SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-12

NET4MUSIC, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

2
NET4 MUSIC INC.

----------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

----------

The Annual Meeting of Shareholders of Net4Music Inc. will be held on
Thursday, May 17, 2001, at 3:30 p.m. (Minneapolis time), at the Marquette Hotel,
710 Marquette Avenue, Minneapolis, Minnesota, for the following purposes:

1. To set the number of directors at nine (9).

2. To elect directors for the ensuing year.

3. To consider and act upon such other matters as may properly
come before the meeting and any adjournments thereof.

Only shareholders of record at the close of business on March 30, 2001,
are entitled to notice of and to vote at the meeting or any adjournment thereof.

Your vote is important. We ask that you complete, sign, date and return
the enclosed proxy in the envelope provided for your convenience. The prompt
return of proxies will save the Company the expense of further requests for
proxies.

BY ORDER OF THE BOARD OF DIRECTORS

Philip Sean Lafleur
Chief Executive Officer

Eden Prairie, Minnesota
April 18, 2001

NET4MUSIC INC.

ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2001

----------

PROXY STATEMENT

----------

INTRODUCTION

Your Proxy is solicited by the Board of Directors of Net4Music Inc.
("the Company") for use at the Annual Meeting of Shareholders to be held on May
17, 2001, at the location and for the purposes set forth in the Notice of
Meeting, and at any adjournment thereof.

The cost of soliciting proxies, including the preparation, assembly and
mailing of the proxies and soliciting material, as well as the cost of
forwarding such material to beneficial owners of stock, will be borne by the
Company. Directors, officers and regular employees of the Company may, without
compensation other than their regular remuneration, solicit proxies personally
or by telephone.

Any shareholder giving a proxy may revoke it at any time prior to its
use at the meeting by giving written notice of such revocation to the Secretary
of the Company. Proxies not revoked will be voted in accordance with the choice
specified by shareholders by means of the ballot provided on the proxy for that
purpose. Proxies which are signed but which lack any such specification will,
subject to the following, be voted in favor of the proposals set forth in the
Notice of Meeting and in favor of the number and slate of directors proposed by
the Board of Directors and listed herein. If a shareholder abstains from voting
as to any matter, then the shares held by such shareholder shall be deemed
present at the meeting for purposes of determining a quorum and for purposes of
calculating the vote with respect to such matter, but shall not be deemed to
have been voted in favor of such matter. Abstentions, therefore, as to any
proposal will have the same effect as votes against such proposal. If a broker
returns a "non-vote" proxy, indicating a lack of voting instructions by the
beneficial holder of the shares and a lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote proxy shall be deemed present at the meeting for purposes of
determining a quorum but shall not be deemed to be represented at the meeting
for purposes of calculating the vote required for approval of such matter.

The mailing address of the principal executive office of the Company is
6210 Bury Drive, Eden Prairie, Minnesota 55346-1718. The Company expects that
this Proxy Statement, the related proxy and Notice of Meeting will first be
mailed to shareholders on or about April 18, 2001.

-1-
4

OUTSTANDING SHARES AND VOTING RIGHTS

The Board of Directors of the Company has fixed March 30, 2001, as the
record date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on March 30, 2001, 18,385,275
shares of the Company's Common Stock were issued and outstanding. The Common
Stock is the only outstanding class of capital stock of the Company entitled to
vote at the meeting. Each share of Common Stock is entitled to one vote on each
matter to be voted upon at the meeting. Holders of Common Stock are not entitled
to cumulative voting rights.

PRINCIPAL SHAREHOLDERS

The following table provides information concerning persons known to
the Company to be the beneficial owners of more than 5% of the Company's
outstanding Common Stock as of March 30, 2001. Unless otherwise indicated, the
shareholders listed in the table have sole voting and investment powers with
respect to the shares indicated.

NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
------------------- ------------------ -----------

Viventures FCPR 2,833,795 15.4%
1, place Carpeaux
92915 La Defense
France

Benoist Grossman 2,833,873(2) 15.4%
1, place Carpeaux
92915 La Defense
France

Patrick Revenu 1,836,157(3) 9.3%
24, chemin Neuf
69570 Dardilly
France

Benson K. Whitney 1,076,586(4) 5.9%
821 Marquette Avenue
Minneapolis, MN 55402

J.M. Hixon Partners, LLC 984,752(5) 5.4%
821 Marquette Avenue
Minneapolis, MN 55402

Claude J. Poletti 1,040,832(6) 5.4%
13, rue Etienne Delorme
65160 Tassin la Demi Lune
France

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

-2-

(1) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of March 30, 2001, or within sixty
days of such date are treated as outstanding only when determining the
percent owned by such individual and when determining the percent owned
by a group.

