SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.3

SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of November 10, 2003 by and between Roxio, Inc., a Delaware corporation (“Borrower”) and Comerica Bank, successor-by-merger to Comerica Bank-California (“Agent” or “Lender”), with respect to the Loan and Security Agreement, dated as of March 8, 2002, entered into by Borrower and Lender, and the First Amendment to Loan and Security Agreement made as of April 9, 2003 (as amended and modified through but excluding the date hereof, the “Agreement”).

RECITALS

WHEREAS, Borrower and Lender entered into the Agreement;

WHEREAS, in order to secure payment and performance of Borrower’s Obligations to Lender, including those arising under the Agreement, Lender took a security interest in various securities accounts of Borrower including Comerica Bank-California Institutional Trust Account No. 48-010100-0683290 (“Securities Account”) and the money, stock, instruments and other property contained in the Securities Account;

WHEREAS, a control agreement was executed in favor of Lender with respect to the Securities Account and the money, stock, instruments and other property contained in the Securities Account;

WHEREAS, the Agreement requires Borrower to maintain on deposit at all times in a deposit account or accounts in Borrower’s name at Lender or in a deposit account or accounts at another institution covered by an account control agreement in favor of Lender Cash Equivalents owned by Borrower having a fair market value of not less that $25,000,000.00 (“Cash Equivalent Deposit Requirement”);

WHEREAS, Borrower failed to comply with the Cash Equivalent Deposit Requirement, which constituted an Event of Default under the Agreement (“Cash Equivalent Deposit Requirement Event of Default”), which Event of Default had occurred and was continuing on November 5, 2003;

WHEREAS, Lender delivered a letter to Borrower on November 5, 2003, stating that the Cash Equivalent Deposit Requirement Event of Default had occurred and was continuing, and gave a Notice of Exclusive Control to the Securities Intermediary under the Securities Account on that date based on the Cash Equivalent Deposit Requirement Event of Default;

WHEREAS, Borrower seeks to have Lender waive the Cash Equivalent Deposit Requirement Event of Default and release its Notice of Exclusive Control on the Securities Account;

WHEREAS, the value of the Collateral owned by Borrower currently pledged to Lender to secure the Obligations exceeds the amount of the outstanding Obligations owed by Borrower to Lender;

WHEREAS, Lender is willing to waive the Cash Equivalent Deposit Requirement Event of Default and release its Notice of Exclusive Control on the Securities Account under the terms and conditions set forth below;

NOW, THERFORE, IT IS AGREED THAT:

Deposit Account – any demand, time, savings, passbook, money market or similar account now or hereafter maintained by or for the benefit of Borrower with an organization that is engaged in the business of banking including a bank, savings bank, savings and loan association, credit union and trust companies (including but not limited to Account No. 1892-18825-9 maintained by Borrower with Lender), and all funds and amounts therein, whether or not restricted or designated for a particular purpose.

b. The definition of “Revolving Loan Maturity Date” in the Agreement is amended to read as follows:

Revolving Loan Maturity Date – April 30, 2004.

c. The first paragraph of Section 1.1.1 in the Agreement is amended to change the Maximum Revolving Amount from $15,000,000.00 to $5,000,000.00.

d. Section 7.1 of the Agreement is deleted and replaced by the following:

7.1 Balance in Comerica Bank Account No. 1892-18825-9 (“Account No. 1892-18825-9”). Borrower shall at all times maintain on deposit with Lender in Account No. 1892-18825-9 cash owned by Borrower in the sum of not less than $6,000,000.00, plus any additional amount which Borrower has agreed, or may agree in the future, shall be in Account No. 1892-18825-9 to secure any obligation owing by Borrower to Lender. Borrower acknowledges that, in connection with Borrower’s request that Lender issue an irrevocable standby letter of credit in the amount of $700,000.00 for the benefit of Entrust, Inc. (which Lender issued on June 20, 2003 as Irrevocable Standby Letter of Credit No. 582761-43), Borrower agreed to maintain $700,000.00 on deposit in Account No. 1892-18825-9 to secure Borrower’s obligations to Lender. Lender may refuse to allow any withdrawals by Borrower from Account No. 1892-18825-9.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first set forth above.

The undersigned, which has pledged property as security for the loan that is the subject of the Agreement, acknowledges that Lender has no obligation to provide it with notice of, or to obtain its consent to, this Amendment. The undersigned nevertheless has reviewed, and consents to, the above amendment, and acknowledges that the Pledge Agreement and other documents it has provided with respect to the Obligations of Borrower under the Loan Agreement and the other Loan Documents remain fully valid, binding and enforceable against it in accordance with their terms.