<SUBMISSION>
<ACCESSION-NUMBER>0001012870-01-500506
<TYPE>SC 14D9/A
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010430
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>EMUSIC COM INC
<CIK>0001065013
<ASSIGNED-SIC>3652
<IRS-NUMBER>650207877
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
<ACT>34
<FILE-NUMBER>005-56073
<FILM-NUMBER>1616053
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
<PHONE>6502160200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GOODNOISE CORP
<DATE-CHANGED>19980626
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>EMUSIC COM INC
<CIK>0001065013
<ASSIGNED-SIC>3652
<IRS-NUMBER>650207877
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
<PHONE>6502160200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GOODNOISE CORP
<DATE-CHANGED>19980626
</FORMER-COMPANY>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 14D9/A
<SEQUENCE>1
<FILENAME>dsc14d9a.txt
<DESCRIPTION>AMENDMENT #1 TO SCHEDULE 14D-9
<TEXT>

<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------

                                AMENDMENT NO. 1
                                      TO
                                SCHEDULE 14D-9
         Solicitation/Recommendation Statement under Section 14(d)(4)
                    of the Securities Exchange Act of 1934

                               ----------------

                                EMUSIC.COM INC.
                           (Name of Subject Company)

                               ----------------

                                EMUSIC.COM INC.
                      (Names of Persons Filing Statement)

                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                        (Title of Class of Securities)

                                   292476108
                     (CUSIP Number of Class of Securities)

                               ----------------

                               Gene Hoffman, Jr.
                     President and Chief Executive Officer
                                EMusic.com Inc.
                           1991 Broadway, 2nd Floor
                        Redwood City, California 94063
                                (650) 216-0200
     (Name, address, and telephone numbers of person authorized to receive
     notices and communications on behalf of the persons filing statement)

                                With copies to:

                              Henry Lesser, Esq.
                               Andrew Zeif, Esq.
                       Gray Cary Ware & Freidenrich, LLP
                              400 Hamilton Avenue
                  Palo Alto, California 94301 (650) 833-2000

[_]Check the box if filing relates solely to preliminary communications made
   before the commencement of a tender offer.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

     This Amendment No. 1 amends the Schedule 14D-9 initially filed on April 20,
2001 by EMusic.com Inc., a Delaware corporation ("EMusic") relating to the
third-party tender offer made by Universal Music Group, Inc.'s ("Universal")
wholly-owned subsidiary, Universal Acquisition Corp., to purchase all of the
issued and outstanding shares of EMusic's common stock, par value $0.001 per
share, at a purchase price of $0.57 per share in cash.  Unless otherwise defined
herein, all capitalized terms have the meanings given such terms in the Schedule
14D-9.

     On the date hereof, EMusic is filing Amendment No. 1 to the Schedule 14D-9
filed April 20, 2001 with the SEC for the purpose of filing as exhibits:

 .  Form of the Option Cash-Out Agreement by and among EMusic and certain holders
   of options to purchase shares of EMusic common stock;

 .  Memo dated April 30, 2001 from EMusic to certain optionholders to accompany
   the Option Cash-Out Agreement;

 .  Form of notice to holders of "in the money" warrants to purchase shares of
   EMusic common stock; and

 .  Form of notice to holders of "out of the money" warrants to purchase shares
   of EMusic common stock.

ITEM 9.  EXHIBITS

Item 9 is hereby amended and supplemented by the addition of the following
exhibits:

EXHIBIT NO.                              DESCRIPTION
-----------                              -----------

(a)(8)              Memo dated April 30, 2001 from EMusic.com Inc. to certain
                    holders of options to purchase shares of EMusic.com Inc.
                    common stock

(a)(9)              Form of Option Cash-Out Agreement by and among EMusic.com
                    Inc. and certain holders of options to purchase shares of
                    EMusic.com Inc. common stock

(a)(10)             Form of Notice to Holders of "In the Money" Warrants to
                    purchase shares of EMusic.com, Inc. common stock

(a)(11)             Form of Notice to Holders of "Out of the Money" Warrants
                    to purchase shares of EMusic.com, Inc. common stock

<PAGE>

                                   SIGNATURE

   After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.

                                          EMUSIC.COM INC.

