NON-QUALIFIED STOCK OPTION AGREEMENT MEDIABAY, INC.

                                                                    Exhibit 10.3

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                 MEDIABAY, INC.

                  AGREEMENT made as of this April 4, 2005 (the "Grant Date")

between MediaBay, Inc. (the "Company"), a Florida corporation, having a

principal place of business in Cedar Knolls, New Jersey, and Robert Toro (the

"Grantee") residing at 3 Belaire Lane, Manalapan, New Jersey.

                  WHEREAS, the Company desires to grant to the Grantee a

Non-Qualified Stock Option to purchase 250,000 shares of its common stock, no

par value (the "Shares"), under and for the purposes of the 2004 Stock Incentive

Plan of the Company (the "Plan"), pursuant to the terms thereof;

                  WHEREAS, the Company and the Grantee understand and agree that

unless otherwise defined herein any terms used herein have the same meanings as

in the Plan.

                  NOW, THEREFORE, in consideration of the mutual covenants

hereinafter set forth and for other good and valuable consideration, the parties

hereto agree as follows:

                  1. Grant of Option. The Company hereby grants to the Grantee

the right and option (the "Option") to purchase all or any part of an aggregate

of 250,000 shares of its common stock, no par value, on the terms and conditions

and subject to all the limitations set forth herein and in the Plan, which is

incorporated herein by reference. The Grantee acknowledges receipt of a copy of

the Plan.

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                  2. Purchase Price. The purchase price of the 250,000 of the

Shares covered by the Option shall be $0.59 per share.

                  3. Exercise of Option. The Option granted hereby shall vest

immediately and be exercisable on the following dates:

                     1  One Hundred Thousand (100,000) the date hereof;

                     2  Fifty Thousand (50,000) on April 4, 2006;

                     3  Fifty Thousand (50,000) on April 4, 2007; and,

                     4  Fifty Thousand (50,000) on April 4, 2008

                  4. Term of Option. The Option shall terminate on ten (10)

years from the date hereof (i.e., April 4, 2015), but shall be subject to

earlier termination as provided herein or in the Plan.

                  If the Grantee ceases to perform services as an employee for

the Company for any reason other than death, disability, termination of services

as an employee for "Cause" (as defined in the Plan) or voluntary termination of

services as a employee, the Option may be exercised within ninety (90) days

after the date the Grantee ceases to provide services as an employee to the

Company, or within Ten (10) years from the date hereof, whichever is earlier,

but may not be exercised thereafter. In such event, the Option shall be

exercisable only to the extent that the right to purchase Shares under the Plan

has accrued and is in effect at the date of such cessation of services as an

employee.

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                  In the event the Grantee's services as an employee are

terminated by the Company for "Cause" (as defined in the Plan), or voluntarily

by the Grantee, the Grantee's right to exerci