(2) Includes 78 shares held by Viventures S.A. and 2,833,795 shares held by
Viventures FCPR, venture funds of which Mr. Grossman is a partner. Mr.
Grossman disclaims beneficial ownership of such shares.

(3) Includes (i) 78 shares held by PLS Ventures, (ii) 942,084 shares held
by InnovaFrance FCPI, (iii) 479,647 shares held by InnovaFrance 99 FCPI
and (iv) 414,348 shares held by Avenir Finance Partners. Of the total
amount shown, 1,421,731 shares are not currently outstanding but may be
acquired upon exercise of currently exercisable rights under a Put and
Call Agreement (the "Put and Call") among the Company and certain
shareholders and option holders of Net4Music S.A. Mr. Revenu is the
managing partner of PLS Ventures and is affiliated with InnovaFrance
and Avenir Finance Partners. Mr. Revenu disclaims beneficial ownership
in the shares held by PLS Ventures, InnovaFrance and Avenir Finance
Partners.

(4) Includes (i) 1,000 shares issuable pursuant to a currently exercisable
warrant, (ii) 979,752 shares held by J.M. Hixon Partners, LLC ("Hixon
Partners"), (iii) 5,000 shares issuable pursuant to a currently
exercisable option held by Hixon Partners, (iv) 65,834 shares held by
Gideon Hixon Ventures ("Hixon Ventures") and (v) 7,500 shares issuable
pursuant to a currently exercisable warrant held by Hixon Ventures. Mr.
Whitney, as the managing member of Hixon Partners, has sole voting and
dispositive power over the shares held by Hixon Partners, and has
shared voting and dispositive powers over the shares held by Hixon
Ventures.

(5) Includes 5,000 shares issuable pursuant to a currently exercisable
option.

(6) Such shares are not outstanding but may be acquired upon exercise of
currently exercisable right under the Put and Call.

MANAGEMENT SHAREHOLDINGS

The following table sets forth the number of shares of Common Stock
beneficially owned as of March 30, 2001, by each executive officer of the
Company named in the Summary Compensation table, by each current director and
nominee for director of the Company and by all directors and executive officers
(including the named individuals) as a group. Unless otherwise indicated, the
shareholders listed in the table have sole voting and investment powers with
respect to the shares indicated.

-3-
6

NAME OF BENEFICIAL NUMBER OF SHARES PERCENT
OWNER OR IDENTITY OF GROUP BENEFICIALLY OWNED OF CLASS(1)
-------------------------- ------------------ -----------

Benoist Grossman 2,833,873(2) 15.4%
Patrick Revenu 1,836,157(3) 9.3%
Benson K. Whitney 1,076,586(4) 5.9%
Claude J. Poletti 1,040,832(5) 5.4%
Francois J. Duliege 686,712(5) 3.6%
Martin Velasco 533,391(6) 2.9%
John W. Paulson 454,600(7) 2.5%
William Avery 390,000(8) 2.1%
Mark E. Dunn 84,183(9) *
Philip Sean Lafleur 73,125(9) *
Barbara S. Remley 48,500(10) *
Glenna D. Dibrell 24,500(9) *
Timothy P. Bajarin 14,028(9) *
All current officers and directors
as a group (11 persons) 8,987,804(11) 41.0%

- ----------------
* Less than 1%

(1) See footnote (1) to preceding table.

(2) See footnote (2) to preceding table.

(3) See footnote (3) to preceding table.

(4) See footnote (4) to preceding table.

(5) Such shares are not outstanding but may be acquired upon exercise of
currently exercisable rights under the Put and Call.

(6) Includes (i) 31,200 shares which may be purchased upon exercise of
options that are exercisable as of March 30, 2001 or within 60 days of
such date, (ii) 167,397 shares held by Genevest Consulting S.A., of
which Mr. Velasco is a director, and (iii) 334,794 shares held by
Sequoia Investments Ltd., of which he is a shareholder. Mr. Velasco
disclaims beneficial ownership in the shares held by Genevest
Consulting S.A. and Sequoia Investments Ltd.

(7) Includes 154,100 shares which may be purchased upon exercise of options
that are exercisable as of March 30, 2001 or within 60 days of such
date.

