Employment Agreement - Loudeye Technologies Inc. and John Shaw


                               [LOGO OF LOUDEYE]
                                        

                                        April 4, 2001


John Shaw
11728 Wilshire Blvd., B-1411
Los Angeles, Calif.  90025

Dear John,

     On behalf of Loudeye Technologies, Inc., a Delaware corporation (the
"Company"), I am pleased to offer you the position of Vice President, Corporate
Communications of the Company. Speaking for myself, as well as the other members
of the Company's management team, we are very much looking forward to having you
on the Loudeye team.

     The terms of your new position with the Company are as set forth below:

          1.   Position.

               a.   You will be the Vice President, Corporate Communications of
                    the Company, working out of the Company's headquarters in
                    Seattle, Washington. You will report to the President and
                    CEO.

               b.   You agree to the best of your ability and experience that
                    you will at all times loyally and conscientiously perform
                    all of the duties and obligations required of and from you
                    pursuant to the express and implicit terms hereof, and to
                    the reasonable satisfaction of the Company. During the term
                    of your employment, you further agree that you will devote
                    all of your business time and attention to the business of
                    the Company, the Company will be entitled to all of the
                    benefits and profits arising from or incident to all such
                    work services and advice, you will not render commercial or
                    professional services of any nature to any person or
                    organization, whether or not for compensation, without the
                    prior written consent of the Company's Board of Directors,
                    and you will not directly or indirectly engage or
                    participate in any business that is competitive in any
                    manner with the business of the Company. Nothing in this
                    letter agreement will prevent you from accepting speaking or
                    presentation engagements in exchange for honoraria or from
                    serving on boards of charitable organizations, or from
                    owning no more than one percent (1%) of the outstanding
                    equity securities of a corporation whose stock is listed on
                    a national stock exchange.

          2.   Start Date.  Subject to fulfillment of any conditions imposed by
               this letter agreement, you will commence this new position with
               the Company on April 9, 2001.

 
April 4, 2001
Page 2

          3.   Proof of Right to Work.  For purposes of federal immigration law,
               you will be required to provide to the Company documentary
               evidence of your identity and eligibility for employment in the
               United States. Such documentation must be provided to us within
               three (3) business days of your Start Date, or our employment
               relationship with you may be terminated.

          4.   Compensation.

               a.   Base Salary.  You will be paid a monthly salary of
                    $12,500.00, which is equivalent to $150,000.00 on an
                    annualized basis. Your salary will be payable in two equal
                    payments per month pursuant to the Company's regular payroll
                    policy (or in the same manner as other employees of the
                    Company).

               b.   Annual Review.  Your base salary will be reviewed annually
                    as part of the Company's normal salary review process and at
                    the discretion of President and CEO and approved by the
                    Board of Directors.

               c.   Annual Bonus.  You are eligible to receive an annual bonus
                    of up to $45,000.00 (or 30% of your base salary) which will
                    be determined at the discretion of the President and CEO and
                    approved by the Board of Directors, based on the achievement
                    of objectives met by the Company and those set forth for you
                    based on individual performance.

          5.   Stock Options.  You will be eligible to participate in any stock
               option or other incentive programs available to officers or
               employees of the Company. Your initial grant amount will be
               issued on your Start Date and will total 187,000 Nonqualified
               Stock Options. This grant shall have a ten-year term and shall be
               exercisable at the rate of 18.75% of the shares on the nine month
               anniversary from your Vesting Commencement Date, which shall be
               your Start Date, and quarterly thereafter at a rate of 6.25% of
               the total number of options every quarter until fully vested 
               (pro-rated for any periods less than a full calendar quarter). 
               The exercise price per share of your Initial Option Grant will be
               equal to the Company's closing common stock price on your Start
               Date.

          6.   Change of Control.  If the Company experiences a change in
               control and effective upon the closing of the change of control,
               the vesting and exercisability of these options will accelerate
               with respect to 50% of the total number of shares originally
               subject to these options. The amount of vesting acceleration in
               the preceding sentence is in addition to any vesting acceleration
               that applies to the options under the terms of the Company's
               stock plan, provided that except as set forth in the following
               sentence, the maximum number of shares that may be accelerated
               shall not exceed 50% of the total number of shares originally
               subject to the options. In addition, if you are terminated
               without Cause or you resign for Good Reason within twelve months
               after a change in control, vesting will accelerate with respect
               to 100% of the shares underlying these options.

 
April 4, 2001
Page 3

               "Cause" for termination of your employment shall exist if you
               willfully fail to substantially perform your duties and
               responsibilities to the Company, have repeated unexplained or
               unjustified absences from the Company, commit any act of fraud,
               embezzlement, dishonesty or other willful misconduct that causes
               or would likely cause material injury to the Company, use or
               disclose without authorization any proprietary information or
               trade secrets of the Company (or other parties to whom you owe an
               obligation of confidentiality as a result of your relationship
               with the Company), or willfully breach your obligations under any
               agreement with the Company including the Confidentiality
               Agreement.

