EXHIBIT 10.2
                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  made as of the 1st day of  January  2002,  by and  between
MediaBay, Inc., a Florida corporation, with offices at 2 Ridgedale Avenue. Cedar
Knolls,   New  Jersey  07927,   (the   "Company"),   and  Michael  Herrick  (the
"Executive").

                              W I T N E S S E T H:

     WHEREAS,  the Company and the  Executive  have  previously  entered into an
employment  agreement  which  became  effective  as of June 1, 2000 (the  "Prior
Agreement"); and

     WHEREAS, the Company recognizes the Executive's substantial contribution to
the growth and success of the  Company and desires to provide for his  continued
employment by reinforcing and encouraging his continued attention and dedication
to the Company; and

     WHEREAS,  the  Executive is willing to commit  himself to continue 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,  in  consideration of
the  Executive's  services  and  value  to  the  Company  over  and  beyond  his
obligations  as an employee,  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
paragraph 2 shall commence on the date of this Agreement and end on the December
31, 2003, subject however, to the other termination provisions contained herein.

     4. Position and Duties.  (a) The Executive shall be employed by the Company
as its Chief  Executive  Officer.  His power and  authority  shall be and remain
superior to those of any other officer or employee of the Company other than the
Chairman.  Subject to the direction  and control of the Board of Directors,  the
Executive  shall have  oversight  of the  business  and  affairs of the  Company
consistent with his current position as Chief Executive  Officer of the Company.
The  scope  of his  duties  and the  extent  of his  responsibilities  shall  be
substantially  the same as the duties and  responsibilities  that the  Executive
currently performs.  The Executive shall be required to devote substantially all
of his business time to the Company's business and affairs.


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     5. Compensation and Related Matters.

          (a) Salary.  During the term of this Agreement,  the Company shall pay
     to the Executive,  as basic compensation for his services, an annual salary
     of  $175,000  (subject to  increase  as  provided  below) in equal  monthly
     installments  during  the  first  year  of  the  term  of  this  Agreement;
     thereafter  at any time  during  the term of this  Agreement  the  Board of
     Directors may  increase,  but not decrease  such amount.  In addition,  the
     Executive shall be entitled to participate in the Company's incentive stock
     option and stock plans.  The Executive  shall  receive a  performance-based
     bonus, the amount of which shall be determined by the Board of Directors in
     its sole and absolute discretion, provided that the Executive shall receive
     a minimum bonus of $50,000 on each  December 1st  (beginning on December 1,
     2002) on which the  Executive is still  employed by the Company.  Each such
     bonus shall be paid to the  Executive  on or before  December  31st of each
     calendar year. The  Executive's  salary and bonus shall be  reconsidered at
     least once each fiscal year of the  Company  and shall not  necessarily  be
     limited to such increases granted other officers.

          (b)  Expenses.  The  Executive  shall be  entitled  to 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 be entitled
     to receive  insurance and employee  benefits  applicable to all officers of
     the Company.

     6. Termination by the Company. The Executive's  employment hereunder may be
terminated by the Company  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
     his duties  hereunder for a consecutive  period of one hundred eighty (180)
     days and after notice of termination is given (which may be given before or
     after  the end of  such  180 day  period  but  which  will in no  event  be
     effective  until,  at the  earliest,  the day  following  the  one  hundred
     eightieth  (180th)  day of the  period)  shall  not  have  returned  to the
     performance of his duties  hereunder,  as that concept is  contemplated  in
     this Agreement,  within thirty (30) days after the notice of termination is
     given, the Company may terminate the Executive's employment hereunder.

          (c) Cause. The Company may terminate the Executive's  employment under
     this Agreement at any time for cause.  For purposes of this Agreement,  the
     term  "cause"  shall  include  one or more of the  following:  (i)  willful
     misconduct and continued failure by the Executive in the performance of his
     duties,  as contemplated in this Agreement,  as Chief Executive Officer and
     President  (other than through  disability  as defined in  paragraph  6(b),
     above),  or (ii) conviction of a crime involving  moral  turpitude,  theft,
     embezzlement  or


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<PAGE>

     continuing alcohol or drug abuse to the extent that he is unable to perform
     the duties of his office.  The  termination  shall be  evidenced by written
     notice  thereof  to the  Executive,  which  shall  specify  the  cause  for
     termination.

          (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  sixty  percent  (60%)  of the
     directors then in office (excluding the vote of the Executive if he is also
     a director),  terminate the Executive  without cause upon ninety (90) 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 paragraphs 6(a), (b) or (c) hereof.

          (e) Severance  Pay. In the event that the Company has  terminated  the
     Executive's  employment under this Agreement "without cause" or at any time
     after a "Change of  Control"  (as  defined  below) has  occurred,  then the
     Executive will be entitled to receive severance pay equal to the greater of
     Five Hundred Twenty Five Thousand and 00/100 U.S. Dollars  ($525,000.00) or
     three (3) times the total  compensation  received by the Executive from the
     Company during the twelve (12) months prior to the date of termination.  In
     the event there is a "Change of Control" (as defined below),  the Executive
     will have six (6) months following the event which  constituted the "Change
     of Control" to elect to resign  (unless in  connection  with such event the
     Executive was terminated) at which time the Executive will then receive the
     aforementioned severance pay.

