LOUDEYE TECHNOLOGIES INC
OFFER LETTER TO JOHN BAKER DATED 02/23/2001.
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>4
<FILENAME>dex1032.txt
<DESCRIPTION>OFFER LETTER TO JOHN BAKER DATED 02/23/2001.
<TEXT>

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                                                                   Exhibit 10.32

                                        February 23, 2001



John Baker
1245 20th Place
Hermosa Beach, CA  90254


Dear John,

     On behalf of Loudeye Technologies, Inc., a Delaware corporation (the
"Company"), I am pleased to offer you the position of President and Chief
Executive Officer of the Company.  You will also become a member of the Board of
Directors. Speaking for myself, as well as the other members of the Company's
management team, we are all very impressed with your credentials and we look
forward to your future success in this position.

     The terms of your new position with the Company are as set forth below:

          1.   Position.

               a.   You will become the President and Chief Executive Officer of
                    the Company, working out of the Company's office in Seattle,
                    Washington . You will report to the Board of Directors.

               b.   You agree to the best of your ability and experience that
                    you will at all times loyally and conscientiously perform
                    all of the duties and obligations required of and from you
                    pursuant to the express and implicit terms hereof, and to
                    the reasonable satisfaction of the Company. During the term
                    of your employment, you further agree that you will devote
                    all of your business time and attention to the business of
                    the Company, the Company will be entitled to all of the
                    benefits and profits arising from or incident to all such
                    work services and advice, you will not render commercial or
                    professional services of any nature to any person or
                    organization, whether or not for compensation, without the
                    prior written consent of the Company's Board of Directors,
                    and you will not directly or indirectly engage or
                    participate in any business that is competitive in any
                    manner with the business of the Company. Nothing in this
                    letter agreement will prevent you from accepting speaking or
                    presentation engagements in exchange for honoraria or from
                    serving on boards of charitable organizations, or from
                    owning no more than one percent (1%) of the outstanding
                    equity securities of a corporation whose stock is listed on
                    a national stock exchange.
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February 23, 2001
Page 2

          2.   Start Date.  Subject to fulfillment of any conditions imposed by
               this letter agreement, you will commence this new position with
               the Company on March 5, 2000.

          3.   Proof of Right to Work.  For purposes of federal immigration law,
               you will be required to provide to the Company documentary
               evidence of your identity and eligibility for employment in the
               United States. Such documentation must be provided to us within
               three (3) business days of your Start Date, or our employment
               relationship with you may be terminated.

          4.   Compensation.

               a.   Base Salary.  You will be paid a monthly salary of
                    $25,000.00, which is equivalent to $300,000.00 on an
                    annualized basis. Your salary will be payable in two equal
                    payments per month pursuant to the Company's regular payroll
                    policy (or in the same manner as other employees of the
                    Company).

               b.   Annual Review.  Your base salary will be reviewed annually
                    as part of the Company's normal salary review process and at
                    the discretion of the Board of Directors.

               c.   Annual Bonus.  You are eligible to receive an annual bonus
                    of between $75,000.00 and $150,000.00 based on the
                    achievement of objectives set forth by you and the Board of
                    Directors.

          5.   Stock Options.

               a.   Initial Option Grant.  You will be eligible to participate
                    in any stock option or other incentive programs available to
                    officers or employees of the Company. Your initial grant
                    amount will be issued on your Start Date and will total
                    1,200,000 Nonqualified Stock Options. This grant shall have
                    a ten-year term and shall be exercisable at the rate of
                    18.75% of the shares on the nine month anniversary from your
                    Vesting Commencement Date, (which shall be start date), and
                    quarterly thereafter at a rate of 6.25% of the total number
                    of options every quarter until fully vested (pro-rated for
                    any periods less than a full calendar quarter). The exercise
                    price per share of your Initial Option Grant will be equal
                    to the Company's closing common stock price on your Start
                    Date.

               b.   Bonus Option Grants.  You will be eligible for a bonus grant
                    of 200,000 options issued at the exercise price of $4.00 per
                    share at such time as the Company's common stock closes at
                    or above a price of $4.00 for ten
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February 23, 2001
Page 3

                    consecutive days. You will also be eligible for a bonus
                    grant of 200,000 options issued at the exercise price of
                    $6.00 per share at such time as the Company's common stock
                    closes at or above a price of $6.00 for ten consecutive
                    days. You will also be eligible for a bonus grant of 200,000
                    options issued at the exercise price of $8.00 per share at
                    such time as the Company's common stock closes at or above a
                    price of $8.00 for ten consecutive days. Each such bonus
                    option grant shall have a ten-year term and shall be
                    exercisable at the rate of 6.25% of the total number of
                    options every quarter from the date of grant until fully
                    vested (pro-rated for any periods less than a full calendar
                    quarter).

               c.   Change of Control.  If the Company experiences a change in
                    control, the vesting and exercisability of these options
                    will accelerate with respect to 100% of the total number of
                    shares originally subject to these options.

               d.   Severance.

