EXHIBIT 10.34

                            INDEMNIFICATION AGREEMENT

            This INDEMNIFICATION AGREEMENT dated as of November 15, 2002 by and
between MediaBay, Inc., a Florida corporation (the "Company") and Norton Herrick
("Herrick").

                              W I T N E S S E T H:

            WHEREAS, the Company is entering into an employment agreement with
Herrick; and

            WHEREAS, Herrick wishes to be indemnified and held harmless by the
Company for any claim, losses, damages or expenses Herrick may incur in
connection with the performance of services on behalf of the Company and the
Company has agreed to provide Herrick with such indemnification.

            NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:

            1. To the maximum extent permitted under the corporate laws of the
State of Florida or, if more favorable, the Articles of Incorporation and/or
By-Laws of the Company as in effect on the date of this Agreement, (a) Herrick
shall be indemnified and held harmless by the Company, as provided under such
corporate laws or such Articles of Incorporation and/or By-Laws, as applicable,
for any and all actions taken or matters undertaken, directly or indirectly, in
the performance, in connection with any services performed by or on behalf of
the Company at the Company's request, and (b) without limiting clause (a), the
Company shall indemnify and hold harmless Herrick from and against (i) any
claim, loss, liability, obligation, damage, cost, expense, action, suit,
proceeding or cause of action (collectively, "Claims") arising from or out of or
relating to Herrick's service as an officer, director, employee, consultant or
agent of the Company or of any subsidiary of the Company or in any other
capacity, including, without limitation, any fiduciary capacity in which Herrick
serves at the Company's request, and (ii) any cost or expense (including,
without limitation, reasonable fees and disbursements of counsel for Herrick in
the event that the defense of such Claim is not assumed by the Company)
(collectively, "Expenses") incurred by Herrick in connection with the defense or
investigation thereof. The Company shall have the right to assume the defense of
any action for a Claim made against Herrick. Herrick shall have the right to
employ separate counsel in the event the Company does not assume defense of any
action for a Claim made against Herrick. If any Claim is asserted or other
matter arises with respect to which Herrick believes in good faith Herrick is
entitled to indemnification as contemplated hereby, the Company shall pay the
Expenses incurred by Herrick in connection with the defense or investigation of
such Claim or matter (or cause such Expenses to be paid) on a monthly basis.
Herrick may not settle a Claim for which it seeks indemnification under this
Agreement without the prior consent of the Company.


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            2. Herrick shall promptly notify the Company of any Claim as to
which Herrick have received written notice and which may be the subject of a
claim for indemnification under this Agreement; provided, however, that the
failure to promptly notify the Company shall not release the Company of its
obligations under this Agreement unless and to the extent it is materially
prejudiced thereby.

            3. This Agreement may not be amended, terminated or otherwise
modified or rescinded except in a writing signed by the Company and Herrick.
This Agreement shall survive the termination of Mr. Herrick's employment with
the Company and the termination of any employment agreement between the Company
and Herrick.

            4. This Agreement shall be binding upon the Company and its
successors and assigns.

            5. This Agreement shall be governed by the laws of the State of
Florida applicable to contracts made and to be performed therein.


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

                                            MEDIABAY, INC.


                                            By:  /s/ John F.Levy
                                                 ----------------------------
                                                 Executive Vice President and
                                                 Chief Financial Officer


                                            HERRICK


                                            ---------------------------------
                                            Norton Herrick


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