prohibit either party from disclosing such
      information in a truthful manner as may be required by law, or by judicial
      or
      administrative process or order or the rules of any securities exchange or
      similar self-regulatory organization applicable to such party; provided,
      however, upon receiving any subpoena or order from a court or arbitrator
      requiring such party to testify regarding Individual’s employment with the
      Company or any of its subsidiaries, such party shall provide a copy of such
      subpoena or order to the other party within 72 hours.

     

    E.
      Injunctive
      Relief.
      Individual expressly agrees that the Company will or would suffer irreparable
      injury if he were to breach any of the provisions of this Section IX and that
      the Company would by reason of such conduct be entitled, in addition to any
      other remedies, to injunctive relief. Individual consents and stipulates to
      the
      entry of such injunctive relief prohibiting his from engaging in conduct which
      violates any of the provisions of this Section IX.

     

    X.
      Miscellaneous

     

    A.
      Successors.

     

    (i) This
      Separation Agreement is personal to Individual and shall not, without the prior
      written consent of the Company, be assignable by Individual.

     

    (ii) This
      Separation Agreement shall inure to the benefit of and be binding upon the
      Company and its respective successors and assigns and any such successor or
      assignee shall be deemed substituted for the Company under the terms of this
      Separation Agreement for all purposes. As used herein, “successor” and
“assignee” shall include any person, firm, corporation or other business entity
      which at any time, whether by purchase, merger, acquisition of assets, or
      otherwise, directly or indirectly acquires the ownership of the Company,
      acquires all or substantially all of the Company’s assets, or to which the
      Company assigns this Separation Agreement by operation of law or
      otherwise.

     

    
      
        
        

      

      
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    B.
      Waiver.
      No
      waiver
      of any breach of any term or provision of this Separation Agreement shall be
      construed to be, nor shall be, a waiver of any other breach of this Separation
      Agreement. No waiver shall be binding unless in writing and signed by the party
      waiving the breach.

     

    C.
      Modification.
      This
      Separation Agreement shall not be modified by any oral agreement, either express
      or implied, and all modifications hereof shall be in writing and signed by
      the
      parties hereto.

     

    D.
      Complete
      Agreement.
      This
      Separation Agreement embodies the entire agreement of the parties hereto
      respecting the matters within its scope. This Separation Agreement supersedes
      all prior agreements of the parties hereto on the subject matter hereof. Any
      prior negotiations, correspondence, agreements, proposals, or understandings
      relating to the subject matter hereof shall be deemed to be merged into this
      Separation Agreement and to the extent inconsistent herewith, such negotiations,
      correspondence, agreements, proposals, or understandings shall be deemed to
      be
      of no force or effect. There are no representations, warranties, or agreements,
      whether express or implied, or oral or written, with respect to the subject
      matter hereof, except as set forth herein. Notwithstanding the foregoing, the
      Company’s rights under any confidentiality, trade secret, proprietary
      information, inventions or similar agreement to which Individual was a party
      or
      otherwise bound are not integrated into this Agreement and such rights of the
      Company shall continue in effect.

     

    E.
      Severability.
      In
      the
      event that a court of competent jurisdiction determines that any portion of
      this
      Separation Agreement is in violation of any statute or public policy, then
      only
      the portions of this Separation Agreement which violate such statute or public
      policy shall be stricken, and all portions of this Separation Agreement which
      do
      not violate any statute or public policy shall continue in full force and
      effect. Furthermore, any court order striking any portion of this Separation
      Agreement shall modify the stricken terms as narrowly as possible to give as
      much effect as possible to the intentions of the parties under this Separation
      Agreement.

     

    F.
      Governing
      Law.
      This
      Separation Agreement and the legal relations hereby created between the parties
      hereto shall be governed by and construed under and in accordance with the
      internal laws of the State of California, without regard to conflicts of laws
      principles thereof.

     

    G.
      Legal
      Counsel; Mutual Drafting.
      Each
      party recognizes that this is a legally binding contract and acknowledges and
      agrees that they have had the opportunity to consult with legal counsel of
      their
      choice. Each party has cooperated in the drafting, negotiation and preparation
      of this Separation Agreement. Hence, in any construction to be made of this
      Separation Agreement, the same shall not be construed against either party
      on
      the basis of that party being the drafter of such language. Individual agrees
      and acknowledges that he has read and understands this Separation Agreement,
      is
      entering into it freely and voluntarily, and has been advised to seek counsel
      prior to entering into this Separation Agreement, has had ample opportunity
      to
      do so.

     

    
      
        
        

      

      
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    H.
      Notices.
      All
      notices under this Separation Agreement shall be in writing and shall be either
      personally delivered or mailed postage prepaid, by certified mail, return
      receipt requested:

     

    (a) if
      to the
      Company:

     

    Napster,
      Inc.

    Attention:
      Chief Executive Officer

    9044
      Melrose Ave. 

    Los
      Angeles, CA 90069 

     

    with
      a
      copy to:

     

    Napster,
      Inc.