                                                   /s/ Gene Hoffman, Jr.
                                          By: _________________________________
                                                     Gene Hoffman, Jr.
                                               President and Chief Executive
                                                          Officer


                                      17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(8)
<SEQUENCE>2
<FILENAME>dex99a8.txt
<DESCRIPTION>MEMO RE: OPTION CASH-OUT AGREEMENT
<TEXT>

<PAGE>

                                                             Exhibit (a)(8)

                                                   EMusic.com Inc.
Memorandum

To:    EMusic Optionees

From:  Marcus Segal, VP of Operations

Date:  04/30/01

Re:    Option Cash-Out Agreement

-------------------------------------------------------------------------------

As you are aware, pursuant to the terms of the Merger Agreement signed with
Universal Music Group, Inc. ("UMG"), UMG has commenced a tender offer for the
purchase of all outstanding stock of the company for $0.57 per share (the
"Tender Offer"). The EMusic Board of Directors has unanimously recommended that
the company's stockholders accept the Tender Offer. If the Tender Offer is
successfully completed, all shares not purchased in the Tender Offer will be
"cashed out" at the same price pursuant to a merger between the company and a
UMG subsidiary (the "Merger").

Enclosed please find an Option Cash-Out Agreement relating to your EMusic stock
options.  Pursuant to this Agreement, following the completion of the Tender
Offer, you will be paid the difference between the $0.57 offer price and the
option exercise price for all of your options that have an exercise price less
than $0.57 ("in-the-money options").  This payment will be made for all in-the-
money options, whether vested or unvested.  A summary of your options is
attached to the Option Cash-Out Agreement.  All options that you hold with an
exercise price of $0.57 or above will be terminated in accordance with the
EMusic stock option plans.

Please note that pursuant to the Merger Agreement and our stock option plans,
-----------------------------------------------------------------------------
all outstanding options, whether vested or unvested, will terminate as of a
---------------------------------------------------------------------------
change of control as defined in our option plans, which will occur upon
-----------------------------------------------------------------------
consummation of the Tender Offer (assuming greater than 50% of the outstanding
------------------------------------------------------------------------------
shares are purchased in the Tender Offer) and in any event will happen upon the
-------------------------------------------------------------------------------
closing of the Merger.  Accordingly, if you do not enter into the enclosed
--------------------------------------------------------------------------
agreement, any options that you hold and do not exercise prior to the closing of
--------------------------------------------------------------------------------
the Tender Offer (assuming greater than 50% of the outstanding shares are
-------------------------------------------------------------------------
purchased), and in any event upon the closing of the Merger, will terminate and
-------------------------------------------------------------------------------
be of no value.  As the Tender Offer is currently scheduled to expire on May 17,
--------------
2001, we urge you to consider this agreement and respond as quickly as possible.

If you are also a stockholder of the company, you will separately be sent
documents regarding the Tender Offer.  We urge you to review those documents
carefully.

Please review the enclosed agreement carefully, and if acceptable, return your
signed agreement to Clay Jones in the enclosed envelope.  Please note that if
                                                          -------------------
you are married, the agreement must also be signed by your spouse.  If you have
-----------------------------------------------------------------
any questions, please feel free to call me at 650-216-0261 or Clay at x282.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(9)
<SEQUENCE>3
<FILENAME>dex99a9.txt
<DESCRIPTION>FORM OF OPTION CASH-OUT AGREEMENT
<TEXT>

<PAGE>
                                                                  Exhibit (a)(9)

                           OPTION CASH-OUT AGREEMENT


     THIS OPTION CASH-OUT AGREEMENT (this "Agreement") is made and entered into
by and among EMusic.COM INC., a Delaware corporation ("EMusic") and the person
listed on Exhibit A hereto ("Holder") as of the last date set forth on the
          ---------
signature page hereof.

                                   BACKGROUND
                                   ----------

     A.  EMusic has granted Holder one or more options referenced on Exhibit A
                                                                     ---------
to this Agreement (collectively, the "Options"), under the EMusic.com Inc. 1998
Stock Option Plan, the EMusic.com Inc. 1998 Nonstatutory Stock Option Plan, the
Tunes.com Inc. 1997 Stock Option Plan and/or the Amended and Restated Stock
Option Plan of Group K Inc. d/b/a Cductive  (together, the "Option Plans"),
pursuant to which Holder has certain rights to purchase a specified number of
shares of common stock, $0.001 par value, of EMusic ("EMusic Common Stock");

     B.  EMusic, Universal Music Group, Inc., a California Corporation
("Universal"), and Universal Acquisition Corp., Inc., a Delaware corporation and
wholly owned subsidiary of Universal ("Sub"), have entered into an Agreement and
Plan of Merger, dated as of April 6, 2001, (the "Merger Agreement"), pursuant to
which (i) Universal will, on the conditions set forth in the Merger Agreement,
make a tender offer for all of the outstanding shares of EMusic Common Stock
(the "Tender Offer") at a price of $0.57 per share (such amount, or any greater
amount per share paid pursuant to the Tender Offer, being hereinafter referred
to as the "Offer Price"), net to the seller in cash, and (ii) upon completion of
the Tender Offer, Universal, Sub, and EMusic have agreed to effect a merger of
Sub with and into EMusic upon the satisfaction or waiver of certain conditions
set forth in the Merger Agreement;

     C.  Upon the consummation of the merger contemplated by the Merger
Agreement (the "Merger"), each outstanding share of EMusic Common Stock (subject
to certain exceptions described in the Merger Agreement) shall be cancelled and
extinguished and be converted automatically into the right to receive the Offer
Price.  The parties to this Agreement desire that upon the consummation of the
Tender Offer each outstanding Option with an exercise price below the Offer
Price be converted into the right to receive the cash amount equal to the
product of (A) the number of shares of EMusic Common Stock subject to such
Option (including Options not then exercisable, subject to Holder not
voluntarily terminating his or her employment with EMusic prior to the
consummation of the Tender Offer) and (B) the amount, if any, by which the Offer
Price exceeds the exercise price per share of EMusic Common Stock subject to
such Option immediately prior to the consummation of the Tender Offer, subject
to the terms and conditions of this Agreement; and

     D.  The parties to this Agreement desire that contingent upon the
consummation of the Tender Offer and in consideration for the total cash
consideration set forth on Exhibit A to this Agreement (such cash consideration,
                           ---------
net of applicable withholdings, and as appropriately
<PAGE>

adjusted to reflect any increase in the Offer Price and to exclude any options
exercised prior to the consummation of the Tender Offer being the "Option Merger
Consideration") Holder relinquishes Holder's rights under the Options and the
agreements evidencing those Options (the "Option Agreements") and release all
existing or potential claims under the Options, the Option Agreements and the
Option Plans.

     NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree, subject to the consummation of the
Tender Offer, as follows:

     1.  Payment; Relinquishment.
         -----------------------

     EMusic hereby agrees that it shall cause the Option Merger Consideration to
be paid to Holder as soon as practicable after the consummation of the Tender
Offer, subject to the terms and conditions of this Agreement.  In consideration
for the receipt by Holder of the Option Merger Consideration, Holder hereby
irrevocably relinquishes any and all rights of Holder under the Options, the
Option Agreements and the Option Plans, such relinquishment to be conditioned
upon and to occur simultaneously at the occurrence of the consummation of the
Tender Offer.  Holder acknowledges and agrees that during Holder's continuing
employment with EMusic, Holder will not exercise any vested Options prior to the
earlier of the consummation of the Tender Offer or receipt of notification that
the Merger has been cancelled.  The receipt by Holder of the Option Merger
Consideration at or after the consummation of the Tender Offer shall constitute
complete and full payment for the relinquishment of all rights of Holder under
the Options, the Option Agreements and the Option Plans.  Holder hereby
represents and warrants to EMusic that the Options and the Option Agreements are
the only agreements or understandings between Holder and EMusic or any affiliate
of EMusic pertaining to the grant by EMusic (or any affiliate of EMusic) of any
right, option or warrant to acquire (i) EMusic Common Stock or (ii) any other
equity security of EMusic.

     2.  Termination of Employment Prior to Consummation of the Tender Offer.
         -------------------------------------------------------------------

     Holder acknowledges and agrees that if Holder voluntarily terminates his or
her employment with EMusic prior to the consummation of the Tender Offer, (i)
Holder's rights to receive the Option Merger Consideration with respect to
Holder's unvested Options shall then be terminated and Holder's unvested Options
as of the effective date of the termination shall immediately terminate and be
of no further value, and (ii) Holder's rights to receive the Option Merger
Consideration with respect to Holder's Options that are vested as of the date of
such termination will expire if the consummation of the Tender Offer does not
occur within 90 days after the date of employment termination and, in that
event, Holder must exercise such vested Options prior to the expiration of such
90-day period to realize the economic value, if any, of such Options and to the
extent not exercised such vested Options shall terminate and be of no further
value.  As used in this section, voluntary termination does not include failure
to accept a job offered with Universal so long as Holder does not voluntarily
terminate Holder's employment with EMusic effective prior to the consummation of
the Tender Offer.
<PAGE>

     3.  Release.
         -------

     Holder for himself or herself and his or her successors and assigns hereby
releases, acquits, and forever discharges EMusic and EMusic's respective past
and future subsidiaries, affiliates, employees, officers, directors,
stockholders, agents, representatives, successors and assigns (collectively, the
"Released Parties") of and from any and all actions, causes of action, suits,
claims, demands, judgments, damages, obligations and liabilities of any kind, at
law or in equity, known or unknown, which Holder had, now has, or hereafter may
have against the Released Parties, or any of them, under the Options, the Option
Agreements or the Option Plans subject to the consummation of the Tender Offer.

