ASSET PURCHASE AGREEMENT

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                                                                    EXHIBIT 10.1

                                                                  Execution Copy

                            ASSET PURCHASE AGREEMENT

     Agreement entered into as of the 28th day of April, 2006 (the "Execution
Date"), by and among Muze Inc., a Delaware corporation ("Buyer"), Loudeye Corp.,
a Delaware corporation ("Loudeye"), and Loudeye Enterprise Communications, Inc.,
a Delaware corporation and wholly-owned subsidiary of Loudeye ("LEC"). Loudeye
and LEC are sometimes referred to individually as a "Seller" and collectively as
"Sellers". Buyer and Sellers are referred to collectively herein as the
"Parties".

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     Sellers desire to sell and assign to Buyer certain of Sellers' assets and
liabilities relating to Sellers' U.S.-based operations, specifically Sellers'
digital music store platforms developed in the U.S. for Seller's current U.S.
business (commonly referred to as version 10.6 and version 11), encoding
services, digital music samples services (the "Samples Service"), hosting
services (specifically, on-demand hosting of content from third party web sites
and delivery of that content to specific URLs for identified customers) and
Internet radio services (collectively, the "Business"), and Buyer desires to
purchase said assets and assume said liabilities, all on the terms and subject
to the conditions contained in this Agreement. Loudeye is retaining all assets
that are not Acquired Assets (as defined below), including all of its
non-U.S.-based operations, all of the capital stock of Loudeye's subsidiaries
(other than Loudeye Sample Services, Inc., a Delaware corporation and
wholly-owned subsidiary of Loudeye ("LSS")), and all assets and operations
relating to the digital media store services business of On Demand Distribution
Limited.

     Now, therefore, in consideration of the representations, warranties and
covenants herein, the Parties agree as follows.

     1. Purchase and Sale of Assets.

     (a) Acquired Assets. On and subject to the terms and conditions of this
Agreement, at the Closing (as defined herein) Buyer shall purchase from Sellers,
and Sellers shall sell, transfer, convey, and deliver to Buyer, all of the
Assets of the Sellers primarily relating to the Business that are specified on
Part 1 of Schedule 1(a) hereto (the "Acquired Assets"), free and clear of all
mortgages, pledges, liens, encumbrances or other security interests created by
or through any of the Sellers (all of the foregoing, "Liens").

     (b) Excluded Assets. Buyer shall not acquire any assets of Sellers that are
not Acquired Assets (collectively, "Excluded Assets"). The Excluded Assets shall
include, without limitation:

          (i) title to any patents other than U.S. Patent 6,873,877;

          (ii) the third party software identified in Part 1 of Schedule 1(b);

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          (iii) office furniture, workstations, supplies, telephones and similar
tangible assets identified in Part 2 of Schedule 1(b) principally used by
personnel of Sellers who are not Retained Employees (as defined herein);

          (iv) all cash, cash equivalents and marketable securities, including,
but not limited to, any and all cash, check, money order, wire transfer or other
deposits of the Sellers received prior to the Effective Time (as defined herein)
and deposited into the bank or other deposit accounts of the Sellers prior to
the Effective Time, whether or not such deposits have cleared, other than the
Prepaids (as defined below);

          (v) all contracts, licenses and agreements, including prepaid amounts
under such contracts, licenses and agreements, that are not Assigned Contracts
including the license agreements identified in Part 3 of Schedule 1(b);

          (vi) all accounts receivable, including any unbilled accounts
receivable, of the Sellers as of the Closing Date, a recent summary schedule of
which is included in Part 4 of Schedule 1(b) (the "Accounts Receivable");

          (vii) all intercompany rights or obligations, including intracompany
receivables, advances or indebtedness between any Sellers and LSS before the
Effective Time;

          (viii) minute books and corporate records of Loudeye or any subsidiary
of Loudeye other than LSS;

          (ix) treasury shares of Loudeye or shares of any subsidiary of Loudeye
other than LSS;

          (x) all insurance policies, contracts or arrangements and rights
thereunder;

          (xi) any assets of any employee benefit plan of any Seller and any
rights under any such plan or any contract, agreement or arrangement between any
employee or consultant and Sellers;

