Exhibit 10.3

                          FORM OF AMENDED AND RESTATED

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

                                 April 30, 2001


                                      from

           MEDIABAY, INC., RADIO SPIRITS, INC., AUDIO BOOK CLUB, INC.,
        MEDIABAY.COM, INC., AUDIOBOOKCLUB.COM, INC., ABC-COA ACQUISITION
          CORP., MEDIABAY SERVICES, INC., VIDEO YESTERYEAR, INC., ABC
                INVESTMENT CORP., MEDIABAY PUBLISHING, INC. AND
                              RADIO CLASSICS, INC.,

                                  as Grantors,


                                       to


                             ING (U.S.) CAPITAL LLC

                             as Administrative Agent


<PAGE>

                             Table of Contents                           Page
                             -----------------                           ----

PRELIMINARY STATEMENTS:.....................................................1

SECTION 1.        Grant of Security.........................................2
SECTION 2.        Security for Obligations..................................3
SECTION 3.        Grantors Remain Liable....................................3
SECTION 4.        Representations and Warranties............................3
SECTION 5.        Further Assurances........................................6
SECTION 6.        Transfers and Other Liens.................................8
SECTION 7.        Administrative Agent Appointed Attorney-in-Fact...........9
SECTION 8.        Administrative Agent May Perform..........................9
SECTION 9.        The Administrative Agent's Duties.........................9
SECTION 10.       Remedies..................................................9
SECTION 11.       Indemnity and Expenses...................................11
SECTION 12.       Security Interest Absolute...............................11
SECTION 13.       Amendments; Waivers; Supplements; Etc....................12
SECTION 14.       Addresses for Notices....................................12
SECTION 15.       Continuing Security Interest, Assignments................13
SECTION 16.       Release and Termination..................................13
SECTION 17.       Execution in Counterparts................................14
SECTION 18.       Governing Law; Terms.....................................14
SECTION 19.       Amendment and Restatement; Reaffirmation
                  of Continuing Security...................................14

Exhibit A         Form of Amended and Restated Intellectual Property
                  Security Agreement Supplement

                                    SCHEDULES
                                    ---------

Schedule I     -  Patents and Patent Applications
Schedule II    -  Trademark Registrations and Applications
Schedule III   -  Copyright Registrations and Applications
Schedule IV    -  Licenses
Schedule 4(i)  -  Litigation


<PAGE>

                              AMENDED AND RESTATED
                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

     AMENDED  AND  RESTATED   INTELLECTUAL  PROPERTY  SECURITY  AGREEMENT  (this
"Agreement"), dated as of April 30, 2001, by and among MediaBay, Inc., a Florida
corporation  ("MediaBay"),  Radio Spirits,  Inc., a Delaware corporation ("Radio
Spirits"), Audio Book Club, Inc., a Delaware corporation ("Audio Book Club", and
together with MediaBay and Radio Spirits, the "Borrowers" and each individually,
a  "Borrower"),  MediaBay.com,  Inc., a Delaware  corporation  ("MediaBay.com"),
AudioBookClub.com,  Inc., a Delaware corporation ("AudioBookClub.com"),  ABC-COA
Acquisition Corp., a Delaware corporation ("ABC-COA"),  MediaBay Services, Inc.,
a Delaware corporation ("MediaBay Services"), Video Yesteryear, Inc., a Delaware
corporation ("Video  Yesteryear"),  ABC Investment Corp., a Delaware corporation
("ABC Investment"), MediaBay Publishing, Inc., a Delaware corporation ("MediaBay
Publishing")  and  Radio  Classics,   Inc.,  a  Delaware   corporation   ("Radio
Classics"),  the  Additional  Grantors (as defined in Section 13(c) hereof) (the
Additional    Grantors,    together    with   the    Borrowers,    MediaBay.com,
AudioBookClub.com,  ABC-COA, MediaBay Services, Audio Book Club, ABC Investment,
MediaBay Publishing,  and Radio Classics,  the "Grantors") to ING (U.S.) Capital
LLC, as administrative agent (in such capacity,  together its with successors in
such capacity,  the "Administrative  Agent") for the Secured Parties (as defined
in the Credit Agreement referred to below).

                             PRELIMINARY STATEMENTS:

     (1) MediaBay has entered into a Credit Agreement,  dated as of December 31,
1998,  which Credit  Agreement is  contemporaneously  herewith being amended and
restated  in its  entirety  to  continue  in effect  pursuant  to an Amended and
Restated Credit Agreement dated as of even date herewith (said Agreement,  as it
may hereafter be amended, restated, supplemented, extended or otherwise modified
from time to time,  the "Credit  Agreement";  the terms defined  therein and not
otherwise defined herein being used herein as therein defined),  with the banks,
financial  institutions  and other  institutional  lenders  party  thereto  (the
"Lenders") ING (U.S.) Capital LLC, as Issuing Bank and as Administrative Agent.

     (2) It is a condition  precedent  to the making of Advances by the Lenders,
the issuance of Letters of Credit by the Issuing Bank under the Credit Agreement
and the Hedge Banks' entering into the Bank Hedge  Agreements with the Borrowers
from time to time that the  Borrower  shall  have  granted  the  assignment  and
security  interest  and made the  pledge  and  assignment  contemplated  by this
Agreement.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Secured Parties to make Advances under the Credit Agreement, the Issuing Bank to
issue Letters of Credit under the Credit Agreement, and the Hedge Banks to enter
into Bank Hedge  Agreements  with the Borrowers  from time to time,  each of the
Grantors  hereby  agrees with the  Administrative  Agent for its benefit and the
ratable benefit of the Secured Parties as follows:


                                      -1-
<PAGE>

     SECTION  1.  Grant of  Security.

