MEDIABAY INC
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>15
<FILENAME>v03254_ex10-14.txt
<TEXT>

                                                                   EXHIBIT 10.14


                     AMENDED AND RESTATED SECURITY AGREEMENT

      This Amended and Restated Security Agreement is made and entered into as
of April __, 2004, 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".

                                   BACKGROUND:

      A. MEDIABAY issued to Huntingdon Corporation, a Florida corporation
("Huntingdon") its: (i) Secured Subordinated Promissory Note dated May 14, 2001,
in the principal amount of $800,000 (the "Advance Note"); and (ii) Senior
Secured Promissory Note in the principal amount of $2,500,000 dated May 14, 2001
(the Advance Note and each other note as each may hereafter be amended,
extended, supplemented, restated, or otherwise modified, from time to time,
being collectively referred to herein as, the "Notes"). Each of the Subsidiaries
delivered to Secured Party an Amended and Restated Guaranty of even date
herewith ("Guaranty").

      B. To induce the Secured Party to purchase the Notes from MEDIABAY,
certain of the Companies granted to the Secured Party a security interest in
certain assets pursuant to a Security Agreement dated April 30, 2001, as amended
(Existing Security Agreement");

      C. The parties desire to amend and restate, in its entirety, the Existing
Security Agreement as set forth herein.

      NOW, THEREFORE, with the foregoing Background incorporated by reference,
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound hereby, 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 other obligations, covenants, liabilities, duties, loans and
advances of the Companies to the Secured Party under the Notes and the Guaranty
and to secure all amounts payable and performance of all other obligations,
covenants, liabilities and duties of the Companies arising under any preferred
stock issued to Secured Party in exchange for the Notes, or any portion thereof
(collectively, the "Obligations") the Companies hereby grant to the Secured
Party a continuing security interest (the "Lien") in all existing and future
assets, and all accessions, additions, and accretions thereto, and products,
proceeds, replacements and substitutions thereof, including but not limited to,
the assets and properties described on Schedule 1 attached hereto (collectively,
the "Collateral").


<PAGE>


      2.    Lien.

            a. Continued Effectiveness of this Agreement. The terms of this
Agreement, and the obligations of the Companies arising hereunder, shall not be
affected, modified or impaired in any manner or to any extent by: (i) any
amendment or modification of or supplement to any documents evidencing any of
the rights of the Secured Party, or any instrument or document executed or
delivered pursuant to any of such documents other than this Agreement; (ii) the
validity or enforceability of any of such documents; (iii) any exercise or
non-exercise of any right, power or remedy under or in respect of any of such
instruments or documents referred to in clause (i) above or in respect of any of
the properties or assets now or hereafter constituting the Collateral, whether
or not the Secured Party shall have had notice or knowledge of any of the
foregoing and whether or not it shall have consented thereto.

            b. Intercreditor Agreement. The terms of this Agreement are subject
to the terms and conditions of (i) the Subordination and Intercreditor
Agreement, by among the Companies, certain affiliates thereof, and Zohar CDO
2003-1 Limited, as Agent, and (ii) an Amended and Restated Intercreditor
Agreement among the Companies, Secured Party, N. Herrick Irrevocable ABC Trust
and Norton Herrick (collectively, the "Intercreditor Agreements"). In the event
of any conflict between the terms of this Agreement, and the terms of any of the
Intercreditor Agreements, the terms of the Intercreditor Agreements shall
govern.

      3.    Location of Collateral; Location of Books and Records.

            The Companies warrant and covenant that each Company's jurisdiction
of organization is as set forth on Schedule 2 and that the Collateral and the
books and records concerning the Collateral are and shall be kept at the
locations set forth on Schedule 2 attached hereto, which may be amended from
time to time by the Companies upon ten (10) days prior written notice to the
Secured Party.

