EXECUTION COPY


                     INTERNATIONAL ASSET TRANSFER AGREEMENT


                                     BETWEEN


                             Adaptec Mfg (S) Pte Ltd


                                       AND


                                  ROXIO CI LTD.


                         DATED THIS 5th DAY OF May 2001

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                       <C>
1.       DEFINITIONS & INTERPRETATION .................................... 1
2.       TRANSFER OF TECHNOLOGY .......................................... 3
3.       CONSIDERATION ................................................... 4
4.       COMPLETION ...................................................... 4
5.       REPRESENTATIONS AND WARRANTIES .................................. 5
6.       DURATION OF THIS AGREEMENT ...................................... 5
7.       ASSIGNMENT ...................................................... 5
8.       COSTS AND EXPENSES .............................................. 5
9.       NOTICES ......................................................... 5
10.      PREVIOUS AGREEMENTS AND AUTHORITY ............................... 6
11.      REMEDIES ........................................................ 6
12.      SEVERANCE ....................................................... 6
13.      ARBITRATION AND APPLICABLE LAW .................................. 6
</TABLE>


                                      -i-
<PAGE>

THIS AGREEMENT is made on the 5th day of May, 2001("the Effective Date"),


         BETWEEN


(1)      Adaptec Mfg (S) Pte Ltd (Regn No. 00121/1987-N) ("AMS"), a company
         incorporated in the Republic of Singapore with its registered office at
         No. 2 Chai Chee Drive, Singapore 4690443);


         AND


(2)      Roxio Cl Ltd. (Regn No. 103240) ("RCI"), a company incorporated in the
         Cayman Islands with its registered office at Offices of Walkers, Walker
         House, PO Box 265GT, Mary Street, George Town, Grand Cayman, Cayman
         Islands, B.W.I.


         WHEREAS

(A)      AMS is a private limited company incorporated in the Republic of
         Singapore and has at the date hereof the authorised share capital and
         issued and paid-up share capital as set out in Schedule 1.

(B)      RCI is currently a 100% owned subsidiary of AMS and has at the date
         hereof the authorised share capital and issued and paid-up share
         capital as set out in Schedule 2.

(C)      AMS is desirous of transferring certain technology and rights
         (hereinafter referred to as the "RCI Technology"), equity interests as
         set out in Schedule 3, and cash consideration to its subsidiary, RCI,
         and in consideration therefor, RCI shall issue one hundred (100)
         ordinary share of US$1/- in its capital to AMS as set out in
         Schedule 4 upon the terms and subject to the conditions contained in
         this Agreement.


         IT IS HEREBY AGREED as follows:-


1.       DEFINITIONS & INTERPRETATION

         In this Agreement:

         1.1      the following words and expressions shall have the following
                  meanings:-

                  "CASH CONSIDERATION"      shall mean the sum of Twenty
                                            Million Dollars (US$20,000,000) to
                                            be paid by check or wire transfer;

                  "COMPLETION DATE"         means May 5, 2001 or such other date
                                            as the parties hereto may agree in
                                            writing;


                                      -1-
<PAGE>

                  "CONSIDERATION SHARES"    means one hundred (100) ordinary
                                            share of US$1/- in the capital of
                                            RCI credited as fully paid up to be
                                            allotted and issued by RCI to AMS as
                                            set out against its name in Schedule
                                            4;

                  "DIRECTORS"               means the directors (including their
                                            alternates) for the time being of
                                            AMS and RCI and "Director" shall
                                            mean any of them;

                  "SHAREHOLDERS"            means the persons who are registered
                                            for the time being as holders of the
                                            shares in the Register of Members of
                                            RCI and AMS.

                  "US$"                     means United States dollar.

                  "RCI                      TECHNOLOGY" means the technology
                                            acquired by AMS under the Prior
                                            Agreements and currently held by
                                            AMS, which relates to the RCI
                                            Business and does not relate
                                            primarily to the business of AMS or
                                            Adaptec, Inc.

