EXHIBIT 10.31

[LETTERHEAD]

June 19,
2001

Rob
Csongor
CEO
HearMe

Dear
Rob,

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
retention bonus, stock repurchase, options, and the 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.

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Thank you for your continued support and hard work.

Sincerely,

/s/
Paul Matteucci

Paul
Matteucci
Chairman of the HearMe Board of Directors

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

|Signature: |  | /s/ Rob Csongor |  | Date: |  | 7/23/01
|---------- |  | --------------- |  | ----- |  | -------
|           |  |                 |  |       |  |        
|Name:      |  | Rob Csongor     |  |       |  |        

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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 Rob Csongor (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 9 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.

3.Retention Bonus.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, Employee will be eligible to receive a cash bonus of $150,000, less applicable tax
withholdings. To earn this retention bonus you, the Employee must remain an employee in good standing through November 30, 2001. This means that the Company shall not have terminated the
Employee's employment for Cause (including a deemed termination under the definition below) prior to November 30, 2001. This retention bonus will be paid on November 30th, or earlier as
follows: (a) in the event the Company undergoes a Change of Control that closes prior to November 30, 2001, on the closing date of the transaction, or (b) in the event the Company
terminates the Employee's employment without Cause prior to November 30, 2001, on the last day of his or her employment. If the Employee's employment terminates prior to November 30,
2001 for any reason other than as a

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result of the Company's terminating his or her employment for Cause, the Employee shall not be entitled to payment of any portion of the retention bonus.

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 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 November 22, 1998, 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 $110,000 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 on November 30, 2001, or earlier as follows: (a) in the event the Company undergoes a Change of Control
that closes prior to November 30, 2001, on the closing date of the transaction, or (b) in the event the Company terminates the Employee's employment without Cause prior to
November 30, 2001, on the last day of his or her employment. If the Employee's employment terminates prior to November 30, 2001 for any reason other than as a result of the Company's
terminating his or her employment for 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 7 below, and
(iii) the cash payment provided for by this sentence. The Company shall pay of such amount to the Employee at the times of the Loan Forgiveness and any payment made to the Employee under
Section 7 (which 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 made 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.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 $0.40 per share. The Option was granted on April 22, 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.

6.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

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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.

7.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 7) 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 7 shall be determined by the Company's independent accounting firm, whose determination shall be binding upon the parties
hereto.

8.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 be entitled to any such benefit.

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



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10.Successors.



11.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:     
| |  | Date:      
| |  |            
| |  | Rob Csongor
| |  |            
| |  |            
| |  | Date:      
| |  |            
| |  |            

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Schedule 1

List of Stock Options Affected by Stock Repurchase

Date of
Note

Loan
Forgiven

Total
Loan

Total
Underlying
Shares

Price Per
Share
(Basis)

Interest
Rate

Shares
Repurchased on
Forgiveness11/22/1998

$
110,000

$
123,594

73,767

$
1.675

4.51
%
65,653


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