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Employment Agreement - Loudeye Corp. and Michael Harburg

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June 16, 2003

Mr. Michael Harburg
18446 40th Place NE
Seattle, WA  98155

Dear Mike:

On behalf of Loudeye Corp., a Delaware corporation (the "Company"), I am pleased
to offer you the position of Chief Technology Officer. Speaking for myself, as
well as the other members of the Company's management team and board of
directors, we are very much looking forward to having you on the Loudeye team in
that capacity.

The terms of your new position with the Company are outlined below:

      1.    Position.

            a.    You will be the Chief Technology Officer, working out of the
                  Company's headquarters in Seattle, Washington. At present, you
                  will report to the 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 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,
                  and 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 is designed to prevent you from
                  accepting speaking or presentation engagements consistent with
                  Loudeye's business plan 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. Please seek my approval before
                  accepting a speaking or presentation engagement.
Michael Harburg
July 31, 2003
Page 2 of 4

      2.    Start Date. Subject to fulfillment of any conditions imposed by the
            accompanying Employment Agreement, you will commence this new
            position with the Company on June 16, 2003.

      3.    Proof of Right to Work. For purposes of federal immigration law, you
            are required to provide to the Company documentary evidence of your
            identity and eligibility for employment in the United States.

      4.    Compensation.

            a.    Base Salary. You will be paid a monthly salary of $14,583.33
                  which is equivalent to $175,000 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.    Signing Bonus. We are pleased to offer you a signing bonus of
                  $37,000. This bonus will be paid to you in one installment
                  within your first month of employment. Please note that this
                  signing bonus will be considered taxable income and payroll
                  taxes will be withheld. In the unlikely event that you leave
                  the Company of your own volition within 12 months of your
                  start date, you will be responsible for reimbursement to the
                  Company of the entire signing bonus. You hereby authorize the
                  Company to withhold this amount from any monies owed to you
                  upon the severance of your employment.

            c.    Other Bonus. You will be eligible to receive a bonus of up to
                  a maximum of Thirty Percent (30%) of your base salary (the
                  "Target Bonus Amount"). The Target Bonus Amount shall be
                  subdivided into two separate performance specific targeting
                  bonus amounts which shall be awarded based upon the following:

                  (i)   Revenue: Fifteen Percent (15%) of the Target Bonus
                        Amount shall be earned upon the Company delivering
                        results in which revenue exceeds the Board of Directors'
                        approved revenue plan, by not less than Ten Percent
                        (10%) over the immediately preceding quarter. The
                        measurement of this shall commence in the first quarter
                        of 2003.

                  (ii)  Operational Breakeven: Fifteen Percent (15%)of the
                        Target Bonus Amount shall be earned at such time as the
                        Company achieves EBIT for the applicable quarter.
Michael Harburg
July 31, 2003
Page 3 of 4

            d.    Annual Review. Your base salary will be reviewed annually as
                  part of the Company's normal salary review process.

            e.    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 of 80,000
                  Incentive Stock Options was issued on May 9, 2003. You will be
                  eligible to receive an additional 60,000 Incentive Stock
                  Options once you have met defined and agreed upon individual
                  performance metrics. These performance objectives will be
                  determined by you and the CEO. You are also eligible to
                  receive an additional 30,000 Incentive Stock Options once the
                  Company achieves operational cash flow positive performance
                  for any quarter. And finally, you are eligible to receive an
                  additional 30,000 Incentive Stock Options upon the Company
                  delivering results in which revenue exceeds the Board of
                  Directors' approved revenue plan over two consecutive
                  quarters. The vesting of these options will accelerate in the
                  event of a change of control, to be defined by the board of

      5.    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.

      6.    Confidentiality of Terms. The Company maintains your personnel file,
            including information about your salary and benefits, in a private
            and confidential manner. Our policy to protect the privacy of such
            information is enhanced when you keep the information confidential.

      7.    At-Will Employment. 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.

This letter summarizes the general terms and conditions of your potential
employment with the Company and is provided as a courtesy. The accompanying
Employment Agreement and the Proprietary Information and Inventions Agreement
set forth the proposed contractual terms of your employment with the Company and
supersede any prior representations or agreements, whether written or oral. To
indicate your acceptance of the Company's offer, please sign and date the
accompanying Employment Agreement and return it to me, along with a signed and
dated copy of the Proprietary Information and Inventions Agreement, at your
earliest convenience.
Michael Harburg
July 31, 2003
Page 4 of 4

Mike, I am delighted to be able to extend you this offer and we all look forward
to working with you in your new capacity.

Very truly yours,

Jeffrey Cavins
President and CEO

Enclosures: Employment Agreement
            Proprietary Information and Inventions Agreement