                  "RCI BUSINESS"            means (a) the business and
                                            operations of Adaptec, Inc.
                                            currently operated as the Software
                                            Products Group, as described in the
                                            Roxio, Inc. Form 10, including,
                                            without limitation, the business and
                                            operation responsible for
                                            developing, marketing, and selling
                                            the following products (i) Easy CD
                                            Creator, (ii) GoBack, (iii)
                                            SoundStream, (vi) Toast, (v) Jam,
                                            (vi) TakeTwo and (vii) WinOnCD and
                                            (b) except as otherwise expressly
                                            provided herein, any terminated,
                                            divested or discontinued businesses
                                            or operations that at the time of
                                            termination, divestiture or
                                            discontinuation primarily related to
                                            the business of the Software
                                            Products Group or Roxio, Inc., as
                                            conducted on the Separation Date (as
                                            defined in the First Amended Master
                                            Separation and Distribution
                                            Agreement between Adaptec, Inc. and
                                            Roxio, Inc.).

                  "PRIOR AGREEMENTS"        means the Technology Research and
                                            Development Cost and Risk Sharing
                                            Agreement by and between Adaptec,
                                            Inc. and AMS, dated September 1,
                                            1995, as amended, and the R&D
                                            Services Agreement by and between
                                            AMS and CeQuadrat GmbH, dated July
                                            8, 1999.

                  EQUITY INTEREST"          means all of the equity interest
                                            held by AMS in CG1
                                            Verwaltungsgesellschaft GmbH.


                                      -2-
<PAGE>

         1.2.     Any reference to "completion" shall mean completion of the
                  transfer of the RCI Technology, Equity Interest as set out in
                  Schedule 3 and the Cash Consideration, and the allotment of
                  the ordinary shares in the share capital of Roxio Cl, Ltd in
                  consideration thereof.

         1.3      References to Recitals and Clauses are to recitals and clauses
                  of this Agreement, and "Agreement" shall mean this Agreement.

         1.4      The headings in this Agreement are for convenience only and
                  shall not affect the interpretation hereof.

         1.5      Where applicable, words importing the singular include the
                  plural and vice versa, words importing any gender include
                  every gender, references to persons include bodies corporate
                  and unincorporate and references to time shall mean Singapore
                  time.

2.       TRANSFER OF TECHNOLOGY

         2.1      Subject to the terms and conditions of this Agreement, AMS
                  hereby transfers, grants, conveys and assigns to RCI all of
                  its right, title and interest in and to the RCI Technology,
                  the Equity Interest and the Cash Consideration, free from any
                  charges, liens and other encumbrances placed thereon by AMS,
                  exclusive of encumbrances which are agreements with
                  subcontractors to manufacture product for AMS or agreements
                  granting reproduction or distribution rights to (a) OEMs, VARs
                  or similarly situated licensees, or (b) customers with respect
                  to technology which has been escrowed for purposes of ensuring
                  that such customers are provided continued support for the
                  technology in the event of (i) the insolvency of AMS or (ii)
                  the material breach of AMS under its agreement with such
                  customers (collectively, "Permitted Licenses"), and with all
                  rights, benefits and entitlements now or hereafter attaching
                  to such RCI Technology and to such Equity Interest.

         2.2      Subject to the terms and conditions of this Agreement, RCI
                  hereby agrees to issue to AMS the Consideration Shares free
                  from all charges, liens and other encumbrances and with all
                  rights, benefits and entitlements now or hereafter attaching
                  thereto.

         2.3      AMS hereby assigns all of its rights in the Permitted Licenses
                  to RCI.

         2.4      RCI is not obliged to complete the allotment of the
                  Consideration Shares unless the transfer of the RCI
                  Technology, Equity Interest and the Cash Consideration is
                  completed simultaneously with such allotment.

