EXHIBIT 10.5
                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  made as of the 20th day of November  2001,  by and between
MediaBay, Inc., a Florida corporation, with offices at 2 Ridgedale Avenue, Cedar
Knolls,  New Jersey (the  "Company"),  and Hakan Lindskog  residing at 39 Wampum
Hill Road, Weston, CT 06883 (the "Executive").

                              W I T N E S S E T H:

     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  commit  himself  to serve and to
establish a minimum  period  during which he will serve the Company on the terms
and conditions herein provided.

     NOW,  THEREFORE,  in  consideration  of the  premises  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  employment  of the  Executive  by the Company as provided in
Section 2 shall  commence on October 1, 2001 and end on  December  31, 2004 (the
"Term"), subject, however, to the termination provisions contained herein.

     4. Position and Duties.  The Executive  shall be employed by the Company as
President of MediaBay, Inc. and Chief Executive Officer of Audio Book Club, Inc.
His power and authority shall be and remain subject to the direction and control
of the Board of  Directors  and the  Chairman  and Chief  Executive  Officer  of
MediaBay, Inc., currently Norton Herrick and Michael Herrick,  respectively. The
Executive  shall  report only to the  Chairman  and Chief  Executive  Officer of
MediaBay, Inc., currently Norton Herrick and Michael Herrick,  respectively. The
Executive  shall  have  complete  P/L  responsibility  for the  Company  and its
subsidiaries   (including  Audio  Book  Club,  Inc.,  Radio  Spirits,  Inc.  and
MediaBay.com,  Inc.) as well as complete  operational and marketing oversight of
the  business  and affairs of the Company  and its  subsidiaries,  and any other
businesses which the Company, or its subsidiaries may acquire, and at the option
of the  Company,  additional



<PAGE>

lines of business and products  related to the  business.  During the Term,  the
Executive shall be required to spend his full time and attention,  without other
outside business  interests,  in the performance of his duties and the Company's
and its subsidiaries' business and affairs.

     5. Compensation and Related Matters.

          (a) Salary.  During the Term of this Agreement,  the Company shall pay
     to the Executive,  as  compensation  for his services while employed by the
     Company, an annual salary of $306,250 in equal semi-monthly installments in
     arrears  on the 15th and last day of each  month  during  the first  twelve
     months of the Term (from  October 1, 2001  through  September  30, 2002) of
     this  Agreement;  an  annual  salary  of  $350,000  in  equal  semi-monthly
     installments  in arrears  during the period  from  October 1, 2002  through
     December  31, 2003 of this  Agreement  and an annual  salary of $375,000 in
     equal  semi-monthly  installments in arrears during the period from January
     1, 2004 through  December  31, 2004 of this  Agreement.  In  addition,  the
     Executive will receive a minimum bonus in the amount of Forty-Five Thousand
     and 00/100 U.S. Dollars ($45,000.00) payable on August 15, 2002, August 15,
     2003 and August 15, 2004,  provided the Executive is still  employed by the
     Company at such times (the "Minimum Bonus"). Furthermore, the Executive may
     receive a  performance-based  bonus based on his  achieving  the  specified
     minimum Adjusted EBITDA targets for the Company, while a public company, on
     a  consolidated  basis as set forth below (the  "Performance  Bonus").  The
     Executive may receive the Performance Bonus on each of April 1, 2003, April
     1,  2004 and  April 1,  2005  based on  performance  for the  prior  years,
     provided  he is still  employed  with the  Company on  December  31,  2002,
     December 31, 2003 and December 31, 2004,  respectively.  The amount payable
     on the  Performance  Bonus shall be calculated by  subtracting  the Minimum
     Bonus from the  Performance  Bonus  (e.g.,  if the  Executive  achieves the
     $6,000,000  Adjusted  EBITDA target for 2002, he shall receive a payment of
     $55,000 on April 1, 2003).

