Option Exchange Agreement

FORM OF


ON DEMAND DISTRIBUTION LIMITED NON-EXECUTIVE SHARE OPTION


OPTION EXCHANGE AGREEMENT (the "AGREEMENT")


WHEREAS


A. The Optionholder was granted option(s) (the "OLD OPTION") over ordinary
shares in On Demand Distribution Limited ("OD2") pursuant to a letter
agreement dated 24th April, 2003 effecting the Old Option (the "OLD
OPTION AGREEMENT").


B. Loudeye Corp. of 1130 Rainier Avenue South Seattle, Washington 98144,
USA ("LOUDEYE") has made an offer (the "OFFER") to acquire all of the
issued and to be issued ordinary share capital of OD2, pursuant to an
offer document dated 22 June 2004 (the "OFFER DOCUMENT").


C. This Agreement is conditional upon and shall have no effect until the
Offer becomes unconditional in all respects (the "EFFECTIVE DATE").


D. Pursuant to the terms of paragraph 10 of the Old Option Agreement, the
Optionholder has agreed to release the Old Option in consideration of
the grant to him/her of the Exchanged Option (as defined in clause 1).


THE PARTIES AGREE AS FOLLOWS:-


1. DETAILS OF THE EXCHANGED OPTION


DETAILS OF VESTING: the Exchanged Option will be fully vested
and exercisable on the Effective Date, but
will not be vested or exercisable to any
extent until then


DESCRIPTION OF SHARES UNDER shares of Common Stock, par value $0.001
EXCHANGED OPTION: per share, of Loudeye Corp ("LOUDEYE
SHARES")


MAXIMUM NUMBER OF LOUDEYE A = 0.8706 x B; where:
SHARES UNDER EXCHANGED OPTION:
A = number of Loudeye Shares
under the Exchanged Option; and


B = number of OD2 Shares under
the Old Option


Price at which each Loudeye Share USD0.001 can be purchased on exercise of the Exchanged Option ("NEW EXERCISE PRICE"):


2. RELEASE OF THE OLD OPTION


As of the Effective Date (i) the Optionholder releases the Old Option
by releasing OD2 from its obligations under the Old Option to issue OD2
Shares to the Optionholder under the terms of the Old Option Agreement;
and (ii) the Optionholder agrees that he/she has no rights whatsoever
under or in respect of:


a. the Old Option; or


b. the Old Option Agreement.


3. GRANT OF THE EXCHANGED OPTION


3.1 As of the Effective Date, Loudeye hereby grants to the Optionholder the
Exchanged Option.


3.2 The Exchanged Option will be subject to the terms and conditions set
out or referred to in this Agreement, as amended from time to time.


4. EXERCISE AND LAPSE OF THE EXCHANGED OPTION


4.1 The Exchanged Option will only be validly exercised if exercised in
accordance with this Agreement.


4.2 To exercise the Exchanged Option, the Optionholder must complete the
Notice of Exercise attached to this Agreement as the Exhibit.


4.3 In the event that the Optionholder ceases to hold the office of
non-executive director of OD2, the Exchanged Option shall lapse three
months after the later to occur of:


a. the date on which you cease to hold the office of
non-executive director of OD2; or


b. the date on which you cease to hold any Loudeye Shares.


4.4 Subject to the other provisions of this Agreement, in the event of the
Optionholder's death, your personal representatives may exercise the
Exchanged Option during the period of 12 months after the date of
death, after which it shall lapse.


4.5 The Exchanged Option shall not under any circumstances be capable of
exercise later than 24 April 2013.


5. TAX AND NATIONAL INSURANCE CONTRIBUTIONS


5.1 All liability for any tax, or Employer's NICs (as defined in clause 5.5
below) or employee's National Insurance contributions (or their
equivalent in any non-UK jurisdiction) in respect of the grant or
exercise of or other dealing in the Exchanged Option or sale of the
Loudeye Shares ("TAX") will be the responsibility of and borne by the
Optionholder, or where the Optionholder has died, his personal
representatives (the Optionholder and his personal representatives
(where applicable) together in this clause 5 referred to as the
"OPTIONHOLDER").


5.2 Neither Loudeye nor OD2 makes any representation to the Optionholder
with regard to the Tax that may arise as a consequence of surrendering
and releasing the Old Option, the grant of the Exchanged Option or the
exercise of the Exchanged Option.


5.3 The Optionholder will indemnify and keep indemnified his or her
employer, Loudeye and OD2 from and against any liability for, or
obligation to pay, any Tax.


5.4 The Exchanged Option cannot be exercised until the Optionholder has
entered into an election with his/her employer (in a form approved by
Loudeye and the Inland Revenue) (an "ELECTION AGREEMENT") under which
any liability of that employer or Loudeye for Employer's NICs arising
in respect of the issuance, vesting, exercise of or other dealing in
the Exchanged Option is transferred to and met by the Optionholder.


5.5 "EMPLOYER'S NICS" means the amount of employer's National Insurance
contributions that arise upon the grant or exercise of or other dealing
in the Exchanged Option or sale of the Loudeye Shares less the amount
of employer's NICs that would have arisen had the Optionholder
exercised his Non-Executive Options at the fair market value at ...