EXHIBIT
10.34   January 18, 2002   Mr. James R. Schmidt Chief Executive Officer HearMe 6200 Stoneridge Mall Road, Suite 3010 Pleasanton, CA 94588  Dear Jim:  Thank you for retaining Burr, Pilger & Mayer LLP (BPM) to assist
you with the liquidation of HearMe and its wholly owned subsidiaries including
but not limited to Catapult, Resounding, and AudioTalk.  This letter is to confirm our understanding
of the terms and objectives of our engagement and the nature and limitations of
the services we will provide.  BPM agrees to sign HearMes standard form of Confidential Information
and Invention Assignment Agreement for consultants and that its employees
performing services for HearMe thereunder shall be bound thereunder.  BPM agrees that it shall not resign from or terminate the engagement
hereunder without engaging a successor on behalf of HearMe.  In addition, BPMs representative serving on
the Board of Directors of HearMe shall not resign without appointing an
additional director (to ensure that HearMe has at least one director at all
times).  BENEFITS OF WORKING WITH BPM  Although we have discussed many of these benefits, I thought it would
be beneficial to put them in writing so that if you need to pass this
engagement letter onto other members of your board, they too will have some of
the background information.  1.
  
  BPM has extensive experience with regard to the
  liquidation of companies and the final wrap-up by holding them in a trust
  position.  Attached, as Exhibit A, is
  a listing of some of the engagements we have performed with similar types of
  work.2.
  
  BPM has experience with SEC reporting
  companies.  Currently we audit five
  reporting companies.  All of these are
  smaller companies that call upon us to assist them with various issues
  regarding their 10Q and 10K filings. 
  We are familiar with the requirements and, as in this case, we would
  be able to prepare these documents and correspond with the SEC for as long as
  the company is required to do so.3.
  
  BPM is a large enough company that, through its
  various departments, it is able to handle the many aspects of this
  engagement.  As we discussed, the
  primary components of the engagement are IT, accounting, bookkeeping,
  possibly HR, and CEO/CFO, Chairman of the Board requirements.  BPM, through its 150-person workforce, has
  a fully capable IT department, an HR consulting group, a separate bookkeeping
  and write-up department where we provide liquidation accounting services, and
  have the needed people to handle the SEC reporting and financial statements.  Thus, you can be assured we can provide
  all aspects of this engagement and will not be farming out portions to
  other consultants.  
   Mr. James R. Schmidt January 18, 2002 Page 2  4.
  
  Assurance that we will be in business.  BPM was formed 15 years ago and all of its
  founding partners are still quite young. 
  One of the important things in the wrap-up of a company is to make
  sure the key people will be around for the foreseeable future to ensure the
  job is handled in a consistent, professional and accurate manner.  You can be assured the members of our team
  and our firm will be around long after HearMe is liquidated.   SCOPE
OF WORK  1.
  
  Act as the single Board member, CEO, CFO, and
  Secretary to assure all compliance matters are handled and the company meets
  its reporting requirements.2.
  
  Prepare monthly financial statements for the company
  and for as long as required and coordinate with the outside auditors for 10Q
  and annual audits.3.
  
  Prepare the annual tax returns for the next three years.4.
  
  Prepare or cause to be prepared all of the payroll
  filings for 2001.5.
  
  Establish a system to archive financial, personnel,
  and legal records of the company so they are accessible in the event of a
  dispute, tax inquiry, or former employee requiring historical data.6.
  
  Create an historical backup of existing computer
  files.  These files should be
  accessible for the next several years to retrieve information.7.
  
  Collect remaining accounts receivable and coordinate
  payables.8.
  
  Maintain the companys accounting systems, monthly
  accounts receivable and accounts payable ledgers, and other financial
  responsibilities as necessary during the final wrap up phase after
  resignation of the companys chief financial officer.9.
  
  Implement a file destruction system so that
  information no longer needed or required is disposed of properly.10.
  
  Make final distributions to shareholders.11.
  
  Assist and handle special projects as necessary.   STAFF
ASSIGNED  The orderly liquidation of a company, such as HearMe, involves a team
effort of accountants, human resources, technology, and administrative
personnel.  BPM has developed an
integrated team approach to coordinate the many issues, problems, and
situations that arise in liquidation. Below are some of the key personnel who
will be assigned to this project.  Stephen D. Mayer, Managing Partner, has extensive
experience in the liquidation and wind down of many companies and will
coordinate the overall effort from BPM.  Venita Baldwin, Partner in charge of Human Resources
Consulting group, will oversee and coordinate the HR aspects of this
engagement.   
   Mr. James R. Schmidt January 18, 2002 Page 3   Ken Nangle, Senior Director, Computer Consulting
Services group, will coordinate the IT aspects of this engagement.  He has over 25 years of computer consulting
experience.  Grace Kosakura, Senior Accountant in our Outsource
Accounting Group (OAS) will oversee the day-to-day activities in the accounting
areas including financial statements, accounts payable, cash management, tax
returns, and coordination with the outside accounts.  Rebecca Simon, a Manager in our Accounting Department,
who will oversee the accounting and tax aspects of this engagement.  Other staff,at the appropriate level, will be
assigned once the job is fully scoped and we begin work.   FEES  Our fees for professional
services are based on the hourly rate of the individual performing the work
times the number of hours incurred.  Our
rates are adjusted on a periodic basis when we adjust the compensation levels
of our personnel.  These adjustments are
made in July and January based on market conditions.  At this time our rates range from $75 per hour at the beginning
staff level to $375 at the senior partner level.  In addition, direct out-of-pocket expenses such as travel,
tax-processing fees, outside consultants, lodging, and other similar expenses
are billed at our cost.  Indirect expenses
such as telephone, fax, postage, photocopy, and technology services are billed
at 3% of our fees.  It is always difficult to
estimate the exact fees of a project such as this; however, based on our
previous experience, below is a general overview for the three phases of this
project.  Phase I Consists of the initial
project and involves an intensive effort of coordination between our staff and
your remaining employees.  This phase
usually lasts about 60 days and results in passing the baton from your
company to ours.  Phase
II This is the wind down
phase.  During this time, the company
completes the liquidation of its assets and pays its liabilities.  This phase includes the wind down of the
employee benefit plans, destruction of some records, the quarterly filings, and
vacating the premises.  This phase
usually lasts six to 12 months.  Phase
III This is the hibernation
phase.  During this phase, which usually
lasts two to three years, the company has little activity and our tasks would
be tax filings, occasional requests for information, collecting the last few
assets and/or paying the last few liabilities, reporting to shareholders, and
other tasks related to the final dissolution of the company, including any
future distributions to the shareholders.  This type of engagement
requires a different approach to fees. 
We suggest the following:  A.
  
