ROXIO, INC.



                            INDEMNIFICATION AGREEMENT







         This Indemnification Agreement ("AGREEMENT") is entered into as of

_______________ by and between Roxio, Inc., a Delaware corporation (the

"COMPANY") and ___________ ("INDEMNITEE").



                                    RECITALS

                                    --------



         A.     The Company and Indemnitee recognize the significant increases

in the cost of liability insurance for directors, officers, employees, agents

and fiduciaries.



         B.     The Company and Indemnitee further recognize the substantial

increase in corporate litigation in general, subjecting directors, officers,

employees, agents and fiduciaries to expensive litigation risks at the same time

as the availability and coverage of liability insurance has been severely

limited.



         C.     Indemnitee does not regard the current protection available as

adequate under the present circumstances, and Indemnitee and other directors,

officers, employees, agents and fiduciaries of the Company may not be willing to

continue to serve in such capacities without additional protection.



         D.     The Company desires to attract and retain the services of highly

qualified individuals, such as Indemnitee, to serve the Company and, in part, in

order to induce Indemnitee to continue to provide services to the Company,

wishes to provide for the indemnification and advancing of expenses to

Indemnitee to the maximum extent permitted by law.



         E.     In view of the considerations set forth above, the Company

desires that Indemnitee be indemnified by the Company as set forth herein.



         NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:



         1.     INDEMNIFICATION.



                (a)     INDEMNIFICATION OF EXPENSES. The Company shall indemnify

Indemnitee to the fullest extent permitted by law if Indemnitee was or is or

becomes a party to or witness or other participant in, or is threatened to be

made a party to or witness or other participant in, any threatened, pending or

completed action, suit, proceeding or alternative dispute resolution mechanism,

or any hearing, inquiry or investigation that Indemnitee in good faith believes

might lead to the institution of any such action, suit, proceeding or

alternative dispute resolution mechanism, whether civil, criminal,

administrative, investigative or other, including without limitation, any action

by or in right of the Company, (hereinafter a "CLAIM") by reason of (or arising

in part out of) any event or occurrence related to the fact that Indemnitee is

or was a director, officer, employee, agent or fiduciary of the Company, or any

subsidiary of the Company, or is or was

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serving at the request of the Company as a director, officer, employee, agent or

fiduciary of another corporation, partnership, joint venture, trust or other

enterprise, or by reason of any action or inaction on the part of Indemnitee

while serving in such capacity (hereinafter an "INDEMNIFIABLE EVENT") against

any and all expenses (including attorneys' fees and all other costs, expenses

and obligations incurred in connection with investigating, defending, being a

witness in or participating in (including on appeal), or preparing to defend, be

a witness in or participate in, any such action, suit, proceeding, alternative

dispute resolution mechanism, hearing, inquiry or investigation), judgments,

fines, penalties and amounts paid in settlement (if such settlement is approved

in advance by the Company, which approval shall not be unreasonably withheld) of

such Claim and any federal, state, local or foreign taxes imposed on Indemnitee

as a result of the actual or deemed receipt of any payments under this Agreement

(collectively, hereinafter "EXPENSES"), including all interest, assessments and

other charges paid or payable in connection with or in respect of such Expenses.

Such payment of Expenses shall be made by the Company as soon as practicable but

in any event no later than five days after written demand by Indemnitee therefor

is presented to the Company.



                (b)     MANDATORY PAYMENT OF EXPENSES. Notwithstanding any other

provision of this Agreement other than Section 9 hereof, to the extent that

Indemnitee has been successful on the merits or otherwise, including, without

limitation, the dismissal of an action without prejudice, in defense of any

action, suit, proceeding, inquiry or investigation referred to in Section (1)(a)

hereof or in the defense of any claim, issue or matter therein, Indemnitee shall

be indemnified against all Expenses incurred by Indemnitee in connection

therewith.



                (c)     ACTIONS WHERE INDEMNITEE IS DECEASED. If the Indemnitee

is a person who was or is a party or is threatened to be made a party to any

proceeding by reason of the fact that he was or is a director, officer,

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