     Each of the  Grantors  hereby  assigns  as  collateral  and  pledges to the
Administrative  Agent for its  benefit  and the  ratable  benefit of the Secured
Parties,  and hereby grants to the Administrative  Agent for its benefit and the
ratable benefit of the Secured Parties a security interest in the following,  in
each case,  as to each type of property  described  below,  whether now owned or
hereafter  acquired  by such  Grantor,  and whether  now or  hereafter  existing
(collectively, the "Intellectual Property Collateral"):

          (a)  all  patents,  patent  applications  and  patentable  inventions,
     including,  without  limitation,  each  patent  identified  in  Schedule  I
     attached  hereto  and  made a  part  hereof  and  each  patent  application
     identified in such Schedule I, and including,  without limitation,  (i) all
     inventions and improvements  described and claimed therein and the right to
     make, use or sell the same, (ii) the right to sue or otherwise  recover for
     any misappropriations  thereof,  (iii) all income,  royalties,  damages and
     other  payments now and hereafter due and/or  payable with respect  thereto
     (including, without limitation, payments under all licenses entered into in
     connection  therewith,  and  damages  and  payments  for  past  and  future
     infringements   thereof),   and  (iv)  all  rights  corresponding   thereto
     throughout   the  world  and  all   reissues,   divisions,   continuations,
     continuations-in-part,  substitutes,  renewals and extensions thereof,  all
     improvements  thereon and all other rights of any kind  whatsoever  of each
     Grantor accruing thereunder or pertaining thereto (the "Patents");

          (b) all trademarks,  service marks,  trade names, trade dress or other
     indicia of trade  origin,  trademark  and service mark  registrations,  and
     applications for trademark or service mark  registrations  and any renewals
     thereof (to the extent that  assignment of such  application is permissible
     under 15 U.S.C. 1060), including, without limitation, each registration and
     application  identified  in  Schedule  II  attached  hereto and made a part
     hereof,  and  including,  without  limitation,  (i)  the  right  to  sue or
     otherwise  recover for any and all past,  present and future  infringements
     and  misappropriations  thereof,  (ii) all income,  royalties,  damages and
     other  payments now and hereafter due and/or  payable with respect  thereto
     (including, without limitation, payments under all licenses entered into in
     connection  therewith,   and  damages  and  payments  for  past  or  future
     infringements   thereof),   and  (iii)  all  rights  corresponding  thereto
     throughout  the world and all other  rights of any kind  whatsoever  of the
     Grantor accruing  thereunder or pertaining  thereto,  together in each case
     with the goodwill of the business connected with the use of, and symbolized
     by, each such  trademark,  service mark,  trade name,  trade dress or other
     indicia of trade origin (the "Trademarks");

          (c) all  copyrights,  whether  statutory or common law, and whether or
     not the underlying  works of authorship have been published,  and all works
     of  authorship  and  other  intellectual   property  rights  therein,   all
     copyrights of works based on,  incorporated in, derived from or relating to
     works covered by such copyrights, all right, title and interest to make and
     exploit all derivative works based on or adopted from works covered by such
     copyrights, and all copyright registrations and copyright applications, and
     any renewals or extensions thereof,  including,  without  limitation,  each
     copyright registration and copyright application identified in Schedule III
     attached hereto and made a part hereof, and including,  without limitation,
     (i) the right to reproduce,  prepare  derivative works,  distribute copies,
     perform or display any of the foregoing, (ii) the right to sue or otherwise
     recover  for  any  and all  past,  present  and  future  infringements  and
     misappropriations  thereof, (iii) all income, royalties,  damages and other


                                      -2-
<PAGE>

     payments  now  and  hereafter  due  and/or  payable  with  respect  thereto
     (including, without limitation, payments under all licenses entered into in
     connection  therewith,   and  damages  and  payments  for  past  or  future
     infringements   thereof),   and  (iv)  all  rights  corresponding   thereto
     throughout  the world and all other  rights of any kind  whatsoever  of the
     Grantor accruing thereunder or pertaining thereto (the "Copyrights");

          (d) all license agreements (subject to the rights of the other parties
     thereto)  with any other  Person  in  connection  with any of the  Patents,
     Trademarks or  Copyrights,  or such other  Person's  patents,  trade names,
     trademarks,  service  marks,  copyrights or works of  authorship,  or other
     intellectual property, whether such Grantor is a licensor or licensee under
     any such license  agreement,  including,  without  limitation,  the license
     agreements  listed on Schedule IV attached  hereto and made a part  hereof,
     and any  right to  prepare  for sale,  sell and  advertise  for  sale,  all
     Inventory (as defined in the Security  Agreement) now or hereafter owned by
     the  Grantor  and  now or  hereafter  covered  by any  such  licenses  (the
     "Licenses");  provided, however, that to the extent that the consent of any
     other party to any of the  Licenses is required,  under the terms  thereof,
     for the collateral assignment thereof, then this Agreement shall not effect
     any  collateral  assignment  of (or  otherwise  be applied so as to cause a
     default under) such Licenses; and

          (e)  all  proceeds  of  any  of  the  foregoing  Patents,  Trademarks,
     Copyrights and Licenses,  including, without limitation, any claims by such
     Grantor against third parties for infringement of the Patents,  Trademarks,
     Copyrights or Licenses.

     SECTION 2. Security for Obligations.

     This Agreement  secures the payment of all  Obligations of each Grantor now
or hereafter existing under the Loan Documents, whether for principal, interest,
fees,  expenses or otherwise  (all such  Obligations  secured being the "Secured
Obligations").

     SECTION  3.  Grantors  Remain  Liable.

     Anything  herein to the contrary  notwithstanding,  (a) each Grantor  shall
remain liable under the contracts and  agreements  included in the  Intellectual
Property  Collateral  to which it is a party to the extent set forth  therein to
perform all of its duties and  obligations  thereunder  to the same extent as if
this  Agreement had not been  executed,  (b) the exercise by the  Administrative
Agent of any of the rights or remedies  hereunder  shall not release any Grantor
from any of its duties or obligations  under any of the contracts and agreements
included  in  the  Intellectual   Property  Collateral,   and  (c)  neither  the
Administrative  Agent  nor any  Secured  Party  shall  have  any  obligation  or
liability under any of the contracts and agreements included in the Intellectual
Property  Collateral by reason of this Agreement,  nor shall the  Administrative
Agent or any Secured  Party be  obligated to perform any of the  obligations  or
duties of any Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.

     SECTION  4.  Representations  and  Warranties.