  A transition fee totaling $35,000 to cover our
  services for December 2001, January 2002, and February 2002.  This will encompass all transition
  services comprised of accounting, bookkeeping, HR, IT, and Board role.  This will include the hand off to our firm
  from you, your employees, and Board members.B.
  
  A monthly fee of $12,500 for the months of March
  2002 through March 2003.  
   Mr. James R. Schmidt January 18, 2002 Page 4   C.
  
  A monthly fee of $6,000 for the months of April 2003
  through March 2005.  The assumption
  here is that the project will end March 2005.D.
  
  Our normal hourly rates for projects such as:1.
  SEC reporting past September 2002.2.
  Special audits for tax authorities or governmental
  agencies.3.
  Special research of IT related issues including
  retrieving back-ups.4.
  Assisting with litigation related projects.5.
  Cash distributions to shareholders.6.
  Other projects beyond the scope outlined in A, B,
  and C above.   If the foregoing is in accordance with your understanding, please sign
the copy of this letter in the space provided and return it to us along with a
retainer check in the amount of $35,000. 
This retainer will be applied to fees through February 2002, as outlined
above in item A.  Please contact Steve
Mayer if you have questions.  Thank you for the
opportunity to assist in this effort. 
BPM looks forward to working with you and your company.  Very truly yours,    Burr, Pilger & Mayer LLP      BPM:abj F:\02\145030\engage    ACKNOWLEDGED:  HearMe  James R. Schmidt, CEO
  
  Date 
   EXHIBIT A     Arnelle,
Hastie, McGee, Willis & Greene BPM is currently wrapping
up the liquidation of this medium-sized law firm located in San Francisco and
Los Angeles. BPM was called upon to provide an orderly liquidation which
included selling all of the assets, collecting all of the receivables and
negotiating with creditors and banking relations for the orderly payment of the
firms obligations.  Dinkelspiel,
Donovan & Reder This was a medium-sized
law firm located in San Francisco.  BPM
was called upon to provide an orderly liquidation that included selling all
assets, collecting all receivables, and disposing of more than 10,000 boxes of
records in storage.  Landsing
Pacific Fund, Inc. This was a REIT that sold
its assets and began liquidation proceedings in late 1995 by creation of a
liquidating trust.  BPM was engaged to
perform outsource accounting services to assist with the initial liquidation,
close down of its company offices, including file retention, fixed asset
sale/disposition, preparation of all accounting data, tax returns for the
liquidating trust, and ensuring the timely periodic distribution of dividends
to the 12,000 shareholders of the original REIT.  US Lend
Lease Investments, Inc. USLI and its sister
company USL were wholly owned subsidiaries of one of the largest real estate
companies in Australia.  The USL
subsidiaries had assets in excess of $200 million.  We helped grow the companys domestic presence and then after the
company decided to close their operations we assisted in the liquidation and
wrap up.  During a five-year period
of time, BPM acted as the outsource financial and administrative department for
these companies, providing all services including interaction with the auditors
(meeting both US and Australian standards), preparation of annual tax returns,
preparation of monthly financial statements, and all cash management.  In addition, BPM served on their boards
reporting to the Australian parent company.  Flintkote
Corporation This was the wholly owned
subsidiary of a large Canadian corporation. 
While in the process of being liquidated, it was determined they had
significant exposure to asbestos claims. 
BPM became the outsource accounting department and managed a $100
million fund of liquid assets that was reinvested on a periodic basis to
provide cash flow, pay the costs of the asbestos litigation, and settle
claims.  BPM was required to maintain a
database, perform daily accounting functions, prepare monthly financials, and
coordinate the annual audit with Coopers & Lybrand, LLP.  PURUS,
Inc. PURUS
was a publicly traded manufacturer who sold their product line in anticipation
of purchasing a new venture.  During
this interim period between product lines, BPM was engaged to out-source all
accounting and administrative functions. 
This included preparation of income tax returns, coordination with
auditors, assistance with 10K and 10Q filings, and employee benefit issues.