Listen’s RHAPSODY : The Leader in Broadband Music

1. Listen.com’s RHAPSODY:The Leader in Broadband Music

2. Listen.com Overview • Founded 12/98 in San Francisco • 70+ employees • Joint venture in Tokyo focused on wireless • Experienced syndicator to massive sites • Yahoo, Real, Lycos, Excite, Altavista, etc. • Launched RHAPSODY service 12/01 • Full-catalog from ALL 5 MAJOR LABELS as of 7/02 • Patent-pending technology platform optimized for broadband and 3G wireless systems • CD Burning coming this Fall

3. RHAPSODY Overview • The leading digital music service provides: • Unlimited access to the world’s largest collection of legal mainstream music. • CD-quality playback from any broadband connected PC. • Highest quality Internet radio • Extensive artist & album information • A simple, intuitive interface

4. RHAPSODY User Experience

5. Why Choose RHAPSODY? • More Music • Only service with all 5 major labels • And over 85 indies • More than 17,000 albums on-demand • Target offers 4,000-5,000 titles • Compelling radio offering • Unlimited Access • Play what you want when you want • One low monthly fee - $10 • Simplicity • Consistently reviewed as easiest service to use • “The only music service your parents can enjoy”

6. Why Partner with Listen.com? • Independent Provider • No Department of Justice Antitrust issues • Clear advantage as music aggregator • no cross-licensing issues • Patent-pending caching technology • Efficient delivery technology provides cost effective, high quality, user experience • Optimized for 3G wireless and broadband delivery • Experienced Third-party enabler • 3+ years experience; our core competency • Co-brandable yet turnkey solution • Billing and Customer service integration available

7. TheCelestial Jukebox • Mobile Device • Phone • PDA Car Subscribe to one service and get access to the entire RHAPSODY catalog from any device Home PC Work PC • Set Top Box • Home entertainment system

8. The Broadband Choice Cable/DSL: Broadband Enablers:

9. The Power Behind Online Music Web: Genre-specific:

10. What the Industry is Saying Phil Leigh, Raymond James & Associates “Our research indicates the major reason that dial-up customers fail to pay-up for to high-speed access is because of a lack of compelling content. In our analysis, a music subscription service is likely to be the first major step in providing such content.” -- July 3, 2002 Cindy Wolf, In-Stat “Music services could turn into an app that drives people to want broadband access…former Napster users, for example. ISPs look for long-term customers and people who use a service like RHAPSODY are [online] a lot.…They’re not likely to switch providers.” -- July 5, 2002 USA Today “3 1/2 stars (out of four). This independent offering easily is the best of the paid online services in terms of consumer friendliness, overall song selection, sonic quality and editorial content.” -- June 25, 2002

11. What the Media Are Saying “...RHAPSODY’s interface for sampling,storing and playing music on the Web is among the best I’ve seen. It will give you a sense of how different an Internet listening experience can be from regular radio or CDs.” June 13, 2002 “For pure desktop listening, it is hard to beat RHAPSODY...[T]he content is diverse, and it is very easy to use…” “...RHAPSODY remains the best choice for streaming and listening to music.” March 7, 2002