(8) Such shares are owned by FG N4M, of which Mr. Avery is the managing
partner.

(9) Includes 71,683 shares which may be purchased upon exercise of options
that are exercisable as of March 30, 2001 or within 60 days of such
date.

(10) Such shares are not currently outstanding but may be purchased upon
exercise of options that are exercisable as of March 30, 2001 or within
60 days of such date.

-4-

(11) Includes 38,500 shares which may be purchased upon exercise of options
that are exercisable as of March 30, 2001 or within 60 days of such
date.

(12) Includes 19,500 shares which may be purchased upon exercise of options
that are exercisable as of March 30, 2001 or within 60 days of such
date.

(13) Includes 324,453 shares which may be purchased upon exercise of options
and warrants that are exercisable as of March 30, 2001 or within 60
days of such date and 3,149,275 shares that may be acquired upon
exercise of currently exercisable rights under the Put and Call.

ELECTION OF DIRECTORS
(PROPOSALS #1 AND #2)
GENERAL INFORMATION

The Bylaws of the Company provide that the number of directors, which
shall not be less than one, shall be determined by the Board of Directors or by
the shareholders. The Board of Directors recommends that the number of directors
be set at nine and that nine directors be elected at the Annual Meeting. Mr.
William Avery, a current member of the Board, has indicated he does not wish to
stand for re-election. Under applicable Minnesota law, approval of the proposal
to set the number of directors at nine, as well as the election of each nominee,
requires the affirmative vote of the holders of the greater of (A) a majority of
the voting power of the shares represented in person or by proxy at the Annual
Meeting with authority to vote on such matter or (B) a majority of the voting
power of the minimum number of shares that would constitute a quorum for the
transaction of business at the Annual Meeting.

In the absence of other instructions, each proxy will be voted for each
of the nominees listed below. If elected, each nominee will serve until the next
annual meeting of shareholders and until his successor shall be elected and
qualified. If, prior to the meeting, it should become known that any of the
nominees will be unable to serve as a director after the meeting by reason of
death, incapacity or other unexpected occurrence, the proxies will be voted for
such substitute nominee as is selected by the Board of Directors or,
alternatively, not voted for any nominee. The Board of Directors has no reason
to believe that any nominee will be unable to serve.

-5-

The names and ages of all of the director nominees and the positions
held by each with the Company are as follows:

NAME AGE POSITION

Francois Duliege 44 Chairman of the Board
Philip Sean Lafleur 38 Chief Executive Officer and Director
John W. Paulson 53 President of Coda Division and Director
Timothy Bajarin 51 Director
Benoist Grossman (1) 41 Director
Claude J. Poletti 51 Director
Patrick Revenu 54 Director
Martin Velasco (2) 47 Director
Benson K. Whitney (1)(2) 44 Director

- ---------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

FRANCOIS J. DULIEGE has been a director of the Company since October
1990 and Chairman of the Board since November 2000. He joined Net4Music S.A. in
March 1999. Prior to joining Net4Music, Mr. Duliege held several international
positions with information technology companies. After 12 years at
Computervision, where his last assignment was Worldwide Vice President for the
PC Business Unit, he became Vice President and General Manager of Europe, Middle
East and Africa for UB Networks. He then joined Nat Systems as President of
Worldwide Operations. Mr. Duliege graduated from Institut National de Sciences
Appliquees and holds an MBA from Centre d'Etude Superieur de Management.

PHILIP SEAN LAFLEUR joined the Company in November 2000 as Chief
Operating Officer and a director, and became Chief Executive Officer in January
2001. From July 1999 until joining the Company, Mr. Lafleur held the position of
Vice President for European Internet Operations for Trader.com. In 1990 Mr.
Lafleur joined Bertelsmann, where for nine years he held a variety of positions
including Deputy Marketing Manager France Loisirs (Paris), President of Quebec
Loisirs (Montreal), and Executive Director of Music and Multimedia Operations
and Foreign Subsidiaries for France Loisirs. In this last position, Mr. Lafleur
acted as Chairman of the Music Expert Committee for Bertelsmann's European book
and music clubs. Mr. Lafleur holds a BS honors degree in Physics from U.B.C.
Vancouver, Canada. After beginning his career as a Business Analyst for McKinsey
& Co in Toronto, Mr. Lafleur went on to obtain an Honors MBA from INSEAD
(Fontainebleu).

