Exhibit 10.8

                               SECURITY AGREEMENT

     This  Security  Agreement is made and entered into as of April 30, 2001, by
and among MediaBay, Inc., a Florida corporation  ("MEDIABAY"),  the subsidiaries
of  MEDIABAY  set  forth  in  Schedule  2  annexed  hereto  (collectively,   the
"Subsidiaries",  and together with  MEDIABAY,  the  "Companies"),  each with its
principal office at 2 Ridgedale Avenue, Cedar Knolls, NJ 07927, on the one hand,
and Huntingdon  Corporation,  a Florida  corporation  with an address at c/o The
Herrick Company,  Inc., 2 Ridgedale Avenue, Cedar Knolls, NJ 07927 (the "Secured
Party"), on the other hand. The Companies and the Secured Party are collectively
referred to hereinafter as the "Parties".

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  MEDIABAY  will  issue to the  Secured  Party its (i)  Convertible
Senior  Subordinated  Promissory  Note Due  December  31, 2002 in the  principal
amount of $800,000 (the "Advance Note") and (ii) Convertible Senior Subordinated
Promissory Note Due September 30, 2002 in the aggregate  principal  amount of up
to  $2,500,000,  or,  at  the  option  of the  Secured  party,  $3,000,000  (the
"Additional  Financing Notes";  and together with the Advance Note, the "Notes")
and the  Subsidiaries  have executed and delivered to Secured Party that certain
Subsidiary  Guaranty  dated as of the date hereof (the  "Guaranty")  whereby the
Subsidiaries have guaranteed all obligations of MEDIABAY under the Notes;

     WHEREAS,  as an  inducement to the Secured Party to purchase the Notes from
MEDIABAY,  the  Companies  have agreed to grant to the Secured  Party a security
interest in their right, title and interest in and to the Collateral (as defined
herein) on the terms set forth herein.

     NOW,  THEREFORE,  in  consideration of the foregoing and upon the terms and
conditions hereinafter set forth, the Parties agree as follows:

<PAGE>

     1. Grant of Security Interests in Collateral.

     To secure the  Companies'  prompt  payment  when due of all  principal  and
interest  and all other  amounts  payable  under the Notes and the  Guaranty and
performance of all other obligations,  covenants, liabilities, duties, loans and
advances of the  Companies to the Secured Party under the Notes and the Guaranty
and to secure all amounts  payable  and  performance  of all other  obligations,
covenants,  liabilities and duties of the Companies  arising under any preferred
stock issued to Secured Party in exchange for the Notes,  or any portion thereof
(collectively,  the  "Obligations")  the  Companies  hereby grant to the Secured
Party a  continuing  security  interest  (the "Lien") in all existing and future
assets (other than cash,  accounts receivable and inventory) and all accessions,
additions and accretions  thereto and products,  proceeds and  replacements  and
substitutions  thereof,  including but not limited to the assets and  properties
described  on  Schedule  1 attached  hereto  (collectively,  the  "Collateral").
Notwithstanding  anything herein to the contrary,  the term "Obligations"  shall
include  $3,300,000 of advances made by the Secured Party to the Companies  from
October 2000 through the date hereof,  which  advances will be  represented by a
portion of the Notes upon issuance of the Notes.

     2. Lien.

     (a) Continued Effectiveness of this Agreement. The terms of this Agreement,
and the obligations of the Companies arising  hereunder,  shall not be affected,
modified  or impaired  in any manner or to any extent by: (i) any  amendment  or
modification  of or supplement to any documents  evidencing any of the rights of
the Secured Party, or any instrument or document executed or delivered  pursuant
to any of such  documents  other  than  this  Agreement;  (ii) the  validity  or
enforceability  of any of such documents;  (iii) any exercise or non-exercise of
any right,  power or remedy  under or in respect of any of such  instruments  or


                                      -2-
<PAGE>


documents referred to in clause (i) above or in respect of any of the properties
or assets  now or  hereafter  constituting  the  Collateral,  whether or not the
Secured  Party shall have had notice or  knowledge of any of the  foregoing  and
whether or not it shall have consented thereto.

     (b) Intercreditor Agreement. The terms of this Agreement are subject to the
terms and conditions of (i) the Huntingdon Financing Intercreditor Agreement, as
defined in that  certain  Amended and  Restated  Credit  Agreement  by among the
Companies,  the banks,  financial  institutions and other institutional  lenders
named therein and ING (U.S.) Capital LLC, as  administrative  agent (the "Credit
Agreement"),  (ii) the Huntingdon Secured Subordinated  Intercreditor Agreement,
as defined in the Credit  Agreement and (iii) an  Intercreditor  Agreement among
the   Companies,   Secured   Party  and  Norton   Herrick   (collectively,   the
"Intercreditor  Agreements").  In the event of any conflict between the terms of
this Agreement and the terms of any of the Intercreditor  Agreements,  the terms
of the Intercreditor Agreements shall govern.