          (f) 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 or the execution
     of an  agreement  to  acquire  twenty  percent  (20%) or more of the voting
     securities of the Company by any person or entity not  affiliated  with the
     Executive  (other  than  pursuant  to a bona  fide  underwriting  agreement
     relating to a public  distribution of securities of the Company),  (ii) the
     commencement  of a tender or exchange  offer for more than  twenty  percent
     (20%) of the voting  securities  of the Company by any person or entity not
     affiliated  with the Executive,  (iii) the  commencement 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 twenty  percent (20%) of the voting
     securities of the Company,  (iv) a vote by the Board of Directors to merge,
     consolidate,  sell all or substantially all of the assets of the Company to
     any person or entity not affiliated with the Executive, or (v) the election
     of directors constituting a majority of the Board of Directors who have not
     been nominated or approved by the Executive.

          (g) The Executive  shall not be required to mitigate the amount of any
     payment  provided for in this  paragraph 6 by seeking  other  employment or
     otherwise,  nor  shall  the  amount  of any  payment  provided  for in this
     paragraph 6 be reduced by any  compensation  earned by the Executive as the
     result of employment by another  employer or business or by profits  earned
     by the  Executive  from any other  source at any time  before and after the
     date of  termination.  The  amounts  payable  to the  Executive  under this
     Agreement  shall not be treated as damages,  but as severance  pay to which
     the Executive is entitled by reason of his employment and the circumstances
     contemplated by this Agreement.


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<PAGE>

          (h) The severance pay which the Executive  will be entitled to receive
     as a result of the  termination  of his  employment  under this  Agreement,
     shall  not  be the  Executive's  exclusive  remedy  in the  event  of  such
     termination,  and the  Executive  will continue to be entitled to all other
     damages  to  which  the  Executive  may  be  entitled  as a  result  to the
     termination of his  employment  under this  Agreement,  including all legal
     fees and  expenses  incurred by him in  contesting  or  disputing  any such
     termination  or in  seeking  to obtain  or  enforce  any  right or  benefit
     provided by this Agreement.

     7. Non-Competition Covenant. The Executive hereby covenants and agrees that
he will not serve as an officer of or perform any  equivalent  functions for any
other audio book company during the term of his employment under this Agreement.
Nothing in the  immediately  preceding  sentence is intended to be  construed as
otherwise   preventing  the  Executive  from  (i)  engaging  in  other  business
activities,   (ii)  holding   positions  in  charitable   organizations,   (iii)
purchasing,  holding or owning  interests in other entities  and/or serving as a
director  and/or  officer  of other  corporations,  or  serving  as a manager of
limited liability companies or a general partner of partnerships, or (iv) having
any other  interest in other  businesses.  In addition,  during the term of this
Agreement  and  for  a  period  of  two  (2)  years  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,  engage or  participate  in any activities  which are in
direct  conflict  with the  interests  of the  Company  or solicit or attempt to
solicit the business or patronage of any person, firm,  corporation,  company or
partnership,  which had  previously  been a  customer  of the  Company,  for the
purpose of selling  products  and  services  similar  to those  provided  by the
Company.

     8.  Indemnification.  To the maximum extent  permitted  under the corporate
laws  of  the  State  of  Florida  or,  if  more  favorable,   the  Articles  of
Incorporation  and/or  By-Laws  of the  Company as in effect on the date of this
Agreement,  (a) 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, 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 pay the Expenses  incurred by the Executive in connection with
the defense or  investigation of such Claim or matter (or cause such Expenses to
be paid) on a monthly  basis,  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


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<PAGE>

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.  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,  divisees  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.

     10. 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:                  Michael Herrick
                                      2 Ridgedale Avenue
                                      Cedar Knolls, New Jersey 07927
                                      (973) 539-9528

If to the Company:                    MediaBay, Inc.
                                      2 Ridgedale Avenue
                                      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.

     11. 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.


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<PAGE>

          (c) In the event of a dispute  between the  Executive  and the Company
     concerning any of the  provisions of this  Agreement or the  enforcement of
     the terms hereof,  should the Executive prevail in any settlement or final,
     unappealable  judgment of a court of  competent  jurisdiction,  the Company
     shall pay the  Executive's  costs incurred  therein,  including  reasonable
     attorneys' fees.

     12. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Florida  and any action  brought by either  party  shall be
commenced in the courts of the State of Florida.  The  Executive and the Company
hereby  irrevocably  and  unconditionally  consent  to submit  to the  exclusive
jurisdiction  of the  courts of the State of Florida  and the  United  States of
America located in Palm Beach County,  Florida for any and all actions, suits or
proceedings  arising out of or resulting  from or relating to this Agreement and
the transactions  contemplated  hereby and the parties agree not to commence any
action,  suit or proceeding  relating thereto except in such courts. The parties
hereby  irrevocably  and  unconditionally  waive any  objection to the laying of
venue of any such action,  suit or proceeding  arising out of, resulting from or
relating  to this  Agreement  or the  transactions  contemplated  hereby in such
courts and hereby further irrevocably and unconditionally waive and agree not to
plead or claim in any such court that such action, suit or proceeding brought in
any such court has been brought in an inconvenient forum.

     13.  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.

     14.   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.

     15. 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,  including  the Prior
Agreement; and there are no restrictions,  agreements,  promises,  warranties or
covenants other than those stated in this Agreement.


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     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:_________________, 19 __     MEDIABAY, INC., a Florida corporation

                                         By:___________________________________
                                         Printed Name:_________________________
                                         Title:________________________________

                                         "EXECUTIVE"


Date Signed:_________________, 19 __      _____________________________________
                                          Printed Name: