EXHIBIT 10.27

June 19,
2001

Greg
Mrva
EVP, Corporate Business Development
HearMe

Dear
Greg,

You
are among a select group of executives who we believe are crucial to HearMe's transition over the next six months based on your relationships with customers, vendors and employees. The
Compensation Committee of the Board of Directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of HearMe's executive team,
including yourself, to their assigned duties without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control of the Company and/or the
Company's dissolution.

If
you remain employed with the Company and devote your full attention and time, during normal business hours, to the business and affairs of the Company, and use your best efforts to perform
faithfully and efficiently such responsibilities for the next several months, the Company will do the following.



The
stock repurchase, options, and extension of your exercise period are based on the premise that you stay with HearMe and perform at or above the expectation level in your position.

This
letter does not change the at-will nature of your employment relationship with HearMe. The specifics of the terms and conditions under which the benefits described above are being
offered to you are described in more detail in the attached Exhibit A: HearMe, Change of Control/Retention Agreement. Please read and sign this Agreement.

Thank
you for your continued support and hard work.

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Sincerely,

Rob
Csongor
Chief Executive Officer

Acknowledge receipt by signing below and returning original to John Alexander.

|Signature: |  |           |  | Date: |  | 
|---------- |  | --------- |  | ----- |  | 
|Name:      |  | Greg Mrva |  |       |  | 

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EXHIBIT A  HEARME

CHANGE OF CONTROL / RETENTION AGREEMENT

This Change of Control / Retention Agreement (the "Agreement") is made and entered into by and between Greg Mrva (the "Employee") and HearMe (the "Company"),
effective as of the latest date set forth by the signatures of the parties hereto below (the "Effective Date").

RECITALS

A.  It
is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. Additionally, a
number of activities will be required of the Employee that are outside the normal scope of his or her responsibility in the event that the Company
elects to dissolve. The Board of Directors of the Company (the "Board") recognizes that such considerations can be a distraction to the Employee and can cause the Employee to consider alternative
employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders and creditors to assure that the Company will have the continued dedication and
objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company and notwithstanding any increased duties required of him or
her in the future.

B.  The
Board believes that it is in the best interests of the Company, its stockholders and its creditors to provide the Employee with an incentive to continue his/her
employment and to motivate the Employee to maximize the value of the Company, for the benefit of its stockholders and/or creditors, despite the possibility of a Change of Control and/or dissolution.

C.  The
Board believes that it is necessary and appropriate to provide the Employee with certain benefits in order to provide the Employee with incentives and
encouragement to remain with the Company notwithstanding the possibility of a Change of Control and/or dissolution.

D.  Certain
capitalized terms used in the Agreement are defined in Section 10 below.

The
parties hereto agree as follows:

1.Term of Agreement.This Agreement shall terminate on the date that all obligations of the parties
hereto with respect to this Agreement have been satisfied.

2.At-Will Employment.The Company and the Employee acknowledge that the Employee's
employment is and shall continue to be at-will, as defined under applicable law. If the Employee's employment terminates for any reason, whether with or without Cause and with or without
notice, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be available in accordance with the
Company's established employee plans or pursuant to other written agreements with the Company.

4.Stock Repurchase.In order to incent the Employee to remain employed with the Company for the next
several months and provide added stockholder and creditor value during this difficult and uncertain business climate, the Company shall, at the request of the Employee, repurchase the shares of Common
Stock purchased by the Employee pursuant to the stock option exercise(s) listed on Schedule 1 hereto for a purchase price equal to the fair market value of the Company's Common Stock as of the
date of the repurchase. The purchase price for such repurchase will be paid by canceling a corresponding amount of the promissory note(s) dated January 25, 1999, issued by the Employee to the
Company in payment of the exercise price for the shares purchased in connection with the option
exercise(s) listed on Schedule 1 under (a). The Company also will forgive up to $200,000 of the excess of the outstanding balance of such promissory note(s) over the portion of such promissory
note

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canceled in payment for the repurchased shares as provided in the preceding sentence (the "Loan Forgiveness"). As part of the Loan Forgiveness, accrued interest that resulted from the note for the
repurchased shares will be forgiven at the time of the repurchase. The repurchase of the stock provided for in this Section 4, and the Loan Forgiveness, will be effective on May 30,
2001.

The
Company shall, at the request of the Employee, repurchase all of the shares of Common Stock purchased by the Employee pursuant to the stock option exercise(s) listed on
Schedule 1 under (b) hereto for a purchase price equal to the fair market value of the Company's Common Stock as of the date of the repurchase. The purchase price for such repurchase
will be paid by canceling a corresponding amount of the promissory note(s) dated January 26, 1999, issued by the Employee to the Company in payment of the exercise price for the shares
purchased in connection with the option exercise(s) listed on Schedule 1. The Company also will forgive up to $330,000 of the excess of the outstanding balance of such promissory note(s) over
the portion of such promissory note canceled in payment for the repurchased shares as provided in the preceding sentence (the "Loan Forgiveness"). As part of the Loan Forgiveness, accrued interest
that resulted from the note for the repurchased shares will be forgiven at the time of the repurchase. The repurchase of the stock provided for in this Section 4, and the Loan Forgiveness, will
be effective, in the event the Company undergoes a Change of Control, on the closing date of the transaction. If the Employee's employment terminates prior to a Change of Control, for any reason other
than as a result of the Company's terminating his or her employment without Cause, the Employee shall not be entitled to require the Company to repurchase his or her shares.

In
addition, the Company shall make a cash payment to the Employee to reimburse him or her for federal and California income and employment taxes payable by him or her with respect to
the income the Employee recognizes as a result of (i) the Loan Forgiveness, (ii) any payment required to be made to him or her pursuant to the provisions of Section 8 below, and
(iii) the cash payment provided for by this sentence. The Company shall pay such amount to the Employee at the times of the Loan Forgiveness and any payment made to the Employee under
Section 8 shall be deemed paid to the Employee by payment of such withholding taxes on his or her behalf). The amount of the taxes required to be paid under this Section 4 shall be based
on the Employee's actual marginal income tax rates on the income recognized as a result of the payments under this Agreement.

5.Additional Stock Repurchase.The Company shall, at the request of the Employee, repurchase all of
the shares of Common Stock purchased by the Employee pursuant to the stock option exercise(s) listed on Schedule 1 hereto for a purchase price equal to the fair market value of the Company's
Common Stock as of the date of the repurchase. The purchase price for such repurchase will be paid by canceling a corresponding amount of the promissory note(s) dated January 27, 1999, issued
by the Employee to the Company in payment of the exercise price for the shares purchased in connection with the option exercise(s) listed on Schedule 1 under (c). The Company also will forgive
up to $72,876 of the excess of the outstanding balance of such promissory note(s) over the portion of such promissory note canceled
in payment for the repurchased shares as provided in the preceding sentence (the "Loan Forgiveness"). As part of the Loan Forgiveness, accrued interest that resulted from the note for the repurchased
shares will be forgiven at the time of the repurchase. The repurchase of the stock provided for in this Section 5, and the Loan Forgiveness, will be effective in the event of a Change in
Control of the Company. The Employee must (a) remain an employee in good standing through the close date of a sale, (b) sign a non-compete agreement, and (c) provide
three months of transition services to the acquiring company. The repurchase of the stock provided for in this Section 5, and the Loan Forgiveness, will be effective ninety (90) days
following the closing date of the transaction. If the Employee's employment terminates prior to the closing date of a transaction resulting in the Change in Control of the Company, for any reason
other than as a result of the Company's terminating his or her employment without Cause, the Employee shall not be entitled to require the Company to repurchase his or her shares.

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The Employee assumes full responsibility for any and all taxes associated with the Loan Forgiveness in this Section 5 including those associated with forgiveness of interest
due on the promissory note.