     3. Location of Collateral; Location of Books and Records.

     The Companies  warrant and covenant  that each  Company's  jurisdiction  of
organization is as set forth on Schedule 2 and that the Collateral and the books
and records concerning the Collateral are and shall be kept at the locations set
forth on Schedule 2 attached  hereto,  which may be amended from time to time by
the Companies upon ten (10) days prior written notice to the Secured Party.

     4. Title.

     Except for the  security  interest  hereby  granted in the  Collateral  and
except  for  security  interests   otherwise   described  in  the  Intercreditor
Agreement,  the  Companies  have and at all times  during  the Term (as  defined
herein)  will retain full title to the  Collateral,  free and


                                      -3-
<PAGE>

clear of any lien, security interest,  encumbrance,  or claim, and the Companies
will, at their cost and expense,  defend any action which may affect the Secured
Party's security interest in, or the Companies' title to, the Collateral. If the
Companies do not make a timely  election to undertake  the good faith defense of
any action as aforesaid, or if the Companies fail to proceed with the good faith
defense of such action after making such  election,  then, in either such event,
the  Secured  Party shall have the right to defend such action at the expense of
the Companies.

     5. Financing Statement.

     Each Company  shall  simultaneously  execute and file all  necessary  UCC-1
financing  statements  in favor of the  Secured  Party in order for the  Secured
Party to perfect and continue its security interest in the Collateral,  and each
Company shall pay (or  reimburse  Secured Party for) the cost of filing fees for
filing the same and shall  further  execute  all other  instruments  or take all
further  actions  reasonably  deemed  necessary  by the  Secured  Party  for the
perfection and continuation of its security interest in the Collateral and shall
pay (or  reimburse  Secured  Party  for) the cost of filing  fees for filing the
same.

     6. Property Insurance, Public and Products Liability Insurance.

     The  Companies  shall  maintain  insurance  (a) on all  insurable  tangible
property  against  fire,  flood,  casualty  and such other  hazards  (including,
without  limitation,  extended  coverage,  workmen's  compensation,  boiler  and
machinery,  with  inflation  coverage by  endorsement)  and (b)  against  public
liability,  product  liability and business  interruption,  in each case in such
amounts, with such deductibles and with such insurers as are customarily used by
companies  operating  in the same  industry as the  Companies.  In the event the
Companies  fail to  procure or cause to be  procured  any such  insurance  or to
timely pay or cause to be paid the  premium(s)  on any such  insurance,  Secured
Party may do so for the Companies, but the


                                      -4-
<PAGE>

Companies  shall  continue to be liable for the same and any amounts so advanced
shall be part of the Obligations.  The Companies hereby appoint Secured Party as
the  Companies'  attorney-in-fact,  exercisable  at  Secured  Party's  option to
endorse any check which may be payable to the  Companies in order to collect the
proceeds of such insurance and any amount or amounts  collected by Secured Party
pursuant to the provisions of this Section may be applied by Secured  Party,  in
its sole discretion, to any Obligations or to repair, reconstruct or replace the
loss of or damage to Collateral as Secured Party in its discretion may from time
to time determine.  The Companies further covenants that all insurance  premiums
owing under its current  policies  have been paid.  The  Companies  shall notify
Secured  Party,  immediately,  upon  the  Companies'  receipt  of  a  notice  of
termination, cancellation, or non-renewal from its insurance company of any such
policy.

     7. Representations and Warranties of the Companies.

     The Companies hereby jointly and severally  represent and warrant that this
Security  Agreement is a valid and binding  obligation  of the  Companies and is
enforceable in accordance with its terms.  The execution and delivery hereof has
been duly  authorized  by the Board of Directors of each of the  Companies,  and
neither the execution nor  performance of this Security  Agreement will conflict
with any other agreement to which the Companies are a party or by which they are
bound.

     8. Term.

     This  Agreement  commenced on the date first set forth above and shall only
terminate upon the payment in full of all of the Obligations. Such period is the
"Term." Upon the termination of this Agreement and the security interest granted
to the Secured Party  hereunder,  Secured Party shall execute and deliver to the
Companies, at the Companies' expense,


                                      -5-
<PAGE>

UCC-3 termination statements and all other documents or instruments and take all
further action  necessary to release the Lien and all of Secured  Party's rights
in the Collateral.

     9. Change of Place of Business.

     The  Companies  shall  provide  ten (10) days prior  written  notice to the
Secured Party in the event of any change of any of the  Companies'  jurisdiction
of organization,  principal  places of business,  or places where the Collateral
and records concerning same are kept.

