EXHIBIT 10.2



                                    AGREEMENT

                                  BY AND AMONG

                                 MEDIABAY, INC.,

                             VIDEO YESTERYEAR, INC.,

                    PREMIER ELECTRONIC LABORATORIES, INC. AND

                EDISON REALTY AND MANAGEMENT COMPANY INCORPORATED


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                                    AGREEMENT

      Agreement, made as of April 1, 2004 by and among MediaBay, Inc., a Florida
corporation formerly known as Audio Book Club, Inc. ("MBAY"), Premier Electronic
Laboratories, Inc., a Connecticut corporation ("PREMIER"), Edison Realty and
Marketing, Inc., a Delaware corporation ("LESSOR") and Video Yesteryear, Inc.
(formerly Classic Radio Acquisition Corp.), a Delaware corporation ("LESSEE").

                          _____________________________

      This Agreement is to satisfy in full the obligations of MBay under that
certain Put Agreement dated December 11, 1998 between MBay and Premier (the "Put
Agreement").

                          _____________________________

      NOW, THEREFORE, in consideration of the above premises and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:

1.    TERMINATION OF PUT AGREEMENT; MUTUAL RELEASES.

      1.01. Termination of Put Agreement. MBay and Premier hereby terminate the
Put Agreement; and Premier may retain or dispose of all shares of MBay stock
covered by the Put Agreement and not previously transferred or sold.

      1.02. Mutual Releases. MBay and Lessee, on the one hand, and Premier,
Lessor and J. David Goldin, on the other hand, have simultaneously with the
execution and delivery of this Agreement entered into and exchanged mutual
releases in the form attached hereto as Exhibit A and B, respectfully.

2.    CASH PAYMENTS

      2.01. MBay Payments. MBay shall pay Premier $950,000 in cash, without
interest, as follows ("MB Payments"):

      a.    $14,000 simultaneously with the execution and delivery of this
            Agreement;

      b.    $7,000 per month in 34 equal consecutive monthly payments on the
            first day of each calendar month commencing July 1, 2004 and
            concluding April 1, 2007;

      c.    $19,389 per month in 36 consecutive monthly payments on the first
            day of each calendar month commencing May 1, 2007 and concluding
            April 1, 2010.

      2.02. Optional Prepayments. All MB Payments may be prepaid, in whole or in
part, at any time, without penalty or interest. All such prepayments shall be
applied to the balance of payments within Section 1.1(a) or (b), as the case may
be, in inverse order of maturity.


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      2.03. Mandatory Prepayments. Subject to the terms of the Subordination
Agreement dated as of the date hereof by and among Premier, MBay, Radio Spirits,
Inc., AudioBook Club Inc. and Zohar CDO 2003-1, hereto (the "Subordination
Agreement"), all MB Payments shall become unconditionally due and payable upon
the occurrence of either:

      a.    the dissolution, liquidation or adoption of a plan of liquidation of
            MBay; or

      b.    the merger or consolidation of MBay (or, if MBay is a holding
            company without substantial assets, the merger or consolidation of a
            subsidiary or subsidiaries with a majority, measured by the most
            recent quarterly balance sheet, of the assets of MBay on a
            consolidated basis) with a company 50% or more of whose equity
            interests are not owned, directly or indirectly, by shareholders of
            MBay immediately after the transaction; or

      c.    the sale of all or substantially all of MBay's consolidated assets
            (as measured on MBay's most recent consolidated balance sheets).

      2.04. Manner of Payment. All MB Payments shall be made in United States
Dollars by certified or bank check to Premier at Box 542, Newtown, CT 06470 or
at such other place in the United States of America as Premier shall designate
to MBay in writing, or by wire transfer of immediately available funds to an
account designated by Premier in writing. If any MB Payment is due on a day that
is not a Business Day, such payment shall be due on the next succeeding Business
Day. "Business Day" means any day other than a Saturday, Sunday or legal holiday
in the State of Connecticut or New York.

      2.05. Events of Default. The occurrence of any one or more of the
following events with respect to an MB Payment shall constitute an event of
default hereunder ("Event of Default"):

      a.    If MB shall fail to pay any MB Payment within ten (10) days after
            such payment is due; or

      b.    If, pursuant to or within the meaning of the United States
            Bankruptcy Code or any other federal or state law relating to
            insolvency or relief of debtors (a "Bankruptcy Law"), MB or any of
            its subsidiaries shall (i) commence a voluntary case or proceeding;
            (ii) consent to the entry of an order for relief against it in an
            involuntary case; (iii) consent to the appointment of a trustee,
            receiver, assignee, liquidator or similar official; (iv) make an
            assignment for the benefit of its creditors; or (v) admit in writing
            its inability to pay its debts as they become due; or

      c.    If a court of competent jurisdiction enters an order or decree under
            any Bankruptcy Law than (i) is for the relief against MB or any of
            its subsidiaries in an involuntary case; (ii) appoints a trustee,
            receiver, assignee, liquidator or similar official for MB or any of
            its subsidiaries or substantially all of the properties of MB or any
            of its subsidiaries; or (iii) orders the liquidation of MB or any of
            its subsidiaries, and in each case the order or decree is not
            dismissed within 30 days.

