Exhibit 10.1

                              EMPLOYMENT AGREEMENT

                  THIS  AGREEMENT  made  this  1st day of  April,  2005,  by and
between  MediaBay,  Inc.,  a Florida  corporation  with  offices at 2  Ridgedale
Avenue,  Cedar  Knolls,  New  Jersey  07927 (the  "Company"),  and  Patricia  G.
Campbell, residing at 4880 Gloucester Drive, Doylestown, Pennsylvania 18901-9535
(the "Executive"),

                                   WITNESSETH:

                  WHEREAS,  the  Company  is  engaged  in the audio  book  club,
old-time radio and spoken audio digital download businesses; and

                  WHEREAS, the Company desires to employ the Executive; and

                  WHEREAS,  the Executive is willing to serve the Company on the
terms and conditions herein provided.

                  NOW,  THEREFORE,  in  consideration  of the  promises  and the
respective  covenants  and  agreements  of  the  parties  herein  contained  and
intending to be legally bound hereby, the parties agree as follows:

         1. Recitals.  The Whereas clauses recited above are hereby incorporated
by reference as though they were fully set forth herein.

         2.  Employment.  The  Company  shall  employ  the  Executive,  and  the
Executive shall serve the Company, on the terms and conditions set forth herein.

         3. Term. The term of Executive's  employment pursuant to this Agreement
shall  commence on April 4, 2005 (the  "Effective  Date") and shall end on March
31, 2008,  if not  terminated  earlier  pursuant to the  termination  provisions
contained herein (the "Term").

         4.  Position  and Duties.  Subject to the terms set forth  herein,  the
Executive  shall be employed by the  Company as Chief  Operating  Officer of the
Company.  Her power and  authority  shall remain  subject to the  direction  and
control  of the  Chief  Executive  Officer  and the  Board of  Directors  of the
Company. The Executive shall have marketing, public relations, customer service,
merchandising,  publisher relations and new product development responsibilities
for the Company and its  subsidiaries  (including  Audio Book Club,  Inc., Radio
Spirits, Inc. and MediaBay.com),  as well as operational and marketing oversight
of the business and affairs of the Company and its  subsidiaries,  and any other
businesses that the Company or its subsidiaries may hereafter acquire.

         5. Time and Attention.  During the Term, the Executive shall devote her
best  efforts,  except  during  periods of vacation,  sick leave,  or other duly
authorized leave of absence, and her full occupational time and attention to the
performance  of her duties and to the Company's and its  subsidiaries'  business
and affairs.  The Executive shall work at the Company's offices,  currently at 2
Ridgedale Avenue,  Cedar Knolls, New Jersey; in the event of a relocation of the
Company's offices, the Executive shall not be required,  without her consent, to
relocate her  residence.  It will not be a violation of this  Agreement  for the
Executive to serve as an officer or director of a  cooperative  apartment,  as a
non-executive   director  of  any  business  entity,   or  civic  or  charitable

<PAGE>

organization  or  committee,  to  perform  speaking  engagements,  or to  manage
personal  passive  investments,  so  long as such  activities  (individually  or
collectively)  do not conflict or materially  interfere with the  performance of
the  Executive's  duties  hereunder.  The  Company  agrees  that  Executive  may
participate  as a  member  of the  Board of  Directors  of Web  Clients,  Synova
Healthcare,  Terra Nova Marketing  Solutions,  Terra Nova Marketing Services and
the Direct Marketing Association.

         6. Compensation and Related Matters.

                  (a)  Base  Salary.  For  services  rendered  pursuant  to this
Agreement,  the  Company  shall pay to the  Executive  an annual  base salary of
$215,000 in  installments  in  accordance  with the  Company's  regular  payroll
practices,  but  in no  event  less  frequently  than  semimonthly,  subject  to
applicable withholding and other taxes.