     10. Default.

     The  Companies  shall be in default  under this  Security  Agreement on the
happening and during the  continuance of one or more of the events or conditions
defined as an Event of Default in the Notes (each an "Event of Default").

     11. Remedies.

     (a)  Subject  to  the  provisions  of  the  Notes  and  the   Intercreditor
Agreements,  upon the occurrence of an Event of Default, the Secured Party shall
give the Companies  written notice of occurrence of such Event of Default and an
opportunity  to cure such  Event of  Default  within  ten (10) days  after  such
written  notice  (to the  extent  such  Event of  Default  is  curable).  If the
Companies  fail to cure such Event of Default  within  such ten (10) day period,
the  Secured  Party  shall have and may  exercise  all rights and  remedies of a
secured party after default under the Uniform  Commercial Code (the "Code"),  at
law, in equity or otherwise, with respect to the Collateral, all such rights and
remedies  being  cumulative,   not  exclusive  and  enforceable   alternatively,
successively or concurrently.

     (b) Subject to the provisions of the Intercreditor Agreements,  the Secured
Party shall apply the cash  proceeds  actually  received  from any sale or other
disposition


                                      -6-
<PAGE>

of the Collateral (i) to the reasonable expenses of retaking, holding, preparing
for sale, selling,  leasing and the like, to reasonable  attorneys' fees and all
legal,  travel and other  expenses which may be incurred by the Secured Party in
attempting to collect the  Obligations or enforce this Security  Agreement or in
the  prosecution  or defense of any action or proceeding  related to the subject
matter of this Security Agreement;  and then (ii) to the entire unpaid amount of
the  Obligations.  The  Companies  shall remain  liable and will pay the Secured
Party on demand any deficiency  remaining on the  Obligations and the balance of
any expenses  unpaid,  with any surplus to be paid to  MEDIABAY,  subject to any
duty of the  Secured  Party  imposed  by law to the  holder  of any  subordinate
security interest in the Collateral known to the Secured Party.

     12. Power of Attorney.

     Subject to the  provisions  of the  Intercreditor  Agreements,  the Secured
Party  or  its  representative  is  hereby  irrevocably  made,  constituted  and
appointed the true and lawful attorney for the Companies  (without  requiring it
to act as such) with full power of substitution  to do the following  during the
continuance  of an uncured  Event of Default  and upon the  acceleration  of the
Obligations in accordance  with the provisions of the Notes (a) endorse the name
of the  Companies  upon any and all  checks,  drafts,  money  orders  and  other
instruments  for the  payment of monies that are  payable to the  Companies  and
constitute collections on Collateral; and (b) do such other and further acts and
deeds in the name of the  Companies  that  Secured  Party  may  reasonably  deem
necessary or desirable to enforce its rights set forth in Section 11(b) hereof.

     13. Notices.

     All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed  given if delivered  personally  or by  commercial  messenger or
courier  service,  or


                                      -7-
<PAGE>

mailed by registered or certified  mail (return  receipt  requested) or sent via
facsimile (with  acknowledgment of complete  transmission) to the parties at the
following  addresses (or at such other address for a party as shall be specified
by like notice):

                      if to the Companies, to:
                      MediaBay, Inc.
                      2 Ridgedale Avenue
                      Cedar Knolls, NJ  07927
                      Attn: Chief Financial Officer

                      with a copy to:

                      Blank Rome Tenzer Greenblatt LLP
                      405 Lexington Avenue
                      New York, New York 10174
                      Attention: Robert J. Mittman, Esq.
                      Telephone No.: (212) 885-5555
                      Facsimile No.: (212) 885-5001

                      If to the Secured Party, to:

                      Huntingdon Corp.
                      c/o The Herrick Company, Inc.
                      2 Ridgedale Avenue
                      Cedar Knolls, NJ  07927
                      Attn:   Mr. Norton Herrick

     14. Miscellaneous Provisions.

     (a) Parties Bound. This Security Agreement shall be binding on and inure to
the  benefit  of  the  Parties  and  their   respective   successors,   assigns,
subsidiaries and affiliates.

     (b) Legal Construction. In case any one or more of the provisions contained
in this Security Agreement shall for any reason be held to be invalid,  illegal,
or   unenforceable   in   any   respect,   such   invalidity,   illegality,   or
unenforceability  shall not affect any


                                      -8-
<PAGE>

other provision hereof and this Security Agreement shall be construed as if such
invalid,  illegal,  or unenforceable  provision had never been contained herein.
Notwithstanding  anything to the  contrary  herein,  nothing  contained  in this
Agreement  shall be  deemed  to  restrict,  limit,  modify,  impair,  impede  or
otherwise  affect in any  manner any of Secured  Party's  (including  all of its
successors  and assigns)  rights in, to or under the Notes,  it being  expressly
understood that Secured Party may enforce all of his rights in, to and under the
Notes  without  regard to the terms  hereof.  This  Agreement  shall  solely and
exclusively relate to Secured Party's rights in and to the Collateral, and shall
not extend to any other contractual rights it may have.