      4.    Title.

            Except for the security interest hereby granted in the Collateral
and except for security interests otherwise described in the Intercreditor
Agreement, the Companies have and at all times during the Term (as defined
herein) will retain full title to the Collateral, free and clear of any lien,
security interest, encumbrance, or claim, and the Companies will, at their cost
and expense, defend any action which may affect the Secured Party's security
interest in, or the Companies' title to, the Collateral. If the Companies do not
make a timely election to undertake the good faith defense of any action as
aforesaid, or if the Companies fail to proceed with the good faith defense of
such action after making such election, then, in either such event, the Secured
Party shall have the right to defend such action at the expense of the
Companies.

      5.    Financing Statement.

            Each Company shall simultaneously file all necessary UCC-1 financing
statements in favor of the Secured Party in order for the Secured Party to
perfect and continue its security interest in the Collateral, and each Company
shall pay (or reimburse Secured Party for) the cost of filing fees for filing
the same and shall further execute all other instruments or take all further
actions reasonably deemed necessary by the Secured Party for the perfection and
continuation of its security interest in the Collateral and shall pay (or
reimburse Secured Party for) the cost of filing fees for filing the same.


                                       2
<PAGE>


      6.    Property Insurance, Public and Products Liability Insurance.

            The Companies shall maintain insurance (a) on all insurable tangible
property against fire, flood, casualty and such other hazards (including,
without limitation, extended coverage, workmen's compensation, boiler and
machinery, with inflation coverage by endorsement) and (b) against public
liability, product liability and business interruption, in each case in such
amounts, with such deductibles and with such insurers as are customarily used by
companies operating in the same industry as the Companies. In the event the
Companies fail to procure or cause to be procured any such insurance or to
timely pay or cause to be paid the premium(s) on any such insurance, Secured
Party may do so for the Companies, but the Companies shall continue to be liable
for the same and any amounts so advanced shall be part of the Obligations. The
Companies hereby appoint Secured Party as the Companies' attorney-in-fact,
exercisable at Secured Party's option to endorse any check which may be payable
to the Companies in order to collect the proceeds of such insurance and any
amount or amounts collected by Secured Party pursuant to the provisions of this
Section may be applied by Secured Party, in its sole discretion, to any
Obligations or to repair, reconstruct or replace the loss of or damage to
Collateral as Secured Party in its discretion may from time to time determine.
The Companies further covenants that all insurance premiums owing under its
current policies have been paid. The Companies shall notify Secured Party,
immediately, upon the Companies' receipt of a notice of termination,
cancellation, or non-renewal from its insurance company of any such policy.

      7.    Representations and Warranties of the Companies.

            The Companies hereby jointly and severally represent and warrant
that this Security Agreement is a valid and binding obligation of the Companies
and is enforceable in accordance with its terms. The execution and delivery
hereof has been duly authorized by the Board of Directors of each of the
Companies, and neither the execution nor performance of this Security Agreement
will conflict with any other agreement to which the Companies are a party or by
which they are bound.

      8.    Term.

            This Agreement commenced on the date first set forth above, and
shall only terminate upon the payment in full of all of the Obligations. Such
period is the "Term." Upon the termination of this Agreement, and the security
interest granted to the Secured Party hereunder, Secured Party shall deliver to
the Companies, at the Companies' expense, UCC-3 termination statements, and all
other documents or instruments, and take all further action necessary to release
the Lien, and all of Secured Party's rights in the Collateral.

      9.    Change of Place of Business.

            The Companies shall provide ten (10) days prior written notice to
the Secured Party in the event of any change of any of the Companies'
jurisdiction of organization, principal places of business, or places where the
Collateral and records concerning same are kept.

      10.   Default.

            The Companies shall be in default under this Security Agreement on
the happening and during the continuance of one or more of the events or
conditions defined as an Event of Default in the Notes (each an "Event of
Default").