     The Grantors jointly and severally represent and warrant as follows:

          (a) Each Grantor is the legal and beneficial owner of the Intellectual
     Property  Collateral  pledged by such  Grantor  free and clear of any Lien,
     claim,  option  or right of  others,  except  for the  liens  and  security
     interests  created  under  this  Agreement  or  permitted  under  the


                                      -3-
<PAGE>

     Loan  Documents  (including,  without  limitation,  any Liens  disclosed in
     Section  6.1 of the Credit  Agreement);  provided,  however,  Grantors  may
     possess  derivative  copyrights  in works  considered  to be in the "public
     domain"  as to which  third  parties  may also have  claims.  No  effective
     financing  statement or other instrument  similar in effect covering all or
     any part of the Intellectual  Property Collateral or listing any Grantor or
     any of its  Subsidiaries  or any trade  name of any  Grantor  or any of its
     Subsidiaries  as  debtor  is on file in any  recording  office  (including,
     without  limitation,  the United States Patent and Trademark Office and the
     United States Copyright  Office) (except that the foregoing  representation
     as to the Acquired  Intellectual  Property  Collateral  is made only to the
     knowledge of the Grantors in respect of filings or recordings  that are not
     Uniform  Commercial  Code  filings),  except such as may have been filed in
     favor of the Administrative  Agent relating to this Agreement or one of the
     other  Loan  Documents,  or as  may be  permitted  pursuant  to the  Credit
     Agreement.

          (b) Set forth in  Schedule I is a complete  and  accurate  list of all
     patents owned by each  Grantor.  Set forth in Schedule II is a complete and
     accurate  list of all  trademark  and service  mark  registrations  and all
     trademark and service mark applications owned by each Grantor. Set forth in
     Schedule III is a complete and accurate list of all copyright registrations
     and copyright  applications owned by each Grantor. Set forth in Schedule IV
     is a complete and accurate list, in all material respects,  of all material
     Licenses in which each Grantor is (i) a licensor with respect to any of the
     Patents, Trademarks, or Copyrights or (ii) a licensee of any other Person's
     patents,  trade names,  trademarks,  service marks,  copyrights or works of
     authorship. Such Grantor has made all necessary filings and recordations to
     protect and  maintain its  interest in the  patents,  patent  applications,
     trademark  and service  mark  registrations,  trademark  and  service  mark
     applications,   copyright  registrations  and  copyright  applications  and
     Licenses set forth in  Schedules I, II, III and IV hereto  except where the
     failure to make any such filings and recordations would not have a Material
     Adverse Effect.

          (c)  Each  patent,  patent  application,  trademark  or  service  mark
     registration,    trademark   or   service   mark   application,   copyright
     registration,  and  copyright  application  of each  Grantor  set  forth in
     Schedule  I, II or III hereto  (except for any which is  immaterial  to the
     business of such Grantor) is subsisting and has not been adjudged  invalid,
     unregisterable  or  unenforceable,  in  whole  or in  part,  and is  valid,
     registrable  and  enforceable.  Each License of each Grantor  identified in
     Schedule IV is, to the best of each Grantor's knowledge, subsisting and has
     not been adjudged invalid or unenforceable, in whole or in part, and is, to
     the best of each Grantor's knowledge, valid and enforceable.  No Grantor is
     aware of any uses of any item of Intellectual  Property  Collateral (except
     for any which is immaterial to the business of such Grantor) which would be
     expected to lead to such item becoming invalid or unenforceable,  including
     unauthorized uses by third parties and uses which were not supported by the
     goodwill  of  the  business  connected  with  such  Intellectual   Property
     Collateral.

          (d) No Grantor has made any previous assignment, transfer or agreement
     constituting a present or future assignment, transfer or encumbrance of any
     of the Intellectual Property Collateral (except for any which is immaterial
     to the business of such Grantor).  Except as set forth on Schedule 4(d), no
     Grantor has granted  any  license  (other than those  listed on Schedule IV
     hereto),  release,  covenant not to sue, or non-assertion  assurance to any
     Person with


                                      -4-
<PAGE>

     respect to any part of the Intellectual Property Collateral (except for any
     which is immaterial to the business of such Grantor).

          (e) Each Grantor has used proper  statutory  notice in connection with
     its use of each patent, each registered trademark and service mark and each
     copyright  contained  in  Schedule  I, II or III  (except  for any which is
     immaterial to the business of such Grantor).

          (f) This Agreement  creates in favor of the  Administrative  Agent, on
     behalf of itself and the Lender Parties,  a valid (upon filing of financing
     statements and with the appropriate  U.S. patent and trademark or copyright
     office)  first  priority  security  interest in the  Intellectual  Property
     Collateral of each Grantor which can be perfected by such filings, securing
     the payment of the Secured  Obligations,  and all filings and other actions
     necessary or desirable  to perfect and protect  such  security  interest as
     requested  by the  Administrative  Agent  have  been duly  taken;  provided
     however, it is understood that with respect to any rights which any Grantor
     may have in copyrights  licensed or acquired from third parties, a security
     interest in such  copyrights  can only be perfected  through  filing in the
     U.S.  Copyright  Office if such copyrights have been previously  registered
     with the U.S. Copyright Office;  and provided further,  except as set forth
     in the Schedules attached hereto,  each Grantor makes no representations or
     warranties  about which,  if any, of such  copyrights  have been registered
     with the U.S. Copyright Office.

