This Security Agreement is made and entered into as of April 30, 2001, by and among MediaBay, Inc., a Florida
corporation ("MEDIABAY"), the subsidiaries of MEDIABAY set forth in Schedule 2 annexed hereto
(collectively, the "Subsidiaries", and together with MEDIABAY, the "Companies"), each with its principal office
at 2 Ridgedale Avenue, Cedar Knolls, NJ 07927, on the one hand, and Huntingdon Corporation, a Florida
corporation with an address at c/o The Herrick Company, Inc., 2 Ridgedale Avenue, Cedar Knolls, NJ 07927
(the "Secured Party"), on the other hand. The Companies and the Secured Party are collectively referred to
hereinafter as the "Parties".
W I T N E S S E T H:
WHEREAS, MEDIABAY will issue to the Secured Party its (i) Convertible Senior Subordinated Promissory
Note Due December 31, 2002 in the principal amount of $800,000 (the "Advance Note") and (ii) Convertible
Senior Subordinated Promissory Note Due September 30, 2002 in the aggregate principal amount of up to
$2,500,000, or, at the option of the Secured party, $3,000,000 (the "Additional Financing Notes"; and together
with the Advance Note, the "Notes") and the Subsidiaries have executed and delivered to Secured Party that
certain Subsidiary Guaranty dated as of the date hereof (the "Guaranty") whereby the Subsidiaries have
guaranteed all obligations of MEDIABAY under the Notes;
WHEREAS, as an inducement to the Secured Party to purchase the Notes from MEDIABAY, the Companies
have agreed to grant to the Secured Party a security interest in their right, title and interest in and to the Collateral
(as defined herein) on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing and upon the terms and conditions hereinafter set forth,
the Parties agree as follows:
1. Grant of Security Interests in Collateral.
To secure the Companies' prompt payment when due of all principal and interest and all other amounts payable
under the Notes and the Guaranty and performance of all