AGREEMENT

AGREEMENT

AGREEMENT (the "Agreement"), dated as of March 19, 2005 between MediaBay,

Inc., a Florida corporation (the "Company"), Norton Herrick ("Herrick") and

Huntingdon Corporation, a Delaware corporation ("Huntingdon").

BACKGROUND

A. The Company has issued to Herrick (i) the convertible promissory notes

set forth on Exhibit A hereto (the "Herrick Notes"), (ii) the Series A

Convertible Preferred Stock, no par value per share (the "Series A Preferred

Stock") and (iii) the Series C Convertible Preferred Stock, no par value per

share (the "Series C Preferred Stock), set forth on Exhibit B hereto.

B. The Company has issued to Huntingdon (i) the convertible promissory

notes set forth on Exhibit A hereto (the "Huntingdon Notes") and (ii) the Series

C Convertible Preferred Stock, set forth on Exhibit B hereto.

C. The Company requires financing (the "Financing") to meet certain debt

payment obligations and its working capital requirements and is raising

approximately $35,900,000 in connection with the sale of Series D Convertible

Preferred Stock, no par value per share (the "Series D Preferred Stock"),

pursuant to the terms of that certain Securities Purchase Agreement dated the

date hereof (the "Securities Purchase Agreement"), by and among the Company and

the entities whose names appear on the signature page thereto (the "Investors").

Capitalized terms used but not otherwise defined herein shall have the meaning

set forth in the Securities Purchase Agreement.

D. On the date hereof, a majority of the Company's shareholders has

approved by written consent (the "Written Consent") the following actions in

connection with the Financing (i) the issuance of the common stock, no par value

per share, of the Company ("Common Stock") in excess of the Cap Amount in

connection with the transactions contemplated in the Securities Purchase

Agreement and the other Transaction Documents (as defined in the Securities

Purchase Agreement), (ii) an amendment to the Articles of Incorporation of the

Company, providing for an increase in the authorized number of shares of Common

Stock of the Company from 150,000,000 shares to 300,000,000 shares, and (iii) a

change of control (as defined in accordance with Nasdaq Marketplace Rule

4350(i)(I)(B)) (together, the "Shareholder Actions"). While such shareholder

actions have been approved, the Company may not effect them until it satisfies

certain information requirements (the "Information Requirements") to the

shareholders not party to the written consent pursuant to Section 607.0704 of

the Florida Business Corporation Act and Regulation 14C of the Securities

Exchange Act of 1934, as amended ("Regulation 14C").

E. As a condition to the Closing of the Financing, (i) Herrick is required

to convert the Herrick Notes (as set forth on Exhibit A hereto) and a portion of

his Series A Preferred Stock (as set forth on Exhibit B hereto) into Common

Stock, and (ii) the Company is required to redeem the balance of Herrick's

Series A Preferred Stock (as set forth on Exhibit B hereto) and all of Herrick's

Series C Preferred Stock, pursuant to the terms set forth herein.

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F. As a further condition to the Closing of the Financing transaction, (i)

Huntingdon is required to convert the Huntingdon Notes into Common Stock, (ii)

the Company is required to redeem all of Huntingdon's Series C Preferred Stock,

and (iii) the Company is required to pay all accrued but unpaid interest on

notes issued to Huntingdon which were previously canceled.

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as

follows:

1. Herrick is hereby (i) converting the principal amount of the Herrick

Notes outstanding into the Company's Common Stock, pursuant to the terms of such

notes and for the number of shares of Common Stock set forth on Exhibit A, and

(ii) converting that portion of his shares of Series A Preferred Stock with an

aggregate stated capital of $1,068,400 (the "Converted Series A Preferred") for

that number of shares of Common Stock set forth on Exhibit B, pursuant to the

terms set forth in designations of the Series A Preferred Stock in the Company's

Articles of Incorporation. All accrued but unpaid dividends on the Converted

Series A Preferred, and interest on the Herrick Notes as of the date hereof (as

set forth on Exhibit A and Exhibit B, respectively) shall be paid immediately

upon conversion. The shares of Common Stock issuable upon conversion of the

Herrick Notes, the Huntingdon Notes and the Converted Series A Preferred are

hereinafter collectively referred to herein as the "Conversion Shares".

2. Huntingdon is hereby converting the principal amount of the Huntingdon

Notes outstanding into the Company's Common Stock, pursuant to the terms of such

notes and for the number of shares of Common Stock set forth on Exhibit A. All

accrued but unpaid interest on the Huntingdon Notes as of the date hereof (as

set forth on Exhibit A) shall be paid immediately upon conversion. Upon

consummation of the Financing, the Company shall pay to Huntingdon $11,913 in

satisfaction of all accrued but unpaid interest on notes issued to Huntingdon

which were previously canceled.

3. Immediately upon consummation of the Financing, (A) the Company shall

place into escrow with Blank Rome LLP (the "Escrow Agent") (i) $1,431,600, which

represents the stated capital of the Series A Preferred Stock not being

converted by Herrick pursuant to Section 1 hereof (the "Remaining Series A

Preferred Stock"), and (ii) $1,181,400, which represents the stated capital of

the Series C Preferred Stock owned by Herrick, both as set forth on Exhibit B

(collectively, the "Herrick Redemption Amount"), and (B) Herrick shall place

into escrow with the Escrow Agent stock certificates (the "Herrick Stock

Certificates") in his name representing the Remaining Series A Preferred Stock

and the Series C Preferred Stock, which certificates shall have attached to them

a stock power endorsed in blank for transfer owned by Herrick, to be held in

escrow pursuant to Section 6 hereof and the terms of the Escrow Agreement

attached hereto as Exhibit C (the "Escrow Agreement").