                  (b) Bonus.  The  Executive  will  receive a one-time  starting
bonus of $50,000,  paid as of the Executive's first day of employment under this
Agreement.  The Executive  will also be eligible to participate in the Company's
discretionary bonus plan that is currently under development.  Eligibility for a
bonus will be based upon a set of financial and non-financial  objectives set by
the Chief Executive  Officer whose  recommendation is subject to approval by the
compensation committee of Board of Directors (the "Compensation Committee"). The
rules  governing  the  discretionary  bonus  plan will be  governed  by the plan
document  for each fiscal year  (which ends on December  31).  The bonus will be
prorated if the Executive's  employment  hereunder is terminated  other than for
Cause (as  defined  below).  Determinations  as to whether the  Executive  shall
receive any bonus,  including the  determination  as to whether  objectives have
been met, shall be made at the sole  discretion of the  Compensation  Committee.
Any  bonus  awarded  will be paid no  later  than  the  later of March 15 of the
following year and the tenth (10th) business day after the Company has filed its
Form 10-K for such fiscal year.

                  (c) Expenses. The Executive shall receive prompt reimbursement
for all  reasonable  travel and business  expenses in  connection  with services
performed hereunder in accordance with normal Company policy, as the same may be
determined  from time to time. The Executive will be allowed to travel  business
class for any international  business trips. In conjunction with this provision,
the Executive shall receive reimbursement for expenses related to ISP, broadband
Internet connection and cell phone service for business-related usage.

                  (d) Insurance and Employee  Benefits.  The Executive  shall be
eligible to receive such medical, surgical, hospitalization, disability and life
insurance and retirement  benefits as are made available to executive  employees
of the Company,  subject to the general eligibility and participation provisions
set forth in such  plans.  The  Company  reserves  the right to adopt,  amend or
discontinue  any employee  benefit,  plan,  or program in  accordance  with then
applicable law; provided,  however,  that if the effect of any such amendment or
discontinuation results is an economic detriment to the Executive as compared to
the benefits in force on the date hereof,  the Company  shall make cash payments
from  time to time  in  order  to  provide  the  Executive  with  the  after-tax
substantial  equivalent of the benefits now in force.  Any and all cash payments
that may be provided  as per the  previous  sentence  shall be made on a monthly
basis and shall in no case exceed the monthly  contributions  made by Company on
behalf of Executive  for any employee  benefit,  plan,  or program that has been
discontinued or amended.

                  (e)  Vacation.  The Executive  shall receive  during each full
year of this  Agreement  four  (4)  weeks'  (twenty  [20]  working  days')  paid
vacation.  In explanation and not in limitation of the foregoing  sentence,  the


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<PAGE>

Executive  shall be entitled to four  weeks' paid  vacation at times  reasonably
convenient to the  Executive  and the Company  during the first twelve months of
the term of this  Agreement.  The Executive  shall be entitled to carry over any
unused  portion of such paid vacation to subsequent  years of her  employment by
the  Company  and  to be  paid  for  unused  vacation  upon  termination  of her
employment for any reason.

                  (f) Stock Options.  On the Effective Date, the Executive shall
be granted options to purchase Eight Hundred Fifty Thousand  (850,000) shares of
common stock of the Company, exercisable on or prior to the tenth anniversary of
the Effective Date, pursuant to and in accordance with (and therefore subject to
all terms and conditions of) the Company's 2004 Stock Incentive Plan and a stock
option agreement in form reasonably acceptable to counsel for both parties. Such
options shall be incentive stock options of the type  contemplated by I.R.C. ss.
422.  The exercise  price of the stock  options will be equal to the fair market
value (as defined in the said Plan) on the  Effective  Date.  The stock  options
will vest according to the following schedule: 40% on the Effective Date; 20% on
the first  anniversary of the Effective  Date, 20% on the Second  Anniversary of
the Effective Date and 20% on the third anniversary of the Effective Date.

         7. Non-Competition and Confidentiality Covenant.

                  (a) (i)  During  the Term and for a  period  of two (2)  years
immediately   following  the  termination  of  her   employment,   whether  said
termination is occasioned by the Company, the Executive or a mutual agreement of
the parties for any reason  whatsoever,  and provided that the Company is not in
material  breach of this  Agreement,  the Executive shall not, for herself or on
behalf of any other person, persons, firm, partnership,  corporation or company,
(i) engage,  have an interest in,  participate  in or render any services to any
business  (whether as owner,  manager,  operator,  licensor,  licensee,  lender,
partner,  equity holder, joint venturer,  employee,  consultant or otherwise) in
substantial and direct competition with any business conducted by the Company or
its subsidiaries at the time of termination  (including the audio book, old-time
radio and spoken audio digital download  businesses and any businesses which are
hereafter  acquired by, merged with or  transferred to the Company prior to such
termination  [collectively,  the  "Business"]),  or (ii)  solicit  or attempt to
solicit the business or patronage of any person, firm,  corporation,  company or
partnership,  which  had  previously  been an  employee  of the  Company  or its
subsidiaries,  for the purpose of engaging in the Business.  Notwithstanding the
foregoing,  nothing  herein shall prevent the  Executive  from owning stock in a
publicly traded  corporation whose activities  compete with those of the Company
and/or its subsidiaries,  provided that such stock holdings are not greater than
five percent (5%) of such corporation.

