Employment Agreement - Loudeye Technologies Inc. and Todd Hinders


                               December 15, 2000



Todd Hinders



Dear Todd,

     On behalf of Loudeye Technologies, Inc., a Delaware corporation (the
"Company"), I am pleased to offer you the position of Vice President of Sales of
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the Company.  Speaking for myself, as well as the other members of the Company's
management team, we are all very impressed with your credentials and we look
forward to your future success in this position.

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

          1.   Position.
          ------------- 

               a.   You will become the Vice President of North American Sales
               --
                    of the Company, working out of the Company's office in
                    Seattle, Washington . You will report to the Company's 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.

 
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          2.   Start Date.  Subject to fulfillment of any conditions imposed by
               ----------
               this letter agreement, you will commence this new position with
               the Company on December 11, 2000.

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

          4.   Compensation.
          ----------------- 

               a.   Base Salary.  You will be paid a monthly salary of 
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                    $10,833.33, which is equivalent to $130,000.00 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 in March
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                    as part of the Company's normal salary review process.

               c.   Bonus.  You will receive a commission bonus of approximately
                    -----                                                      
                    $25,000.00 per quarter ($100,000.00 annually), the structure
                    of which to be determined by you and the Company's CEO.

          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 a
               total of 200,000 Nonqualified Stock Options, with 100,000 shares
               with a grant date of November 21, 2000, and the remaining 100,000
               shares will be granted in January, 2001.  Each of these options
               shall have a ten-year term and shall be exercisable at the rate
               of 12.5% of the shares quarterly on each three month anniversary
               of the Vesting Commencement Date, (which shall be November 21,
               2000), for so long as you remain an employee of or consultant to
               the Company.  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.

 
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               "Cause" for termination of your employment shall exist if you
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               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 (see para. 6 below).

               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 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.



          5.   Benefits.
          -------------

               a.   Insurance Benefits.  The Company will provide you with
               -----------------------                                    
                    standard medical and optional dental and vision insurance
                    benefits.  You will be eligible to purchase coverage for
                    your dependents under the Company's medical, dental, and
                    vision insurance program.  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.

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

               7.   Confidentiality of Terms.  You agree to follow the Company's
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                    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.

               8.   Severance Agreement. If your employment is terminated by the
               ------------------------  
                    Company or its successor for any reason other than cause, as
                    determined by the Company's Board of Directors, you will be
                    entitled to receive continuation of your base salary and
                    reimbursement of your insurance benefit expenses for six
                    months following the date of termination of your employment.

               9.   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.

 
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     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
                                                Minister of the People



ACCEPTED AND AGREED:

Todd Hinders


/s/ Todd Hinders
--------------------------------
Signature

2/26/01
--------------------------------
Date

Enclosure:  Proprietary Information and Inventions Agreement