6.Option Grant.In order to incent the Employee to continue to build shareholder value and remain
employed with the Company for the next several months and provide added stockholder and creditor value during this difficult and uncertain business climate, the Company has granted the Employee an
option (the "Option") to purchase 700,000 shares of Common Stock of the Company with an exercise price of $0.56 per share. The Option was granted on May 30, 2001, is a nonstatutory stock option
under applicable tax law, has a term of ten (10) years, and is subject to the terms and conditions of the Company's 1999 Stock Incentive Plan and a standard stock option agreement. The Option
will vest in full (meaning that the Employee will be able to exercise and retain all (100%) of shares underlying the Option) on the earlier date of the closing date of a Change of Control of the
Company, February 28, 2002, or the date Employee is terminated by the Company without Cause.

7.Extension of Exercise Period.As further incentive for the Employee's continuing employment, the
Company will allow him or her to receive an extension of the period in which he or she has to exercise all vested (as of the date the Employee's employment terminates) options held by him or her from
the 90 days provided for in the applicable option agreements to one year following the termination of employment. The extension of the option exercise period shall be available if the Employee
remains employed until the earlier to occur of (a) November 30, 2001, (b) the closing date of the Company, or (c) the date the Company terminates the Employee's employment
without Cause. Except as provided in the prior sentence, this extension shall not be available in the event the Employee's employment terminates prior to November 30, 2001 for any reason other
than a termination without Cause by the Company. Any extension to the exercise period shall be effective as of (a) November 30, 2001, (b) the closing date of the sale of the
Company, or (c) the date the Company terminates the Employee's employment without Cause.

8.Issues Arising under IRC Section 280G.In the event that any of the benefits provided for in
this Agreement or otherwise payable or provided to the Employee (including the payment under this Section 8) constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") and would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Company will pay such Excise Tax
on Employee's behalf. The amount of the payment, if any, required to be made under this Section 8 shall be determined by the Company's independent accounting firm, whose determination shall be
binding upon the parties hereto.

9.Other Terminations.Other than as specified above in this Agreement, the Employee shall not be
entitled to any benefits or payments in connection with termination of his or her employment with the Company (other than those benefits to which he or she is entitled under
then-applicable Company policies or applicable law). If the Employee's employment is terminated for Cause (including a deemed termination under the definition below), he or she shall not
be entitled to any benefits provided for under this Agreement. In the event of the Employee's death or termination of his or her employment as a result of a Disability, in either case occurring before
the date on which this Agreement provides that a benefit is to be provided, then the Employee (or his or her heirs) shall be entitled to any such benefit.

10.Definition of Terms.The following terms referred to in this Agreement shall have the following
meanings:



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11.Successors.



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12.Miscellaneous Provisions.



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IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

| |  | HEARME    |  |                         |  |       
| |  | --------- |  | ----------------------- |  | ------
| |  | By:       |  |                         |  |       
| |  | Title:    |  | Chief Executive Officer
| |  | Date:     |  |                         |  | , 2001
| |  | Greg Mrva |  |                        
| |  | Date:     |  |                         |  | , 2001

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Schedule 1

List of Stock Options Affected by Stock Repurchase

|Date of
Note  |  | Interest
Rate |   | Loan
Forgiven |         | Total
Loan |   | Total
Underlying
Shares |  | Price Per
Share
(Basis) |  | Shares
Repurchased on
Forgiveness
|------------- |  | ------------- | - | ------------- | ------- | ---------- | - | ----------------------- |  | ----------------------- |  | ---------------------------------
|(a) 1/25/1999 |  | 4.64          | % | $             | 200,000 |            | $ | 602,876                 |  | 39,809                  |  | $                                
|(b) 1/26/1999 |  | 4.64          | % | $             | 330,000 |            | $ | 602,876                 |  | 65,685                  |  | $                                
|(c) 1/27/1999 |  | 4.64          | % | $             | 72,876  |            | $ | 602,876                 |  | 14,506                  |  | $                                

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