                  (ii)  Provided  the Company is not in material  breach of this
Agreement,  the Executive shall not, during the Term and for a period of two (2)
years thereafter,  directly or indirectly,  take any action which constitutes an
interference  with or a disruption of any of the Company's  business  activities
including,  the solicitations of the Company's  customers or vendors, or persons
listed on the personnel lists of the Company.

                  (iii) For purposes of  clarification,  but not of  limitation,
the Executive hereby acknowledges and agrees that the provisions of this Section
7(a) shall serve as a prohibition,  provided that the Company is not in material
breach of this  Agreement,  against her,  during the period referred to therein,
directly or indirectly, hiring, offering to hire, enticing, soliciting or in any
other manner persuading or attempting to persuade any officer,  employee, agent,
lessor,  lessee,  licensor,  licensee or customer of the Company (but only those


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<PAGE>

existing during the time of the Executive's employment by the Company, or at the
termination  of  her  employment),  to  discontinue  or  alter  his,  her or its
relationship  with the Company.  The preceding  sentence  shall not apply to any
employees of Company who were employees of Terra Nova Marketing  Solutions as of
the date of this Agreement.

                  (iv)  The  Company  and the  Executive  acknowledge  that  the
services to be performed by the  Executive  under this  Agreement are unique and
extraordinary  and that, as a result of such employment,  the Executive shall be
in possession of confidential  information relating to the business practices of
the  Company.  The  term  "confidential  information"  shall  mean  any  and all
information  (oral  or  written)  relating  to  the  Company  or to  any  of its
affiliates,  or  to  any  of  their  respective  activities,   other  than  such
information  which (A) is or comes into the public domain (such  information not
being deemed to be in the public  domain  merely  because it is embraced by more
general  information  which is in the public domain) other than as the result of
breach of the  provisions  of this  Section  7, (B) was  known to the  Executive
without obligation of confidentiality prior to its disclosure by the Company, as
demonstrated by competent  documentary evidence in Executive's  possession,  (C)
which properly becomes available to the Executive, under conditions which do not
restrict  further  disclosure,  from a  third-party  source  who  shall not have
obtained such information  either directly or indirectly from the Company or its
affiliates,  or (D) the Executive is required to disclose  under any  applicable
laws, regulations or directives of any government agency,  tribunal or authority
having jurisdiction in the matter or under subpoena or other process of law. The
Executive shall not,  during the Term and thereafter,  except as may be required
in  the  course  of  the  performance  of  her  duties  hereunder,  directly  or
indirectly,  use,  communicate,  disclose or disseminate to any person,  firm or
corporation any  confidential  information  regarding the clients,  customers or
business  practices of the Company acquired by the Executive,  without the prior
written  consent  of the  Company;  and  the  Executive  also  understands  that
Executive shall be prohibited from misappropriating any trade secret at any time
during or after the Term.

                  (v) Upon the termination of the Executive's employment for any
reason whatsoever, all documents,  records,  notebooks,  equipment, price lists,
specifications,  programs,  customer and  prospective  customer  lists and other
materials  which  refer or relate to any aspect of the  business  of the Company
which are in the  possession of the  Executive,  including  all copies  thereof,
shall be promptly returned to the Company.

                  (b) During the Term and  thereafter,  the Executive  shall not
directly  or  indirectly   disparage  the  commercial,   business  or  financial
representation  of the Company or any of its officers,  directors,  employees or
affiliates.

