FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("Amendment") dated as of
October 25, 2001, is made and entered into between U.S. BANK NATIONAL
ASSOCIATION, a national banking association ("U.S. Bank") and LOUDEYE
TECHNOLOGIES, INC., a Delaware corporation ("Borrower"). Words and phrases with
initial capital letters shall have the meanings given to them in Article I of
this Amendment.

                                    RECITALS:

        A. As of August 22, 2001, U.S. Bank and Borrower entered into that
certain credit agreement (together with all supplements, exhibits, modifications
and amendments thereto, the "Credit Agreement"), whereby U.S. Bank agreed to
make a Revolving Loan to Borrower on the terms and conditions set forth therein.

        B. Borrower and U.S. Bank have agreed to amend the Credit Agreement as
set forth in this Amendment.

        NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:

ARTICLE I. DEFINITIONS AND AMENDMENT

        1.1 TERMS DEFINED

        As used herein, capitalized terms shall have the meanings given to them
in the Credit Agreement, except as otherwise defined herein, or as the context
otherwise requires.

        1.2 INCORPORATION OF RECITALS

        The foregoing recitals are incorporated into this Amendment by
reference.

        1.3 AMENDMENT

        The Credit Agreement is hereby amended as set forth herein. Except as
specifically provided herein, all of the terms and conditions of the Credit
Agreement shall remain in full force and effect throughout the term of the
Revolving Loan, and any extensions or renewals thereof.

ARTICLE II. REVOLVING LOAN

        2.1 LOAN COMMITMENT

        Section 2.1 of the Credit Agreement is amended to change the dollar
amount stated in Section 2.1 from $15,000,000 to $19,000,000.



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        2.2 REVOLVING NOTE

        The Revolving Loan is evidenced by the Revolving Note dated as of August
22, 2001. Borrower and U.S. Bank agree that the Revolving Note shall be amended
to change the principal sum from $15,000,000 to $19,000,000 and to increase the
annual fee described in paragraph 6 of the Revolving Note to $23,750 from
$18,750.

ARTICLE III. LETTERS OF CREDIT

        3.1 COMMITMENT

        Section 3.1 of the Credit Agreement is amended to change the dollar
amount stated in Section 3.1 from $1,000,000 to $2,000,000.

ARTICLE IV. EVENTS OF DEFAULT; REMEDIES

        4.1 EVENTS OF DEFAULT

        Section 9.1(j) of the Credit Agreement is amended to change the dollar
amount stated in Section 9.1(j) from $25,000,000 to $30,000,000.

ARTICLE V. CONDITIONS PRECEDENT

        The effectiveness of this Amendment is subject to fulfillment, to the
satisfaction of U.S. Bank, of the following conditions:

        (a) U.S. Bank shall have received this Amendment duly executed and
delivered by the Borrower.

        (b) U.S. Bank shall have received, duly executed and delivered by
Borrower, a First Amendment to the Security Agreement in the form attached
hereto as Exhibit A.

        (c) U.S. Bank shall have received such evidence deemed necessary by U.S.
Bank that its security interest in the Collateral constitutes a first priority
and exclusive security interest.

        (d) No Default or Event of Default has occurred and is continuing.

        (e) All representations and warranties of Borrower contained in the
Credit Agreement or in this Amendment or otherwise made in writing in connection
with the Credit Agreement or this Amendment shall be true and correct in all
material respects with the same effect as though such representations and
warranties had been made on and as of the date of this Amendment.

        (f) U.S. Bank shall have received such other statements, opinions,
certificates, documents, and information with respect to the matters
contemplated by this Amendment as it may reasonably request.



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        (g) Borrower shall have paid and U.S. Bank shall have received a
non-refundable fee in the amount of $5,000 for increasing the Revolving Loan.

ARTICLE VI. GENERAL PROVISIONS

        6.1 REPRESENTATIONS AND WARRANTIES

        The Borrower represents and warrants to the U.S. Bank that as of the
date of this Amendment, there exists no Default or Event of Default. All
representations and warranties of the Borrower contained in the Credit Agreement
and the other Loan Documents, or otherwise made in connection therewith or
herewith, are true and correct as of the date of this Amendment.

        6.2 SECURITY

        The parties hereto agree that all Loan Documents, including without
limitation the Security Agreement, and all financing statements, (a) shall
remain in full force and effect, (b) shall secure the Revolving Loan, and all
other obligations of the Borrower to the U.S. Bank under the Credit Agreement
and the other Loan Documents, and (c) are enforceable without defense, offset,
counterclaim, or claim of recoupment.

        6.3 COUNTERPARTS

        This Amendment may be executed in one or more counterparts, each of
which shall constitute an original agreement, but all of which together shall
constitute one and the same agreement.

        6.4 STATUTORY NOTICE

        ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.



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        IN WITNESS WHEREOF, the U.S. Bank and the Borrower have caused this
Amendment to be executed by their respective duly authorized agents or officers,
to be effective as of October 25, 2001.

                                            LOUDEYE TECHNOLOGIES, INC., a
                                            Delaware corporation


                                            By: /s/ Bradley A. Berg
                                               ---------------------------------

                                            Its: Senior Vice President and
                                                 Chief Financial Officer
                                                --------------------------------

                                            U.S. BANK NATIONAL ASSOCIATION


                                            By: /s/ Kenneth Plank
                                               ---------------------------------

                                            Its: Vice President
                                                --------------------------------



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Source: OneCLE Business Contracts.