Lawrence Jacobson                                               February 1, 2001

Dear Larry:

As you know, I am extremely pleased to offer you employment at RealNetworks,
Inc. (RN) as Chief Operating Officer with responsibility for the functions
described below. Your start date is on or around Monday, February 12, 2001.

This offer is for a full-time, exempt, regular position with RN. While employed
at RealNetworks, you will report to the CEO and perform such duties and
responsibilities as are directed by RN. Without limiting the foregoing, during
your first two years of your employment, unless you and RN's CEO agree
otherwise, your responsibilities will include overseeing at least four of the
following areas (or their functional equivalents): Systems, Consumer,
International, Corporate Development, Human Resources and Corporate

While you are employed by RN you agree to devote your best efforts, energies,
and skill to the discharge of your duties and responsibilities and to devote all
of your working time and attention exclusively to the business and affairs of
RN; provided that, this shall not preclude you from performing consulting
services to Ticketmaster (no more than 50 hours annually and no more than 5
hours in any week) pursuant to your agreement with Ticketmaster. With the
exception of your consulting work for Ticketmaster, you agree that you will not
engage in any other gainful employment, business or business activity (other
than personal investments that do not detract from your duties hereunder) during
your employment without the written consent of RN. You further agree that you
will not take personal advantage of any business opportunities that arise during
your employment and that may benefit the company.

You will be paid a monthly salary, which is equivalent on an annualized basis to
$350,000 (subject to normal withholdings). Your salary will be payable subject
to our normal payroll procedures. You are eligible to earn an annual bonus of up
to $350,000, based on MBO target goals to be mutually agreed on by you and the
CEO, and earned and payable as of the end of each completed year of employment.

You will also earn equity in RN under the terms of RN's 1996 Stock Option Plan.
Upon the start of your employment, you will be eligible for options on 1,000,000
shares, which will begin vesting on your hire date according to the seven year
vesting schedule (described in Attachment A). With the exception of the vesting
schedule, your rights and obligations with regard to your stock options shall
otherwise be governed by and subject to the terms of the Plan. Your stock
options will be granted on the last NASDAQ stock trading day ("Grant Date") of
the calendar week in which the first day of your employment occurs. The exercise
price of the stock options granted to you shall be equal to the fair market
value of RN's Common Stock on the Grant Date. Fair market value shall equal the
last sales price for shares of RN's Common Stock on the Grant Date as reported
by the NASDAQ National Market. Please be aware that unvested stock is forfeited
upon termination of employment.

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You will receive paid vacation, paid holidays, paid sick leave and, upon
satisfaction of any eligibility or waiting requirements, medical/dental
coverage, 401K participation, disability and life insurance coverage, employee
stock purchase plan participation and other benefits ("Benefits") as described
in the RN Employee Handbook, Benefit Plan descriptions, and RN policies, as they
may be amended from time to time. All of these Benefits are subject to change
upon notice from RN.

You are regarded as a key employee under certain federal regulations governing
family and medical leave. This status will require that you work closely with us
in planning if you develop a need for family or medical leave.

RN will make the following payments to you in connection with your relocation:
(1) Up to two, four day house hunting trips, if needed, for you and your
immediate family, including coach airfare, accommodations, and reimbursement for
your reasonable car rental, food, and incidental expenses. RN will arrange for a
realtor or apartment finder to show you different neighborhoods in Seattle and
assist you with purchasing or renting a new residence; and (2) your actual costs
of moving up to 3 vehicles and 30,000 pounds of personal goods to Seattle; and
(3) your monthly rental expenses for temporary housing until you find permanent
housing, for a maximum period of six months. RN will reimburse these costs upon
your submission of receipts or other appropriate documentation. In addition, you
will receive your choice of (a) a relocation bonus of $100,000, or (b) our
standard executive relocation benefit (the "Prudential plan"). Some or all of
these payments may be taxable income. If you terminate your employment with RN
within 12 months of your start date in this position, or if RN terminates your
employment for "Cause" ("cause" being defined in RN's 1996 Stock Option Plan),
you agree to reimburse RN for the entire amount of the payments described above
and you authorize RN to deduct from your final paycheck any amounts remaining
due to RN as of your termination date. Relocation assistance will begin once RN
receives your signed offer letter.

It is our policy that employees are not to use or disclose confidential
information or trade secrets obtained from any source or during any prior
employment. RN requires employees to abide by all contractual and legal
obligations they may have to prior employers or others, such as limits on
disclosure of information, or competition. Prior to signing this agreement, you
must inform us if you are subject to any such obligations. Violation of this
requirement may result in termination of your employment with RN. By signing
this letter you further agree that you will not bring any confidential documents
of another, nor disclose any confidential information of another, and will in
all ways abide by these requirements.

