TAX SHARING AGREEMENT

This Tax Sharing Agreement, dated April 1, 2001, is by and between Adaptec, Inc. ("Adaptec"), a Delaware corporation, and Roxio, Inc., a Delaware corporation ("Roxio"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in that certain First Amended and Restated Master Separation and Distribution Agreement between the parties hereto, dated as of February 28, 2001.

RECITALS

A. Concurrently with the execution of this agreement, Adaptec is transferring to Roxio all of the assets owned by Adaptec related to its software products business. In consideration, Roxio will assume Adaptec's liabilities related to that business and also issue stock to Adaptec, which will constitute all of the Roxio stock then outstanding. At the same time, Adaptec Mfg. (S) Pte., Ltd., a subsidiary of Adaptec organized under the laws of Singapore, ("AMS") will transfer to Roxio CI, Ltd., a Cayman Island corporation, ("RCI") all of the assets owned by AMS related to the software products business. Inconsideration, RCI will assume the liabilities of AMS related to that business and also issue stock to AMS, which will constitute all of the RCI stock then outstanding.