ARTISTDIRECT INC
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>4
<FILENAME>a88763exv10w9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.9


                             AGREEMENT FOR SERVICES

This agreement (the "Agreement") is made as of this 13th day of June, 2002 (the
"Effective Date") by and between Frankel & Company, an Illinois corporation
("Frankel"), and ARTISTdirect, Inc., a Delaware corporation (the "Provider" or
"AD").

1.      Purpose of Agreement: The purpose of this Agreement is to set forth the
        rights, responsibilities, duties, obligations, promises, covenants and
        agreements between Frankel and Provider, in connection with the AT&T
        Wireless Services, Inc. ("AWS") promotion identified as the "Ultimate
        Experiences" promotion (the "Project").

2.      Nature of Services:  Frankel, as a limited agent for AWS, is responsible
        for managing and administering the Project, including the arrangement of
        those prizes and awards which will be given to winning participants in
        the Project. Provider, as the provider of those certain services
        ("Services") identified on Exhibit A, attached hereto, upon execution of
        this Agreement, will become responsible for procuring, arranging,
        overseeing, managing, and operating certain of the "Ultimate Experience"
        prizes and/or awards, as more particularly set forth on Exhibit A, and
        for providing certain content for publication on a Frankel directed
        internet website (the "Microsite").

3.      Compensation: Subject to Provider's compliance with all of the material
        terms and conditions of this Agreement, and for and in consideration of
        the Services to be provided to Frankel and in connection with the
        Project, Provider shall be compensated as set forth on Exhibit B,
        attached hereto. Payment of compensation to the Provider, by Frankel, is
        contingent upon rendering to Frankel an invoice containing sufficient
        detail of the fees, costs and expenses, if any, incurred and
        reimbursable pursuant to the terms and provisions of this Agreement.

4.      Provider's Additional Obligations:

        (a)    Insurance:  Provider shall be required to maintain appropriate
               insurance coverage as set forth on Exhibit C, attached hereto, as
               Frankel shall reasonably require, in connection with the
               provision of the Services, and shall be required to (I) name
               Frankel and AWS as additional insureds with respect to the
               coverage required on Exhibit C, attached hereto and (II) provide
               to Frankel an insurance certificate specifying the levels of
               coverage and such other information as Frankel shall reasonably
               require.

        (b)    Confidentiality: Provider and Frankel acknowledge and agree that
               during the term of this Agreement Frankel and Provider may have
               access to certain of each other's proprietary or confidential
               business information. Frankel and Provider specifically agree to
               maintain a strict policy of confidentiality and nondisclosure for
               all business and trade secrets or other confidential or
               proprietary information of the other party. The parties agree,
               therefore, to the extent possible, to so designate information it
               considers proprietary or confidential at the time such
               information is provided to the other party. Neither party will
               misuse or appropriate such proprietary or confidential business
               information. Further, the


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               parties specifically acknowledge that the terms of this Agreement
               are confidential and neither shall disclose any details of this
               Agreement, unless both parties agree; except that either party
               may disclose that Provider is providing certain services to
               Frankel, and either party may disclose the public details of any
               project or promotion upon its execution. This provision shall
               survive the expiration or termination of this Agreement. Provider
               acknowledges and agrees that (I) it executed that certain
               Nondisclosure Agreement between Provider and AWS dated April 17,
               2001 (the "NDA") as set forth on Exhibit D, attached hereto, and
               (II) its treatment of any AWS Confidential Information (as such
               term is defined in the NDA), whether obtained from AWS, Frankel,
               or otherwise, will be governed by the NDA.

        (c)    Indemnity:  Provider shall indemnify, defend and hold harmless
               Frankel and AWS, their respective employees, officers, directors,
               agents, affiliates, subsidiaries and representatives
               (collectively, the "Indemnified Parties" and individually, an
               "Indemnified Party"), against any and all claims, losses,
               demands, damages, judgments, liabilities, costs and expenses,
               including reasonable attorneys' fees, which the Indemnified Party
               may incur as a result of claims in any form by third parties
               arising out of or resulting from: (I) the Services performed
               and/or deliverables provided pursuant to this Agreement,
               (II) Provider's breach of AWS's privacy policy; (III) the
               Provider's breach or failure to fulfill any of the terms and
               conditions of this Agreement, whether due to the Provider's acts
               or failure to act; (IV) the Provider's failure to pay all wages,
               salaries, fringe benefits and other compensation of or claimed by
               Provider  employees including, without limitation, contributions
               to any employee benefit, medical or savings plan and all payroll
               taxes with respect to such employees including without
               limitation, the withholding of all federal, state, and local
               income taxes, FICA, unemployment taxes and all other payroll
               taxes; (V) from the allegation of a violation of any state, local
               or federal law regarding performance of games, contests and
               sweepstakes for the failure of a prize to be awarded; and
               (VI) Provider's public statements. The foregoing obligations are
               conditioned on the Indemnified Party: (i) giving Provider written
               notice of the relevant claim, (ii) cooperating with Provider, at
               the Provider's expense, in the defense of such claim, and (iii)
               giving Provider the right to control the defense and settlement
               of any such claim, except that Provider shall not enter into any
               settlement that affects the Indemnified Party's rights or
               interest without the Indemnified Party's prior written approval.
               The Indemnified Party shall have the right to participate in the
               defense at its expense.

        (d)    Publicity: Except as necessary to fulfill its obligations
               hereunder, Provider shall issue no public statements, make any
               public comments, or respond to any inquiries from any third party
               regarding the Project except with the written authorization of
               Frankel. Provider's breach of this provision shall be deemed
               cause for immediate termination of the Agreement.


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        (e)    Copyright:

               (i)    Ownership.  Except with respect to third party rights of
                      which Provider has informed Frankel in writing in
                      compliance with Section 13, all tangible or intangible
                      property developed or prepared for Frankel and/or AWS or
                      delivered to Frankel and/or AWS by Provider for its use,
                      during this Agreement, and solely for the obligations set
                      forth in this Agreement,  including, but not limited to,
                      plans, sketches, layouts, copy, promotions, commercials,
                      films, photographs, illustrations, transcriptions,
                      software, film, video, digital images, and all other
                      literary and artistic materials, finished or unfinished,
                      whether created by Provider, Frankel and/or AWS or a third
                      party supplier hired specifically to fulfill the
                      obligations set forth herein, or any combination thereof,
                      and all drafts and versions thereof, whether used or
                      unused ("Advertising Properties"), shall be and remain the
                      exclusive property of AWS.  Neither Provider nor any of
                      its third party suppliers shall permit any party (other
                      than Frankel (with AWS's permission) and/or AWS) to use
                      any Advertising Properties.  Provider shall place AWS'
                      copyright notice on each Advertising Property in such
                      locations and styles as AWS may direct.  Upon Frankel
                      and/or AWS' request, with respect to materials developed
                      as work for hire hereunder, Provider will prepare and file
                      applications for copyright registration at Frankel and/or
                      AWS' expense and in AWS' name.

