Sample Business Contracts

Encoding Services and Compact Disc Purchase Agreement [Addendum No. 1] - Loudeye Technologies Inc. and XM Satelite Radio Inc.

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                              AGREEMENT ADDENDUM

This first addendum ("Addendum No. 1") is effective October 10, 2000 ("First
Addendum Date") and amends and supercedes the related timelines and pricing set
forth in the Encoding Services and Compact Disc Purchase Agreement (the
"Agreement") entered into on August 25th, 2000 between Loudeye Technologies
(Loudeye) and XM Satellite Radio (XM).

Delivery Schedule
The delivery of media files, cover art scans and associated data from Loudeye to
XM is to be completed as stated below. The delivery schedule below will replace
the schedule in Exhibit C of the Agreement.

   .  [  *  ] deliveries of approximately [  *  ] cds ([  *  ]) beginning
      [  *  ].

   .  Deliveries will be shipped on [  *  ] for [  *  ] delivery at XM Radio.

   .  Deliveries will consist of approximately [  *  ] DLT 7000 tapes in
      [  *  ].

   .  Last delivery date will be [  *  ].

Blueline Delivery Schedule
To replace the Blueline Acceptance Test in Section 3.1 of the Agreement.

   .  XM will receive the new Blueline files on [  *  ]

   .  XM will provide feedback within [  *  ] (on or before [  *  ])

Cover Art Scans
Pricing. Loudeye will provide cover art scans for all CD titles to be encoded
according to the specifications in Exhibit A to this Addendum No. 1. The pricing
for these scans are in addition to the pricing terms set forth in Section 4.2 of
the Agreement. Cover art scans will be [  *  ] per CD title and include only
the front cover.

Terms. Loudeye will invoice XM for cover art scans on [  *  ]. XM shall pay
all sums of such invoice within [  *  ] days of XM's receipt of the invoice.

DLT Provisioning
Pricing.  [  *  ] per DLT.  Loudeye will include cost of DLTs to XM with each
[  *  ] invoice for encoding services performed.  This shall be due according
to the terms set forth in the contract.

     Other than as set forth above, the remainder of the Agreement shall remain
unmodified and in full force and effect.

     The parties have executed this Addendum to the Agreement as of the First
Addendum Date provided above.


By: /s/ James Van Kerkove             By: /s/ John R. Wormington
   -------------------------------       -----------------------------------
Name: /s/ Jim Van Kerkove             Name: John R. Wormington
     -----------------------------         ---------------------------------
Title: Vice President, Production     Title: SVP, Engineering and Operations
      ----------------------------           -------------------------------
Address:  414 Olive Way, Suite 300    Address: 1500 Eckington Pl., NE
          Seattle, WA  98101                  ------------------------------
                                               Washington, DC  20002

                                   Exhibit A
           Agreement Addendum:  XM Satellite Technical Requirements

Scanned Cover Art
Loudeye will provide the front CD cover art in JPEG format in 2 sizes at 72dpi:
Standard size:        175x 175
Thumbnail size:       75 x 75

File Naming Conventions
Scan filenames follow the following naming convention:


     Example:  001001_175_175_72_front.jpg

Directory Structure and File Delivery

          /masterbarcode/scan/...    // first CD scan files

Loudeye will backup and deliver all content to XM on DLT 7000 Tapes formatted
for NTFS.

For Loudeye Technologies Development

/s/ Mark Horn

For XM Technical Development

/s/ Anthony J. Masiello