         2.5      AMS covenants that AMS will, without demanding any further
                  consideration therefor, at the request and expense of RCI
                  (except for the value of the time of AMS employees), do (and
                  cause its subsidiaries to do) all lawful and just acts that
                  may be or become necessary for evidencing, maintaining,
                  recording and perfecting RCI's rights to such RCI Technology
                  and the Equity Interest as of the Effective Date, including
                  but not limited to, execution and acknowledgement of (and
                  causing its subsidiaries to execute and acknowledge)
                  assignments and other instruments in a form reasonably
                  required by RCI to evidence the


                                      -3-
<PAGE>

                  conveyances herein in all jurisdictions in which such RCI
                  Technology and Equity Interest exist.

         2.6      If, after the Separation Date, it is found that the RCI
                  Technology does not include certain technology used before the
                  Effective Date and intended for use by Roxio, Inc. or RCI in
                  the day to day conduct of its business as contemplated in this
                  Agreement or in the Ancillary Agreements, and such technology
                  is not otherwise provided to RCI under the this Agreement, AMS
                  will provide RCI such technology under the assignments granted
                  in this Agreement to the extent it is able to do so, but only
                  to the extent such technology is reasonably necessary for
                  Roxio, Inc. or RCI to accomplish such day to day operation of
                  its business.

         2.7      AMS hereby acknowledges and affirms the transfer and licensing
                  of that certain technology and those certain intellectual
                  property rights transferred and licensed under the Master
                  Technology Ownership and License Agreement and the Master
                  Patent Ownership and License Agreement, by and between Roxio,
                  Inc. and Adaptec, Inc., and hereby consents to such transfer
                  and licensing to the extent it may have an interest in the
                  technology and rights transferred and licensed thereunder.

3.       CONSIDERATION

         3.1      The consideration for the allotment of Consideration Shares
                  shall be the net book value of the RCI Technology and Equity
                  Interest held by AMS, together with the Cash Consideration.

         3.2      The consideration for the Consideration Shares shall be
                  satisfied in whole by the allotment and issue by RCI of the
                  Consideration Shares, credited as fully paid up to RCI as set
                  out in Schedule 3.

         3.3      The Consideration Shares shall be allotted and issued on terms
                  that they will rank PARI PASSU in all respects with the
                  existing ordinary shares in the capital of RCI at the date of
                  allotment.

4.       COMPLETION

         4.1      Subject as hereafter provided, completion shall take place at
                  the office of AMS or such other place as the parties hereto
                  may agree in writing on the Completion Date.

         4.2      RCI shall, in consideration of the mutual covenants set out
                  hereinbefore, and other good and valuable consideration, the
                  receipt and sufficiency of which is hereby acknowledged, duly
                  execute in favour of AMS the share certificates in respect of
                  the Consideration Shares.

         4.3      RCI shall:

                  (a)      prior to or on completion, procure the necessary
                           approval of its Directors/Shareholders in accordance
                           with the requirements of the Laws of Cayman Islands
                           to its entry into this Agreement for the allotment
                           and issue


                                      -4-
<PAGE>

                           of the Consideration Shares credited as fully paid-up
                           by AMS as set out in Schedule 3 as consideration for
                           the aforesaid allotment;

                  (b)      on completion, issue to AMS the Consideration Shares
                           as set out in Schedule 4;

                  (c)      on completion, deliver to AMS, the relative share
                           certificate relating to the Consideration Shares; and

                  (d)      on completion, deliver to AMS such waivers, consents,
                           approvals and other documents as may be necessary to
                           enable AMS to be registered as the holder of the
                           Consideration Shares.

5.       REPRESENTATIONS AND WARRANTIES

5.1      AMS represents and warrants that, other than the Permitted Licenses, it
         has granted no license under any of the RCI Technology.

5.2      AMS and RCI each respectively represents and warrants that it has the
         authority to enter into this Agreement and to grant the rights that it
         respectively grants in it.

6.       DURATION OF THIS AGREEMENT

         All provisions of this Agreement shall not, so far as they have not
         been performed at completion, be in any respect extinguished or
         affected by completion or by any other event or matter whatsoever and
         shall continue in full force and effect.

7.       ASSIGNMENT

         RCI may assign this Agreement or any technology or right respectively
         assigned or granted under it.