               (ii)   Work Made-For-Hire.  Provider acknowledges and agrees that
                      all copyrightable aspects of Advertising Properties to be
                      owned by AWS above are deemed "works made-for-hire" as
                      that term is defined in Section 101 of the United States
                      Copyright Act, 17 U.S.C. Section 101 (or any successor
                      thereto), that AWS is deemed the author or creator of the
                      Advertising Properties, and that AWS is the exclusive
                      owner of all right, title and interest, including the
                      copyrights and any and all other intellectual property
                      rights, in and to the Advertising Properties. If, for any
                      reason any of the Advertising Properties are not found to
                      have been created as works made-for-hire, Provider hereby
                      assigns all its right, title and interest in and to the
                      Advertising Properties to AWS.  Provider shall execute any
                      instruments that, in the sole judgment and discretion of
                      AWS, may be deemed necessary to further carry out such
                      assignment or to protect AWS' rights in the Advertising
                      Properties ("Assignment Documents").

               (iii)  Original Work; Third Party Rights. Except with respect to
                      third party content of which Provider has informed Frankel
                      in writing in compliance with Section 13, under no
                      circumstance shall Provider present to Frankel and/or AWS
                      any element of any Advertising Properties for potential
                      development and/or execution as Frankel and/or AWS
                      marketing, advertising or promotion unless (i) the work is
                      original and Provider knows or should know that no third
                      party would be able to claim, and no third party claims or
                      threatens to claim, any ownership right with respect to
                      the work, or (ii) Provider has fully disclosed in writing
                      to Frankel


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                      and/or AWS the rights that must be secured and the
                      estimated cost, if any, for Frankel and/or AWS' use of the
                      work, if a third party claims ownership rights with
                      respect to the work.

               (iv)   Use of Marks:  PRIOR to the first use of any of the other
                      party's or AWS' trademarks, service marks, symbols, logos
                      or other identifying marks or signs (hereinafter, "Marks")
                      in the manner permitted herein, the party using such Marks
                      shall submit a sample of such proposed use to the other
                      party, or to AWS for AWS Marks, for its prior written
                      approval, which shall not be unreasonably withheld or
                      delayed.  AWS will use commercially reasonable efforts to
                      approve or disapprove any use of its Marks in three
                      business days.  Once a party, or AWS as applicable,
                      approves a particular use of a Mark, the approval will
                      remain in effect for such use until withdrawn with
                      reasonable prior written notice.  Notwithstanding the
                      foregoing, and regardless of any delayed approval, each
                      party shall strictly comply with all standards with
                      respect to the other party's and AWS' Marks which may be
                      furnished by such party from time to time, and all uses of
                      the other party's or AWS' Marks in proximity to the trade
                      name, trademark, service name or service mark of any other
                      person or entity shall be consistent with the standards
                      furnished by the other party, or AWS as applicable, from
                      time to time.  Further, no party shall create a
                      combination mark or domain name incorporating or
                      consisting of one or more Marks of the other party or AWS,
                      or anything likely to cause confusion with or dilution of
                      such party's or AWS' Marks.  All uses of the other party's
                      or AWS' Marks shall inure to the benefit of the party
                      owning such Mark.

        (f)    Web-linking activities: Provider will only link to the AWS
               website in conjunction with the Provider's performance of the
               Services and in a manner approved by AWS. Provider will not link
               to any ATTWS website in any other manner. If AWS shall decide to
               terminate any link between Provider and AWS, AWS or Frankel will
               notify the Provider and, immediately upon such notice, the
               Provider shall terminate such link.

        (g)    Service Prohibitions: Provider is responsible for ensuring that
               materials it provides to Frankel to be posted on the Microsite
               (i) do not violate or infringe upon the rights of any third party
               (including, for example, copyrights, trademarks, privacy, or
               other personal or proprietary rights), (ii) are not unlawful,
               harmful, threatening, defamatory, obscene, harassing or racially
               objectionable, (iii) do not depict sexually explicit images, and
               (iv) do not promote violence, discrimination, or illegal
               activities.   Immediately upon notice to the Provider by Frankel
               if Frankel determines the materials provided by Provider posted
               or published thereon, violates this Section 4.(g). Provider shall
               shut down any link to the content until such time as  Frankel
               shall have determined that the violation  has been remedied and
               shall have notified  Provider that the violation has been
               remedied, as which time, Provider will promptly  restore such
               link to the content.


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<PAGE>

        (h)    Microsite Data collection: Frankel will provide Provider with
               information collected from third parties who enter the "Ultimate
               Experience" contests managed by Provider.

        (i)    Microsite Security: To the extent that Provider shall in any
               fashion operate any Microsite in connection with the Project,
               Provider will use its best efforts to maintain the security of
               all Microsite users, including, but not limited to, implementing
               procedures to prevent Provider or third parties who use the
               Microsite from sending or transmitting unsolicited data or
               messages or viruses to users.  Each party will immediately notify
               the other party if it knows or has reason to know that any such
               unsolicited data, messages or viruses are being sent to users and
               Provider agrees to use its best efforts to prevent and/or block
               any such unsolicited data, messages or viruses from being sent to
               users.

        (j)    Content Clearance: Provider understands and agrees that in no
               event will Provider implement, on the Microsite, any bulletin
               boards, message boards, chat rooms, or other separate
               communications facilities related to the Microsite, without the
               written approval of AWS received in advance.

        (k)    Privacy Policy: During the Term, Provider shall specifically
               adhere to, comply with, and be responsible for carrying out the
               Services set forth in this Agreement in accordance with the AWS
               Privacy Policy, as it may from time to time exist, and as
               published from time to time on the AWS website (URL:
               http://www.attws.com/privacy).

