AMENDMENT NO. 1 TO FORBEARANCE AND CONSENT AGREEMENT

Exhibit 4.1

AMENDMENT NO. 1 TO

FORBEARANCE AND CONSENT AGREEMENT

This AMENDMENT No. 1 (the “Amendment”) to the FORBEARANCE AND CONSENT AGREEMENT dated April 17, 2007 (the “Agreement”), is entered into as of June 25, 2007 by and among ARTISTdirect, Inc., a Delaware corporation and its subsidiaries and affiliates (collectively, the “Company”), U.S. Bank National Association, as Collateral Agent under the Note and Warrant Purchase Agreement (as defined below) (in such capacity, “Collateral Agent”) and the senior lenders signatories hereto (“Initial Purchasers”).

Recitals

A. Company, Initial Purchasers and Collateral Agent are parties to that certain Note and Warrant Purchase Agreement, dated as of July 28, 2005 (the “Senior Financing Agreement”), among Company, the investors party thereto, as Initial Purchasers, and Collateral Agent.  The Senior Financing Agreement, together with the other Transaction Documents (as defined in the Senior Financing Agreement) as such documents have been amended from time to time, are collectively referred to herein as the “Senior Financing Documents”.

B. Company is in default and may trigger additional defaults under certain provisions of the Senior Financing Documents and such defaults are expected to continue.

C. The Existing Senior Defaults constitute “Events of Default” for purposes hereof that entitle Collateral Agent and Initial Purchasers to enforce their rights and remedies under the Senior Financing Documents.

D. Company, Initial Purchasers and the Collateral Agent have previously entered in the Agreement whereby, subject to the conditions contained therein, Collateral Agent and Initial Purchasers agreed to forbear from the exercise of their rights and remedies relating to the Existing Senior Defaults and any other additional Events of Default through June 30, 2007 for the purpose of affording a period of time for Company to obtain funds to pay the obligations under the Senior Financing Documents or to restructure its capital structure.

E. Subject to the terms contained herein, Collateral Agent and Initial Purchasers are willing to agree to continue to forbear from the exercise of their rights and remedies relating to the Existing Senior Defaults and any other additional Events of Default through July 31, 2007.

Agreement

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions.  Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement.

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“Forbearance Period” means the period commencing on April 17, 2007 and ending on the earliest to occur of the following:  (i) July 31, 2007; or (ii) any material representation or warranty made by Company in the Agreement proves to be materially false as of the date when made.

2. Agreement to Forbear.

(a) Subject to the conditions set forth in Section 3 below and subject to the terms hereof and those set forth in the Agreement, during the Forbearance Period, Collateral Agent and Initial Purchasers hereby agree to forbear from exercising any of their rights and remedies under the Senior Financing Documents existing during the Forbearance Period.

3. Conditions to Effectiveness.  The Initial Purchasers’ agreement to forbear for the Forbearance Period shall be subject to the following conditions being fully satisfied:

(a) The execution and delivery to Collateral Agent of a counterpart of this Amendment by Collateral Agent, each Initial Purchaser and Company.

(b) All representations and warranties set forth in the Agreement shall be true and correct as of the date hereof in all material respects.

(c) Company agrees to pay to the Initial Purchasers on a pro rata basis on or before June 29, 2007, the sum of One Hundred Twenty-Five Thousand Dollars ($125,000) which shall be applied in full against all Registration Delay Payments accruing under the Registration Rights Agreement dated as of July 28, 2005, as amended, by and among the Company and the Initial Purchasers, or any other fees and costs in favor of Initial Purchasers.

4. Miscellaneous.

(a) This Amendment may be signed in multiple counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument.  One or more counterparts of this Amendment may be delivered by facsimile, with the intention that they shall have the same effect as an original counterpart thereof and shall be binding on the person delivering the same.

(b) Except to the extent expressly amended hereby, the Agreement shall remain in full force and effect without amendment, impairment or modification.  Each of Company, Initial Purchasers and Collateral Agent respectively reaffirm their obligations under the Agreement as amended hereby.

[Signatures on following pages]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Forbearance and Consent Agreement to be duly executed and delivered by its duly authorized officer as of the date first above written.

	JMB CAPITAL PARTNERS, L.P.,
	as an Initial Purchaser
	By:		/s/ Xxxxx Xxxxxx
			Name:				Xxxxx Xxxxxx
			Title:				Partner
	JMG CAPITAL PARTNERS, L.P.,
	as an Initial Purchaser
	By:		/s/ Xxxxxxxx Xxxxxx
			Name:			Xxxxxxxx Xxxxxx
			Title:			Member Manager of the L.P.
	JMG TRITON OFFSHORE FUND, LTD.,
	as an Initial Purchaser
	By:		/s/ Xxxxxxxx Xxxxxx
			Name:		Xxxxxxxx Xxxxxx
			Title:		Member Manager of the Investment
					Manager

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	CCM MASTER QUALIFIED FUND, LTD,
	as an Initial Purchaser
	By:		/s/ Xxxxx Xxxxxxx
			Name:		Xxxxx Xxxxxxx
			Title:		President of Investment Manager,
					Director of CCM Master Qualified
					Fund, LTD
	U.S. BANK NATIONAL ASSOCIATION,
	as Collateral Agent for Initial Purchasers
	By:		/s/ Xxxx X. Xxxxxxxxxx
			Name:		Xxxx X. Xxxxxxxxxx
			Title:		Vice President
	ARTISTDIRECT, INC.,
	a Delaware corporation
	By:		/s/ Xxxxxx Xxxxxxxxxx
			Name:		Xxxxxx Xxxxxxxxxx
			Title:		Chief Financial Officer

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