EXHIBIT 10.11
March ___, 2005
MediaBay, Inc.
0 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Chairman
Re: Resignation upon Request
Dear Xxxxxx:
This letter confirms my agreement to resign my position as a member of the
Board of Directors of MediaBay, Inc., a Florida corporation (the "Company"),
immediately upon your request, or the request of any successor Chairman of the
Board. In consideration of this agreement, and as a condition to my resignation
upon such request, the Company shall take such actions and execute such
documents necessary to cause all of my unvested options outstanding on the date
of such resignation to become immediately vested.
Very Truly Yours
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Agreed to and Acknowledged:
MediaBay, Inc.
By:_________________________
Name:_______________________
Title:________________________