JOHN W. PAULSON has been President of the Company's Coda Division since
October 2000 and a director since December 1990. He was Chief Executive Officer
and Chairman of the Board of Directors of the Company from December 1990 to
October 2000. From 1982 to 1990, Mr. Paulson was Chairman of Springboard
Software, Inc., a publicly held company he founded to develop and market
educational and consumer software products. Springboard was subsequently
purchased by Spinnaker Software Corp. Prior to founding Springboard, Mr. Paulson
was a public school music teacher for nine years during which time he taught
band, keyboard and electronic music classes. He has a Master of Arts in Music
Education from the Eastman School of Music, is a published composer, and has
performed as a professional

-6-

musician for over ten years. Mr. Paulson has served on the Board of Directors of
the National Association of Music Merchants and the St. Paul Chamber Orchestra.

TIMOTHY P. BAJARIN has been director of the Company since April 2000.
He is a well-known computer industry consultant and President of Creative
Strategies Inc. Mr. Bajarin has been with Creative Strategies since 1981 and has
consulted to most of the leading hardware and software vendors in the industry
including IBM, Apple, Xerox, Compaq, Dell, AT&T, Microsoft, Polaroid, Lotus,
Epson, Toshiba and numerous others. His articles and/or analyses have appeared
in most of the leading business and trade publications and he has appeared on
national television programs as a business analyst commenting on the computer
industry on all of the major television networks and is a frequent guest on PBS'
The Computer Chronicles. Mr. Bajarin has been a columnist for many U.S. and
international computer industry publications such as PC Week, Computer Reseller
News, Asia Computer Weekly and Personal Computer World.

BENOIST GROSSMANN has been a director of the Company since October
2000, and previously served as a director of Net4Music S.A. He is currently a
partner in Viventures, the private equity capital fund of the French group
Vivendi. Mr. Grossman began his career at EDF, the National French Electric
Company, where he conducted research on new laser sources. He then spent six
years at NASA as project manager of a space-borne laser system. After his return
to France, Mr. Grossmann worked three years for Thomson-CSF in the Optronics
Division. In 1993, he joined the Financiere de Brienne (risk capital group in
Paris) where he managed several early-stage information technology investments
in France and in the United States. Mr. Grossmann received his Ph.D. in Physics
from the University of Paris VI and his MBA from the Institut d'Etude Politique
in Paris.

CLAUDE J. POLETTI has been a director of the Company since October 2000
and served as Chairman of the Board from October 2000 to November 2000. Mr.
Poletti founded Net4Music S.A. in 1995. Mr. Poletti holds several first prizes
from Conservatoire National Superieur de Musique. He also won first prize of
French broadcast, 1964. For 20 years, he headed several National Music
Academies, and for four years he was President of the National Association of
Music Academies. Mr. Poletti was a member of a team created by the French
Minister of Industry, responsible for development of the music industry. He is
the current conductor of a chamber orchestra, as well as an active organist. Mr.
Poletti is also Director of the Chamber Music Festival of Tyrol (Austria).

PATRICK REVENU has been a director of the Company since October 2000,
and previously served as a director of Net4Music S.A. He is currently the
managing partner in PLS Ventures Capital Partners, a private equity capital fund
based in Paris and Lyon, and affiliated with Avenir Finance Partners. The first
ten years of his career were devoted to research, development and management
relating to new technologies and processing. Mr. Revenu then spent four years,
from 1977 to 1981, in the Pechiney group focusing on research and production,
and three years as director of robotic processing in ASEA. Thereafter, from 1984
to 1987, he was technical director at ISOROY. Over the next five years, Mr.
Revenu served as director in several French and other European firms. He founded
InnovaFrance in 1997. He is a civil engineer and graduated from the Center of
Improvement in Business.

-7-

MARTIN VELASCO has been director of the Company since October 2000, and
previously served as a director of Net4Music S.A. He is an international
entrepreneur with extensive experience in the electronic communications industry
combining the experience of large international companies with high-tech
start-ups. He is a board member of Telefonica SA, the leading telecommunications
services company in the Spanish and Portuguese regions of the world; several
start-ups in Europe, the United States and Asia Pacific region; several venture
and investment funds; and trans-atlantic business organizations. Mr. Velasco was
previously the co-leader of the McKinsey worldwide telecommunication group. He
holds an engineering degree in electronics and a postgraduate degree in computer
science from the Ecole Polytechnique Federale de Lausanne in Lausanne and an MBA
from Institut Europeen d'Administration des Affaires.