    Attention:
      General Counsel 

    9044
      Melrose Ave. 

    Los
      Angeles, CA 90069 

     

    (b) if
      to
      Individual:

     

    At
      the
      address on file with the Company

     

    Notice
      shall be effective when personally delivered, or five (5) business days after
      being so mailed. Any party may change its address for purposes of giving future
      notices pursuant to this Agreement by notifying the other party in writing
      of
      such change in address, such notice to be delivered or mailed in accordance
      with
      the foregoing.

     

    I.
      Counterparts.
      This
      Separation Agreement may be executed in any number of counterparts, each of
      which shall be deemed an original and all of which together shall constitute
      one
      and the same instrument.

     

    J.
      Arbitration.
      Any
      controversy arising out of or relating to this Separation Agreement, its
      enforcement or interpretation, or because of an alleged breach, default, or
      misrepresentation in connection with any of its provisions, or any other
      controversy arising out of Individual’s employment or the termination thereof,
      including, but not limited to, any state or federal statutory claims, shall
      be
      submitted to arbitration in Los Angeles County, California, before a sole
      arbitrator selected from Judicial Arbitration and Mediation Services, Inc.,
      Los
      Angeles County, California, or its successor (“JAMS”),
      or if
      JAMS is no longer able to supply the arbitrator, such arbitrator shall be
      selected from the American Arbitration Association, and shall be conducted
      in
      accordance with the provisions of California Code of Civil Procedure §§ 1280 et
      seq. as the exclusive forum for the resolution of such dispute. Pursuant to
      California Code of Civil Procedure § 1281.8, provisional injunctive relief may,
      but need not, be sought by either party to this Separation Agreement in a court
      of law while arbitration proceedings are pending, and any provisional injunctive
      relief granted by such court shall remain effective until the matter is finally
      determined by the Arbitrator. Final resolution of any dispute through
      arbitration may include any remedy or relief which the Arbitrator deems just
      and
      equitable, including any and all remedies provided by applicable state or
      federal statutes. At the conclusion of the arbitration, the Arbitrator shall
      issue a written decision that sets forth the essential findings and conclusions
      upon which the Arbitrator’s award or decision is based. Any award or relief
      granted by the Arbitrator hereunder shall be final and binding on the parties
      hereto and may be enforced by any court of competent jurisdiction. The parties
      acknowledge and agree that they are hereby waiving any rights to trial by jury
      in any action, proceeding or counterclaim brought by either of the parties
      against the other in connection with any matter whatsoever arising out of or
      in
      any way connected with this Separation Agreement or Individual’s employment. The
      parties agree that (i) the Company shall be responsible for payment of the
      forum
      costs of any arbitration hereunder, including the Arbitrator’s fee, in
      connection with any proceeding to enforce the terms of this Separation
      Agreement, and (ii) the Arbitrator shall have discretion, if the Arbitrator
      determines it to be appropriate, to award reasonable attorneys’ fees and costs
      to the party prevailing in any such proceeding.

     

    
      
        
        

      

      
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    K.
      Number
      and Gender.
      Where
      the context requires, the singular shall include the plural, the plural shall
      include the singular, and any gender shall include all other
      genders.

     

    L.
      Headings.
      The
      section headings in this Separation Agreement are for the purpose of convenience
      only and shall not limit or otherwise affect any of the terms
      hereof.

     

    M.
      Taxes.
      The
      Company has the right to withhold from any payment hereunder or under any other
      agreement between the Company and Individual the amount required by law to
      be
      withheld with respect to such payment or other benefits provided to Individual.
      Other than as to such withholding right, Individual shall be solely responsible
      for any taxes due as a result of the payments and benefits received by
      Individual contemplated by this Separation Agreement.

     

    [Remainder
      of page intentionally left blank.]

     

     

     

    
      
        
        

      

      
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    I
      have
      read the foregoing Separation Agreement and I accept and agree to the provisions
      it contains and hereby execute it voluntarily with full understanding of its
      consequences.

     

    EXECUTED
      this 7th day of December, 2007, at Los Angeles County, California.

     

    
      	 	
              “Individual”

            
	 	 
	 	 
	 	
              /s/
                Nand Gangwaini

            
	 	
              Nand
                Gangwani

            


    

    


     

    EXECUTED
      this Seventh day of December, 2007, at Los Angeles County,
      California.

     

     

     

    
       

      
        	 	“Company”
	 	 
	 	
                Napster,
                  Inc.,

                a
                  Delaware corporation

              
	 	 
	 	 
	 	
                /s/
                  Wm.
                  Christopher Gorog 

              
	 	
                By: Chris
                  Gorog

              
	 	Its:  Chairman
                and CEO


      

      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A

     

    ACKNOWLEDGEMENT
      AND WAIVER

     

    I,
      Nand
      Gangwani, hereby acknowledge that I was given 21 days to consider the foregoing
      Employment Separation and General Release Agreement and voluntarily chose to
      sign the Employment Separation and General Release Agreement prior to the
      expiration of the 21-day period.

     

    I
      declare
      under penalty of perjury under the laws of the state of California, that the
      foregoing is true and correct.

     

    EXECUTED
      this Seventh day of December, 2007, at Los Angeles County,
      California.

     

     

    
      	 	
              /s/
                Nand Gangwaini

            
	 	
              Nand
                Gangwani

            


    

    
 

    
      
        
        

      

      
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