eMUSIC TARGETS FILM AUDIENCE VIA DEALS WITH
20TH CENTURY FOX, HOLLYWOOD VIDEO
AND CINEMA SCREEN MEDIA

Memorial Day Weekend Kicks Off Download Card Distribution
To 600,000 Filmgoers

NEW YORK, May 23, 2006 --- eMusic is expanding its subscriber base by tapping into the natural synergy of music and film via partnerships with 20th Century Fox, Hollywood Video and Cinema Screen Media, a leading cinema advertising firm. The deals give eMusic the chance to present its unrivaled iPod®-compatible music discovery service to film audiences, while providing partners with a valuable digital music bonus to offer their customers. As part of these programs, the company will distribute approximately 600,000 cards good for 50 free eMusic downloads at major film openings and theaters during Memorial Day weekend, May 26 – 29, to kick off the summer film season.

“Many film fans share our appreciation for discovering great music, and we’re eager to introduce them to our vast catalog of more than 50,000 new and classic independent artists,” said David Pakman, president and CEO of eMusic. “Our deals with 20th Century Fox, Hollywood Video and Cinema Screen Media are excellent examples of how eMusic works with partners to develop compelling digital music incentives for their customers.”

To date, eMusic has reached more than 10 million people through these programs.

eMusic is working with 20th Century Fox to promote two of the studio’s upcoming releases: X-Men: The Last Stand and The Omen. To raise awareness of the May 26 opening of the X-Men: The Last Stand, eMusic distributed one million co-branded cards offering 50 free eMusic downloads to filmgoers waiting to see Mission: Impossible III in 20 markets during the weekend of May 5 - 7. eMusic will implement a similar campaign to increase visibility for the June 6 opening of The Omen by distributing 350,000 co-branded cards offering 50 free eMusic downloads to filmgoers waiting to see The X-Men during Memorial Day weekend.

Also on Memorial Day weekend, eMusic will distribute 240,000 co-branded cards that can be redeemed for 50 free downloads to filmgoers at Cinema Screen Media-affiliated theaters in Chicago, Minneapolis, Dallas, Phoenix, Denver and Milwaukee. Since April 21, Cinema Screen Media (www.cinemamedia.com) has been screening eMusic’s television commercial on 1,100 movie theater screens in major markets around the country. The deal includes promotion of a rotating slate of eMusic artists four times prior to the movie feature, such as Bloc Party, the Streets and Of Montreal, and prompts viewers to visit www.emusic.com/movies for 50 free tracks and the bands’ albums.

In April, in conjunction with Retail Entertainment Design, eMusic implemented a program to distribute more than six million cards offering 25 free eMusic downloads to Hollywood Video customers with any purchase or rental. The cards are being distributed throughout Hollywood Video’s 2,070 North American stores. Additionally, Hollywood Video is supporting the offer by airing eMusic’s television commercial on its in-store television monitors, featuring the offer on www.hollywoodvideo.com and promoting it to subscribers via the Hollywood Video email newsletter.

In X-Men: The Last Stand, which opens worldwide May 26, the climax of the X-Men motion picture trilogy, a “cure” for mutancy threatens to alter the course of history. For the first time, mutants have a choice: retain their uniqueness, though it isolates and alienates them, or give up their powers and become human. The opposing viewpoints of mutant leaders Charles Xavier, who preaches tolerance, and Magneto, who believes in the survival of the fittest, are put to the ultimate test – triggering the war to end all wars.

The film is directed by Brett Ratner, and written by Simon Kinberg & Zak Penn. The producers are Lauren Shuler Donner, Ralph Winter, Avi Arad. X-Men: The Last Stand stars Hugh Jackman, Halle Berry, Ian McKellen, Famke Janssen, Anna Paquin, Kelsey Grammer, Rebecca Romijn, James Marsden, Shawn Ashmore, Aaron Stanford, Vinnie Jones, Ben Foster, and Patrick Stewart.

About eMusic
eMusic (http://www.emusic.com) is the world’s leading digital retailer of independent music, second only to iTunes in number of downloads sold. Delivering more than 4.5 million downloads per month, eMusic features over 1.2 million tracks from established and emerging artists in every genre from the world’s leading independent labels. A subscription-based service that offers 25 free downloads at sign-up, acclaimed editorial content, a vibrant online community and music discovery tools, eMusic gives consumers an inexpensive, low-risk way to explore great new music they wouldn’t find otherwise. Unlike other download services, eMusic’s universally compatible MP3 files play on any device including the iPod. Based in New York, eMusic.com Inc. is wholly owned by Dimensional Associates, Inc., the private equity arm of JDS Capital Management, Inc.

NOTE: eMusic is a registered trademark and eMusic.com is a trademark of eMusic.com Inc. All other trademarks are the property of their respective owners.