BENSON K. WHITNEY has been a director of the Company since May 1997.
Mr. Whitney is the managing general partner of the Gideon Hixon Fund, a private
venture capital partnership. He also serves as Vice President and Chief
Executive Officer of Whitney Management Co., a family management company. In
these positions he has been involved in numerous early stage investments and
serves on several boards of directors. He formerly practiced law with Popham,
Haik, Schnobrich & Kaufman, specializing in regulated industries such as medical
services companies and cable television.

OTHER INFORMATION

Pursuant to an Investor Rights Agreement among the Company, J.M. Hixon
Partners, LLC ("Hixon"), and certain shareholders of the Company entered into at
the time of Hixon's investment in the Company, Hixon has the right, so long as
it owns or controls 4% or more of the Company's Common Stock, to designate an
individual to serve on the Company's Board of Directors, and the shareholders
who are parties to the Agreement have agreed to vote shares of Common Stock
owned or controlled by them for such director designee. Mr. Whitney is currently
serving as the director designee under that Agreement. There are no other
arrangements or understandings between any of the directors or any other person
(other than arrangements or understandings with directors acting as such)
pursuant to which any person was selected as a director or nominee of the
Company. There are no family relationships among the Company's directors.

COMMITTEE AND BOARD MEETINGS

The Company's Board of Directors has two standing committees, the Audit
Committee and the Compensation Committee. The Audit Committee is responsible for
reviewing the Company's internal control procedures, the quarterly and annual
financial statements of the Company, and reviewing with the Company's
independent public accountants the results of the annual audit. The Audit
Committee met three times during fiscal 2000. The Compensation Committee
recommends to the Board of Directors from time to time the salaries and
incentive compensation to be paid to executive officers of the Company and
administers the Company's stock option plan. The Compensation Committee met once
during fiscal 2000. Members of both of such Committees meet informally from time
to time throughout the year on Committee matters.

-8-

The Directors and Committee members often communicate informally to
discuss the affairs of the Company and, when appropriate, take formal Board and
Committee action by unanimous written consent of all Directors or Committee
members, in accordance with Minnesota law, rather than hold formal meetings.
During fiscal 2000, the Board of Directors held six formal meetings. Each
incumbent director attended 100% or more of the total number of meetings (held
during the period(s) for which he has been a director or served on committee(s))
of the Board and of committee(s) of which he was a member with the exception of
and Timothy Bajarin, who attended 50% of the total number of meetings.

DIRECTORS' FEES

Directors are not currently paid fees for attending Board or Committee
meetings. Under the Company's 1992 Stock Option Plan each nonemployee director
(excluding those directors who have waived their rights under such provision)
receives a nonqualified option to purchase 5,000 shares of the Company's Common
Stock upon his or her initial election as a director and a nonqualified option
to purchase 1,500 shares of Common Stock upon each re-election thereafter.

AUDIT COMMITTEE REPORT

The Board of Directors maintains an Audit Committee comprised of two of
the Company's outside directors. The Board of Directors and the Audit Committee
believe that the Audit Committee's current member composition satisfies the rule
of the National Association of Securities Dealers, Inc. ("NASD") that governs
audit committee composition, Rule 4310(c)(26)(B)(iii), including the requirement
that audit committee members all be "independent directors" as that term is
defined by NASD Rule 4200(a)(15).

In accordance with its written charter adopted by the Board of
Directors (set forth in Appendix A), the Audit Committee assists the Board of
Directors with fulfilling its oversight responsibility regarding the quality and
integrity of the accounting, auditing and financial reporting practices of the
Company. In discharging its oversight responsibilities regarding the audit
process, the Audit Committee:

(1) reviewed and discussed the audited financial statements with
management;

(2) discussed with the independent auditors the material required
to be discussed by Statement on Auditing Standards No. 61; and

(3) reviewed the written disclosures and the letter from the
independent auditors required by the Independence Standards
Board's Standard No. 1, and discussed with the independent
auditors any relationships that may impact their objectivity
and independence.

-9-

Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000, as filed with the Securities and Exchange
Commission.

MEMBERS OF THE AUDIT COMMITTEE:
Benson K. Whitney (Chair)
Benoist Grossman

CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS

Under the terms of an Investor Rights Agreement entered into with J.M.
Hixon Partners, LLC in connection with its participation in the Company's 1997
private placement, the Company has granted to J.M. Hixon Partners, LLC a right
to purchase its pro rata share of any new issuances of securities by the
Company, excluding shares issued upon exercise of currently outstanding
warrants, pursuant to employee stock plans, pursuant to a registered public
offering or in connection with an acquisition. The Investor Rights Agreement
also gives J.M. Hixon Partners the right to designate an individual to serve on
the Company's Board of Directors (see "Election of Directors--Other
Information").