                  (c) (i) The parties hereto hereby  acknowledge  and agree that
(i) the  Company  would be  irreparably  injured in the event of a breach by the
Executive of any of his obligations  under this Section 7, (ii) monetary damages
would not be an adequate remedy for any such breach, and (iii) the Company shall
be entitled to injunctive  relief,  in addition to any other remedy which it may
have, in the event of any such breach.

                  (ii) Each of the rights and remedies  enumerated  in Section 7
shall be independent of the other, and shall be severally  enforceable,  and all
of such rights and  remedies  shall be in  addition  to, and not in lieu of, any
other rights and remedies available to the Company under law or in equity.


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<PAGE>

                  (iii) If any provision contained in this Section 7 is found to
be  unenforceable  by  reason  of the  extent,  duration  or scope  thereof,  or
otherwise,  then the court  making  such  determination  shall have the right to
reduce such extent,  duration,  scope or other provision and in its reduced form
any such restriction shall thereafter be enforceable as contemplated hereby.

                  (iv) It is the intent of the parties hereto that the covenants
contained in this Section 7 shall be enforced to the fullest extent  permissible
under the laws and public policies of each  jurisdiction in which enforcement is
sought (the Executive hereby acknowledging that said restrictions are reasonably
necessary for the protection of the Company).  Accordingly,  it is hereby agreed
that if any of the  provisions  of this  Section  7 shall be  adjudicated  to be
invalid or  unenforceable  for any reason  whatsoever,  said provision  shall be
(only with respect to the operation  thereof in the particular  jurisdiction  in
which such  adjudication is made) construed by limiting and reducing it so as to
be enforceable to the extent  permissible,  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.

                  (v) The  Executive's  obligations  under this  Section 7 shall
survive the termination of this Agreement for any reason whatsoever.

         8. Executive's Representations and Warranties.

                  (a) No Breach of Contract.  Executive  represents and warrants
that the  execution  and  delivery of this  Agreement by the  Executive  and the
performance  of the  Executive's  obligations  hereunder  does  not and will not
conflict with or breach any agreement, order or decree to which the Executive is
a party or by which the Executive is bound.

                  (b) No Conflict of Interest. Executive warrants that Executive
is not,  to the  best of  Executive's  knowledge  and  belief,  involved  in any
situation  that might create,  or appear to create,  a conflict of interest with
Executive's loyalty to or duties for the Company.

                  (c)   Notification   of  Materials  or  Documents  from  Other
Employees.  Executive  further  warrants that Executive has not brought and will
not  bring  to  the   Company  or  use  in  the   performance   of   Executive's
responsibilities  at the Company any materials or documents of a former employer
that are not generally  available to the public,  unless  Executive has obtained
express written  authorization from the former employee for their possession and
use.

                  (d)   Notification  of  Other   Post-Employment   Obligations.
Executive  also  understands  that, as part of Executive's  employment  with the
Company,  Executive  is not to breach any  obligation  of  confidentiality  that
Executive  has to  former  employers,  and  Executive  agrees  to honor all such
obligations to former employers during Executive's  employment with the Company.
Executive  warrants  that  Executive  is subject to no  employment  agreement or
restrictive  covenant  preventing full  performance of Executive's  duties under
this Agreement.

                  (e) Indemnification for Breach; Survival. In addition to other
remedies  which the Company might have for breach of this  Agreement,  Executive
agrees  to  indemnify  and hold the  Company  harmless  from any  breach  of the
provisions  of this  Section 8. The terms of this  Section 8 shall  survive  any
termination of this Agreement.

         9. Termination by the Company.

                  (a) General. The Company shall have the right to terminate the
Executive's  employment  pursuant to this Agreement with or without Cause at any
time  during  the  term  of this  Agreement  by  giving  written  notice  to the


                                      -5-
<PAGE>

Executive.  The termination  shall become effective on the date specified in the
notice.  Upon  termination by the Company without Cause (as defined below),  the
Company shall  immediately pay the Executive any  reimbursable  expenses owed to
her, unused accrued  vacation and pro-rata bonus and shall make available to the
Executive continuation of her medical,  surgical and hospitalization benefits as
required by COBRA.

                  (b) Cause.  In the event that the Executive is terminated  for
Cause,  the Company shall pay the Executive any unpaid base salary due Executive
through  the  date  of  termination  Executive  shall  not  be  entitled  to any
additional salary, bonus payments, severance, or other compensation.