5.      Representations and Warranties

        (a)    Each party to this Agreement represents and warrants to the other
               party that (i) it has the full corporate right, power and
               authority to enter into this Agreement and to perform the acts
               required of it hereunder; (ii) its execution of this Agreement by
               such party and performance of its obligations hereunder, do not
               and will not violate any agreement to which it is a party or by
               which it is bound; (iii) when executed and delivered, this
               Agreement will constitute the legal, valid and binding obligation
               of such party, enforceable against it in accordance with its
               terms; and (iv) to the best of its knowledge and belief, all
               content or other materials served or submitted by it to or
               through an AWS sponsored internet website (the "Microsite"),
               operated specifically in conjunction with the Project, and as
               specified by Provider, will not contain any material that is
               obscene, libelous or defamatory, or infringing of any
               Intellectual Property Rights or other rights of any third party.

Provider and Frankel, as applicable, represent and warrant that:

        (b)    Compliance with Laws. Provider will: (i) comply with all federal,
               state, and local laws, ordinances, regulations and orders,
               including specifically all laws prohibiting harassment or
               discrimination of any kind in the workplace and laws relating to
               games, sweepstakes, contests and prizes with respect to its


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               performance under this Agreement, (ii) file all required reports
               relating to such performance (including, without limitation, tax
               returns), except for any required reports (including without
               limitation, tax returns) relating to games, sweepstakes,
               contests, and prizes, (iii) pay all filing fees and federal,
               state and local taxes and government assessments applicable to
               Provider's business as the same become due, (iv) pay all amounts
               required under local, state and federal workers' compensation
               acts, disability benefit acts, unemployment insurance acts and
               other employee benefit acts when due, (v) maintain in effect
               during the term of this Agreement any and all Federal, State and
               local licenses and permits which may be required of Provider to
               conduct its business, and obtain all permits, including Fire,
               Environmental, etc., necessary under this Agreement. Provider
               will provide Frankel with such documents and other supporting
               materials as Frankel may reasonably request to evidence
               Provider's continuing compliance with this Section. Frankel will
               not be responsible for any of the payments, obligations, taxes or
               benefits set forth in this Section.

        (c)    Deliverables. The Deliverables, including any Provider
               Proprietary Materials included therein, and the exercise by AWS
               of its rights hereunder with respect to such items, will not
               infringe upon, violate or misappropriate any Intellectual
               Property right, contract or other proprietary right or interest
               of any third party.  "Deliverables" means all materials,
               including software programs, designs, files, specifications,
               texts, drawings, processes, data, information and documentation
               and all rights incident thereto in the products and services
               produced pursuant to this Agreement, including all intellectual
               property rights and proprietary materials therein, that are
               disclosed or delivered by Provider to AWS and/or Frankel under
               this Agreement.  In addition, all materials provided to Provider
               by Frankel will not infringe upon, violate or misappropriate any
               Intellectual Property right, contract or other proprietary right
               or interest of any third party.

        (d)    Other Agreements. Neither party's execution, delivery and
               performance of this Agreement will violate any employment,
               nondisclosure, confidentiality, consulting or other agreement to
               which Provider or Frankel, as applicable, is a party or by which
               it may be bound.

        (e)    Performance Standards. Provider shall adhere to the highest
               ethical and business standards and shall perform the Services in
               a professional and workmanlike manner in accordance with
               applicable professional standards, if any.

        (f)    Performance Warranty. Provider will re-perform, repair, or
               replace any Services not in compliance with the warranties in
               this Agreement and the Services and deliverables set forth herein
               within a reasonable time after the work is performed, at no
               additional cost to Frankel, and at no cost to AWS, if such
               non-compliance is as a result of Provider's act or failure to
               act.

        (g)    THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF
               ALL OTHER WARRANTIES, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
               LIMITED TO ANY: (A) IMPLIED WARRANTY OF


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               MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED
               WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR
               USAGE OF TRADE; OR (C) ANY OBLIGATION, LIABILITY, RIGHT, REMEDY
               OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT
               LIABILITY OR PRODUCT LIABILITY OF CONTENT PROVIDER (WHETHER
               ACTIVE, PASSIVE OR IMPUTED) WITH RESPECT TO ANY BUG, DEFECT,
               DEFICIENCY OR ERROR IN ANY OF THE FOREGOING.

6.      Frankel's Obligations:

        (a)    Frankel shall reasonably cooperate with Provider to assist in
               resolving issues, and providing liaison services between Provider
               and AWS, as Frankel shall deem necessary in the circumstances.
               Frankel shall also review and monitor all content provided by
               Provider for publication on the Microsite and shall review and
               make its best efforts to obtain timely AWS approval for all
               materials to be published on the Microsite which may be supplied
               by Provider hereunder.

        (b)    Insurance. Frankel shall maintain appropriate insurance coverage
               in connection with this Agreement, but in no event less than the
               levels set forth on Exhibit C, attached hereto, and Frankel will
               ensure that each of Frankel and AWS will name Provider as an
               additional insured, and will provide Provider with an insurance
               certificate specifying such levels of coverage.

        (c)    Indemnity. Frankel (the "Indemnifying Party") shall indemnify,
               defend and hold harmless Provider, its employees, officers,
               directors, agents, affiliates, subsidiaries and representatives
               (collectively, the "Indemnified Parties" and individually, an
               "Indemnified Party"), against any and all claims, losses,
               demands, damages, judgments, liabilities, costs and expenses,
               including reasonable attorneys' fees, which the Indemnified Party
               may incur as a result of claims in any form by third parties
               arising out of or resulting from: (I) the Indemnifying Party's
               breach or failure to fulfill any of the terms and conditions of
               this Agreement, whether due to the Indemnifying Party's or AWS's
               acts or failure to act; (II) the Indemnifying Party's failure to
               pay all wages, salaries, fringe benefits and other compensation
               of or claimed by Indemnifying Party employees including, without
               limitation, contributions to any employee benefit, medical or
               savings plan and all payroll taxes with respect to such employees
               including without limitation, the withholding of all federal,
               state, and local income taxes, FICA, unemployment taxes and all
               other payroll taxes; (III) from the allegation of a violation of
               any state, local or federal law regarding performance of games,
               contests and sweepstakes for the failure of a prize to be
               awarded; and (IV) the Indemnifying Party's or AWS's public
               statements. The foregoing obligations are conditioned on the
               Indemnified Party: (i) giving the Indemnifying Party written
               notice of the relevant claim, (ii) cooperating with the
               Indemnifying Party, at the Indemnifying Party's expense, in the
               defense of such claim, and (iii) giving the Indemnifying Party
               the right to control the defense and settlement of any such
               claim, except that the Indemnifying Party shall not enter into
               any settlement that


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               affects the Indemnified Party's rights or interest without the
               Indemnified Party's prior written approval. The Indemnified Party
               shall have the right to participate in the defense at its
               expense.