               You will be considered to resign for "Good Reason" if you resign
               your employment with the Company within 30 days following a
               material reduction in your job responsibilities, duties,
               reporting structure or title (provided that neither a change in
               title nor reassignment following a change of control to a
               position substantially similar to the position you held prior to
               the change of control constitutes such a reduction), without your
               approval the Company requires you to change your place of work to
               a location more than 35 miles from your work place prior the
               change of control, or a material reduction in your then-current
               base salary (provided that an across the board reduction in
               salaries of all other similarly-placed employees by the same
               percentage as part of a general salary reduction does not
               constitute such a salary reduction).

               For purposes of the preceding two paragraphs, the term "Company"
               shall be interpreted to include affiliates and successors to the
               Company, if appropriate.

          7.   Benefits.  The Company will provide you and your dependents with
               standard medical and optional dental and vision insurance
               benefits. The Company will subsidize 100% of these premiums. In
               addition, the Company currently indemnifies all officers and
               directors to the maximum extent permitted by law, and you will be
               requested to enter into the Company's standard form of
               Indemnification Agreement giving you such protection. Pursuant to
               the Indemnification Agreement, the Company will agree to advance
               any expenses for which indemnification is available to the extent
               allowed by applicable law. You will also be eligible to
               participate in all standard employee benefits including the
               following: 17 general vacation/sick/personal days; 8 paid
               Holidays; the Company's 401K plan; Employee Stock Purchase
               Program; Short and Long Term Disability plans; Soft Dollar "Life
               Enhancement" plan; and the Company's Flexible Spending Account
               plan. Also, in addition to the $150,000.00 of employer paid Life
               and AD&D insurance, you are also eligible to apply for voluntary
               Life insurance and will receive a guarantee issue of $50,000.00
               if you elect coverage. If you complete and pass a medical
               questionnaire and possible medical exam, you are eligible to
               receive up to $300,000.00 upon approval.

          8.   Proprietary Information and Inventions Agreement.  Your
               acceptance of this offer and commencement of employment with the
               Company is contingent upon the execution, and delivery to an
               officer of the Company, of the Company's Proprietary Information
               and

 
April 4, 2001
Page 4

               Inventions Agreement, a copy of which is enclosed for your review
               and execution (the "Confidentiality Agreement"), prior to or on
               your Start Date.

          9.   Confidentiality of Terms.  You agree to follow the Company's
               strict policy that employees must not disclose, either directly
               or indirectly, any information, including any of the terms of
               this agreement, regarding salary, bonuses, or stock purchase or
               option allocations to any person; provided, however, that you may
               discuss such terms with members of your immediate family and any
               legal, tax or accounting specialists who provide you with
               individual legal, tax or accounting advice.

          10.  Severance Agreement.  If your employment is terminated by the
               Company or its successor for any reason other than Cause, as
               reasonably determined by the Company's Board of Directors, or if
               you resign for Good Reason, you will be entitled to receive
               continuation of your base salary and reimbursement of your
               insurance benefit expenses for six (6) months following the date
               of termination of your employment.

          11.  At-Will Employment.  Notwithstanding the Company's obligation
               described in Section 8 above, your employment with the Company
               will be on an "at will" basis, meaning that either you or the
               Company may terminate your employment at any time for any reason
               or no reason, without further obligation or liability.

          12.  Relocation Bonus.  You will be able to expense the reasonable
               direct costs associated with your relocation to Seattle from Los
               Angeles. In addition, you will be permitted to expense reasonable
               temporary housing and travel expenses to the Company for the
               estimated one-month transition period until your relocation is
               complete. It is anticipated that these expenses would not exceed
               $15,000.

 
April 4, 2001
Page 5

     John, we are all delighted to be able to extend you this offer and look
forward to working with you. To indicate your acceptance of the Company's offer,
please sign and date this letter in the space provided below and return it to
me, along with a signed and dated copy of the Proprietary Information and
Inventions Agreement. This letter, together with the Proprietary Information and
Inventions Agreement, sets forth the terms of your employment with the Company
and supersedes any prior representations or agreements, whether written or oral.
This letter may not be modified or amended except by a written agreement, signed
by the Company and by you.


                                        Very truly yours,


                                        LOUDEYE TECHNOLOGIES

                                        /s/ Tiffany Baird
 
                                        Tiffany Baird
                                        Vice President, Human Resources


ACCEPTED AND AGREED:

John Shaw

         /s/ John Shaw
--------------------------------
Signature

         April 4, 2001
--------------------------------
Date

Enclosure:  Proprietary Information and Inventions Agreement