     Year             Adj. EBITDA                Performance Bonus
     ----             -----------                -----------------
     2002             $5,000,000                      $50,000
     2002             $6,000,000                     $100,000
     2002             $7,250,000                     $150,000
     2002             $9,000,000                     $225,000


                                   2

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     2003             $6,500,000                      $75,000
     2003             $7,500,000                     $150,000
     2003             $8,750,000                     $200,000
     2003            $10,250,000                     $300,000


     2004             $8,000,000                     $100,000
     2004             $9,000,000                     $175,000
     2004            $10,250,000                     $225,000
     2004            $11,750,000                     $325,000


     If the Company is no longer a public company and becomes a private company,
     then the Adjusted EBITDA targets referred to above shall increase by
     $550,000. The associated bonuses shall remain the same.

Adjusted EBITDA is defined as earnings  before  interest,  taxes,  depreciation,
amortization and the net  capitalization  of deferred member  acquisition  costs
(the difference  between the non-cash  amortization of deferred  advertising and
the amounts expended for advertising).  Furthermore, Adjusted EBITDA is based on
the Company and its subsidiaries as they are presently  constituted (i.e., Audio
Book  Club,  Inc.,  Radio  Spirits,  Inc.,  MediaBay.com,  Inc.,  and  Corporate
expenses) and, accordingly, will not include the Adjusted EBITDA attributable to
any  business(es)  subsequently  acquired by, merged with or  transferred to the
Company,  except that the  acquisition  of the old-time  radio division of Great
American  Audio  Corporation,  provided such  acquisition  does occur,  shall be
included in the  calculation  of Adjusted  EBITDA for  purposes of this  Section
5(a).

          (b) 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.

          (c) Insurance and Employee  Benefits.  The Executive shall continue to
     receive medical  insurance and 401k benefits  applicable to all officers of
     the Company.


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<PAGE>

          (d) Vacation.  The Executive  shall receive,  prorata during each full
     year of his  employment,  three (3) weeks paid  vacation  approved  one (1)
     month in advance.  The  Executive  will make every  effort to schedule  the
     vacation time at a time most  convenient for the Company,  with the Company
     recognizing   that  the  Executive's   flexibility  is  limited  by  school
     calendars.

          (e) Stock Options. The Executive will receive stock options to acquire
     One  Hundred and Fifty  Thousand  (150,000)  shares of Common  Stock in the
     Company pursuant to and in accordance with the Company's Stock Option Plan.
     Options  with  respect  to Fifty  Thousand  (50,000)  shares  shall vest on
     December 31, 2002 at a price per share equal to $1.00; options with respect
     to Fifty  Thousand  (50,000)  shares  shall vest on December  31, 2003 at a
     price per share equal to $3.00;  and options with respect to the  remaining
     Fifty Thousand  (50,000)  shares shall vest on December 31, 2004 at a price
     per share equal to $5.00,  in each instance  provided that the Executive is
     an employee of the Company at such time.  Such options will be on the terms
     and  conditions as more  specifically  provided for in the Company's  Stock
     Option  Plan  and  will be  exercisable  for a  period  of five  (5)  years
     commencing immediately upon vesting.

     6. Termination by the Company or the Executive.  The Executive's employment
hereunder may be  terminated by the Company or the Executive  without any breach
of this Agreement only under the circumstances described below.

          (a) Death. The Executive's  employment  hereunder shall terminate upon
     his death.

          (b) Disability.  If, as a result of the Executive's  incapacity due to
     physical or mental illness, as determined by a physician mutually chosen by
     the Executive and the Company, the Executive shall have been absent from or
     unable to perform his duties  hereunder for a  consecutive  period of sixty
     (60) days and after  notice of  termination  is given  (which  may be given
     before or after the end of such  sixty (60) day period but which will in no
     event be effective  until, at the earliest,  the day following the sixtieth
     day of the period) shall not have returned to the performance of his duties
     hereunder,  as that concept is contemplated  in this Agreement,  within ten
     (10) days  after the  notice of  termination  is  given,  the  Company  may
     terminate the Executive's employment hereunder.

