I just use musicmatch jukebox. Works alright for me. I don't know if it's free or not, it came packaged with windows xp. There aren't huge differences in sound quality with the mp3 converters as far as I know. I can't tell much of a difference between my mp3s and the cds I ripped them from. But once they are streamed through MP3.com, that's where I notice a loss in quality.