eMUSIC SELLS 100 MILLION DOWNLOADS;

CATALOGUE SURPASSES 2 MILLION TRACKS

Platinum-Selling Barenaked Ladies to Write and Record Song
About Lucky eMusic Subscriber Who Purchased Milestone Track

NEW YORK, Dec. 13, 2006 -- eMusic has capped a year of remarkable success and outstanding growth with the achievement of a major milestone — 100 million downloads sold — scarcely three years after establishing its current subscription model and a mere 11 months since breaking the 50-million-download plateau. eMusic, the world’s largest retailer of independent music and the second-largest digital music retailer after iTunes, also announced that its catalogue has doubled this year to pass the two million mark, the equivalent of 20,000 new tracks each week from 9,800 of the world’s largest and most innovative independent labels.

eMusic has commissioned platinum-selling pop group Barenaked Ladies to write and record a song about the 100-millionth downloader, Michael Brennan of Moorestown, New Jersey, one of eMusic's more than 220,000 subscribers.

"Subscribers like Michael Brennan are what make eMusic the number one site for serious music lovers. We congratulate him on downloading eMusic's 100-millionth track and helping make us the world’s number two digital music store,” said eMusic President and CEO David Pakman. “The song Michael downloaded, Mississippi Fred McDowell's 'Diamond Ring,' represents precisely the kind of uncompromising, independent-minded music that fans can discover on eMusic. eMusic subscribers don't need to wade through hundreds of boy bands and throw-away reality TV pop stars to find the best independent music in the world.”

A subscriber since February, 2006, Mr. Brennan, a 48-year-old visual artist, downloaded “Diamond Ring” from raw, original Delta bluesman Mississippi Fred McDowell’s album This Ain’t No Rock and Roll on Arhoolie Records, one of the oldest roots music labels in the country. After Barenaked Ladies write and record their new song about Mr. Brennan and the 100-millionth download, it will be available as an exclusive free track on eMusic for a week in January before being bundled with their forthcoming album Barenaked Ladies Are Men (Desperation Records/Nettwerk, due February 6) as a paid bonus track.

eMusic is the only major digital music service to deliver downloads in the universally compatible MP3 format, which works with iTunes, the iPod®, Zune and every other digital music device, and features award-winning editorial content about everything from alternative rock to zydeco. eMusic’s subscription-based service offers 25 free downloads at sign-up and gives music lovers an inexpensive, low-risk way to discover great new music. Its relentless focus on super-serving the oft-ignored 25-and-older music buyer has resulted in eMusic's continued growth this year.

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. The eMusic Web site offers a global catalogue of more than 2 million tracks from established and emerging artists in every genre from the world's leading independent labels. Created by music experts for music fans, it features award-winning editorial content, a vibrant online community and unrivaled music discovery tools. A subscription-based service that offers 25 free downloads at sign-up, eMusic gives consumers an inexpensive, low-risk way to explore great new music they wouldn't find otherwise, and unlike other download services, its universally compatible MP3 files play on any device including the iPod®. Based in New York with an office in London, 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.