          (xii) all personnel records and other records Sellers are required by
law to retain (it being understood that Buyer may receive copies thereof to the
extent relating to the Acquired Assets or the Retained Employees and as
permitted under applicable law and subject to applicable confidentiality
obligations and restrictions);

          (xiii) all claims for refunds or credits of taxes and other
governmental charges of whatever nature arising out of operation of the Business
prior to the Effective Time;

          (xiv) all defenses, claims, counter-claims, rights of offset and other
actions against any person asserting or seeking to enforce any liability against
the Sellers;

          (xv) all rights, demands, claims, and actions of Sellers (except to
the extent related to an Acquired Asset or an Assumed Liability);

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          (xvi) any bids received from any other person in connection with the
proposed sale of the Business or the Acquired Assets and any analyses prepared
by or on behalf of Sellers of any bids for the Business or any materials
relating to the negotiations with any potential bidder;

          (xvii) any trademarks of Sellers including, without limitation,
Loudeye(R) and the stylized Loudeye logo;

          (xviii) any registered domain names of Sellers other than the
Transferred Domains identified on Schedule 1(a);

          (xix) any and all assets principally associated with either Sellers'
live webcasting business or LEC's LEX online conferencing business;

          (xx) any and all assets formerly associated with Overpeer Inc.'s
business which have not as of the Execution Date been integrated into the
Business;

          (xxi) any and all prospective customer relationships (including all
sales information, contacts proposals and any other information pertaining
thereto) other than prospective customers of the encoding services, Samples
Service, hosting services and Internet radio services; and

          (xxii) any rights of any Seller under this Agreement.

In addition, Sellers may retain a copy of any agreements, contracts, licenses,
customer lists, support call records, royalty data and e-mail files included in
the Acquired Assets for archival purposes only, it being understood that Sellers
will preserve the confidentiality of such materials and will not use them for
any commercial purposes other than as required in such agreements, contracts or
licenses solely with regard to Excluded Liabilities to be performed or satisfied
by Sellers, for example with respect to label reporting and label and/or
customer audit rights.

     (c) Assumed Liabilities. On and subject to the terms and conditions of this
Agreement, at the Closing (as defined herein) Buyer shall assume and agree to
pay, perform, discharge and satisfy when due in accordance with their terms the
following liabilities:

          (i) the offers of employment contemplated by Section 4(d);

          (ii) all liabilities, including deposits, under any contracts,
licenses and permits that are included in the Acquired Assets, including the
Assigned Contracts, accruing, arising out of or relating to periods after the
Effective Time or, if later, the date any such contracts, licenses and permits
are validly assigned to Buyer;

          (iii) all liabilities resulting from Buyer's exercise of its
sublicense rights under any of the Sublicensed Contracts (as defined herein);

          (iv) all post-Effective Time liabilities of Sellers under the written
warranty agreements identified on Schedule 2(c);

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          (v) all severance, termination, sick pay, vacation pay and personal
leave time obligations of the Retained Employees, provided that no such payments
are required to be paid as of the Closing Date;

          (vi) all liabilities of Loudeye relating to or arising from the
Samples Service; and

          (vii) all liabilities and obligations relating to Non-assignable
Assets (including any claims (contractual or otherwise) asserted by third
parties with respect to the treatment or performance of such Non-assignable
Assets contemplated under Section 1(h));

          the obligations in clauses (i) through (vii) above being collectively
referred to as the "Assumed Liabilities"). For avoidance of doubt, the
liabilities and obligations of LSS shall continue to remain with LSS following
the transfer of LSS's capital stock contemplated by this Agreement.

     (d) Excluded Liabilities. Other than the Assumed Liabilities, Buyer shall
not assume, and Sellers shall retain, all other liabilities and obligations of
Sellers (the "Excluded Liabilities"), including without limitation (i) any
liability of Sellers for taxes; (ii) any liability of Sellers for any employment
related claims or under Sellers' employee benefit, option, bonus or other
welfare plans except as otherwise specifically included in the Assumed
Liabilities; (iii) any liability arising under any litigation matter commenced
prior to the Closing or relating to an event that occurred prior to the Closing
except as otherwise specifically included in the Assumed Liabilities; or (iv)
any contingent liability except as otherwise specifically included in the
Assumed Liabilities.

