NON-QUALIFIED STOCK OPTION AGREEMENT MEDIABAY, INC.

                                                                   Exhibit 10.5

                      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 Daniel J. Altobello

(the "Grantee") residing at 9727 Avenel Farm Drive, Potomac, Maryland 20854.

                  WHEREAS, the Company desires to grant to the Grantee a

Non-Qualified Stock Option to purchase 50,000 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 50,000 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 50,000 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  Twenty-Five Thousand (25,000) on the date hereof

                     2  Twenty-Five Thousand (25,000) on April 1, 2006

                  4. Term of Option. The Option shall terminate on April 1,

2010.

                  5. Non-Assignability. The Option shall not be transferable by

the Grantee otherwise than by will or by the laws of descent and distribution

and shall be exercisable, during the Grantee's lifetime, only by the Grantee.

The Option shall not be assigned, pledged or hypothecated in any way (whether by