     4.  Civil Code 1542 Waiver
         ----------------------

     Holder acknowledges that he or she has read all of the foregoing release
and the Civil Code section below and that he or she fully understands both the
release and the Civil Code section.  Holder waives any benefits and rights
granted to him or her pursuant to Civil Code section 1542.  California Civil
Code section 1542 states:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
     NOT KNOW OF OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
     RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
     WITH THE DEBTOR.

     5.  Separate Representation.
         -----------------------

     Holder hereby acknowledges that (i) Holder has not been represented by Gray
Cary Ware & Freidenrich LLP (counsel to the Company) or Munger Tolles & Olson
LLP (counsel to Universal and Universal Acquisition Corp.) in connection with
this Agreement or any other agreements or issues related to the transactions
contemplated in the Merger Agreement, (ii) Holder has had sufficient time and
opportunity to review this Agreement and all other documents affecting his or
her interests in connection with the transactions contemplated in the Merger
Agreement, and (iii) Holder has been advised that Holder has the right to engage
and consult separate counsel at Holder's expense in connection with this
Agreement and all other agreements or issues related to the transactions
contemplated in the Merger Agreement and Holder acknowledges that Holder has
either retained such counsel or chosen not to do so prior to execution of this
Agreement.

     5.  CHOICE OF LAW.
         -------------

     THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION OF ITS TERMS AND THE
DETERMINATION OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS
THERETO.
<PAGE>

     6.  Jurisdiction and Venue.
         ----------------------

     Any judicial proceeding brought by or against any of the parties to this
Agreement on any dispute arising out of this Agreement shall be brought in the
state or federal courts of San Mateo County, California, and by execution and
delivery of this Agreement, each of the parties hereto accepts the exclusive
jurisdiction and venue of the aforesaid courts and agrees to be bound by any
judgment rendered thereby in connection with this Agreement after exhaustion of
all appeals (or by the appropriate appellate court if such appellate court
renders judgment).

     7.  Binding Nature.
         --------------

     This Agreement shall bind and inure to the benefit of the parties hereto
and their respective legal representatives, successors and assigns.

     8.  Counterparts.
         ------------

     This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original for all purposes and all of which shall be deemed
collectively to be one agreement, but in making proof hereof it shall only be
necessary to exhibit one such counterpart.

     9.  Tax Withholding.
         ---------------

     Holder acknowledges and agrees that EMusic may withhold from any amount to
be paid hereunder any taxes or other amounts required by law.
<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed effective as of the last date on which any of the
parties execute this Agreement.

          Date:_____________________        EMUSIC.COM INC.


                                            By:___________________________

                                            Name:_________________________

                                            Title:________________________



          Date:_____________________        HOLDER:

                                            ______________________________

                                            Name:_________________________


                                            Address where Holder wants any
                                            notice sent and, if different, where
                                            Option Merger Consideration or any
                                            other consideration under this
                                            Agreement should be sent:


                                            NOTICE:

                                            ______________________________

                                            ______________________________

                                            ______________________________


                                            CONSIDERATION:

                                            ______________________________

                                            ______________________________

                                            ______________________________
<PAGE>

                                SPOUSAL RELEASE



          I, _______________________________, am the spouse of Holder.  I have
read and understand this Release and the documents referred to herein, and I
hereby release any and all claims that I may have against the Released Parties,
EMusic, or any affiliate thereof arising from the Option Agreements or the
Option Plans to acquire (i) EMusic Common Stock or (ii) any other equity
interest in EMusic or any affiliate thereof.