     (c) Prior Agreements  Superseded.  Except for the Intercreditor  Agreements
and the Note,  which  agreements  shall  remain in full force and  effect,  this
Agreement  constitutes  the sole and only  agreement of the Parties  hereto with
respect to the subject matter hereof, and supersedes any prior understandings or
written or oral  agreements  between the parties,  respecting the subject matter
hereof.

     (d)  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  CONSTRUED  AND ENFORCED IN
ACCORDANCE  WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE  STATE OF NEW YORK  EXCLUDING  CHOICE-OF-LAW  PRINCIPLES  OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE  APPLICATION  OF THE LAWS OF A  JURISDICTION  OTHER
THAN SUCH STATE


                                      -9-
<PAGE>

     IN WITNESS WHEREOF,  the undersigned have executed this Security  Agreement
as of the date first above written.

                                           MEDIABAY, INC.


                                           By:  _______________________________
                                                    Name:
                                                    Title:



                                           Audio Book Club, Inc.


                                           By:  _______________________________
                                                    Name:
                                                    Title:


                                           RADIO SPIRITS, INC.


                                           By:  _______________________________
                                                    Name:
                                                    Title:

                                           HUNTINGDON CORPORATION


                                           By:  _______________________________
                                                    Name:
                                                    Title:


                                      -10-
<PAGE>

                                   SCHEDULE 1

                                   COLLATERAL

     The "Collateral" shall include,  without  limitation,  all right, title and
interest in and to all of the following assets and properties:

     (a) Contract  Rights,  Etc. All of the  Companies'  now owned and hereafter
acquired,   created,  or  arising  contract  rights,  Chattel  Paper,  Documents
(including documents of title), Instruments, letters of credit and Goods;

     (b) General  Intangibles.  All of the  Companies'  now owned and  hereafter
acquired,  created or arising General Intangibles of every kind and description,
including,  but not limited, to all existing and future indemnification  rights,
rights to commissions, customer lists, choses in action, claims, books, records,
patents   and   patent   applications,   copyrights,   trademarks,   tradenames,
tradestyles, trademark applications, source codes, blueprints, drawings, designs
and  plans,  trade  secrets,  contracts,  contract  rights,  license  agreements
(including,  without limitation, rights to payment under any license agreement),
formulae,  tax and any other types of refunds,  returned and unearned  insurance
premiums,  rights  and  claims  under  insurance  policies  including,   without
limitation,  credit insurance and key man life insurance policies,  and computer
information, software, records and data;

     (c)  Equipment.  All of the  Companies'  now owned and  hereafter  acquired
Equipment,  including,  without limitation,  machinery,  vehicles, furniture and
Fixtures,   wherever  located,   and  all  replacements,   parts,   accessories,
substitutions and additions thereto;

     (d) Property in Lender's Possession.  All real and personal property of the
Companies, now or hereafter in Secured Party's possession;

     (e)  Investment  Property.  All of the  Companies'  now owned or  hereafter
acquired Investment Property whether registered or unregistered; and

     (f) Notwithstanding  anything to the contrary contained in this Schedule 1,
the foregoing  shall not include,  and the Companies shall not be deemed to have
granted a security interest in, any of the Companies' respective right, title or
interest in, or any rights under,  any (i) cash,  (ii) all of the Companies' now
owned or  hereafter  acquired  Inventory  of every  nature  and  kind,  wherever
located,  and (iii) all of the  Companies'  now  owned and  hereafter  acquired,
created, or arising accounts receivable.

     (g)  The  terms  used  herein  to  identify  all   property   described  in
subparagraphs (a) though (f) shall have the same meaning as are assigned to such
terms as of the date hereof in the Uniform Commercial Code.

<PAGE>


                                   SCHEDULE 2

                          JURISDICTIONS OF ORGANIZATION

                             LOCATION OF COLLATERAL

1. MediaBay

   MediaBay, Inc., a Florida corporation
   2 Ridgedale Avenue
   Cedar Knolls, NJ  07927


2. Subsidiaries

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Subsidiary               Address of Principal Office    Jurisdiction of Incorporation
----------               ---------------------------    -----------------------------

-------------------------------------------------------------------------------------
<S>                      <C>                            <C>
Audio Book Club, Inc.    2 Ridgedale Avenue             Delaware
                         Cedar Knolls, NJ  07927
-------------------------------------------------------------------------------------
Radio Spirits, Inc.      2 Ridgedale Avenue             Delaware
                         Cedar Knolls, NJ  07927
-------------------------------------------------------------------------------------
</TABLE>