-10-

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years to
persons serving as Chief Executive Officer during fiscal 2000 and to each other
executive officer of the Company (the "Named Executive Officers") who received
total salary and bonus compensation in excess of $100,000 for 2000.

Summary Compensation Table

Long-term
Annual Compensation Compensation
------------------- ------------

Securities All Other
Name and Principal Salary Bonus Underlying Options Compensation
Position Year ($) ($) (# of shares) ($)
- ---------------------------------------- ---- ----------- ----------- ------------------ ------------

John W. Paulson, 2000 $155,505 $57,535 90,000 0
Former Chief Executive Officer 1999 148,100 22,215 100,000 55,201(1)
1998 141,597 42,930 0 0

Francois J. Duliege, 2000 $13,650 $11,800 0 $0
Former Chief Executive Officer
Mark E. Dunn, 2000 $127,490 $36,000 40,000 0
Former Senior Vice President
1999 115,900 20,862 30,000 20,007(1)
1998 110,496 25,200 0 0

Barbara S. Remley, 2000 $105,000 $31,000 0 0
Chief Financial Officer 1999 100,000 18,000 25,000 0
1998 62,287 14,962 45,000 0

Glenna A. Dibrell, 2000 $105,836 $19,000 0 0
Former Vice President of Marketing 1999 100,000 18,000 15,000 0
1998 16,471 8,750 35,000 0

- --------------------
(1) Unused vacation payout as a result of policy change.

EMPLOYMENT AGREEMENTS

On October 19, 2000, the Company entered into a one-year employment
agreement with John W. Paulson which will automatically extend for additional
one-year periods unless otherwise terminated as provided in the agreement.
Pursuant to the agreement he will be paid an initial base salary of $155,500 per
year and may be eligible for bonuses as determined by the Board of Directors.
The agreement may be terminated by either party upon written notice to the other
party. In the event the agreement is terminated by the Company without cause,
Mr. Paulson will be paid an amount equal to his base salary as in effect at the
time of termination.

During Fiscal 2000 the Company had an employment agreement with
Francois Duliege pursuant to which he was paid a base salary of $136,765 per
year. Effective April 3, 2001, Mr. Duliege terminated employment with the
Company and will receive a final payment of $36,000. Mr. Duliege continues to
serve as Chairman of the Board.

-11-

OPTION/SAR GRANTS DURING 2000 FISCAL YEAR

The following table sets forth information regarding stock options
granted to the Named Executive Officers during the fiscal year ended December
31, 2000. The Company has not granted stock appreciation rights.

NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE
------------ ------------ ----------- ---------- -------

John W. Paulson 90,000 (1) 9.6% $2.625 12/03/05
Francois J. Duliege 0 N/A N/A N/A
Mark E. Dunn 20,000 (2) 2.1% $2.50 01/03/07
20,000 (3) 2.1% $2.50 01/03/07
Barbara S. Remley 0 N/A N/A N/A
Glenna A. Dibrell 0 N/A N/A N/A

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

(1) Such option was immediately exercisable as to 20,000 shares and the
balance is exercisable in 24 equal monthly installments commencing
January 31, 2001.

(2) Such option was immediately exercisable on the date of grant.

(3) Such option is exercisable in 60 equal monthly installments commencing
January 31, 2000.

-12-

AGGREGATED OPTION/SAR EXERCISES DURING 2000 FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

The following table provides information related to the exercise of
stock options during fiscal 2000 by the Named Executive Officers and the number
and value of options held at fiscal year end by such persons:

NUMBER OF UNEXERCISED
SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
OPTIONS AT 12/31/00 MONEY OPTIONS AT 12/31/00(1)
--------------------- ----------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ -------- ----------- ------------- ----------- -------------

John W. Paulson 0 N/A 140,833 124,167 $182,787 $91,120
Francois J. Duliege 0 N/A 0 0 0 0
Mark E. Dunn 12,500 N/A 68,708 38,792 $86,396 $41,729
Barbara S. Remley 0 N/A 34,833 35,167 $53,224 $53,807
Glenna A. Dibrell 5,000 N/A 16,833 28,167 $28,115 $51,573