                                             SPOUSE:


                                             ___________________________________
                                             (If not married, please mark
                                             "Not Applicable" on this line)
<PAGE>

                                   EXHIBIT A
                                   ---------



Name of Holder:


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
     Date of         Number of Options         Exercise           Consideration Payable to Holder
      Grant             Outstanding              Price           Assuming an Offer Price of $0.57
                                                                             per Share
---------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                    <C>

                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
                                         $                      $
---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                          <C>
---------------------------------------------------------------------------------------------------
TOTAL*                                                                         $
-------------------------------------------------------------------------------------------------
</TABLE>

* To be reduced by applicable tax withholding.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(10)
<SEQUENCE>4
<FILENAME>dex99a10.txt
<DESCRIPTION>FORM OF NOTICE TO HOLDERS OF "IN" WARRANTS
<TEXT>

<PAGE>

                                                                 Exhibit (a)(10)

                            [EMusic.com Letterhead]

April 30, 2001

VIA REGISTERED MAIL
-------------------

COMPANY
ADDRESS
CITY, STATE, ZIP
Attn:  CONTACT PERSON

     Re:  Warrant to Purchase Common Stock

Dear Sir/Madam:

As you may know, EMusic has entered into an agreement to be acquired by
Universal Music Group, Inc. ("Universal").  As set forth in the agreement,
Universal intends to acquire EMusic by purchasing all of EMusic's outstanding
shares in a tender offer (the "Tender Offer") and subsequent merger at $0.57 per
share.  On April 20, 2001, Universal commenced the Tender Offer.  The Tender
Offer is currently scheduled to expire May 17, 2001.  If the Tender Offer is
consummated, any shares not tendered to Universal will be converted into the
right to receive $0.57 per share pursuant to a merger transaction to be
completed after the consummation of the tender offer.  Upon the closing of the
tender offer, we anticipate Universal will acquire more than 50% of the
outstanding securities of EMusic and will thereafter cause EMusic to merge with
its wholly-owned subsidiary, Universal Acquisition Corp.

Your warrant provides that upon the closing of a merger (such as the merger
transaction contemplated in our acquisition by Universal), your right to
purchase the securities subject to the warrant will automatically terminate.
Because the exercise price of your warrant is below the amount being offered in
the Tender Offer, we assume that you will want to exercise the warrant on a net
exercise basis prior to the closing of our acquisition by Universal.  Under a
net exercise basis, we will pay you $0.10 per share covered by your warrant. The
net exercise price is calculated as the $0.57 Tender Offer price less the $0.47
exercise price of your warrant.  If our assumption is correct, please sign and
return a copy of this letter and we will make the payment of the net exercise
amount promptly following the completion of the proposed merger.  As such
closing may occur as early as May 18, 2001 we recommend that you promptly
respond.

If you have any questions, please do not hesitate to contact the Clay Jones, our
stock administrator at 650-216-0282.

Very truly yours,


___________________________________
Emily Rupp
Chief Financial Officer
<PAGE>

The undersigned elects to exercise its warrants on a net exercise basis pursuant
to the terms described above.


____________________________
[Print Name]

By__________________________

Date _______________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(11)
<SEQUENCE>5
<FILENAME>dex99a11.txt
<DESCRIPTION>FORM OF NOTICE TO HOLDERS OF "OUT" WARRANTS
<TEXT>

<PAGE>

                                                                 Exhibit (a)(11)

                            [EMusic.com Letterhead]

April 30, 2001

VIA REGISTERED MAIL
-------------------

COMPANY
ADDRESS
CITY, STATE, ZIP
Attn:  CONTACT PERSON

     Re:  Warrant to Purchase Common Stock

Dear Sir/Madam:

As you may know, EMusic has entered into an agreement to be acquired by
Universal Music Group, Inc. ("Universal").  As set forth in the agreement,
Universal intends to acquire EMusic by purchasing all of EMusic's outstanding
shares in a tender offer and subsequent merger at $0.57 per share.  On April 20,
2001, Universal commenced its tender offer.  The tender offer is currently
scheduled to expire May 17, 2001.  If the tender offer is consummated, any
shares not tendered to Universal will be converted into the right to receive
$0.57 per share pursuant to a merger transaction to be completed after the
consummation of the tender offer.  Upon the closing of the tender offer, we
anticipate Universal will acquire more than 50% of the outstanding securities of
EMusic and will thereafter cause EMusic to merge with and into its wholly-owned
subsidiary, Universal Acquisition Corp.

Your warrant provides that upon the closing of a merger (such as the merger
transaction contemplated in our acquisition by Universal), your right to
purchase the securities subject to the warrant will automatically terminate.
Because the exercise price of your warrant is above the amount being offered for
shares of EMusic Common Stock we assume that you do not and will not desire to
exercise the warrant prior to the closing of our acquisition by Universal.  Such
closing may occur as early as May 18, 2001.

If you have any questions, please do not hesitate to contact the Clay Jones, our
stock administrator at 650-216-0282.

Very truly yours,


________________________________
Emily Rupp
Chief Financial Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