                  (c)  Without  Cause.  In  the  event  that  the  Executive  is
terminated  without Cause, in addition to paying the Executive  through the date
of termination  and, if applicable,  complying with  subparagraph (a) above, the
Company  shall  pay to the  Executive  severance  compensation  equal to six (6)
months of the Employee's Base Salary as of the date of termination  (twelve [12]
months of the Executive's Base Salary,  if such  termination  occurs on or after
the first  anniversary of this  Agreement)  payable as set forth in Section 6(a)
above,  and any options to purchase common stock of the Company then held by the
Executive  shall,  as of the date of such  termination,  be  deemed  to be fully
vested for all purposes.

                  (d) Cause.  For purposes of this Section 9, "Cause" shall mean
that the Board of Directors  has  reasonably  determined  that the Executive has
engaged in any of the  following:  (i) any material  breach of Section 7 of this
Agreement;  (ii) any other act or omission which  constitutes a material  breach
of, or material failure or refusal to perform duties under this Agreement or any
covenant or condition thereof, except in this case of Section 7, after notice of
such and failure to cure the same within fifteen (15) business  days;  (iii) any
act constituting dishonesty, fraud, immoral or disreputable conduct or breach of
fiduciary duty or other  misconduct which is materially  harmful  (monetarily or
otherwise)  to the Company or its  reputation;  (iv) any  conviction of a felony
under applicable law; (v) refusal to abide by or implement a lawful directive of
the Board of Directors  after notice of such and failure to cure the same within
fifteen (15) business days; or (vi) gross  negligence or gross misconduct of the
Executive in the performance of her duties hereunder.

                  (e)  Mitigation.  It shall not be a condition  of  Executive's
right to obtain any payment or continuation  of compensation  and benefits under
this Section 9 or under Section  10(b) that the Executive  mitigate any damages.
The Company  expressly  acknowledges that the Executive shall not be required to
mitigate  any  damages,  nor shall the  Company  at any time raise or assert any
defense based upon the Executive's purported failure to mitigate damages.

         10. Termination by the Executive.

                  (a) General. The Executive may terminate this Agreement at any
time by giving at least thirty (30) days' prior  written  notice to the Company.
Any such  termination  shall  become  effective  on the date  specified  in such
notice.  Notwithstanding  the  foregoing,  at the  option  of the  Company,  the
termination  of Executive's  employment  may become  effective on any date on or
after the date of the notice  upon  notice to the  Executive  by the Company and
payment by the Company of the  Executive's  base salary through the date of such
notice;  such  termination  shall  be  deemed  a  voluntary  termination  by the
Executive and not  termination  by the Company.  Upon  termination,  the Company


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<PAGE>

shall promptly pay the Executive any reimbursable  expenses owed to her and make
available  to  the  Executive   continuation   of  her  medical,   surgical  and
hospitalization benefits as required by COBRA.

                  (b) Good Reason.  The Executive  may terminate her  employment
for Good Reason.  For purposes of this Agreement,  "Good Reason" shall mean: (a)
any  material  failure  by the  Company  to pay the  compensation  and  benefits
provided for in this  Agreement or any other  material  breach by the Company of
any provision of this Agreement,  which breach or failure shall continue uncured
for ten (10) days following notice thereof having been given to the Company; (b)
the sale or  discontinuation of substantially all of the business of the Company
under the Executive's management;  or (c) a Change in Control of the Company (as
hereinafter  defined).  If the  Executive  terminates  her  employment  for Good
Reason, then the Executive shall receive the compensation and benefits set forth
in Section 9(c) applicable to termination of the Executive's  employment without
Cause.

                  (c) Change of  Control.  For  purposes  of this  Agreement,  a
"Change of Control" shall be deemed to occur, unless previously  consented to in
writing by the Executive, upon (i) the actual acquisition of fifty percent (50%)
or more of the voting  securities  of the  Company  by any  company or entity or
affiliated  group of companies or entities  (other than  pursuant to a bona fide
underwriting  agreement  relating to a public  distribution of securities of the
Company) not affiliated with the Executive or Satellite Asset Management  and/or
any of its  affiliates  (ii)  the  completion  of a proxy  content  against  the
management  for the  election  of a majority  of the Board of  Directors  of the
Company  if the  group  (other  than a  group  which  includes  Satellite  Asset
Management and/or any of its affiliates)  conducting the proxy contest owns, has
or gains the power to vote at least fifty percent (50%) of the voting securities
of the Company,  or (iii) a merger or  consolidation in which the Company is not
the surviving entity or a sale of all or substantially  all of the assets of the
Company.