                                       3
<PAGE>


      11.   Remedies.

            a. Subject to the provisions of the Notes and the Intercreditor
Agreements, upon the occurrence of an Event of Default, the Secured Party shall
give the Companies written notice of occurrence of such Event of Default and an
opportunity to cure such Event of Default within ten (10) days after such
written notice (to the extent such Event of Default is curable). If the
Companies fail to cure such Event of Default within such ten (10) day period,
the Secured Party shall have and may exercise all rights and remedies of a
secured party after default under the Uniform Commercial Code (the "Code"), at
law, in equity or otherwise, with respect to the Collateral, all such rights and
remedies being cumulative, not exclusive and enforceable alternatively,
successively or concurrently.

            b. Subject to the provisions of the Intercreditor Agreements, the
Secured Party shall apply the cash proceeds actually received from any sale or
other disposition of the Collateral (i) to the reasonable expenses of retaking,
holding, preparing for sale, selling, leasing and the like, to reasonable
attorneys' fees and all legal, travel and other expenses which may be incurred
by the Secured Party in attempting to collect the Obligations or enforce this
Security Agreement or in the prosecution or defense of any action or proceeding
related to the subject matter of this Security Agreement; and then (ii) to the
entire unpaid amount of the Obligations. The Companies shall remain liable and
will pay the Secured Party on demand any deficiency remaining on the Obligations
and the balance of any expenses unpaid, with any surplus to be paid to MEDIABAY,
subject to any duty of the Secured Party imposed by law to the holder of any
subordinate security interest in the Collateral known to the Secured Party.

      12.   Power of Attorney.

            Subject to the provisions of the Intercreditor Agreements, the
Secured Party or its representative is hereby irrevocably made, constituted and
appointed the true and lawful attorney for the Companies (without requiring it
to act as such) with full power of substitution to do the following during the
continuance of an uncured Event of Default and upon the acceleration of the
Obligations in accordance with the provisions of the Notes (a) endorse the name
of the Companies upon any and all checks, drafts, money orders and other
instruments for the payment of monies that are payable to the Companies and
constitute collections on Collateral; and (b) do such other and further acts and
deeds in the name of the Companies that Secured Party may reasonably deem
necessary or desirable to enforce its rights set forth in Section 11(b) hereof.

      13.   Notices.

            All notices and other communications hereunder shall be in writing
and shall be deemed given if delivered personally or by commercial messenger or
courier service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

           if to the Companies, to:           MediaBay, Inc.
                                              2 Ridgedale Avenue
                                              Cedar Knolls, NJ  07927
                                              Attn: Chief Financial Officer

            with a copy to:                   Blank Rome LLP
                                              405 Lexington Avenue
                                              New York, New York 10174
                                              Attention: Robert J. Mittman, Esq.
                                              Telephone No.: (212) 885-5555
                                              Telecopier No.: (212) 885-5001


                                       4
<PAGE>


            If to the Secured Party, to:      Huntingdon Corp.
                                              c/o The Herrick Company, Inc.
                                              2 Ridgedale Avenue
                                              Cedar Knolls, NJ  07927
                                              Attn:   Mr. Norton Herrick


      14.   Miscellaneous Provisions.

            a. Parties Bound. This Security Agreement shall be binding on and
inure to the benefit of the Parties and their respective successors, assigns,
subsidiaries and affiliates.

            b. Legal Construction. In case any one or more of the provisions
contained in this Security Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof and this Security
Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein. Notwithstanding anything to the
contrary herein, nothing contained in this Agreement shall be deemed to
restrict, limit, modify, impair, impede or otherwise affect in any manner any of
Secured Party's (including all of its successors and assigns) rights in, to or
under the Notes, it being expressly understood that Secured Party may enforce
all of his rights in, to and under the Notes without regard to the terms hereof.
This Agreement shall solely and exclusively relate to Secured Party's rights in
and to the Collateral, and shall not extend to any other contractual rights it
may have.

            c. Prior Agreements Superseded. Except for the Intercreditor
Agreements and the Notes, which agreements shall remain in full force and
effect, this Agreement constitutes the sole and only agreement of the Parties
hereto with respect to the subject matter hereof, and supersedes any prior
understandings or written or oral agreements between the parties, respecting the
subject matter hereof.

            d. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>


      IN WITNESS WHEREOF, the undersigned have executed this Security Agreement
as of the date first above written.


ABC INVESTMENT CORP                     RADIO SPIRITS, INC.