7.      Relationship of the Parties:  (a) Independent Contractors. Frankel and
        Provider are and shall remain independent contractors, and nothing
        contained herein or done pursuant hereto shall be construed to create
        any relationship of principal and agent or employer and employee between
        any parties or to make them joint venturers.  The parties shall each be
        solely responsible for the conduct of their respective employees and
        agents in connection with the performance of their obligations
        hereunder.  (b) Third Party Beneficiary. Provider understands and agrees
        that AWS shall be considered an intended third party beneficiary of this
        Agreement and may enforce the provisions of this Agreement against
        Provider as if AWS were a party to this Agreement.

8.      Term and Termination:

        (a)    The Term of this Agreement shall be from the Effective Date of
               this Agreement until the later of (I) completion of the winning
               participant's or winning participants' participation as set forth
               in Exhibit A, attached hereto, or (II) twelve (12) months after
               the last winner has been selected, unless earlier terminated as
               provided herein.

        (b)    Termination for Cause.  Frankel or Provider may terminate this
               Agreement upon a party's material breach of this Agreement,
               provided that (a) a non-breaching party shall first have sent
               written notice to the breaching party describing the breach in
               reasonable detail and demanding that it be cured, (b) the
               breaching party does not cure the breach within thirty (30) days
               following its receipt of such notice, and (c) following the
               expiration of the thirty (30) day cure period, the non-breaching
               party sends a second written notice to the breaching party
               indicating that the non-breaching party has terminated this
               Agreement.

               (i)    Material Breach.

                      The following will be considered a material breach of this
                      Agreement:

                      (1)    the failure of any party to perform or observe any
                             material term, condition, or covenant to be
                             performed by it under this Agreement;

                      (2)    the execution of any assignment for the benefit of
                             creditors or the filing for relief by any party
                             under any applicable bankruptcy, reorganization,
                             moratorium, or similar debtor relief laws;

                      (3)    the appointment of a receiver for Frankel or
                             Provider, or for substantially all of their
                             respective assets or properties; and

                      (4)    An unauthorized assignment of this Agreement.


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               (ii)   Bankruptcy.  If a proceeding is commenced under any
                      provision of the United States Bankruptcy code, voluntary
                      or involuntary, by or against either party, and this
                      Agreement has not been terminated, the non-debtor party
                      may file a request with the bankruptcy court to have the
                      court set a date within sixty (60) days after the
                      commencement of the case, by which date the debtor party
                      will assume or reject this Agreement and the debtor party
                      will cooperate and take whatever steps necessary to assume
                      or reject the Agreement by such date.

        (c)    Immediate Termination.  Frankel may terminate this Agreement
               without penalty upon ten (10) business days' written notice to
               Provider, and if Provider has not cured the following breaches or
               failures within such ten (10)-day period, in the following
               instances:  (I) immediately upon Provider's breach of Section
               5(b); (II) immediately if in Frankel's reasonable opinion,
               Provider has engaged in Unethical Conduct;  and (III) on June 15,
               2002, in the event Provider fails to provide acceptable music
               content for publication on the Project website, as directed by
               Frankel; provided, however, that Frankel acknowledges that
               Provider has complied with this Section 8(c)(III).  For the
               purpose of this Section, "Unethical Conduct" means Provider
               conduct or materials that are harmful, threatening, defamatory,
               obscene, harassing, racially, objectionable, or promote violence,
               discrimination, or illegal activities.

        (d)    Post Termination Cooperation. In the event this Agreement is
               terminated prior to completion of the Services, Provider will
               cooperate in the orderly transition to Frankel or another
               contractor designated by Frankel to complete the Services.

9.      Assignment.  Neither party shall assign any part or all of this
        Agreement, or subcontract or delegate any of it's rights or obligations
        under this Agreement, without the other party's prior written consent.
        Any attempt to assign, subcontract or delegate in violation of this
        paragraph is void in each instance.  All the terms and provisions of
        this Agreement will be binding upon and inure to the benefit of and be
        enforceable by the parties hereto and their respective successors and
        permitted assigns.

10.     Governing Law.  This Agreement is governed by Washington law, excluding
        its conflicts of law rules.

11.     Jurisdiction and Venue. In the event of any dispute arising out of this
        Agreement solely between Frankel and Provider, if Provider is the party
        bringing a claim, Provider will file in the federal or state courts of
        Cook County, Illinois, and if Frankel is the party bringing a claim,
        Frankel will file in the federal or state courts of Los Angeles,
        California, and each party waives all objections to jurisdiction and
        venue of such courts. Provider irrevocably submits to venue and
        exclusive personal jurisdiction in the federal and state courts in King
        County, Washington for any dispute arising out of this Agreement between
        AWS and Provider, and waives all objections to jurisdiction and venue of
        such courts. Provider and Frankel irrevocably submit to venue and
        exclusive personal jurisdiction in the federal and state courts in King
        County, Washington for any dispute


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        arising out of this Agreement between AWS, Frankel and Provider, and
        each Frankel and Provider waives all objections to jurisdiction and
        venue of such courts.

12.     Local Work Rules.  Provider shall make its best efforts to cause all of
        its personnel to comply with all appropriate local work rules and
        policies and appropriate laws while carrying out the Services.

13.     Notices.  Notices under this Agreement are sufficient if given by
        nationally recognized overnight courier service, certified mail (return
        receipt requested), facsimile with electronic confirmation, or personal
        delivery to the other party at the address below: Notice is effective:
        (i) when delivered personally, (ii) three business days after sent by
        certified mail, (iii) on the business day after sent by a nationally
        recognized courier service for next day delivery or (iv) on the business
        day after sent by facsimile with electronic confirmation to the sender.