         11. Termination by Death or Disability of the Executive.

                  (a) Death.  In the event of the  Executive's  death during the
term of this Agreement, all obligations of the parties hereunder shall terminate
immediately,  and the Company shall pay to the Executive's legal representatives
the Base Salary (and any earned  bonuses) due the  Executive  through the day on
which Executive's death shall have occurred.

                  (b) Disability.  Subject to applicable  state and federal law,
the  Company  shall at all times  have the  right,  upon  written  notice to the
Executive,  to terminate this Agreement based on the Executive's  Disability (as
defined below). Upon any termination pursuant to this Section, the Company shall
pay to the  Executive  any unpaid Base  Salary  through  the  effective  date of
termination  specified  in such  notice.  The  Company  shall  have  no  further
liability  hereunder  (other  than for  reimbursement  for  reasonable  business
expenses  incurred prior to the date of termination,  subject,  however,  to the
provisions  hereof).  Termination by the Company of the  Executive's  employment
based on "Disability" shall mean termination  because the Executive is unable to
perform  the  essential  functions  of  Executive's  position  with  or  without
accommodation due to a disability (as such term is defined in the Americans with
Disabilities  Act) for six (6)  consecutive  months.  This  definition  shall be
interpreted and applied consistent with the Americans with Disabilities Act, the
Family and Medical Leave Act and other applicable law.

         12.  Termination by Mutual  Consent.  If at any time during the term of
this Agreement the parties by mutual consent decide to terminate this Agreement,
they shall do so by separate agreement setting forth the terms and conditions of
such agreement.


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<PAGE>

         13.  Indemnification.  The Company shall indemnify the Executive to the
fullest extent  permitted by the Florida  Business  Corporation Act, the federal
securities laws, the  Sarbanes-Oxley  Act of 2003 and the Company's  Articles of
Incorporation  and By-laws,  each as amended from time to time,  for all amounts
(including without limitation,  judgments,  fines, settlement payments, expenses
and attorney's  fees)  incurred or paid by the Executive in connection  with any
action,  suit,  investigation  or  proceeding  arising out of or relating to the
performance  by the Executive of services for, or the acting by the Executive as
a  director,  officer  or  employee  of the  Company,  or any  other  person  or
enterprise  at the Company's  request.  If any claim is asserted or other matter
arises with respect to which the Executive  believes in good faith the Executive
is entitled to  indemnification  as contemplated  hereby, the Company shall have
the right to assume the defense or  investigation  of such Claim or matter.  The
Executive shall reimburse the Company for any amounts advanced to the Executive,
plus simple  interest  thereon at the then current  Prime Rate as in effect from
time to time,  compounded annually,  if the Executive shall be found, as finally
judicially  determined  by a court of competent  jurisdiction,  not to have been
entitled to  indemnification  hereunder.  To the fullest extent permitted by the
Florida   Business   Corporation   Act,  the  federal   securities   laws,   the
Sarbanes-Oxley  Act of 2003 and the  Company's  Articles  of  Incorporation  and
By-laws,  each as amended from time to time,  the Company  shall advance and pay
the  expenses  (including  attorneys'  fees and  disbursements)  incurred by the
Executive in defending any proceeding in advance of its final disposition.  If a
claim by the Executive  for  indemnification  or payment of expenses  under this
Section 13 is not paid in full after a written claim  therefor has been received
by the Company, the Executive may file suit to recover the unpaid amount of such
claim and, if successful  in whole or in part,  shall be entitled to be paid the
expense of prosecuting such claim,  including reasonable attorneys' fees; in any
such action,  the Company shall have the burden of proving that the Executive is
not  entitled to the  requested  indemnification  or payment of  expenses  under
applicable law. This Section 13 shall survive the termination of this Agreement.

