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                                                                  EXHIBIT (e)(4)

February 1, 1998



Mr. Robert H. Kohn


Dear Bob,

On behalf of GoodNoise Corporation ("Company"), we are pleased and delighted to
offer you the position of Chairman and Secretary, starting February 1, 1998,
reporting to the Board of Directors of the Company.  In addition, I confirm that
you have been appointed to the Board of Directors.  The Company will continue to
nominate you for election to the Board as long as you remain an officer of the
Company.

  1.  Cash Compensation.  You shall be compensated at the rate of $5,000 per
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month (which equates to $60,000 on an annual basis), payable at the same
frequency as payroll is distributed to other Company employees.  All payments
shall be reduced by the amount of any taxes or other withholding required by
applicable law and the Company's policies from time to time in effect.

  2.  Stock Grant.
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      2.1  In addition to your salary, you will be issued (3,100,000) three
million hundred thousand shares of Company common stock, all of which are fully
vested.

      2.2  The Company may, in the exercise of its sole discretion, grant
additional shares, or options to purchase shares, under Company's stock option
plans in effect from time to time. In the event of an acquisition of Company,
the vesting of any unvested shares or options at the time of such acquisition
will be accelerated in full. For purposes hereof, an "acquisition of Company"
shall mean a (i) business combination by merger or other transaction in which
Company is sold or merged and as a result of such transaction, the holders of
Company's common stock prior to such transaction do not own or control a
majority of the outstanding shares of the successor corporation or (ii) a sale
by Company of all or substantially all of its assets. In the event of any
inconsistency between your option agreements with Company and the terms and
conditions herein, the terms of this letter shall prevail.

  3.  Benefits. As a Company employee, you will also be eligible for health
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insurance and other Company-provided benefits in accordance with the terms of
these benefit plans when and as adopted by Company. Vacation will accrue at the
rate of two (2) weeks per year.

  4.  Expense Reimbursement. You shall be reimbursed by the Company in
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accordance with the Company's policies from time to time in effect for
reasonable travel and other
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reasonable business expenses incurred by you on behalf of the Company in the
performance of your duties under this Agreement.

  5.  Severance.
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      5.1  As is standard practice, all employment at Company is terminable at
will. This means that you will be free to end your employment with Company at
any time for any reason or for no reason. Similarly, Company may end your
employment at any time for any reason, with or without cause. This "at will"
nature of your employment may not be changed except in writing signed by you and
the President and Chief Executive Officer of Company.

      5.2  However, to address the uncertainties of Company's start up status
and of your commitment to coming to work for Company while leaving a position of
substantially less uncertainty, if Company terminates your full time employment
for other than cause, you shall be entitled to continue to receive your base
salary for a period of twelve months following the date of termination, it being
understood that such amounts would be paid to you over such twelve month period
in accordance with Company's normal payroll policies.

      5.3  For the purposes hereof, "cause" shall mean if you (i) willfully
refuse to perform your duties without proper cause despite adequate warnings,
(ii) act fraudulently with respect to Company or deliberately injure Company or
(iii) are convicted of a felony involving moral turpitude. Termination of
employment shall include "constructive" termination under the following
circumstances: (i) if Company reduces your base salary or rate of compensation
without your consent (excluding a cut in base pay of similar percentage
affecting substantially all of the Company's officers); (ii) if, without your
consent, the Company significantly reduces your job authority or responsibility,
including, without limitation, a change in title whereby you do not retain the
title of "Chairman and Secretary" or you no longer report directly to the Board
of Directors of Company; or (iii) if without your consent, the Company requires
you to change the location of your job or office, such that you will be based at
a location more than fifty (50) miles from Company's current headquarters.

  6.  Other.  Company is committed to the highest standards of integrity and to
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treating our customers, employees, fellow workers, business partners and
competitors in good faith and fair dealing.  We expect employees to share the
same standard and values.  In particular:

      6.1  During your employment, you may have access to trade secrets and
confidential business information belonging to Company, including client lists
and client information, financial information, marketing plans, proprietary
software and source code, personnel and compensation records, and other
materials.  You may also have access to confidential and/or non-disclosure
information entrusted to Company by business partners and others.  By accepting
this offer of employment, you acknowledge that you must keep all of this
information strictly confidential, and refrain from using it for your own
purposes or from disclosing it to anyone outside Company.  You also acknowledge
that your obligation to protect trade secrets and confidential business
information exists not only during your employment but also after your
employment ends.  You agree that at the end of your employment, you will return
to Company all copies of any documents or other materials you have that are
trade secrets, or
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which refer to, contain or reflect trade secrets or confidential business
information. You also agree to protect the confidentiality or information you
may have received from former employers or to other persons and will not bring
into Company any such information without that person's prior written
permission.

      6.2  By accepting this offer, you agree that throughout your employment,
you will observe all Company's rules governing conduct of our business and
employees, including our policies protecting employees from illegal
discrimination and harassment.

      6.3  If we have any dispute or argument arising under this Agreement or
relating to the employment relationship, it will be settled exclusively by
arbitration before the American Arbitration Association in Santa Clara County,
California.

      6.4  Employment with Company is a full-time job, requiring your complete
commitment.  You may not compete with Company or work for any competing entity,
and you must obtain permission in advance from Company before accepting any
outside employment or board membership of any kind.  Notwithstanding the
foregoing, Company shall have no objection to your accepting positions on the
Board of Directors of up to no more than two public, private or non-profit
companies, provided that they are not entities competing with the business of
Company and your participation would not otherwise pose a conflict of interest
with your work for Company.

      6.5  This letter represents the entire understanding among the parties
with respect to the subject matter hereof, and supersedes any and all prior
understandings, agreements, negotiations or obligations between the parties with
respect to the subject matter hereof. All modifications of this Agreement must
be in writing and signed by the party against whom enforcement of such
modification is sought.

I am delighted to extend this offer to you and look forward to an exciting and
mutually rewarding business association.  Please indicate your acceptance of
this offer by signing this letter below and returning it to me.  A copy is
enclosed for your records.

Sincerely yours,

GOODNOISE CORPORATION



By: /s/ Gene Hoffman
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        Gene Hoffman
        President and Chief Executive Officer


                                         ACCEPTED AND AGREED TO
                                         this 1st day of  February, 1998



                                                      /s/ Robert H. Kohn
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                                                       Robert H. Kohn