          (g) Except as set forth in Schedule 4.4 of the Credit  Agreement,  and
     any required consent of other parties to Licenses, no consent of any Person
     and no  authorization,  approval  or other  action  by, and no notice to or
     filing with, any governmental  authority or regulatory body or other Person
     is required (i) for the grant by any Grantor of the assignment and security
     interest granted hereby,  for the pledge by any Grantor of the Intellectual
     Property  Collateral  pursuant  hereto,  or for the execution,  delivery or
     performance of this  Agreement by each Grantor,  (ii) for the perfection or
     maintenance of the pledge,  assignment and security interest created hereby
     (including  the  first  priority  nature  of such  pledge,  assignment  and
     security  interest),  except for the filing of financing  and  continuation
     statements under the Uniform  Commercial  Code, which financing  statements
     have been duly filed, and the filing and recording of this Agreement in the
     United States Patent and Trademark  Office and the United States  Copyright
     Office against each patent,  patent application,  trademark or service mark
     registration,    trademark   or   service   mark   application,   copyright
     registration,  and  copyright  application  of each  Grantor  set  forth in
     Schedule  I,  II  or  III  hereto,   or  (iii)  for  the  exercise  by  the
     Administrative  Agent of its rights  provided for in this  Agreement or the
     remedies in respect of the  Intellectual  Property  Collateral  pursuant to
     this Agreement.  To the extent that any of the Licenses  entered into after
     the date  hereof is material  to the  business  of the  subject  Grantor or
     accounted  for or could  reasonably  be  expected  to account for more than
     $250,000 in gross revenues to the Grantors during any Borrower's current or
     subsequent  fiscal  year,  such  Grantor  will  hereafter  promptly use its
     commercially  reasonable  efforts  (without  being  required  to incur  any
     unreasonable  expense) to obtain any required  third party  consent for the
     assignment of such License hereunder.

          (h) Except as set forth on Schedule 4(i) hereto or Schedule 4.4 or 4.9
     to the Credit Agreement, no claim has been made to or by any Grantor and is
     continuing or threatened to or by any Grantor that any item of Intellectual
     Property  Collateral  (except that which is


                                      -5-
<PAGE>

     immaterial to such Grantor's  business) is invalid or unenforceable or that
     the use by any Grantor of any Intellectual Property Collateral (except that
     which is immaterial  to such  Grantor's  business)  does or may violate the
     rights of any Person.  To the best of each  Grantor's  knowledge,  there is
     currently no infringement  or unauthorized  use of any item of Intellectual
     Property  Collateral  (except that which is  immaterial  to such  Grantor's
     business)  or could  not  reasonably  be  expected  to result in a claim or
     claiming against such Grantor for amount exceeding $250,000 individually or
     in the aggregate.

          (i) Each  Grantor  has taken  all  reasonably  necessary  steps to use
     consistent  standards of quality in the manufacture,  distribution and sale
     of all products sold and the provision of all services provided under or in
     connection  with  any of the  Intellectual  Property  Collateral,  which is
     material  to such  Grantor's  business,  and  has  taken  all  commercially
     reasonable  steps  to  ensure  that  all  licensed  users  of  any  of  the
     Intellectual  Property  Collateral,  which is  material  to such  Grantor's
     business, use such consistent standards of quality.

     SECTION 5. Further Assurances.

     (a) Each of the  Grantors  jointly and  severally  agrees that from time to
time, at the expense of such Grantor,  such Grantor shall  promptly  execute and
deliver all further instruments and documents, and take all further action, that
the  Administrative  Agent  believes may be  reasonably  necessary,  or that the
Administrative Agent may reasonably request, in order to perfect and protect any
pledge,  assignment  or security  interest  granted or  purported  to be granted
hereby or to enable the Administrative  Agent to exercise and enforce its rights
and remedies  hereunder  with respect to any part of the  Intellectual  Property
Collateral. Without limiting the generality of the foregoing, each Grantor will,
upon the reasonable  request of the  Administrative  Agent,  with respect to the
Intellectual  Property  Collateral owned by such Grantor,  execute and file such
financing or  continuation  statements,  or amendments  thereto,  and such other
instruments or notices, as may be reasonably necessary, or as the Administrative
Agent may  reasonably  request,  in order to perfect  and  preserve  the pledge,
assignment and security interest granted or purported to be granted hereby.

     (b) Each Grantor hereby authorizes the Administrative  Agent to file one or
more financing or continuation statements,  and amendments thereto,  relating to
all or any part of the Intellectual Property Collateral without the signature of
such Grantor where  permitted by law. A photocopy or other  reproduction of this
Agreement  or  any  financing  statement  covering  the  Intellectual   Property
Collateral or any part thereof will be sufficient as a financing statement where
permitted by law.

     (c) Each Grantor will furnish to the Administrative Agent from time to time
statements and schedules  further  identifying  and describing the  Intellectual
Property  Collateral and such other reports in connection with the  Intellectual
Property Collateral as the Administrative  Agent may reasonably request,  all in
reasonable detail.

     (d) Each Grantor  agrees that,  if it obtains an ownership  interest in any
patent, patent application, patentable invention, trademark, service mark, trade
name,  trade dress,  other  indicia of trade  origin,  trademark or service mark
registration,  trademark  or  service  mark  application,  copyright,  copyright
registration, copyright application, work of authorship or License, which is not
now a part  of the  Intellectual  Property  Collateral,  (i) the  provisions  of


                                      -6-
<PAGE>

Section 1 will  automatically  apply thereto,  and (ii) any such patent,  patent
application,  patentable invention,  trademark,  service mark, trade name, trade
dress,  indicia  of  trade  origin,  trademark  or  service  mark  registration,
trademark  or  service  mark  application  (together  with the  goodwill  of the
business  connected  with the use of same and  symbolized  by same),  copyright,
copyright  registration,  copyright  application,  work of authorship or License
will  automatically  become  part  of  the  Intellectual   Property  Collateral;
provided, however, that to the extent the consent of any other party to any such
License is required,  under the terms  thereof,  for the  collateral  assignment
thereof,  then this Agreement shall not effect any collateral  assignment of (or
otherwise be applied so as to cause a default under) such License for so long as
(but  only for so long  as) such  consent  would  be  required  and has not been
obtained.   Each  Grantor   further   agrees  that  it  shall   deliver  to  the
Administrative  Agent a written report, in reasonable detail, on an annual basis
(starting on or about  December 31, 1999, and thereafter on or about December 31
of each succeeding  year),  setting forth each new patent,  patent  application,
trademark or service mark  registration,  trademark or service mark application,
copyright  registration,  copyright application or License that such Grantor has
filed,  acquired or otherwise obtained in U.S. the preceding six month reporting
period.  Such  Grantor  authorizes  the  Administrative  Agent  to  modify  this
Agreement by amending  Schedules  I, II, III and IV hereto (and shall  cooperate
with the  Administrative  Agent in effecting any such  amendment) to include any
patent, patent application, trademark or service mark registration, trademark or
service mark  application,  copyright  registration,  copyright  application  or
License which becomes part of the Intellectual Property Collateral.