          (c) Cause.  The Company,  in its sole  discretion,  may  terminate the
     Executive's  employment  under this Agreement at any time for "Cause".  For
     purposes of this Agreement,  the term "Cause" shall mean one or more of the
     following:  (i) gross negligence or gross misconduct of the Executive which
     causes  or can cause the  Company  material  damage,  (ii)  failure  by the
     Executive  to


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<PAGE>

     materially  perform his  duties,  as  contemplated  in this  Agreement,  as
     President of MediaBay,  Inc. or Chief Executive Officer of Audio Book Club,
     Inc.,  which  failure is not cured  within  thirty (30) days after  written
     notice  is given to the  Executive  by the  Company,  (iii)  conduct  which
     constitutes a crime or offense  involving  breach of  professional  ethics,
     misuse or misappropriation of money or other property,  moral turpitude,  a
     felony  of any type or  alcohol  or drug  abuse,  or (iv)  the  Executive's
     material breach of this Agreement,  which breach is not cured within thirty
     (30) days after  written  notice is given to the  Executive by the Company.
     The  termination  shall be  evidenced  by  written  notice  thereof  to the
     Executive.

          (d) Without Cause.  In addition to any other rights the Company has to
     terminate the Executive's employment under this Agreement, the Company may,
     at any  time,  by a vote  of not  less  than  fifty  percent  (50%)  of the
     directors then in office (excluding the vote of the Executive if he is also
     a director),  terminate the Executive  Without Cause upon thirty (30) days'
     prior written  notice to the Executive  setting forth the reasons,  if any,
     for the  termination.  For purposes of this  Agreement,  the term  "Without
     Cause"  shall mean  termination  by the Company on any  grounds  other than
     those set forth in Sections 6(a), (b) or (c) hereof.

          (e) Good Reason. The Executive may terminate his employment  hereunder
     for Good Reason upon thirty (30) days prior written  notice to the Company,
     provided that the  Executive  must first give the Company  written  notice,
     setting forth in reasonable  detail the alleged basis for  resignation  for
     Good Reason,  and the Company shall  thereupon  have the right to cure such
     Good Reason within such thirty (30)-day period.  If the Good Reason is of a
     non-monetary  nature and the  Company  has  commenced  the cure  within the
     thirty (30) day period,  it will have an additional  thirty (30) day period
     to cure.  Termination  by the Executive of the  Executive's  employment for
     "Good Reason" shall mean  termination by the Executive based on one or more
     of the following: (i) Without the Executive's consent, a material reduction
     made   by  the   Company   in  the   Executive's   functions,   duties   or
     responsibilities,  (ii) Without the Executive's consent, a reduction by the
     Company in the  Executive's  salary or Minimum  Bonus;  (iii)  Without  the
     Executive's  consent,  the Employer  requires  the  Executive to work in an
     office on a permanent  basis which is more than 25 miles from the  location
     of  the  Employer's   current  principal   executive  office  (unless  such
     relocation is to a location closer to the Executive's residence),  it being
     understood  that  travel  to  another  city  to  work  in an  office,  on a
     non-permanent  basis,  of a subsidiary  or affiliate of the Company or of a
     company  acquired  by,  merged  with or  transferred  to the Company is not
     considered  relocation  to work on a permanent  basis,  as such pertains to
     this paragraph or (iv) the Company's material breach of this Agreement only
     as it  relates  to a  monetary  obligation  of the  Company  to  Executive;
     provided  however,  that any actions


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<PAGE>

     taken by the  Company to  accommodate  a  disability  of the  Executive  or
     pursuant to the Family and Medical  Leave Act shall not be a "good  reason"
     for purposes of this Agreement.

          (f) Severance  Pay. In the event that the Company has  terminated  the
     Executive's  employment under this Agreement (i) "Without Cause" or (ii) in
     the event there is a "Change of Control" (as defined below) or (iii) in the
     event that the Executive has resigned for "Good Reason", then the Executive
     will be entitled to receive severance pay equal to the greater of (A) fifty
     percent (50%) of the balance of his base salary for the unexpired period of
     his three (3) year  employment  Term,  payable  to the  Executive  in equal
     semi-monthly  payments at Executive's regular pay rate immediately prior to
     the  termination  until such amount is paid in full, or (B) six months base
     salary,  payable  to  the  Executive  in  equal  semi-monthly  payments  at
     Executive's   regular  pay  rate  immediately  prior  to  the  termination,
     resignation  or Change of Control  over the  following  six months.  In the
     event of any other termination of Executive's employment,  then the Company
     shall pay to the Executive (a) the balance of his accrued and unpaid annual
     salary through the date of termination,  (b) the Minimum Bonus for the year
     such  employment  is  terminated,  prorated  for the actual  number of days
     worked  during such year,  (c) any  unreimbursed  expenses  approved by the
     Company, and (d) any unused accrued vacation days.