By: /s/ John F. Levy                    By: /s/ John F. Levy
   -------------------------------         -------------------------------
Name:  John F. Levy                     Name:  John F. Levy
Title: Executive Vice President         Title: Executive Vice President


VIDEO YESTERYEAR, INC.                  AUDIO BOOK CLUB, INC.

By: /s/ John F. Levy                    By: /s/ John F. Levy
   -------------------------------         -------------------------------
Name:  John F. Levy                     Name:  John F. Levy
Title: Executive Vice President         Title: Executive Vice President


MEDIABAY, INC.                          HUNTINGDON CORPORATION

By: /s/ John F. Levy                    By: /s/ Norton Herrick
   -------------------------------         -------------------------------
Name:  John F. Levy                     Name:  Norton Herrick
Title: Executive Vice President         Title: President



                                       6
<PAGE>



                                   SCHEDULE 1

                                   COLLATERAL

      The "Collateral" shall include, without limitation, all right, title and
interest in and to all of the following assets and properties:

      a. Contract Rights, Etc. All of the Companies' now owned and hereafter
acquired, created, or arising contract rights, Chattel Paper, Documents
(including documents of title), Instruments, letters of credit and Goods.

      b. General Intangibles. All of the Companies' now owned and hereafter
acquired, created or arising General Intangibles of every kind and description,
including, but not limited, to all existing and future indemnification rights,
rights to commissions, customer lists, choses in action, claims, books, records,
patents and patent applications, copyrights, trademarks, tradenames,
tradestyles, trademark applications, source codes, blueprints, drawings, designs
and plans, trade secrets, contracts, contract rights, license agreements
(including, without limitation, rights to payment under any license agreement),
formulae, tax and any other types of refunds, returned and unearned insurance
premiums, rights and claims under insurance policies including, without
limitation, credit insurance and key man life insurance policies, and computer
information, software, records and data.

      c. Equipment. All of the Companies' now owned and hereafter acquired
Equipment, including, without limitation, machinery, vehicles, furniture and
Fixtures, wherever located, and all replacements, parts, accessories,
substitutions and additions thereto.

      d. Property in Lender's Possession. All real and personal property of the
Companies, now or hereafter in Secured Party's possession.

      e. Investment Property. All of the Companies' now owned or hereafter
acquired Investment Property whether registered or unregistered.

      f. Accounts. All of the Companies' now owned, or hereafter acquired,
created, or arising Accounts.

      g. Inventory. All of the Companies' now owned, or hereafter acquired,
Inventory.

      h. The terms used herein to identify all property described in
subparagraphs (a) though (h) shall have the same meaning as are assigned to such
terms as of the date hereof in the Uniform Commercial Code.


<PAGE>


                                   SCHEDULE 2

                          JURISDICTIONS OF ORGANIZATION

1.    MediaBay

         MediaBay, Inc., a Florida corporation
         2 Ridgedale Avenue
         Cedar Knolls, NJ  07927

2.    Subsidiaries


<TABLE>
<CAPTION>
--------------------------------------- ----------------------------------------- -----------------------------------
              Subsidiary                      Address of Principal Office           Jurisdiction of Incorporation
--------------------------------------- ----------------------------------------- -----------------------------------
<S>                                     <C>                                       <C>
Audio Book Club, Inc.                   2 Ridgedale Avenue                        Delaware
                                        Cedar Knolls, NJ  07927
--------------------------------------- ----------------------------------------- -----------------------------------
Radio Spirits, Inc.                     2 Ridgedale Avenue                        Delaware
                                        Cedar Knolls, NJ  07927
--------------------------------------- ----------------------------------------- -----------------------------------
Video Yesteryear, Inc.                  2 Ridgedale Avenue                        Delaware
                                        Cedar Knolls, NJ  07927
--------------------------------------- ----------------------------------------- -----------------------------------
ABC Investment Corp.                    2 Ridgedale Avenue                        Delaware
                                        Cedar Knolls, NJ  07927
--------------------------------------- ----------------------------------------- -----------------------------------
</TABLE>


</TEXT>
</DOCUMENT>
