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FOR IMMEDIATE RELEASE
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GoodNoise Contact:
Steve Grady
GoodNoise Corporation
(650) 470-2965
steve@goodnoise.com
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GOODNOISE COMPLETES ACQUISITION OF EMUSIC.COM (CREATIVE FULFILLMENT)

Company Plans to Use Emusic.com as Primary Brand for Selling Downloadable Music

PALO ALTO, Calif. February 9, 1999 -- GoodNoise Corporation, a leading seller of
downloadable music on the Internet, today announced the completion of its
acquisition of Creative Fulfillment, Inc., Santa Monica, Calif. Creative
Fulfillment is a leading entertainment and Internet marketing company that owns
and operates the Emusic.com website.  Following the integration of the
companies' operations, GoodNoise plans to use Emusic.com as the primary brand
for its popular downloadable music website.

Under the terms of the transaction, GoodNoise will issue 630,190 shares of
GoodNoise common stock and pay cash of approximately $300,000. Emusic becomes a
wholly-owned subsidiary of GoodNoise.

Gene Hoffman, president and CEO of GoodNoise, said the agreement is key to the
company's mission to become a central distribution point for downloadable music.
"The name Emusic is an ideal domain name for the business we're in. As we
continue to acquire compelling content, we believe that Emusic will be a leading
destination site for fans seeking downloadable music."

Emusic.com, which is currently a retail music site, will be integrated into the
GoodNoise site in the coming months. GoodNoise plans to launch a new website at
Emusic.com in the near future.

As previously announced, GoodNoise has also signed a definitive agreement to
acquire Nordic Entertainment, a downloadable music site that has licensed over
30,000 tracks. This acquisition is expected to close later this quarter.

About GoodNoise

Since it was founded in January 1998, GoodNoise Corporation has established
itself as a clear leader in the rapidly expanding market for downloadable music.
Through relationships with artists and license agreements with leading
independent record labels, GoodNoise has emerged as the premier website for the
sampling and purchasing music in the MP3 (MPEG1, Layer 3) format, which has
emerged as the de facto standard in the digital distribution of music with
millions of users around the world. GoodNoise.com features a constantly
expanding catalog of music and offers music fans complete albums for $8.99 or
the ability to purchase individual tracks for 99 cents. GoodNoise is based in
Palo Alto, California.
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NOTE TO EDITORS: Copies of previous GoodNoise press releases, additional
background on the company, executive biographies and electronic versions of the
GoodNoise logo, can be found in the GoodNoise Press Room at:
http://www.goodnoise.com/about/press_room/index.html.
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GOODNOISE is a trademark of GoodNoise Corporation.

NOTE: Any forward-looking statements contained in this release involve a number
of uncertainties, risks and other factors which may cause the actual results,
performance or achievements expressed or implied by such forward-looking
statements to materially differ. Factors that could cause actual events or
results to differ materially include, among others, those set forth in the
Company's S.E.C. report on Form 10-SB, which may be accessed via the Internet
from a link on the following page:
http://www.goodnoise.com/about/investor/index.html.
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