          (g) 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,  and  only  if  the  Executive  is not  offered
     continued  employment under terms substantially  similar to this Agreement,
     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),  (ii) the  completion of a tender or exchange  offer for more
     than fifty  percent  (50%) of the voting  securities  of the Company by any
     company  or  entity  or  affiliated  group of  companies  or  entities  not
     affiliated  with the  Executive,  (iii) the  completion  of a proxy contest
     against  the  management  for the  election  of a majority  of the Board of
     Directors of the Company if the group  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 (iv) 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.

          (h) Change of Control Compensation.  In the event of a completion of a
     tender or exchange  offer for more than fifty  percent  (50%) of the voting
     securities of the Company by any company or entity or  affiliated  group of
     companies or entities not affiliated with the Executive,  all


                                       6
<PAGE>

     stock options  previously or  subsequently  received  shall  immediately be
     exercisable and any unvested shall immediately vest.

          (i) Exclusive  Remedy.  The severance pay which the Executive  will be
     entitled to receive as a result of the termination of his employment  under
     this Agreement,  shall be the Executive's  exclusive remedy in the event of
     such termination.

     7.  Non-Competition  and  Confidentiality  Covenant.  The Executive  hereby
covenants  and agrees  that he will not serve as an  employee  of or perform any
functions for any other  company  during the Term of his  employment  under this
Agreement.  In addition,  during the Term of this  Agreement and for a period of
eighteen (18) months  immediately  following the  termination of his employment,
whether said termination is occasioned by the Company, the Executive or a mutual
agreement of the parties,  the Executive  shall not, for himself or on behalf of
any other person, persons, firm, partnership, corporation or company, (i) engage
or participate in any activities which are competitive with the Company, and its
subsidiaries  including the  audiobook,  old-time radio and spoken audio digital
download  businesses  and any  businesses  which are acquired by, merged with or
transferred to the Company (the "Business"),  (ii) solicit or attempt to solicit
the  business  or  patronage  of  any  person,  firm,  corporation,  company  or
partnership, which had previously been a customer, consultant or employee of the
Company or its  subsidiaries,  for the purpose of  engaging  in the  Business or
(iii)  solicit,  engage  or hire  any  individual  who is then  employed  or was
employed by the Company or its  subsidiaries  or is then a  consultant  or was a
consultant for the Company or its subsidiaries.

     Furthermore, the Executive acknowledges and agrees that: all mailing lists;
customer,  member and prospect  names;  license or  arrangement;  front-end  and
back-end marketing performance; financial statements; operating system, database
and other computer  software,  specific to the Company or its subsidiaries;  and
all   information   which  is  known  by  the  Executive  to  be  subject  to  a
confidentiality  agreement  or  obligation  of  confidentiality,  even without a
confidentiality agreement between the Company or a subsidiary of the Company and
another person or party,  shall be maintained by the Executive in a confidential
manner and the Executive agrees that the Executive will not use such information
to  the  detriment  of  the  Company  and  its  subsidiaries  or  disclose  such
information  to any third  party,  except as may be  necessary  in the course of
performing the Executive's job  responsibilities.  The Executive  further agrees
that these obligations of confidentiality with respect to such information shall
continue after the Executive ceases to be employed by the Company. Disclosure of
the  aforementioned  information  shall not be prohibited if such  disclosure is
directly pursuant to a valid and existing order of a court or other governmental
body or  agency  within  the


                                       7
<PAGE>

United States; provided,  however, that (i) the Executive shall first have given
prompt  notice to the  Company of any such  possible  or  prospective  order (or
proceeding pursuant to which any such order may result),  (ii) the Company shall
have been afforded a reasonable  opportunity  to review such  disclosure  and to
prevent  or limit  any such  disclosure,  and  (iii)  the  Executive  shall,  if
requested by the Company and at the  Company's  cost and  expense,  use his best
efforts to prevent or limit any such  disclosure by means of a protective  order
or a request for  confidential  treatment.  Confidential  information  shall not
include information generally available to the public.