     (e) With respect to each patent,  patent application,  trademark or service
mark registration, trademark or service mark application, copyright registration
and copyright  application set forth in Schedule I, II or III hereto (except for
those which  individually  and in the aggregate are  immaterial to the Grantor's
business),   each  Grantor  agrees  to  take  all  reasonably  necessary  steps,
including,  without limitation, in the United States Patent and Trademark Office
and the United  States  Copyright  Office or in any court,  to (i) maintain each
such patent, trademark or service mark registration, and copyright registration,
and (ii)  pursue  each  such  patent  application,  trademark  or  service  mark
application  and  copyright   application  now  or  hereafter  included  in  the
Intellectual Property Collateral,  including,  without limitation, the filing of
responses to office  actions  issued by the United  States  Patent and Trademark
Office,  the filing of affidavits  under  Sections 8 and 15 of the United States
Trademark Act, the filing of divisional, continuation,  continuation-in-part and
substitute  applications,  the filing of applications  for re-issue,  renewal or
extensions,   the  payment  of  maintenance   fees,  and  the  participation  in
interference,   reexamination,   opposition,   cancellation,   infringement  and
misappropriation  proceedings.  Each Grantor agrees to take corresponding  steps
with respect to each new or acquired patent,  patent  application,  trademark or
service mark  registration,  trademark or service  mark  application,  copyright
registration,  or  copyright  application  to which  it is now or later  becomes
entitled  (except  for  those  which  individually  and  in  the  aggregate  are
immaterial  to the  Grantor's  business).  Any  and  all  expenses  incurred  in
connection with such activities will be borne by such Grantor.  No Grantor shall
discontinue  use  of  or  otherwise  abandon  any  patent,  patent  application,
trademark or service mark, trademark or service mark registration,  trademark or
service mark application,  copyright registration,  or copyright application now
or hereafter included in the Intellectual  Property Collateral (except for those
which  individually  and in  the  aggregate  are  immaterial  to  the  Grantor's
business),  unless the relevant Grantor shall have first


                                      -7-
<PAGE>

determined  in its  sound  and  reasonable  business  judgment  that such use or
pursuit or  maintenance  of same is no longer  desirable  in the conduct of such
Grantor's business, in which case, such Grantor shall give written notice of any
such abandonment or discontinuance to the  Administrative  Agent pursuant to the
annual reporting requirement contained in Section 5(d) above.

     (f) Each Grantor agrees to notify the Administrative  Agent promptly and in
writing if it learns (i) that any item of the Intellectual  Property  Collateral
(except for those which  individually and in the aggregate are immaterial to the
Grantor's business) has been determined to have become abandoned or dedicated to
the public, (ii) of the institution of any proceeding by or against such Grantor
(including,  without limitation, the institution of any proceeding in the United
States Patent and Trademark  Office or any court)  regarding any infringement or
unauthorized  use of (or similar claim with respect to) item of the Intellectual
Property  Collateral which is material to such Grantor's  business,  or (iii) of
any adverse determination in any such proceeding.

     (g) In the event that a Grantor  makes a  determination  in its  reasonable
business judgment that any item of the Intellectual  Property Collateral,  which
is material to such Grantor's  business,  is infringed or  misappropriated  by a
third party,  such Grantor shall promptly  notify the  Administrative  Agent and
will take such actions as such Grantor or,  following the  occurrence and during
the continuance of a Default of an Event of Default,  the  Administrative  Agent
deems  reasonable  and  appropriate  under the  circumstances  to  protect  such
Intellectual  Property  Collateral,  including,  without  limitation,  suing for
infringement or misappropriation and for an injunction against such infringement
or  misappropriation.  Any expense  incurred in connection  with such activities
will be borne by such Grantor.

     (h) Each Grantor shall use proper  statutory  notice in connection with its
use of each  of its  patents,  registered  trademarks  and  service  marks,  and
copyrights  contained  in  Schedule  I,  II  or  III  (except  for  those  which
individually and in the aggregate are immaterial to the Grantor's business).

     (i) Each Grantor shall take all steps which it or, following the occurrence
and  during  the  continuance  of  a  Default  or  an  Event  of  Default,   the
Administrative Agent deems reasonable and appropriate under the circumstances to
preserve and protect its Intellectual Property Collateral,  which is material to
such Grantor's business, including, without limitation,  maintaining the quality
of any and all products or services used or provided in  connection  with any of
the  Intellectual  Property  Collateral,  consistent  with  the  quality  of the
products  and services as of the date  hereof,  and taking all steps  reasonably
appropriate  to  ensure  that  all  licensed  users  of any of the  Intellectual
Property Collateral use such consistent standards of quality.

     SECTION 6. Transfers and Other Liens.

     Each  of the  Grantors  agrees  that it  shall  not (i)  sell,  assign  (by
operation of law or otherwise) or otherwise dispose of, or grant any option with
respect to, any of the  Intellectual  Property  Collateral  except as  expressly
permitted  by the Credit  Agreement,  or (ii) create or suffer to exist any Lien
upon or with respect to any of the Intellectual  Property  Collateral except for
the pledge, assignment and security interest created by this


                                      -8-
<PAGE>

Agreement and except for Liens expressly  permitted by Section 6.1 of the Credit
Agreement;  provided, however, that this Section 6 shall not, unless an Event of
Default has occurred and is then continuing, prohibit, impair or limit the right
or  ability  of  any  Grantor  to  grant  licenses  in  respect  of  any  of the
Intellectual Property Collateral in the ordinary course of business.

     SECTION 7.  Administrative  Agent Appointed  Attorney-in-Fact.

     Each of the Grantors hereby irrevocably  appoints the Administrative  Agent
such Grantor's  attorney-in-fact,  with full authority in the place and stead of
such Grantor and in the name of such Grantor or otherwise,  upon the  occurrence
and  during  the  continuance  of an Event of  Default  and upon  notice to such
Grantor to take any action and to execute any instrument that the Administrative
Agent may deem  reasonably  necessary or advisable to accomplish the purposes of
this Agreement, including, without limitation:

          (a) to ask for, demand, collect, sue for, recover, compromise, receive
     and give acquittance and receipts for moneys due and to become due under or
     in respect of any of the Intellectual Property Collateral;

          (b) to receive,  endorse and collect any drafts or other  instruments,
     documents and chattel paper, in connection with clause (a) above; and

          (c) to file any claims or take any action or institute any proceedings
     that the  Administrative  Agent may deem  necessary or desirable to enforce
     the  rights  of  the  Administrative  Agent  with  respect  to  any  of the
     Intellectual Property Collateral.

