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                          NAPSTER, INC.
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        (Name of Registrant as Specified in Its Charter)

        PERRY H. ROD, THOMAS SAILORS, KAVAN P. SINGH
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           (Name of Person(s) Filing Proxy Statement,
                  if other than the Registrant)

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This statement is being sent by Perry H. Rod to Napster, Inc. on May 21, 2008.

AS STATED HEREIN, PERRY H. ROD ("ROD") INTENDS TO MAKE A PRELIMINARY
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF A PROXY
STATEMENT AND AN ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT
PROXIES IN CONNECTION WITH THE NAPSTER, INC. 2008 ANNUAL MEETING.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF
NAPSTER, INC. FOR USE AT THE 2008 ANNUAL MEETING WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL
BE MAILED TO STOCKHOLDERS OF NAPSTER, INC. AND WILL BE AVAILABLE AT
NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH
PROXY SOLICITATION WILL BE CONTAINED IN SUBSEQUENT FILINGS BY ROD
WITH THE SECURITES AND EXCHANGE COMMISSION AND IN AMENDMENTS THERETO.

May 21st, 2008

Perry H. Rod, independent investor and Napster, Inc. shareholder, is
hereby publicly announcing the following nominations for the 2008
annual meeting of stockholders.

For the three director seats on the company's board of directors that
will be up for election at the 2008 Napster, Inc. annual meeting, Mr.
Rod hereby nominates himself and the following candidates:

Thomas Sailors, 49, managing member of Cloverdale Investments LLC, a
personal investment holding company.  Prior to September 2002, he was
managing director at Banc of America Securities, established and
managed the Chicago office of the leveraged finance division of US
West Capital Corporation, was an associate at Morgan Stanley and Co.
in New York and Chicago, was an investment analyst with the private
advisory investment services group at Merrill Lynch in Miami,
Florida, and was a corporate lending officer at the First National
Bank in Dallas.  Mr. Sailors is a Chartered Financial Analyst, holds
an MBA from the Kelley School of Business at Indiana University and a
BSc. in finance from Kansas State University, and is a board member
of the KSU Department of Finance Advisory Board.  He has been a
shareholder of Napster since 2005 and holds 401,000 shares at this time.

Kavan Singh, 26, entrepreneur, began franchise ownership in Cold
Stone Creamery in 2004 and currently owns and operates 10 franchise
locations in California and Missouri through Amrit LLC and Ardaas
LLC, respectively, of which he is president.  In 2006, Mr Singh
expanded business ventures in the health care industry through
Lindenwood Care Corp., of which he is president, by acquiring a 109-
bed assisted living facility in St. Louis, Missouri.  Mr. Singh is
also a consultant and business development officer for the family-
owned medical practice, Singh Medical Specialists, which was founded
in 1975 and is a subsidiary of Farid LLP, of which he is a limited
partner.  His projects in development at Farid LLP include private
healthcare investments including acquiring additional assisted living
facilities, development of a dialysis center, non-invasive imaging
diagnostics, and an urgent care center. From 2001 to 2005 Mr. Singh
was employed as a broker at World Group Securities, Inc., where he
last held the title of Marketing Director.  Mr. Singh is currently a
beneficial shareholder of 9,179 shares, which are jointly held with
Dalip Singh, his grandfather.

Comments explaining Mr. Rod's action are included below:

The nominees' intent in pursuing this effort is to focus upon our
shared interest in building stockholder value.  It should be
emphasized that the nominees are music enthusiasts, as well as
investors, who subscribe to and enjoy the Napster music subscription
service.  We believe that Napster can benefit greatly from the
involvement of individuals with a deep interest who are willing to
commit considerable time and effort at the board level in helping
this company achieve its goals.  Although any and all strategic
options should be considered, we believe that Napster's subscription-
based business model can be successful as an independent entity if
the brand is positioned properly and certain emphases within the
company's portfolio of strategic objectives receive additional attention.

Specific areas of immediate concern include, but are not limited to,
1) positioning, developing, and perhaps transforming, the Napster
brand with a strategy that better explains and promotes the value
proposition, 2) further development of an in-home music solution with
additional AV hardware manufacturing partners, 3) capturing the
attention of adult music consumers who wish to avoid piracy and could
benefit from multiple family members on subscription, 4) utilizing
the viral effects of social networking combined with streaming to
promote the brand and the value proposition, 5) better utilization of
relatively inexpensive but creative marketing opportunities available
in today's internet marketplace, and 6) cost effective outsourcing
opportunities.

The nominees believe that their combined depth of interest in Napster
and their willingness to act as a catalyst for changes necessary to
rebuild shareholder value are what is needed at this time.  Mr. Gorog
was informed of our interest on March 24, 2008, and the names of
these nominees were submitted for consideration by the board of
directors by letter dated April 10, 2008.

We acknowledge the many challenges facing the music industry that
have largely been beyond management's control.  Peer to peer piracy
of copyrighted digital content, for example, is causing a dramatic
shift in consumer attitudes and behavior, especially among young
people, with respect to the perception of value and methods of
procuring recorded music. Napster's challenge is magnified by
the dynamics of this shift.  However, despite these acknowledgements,
we believe much more can be done at the board level to represent
shareholder interests and that the nominees are uniquely qualified
for that role.

In our view, the current Board, while impressive in experience, has
not been effective in inspiring the progress we believe is required
for success.  Since January 2005, common stock value has fallen by
approximately 85%.  We sincerely hope that management and the board
will discover that our intent and purpose are positive and that our
addition to the board will be constructive.  We believe the
shareholders of Napster deserve better representation and that the
company would benefit from fresh perspectives.  It has been, and
remains, our intent to pursue this effort in a spirit of cooperation
with management and the Board and to focus upon our mutual interest
in building shareholder value and assisting the company in achieving
a path toward profitability.  If the board of directors is not
willing to nominate these candidates, the nominees are prepared to
offer themselves to shareholders as independent candidates for the
board of directors.

Questions or comments from shareholders may be communicated to Perry
H. Rod or Thomas Sailors.

Perry H. Rod, 29, is an independent professional investor from
Encino, California.  Aside from working in that capacity for over
eight years, Mr. Rod is also president of Market Rap LLC, which is
developing a collaborative community website for investors, as well
as chairman of the board of directors of The Paradise Project, a non-
profit religious organization.  Mr. Rod is a cum laude graduate of
Georgetown University who has performed professionally as a musician
in the Los Angeles area.  He is the holder of 73,001 shares of
Napster, Inc. common stock at this time.

Perry H. Rod:  (818)  577-7389
Thomas Sailors: (214)  390-5799