Employment Agreement - MP3.com Inc. and Robin Richards


                                  MP3.COM, INC.


January 6, 1999

Robin Richards

--------------------

--------------------

RE: EMPLOYMENT TERMS

Dear Robin:

MP3.com, Inc., a Delaware corporation, (the "Company") is pleased to offer you
the position of Chief Operating Officer and President, on the following terms.

You will serve as Chief Operating Officer and President and will be responsible
for such duties as are normally associated with such position or as otherwise
determined by the Chief Executive Officer of the Company. You will report to
Michael Robertson, the Chief Executive Officer of the Company. You will work at
our facility located in San Diego. Of course, the Company may change your
position, duties, and work location from time to time as it deems necessary.

You will become a member of the Board of Directors of the Company, with full
voting powers, and the current Directors of the Company intend to take whatever
action may be required in order to have you appointed or elected to the Board.
You acknowledge, however, that Board membership is not a condition of your
employment, and you may be removed from the Board at any time in accordance with
the Bylaws of the Company. Removal from the Board shall not constitute
termination of your employment relationship.

Your compensation will be $20,000 per month, less payroll deductions and all
required withholdings. You will be paid semi-monthly and you will be eligible
for standard benefits, such as medical insurance, sick leave, vacations and
holidays, according to standard Company policy as may be adopted by the Company
from time to time. Details about these benefits will be provided in an Employee
Handbook and in Summary Plan Descriptions, which will be prepared by the Company
and made available for your review in due course. Your cash compensation will
accrue and will not be actually issued to you until after the closing of the
currently pending venture capital financing involving Sequoia Capital, or upon
the closing of a similar financing deal in the event that the Sequoia financing
fails to close.

Upon commencement of employment with the Company pursuant to this letter, and
subject to approval by the Company's Board of Directors, you will be granted an
Incentive Stock


Robin Richards
January 5, 1999
Page 2

Option to purchase one million six hundred twenty-five thousand (1,625,000)
shares of the Common Stock of the Company under the Company's 1998 Equity
Incentive Plan (the "Plan"). This number of shares is based on a calculation of
five percent (5%) of the thirty-two million five hundred thousand (32,500,000)
shares which will be actually issued or reserved after the anticipated closing
of Sequoia Capital financing. If the Sequoia Capital financing fails to close
and the capitalization of the company is altered in connection with a
substantially similar replacement financing, the number of shares to be issued
to you, and the vesting schedule described below, will be adjusted to maintain
your equity interest at five percent. The exercise price per share of the
Incentive Stock Option will be equal to the fair market value of the Common
Stock on the date you commence your employment with the Company, as determined
in good faith by the Company's Board of Directors. The current fair market value
of the Common Stock of the Company is estimated to be approximately $.16 per
share.

The shares of Common Stock subject to your Incentive Stock Option will be
subject to vesting over four years so long as you continue to be employed with
the Company, according to the following schedule: one hundred sixty-two thousand
five hundred (162,500) of such shares will vest on the date you commence
employment with the Company pursuant to this letter; an additional thirty
thousand four hundred sixty-nine (30,469) of such shares will vest as of the end
of each monthly period thereafter, except for the last vesting date, on which
thirty thousand four hundred fifty-seven (30,457) of such shares will vest. In
addition to the foregoing, in the event your employment with the Company is
terminated by the Company for any reason, the vesting of your option will be
accelerated such that, in addition to the number of shares that have vested
pursuant to the schedule above as of the date of such termination, ten percent
(10%) of the then unvested shares will vest as of the date of such termination.
Further, upon completion of the Company's initial public offering, in addition
to the number of shares that have vested pursuant to the schedule above as of
the date of such offering, twenty percent (20%) of the then unvested shares will
vest as of the date of such offering. Additionally, all of your unvested shares
shall vest upon a merger, reverse merger, or sale of substantially all of the
assets of the Company.

The specific terms and conditions of your Incentive Stock Option to purchase
shares of the Common Stock of the Company will be set forth in an Incentive
Stock Option Agreement between you and the Company. Such agreement shall be in
substantially the form approved by the Board of Directors of the Company for use
with the Plan, modified as necessary to appropriately reflect the provisions
outlined above, and will be executed after you commence your employment with the
Company.

As a Company employee, you will be expected to abide by Company rules and
regulations, and acknowledge in writing that you have read the Company's
Employee Handbook (once 


Robin Richards
January 5, 1999
Page 3

it has been made available to you). As a condition of employment, you will be
required to sign and comply with a Proprietary Information and Inventions
Agreement, a copy of which is attached hereto as Exhibit A, which, among other
things, prohibits unauthorized use or disclosure of Company proprietary
information.

Normal working hours are from 8:30 a.m. to 5:30 p.m., Monday through Friday. As
an exempt salaried employee, you will be expected to work additional hours as
required by the nature of your work assignments.

You may terminate your employment with the Company at any time and for any
reason whatsoever simply by notifying the Company. Likewise, the Company may
terminate your employment at any time and for any reason whatsoever, with or
without cause or advance notice. This at-will employment relationship cannot be
changed except in a writing signed by a Company officer.

The employment terms in this letter supersede any other agreements or promises
made to you by anyone, whether oral or written, and comprise the final, complete
and exclusive agreement between you and the Company. As required by law, this
offer is subject to satisfactory proof of your right to work in the United
States.

Please sign and date this letter, and return it to me as soon as possible if you
wish to accept employment at the Company under the terms described above. If you
accept our offer, we would like you to commence your employment with us on
_______________________.



Robin Richards
January 5, 1999
Page 4

We look forward to your favorable reply and to a productive and enjoyable work
relationship.


Sincerely,

MP3.COM, INC.

By: /s/ MICHAEL ROBERTSON
    --------------------------------
    Michael Robertson
    Chief Executive Officer


ACCEPTED BY:
/s/ ROBIN RICHARDS
------------------------------------
Robin Richards
1/6/99                                   Start Date 1/11/99
------------------------------------
Date