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                                                                    EXHIBIT 10.8



Paul Bialek                                                      May 14, 1998

Dear Paul:

As you know, I am extremely pleased to offer you employment at RealNetworks (RN)
as Senior Vice President, Finance and Operations and Chief Financial Officer.

This offer is for a full-time, exempt, regular position with RN. Your
responsibilities will be as directed by RN. Your salary will be $150,000
annually, payable semi-monthly. You will receive RN's standard benefits
including coverage by a medical, dental, prescription and long and short term
disability insurance plan selected by RN and as may be amended or terminated,
and those benefits required by law.

You will also earn equity in RN under the terms of RN's employee stock option
plan. Upon the start of your employment, you will be eligible for options on
150,000 shares. Your stock options will be granted on the Friday following the
first day of your employment. The exercise price of the stock options granted to
you shall be equal to the fair market value of the Company's Common Stock on the
date of the option grant. Fair market value shall equal the last sales price for
shares of the Company's Common Stock on the date the option is granted as
reported by the NASDAQ National Market, subject to the vesting rules and all
other provisions contained in the plan. As agreed, we will modify the standard
RN vesting schedule to include additional provisions in the event of a Corporate
Transaction.

You will also receive 10 paid holidays per year on a schedule to be determined
by RN. You will also receive 10 paid vacation days per year, earned at the rate
of .83 days for each month worked. After January 1st of each year, you are
eligible to take the full annual vacation benefit to be earned in that year,
provided it is scheduled in advance with your manager. You are allowed to accrue
up to twenty days of vacation time. At that point you will stop accruing
vacation time until you have begun to utilize your earned time.

You will also earn .83 days of sick days for each month worked. You are also
eligible, as of January 1st, should your ill health require it, to take the full
sick day benefit to be earned in that year. Sick days earned but not taken
cannot be carried over into a new calendar year. Should your employment with
RealNetworks end, your final paycheck will be adjusted to account for any
positive or negative vacation day balance and for any sick days taken but not
earned.

If you are currently employed by or providing services to any other entity,
whether as a full-time, part-time or temporary employee or consultant, you agree
to advise us prior to your employment with RN.


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Our employment relationship will be terminable at will, which means that either
you or RN may terminate your employment at any time and for any reason or no
reason.

This offer is contingent on your providing evidence of employability as required
by federal law and signing RN's Employee Development and Confidentiality
Agreement and the Non-Compete Agreement, both attached hereto. Please call us if
you have questions about these agreements.

We are excited about the prospect of you joining RealNetworks and look forward
to working with you.

This offer is valid until May 20, 1998 and your start date will be determined at
a later date.


Sincerely,

/s/ Rob Glaser

Rob Glaser
Chairman & CEO
RealNetworks, Inc.


I have read and agree to the above terms of employment, which represent a full,
complete and fair statement of the offer of employment made to me by
RealNetworks, Inc.


Paul Bialek:

/s/ Paul Bialek

Date: May 14, 1998
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