VP, Sales

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EXHIBIT 10.28

June 19, 2001

Michael Cottle
VP, Sales
HearMe

Dear Michael,

You are among a select group of executives who we believe are crucial to HearMe's transition over the next six months based on your relationships with customers, vendors and employees. The Compensation Committee of the Board of Directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of HearMe's executive team, including yourself, to their assigned duties without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control of the Company and/or the Company's dissolution.

If you remain employed with the Company and devote your full attention and time, during normal business hours, to the business and affairs of the Company, and use your best efforts to perform faithfully and efficiently such responsibilities for the next several months, the Company will do the following. ? You will be eligible to receive a retention bonus in the amount of $50,000 (less applicable taxes). To earn this retention bonus you must remain an employee in good standing through November 30, 2001. The retention bonus will be paid on November 30, 2001, or earlier in the event HearMe is either acquired by another company (in which case payment will be on the close of the transaction) or, if HearMe terminates your employment without "cause," on the last day of your employment.

? You will be eligible to have up to $110,000 of the note you issued to HearMe in connection with your purchase of shares of HearMe common stock forgiven, and your shares repurchased by HearMe. We refer to this as the Stock Repurchase. To earn this benefit you must remain an employee in good standing through November 30, 2001. The Stock Repurchase will be effective on November 30th, or earlier either in the event HearMe is acquired by another company (in which case it will occur on the close of the transaction) or, if HearMe terminates your employment without "cause," on the last day of your employment.

? You have been granted an option to purchase 100,000 shares of HearMe common stock with an exercise price of $0.40 per share. This option was granted to you on April 23 2001. All of these options (100%) will vest on the earlier date of the closing date of the sale of the Company or February 28, 2002.

? You will be eligible for an extension of your exercise period for all vested options from the 90 days provided in your option agreement to one year following your termination of your employment if you remain an employee of HearMe in good standing through November 30, 2001.

The retention bonus, stock repurchase, options, and the extension of your exercise period are based on the premise that you stay with HearMe and perform at or above the expectation level in your position.

This letter does not change the at-will nature of your employment relationship with HearMe. The specifics of the terms and conditions under which the benefits described above are being offered to you are described in more detail in the attached Exhibit A: HearMe, Change of Control/Retention Agreement. Please read and sign this Agreement.

Thank you for your continued support and hard work.

Sincerely,

Rob Csongor
Chief Executive Officer

Acknowledge receipt by signing below and returning original to John Alexander. Signature: Date:
Name:

Michael Cottle


2


EXHIBIT A
HEARME


CHANGE OF CONTROL / RETENTION AGREEMENT


This Change of Control / Retention Agreement (the "Agreement") is made and entered into by and between Mike Cottle (the "Employee") and HearMe (the "Company"), effective as of the latest date set forth by the signatures of the parties hereto below (the "Effective Date").


RECITALS


A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. Additionally, a number of activities will be required of the Employee that are outside the normal scope of his or her responsibility in the event that the Company elects to dissolve. The Board of Directors of the Company (the "Board") recognizes that such considerations can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders and creditors to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company and notwithstanding any increased duties required of him or her in the future.

B. The Board believes that it is in the best interests of the Company, its stockholders and its creditors to provide the Employee with an incentive to continue his/her employment and to motivate the Employee to maximize the value of the Company, for the benefit of its stockholders and/or creditors, despite the possibility of a Change of Control and/or dissolution.

C. The Board believes that it is necessary and appropriate to provide the Employee with certain benefits in order to provide the Employee with incentives and encouragement to remain with the Company notwithstanding the possibility of a Change of Control and/or dissolution.

D. Certain capitalized terms used in the Agreement are defined in Section 8 below.

The parties hereto agree as follows:

1. Term of Agreement. This Agreement shall terminate on the date that all obligations of the parties hereto with respect to this Agreement have been satisfied.

2. At-Will Employment. The Company and the Employee acknowledge that the Employee's employment is and shall continue to be at-will, as defined under applicable law. If the Employee's employment terminates for any reason, whether with or without Cause and with or without notice, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be available in accordance with the Company's established employee plans or pursuant to other written agreements with the Company.

3. Retention Bonus. In order to incent the Employee to remain employed with the Company for the next several months and provide added stockholder and creditor value during this difficult and uncertain business climate, Employee will be eligible to receive a cash bonus of $50,000, less applicable tax withholdings. To earn this retention bonus you, the Employee must remain an employee in good standing through November 30, 2001. This means that the Company shall not have terminated the Employee's employ ...