4. Immediately upon consummation of the Financing, (A) the Company shall

place into escrow with the Escrow Agent $3,171,300, which represents the stated

capital of the Series C Preferred Stock owned by Huntingdon, as set forth on

Exhibit B (the "Huntingdon Redemption Amount"), and (B) Huntingdon shall place

into escrow with the Escrow Agent stock certificates (the "Huntingdon Stock

Certificates") in its name representing the Series C Preferred Stock owned by

Huntingdon, which certificates shall have attached to them a stock power

endorsed in blank for transfer, to be held in escrow pursuant to Section 6

hereof and the terms of the Escrow Agreement.

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5. All accrued but unpaid dividends on the Remaining Series A Preferred

Stock and the Series C Preferred Stock as of the date hereof (as set forth on

Exhibit B hereof), shall be paid in cash to Herrick and Huntingdon, as

applicable, on the date hereof. Dividends on the Remaining Series A Preferred

Stock and Series C Preferred Stock shall cease to accrue on the Closing Date and

Huntingdon and Herrick, as applicable, accordingly hereby waive all rights to

such dividends, provided that they shall be entitled to receive all interest

earned on the Herrick Redemption Amount and Huntingdon Redemption Amount, as

applicable, in accordance with the terms of the Escrow Agreement.

6. On the earlier of (i) Stockholder Approval, which shall not be deemed

to have been obtained until the Written Consent has become effective in

accordance with Regulation 14C, and (ii) June 1, 2005 (the first to occur of (i)

and (ii) being referred to herein as the "Redemption Date"), the Company shall

redeem from Herrick and Huntingdon the Remaining Series A Preferred Stock and

the Series C Preferred Stock for the Herrick Redemption Amount and the

Huntingdon Redemption Amount, as applicable. On the Redemption Date, (A) the

Herrick Redemption Amount (including interest thereon) and the Huntingdon

Redemption Amount (including interest thereon), as applicable, shall be

distributed by the Escrow Agent to Herrick and Huntingdon, and (B) the Herrick

Stock Certificates and the Huntingdon Stock Certificates shall be delivered to

the Company for cancellation.

7. The Company shall register for resale (i) the Conversion Shares, so

long as they are owned by Herrick or Huntingdon, pursuant to Registration Rights

Agreement No. 1, by and among the Company, Herrick and Huntingdon, a form of

which is attached hereto as Exhibit D, and (ii) all warrants ("Warrants") to

purchase shares of Common Stock owned by Herrick or Huntingdon and any

Conversion Shares or Warrants sold or otherwise transferred by Herrick or

Huntingdon, as the case may be, pursuant to Registration Rights Agreement No. 2,

by and among the Company, Herrick and Huntingdon, a form of which is attached

hereto as Exhibit E.

8. Pursuant to (i) that certain Agreement dated April 28, 2004 between the

Company and Herrick, (ii) that certain Agreement dated April 28, 2004 between

the Company and Huntingdon, and (iii) that certain Agreement dated April 28,

2004 between the Company and the N. Herrick Irrevocable ABC Trust (to the extent

the rights thereunder were assigned to Herrick), each of Herrick and Huntingdon

have the right (the "Warrant Amendment Rights") to require the Company to hold a

shareholder meeting in order to amend the warrants issued pursuant to that

certain Warrant Agreement dated May 25, 2005, by and among the Company, Herrick

and Huntingdon, to provide for full ratchet anti-dilution protection under

certain conditions. Herrick and Huntingdon hereby waive and agree to eliminate

all Warrant Amendment Rights.

9. Herrick (as holder of the Herrick Notes, Series A Preferred Stock and

Series C Preferred Stock and under any other agreements between him and the

Company) and Huntingdon (as holder of the Huntingdon Notes and Series C

Preferred Stock and under any other agreements between it and the Company)

hereby consent (as such consents are required under the terms of the Herrick

Notes, Huntingdon Notes, Series A Preferred Stock, Series C Preferred Stock and

other such agreements) to the Financing on the terms and conditions set forth in

the Securities Purchase Agreement and the Transaction Documents, including but

not limited to (a) the execution of the agreements relating to such

transactions, (b) the authorization, creation and issuance of the Series D

Preferred Stock and the rights and preferences of such preferred stock as set

forth in the Articles of Amendment to the Articles of Incorporation with respect

thereto, which Herrick and Huntingdon, as applicable, acknowledge and consent to

being senior to the Series A Preferred Stock and the Series C Preferred Stock,

(c) the authorization and issuance of the Investor Warrants, Preferred Warrant,

Additional Warrants, Satellite Consulting Warrant and Common Stock issuable upon

exercise thereof, (d) the execution, delivery and performance of that certain

Letter Agreement, dated the date hereof, by and among the Company, Forest Hill

Select Offshore, Ltd., Forest Hill Select Fund, L.P. and Lone Oak Partners, L.P.

and (e) any change in control (as defined in any Herrick Note, Huntingdon Note,

the Articles of Incorporation or any agreement between the Company and Herrick

or Huntingdon) which may occur as a result of the Financing.

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10. Each of Herrick and Huntingdon hereby represent, warrant and

acknowledge to the Company, as to itself only, that:

(a) Such party has, and will have on the Redemption Date (except

with respect to the Series A Preferred Stock which is converted), good and

marketable title to the Series A Preferred Stock (with respect to Herrick only)

and Series C Preferred Stock owned by it, free and clear of all liens, security

interests, pledges, encumbrances, claims and restrictions.

(b) Such party has ful