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

(1) Value of exercisable/unexercisable in-the-money options is equal to the
difference between the market price of the Common Stock at fiscal year
end and the option exercise price per share multiplied by the number of
shares subject to options. The closing sale price as of December 29,
2000 on the Nasdaq Stock Market was $3.125.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10 percent
of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than 10% shareholders ("Insiders") are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended December 31, 2000
all Section 16(a) filing requirements applicable to Insiders were complied with
except that Larry Pape, a former director, and Glenna Dibrell, a former officer,
and Messrs. Paulson, Dunn and Whitney were each late filing one form reporting
one transaction, and Viventures FCPR and Messrs. Avery, Grossman and Velasco
were each late filing a Form 3.

-13-

INDEPENDENT PUBLIC ACCOUNTANT

Ernst & Young LLP acted as the Company's independent auditors for the
fiscal year ended December 31, 2000, and has been selected to act as the
Company's auditors for fiscal 2001. Representatives of Ernst & Young LLP are
expected to be present at the meeting, will be given an opportunity to make a
statement regarding financial and accounting matters of the Company if they so
desire, and will be available at the meeting to respond to appropriate questions
from the Company's shareholders.

Ernst & Young LLP billed the Corporation the following fees for
services provided in fiscal year 2000:

Audit Fees (including U.S. and French subsidiaries) $ 85,000

Audit-related Fees (relating primarily to SEC filings
in connection with the reverse acquisition,
and other accounting consultations) 104,000

Financial Information Systems Design and Implementation
Fees 0

All Other Fees (relating to tax services) 14,000

McGladrey & Pullen, LLP, served as the Company's independent auditors
for fiscal 1999. On November 6, 2000, the Company selected Ernst & Young LLP to
serve as independent auditors for the Company and ceased its client auditor
relationship with McGladrey & Pullen, LLP. The decision to change auditors was
recommended by the Company's Audit Committee and approved by the Company's Board
of Directors. There were not, in connection with the audits of the two most
recent fiscal years and any subsequent interim period preceding the selection of
Ernst & Young LLP, any disagreements with McGladrey & Pullen, LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to McGladrey & Pullen, LLP's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report, nor has McGladrey & Pullen,
LLP's report on the financial statements of the Company for the past two years
contained an adverse opinion or disclaimer of opinion or been qualified as to
uncertainty, audit scope or accounting principles.

OTHER BUSINESS

Management knows of no other matters to be presented at the meeting. If
any other matter properly comes before the meeting, the appointees named in the
proxies will vote the proxies in accordance with their best judgment.

-14-

SHAREHOLDER PROPOSALS

Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2002 annual meeting of shareholders must be
received by the Company by December 12, 2001, to be considered for inclusion in
the Company's proxy statement and related proxy for the 2002 annual meeting.

Also, if a shareholder proposal intended to be presented at the 2002
annual meeting but not included in the Company's proxy statement and proxy is
received by the Company after February 27, 2002, then management named in the
Company's proxy form for the 2002 annual meeting will have discretionary
authority to vote shares represented by such proxies on the shareholder
proposal, if presented at the meeting, without including information about the
proposal in the Company's proxy materials.

ANNUAL REPORT TO SHAREHOLDERS

A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 2000, accompanies this notice of meeting and Proxy
Statement. No part of the Annual Report is incorporated herein and no part
thereof is to be considered proxy soliciting material.

FORM 10-KSB

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
BEING SOLICITED, UPON WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
2000, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES THERETO. THE COMPANY
WILL FURNISH TO ANY SUCH PERSON ANY EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING
THE FORM 10-KSB, UPON THE PAYMENT, IN ADVANCE, OF REASONABLE FEES RELATED TO THE
COMPANY'S FURNISHING SUCH EXHIBIT(S). REQUESTS FOR COPIES OF SUCH REPORT AND/OR
EXHIBIT(S) SHOULD BE DIRECTED TO MS. BARBARA S. REMLEY, CHIEF FINANCIAL OFFICER,
AT THE COMPANY'S PRINCIPAL ADDRESS.

BY ORDER OF THE BOARD OF DIRECTORS

Philip Sean Lafleur
Chief Executive Officer

Dated: April 18, 2001
Eden Prairie, Minnesota

-15-

APPENDIX A
NET4MUSIC INC.

