FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment (the "Amendment") effective October 29, 2004 (the "Effective Date") to that certain EMPLOYMENT AGREEMENT, dated December 5, 2003 (the "Agreement"), by and between LOUDEYE CORP., a Delaware...

EXHIBIT 10.1


                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

This First Amendment (the "Amendment") effective October 29, 2004 (the
"Effective Date") to that certain EMPLOYMENT AGREEMENT, dated December 5, 2003
(the "Agreement"), by and between LOUDEYE CORP., a Delaware corporation (the
"Company" or "Loudeye"), and XXXXXXX XXX (the "Executive"). The Company and the
Executive are hereinafter collectively referred to as the "Parties" and
individually referred to as a "Party."

The Parties hereto agree as follows:

ALL REFERENCES TO "CHAIRMAN AND CHIEF STRATEGY OFFICER OF THE COMPANY" ARE
HEREBY SUPERSEDED AND REPLACED WITH "CHAIRMAN OF THE BOARD OF DIRECTORS."

All other terms and conditions of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this First Amendment as of the
Effective Date.

EXECUTIVE:                              LOUDEYE CORP.


/s/ Xxxxxxx Xxx                         /s/ Xxxx Xxxxxx
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Xxxxxxx Xxx                             Xxxx Xxxxxx
                                        President and CEO