Exhibit 24
Roxio, Inc.
455 El Camino Real
Santa Clara, CA 95050
(408) 367-5258

POWER OF ATTORNEY

I, R. Elliot Carpenter, hereby make, constitute, and appoint each of William E. Growney,
Jr., General Counsel and Secretary of Roxio, Inc. (the "Company"), Robin L. Tagatac,
Stock Administrator of the Company, and each other person who at the time of acting
pursuant to this Power of Attorney may be acting as the General Counsel or Stock
Administrator of the Company, each acting singly, my true and lawful attorney-in-fact to:

(1) prepare, sign, acknowledge, deliver and file for me and on my behalf, Forms 3, 4
and 5 and any amendments thereof in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules of
the Securities and Exchange Commission ("SEC"), with respect to securities or
contracts of (or with respect to) the Company, and Form ID or other information
to secure an access and any other code and/or CIK number to permit my filing via
EDGAR;

(2) do and perform any and all acts for me and on my behalf which may be necessary
or desirable to complete any such Form 3, 4 or 5 and file in any authorized
manner such form and this power of attorney with the SEC and any stock
exchange or similar authority;

(3) seek or obtain, as my representative and on my behalf, information concerning
transactions in or with respect to the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, knowing
that I hereby authorize any such person to release any such information to the
attorney-in fact and approve any such release of information; and

(4) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best
interest, or legally required of me, it being understood that the documents
executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

I hereby grant to each such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes
as I might or could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. This Power of Attorney authorizes,
but does not require, each such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent verification of such
information. I further acknowledge that the foregoing attorneys-in-fact, in serving in such
capacity at my request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the 1934 Act or any liability I may have
with respect to transactions reported or reportable thereunder.

This Power of Attorney shall remain in full force and effect until I am no longer required
to file Section 16 reports with respect to my holdings of and transactions in or involving
securities issued by the Company, or earlier if I revoke it in a signed writing delivered to
each of the foregoing attorneys-in-fact.

10/21/02 /S/ R. ELLIOT CARPENTER
Date R. Elliot Carpenter

CARPENTER R ELLIOT 4