     (e) Purchase Price. The purchase price for the Acquired Assets shall be
$11,000,000 (the "Purchase Price"). On the Execution Date, Buyer shall pay the
Purchase Price as follows: (i) to SVB, the SVB Payoff Amount (as defined in
Section 5(a)(vi)), and (ii) to Loudeye, $11,000,000 less the SVB Payoff Amount.
The Purchase Price shall be paid by wire transfer of immediately available funds
pursuant to the wire transfer instructions appear on Schedule 1(e) hereto.
Loudeye shall hold that portion of the Purchase Price paid to it in escrow from
the time of receipt through the Effective Time.

     (f) Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place at the offices of Loudeye Corp., 1130 Rainier
Avenue South, Seattle, Washington 98144 concurrently with execution and delivery
of this Agreement (the "Closing Date"). It is presently anticipated that the
Closing Date will be on April 30, 2006. The Closing will be effective as of
11:59 p.m. on the Closing Date (the "Effective Time").

     (g) Deliveries at the Closing. At the Closing:

          (i) Seller will deliver to Buyer the various certificates,
instruments, and documents referred to in Section 6(a) below;

          (ii) the Parties will execute and deliver the Bill of Sale, Assignment
and Assumption Agreement substantially in the form of Exhibit A hereto (the
"Bill of Sale");

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          (iii) Buyer and Sellers will execute and deliver the Sublease
substantially in the form of Exhibit B (the "Sublease");

           (iv) Buyer and Loudeye will execute and deliver a Patent Assignment
substantially in the form of Exhibit C;

          (v) Buyer and Loudeye will execute and deliver a Patent License
Agreement substantially in the form of Exhibit D hereto (the "License
Agreement");

          (vi) Buyer and Loudeye will execute and deliver an Encoding Services
Agreement substantially in the form of Exhibit E (the "Encoding Agreement");

          (vii) Buyer (as licensee) and Loudeye (as licensor) and will execute
and deliver a Samples Services License Agreement substantially in the form of
Exhibit F hereto (the "Samples Services License");

          (viii) Buyer (as assignee) and Loudeye (as assignor) will execute and
deliver assignment and assumption agreements in forms agreed between Buyer and
Loudeye with respect to each of the major recorded label company U.S. territory
digital download licenses agreements identified in Schedule 2(e);

          (ix) Loudeye will deliver one or more share certificates evidencing
100% of the outstanding capital stock of Loudeye Samples Services, Inc., a
Delaware corporation ("LSS"), duly endorsed in blank or accompanied by stock
transfer powers duly executed in blank; and

          (x) Buyer will deliver to Seller the consideration specified in
Section 1(e) above.

The Bill of Sale, the Sublease, the Patent Assignment, the License Agreement,
the Encoding Agreement, the Samples Services License and the Major Label
Assignments are collectively referred to as the "Transaction Agreements".

     (h) Non-Assignable Assets. Nothing in this Agreement nor the consummation
of the transactions contemplated hereby shall be construed as an attempt or
agreement to assign any Acquired Asset that by its terms or by law is
non-assignable without a Consent (as defined herein) (a "Non-assignable Assets")
unless and until such Consent shall have been obtained. With regard to any
Non-assignable Assets, the applicable Seller and Buyer shall cooperate in
efforts to obtain required Consents post-Closing and in a mutually acceptable
arrangement under which (i) Buyer would obtain the rights and benefits and
assume the liabilities and obligations (which shall be considered Assumed
Liabilities for purposes of this Agreement) under such Non-assignable Assets in
accordance with this Agreement including by sub-contracting, sub-licensing, or
sub-leasing to Buyer (provided that the applicable Seller shall not be required
to take any action or make any omission that could result in a breach of the
applicable agreement), or (ii) such Non-assignable Assets would be held, as of
and from the Closing Date, by the applicable Seller in trust for Buyer and the
covenants and obligations thereunder in accordance with all applicable
agreements would be performed by Buyer in such Seller's name.

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     (i) Sublicense by Sellers. Sellers, as applicable, hereby grant Buyer
non-exclusive, royalty-free as to Sellers, licenses under the Sublicensed
Contracts on parallel terms to Sellers' rights and obligations under the
Sublicensed Contracts.