Our employment relationship will be terminable at will, which means that either
you or RN may terminate your employment at any time and for any reason or no
reason, subject only to the provisions below describing your obligation to
provide RN with notice, and RN's obligation to make certain payments if RN
terminates your employment for reasons other than for Cause. Your right to
receive these payments and the accelerated vesting and further payments and
benefits described below are subject to and conditioned upon your signing a
valid general and complete release of all claims (except those relating to RN's
payment obligations under this letter agreement) against RN (and its related
entities and persons) in a form provided by RN.

If RN terminates you for reasons other than for Cause on or before your
completion of 18 months of employment, you will be paid an amount equal to two
years' base salary minus the base salary you have already received as of the
effective date of your termination. If RN terminates your employment for reasons
other than for Cause after your first eighteen months of employment, RN
<PAGE>   3

will pay you an amount equal to six months' of your base salary. Any
payments made under this paragraph shall be payable at normal payroll intervals,
subject to all applicable withholdings and deductions, unless otherwise mutually
agreed to in writing by you and RN.

In addition, in the event that RN terminates your employment for reasons other
than for Cause on or before your completion of 24 months of employment, you will
receive, at RN's election, one of the following (1) an acceleration of the stock
options you would have vested at 18 and 24 months; (2) cash equivalent to the
fair market value of the options that would have vested at 18 and 24 months; or
(3) an effective termination date of your 24 month anniversary, thereby allowing
you to exercise the options that vest at 18 and 24 months, provided that, with
the exception of any one-time payment made under the succeeding sentence, if RN
elects to postpone your effective termination date you will not receive any
additional compensation or Benefits other than your options under (3) and your
salary payments described in the preceding paragraph. In the event that the sum
of your cumulative salary, bonus and other payments which you have received or
to which you have become entitled since the beginning of your employment, and
the fair market value of the option elected by RN pursuant to this paragraph is
less than $2,000,000, RN will pay you the difference in the form of a one-time
payment, subject to applicable deductions. In the case of RN's election of
option (2) or (3), fair market value shall be calculated by multiplying the
number of options by the difference between the last sales price for shares of
RN's common stock on the last NASDAQ stock trading day prior to the date of RN's
notice of your termination of employment and the Exercise Price.

In the event that RN terminates your employment for reasons other than for Cause
at any time after 24 months but during your first 4 years, and the sum of your
bonus payments through the first two years and the fair market value of any
vested exercised or unexercised options as of the effective date of termination
is less than $1.3 million, RNH will pay you the difference in the form of a
one-time payment subject to applicable deductions.

You agree that you will provide RN twelve months notice prior to you terminating
your employment during the first 12 months of your employment, and six months
notice prior to you terminating your employment anytime thereafter. If you quit
or are terminated by RN for Cause, you will receive as your sole compensation
your base salary and Benefits through the effective date of your termination.

Your employment will terminate automatically on the date of your death or
disability, in which case RN's sole obligation would be to pay your base salary
and Benefits accrued through the date of your death or disability. For these
purposes, you will be considered disabled if for a period of at least 120
consecutive days or a total of 180 days in any one year period you are unable to
perform the essential functions of your position with or without reasonable

This offer is contingent on (i) your providing evidence of employability as
required by federal law (which includes providing RN within 3 days after your
employment commences with acceptable evidence of your identity and US employment
eligibility), (ii) us receiving acceptable results from any background check or
reference check, and (iii) you signing RN's Development, Confidentiality and
Noncompetition Agreement, attached hereto. Please call us if you have questions
about this offer letter. This letter may not be modified except in writing
signed by both you and RN.

This letter and the Development, Confidentiality and Noncompetition Agreement,
1996 Stock Option Plan, and your Stock Option Agreement contain the entire
agreement between you and
<PAGE>   4

RN concerning your employment with RN and supersede all prior oral and written
discussions, agreements, and understandings. These terms may not be changed
orally, but only by an agreement in writing signed by you and RN. Any disputes
regarding this letter or your employment with RN shall be governed by and
construed in accordance with the laws of the state of Washington, and the
prevailing party shall be entitled to recover its attorneys' fees and costs. If
any provision of this letter agreement is determined to be invalid or
unenforceable, the remaining terms shall continue in full force and effect.

You agree to keep the terms of this letter strictly confidential and not to
disclose them to anyone other than your spouse, tax advisors, and attorneys
provided you first obtain their agreement to keep the terms confidential.


I am incredibly excited about the prospect of you joining RealNetworks, Inc.,
and look forward to working with you and the rest of our senior team to build
the most important media distribution company in the world.

This offer is valid until February 8th, 2001.


/s/ Rob Glaser

Rob Glaser
RealNetworks, Inc.

I have read and agree to the terms of employment contained in this offer letter,
the 1996 Stock Option Plan, and the attached Development, Confidentiality and
Noncompetition Agreement, which represent a full, complete and fair statement of
the offer of employment made to me by RealNetworks, Inc.

Lawrence Jacobson:

/s/ Lawrence Jacobson                                  Date:  February 6, 2001

Source: OneCLE Business Contracts.