                    1.   Acceleration.  If you are terminated not for Cause and
                         not related to change of control, you will receive 50%
                         accelerated vesting of your remaining options. "Cause"
                         for termination of your employment shall exist if you
                         willfully fail to substantially perform your duties and
                         responsibilities to the Company, have repeated
                         unexplained or unjustified absences from the Company,
                         commit any act of fraud, embezzlement, dishonesty or
                         other willful misconduct that causes or would likely
                         cause material injury to the Company, use or disclose
                         without authorization any proprietary information or
                         trade secrets of the Company (or other parties to whom
                         you owe an obligation of confidentiality as a result of
                         your relationship with the Company), or willfully
                         breach your obligations under any agreement with the
                         Company including the Confidentiality Agreement.
                         "Cause" is also not defined as you willfully separating
                         from the Company.

                    2.   Exerciseability.  If you are terminated not for cause,
                         you will have up to 90 days after any trading
                         restrictions have been removed to exercise any vested
                         options.

          6.   Benefits.

               a.   The Company will provide you and your dependents with
                    standard medical and optional dental and vision insurance
                    benefits. The Company will subsidize 100% of these premiums.
                    In addition, the Company currently indemnifies all officers
                    and directors to the maximum extent permitted by law, and
                    you will be requested to enter into the Company's standard
                    form of Indemnification Agreement giving you such
                    protection. Pursuant to the Indemnification Agreement, the
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February 23, 2001
Page 4

                    Company will agree to advance any expenses for which
                    indemnification is available to the extent allowed by
                    applicable law.

               b.   You will be eligible to participate in all standard employee
                    benefits including the following: 17 general
                    vacation/sick/personal days; 8 paid Holidays; the Company's
                    401K plan; Employee Stock Purchase Program; Short and Long
                    Term Disability plans; Soft Dollar "Life Enhancement" plan;
                    and the Company's Flexible Spending Account plan. Also, in
                    addition to the $150,000.00 of employer paid Life and AD&D
                    insurance, you are also eligible to apply for voluntary Life
                    insurance and will receive a guarantee issue of $50,000.00
                    if you elect coverage. If you complete and pass a medical
                    questionnaire and possible medical exam, you are eligible to
                    receive up to $300,000.00 upon approval.

          7.   Proprietary Information and Inventions Agreement.  Your
               acceptance of this offer and commencement of employment with the
               Company is contingent upon the execution, and delivery to an
               officer of the Company, of the Company's Proprietary Information
               and Inventions Agreement, a copy of which is enclosed for your
               review and execution (the "Confidentiality Agreement"), prior to
               or on your Start Date.

          8.   Confidentiality of Terms.  You agree to follow the Company's
               strict policy that employees must not disclose, either directly
               or indirectly, any information, including any of the terms of
               this agreement, regarding salary, bonuses, or stock purchase or
               option allocations to any person; provided, however, that you may
               discuss such terms with members of your immediate family and any
               legal, tax or accounting specialists who provide you with
               individual legal, tax or accounting advice.

          9.   Severance Agreement.  If your employment is terminated by the
               Company or its successor for any reason other than Cause, as
               reasonably determined by the Company's Board of Directors, you
               will be entitled to receive continuation of your base salary and
               reimbursement of your insurance benefit expenses for twelve
               months following the date of termination of your employment.

          10.  At-Will Employment.  Notwithstanding the Company's obligation
               described in Section 8 above, your employment with the Company
               will be on an "at will" basis, meaning that either you or the
               Company may terminate your employment at any time for any reason
               or no reason, without further obligation or liability.
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February 23, 2001
Page 5

          11.  Relocation.  You will be eligible to receive reimbursement for
               relocation and transition expenses up to $100,000 and will be
               asked to submit receipts. You will also be able to expense
               temporary housing and travel to the Company for the estimated
               four month transition period until your relocation is complete.

     We are all delighted to be able to extend you this offer and look
forward to working with you.  To indicate your acceptance of the Company's
offer, please sign and date this letter in the space provided below and return
it to me, along with a signed and dated copy of the Proprietary Information and
Inventions Agreement.  This letter, together with the Proprietary Information
and Inventions Agreement, sets forth the terms of your employment with the
Company and supersedes any prior representations or agreements, whether written
or oral.  This letter may not be modified or amended except by a written
agreement, signed by the Company and by you.


                                        Very truly yours,


                                        LOUDEYE TECHNOLOGIES

                                        /s/ Martin Tobias

                                        MARTIN TOBIAS
                                        Chairman, Board of Directors



ACCEPTED AND AGREED:

John Baker

        /s/ John Baker
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Signature

      February 23, 2001
--------------------------------
Date

Enclosure:  Proprietary Information and Inventions Agreement
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