     SECTION 8.  Administrative  Agent May Perform.

     If any of the Grantors fails to perform any agreement contained herein, the
Administrative Agent may itself, upon fifteen (15) days' notice to such Grantor,
perform, or cause performance of, such agreement, and the reasonable expenses of
the Administrative Agent incurred in connection therewith shall be borne by such
Grantor.

     SECTION 9. The  Administrative  Agent's Duties.

     The powers  conferred on the  Administrative  Agent hereunder are solely to
protect  its  interest in the  Intellectual  Property  Collateral  and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any Intellectual Property Collateral in its possession and the accounting for
moneys actually received by it hereunder, the Administrative Agent shall have no
duty  as  to  any  Intellectual   Property   Collateral,   whether  or  not  the
Administrative  Agent  or any  other  Secured  Party  has or is  deemed  to have
knowledge  of such  matters,  or as to the  taking  of any  necessary  steps  to
preserve  rights  against  any  parties or any other  rights  pertaining  to any
Intellectual  Property  Collateral.  The  Administrative  Agent  shall  exercise
reasonable  care in the custody and  preservation of any  Intellectual  Property
Collateral  in its  possession  and  shall  accord  such  Intellectual  Property
Collateral  treatment equal to that which the  Administrative  Agent accords its
own property.

     SECTION 10.  Remedies.

     If any Event of Default shall have occurred and be continuing:


                                      -9-
<PAGE>

          (a)  The   Administrative   Agent  may  exercise  in  respect  of  the
     Intellectual Property Collateral,  in addition to other rights and remedies
     provided for herein or in any other Loan Document or otherwise available to
     it, all the rights and remedies of a secured  party upon default  under the
     New York Uniform Commercial Code in effect in the State of New York at such
     time (the "N.Y.  Uniform Commercial Code") (whether or not the N.Y. Uniform
     Commercial Code applies to the affected  Intellectual  Property Collateral)
     and also may (i) require any and all of the  Grantors  to, and each Grantor
     hereby  agrees  that  it  will  at its  expense  and  upon  request  of the
     Administrative  Agent forthwith,  assemble all or part of the documents and
     things  embodying  any  part of the  Intellectual  Property  Collateral  as
     directed  by the  Administrative  Agent  and  make  them  available  to the
     Administrative  Agent  at  a  place  and  time  to  be  designated  by  the
     Administrative  Agent; (ii) without notice except as specified below and as
     required by law,  sell the  Intellectual  Property  Collateral  or any part
     thereof in one or more  parcels at public or  private  sale,  at any of the
     Administrative  Agent's  offices or  elsewhere,  for cash, on credit or for
     future delivery,  and upon such other terms as the Administrative Agent may
     deem commercially reasonable; and (iii) occupy any premises owned or leased
     by any  Grantor  where  documents  and things  embodying  the  Intellectual
     Property  Collateral  or any part  thereof are  assembled  or located for a
     reasonable period in order to effectuate its rights and remedies  hereunder
     or under  law,  without  obligation  to such  Grantor  in  respect  of such
     occupation.  In the event of any sale, assignment,  or other disposition of
     any of the Intellectual  Property Collateral,  the goodwill of the business
     connected  with  and  symbolized  by  any  of  the  Intellectual   Property
     Collateral  subject to such disposition will be included,  and such Grantor
     will supply to the  Administrative  Agent or its  designee  such  Grantor's
     know-how  and  expertise,  and  documents  and things  embodying  the same,
     relating to the manufacture, distribution, advertising and sale of products
     or  the  provision  of  services  relating  to  any  Intellectual  Property
     Collateral subject to such disposition and, including,  but not limited to,
     such Grantor's  customer lists and other records and documents  relating to
     such Intellectual Property Collateral and to the manufacture, distribution,
     advertising  and sale of such  products and services.  Each Grantor  agrees
     that,  to the extent  notice of sale shall be required by law, at least ten
     (10)  days'  written  notice to such  Grantor  of the time and place of any
     public  sale or the time after  which any  private  sale is to be made will
     constitute reasonable  notification.  The Administrative Agent shall not be
     obligated to make any sale of Intellectual  Property Collateral  regardless
     of notice of sale having been given. The  Administrative  Agent may adjourn
     any public or private  sale from time to time by  announcement  at the time
     and place fixed therefor,  and such sale may, without further notice except
     as  required  by law,  be made at the  time  and  place  to which it was so
     adjourned.

          (b) All cash proceeds received by the Administrative  Agent in respect
     of any sale of, collection from, or other realization upon, all or any part
     of the  Intellectual  Property  Collateral  may, in the  discretion  of the
     Administrative  Agent,  be held by the  Administrative  Agent as collateral
     for,  and/or then or at any time  thereafter  applied (after payment of any
     amounts payable to the Administrative  Agent pursuant to Section 11(b)), in
     whole or in part, by the  Administrative  Agent, for the ratable benefit of
     the Secured Parties  against all or any part of the Secured  Obligations in
     such  order  as  the  Loan  Documents  may  require  and  otherwise  as the
     Administrative  Agent may elect.  Any surplus of such cash or cash proceeds
     held by the Administrative Agent and remaining after payment in full of all
     of the Secured Obligations shall be paid over to the applicable Grantors or
     to whomever may be lawfully entitled to receive such surplus.


                                      -10-
<PAGE>

          (c) The  Administrative  Agent may  exercise  any and all  rights  and
     remedies  of any of the  Grantors in respect of the  Intellectual  Property
     Collateral.

          (d)  All   payments   received  by  any  Grantor  in  respect  of  the
     Intellectual Property Collateral shall be received in trust for the benefit
     of the  Administrative  Agent, shall be segregated from other funds of such
     Grantor and shall be forthwith paid over to the Administrative Agent in the
     same form as so received  (with any necessary or desirable  endorsement  or
     assignment).