     (j) License by Buyer. Buyer grants Loudeye and LEC a non-exclusive,
royalty-free, perpetual, non-transferable, non-sublicensable (except to
affiliates of Loudeye), non-assignable (except that Loudeye may assign the
license to a successor in interest to substantially all its business, whether by
merger, stock purchase, consolidation, sale of assets or otherwise), worldwide
license for Loudeye's and LEC's respective internal use only to use and retain
archive copies of the Loudeye software platforms and associated know-how,
expertise and documentation which constitute part of the Acquired Assets listed
in Sections 1-5 of Schedule 1(a).

     (k) Prepaids, Advances and Other Adjustments. Schedule 1(k) identifies (i)
deposits paid and/or invoiced to Loudeye by EMI DSP customers as of March 31,
2006, less the amount of any accounts receivable balances owed to Loudeye by
such DSPs as of April 25, 2006, (ii) deposits and advances paid by Loudeye to
record labels with respect to contracts that are Acquired Assets under this
Agreement (which amount is payable from Muze to Loudeye and which shall be
offset against the deposits and prepaids set out in (i) and (iii) herein), and
(iii) a pro rated portion of platform service fees paid by O2 Germany to Loudeye
(collectively, the "Prepaids"). Loudeye will pay to Muze an amount equal to
total net Prepaids as reflected on Schedule 1(k) within five (5) business days
of the earlier of the date of the effective assignment and assumption of the O2
Germany service contracts by Muze or the date of a direct agreement being
entered into between Muze and O2 Germany, which direct agreement constitutes the
equivalent of an assignment and assumption of the O2 Germany service contracts
by Muze.

     2. Representations and Warranties of Sellers. The Sellers jointly and
severally represent and warrant to Buyer as follows:

     (a) Organization of Sellers. Each Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.

     (b) Authorization of Transaction. Each Seller has the requisite corporate
power and authority to execute and deliver this Agreement and the Transaction
Agreements to which it is a party, and to perform its obligations hereunder and
thereunder. The execution and delivery by each Seller of this Agreement and the
Transaction Agreements to which it is a party, and the performance by each
Seller of its obligations hereunder and thereunder, have been duly authorized by
all requisite corporate action on the part of such Seller. This Agreement
constitutes, and the Transaction Agreements, when executed and delivered by each
Seller party thereto, will constitute, the valid and legally binding obligations
of such Seller, enforceable in accordance with their respective terms.

     (c) Noncontravention. Neither the execution and the delivery of this
Agreement or the Transaction Agreements, nor the consummation of the
transactions contemplated hereby or thereby, will: (i) violate any law or other
restriction of any government, governmental agency, or court to which any Seller
is subject or any provision of the Certificate of Incorporation, as amended, or
Bylaws of any Seller, or (ii) except with respect to Assigned Contracts
requiring

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consent to assignment and identified on the Schedules to this Agreement,
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which any Seller is a party or by which it
is bound or to which any of the Acquired Assets is subject (or result in the
imposition of any Lien upon any of the Acquired Assets).

      (d) Title to Assets; No Liens. Sellers own outright all the Acquired Assets
that they purport to own and have a valid leasehold interest in all the Acquired
Assets that they purport to lease, in each case free and clear of all Liens
except (i) as specifically identified in Schedule 2(d) and (ii) with respect to
the SVB Lien (as defined below). Loudeye owns 100% of the capital stock of LSS,
and there are no outstanding options, subscription rights, convertible
securities or other rights in favor of any third party to acquire any capital
stock of LSS.

     (e) Assigned Contracts. Schedule 2(e) lists contracts, licenses and other
agreements to which any of the Sellers is a party that are to be assigned to or
assumed by Buyer as part of the Acquired Assets (collectively, the "Assigned
Contracts"). Each Assigned Contract that is assigned to Buyer at the Closing
will continue to be legal, valid, binding, enforceable, and in full force and
effect on identical terms for the benefit of Buyer following the consummation of
the transactions contemplated hereby.

     (f) Sublicensed Contracts. Schedule 2(f) lists the licenses to which any of
the Sellers is a party that are to be sublicensed to Buyer (collectively, the
"Sublicensed Contracts"). Each