         14.  Governing Law.  Except as preempted by federal law, this Agreement
shall be executed,  construed and  performed in accordance  with the laws of the
State of New Jersey  without  reference to conflict of  principles  (except that
Section 13 shall be  construed  and  performed  in  accordance  with the Florida
Business  Corporation  Act).  The  parties  agree that the venue for any dispute
hereunder  will be the state or federal  courts in New  Jersey,  and the parties
hereby agree to the exclusive jurisdiction thereof.

         15. Binding  Agreement.  This Agreement and all rights and  obligations
hereunder  shall inure to the benefit of and be  enforceable  by the parties and
their personal or legal representatives,  executors, administrators, successors,
heirs,  distributes,  devisees  and legatees  and  assigns,  including,  without
limitation any successor to the Company whether by merger,  consolidation,  sale
of stock or  otherwise.  Neither  this  Agreement  nor any  right or  obligation
hereunder may be sold, transferred,  assigned, or pledged by the Company (except
to an affiliate or successor) or by Executive  without the prior written consent
of the other.

         16. Notices.  For the purpose of this Agreement,  notices,  demands and
all other communications  provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally, or by private
overnight  courier  or  mail  service,  postage  prepaid  or  (unless  otherwise
specified)  mailed by United States registered or certified mail, return receipt
requested, postage pre-paid, addresses as follows:


                                      -8-
<PAGE>

          If to the Executive:      To her home  address  as listed  in  Company
                                    records at the time notice is given,  with a
                                    copy in like  manner to  Hilary  B.  Miller,
                                    Esq.,   112   Parsonage   Road,   Greenwich,
                                    Connecticut 06830-3942;

          If to the Company:        To its  corporate  headquarters  at the time
                                    notice  of  given.   "Attention:   Board  of
                                    Directors,"  with a copy in like  manner  to
                                    Adam G. Safir,  Esq., 437 Madison Ave Fl 20,
                                    New York, New York 10022-7045;

or to such other  address as the  parties  may furnish to each other in writing.
Service of process in any action,  proceeding or counterclaim  arising hereunder
or with respect to the subject  matter  hereof may be made in the manner  herein
set forth for notices,  each party hereby waiving the  requirement  for personal
service or service by any other means.

         17. Waiver and Modification.

                  (a) No provision of this Agreement may be modified,  waived or
discharged unless such waiver, modification or discharge is in writing signed by
the parties hereto.

                  (b) No delay,  waiver,  omission  or  forbearance  (whether by
conduct or  otherwise)  by any party  hereto at any time to exercise  any right,
option, duty or power arising out of breach or default by the other party of any
of the terms, conditions or provisions of this Agreement to be performed by such
other party shall  constitute a waiver by such party of a waiver of such party's
rights to enforce any right, option or power as against the other party or as to
a subsequent breach or default by such other party, and no explicit waiver shall
constitute a waiver of similar or dissimilar terms,  provisions or conditions at
the same time or at any prior or subsequent time.

         18.  Severability.  The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or  enforceability
of any other provision of this agreement; and, in the event that any one or more
of the words,  phrases,  sentences,  clauses,  provisions,  sections or articles
contained in this Agreement shall be declared  invalid,  this Agreement shall be
construed  as if such  invalid  word or words,  phrase or  phrases,  sentence or
sentences,  clause or clauses,  provision or provisions,  section or sections or
article or articles  had not bee inserted  and the  remainder of this  Agreement
shall remain in full force and effect.

         19.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.  A photocopy or electronic
facsimile  of this  Agreement  or of any  signature  hereon  shall be deemed and
original for all purposes.

         20. Entire Agreement.  This Agreement contains the entire understanding
of the Company and the Executive with respect to the subject matter hereof. This
Agreement supersedes all prior agreements and understandings, whether written or
oral, between the Executive and the Company with respect to such subject matter,
and there are no  restrictions,  agreements,  promises,  warranties or covenants
other than those stated in this Agreement.


                                      -9-
<PAGE>

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


                                                    "COMPANY"
                                      MediaBay, Inc., a Florida Corporation


                                      By /s/ Joseph Rosetti
                                         ----------------------------
                                      Printed Name Joseph Rosetti
                                                   ------------------
                                      Title Chairman
                                            -------------------------


                                                    "EXECUTIVE"


                                      /s/ Patricia G. Campbell
                                      -------------------------------
                                          Patricia G. Campbell



                                      -10-