      2.06. Notice by MB. MB shall notify Premier in writing within five days
after the occurrence of any Event of Default.


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      2.07. Remedies. Subject to the Subordination Agreement, upon the
occurrence of an Event of Default hereunder (unless all Events of Default have
been cured by MBay or waived by Premier), Premier may, at its option, (i) by
written notice to MB, declare the entire unpaid balance of MB Payments, together
with interest thereon thereafter at 10% per annum, immediately due and payable
regardless of any prior forbearance and (ii) exercise any and all rights and
remedies available to it under applicable law.

      2.08. Waiver. The rights and remedies of Premier under this Agreement
shall be cumulative and not alternative. No waiver by Premier of any right or
remedy under this Agreement shall be effective unless in a writing signed by
Premier. Neither the failure nor any delay in exercising any right, power or
privilege under this Agreement will operate as a waiver of such right, power or
privilege by Premier will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege. To
the maximum extent permitted by applicable law, (a) no claim or right of Premier
arising out of this Agreement can be discharged by Premier, in whole or in part,
by a waiver or renunciation of the claim or right unless in a writing signed by
Premier; (b) no waiver that may be given by Premier will be applicable except in
the specific instance for which it is given; and (c) no notice to or demand on
MB or any of its subsidiaries will be deemed to be a waiver of any obligation of
MB or any of its subsidiaries or of the right of Premier to take further action
without notice or demand as provided in this Agreement. MB, on behalf of itself
and its subsidiaries, hereby waives presentment, demand, protest and notice of
dishonor and protest.

3.    ASSIGNMENT OF SUBLEASE AND TERMINATION OF LEASES.

      3.01. Assignment of Sublease; Termination of Leases. Lessee hereby assigns
all of its right, title and interest in and to the sublease dated June 12, 2002
between Lessee, as lessor, and Strawberry Hill Millwork, LLC, as subleasee
("Subtenant"), for the building at Route 53 and Turkey Plain Road, Bethel, CT
(the "Sublease"), and Lessor and Lessee hereby agree to terminate the following
leases (the "Leases"):

      a.    Lease Agreement dated December 11, 1998 between Lessor and Lessee
            for the building at 13 Glen Road, Sandy Hook, CT ("Sandy Hook
            Lease"); and

      b.    Lease Agreement dated December 11, 1998 between Lessor and Lessee
            for the building at Route 53 and Turkey Plain Road, Bethel, CT
            ("Bethel Lease").

      3.02. Leasehold Payments. Simultaneously with the execution and delivery
of this Agreement, Lessee has paid Lessor $6,903.96 [$1,750 plus $4,000 for
Bethel security deposit minus $476.83 for pro-rated taxes under Section 4(b) of
the Sandy Hook Lease minus $1,369.21 for pro-rated taxes under Section 4(b) of
the Bethel Lease plus $2,000 for April rent due and paid by Subtenant under the
Sublease].

      3.03. Lease Representation. MBay and Lessee jointly and severally
represent and warrant to Lessor that:

      a.    Lessee is not in breach of either of the Leases or the Sublease.

      b.    Subtenant is not, to Lessee's knowledge, in breach of the Sublease.


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      c.    Lessee has notified Subtenant in writing, in form and substance as
            previously approved by Lessor, that the Sublease (including rights
            to the Subtenant's security deposit) has been assigned to Lessor and
            that all future payments should be made to Lessor.

4.    REPRESENTATIONS.

      4.01. Representations and Warranties. MBay, Lessee, Lessor and Premier
each represents and warrants as follows:

      a.    It is duly organized, validly existing, and in good standing under
            the laws of the jurisdiction of its incorporation.

      b.    It has full corporate power and authority to execute and deliver
            this Agreement and to perform its obligations hereunder. This
            Agreement constitutes the valid and legally binding obligations of
            it, enforceable in accordance with its terms and conditions. It need
            not give any notice to, make any filing with, or obtain any
            authorization, consent, or approval of any government or
            governmental agency in order to consummate the transactions
            contemplated by this Agreement. The execution, delivery and
            performance of this Agreement and all other agreements contemplated
            hereby have been duly authorized by it.

      c.    Neither the execution and delivery of this Agreement, nor the
            consummation of the transactions contemplated hereby, will (i)
            violate (A) any constitution, statute, regulation, rule, injunction,
            judgment, order, decree, ruling, charge or other restrictions of any
            government, governmental agency, or court to which it is subject or
            (B) any provision of its charter, by-laws or other governing
            documents or (ii) conflict with, result in a breach of, constitute a
            default under, result in the acceleration of, create in any party
            the right to accelerate, terminate, modify, or cancel, or require
            any notice under an agreement, contract, lease, license, instrument,
            or other arrangement to which it is a party or by which it is bound
            or to which any of it assets are subject.