     SECTION 11. Indemnity and Expenses.

     (a) Each of the Grantors  hereby  jointly or severally  agrees to indemnify
the  Administrative  Agent  from and  against  any and all  claims,  losses  and
liabilities growing out of or resulting from this Agreement (including,  without
limitation, enforcement of this Agreement), except claims, losses or liabilities
resulting from the Administrative Agent's gross negligence or willful misconduct
as  determined  by a  final  non-appealable  judgment  of a court  of  competent
jurisdiction.

     (b) The Borrowers will, upon demand,  pay to the  Administrative  Agent the
amount of any and all reasonable  expenses,  including the  reasonable  fees and
expenses of its counsel and of any experts and agents,  that the  Administrative
Agent may incur in connection  with (i) the  administration  of this  Agreement,
(ii) the custody, preservation, use, or operation of, or the sale of, collection
from or other  realization  upon, any of the Intellectual  Property  Collateral,
(iii) the  exercise or  enforcement  of any of the rights of the  Administrative
Agent or the Lender  Parties  hereunder  or (iv) the  failure by any  Grantor to
perform or observe any of the provisions hereof.

     SECTION 12.  Security  Interest  Absolute.

     The obligations of each Grantor under this Agreement are independent of the
Secured  Obligations,  and a  separate  action or  actions  may be  brought  and
prosecuted  against any or all Grantors to enforce this Agreement,  irrespective
of whether any action is brought  against the Borrowers or whether the Borrowers
are joined in any such action or actions. All rights of the Administrative Agent
and the pledge,  assignment and security interest hereunder, and all obligations
of each Grantor hereunder, shall be absolute and unconditional, irrespective of:

          (a) any lack of validity or enforceability of any Loan Document or any
     other agreement, instrument or document relating thereto;

          (b) any change in the time,  manner or place of payment  of, or in any
     other  term  of,  all  or  any  of the  Secured  Obligations  or any  other
     amendment, restatement or other modification or waiver of or any consent to
     any departure from any Loan Document,  including,  without limitation,  any
     increase  in the  Secured  Obligations  resulting  from  the  extension  of
     additional  credit  to the  Borrowers  or  any  Grantor  or  any  of  their
     Subsidiaries or otherwise;

          (c) any  taking,  exchange,  release  or  non-perfection  of any other
     collateral,  or  any  taking,  release  or  amendment,  restatement,  other
     modification  or waiver of or consent to any  departure  from any guaranty,
     for all or any of the Secured Obligations;


                                      -11-
<PAGE>

          (d) any manner of application of collateral,  or proceeds thereof,  to
     all or any of the  Secured  Obligations,  or any  manner  of sale or  other
     disposition of any collateral for all or any of the Secured  Obligations or
     any  other  assets  of  the   Borrowers,   any  Grantor  or  any  of  their
     Subsidiaries;

          (e)  any  change,   restructuring  or  termination  of  the  corporate
     structure  or  existence  of the  Borrowers  or any Grantor or any of their
     Subsidiaries; or

          (f) any other  circumstance that might otherwise  constitute a defense
     available  to, or a discharge of, any Grantor or a third party grantor of a
     security interest.

     SECTION 13. Amendments; Waivers; Supplements; Etc.

     (a) No  amendment  or waiver of any  provision  of this  Agreement,  and no
consent  to any  departure  by any  Grantor  herefrom,  shall  in any  event  be
effective  unless the same shall be in writing and signed by the  Administrative
Agent and the Grantors,  and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

     (b) No failure on the part of the Administrative Agent to exercise,  and no
delay in exercising,  any right hereunder shall operate as a waiver thereof; nor
shall any single or partial  exercise  of any such right  preclude  any other or
further exercise thereof or the exercise of any other right.

     (c) Upon the  execution  and  delivery  by any  Person  of an  intellectual
property security agreement  supplement,  in each case in substantially the form
of  Exhibit  A  hereto  (each  an  "Intellectual   Property  Security  Agreement
Supplement"),  (i) such Person shall be referred to as an  "Additional  Grantor"
and shall be and become a  Grantor,  and each  reference  in this  Agreement  to
"Grantor" shall also mean and be a reference to such Additional Grantor and each
reference in any other Loan Document to a "Grantor" or a "Loan Party" shall also
mean and be a  reference  to such  Additional  Grantor,  and  (ii)  the  annexes
attached to each Intellectual  Property Security  Agreement  Supplement shall be
incorporated  into and become a part of and supplement  Schedules I, II, III and
IV, as appropriate,  hereto and the Administrative Agent may attach such annexes
as supplements  to such  Schedules,  and each reference to such Schedules  shall
mean and be a reference to such Schedules, as so supplemented.

     SECTION 14.  Addresses  for Notices.

     All notices and other  communications  provided for  hereunder  shall be in
writing (including  telegraphic,  telecopy or telex  communication) and, mailed,
telegraphed,  telecopied,  telexed or delivered, if to any Grantor, addressed to
it at the address set forth below its name on the signature pages hereof;  if to
any Additional Grantor,  addressed to it at the address set forth below its name
on the signature page to the Intellectual Property Security Agreement Supplement
executed and  delivered by such  Additional  Grantor;  if to the  Administrative
Agent,  addressed  to it at its address set forth in Section  11.2 of the Credit
Agreement;  or,  as to each  other  party,  at such  other  address  as shall be
designated  by  such  party  in  a  written  notice  to  the  Grantors  and  the
Administrative  Agent.  All such notices and  communications  shall be effective
three (3) Business  Days after being mailed by certified  mail,  return  receipt
requested,  two (2)  Business  Days  after  being  deposited  with a  recognized
overnight  delivery service with all charges prepaid or billed to the account of
the sender, upon


                                      -12-
<PAGE>

delivery to the telegraph  company,  upon personal  delivery or  transmission by
telecopier or upon confirmation by telex answerback,  respectively, addressed as
aforesaid.

     SECTION 15. Continuing Security Interest, Assignments.