AUDIT COMMITTEE CHARTER

The Audit Committee of the Company's Board of Directors shall be composed of two
or more directors who are "independent" as such term is defined in applicable
regulations of Nasdaq, and who are free of any relationship that, in the opinion
of the Board of Directors, would interfere with their exercise of independent
judgment as a committee member. Each of the members of the Audit Committee shall
be a person who through prior experience is financially sophisticated and
familiar with financial oversight responsibilities. The independent auditors of
the Company's financial statements shall be accountable to the Audit Committee
and to the Board of Directors of the Company.

In carrying out these responsibilities, the Audit Committee will:
- - Meet not fewer than two times per year.
- - Review and recommend to the Board of Directors the independent auditors to
be selected to audit the financial statements of the Company and its
divisions and subsidiaries and, when appropriate, recommend the replacement
of the Company's auditors.
- - Meet with the independent auditors and financial management of the Company
to review the scope of the proposed audit for the current year and the
audit procedures to be utilized, and at its conclusion to review such
audit, including any comments or recommendations of the independent
auditors. Any changes in accounting principles shall be reviewed.
- - Review with the independent auditors and the Company's financial and
accounting personnel the adequacy and effectiveness of the accounting and
financial controls of the Company, and elicit any recommendations for the
improvement of such internal control procedures or particular areas where
new or more detailed controls or procedures are desirable. Particular
emphasis shall be given to the adequacy of such internal controls to expose
any payments, transactions, or procedures that might be deemed illegal or
otherwise improper.
- - Provide sufficient opportunity for independent auditors to meet with the
members of the Audit Committee without members of management present. Among
the items to be discussed in these meetings are the independent auditors'
evaluation of the Company's financial, accounting, and auditing personnel,
and the cooperation that the independent auditors received during the
course of the audit.
- - Oversee the independence of the independent auditors through appropriate
means including obtaining a written statement delineating all relationships
between the independent auditors and the Company and determining whether
and to what extent the objectivity and independence of the auditors may be
impacted by all relationships and services.
- - Discuss with the independent auditors their qualitative judgments about the
appropriateness, not just the acceptability, of accounting principles and
financial disclosure practices used or proposed to be adopted by the
Company, particularly about the degree of aggressiveness or conservatism of
the Company's accounting principles and underlying estimates.
- - Establish and review adherence to the Company's cash management and
investment policies.
- - Provide the report for the Company's annual proxy statement required by
regulations of the Securities and Exchange Commission respecting activities
of the Committee and state whether the Committee recommends inclusion of
the Company's audited financial statements in the annual report to be filed
with Commission.
- - Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel or other consultants for
this purpose if, in its judgment, that is appropriate.
- - Submit the minutes of all meetings of the Audit Committee to discuss the
material matters discussed at each committee meeting with the Board of
Directors.

-16-
19

Net4Music Inc.
ANNUAL MEETING

Thursday, May 17, 2001
3:30 p.m.
[Map Appears Here]
The Marquette Hotel
710 Marquette Avenue
Minneapolis, Minnesota 55402

Parking Garage:
On Marquette between 7th & 8th St.

Net4Music Inc.
6210 Bury Drive, Eden Prairie, Minnesota 55346-1718 PROXY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON MAY 17, 2001.

The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify below.

IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.

By signing the proxy, you revoke all prior proxies and appoint Sean Philip
Lafleur and Barbara S. Remley, and each of them, with full power of
substitution, to vote your shares on the matters shown on the reverse side and
any other matters which may come before the Annual Meeting and all adjournments.

See reverse side for voting instructions

\/ PLEASE DETACH HERE \/

The Board of Directors Recommends a Vote FOR 1 and 2

1. Election of Directors: 01 - Timothy P. Bajarin 06 - Claude J. Poletti [ ] Vote FOR all [ ] Vote WITHHELD
02 - Francois J. Duliege 07 - Patrick Revenu nominees (except from all nominees
03 - Benoist Grossman 08 - Martin Velasco as marked)
04 - Philip Sean Lafleur 09 - Benson K. Whitney
05 - John W. Paulson

----------------------------------
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NAME(S) [ ]
OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) [ ]
----------------------------------

1. Set the number of directors at nine (9): [ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, the appointed proxies are authorized to vote upon such other business as may properly come before the
meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

Address Change? Mark Box [ ] Date
Indicate changes below: ------------------------------

----------------------------------
[ ]
----------------------------------

SIGNATURE(S) IN BOX
Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc.,
should include title and authority.
Corporations should provide full
name of corporation and title of
authorized officer signing the
proxy.