         8. Indemnification. To the maximum extent permitted under the corporate
laws  of the  State  of New  Jersey  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) the  Executive  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  of his  duties  and
responsibilities  under this  Agreement  or  otherwise on behalf of the Company,
provided the  Executive  did not act wantonly or  recklessly  or was not grossly
negligent or engaged in willful misconduct, and (b) without limiting clause (a),
the Company shall indemnify and hold harmless the Executive 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 the Executive's acting as an officer, director, employee or agent of
the  Company  or any of its  affiliates  or in any  other  capacity,  including,
without limitation, any fiduciary capacity, in which the Executive serves at the
request  of the  Company,  and  (ii)  any cost or  expense  (including,  without
limitation,  fees  and  disbursements  of  counsel)  (collectively,  "Expenses")
incurred  by the  Executive  in  connection  with the  defense or  investigation
thereof.  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, at its election,  to
be determined in its sole and absolute discretion,  either assume the defense or
investigation  of such  Claim or  matter  or pay the  Expenses  incurred  by the
Executive  in  connection  with the  defense or  investigation  of such Claim or
matter,  when and as incurred,  provided that the Executive  shall reimburse the
Company for such amounts, 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.

     9.  Arbitration  Agreement.   The  parties  hereto  have  entered  into  an
Arbitration  Agreement  dated  February  18,  2001,  which may be amended by the
parties  from  time to  time  without  regard  to this  Agreement.  The  parties
expressly  agree that  disputes  arising out of or  relating to the  Executive's


                                       8
<PAGE>

employment,  including  any  disputes  under  or  relating  to  this  Employment
Agreement,  will be resolved by  arbitration  under the  Arbitration  Agreement;
provided  however,  that any dispute  arising out of or relating to Section 7 of
this Agreement will not be subject to arbitration.

     10. 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 laws principles.  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.

     11.  Binding  Agreement.  This  Agreement  and all rights of the  Executive
hereunder  shall inure to the benefit of and be enforceable  by the  Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees,  devisees  and  legatees.  In  addition,  this  Agreement  and the
obligations and rights of the Company  hereunder shall be binding on any person,
firm or corporation which is a successor-in-interest to the Company.

     12. Notice.  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 prepaid, addressed as follows:

If to the Executive:              To the address at the head of this Agreement


If to the Company:                MediaBay, Inc.
                                  2 Ridgedale Avenue
                                  Suite 300
                                  Cedar Knolls, New Jersey 07927
                                  (973) 539-9528

or to such other  address as the  parties  may furnish to each other in writing.
Copies of all  notices,  demands  and  communications  shall be sent to the home
addresses of all members of the Board of Directors of the Company.


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<PAGE>

     13. Miscellaneous.

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

          (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 or a waiver of
     such  party's  rights to enforce any right,  option or power as against the
     other party or as to 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.

     14.  Validity.  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,  which shall  remain in full force and
effect.

     15.   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.

     16. Entire Agreement.  This Agreement contains the entire  understanding of
the Company and the  Executive  with respect to his  employment  by the Company.
This  Agreement  supersedes  all prior  agreements  and  understandings  whether
written  or oral  between  the  Executive  and the  Company,  and  there  are no
restrictions,  agreements,  promises,  warranties or covenants  other than those
stated  in  this  Agreement.   Notwithstanding  the  foregoing,  and  as  stated
previously in this  Agreement,  the  Arbitration  Agreement  between the parties
dated February 18, 2001 does and shall remain in full force and effect.


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<PAGE>

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


                                        "COMPANY"

Date Signed:_________________, 2002     MEDIABAY, INC., a Florida corporation

                                        By:
                                           -------------------------------------
                                        Printed Name:
                                                     ---------------------------
                                        Title:
                                              ----------------------------------


                                        "EXECUTIVE"

Date Signed:_________________, 2001
                                        ----------------------------------------
                                        Printed Name:
                                                     ---------------------------