      4.02. Representations Concerning Lessee. MBay and Lessee jointly and
severally represent and warrant as follows:

      a.    There has been no disturbance of the Lessee's possession and quiet
            enjoyment of the property leased under the Sublease or Sandy Hook
            Lease. There are no disputes with respect to the Sublease.

      b.    No event has occurred or circumstance exists that, with the delivery
            of notice, the passage of time or both, would constitute such a
            breach or default, or permit the termination, modification or
            acceleration of rent under such Sublease.

      c.    Lessee does not owe, or will not owe in the future, any brokerage,
            commission or finder's fees with respect to the Sublease. The Lessee
            has neither subleased, licensed or otherwise granted any other party
            the right to use or occupy either of the properties covered by the
            Leases or any portion thereof, other than under the Sublease.


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      d.    Neither Lessee nor MBay has collaterally assigned or granted any
            other lien in either Lease or the Sublease or any interest in any of
            same.

      e.    No security deposit or portion thereof deposited with respect to the
            Sublease has been applied in respect to the breach or default under
            such Sublease that has not been re-deposited in full.

5.    MISCELLANEOUS.

      5.01. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York without reference to its principles of
conflicts of laws, except to the extent United States federal law may be
applicable.

      5.02. Waiver and Modification. Any failure of either party to enforce at
any time any of the provisions of this Agreement or any rights or remedies with
respect thereto or to exercise any election therein provided will not constitute
a waiver of any such provision, right, remedy or election, nor will it in any
way affect the validity of any of the provisions of this Agreement. The exercise
by either party of any of its rights, remedies or elections under the terms of
this Agreement shall not preclude or prejudice such party's rights to exercise
at any other time the same or any other right, remedy or election it may have
under this Agreement.

      5.03. Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties and supersedes all prior agreements, arrangements
and understandings relating to the subject matter of this Agreement. No
variation or modification of the Agreement or waiver of any of the terms or
provisions thereof shall be deemed valid unless in writing as an amendment
hereto signed by the parties.

      5.04. Notices. Each notice, request, approval, authorization, consent,
report and other communication to be given under this Agreement shall be in
writing and shall be considered to have been given if delivered, shipped and
receipted by a nationally recognized express courier service (charges prepaid),
or transmitted by confirmed e-mail, and shall be effective on the date such item
is received:


                  If to MBay or Lessee:

                  MediaBay, Inc.
                  2 Ridgedale Avenue
                  Cedar Knolls, New Jersey  07927
                  Attention:  Chief Executive Officer

                  with a copy to:

                  Blank Rome LLP
                  405 Lexington Avenue
                  New York, New York  10174
                  Attention:  Brad L. Shiffman, Esq.


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                  If to Premier or, Lessor

                  Box 542
                  Newtown, CT 06470

                  with a copy to:

                  Thacher Proffitt & Wood LLP
                  Two World Financial Center
                  New York, NY  10281
                  Attention:  Thomas N. Talley, Esq.


      5.05. Severability. Except as provided below, any provision that may be
found to be invalid or unenforceable shall not affect the remaining terms of
this Agreement, which shall be construed as if the invalid or unenforceable
provision was absent from this Agreement.

      5.06. Counterparts. This Agreement may be executed in any number of
counterparts. Each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.


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      IN WITNESS WHEREOF, the parties have signed this Agreement as of the day
and year first above written.


                              MEDIABAY, INC.


                              By: /s/ Jeffrey A. Dittus
                                  -------------------------------------
                                  Jeffrey A. Dittus, Chief Executive Officer

                              VIDEO YESTERYEAR, INC..


                              By: /s/ Jeffrey A. Dittus
                                  -------------------------------------
                                  Jeffrey A. Dittus, Chief Executive Officer

                              PREMIER ELECTRONIC LABORATORIES, INC.,


                              By: /s/ J. David Goldin
                                  -------------------------------------
                                  J. David Goldin, President

                              EDISON REALTY AND MANAGEMENT COMPANY
                                INCORPORATED


                              By: /s/ J. David Goldin
                                  -------------------------------------
                                  J. David Goldin, President