        If to Frankel:   Frankel & Company
                         111 E. Wacker Drive
                         Chicago, IL 60601
                         Fax: 312-552-5400

        With a copy to:  Barry L. Powell, General Counsel
                         Frankel & Company
                         111 E. Wacker Drive, Room 1902
                         Chicago, IL 60601
                         Fax: ____________

        If to Provider:  ARTISTdirect, Inc.
                         5670 Wilshire Boulevard
                         Suite 200
                         Los Angeles, California 90036
                         Fax: (323) 634-4299

        A party may change its notice address by giving notice in accordance
        with this paragraph. If this paragraph states no notice address for
        Provider, notice will be effective if given to Provider at the address
        specified in this Agreement's introductory paragraph or the last known
        address.

14.     Severability:  If any provision of this Agreement is determined to be
        unenforceable, the parties intend that this Agreement be enforced as if
        the unenforceable provisions were not present and that any partially
        valid and enforceable provisions be enforced to the extent that they are
        enforceable.

15.     No Waiver. A party does not waive any right under this Agreement by
        failing to insist on compliance with any of the terms of this Agreement
        or by failing to exercise any right hereunder. Any waivers granted
        hereunder are effective only if recorded in a writing signed by the
        party granting such waiver. The express waiver by a party hereto of any


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        right or remedy in a particular instance will not constitute a waiver
        thereof in any other instance.

16.     Cumulative Rights.  The rights and remedies of the parties under this
        Agreement are cumulative, and either party may enforce any of its rights
        or remedies under this Agreement or other rights and remedies available
        to it at law or in equity.

17.     Construction.  The Section headings of this Agreement are for
        convenience only and have no interpretive value.  This Agreement may be
        executed in counterparts, which together will constitute one and the
        same agreement.  Frankel and Provider cooperated in the preparation of
        this Agreement and it will not be construed against or in favor of any
        party by virtue of the identity, interest, or affiliation of its
        preparer.

18.     Injunctive Relief.  Provider acknowledges that any material breach of
        this Agreement by Provider would cause Frankel irreparable harm for
        which Frankel has no adequate remedies at law.  Accordingly, Frankel is
        entitled to specific performance of this Agreement or injunctive relief
        for any such breach.

19.     Expertise. Frankel acknowledges that Provider has invested substantial
        time, money, and effort in training Provider's employees to provide
        services to Provider's clients. Frankel agrees not to hire any of
        Provider's employees either during the term of this Agreement or within
        one year subsequent to its termination, without Provider's prior written
        approval.

20.     Survival:  All provisions of this Agreement that may reasonably be
        interpreted or construed as surviving termination of the Agreement will
        survive the termination of the Agreement.

21.     Entire Agreement:  This Agreement together with all Exhibits attached
        hereto, which are incorporated by reference, constitute the complete and
        final agreement of the parties pertaining to the Provider Services and
        supersede the parties' prior agreements, understandings and discussions
        relating to the Provider Services.  No modification of this Agreement is
        binding unless it is in writing and signed by Frankel and Provider.  No
        modification of Sections 4, 4(f), 6(a), 8, 10, 11, 12, 18, 23 or 24 is
        binding unless Frankel obtains AWS's prior written consent and such
        modification is in writing and signed by Frankel and Provider.

22.     FORCE MAJEURE:  Neither party shall be liable for its failure to perform
        the covenants and obligations set forth herein by reason of fire,
        strike, war, insurrection, government restrictions, act of God, or other
        causes beyond its reasonable control.  The affected party will promptly
        notify the other parties in writing of the force majeure condition of
        this magnitude, as soon as it is practicable to do so and shall use
        every reasonable effort to resume its performance as quickly as possible
        after the force majeure condition has passed or the facilities have been
        restored.

23.     Attorneys Fees/Cost/Remedies: If any dispute arises under this
        Agreement, the substantially prevailing party will be entitled to
        recover all its reasonable costs including without limitation, expenses
        and attorney fees incurred through conclusion of the dispute.


                                       11
<PAGE>

        These provisions will not be construed to entitle any party other than
        Provider or Frankel to recover their costs.

24.     The parties agree that damages may be inadequate to compensate for the
        unique losses to be suffered in the event of a breach hereof, and that
        the damaged party will be entitled, in addition to any other remedy it
        may have under this Agreement or at law, to seek and obtain injunctive
        and other equitable relief, including specific performance of the terms
        of this Agreement without the necessity of posting bond. All rights and
        remedies will be cumulative and not exclusive of any other rights or
        remedies.

25.     MISCELLANEOUS:

        (a)    In the event that any term or provision of this Agreement shall
               be held invalid, illegal or unenforceable in any respect, such
               invalidity, illegality or unenforceability shall not affect any
               other term or provision hereof, and the parties agree thereafter
               to use their best efforts to substitute a provision of similar
               economic intent and effect.

        (b)    This Agreement may be executed in two or more counterparts, each
               of which shall be deemed to be an original but all of which
               together shall constitute one and the same instrument.

        (c)    Each party shall comply with the applicable laws, rules, and
               regulations, including, but not limited to, the Children's Online
               Privacy Protection Act, governing the performance of, or
               obligations relating to, this Agreement.

The parties hereto have caused this Agreement to be executed as of the above
written date:

FRANKEL & COMPANY                            ARTISTdirect, INC.


By: /s/ TINA HOFFMAN                         By: /s/ MARC P. GEIGER
    --------------------------------------       -------------------------------
    Name: Tina Hoffman                           Name: Marc P. Geiger
          --------------------------------             -------------------------
    Title: Vice President/Account Director       Title: Vice Chairman
           -------------------------------              ------------------------


                                       12
<PAGE>

                                    EXHIBIT A

                                    SERVICES

PART I. TOUR SPONSORSHIP

1.      TOUR SPONSORSHIP

        AWS will be the Title Sponsor of a Tour comprised of ***** (*****)
concert events in AWS markets, to be mutually agreed upon by AWS, ARTISTdirect,
Inc. ("AD") and Frankel (the "Tour"). In appropriate markets, the title of the
Tour will be "AT&T Wireless presents ______," or another name as the parties may
mutually agree upon. Frankel is responsible for developing title treatment and
logo for the Tour, which is subject to AD's final approval. AT&T Wireless will
be the ***** Title Sponsor of the Tour and if there are additional Tour markets
beyond the ***** mentioned above, there will not be another Title Sponsor of
those markets. Further, as a point of reference, there will not be a presenting
sponsor of this Tour.

        The Tour logo must be included on, but not limited to, the following
Tour-related items that use the Tour name or Mark: press releases, alternative
weekly print advertising, radio advertising, marquee signage (where available),
banner signage, broadcasts and webcasts produced for the Tour by Frankel/AWS,
and Provider-controlled online media. In addition, the Tour logo will be
included on the following Tour-related items that use the Tour name or Mark:
calendar listings in print, tickets (subject to space availability), third party
controlled online media or websites, collateral materials, promotional
materials; provided, however, that failure to include the Tour logo in such
items will not be a material breach of this Agreement.

2.      TOUR SPONSORSHIP RIGHTS

        AD to provide the following benefits:

        (a)    Title sponsorship of a Tour based on AWS specified markets that
               will occur between *****, and which is scheduled to include a
               minimum of ***** geographic markets which parties will match to
               markets designated by Frankel and have high college populations.
               No less than ***** (*****) Tour artists will perform at each
               show, in venues with a ***** person capacities. Tour artists will
               be mutually agreed upon closer to the actual Tour dates and will
               be based upon such artist's demonstrated connection with a
               college demographic.  Potential artists may include: *****.

        (b)    At **** of these geographic markets.

-----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       13
<PAGE>

               (i)    AWS/Frankel to provide either two (2) 4x12 or three (3)
                      4x8 foot AWS banners or signage to be displayed at
                      mutually agreed-upon areas, subject to venue and artist
                      restrictions. AD will store and transport such banners or
                      signage during the Tour, but will not be responsible for
                      any damage to such banner or signage during transportation
                      or by attendees at the Tour concerts.

               (ii)   AWS/Frankel to provide a minimum of ten (10) 3x6 foot
                      smaller banners to be displayed inside and outside the
                      venue, subject to venue and artist restrictions. AD will
                      store and transport such banners or signage during the
                      Tour, but will not be responsible for any damage to such
                      banner or signage during transportation or by attendees at
                      the Tour concerts.

               (iii)  Where available, AD to provide AWS with  Marquee signage
                      display

               (iv)   AD will provide audio announcements that will be made at
                      each Tour performance recognizing AWS' sponsorship

               (v)    If available, a video monitor may be utilized to display
                      promotional spots before each performance

               (vi)   In ***** markets as selected by Frankel and AWS, tickets
                      for *****% of the each venue's seating capacity will be
                      provided to Frankel/AWS and if available, Provider will
                      provide Frankel/AWS with access to a VIP area for
                      promotional and hospitality purposes.  In the remaining
                      ***** markets, Frankel/AWS will receive tickets for the
                      equivalent of *****% of the venue's seating capacity and
                      VIP area access, if available.  Should additional tickets
                      be required by Frankel/AWS, they will be available for
                      purchase at face value and any surcharges applied by third
                      parties by Frankel  and/or AWS - see (d)

               (vii)  At designated events to be mutually determined by Frankel
                      and AD (at a minimum in markets were AWS customers have
                      been rewarded with tickets (vi) and an opportunity to meet
                      the artist), AD will coordinate an artist "Meet and
                      Greet".

               (viii) Where available, AD will provide access to a VIP Area at
                      each venue, subject to venue and/or space restrictions and
                      AD will use its best efforts to provide AWS with signage
                      in such VIP areas.

               (ix)   AD will provide one representative in each market to
                      fulfill the on-site requirements as provided by this
                      Agreement, including but not limited to storing,
                      transporting and otherwise maintaining AWS signage.

-----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       14
<PAGE>

               (x)    One (1) 10 x 10 foot display booth or kiosk to promote,
                      display and solicit new customers for its products and
                      services, subject to Venue and/or space restrictions.
                      Booth to be provided by Frankel/AWS at their cost and
                      expense.  AD will store and transport such display during
                      the Tour but will not be responsible for any damage to
                      such display during transportation or by attendees at the
                      Tour concerts.

               (xi)   Unless as may otherwise be agreed upon by AD and Frankel,
                      a maximum of ***** (*****) `working passes' to allow
                      Frankel/AWS employees entry to the Venue.  Such passes
                      will allow AWS/Frankel employees access only to such
                      non-public areas as are necessary to effectuate the
                      provisions of this Agreement, but in no event shall such
                      employees be permitted in those areas designated for
                      musical artists unless the Meet and Greets are in such
                      designated areas.  In the event that AWS or Frankel
                      employees violate this  provision, AD will have the right
                      to reclaim the "working passes" immediately for the
                      duration of the Tour.

               (xii)  AD will extend the opportunity to Frankel/AWS to develop
                      additional promotional programs around Title Sponsorship
                      of the Tour. These opportunities will be mutually agreed
                      to by AD and Frankel/AWS.

               (xiii) AD will provide Frankel with full pass through rights for
                      use with AWS equipment vendors and retail partners, which
                      rights may include participation in the promotional
                      opportunities provided to Frankel/AWS under this
                      Agreement; provided, however, that any such direct
                      participation must be approved by AD. Approval may not be
                      unreasonably held, and Vendor to be included in all
                      promotional exposure as requested by Frankel. Frankel/AWS
                      will receive the right to use artists' marks and logos
                      solely in promotional materials, campaigns, advertising,
                      and specialized merchandise-designed for the purpose of
                      promoting or performing the obligations contemplated by
                      this Agreement, and subject in each instance to AD's prior
                      written approval. Frankel/AWS will be entitled to promote
                      the Tour through in-store banners, posters, counter-cards,
                      and other methods, with Frankel//AWS bearing the full and
                      complete costs associated with these activities and
                      materials subject to AD approval, such approval not to be
                      unreasonably withheld.

        (c)    In any remaining markets in which there are Tour performances, AD
               will use reasonable efforts to insure that AWS banners or signage
               are displayed through the performances.

-----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       15
<PAGE>

        (d)    In each Tour market, AD will ensure that *****% of venue
               capacity, and no less than ***** tickets, (the "Initial
               Allotment") will be held in advance of the on-sale date.  This
               "Ticket Hold Period" will begin at the Advance Ticket Pre-Sale
               period, as designated by AD and agreed by Frankel and AD and will
               continue until ***** (*****) business days before the actual show
               date.  On the ***** (*****) business day prior to show date (the
               "Cut-off Date"), any remaining tickets from the original *****%
               will be returned for public sale.  In the event that Frankel/AWS
               use the entirety of the Initial Allotment in a particular market,
               AWS will notify AD immediately, and additional tickets will be
               placed on hold at a rolling rate of *****% of available capacity
               at that time during the Ticket Pre-Sale Period.  Frankel/AWS will
               make purchase from said allotment at ***** plus any applicable
               ***** applied by third parties, and must confirm said purchases
               before remaining tickets are returned for public sale in order to
               ensure ticket availability before the Cut-off Date.  In the
               alternative, Frankel/AWS may provide AD with a credit card number
               for such purchases.

(3)     ADDITIONAL PROMOTIONAL RIGHTS

        To the extent that AD is granted appropriate licenses from the Tour's
        artists for name and likeness rights for the purpose of promoting Tours,
        such rights will be extended to Frankel only to promote each Tour event,
        and only with respect to AWS' Title Sponsorship of the Tour, and will be
        subject to AD's final approval. AD will make best efforts to obtain
        licenses from the Tour's artists for promotional elements including, but
        not limited to, ring tones, artwork for current CD releases, questions
        and answers to support content areas as identified below, artist's
        imagery and photography and illustrations. Based on the provisions set
        forth in this Exhibit A, Frankel will provide AD with a list of
        promotional items to be negotiated as part of the contract with a band.

(4)     RESULTS AND RECAP

        AD will provide post-Tour, Program and Content re-cap in writing of AWS'
        sponsorship to Frankel no later than 8 weeks after the conclusion of the
        tour (date to be determined) that will include, but is not limited to,
        event attendance figures for the Tour, event advertising impressions,
        click through rates for AWS online advertising on the AD network, click
        through information on select content links which may include videos,
        downloads, playlists, and advance tickets, photocopies of online
        advertisements placed by AD on its own network sites or other locations
        if any, and a summary of total Sponsor advertising if available to AD,
        including actual online impressions (research source must be noted),
        tear sheet examples from certain AD-placed and Tour-placed print
        advertising, and AD will use its best efforts to provide notarized
        affidavits of performance for certain radio advertising including two
        sample tapes of Tour advertising.

 -----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       16
<PAGE>

PART II. MICROSITE CONTENT

        AD will provide access to and/or maintain content on Frankel/AWS' behalf
for the twelve month term beginning June 13, 2002 and ending June 12, 2003 in
accordance with the Terms of this agreement. Content provided by AD must be
accompanied by a reference to the phrase "Powered by ARTISTdirect" as mutually
determined by AD and Frankel. . Frankel will work with AD to fulfill AD's
obligations to its content providers regarding co-branding. In addition, content
provided by AD must be used only in association with the "Program" and must be
served and hosted on the server provided to AWS/Frankel by AD. AWS/Frankel will
be responsible for posting, maintaining, and managing the content provided by
AD, and will not be posted live by AWS/Frankel or any third party until the
parties have executed this Agreement.

        AD will provide access to and/or maintain the following content:

1.      ON-GOING CONTENT

        o      Featured Artist Downloads -- Music downloads accessible to users.
               Each download may be posted live for a *****-day period only and
               must include a link to the featured artist's website, which link
               will be provided by AD.

        o      Music Genre Playlist - preview of the latest new music from the
               top five genres. Each genre listing will be updated on a monthly
               basis and will include up to ***** different songs.

        o      Music News - up-to-date music news and information featuring
               current artists, tours, and concert listings.

        o      Music Videos - an online "Video Jukebox" featuring music videos.
               Each video may be posted live for a *****-day period only and
               include a link to the featured artist's website, which link will
               be provided by AD.

        o      Advanced Ticket Window - access to an online advance ticket
               purchase window to enable users to purchase concert tour tickets
               in advance of the general public. Access to tickets for the Tour
               will be exclusively available in advance, on mutually agreed upon
               dates, through the Microsite. AD will use its best efforts to
               make a minimum of ***** concert opportunities available through
               the Advance Ticket Window over the Term.

2.  CONTENT ASSOCIATED WITH TOUR SPONSORSHIP

o   Concert Tour Dates - a complete calendar of events with venue locations
    associated with the Tour.

-----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       17
<PAGE>

        o      Concert Tour Reviews - ARTISTdirect will facilitate and collect
               fan reviews of the Tour concert events.

        o      Road Report - a journal from the road as the Tour makes its way
               across the country. Candid reports about the artist, fans, and
               crew will be included with digital photos as well.

        o      Featured Artist Ring Tones - AD will make best efforts to obtain
               permission for Frankel/AWS to create ring tones from the Tour's
               artists that may be used by Frankel/AWS as part of the program.

        o      Featured Artist Photo Gallery - a selection of exclusive photos
               from the Tour artists sharing life backstage, the fans, and the
               artists in action.

        o      Artist "Top 5" List - a list of the latest music that the Tour
               artists are listening to, including links to purchase such music
               on www.artistdirect.com.

3.  CONTENT ASSOCIATED WITH ULTIMATE EXPERIENCE PROMOTION

        o      Band Interviews - an exclusive opportunity for "Ultimate
               Experience" contest winners to ask questions directly to featured
               bands.  Program users may submit questions potentially to have a
               winner ask such question of the artist in person; provided,
               however, that AWS must provide AD's Tour representative, or the
               contest winner with a list of questions from the Microsite.  A
               complete transcript will be available for AWS's use on the
               Microsite.

PART III. MEDIA

        AD will provide Frankel/AWS with the following media benefits:

1.      TOUR SPONSORSHIP MEDIA

        AD will provide the following media in support of the Tour Sponsorship
        illustrated in Exhibit A.

o       AWS will be represented in the following media (but not limited to):
        press releases, alternative weekly  print advertising, radio
        advertising, marquee signage (where available), banner signage,
        broadcasts and webcasts produced for the Tour by Frankel/AWS, and
        Provider-controlled online media.  In addition, the Tour logo will be
        included on the following Tour-related items that use the Tour name or
        Mark: calendar listings in print, tickets (subject to space
        availability), third party controlled online media or websites,
        collateral materials, promotional materials; provided, however, that
        failure to include the Tour logo in such items will not be a material
        breach of this Agreement.   AWS' logo will be included at a minimum of
        one third the size of Artist's logo and/or name.


