MEDIA BAY (MBAY)

[Hilander]

MediaBay Receives Nasdaq Staff Determination Letter:

May 19, 2006
MediaBay Receives Nasdaq Staff Determination Letter
CEDAR KNOLLS, N.J., May 19 /PRNewswire-FirstCall/ -- On May 16, 2006, MediaBay, Inc. (Nasdaq: MBAY), (the "Company") received a Nasdaq Staff Determination Letter indicating that the Company's common stock has closed below the minimum $1.00 per share requirement for continued inclusion in accordance with Marketplace Rule 4450(a)(5). Therefore, in accordance with Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days or until November 13, 2006 to regain compliance. To regain compliance with the bid price requirement, the bid price of the Company's common stock must close at or above $1.00 per share for a minimum of ten consecutive trading days prior to November 13, 2006. If the Company is not in compliance at November 13, 2006, Nasdaq will provide written notification to the Company that the Company's securities will be delisted. At that time, the Company may appeal the Nasdaq's determination to delist the securities to a Nasdaq Listing Qualifications Panel.

About MediaBay Inc.

MediaBay Inc. (Nasdaq: MBAY) is a leading digital media and publishing company specializing in spoken word and premium audio entertainment. The company maintains a library consisting of over 75,000 hours of content, including audio books from best-selling authors and the history of American Radio. Some of MediaBay's digital content partners include BBC, Blackstone, CBS Radio, Harper Collins, Hay House, Oasis, Penguin Audio, Random House, Simon & Schuster, Sound Room, and Zondervan. In addition to its popular Audio Book Club, MediaBay distributes its content through proprietary web sites including audiobookclub.com, radiospirits.com and Soundsgood.com as well as through partner channels including MusicNet, Real, MSN Music, Sirius Satellite Radio and XM Satellite Radio. For more information on MediaBay, please visit http://www.soundsgood.com, http://www.mediabay.com, http://www.audiobookclub.com, http://www.radiospirits.com and http://www.radioclassics.com.

Certain statements in this press release constitute "forward-looking" statements that involve a number of known and unknown risks, uncertainties and other factors which may cause MediaBay's actual results, performance or achievements to be materially different from any results, performances or achievements express or implied by such forward-looking statements. All statements other than statements of historical facts included in this press release including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of our management for future operations are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," or "continue" or the negative thereof or variations thereon or similar terminology. Important factors that could cause actual results to differ materially from our expectations, include, without limitation, our history of losses; our ability to execute on any strategic initiatives; the success of our new digital media distribution strategy, our ability to anticipate and respond to changing customer preferences, license and produce desirable content, protect our databases and other intellectual property from unauthorized access, collect receivables; dependence on third-party providers, suppliers and distribution channels; competition; the costs and success of our marketing strategies; product returns; member attrition and other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2004. Undue reference should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update any forward-looking statements.

SOURCE MediaBay, Inc.
-0- 05/19/2006
/CONTACT: Tim Clemensen of Rubenstein Investor Relations,
[phone], or [e-mail], for MediaBay, Inc./
/Web site: http://www.mediabay.com
http://www.soundsgood.com
http://www.audiobookclub.com
http://www.radiospirits.com
http://www.radioclassics.com /
(MBAY)

CO: MediaBay, Inc.; Nasdaq
ST: New Jersey
IN: PUB CPR ENT
SU:

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2726 05/19/2006 16:15 EDT http://www.prnewswire.com