EXHIBIT 2.1

                                STATE OF DELAWARE
                           CERTIFICATE OF AMENDMENT OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                OF LOUDEYE CORP.

The undersigned, Michael A. Brochu, certifies that:

1.  He is the President and Chief Executive Officer of Loudeye Corp., a Delaware
    corporation.

2.  The Certificate of Incorporation of this corporation was originally filed
    with the Secretary of State of Delaware on March 26, 1998.

3.  Pursuant to Section 242 of the General Corporation Law of the State of
    Delaware, this Certificate of Amendment of Amended and Restated Certificate
    of Incorporation amends ARTICLE IV(A) of this corporation's Certificate of
    Incorporation to read in its entirety as follows:

    "The Corporation is authorized to issue two classes of stock to be
    designated, respectively, "Common Stock" and "Preferred Stock." The
    total number of shares which the Corporation is authorized to issue is
    Two Hundred Fifty Five Million (255,000,000) shares, each with a par
    value of $0.001 per share. Two Hundred Fifty Million (250,000,000)
    shares shall be Common Stock and Five Million (5,000,000) shares shall
    be Preferred Stock."

4.  The foregoing Certificate of Amendment has been duly approved by this
    corporation's Board of Directors and stockholders in accordance with the
    applicable provisions of Section 228 and 242 of the General Corporation Law
    of the State of Delaware.

    Executed at Seattle, Washington on May 23, 2005.




                              /s/Michael A. Brochu
                              --------------------------------------------------
                              Michael A. Brochu
                              President and Chief Executive Officer