                                       18
<PAGE>

o       Further, AD will use its best efforts to include the AWS Points Program
        ticket offer in any isolated area of print advertising and the size and
        positioning of said offer will be mutually agreed by Frankel and AD. AD
        will make best efforts to include the URL, attwireless.com/ultimate,
        tagged at the end such radio spots.

o       More specifically, the following specific media will be delivered to
        Frankel/AWS:

<TABLE>
<CAPTION>
                                        APPROX.                    IMPRESSION
MEDIA VEHICLE/COMPONENT                  REACH      IMPRESSIONS        CPM          VALUE
-----------------------                 -------     -----------    ----------      -------
<S>                                     <C>         <C>            <C>             <C>
Local Promoter Print Advertising         *****         *****          $*****       $*****

Local Promoter Radio Advertising         *****         *****          $*****       $*****

Banner Signage                           *****         *****          $*****       $*****

Audio Announcement                       *****         *****          $*****       $*****
                                         -----         -----          ------       ------
                          Sub-Totals:    *****         *****          $*****       $*****
                                         =====         =====          ======       ======
</TABLE>


2.      ADDITIONAL MEDIA SUPPORT

AD will provide media in support of Frankel/AWS' overall Ultimate Experience
program. The media vehicles/components of said media plan will be adjusted and
finalized over the Term of the Agreement by the parties, but AD will deliver a
minimum value as identified below:

<TABLE>
<CAPTION>
                                             APPROX.                    IMPRESSION
AD MEDIA VEHICLE/COMPONENT                    REACH      IMPRESSIONS        CPM          VALUE
--------------------------                   -------     -----------    ----------      -------
<S>                                          <C>         <C>            <C>             <C>
ARTISTdirect Network Newsletter               *****         *****        $*****         $*****

ARTISTdirect Third Party E-Mail               *****         *****        $*****         $*****

ARTISTdirect Homepage Flash                   *****         *****        $*****         $*****

Premium Placement Custom Ad Units             *****         *****        $*****         $*****

Ticket Page                                   *****         *****        $*****         $*****

.edu Targeting                                *****         *****        $*****         $*****

Run of Network                                *****         *****        $*****         $*****

Run of Network                                *****         *****        $*****         $*****
                                              -----         -----        ------         ------
                          Sub-Totals:         *****         *****        $*****         $*****
                                              =====         =====        ======         ======
</TABLE>

<TABLE>
<CAPTION>
                                                                     IMPRESSION
THIRD PARTY MEDIA                          REACH      IMPRESSIONS        CPM          VALUE
-----------------                         -------     -----------    ----------      -------
<S>                                       <C>         <C>            <C>             <C>
Ticketmaster                               *****         *****        $ *****        $ *****
                                           -----         -----        -------        -------
                          Sub-Totals:      *****         *****        $ *****        $ *****
                                           =====         =====        =======        =======

MEDIA TOTALS                               *****         *****        $ *****        $ *****
                                           =====         =====        =======        =======
</TABLE>

-----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       19
<PAGE>

PART IV. ULTIMATE EXPERIENCES

        AD will develop and deliver up to ***** (*****) "Ultimate Experience"
prize packages in conjunction with the overall Ultimate Experience program, and
Frankel will confirm such packages no later than July 31, 2002. ARTISTdirect
will make arrangements, on behalf of AWS, for up to five Ultimate Experience
prize packages in the areas of music, fashion, and/or entertainment (movies
and/or television). Details of each Ultimate Experience package will be outlined
in a formal addendum to this contract once the packages have been finalized.

        The Ultimate Experience prize packages will be fulfilled within *****
(*****) months of AWS's finalization of all documentation associated with
confirming each contest prize winner. The exact dates of contests remain TBD.
Each Ultimate Experience promotion will have a value of $*****, comprised of (i)
***** Grand Prize with a promotional value of $*****, and (ii) a minimum of
***** (*****) first prizes with promotional values of $***** each.

-----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       20
<PAGE>

                                    EXHIBIT B
                                  COMPENSATION
                              FEE PAYMENT SCHEDULE

1.      Frankel will pay the following fees in conjunction with the program as
outlined in Exhibits A,B and C:

<TABLE>
<CAPTION>
           PROGRAM                             AWS COSTS
           -------                             ---------
<S>                                            <C>
       Tour Sponsorship                        $   *****
       Microsite content                       $   *****
       Media                                       *****
       3rd Party Media                             *****
                                               ---------
                                      TOTAL    $   *****
                                               =========
</TABLE>

The $***** payment due will be made in the following four installments:

        (i)    $*****
        (ii)   $*****
        (iii)  $*****
        (iv)   $*****
        (v)    $*****

2. Separately, the following payment structure will be in place in conjunction
with the provision of Ultimate Experiences as described in Exhibit E which will
be provided at a future date as mutually agreed by AD and Frankel.

Each Ultimate Experience and applicable prizes will have a value of $*****, and
Frankel agrees to pay ARTISTdirect for those prizes that are formalized by an
addendum to this agreement. Payments will be as follows:

        (i)    $***** due upon signing of the addendum
        (ii)   $***** due upon launching of each Ultimate Experience Sweepstakes
        (iii)  $***** due once contest winner has redeemed his/her Ultimate
               Experience Grand Prize

-----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       21
<PAGE>

                                    EXHIBIT C

                             INSURANCE REQUIREMENTS

        (a) COMMERCIAL GENERAL LIABILITY INSURANCE -- Including Independent
Contractors, Contractual Liability, Personal and Advertising Injury, Broad Form
Property Damage, Products/Completed Operations, and associated defense costs.
The parties shall maintain limits of at least $***** per occurrence.

        (b) WORKER'S COMPENSATION INSURANCE as prescribed by the law of the
state in which the work is performed and Disability Benefits Liability in
applicable states (e.g., N.Y., N.J., R.I.)

        (c) EMPLOYER'S LIABILITY INSURANCE with annual limits of at least *****
dollars ($*****) for each accident, for each employee by disease, and Policy
limit by disease.

        (d) All coverages must be primary and non-contributory, must be written
on an occurrence basis (unless otherwise stated) and must be maintained without
interruption from the date of this Agreement until the date of termination of
this Agreement. The insurance policies providing such coverage shall
specifically refer to, and provide insurance coverage for, all of the parties'
indemnity obligations under this Agreement.

        (e) The insurance policies and coverages required by this Agreement must
not expire for at least one (1) year from the date of issuance and must contain
a provision that coverages afforded under the policies will not be canceled or
allowed to expire unless the other party has received at least thirty (30) days
prior written notice. Insured party is responsible for all deductible payments.

-----------------
* In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       22

</TEXT>
</DOCUMENT>