     This  Agreement  shall  create  a  continuing   security  interest  in  the
Intellectual  Property  Collateral and shall (a) remain in full force and effect
until the latest of (i) the  indefeasible  payment in full in cash of all of the
Secured Obligations, (ii) the expiration,  termination or cancellation of all of
the  Letters  of  Credit  and  (iii)  the  date of  termination  in whole of all
Commitments  under the Credit Agreement,  (b) be binding upon each Grantor,  its
successors  and assigns and (c) inure,  together with the rights and remedies of
the  Administrative  Agent  hereunder,  to the benefit of the Lender Parties and
their  respective  successors,  transferees  and assigns.  Without  limiting the
generality  of the  foregoing  clause  (c),  any Lender  may,  subject to and in
accordance with the  requirements of the Credit  Agreement,  assign or otherwise
transfer  all or any  portion  of its rights  and  obligations  under the Credit
Agreement (including,  without limitation, all or any portion of its Commitment,
the Advances  owing to it and the Note or Notes held by it) to any other Person,
and such other Person  shall  thereupon  become  vested with all the benefits in
respect  thereof  granted to such Lender  herein or  otherwise,  in each case as
provided in Section 11.7 of the Credit Agreement).

     SECTION 16. Release and Termination.

     (a) Upon any sale,  lease,  transfer  or other  disposition  of any item of
Intellectual Property Collateral (subject to compliance,  if required,  with any
terms of the Loan Documents),  the  Administrative  Agent will, at the Grantors'
expense,  execute and deliver to such  Grantor  such  documents  as such Grantor
shall  reasonably  request to evidence the release of such item of  Intellectual
Property  Collateral from the assignment and security  interest  granted hereby;
provided,  however,  that (i) at the time of such request and such  release,  no
Default  shall have  occurred and be  continuing,  (ii) such Grantor  shall have
delivered to the Administrative  Agent, at least ten (10) days prior to the date
of the proposed  release,  a written request for release  describing the item of
Intellectual  Property Collateral and the terms of the sale, lease,  transfer or
other  disposition  in  reasonable  detail,  including the price thereof and any
expenses in connection therewith,  together with a form of release for execution
by the  Administrative  Agent and a certification  by such Grantor to the effect
that the  transaction  is in compliance  with the Loan  Documents and as to such
other matters as the  Administrative  Agent may reasonably request and (iii) the
proceeds of any such sale, lease,  transfer or other disposition  required to be
applied in accordance with Section 2.6 of the Credit Agreement shall be paid to,
or in  accordance  with the  instructions  of, the  Administrative  Agent at the
closing or thereafter, as the case may be.

     (b) Upon the latest of (i) the indefeasible  payment in full in cash of the
Secured Obligations,  (ii) the expiration,  termination or cancellation (or full
cash  collateralization  thereof as provided in the Credit  Agreement) of all of
the  Letters  of  Credit  and  (iii)  the  date of  termination  in whole of all
Commitments  under the Credit  Agreement,  the pledge,  assignment  and security
interest  granted by each of the Grantors  hereby shall terminate and all rights
to the Intellectual Property Collateral shall revert to the appropriate Grantor.
Upon any such  termination,  the  Administrative  Agent will,  upon receipt of a
written  request  and at the  Grantors'  expense,  execute  and  deliver  to the
appropriate  Grantor such documents as such Grantor shall reasonably  request to
evidence  such  termination,  and shall  return to the  appropriate  Grantor all
Intellectual  Property  Collateral in the  Administrative  Agent's possession or
under its control.


                                      -13-
<PAGE>

     (c) To the  extent  any one or more  provisions  of  this  Agreement  shall
conflict with one or more provisions in the Credit Agreement,  the provisions of
the  Credit   Agreement  shall  control  and  supersede  any  such   conflicting
provision(s) of this Agreement.

     SECTION 17.  Execution in  Counterparts.

     This  Agreement  may be executed in any number of  counterparts  and by the
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be as effective as delivery
of a manually executed counterpart of this Agreement.

     SECTION 18.  Governing Law; Terms.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York  (without  giving  effect to its  conflicts of law
principles),  except  to the  extent  that the  validity  or  perfection  of the
security  interest  hereunder,   or  remedies  hereunder,   in  respect  of  the
Intellectual  Property  Collateral  are  governed by the laws of a  jurisdiction
other  than the State of New York.  Unless  otherwise  defined  herein or in the
Credit  Agreement,  terms used in Article 9 of the N.Y. Uniform  Commercial Code
are used herein as therein defined.

     SECTION  19.  Amendment  and   Restatement;   Reaffirmation  of  Continuing
Security.

     This  Agreement  amends  and  restates  in its  entirety  the  Intellectual
Property  Security  Agreement,  originally dated December 31, 1998, by and among
MediaBay,  the other Loan Parties  party  thereto and Fleet  National  Bank,  as
Administrative  Agent, which Intellectual  Property Security Agreement continues
in effect as so amended and restated as set forth herein.  Without  limiting the
generality of the immediately  preceding  sentence,  the Liens granted under the
Intellectual Property Security Agreement as so amended and restated as set forth
herein shall in all respects be and remain  continuing,  securing the payment of
all  Obligations.  MediaBay and the other Loan Parties party to the Intellectual
Property  Security  Agreement  as so amended and  restated as set forth  herein,
hereby reaffirm the security  interests and Liens granted to the  Administrative
Agent for its  benefit  and the  ratable  benefit of the other  Secured  Parties
pursuant to the Intellectual Property Security Agreement.


                            [SIGNATURE PAGE FOLLOWS]


                                      -14-
<PAGE>

     IN WITNESS  WHEREOF,  each  Grantor  has caused this  Agreement  to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.

                                            MEDIABAY, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            RADIO SPIRITS, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            AUDIO BOOK CLUB, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            MEDIABAY.COM, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            AUDIOBOOKCLUB.COM, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            ABC-COA ACQUISITION CORP.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                      -15-
<PAGE>

                                            MEDIABAY SERVICES, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            VIDEO YESTERYEAR, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            ABC INVESTMENT CORP.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            MEDIABAY PUBLISHING, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                            RADIO CLASSICS, INC.

                                            By:_________________________________
                                            Title:______________________________
                                            Address:


                                      -16-