8.       COSTS AND EXPENSES

         All costs and expenses (including without limitation, legal or other
         professional fees, taxes and stamp duties) incurred in the preparation,
         negotiation and execution of this Agreement and related documents shall
         (whether or not there is completion), be borne by the respective
         parties accordingly.

9.       NOTICES

         Any notice or request to be given, made or served for any purpose under
         this Agreement shall be in writing and given, made or served by sending
         the same by prepaid post or delivering it by hand or sending it by
         facsimile transmission addressed to the parties at their respective
         addresses or facsimile numbers, respectively, set out on the execution
         page or as shall have been notified (in accordance with this Clause) to
         the other party hereto for the purposes of this Clause and shall be
         deemed to have been duly served (if by hand or made by facsimile
         transmission) immediately or (if served by post) 7 days after posting
         and in proving the same it shall be sufficient to show that the
         transmission report confirming receipt or the envelope containing the
         same was duly transmitted, addressed, stamped and posted (as the case
         may be).


                                      -5-
<PAGE>

10.      PREVIOUS AGREEMENTS AND AUTHORITY

         10.1     ENTIRE AGREEMENT : This Agreement and the documents referred
                  to herein state the entire agreement, whether oral or in
                  writing, between or among all or any of the parties hereto
                  with respect to the RCI Technology. The rights of AMS to grant
                  licenses or sublicenses under the RCI Technology is hereby
                  terminated.

         10.2     AMENDMENTS : No amendment or variation of this Agreement shall
                  be effective unless in writing and signed by or on behalf of
                  each of the parties hereto.

         10.3     AUTHORITY : Each party represent and warrants that as of the
                  Completion Date it has the full legal right, power and
                  authority to enter into and perform this Agreement.

11.      REMEDIES

         No remedy conferred by any of the provisions of this Agreement is
         intended to be exclusive of any other remedy which is otherwise
         available at law, in equity, by statute or otherwise, and each and
         every other remedy shall be cumulative and shall be in addition to
         every other remedy given hereunder or now or hereafter existing at law,
         in equity, by statute or otherwise. The election of any one or more of
         such remedies by any of the parties hereto shall not constitute a
         waiver by such party of the right to pursue any other available
         remedies.

12.      SEVERANCE

         If any provision of this Agreement or part thereof is rendered void,
         illegal or unenforceable by any legislation to which it is subject, it
         shall be rendered void, illegal or unenforceable to that extent and no
         further.

13.      ARBITRATION AND APPLICABLE LAW

         13.1     Any dispute arising out of or in connection with this
                  contract, including any question regarding its existence,
                  validity or termination, shall be referred to and finally
                  resolved by arbitration in Singapore in accordance with the
                  Arbitration Rules of Singapore International Arbitration
                  Centre ("SIAC Rules") for the time being in force, which rules
                  are deemed to be incorporated by reference to this clause.


                                      -6-
<PAGE>

IN WITNESS WHEREOF this Agreement has been entered into the day and year first
above written.


SIGNED by                           ) /s/ Dana E. Miles
                                    )
for and on behalf of                )
ADAPTEC  MFG (S) PTE LTD            )
in the presence of:-                ) /s/ Kim Brandt
                                    )




SIGNED by                           ) /s/ Wm. Christopher Gorog
                                    )
for and on behalf of                )
ROXIO CL LTD.                       )
in the presence of:-                ) /s/ Kevin A. Coyle
                                    )



For purposes of the transfers provided to Roxio CI Ltd. hereunder, Adaptec, Inc.
as a party to the Technology Research and Development Cost and Risk Sharing
Agreement by and between Adaptec, Inc. and AMS, dated September 1, 1995, hereby
acknowledges and affirms this Agreement as if a party hereto.


SIGNED by                           ) /s/ Robert N. Stephens
                                    )
for and on behalf of                )
ADAPTEC, INC.                       )
in the presence of:-                ) /s/ Dana E. Miles
                                    )





           [SIGNATURE PAGE TO INTERNATIONAL ASSET TRANSFER AGREEMENT]

Source: OneCLE Business Contracts.