ITEM 1.01 Entry into a Material Definitive Agreement.

On December 16, 2008, ARTISTdirect, Inc. ("Registrant") entered into a First Amendment to Convertible Subordinated Note (the "Amendment") with Trilogy Capital Partners, Inc., Randy Saaf and Octavio Herrera, the holders of a majority of the aggregate principal amount outstanding of the subordinated convertible notes (collectively, the "Majority Holders"), issued by Registrant (the "Subordinated Notes"). Pursuant to Section 17 of the Subordinated Notes ("Section 17"), the Majority Holders have the right to approve modifications to the Subordinated Notes as further described herein. Section 17 allows holders of the Subordinated Notes representing a majority of the aggregate principal amount then outstanding to vote to make modifications to the Subordinated Notes.

The Amendment decreases the conversion price of the Subordinated Notes from $1.55 to $1.00 per share and waives the requirement of certain holders to give 61 day written notice to increase or decrease the maximum limitation on such holders' ability to convert the Subordinated Notes held by them.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment which is filed herewith as Exhibit 4.1 and is incorporated herein by reference. The description of the subordinated note is qualified in its entirety by reference to the full text of the subordinated note, which is filed as Exhibit 4.4 to that certain 8-K filed with the Securities and Exchange Commission by Registrant on August 3, 2005, and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

4.1 First Amendment to Convertible Subordinated Note, dated December 16, 2008, by and among ARTISTdirect, Inc., Trilogy Capital Partners, Inc., Randy Saaf and Octavio Herrera.