Exhibit
      10.3

    


    SEPARATION
      AGREEMENT AND GENERAL RELEASE

    


    


    This
      SEPARATION
      AGREEMENT AND GENERAL RELEASE
      (“Agreement”) is made as of this 30th
      day of
      December 2005 by and between MEDIALINK WORLDWIDE INCORPORATED, a Delaware
      corporation, having an address at 708 Third Avenue, New York, New York
      (“Medialink”), and J. GRAEME McWHIRTER, with an address of 22 Eglantine Avenue,
      Pennington, New Jersey (“McWhirter”).

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants hereinafter set forth, the
      parties agree as follows:

    


    1.  McWhirter’s
      Employment with Medialink will terminate effective at the close of business
      on
      December 31, 2005 (the “Effective Date”). McWhirter shall resign as an officer
      and director of Medialink and its subsidiaries as of the Effective
      Date.

    


    2.  McWhirter
      acknowledges that he fully understands the terms and implications of this
      Agreement.

    


    3.  McWhirter
      has carefully considered other alternatives to executing this Agreement and
      has
      decided that he will execute this Agreement.

    


    4.  McWhirter
      understands that he will have up to twenty-one (21) days from the date hereof
      to
      review and execute this Agreement and that he shall have the right, within
      seven
      (7) days after his execution of this Agreement, to revoke same unless such
      right
      is waived by McWhirter.

    


    5.  McWhirter
      further recognizes that he executes this Agreement voluntarily and acknowledges
      that he has discussed this Agreement and the terms hereof with Charles Crow,
      Esq., his legal advisor. McWhirter further acknowledges that he has a full
      and
      thorough knowledge of the legal significance of this Agreement.

    


    6.  In
      consideration for McWhirter signing and adhering to the terms and conditions
      of
      this Agreement and in consideration for certain consulting services and other
      obligations as specified below, McWhirter will, commencing on Medialink’s next
      regularly scheduled payroll date after the expiration of the seven (7) day
      revocation period pursuant to Section 4 hereof, receive the
      following:

    


    (a)  One
      Hundred Seventy-Nine Thousand Six Hundred Eight and 56/100 ($179,608.56) Dollars
      (the “Consulting Payment”). Such Consulting Payment will be payable in twelve
      semi-monthly installments of Fourteen Thousand Nine Hundred Sixty-Seven and
      38/100 ($14,967.38) Dollars, in accordance with Medialink’s normal payroll
      schedule, through the period ending June 30, 2006 (the period from the Effective
      Date through June 30, 2006 hereinafter referred to as the “Consulting Period”)
      in consideration for the provision of certain consulting services as
      follows;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	i.  	
              Within
                ten (10) days of the date hereof, McWhirter shall deliver a written
                report
                to Medialink reasonably detailing his activities on behalf of Medialink
                and shall be available to provide additional information and advice
                on the
                matters for which he has had responsibility during the term of his
                employment with Medialink;

            


    

    
      	ii.  	
              From
                the Effective Date to and including June 30, 2006, McWhirter shall
                continue to provide information and advice to Medialink regarding
                (a) all matters in which he had responsibility prior to the Effective
                Date; and (b) the search for a successor to McWhirter as CEO of
                Teletrax, including interviews, general advice, etc. and transition
                with
                such new CEO; and 

            


    

    
      	iii.  	
              Such
                other services as Medialink shall reasonably request of McWhirter
                with
                regard to any transitional activities and any other activities in
                the
                furtherance of Medialink’s
                business.

            


    

    


    During
      the Consulting Period, Medialink shall pay all necessary and reasonable costs
      of
      consultant in providing such services, including but not limited to, the
      attorneys’ fees associated with negotiating this Agreement, any subsequent
      agreement and any future consulting agreement, provided that in no event shall
      such legal fees exceed $5,000 in the aggregate. Medialink further agrees to
      provide McWhirter with, and access to, the reasonably necessary resources
      required for McWhirter to provide the consulting services during the Consulting
      Period.

    


    (b)  One
      Million Four Hundred Eighty-Two Thousand Two Hundred Fifty-Nine and 92/100
      (1,482,259.92) Dollars (the “Severance Payment”). Such Severance Payment shall
      be payable over the four and one-half year period from July 1, 2006 through
      December 31, 2010 (the period from July 1, 2006 through December 31, 2010
      hereinafter referred to as the “Severance Period”) as follows:

    


    
      	i.  	
              One
                Hundred Seventy-Nine Thousand Six Hundred Eight and 56/100 ($179,608.56)
                Dollars payable in twelve semi-monthly installments of Fourteen Thousand
                Nine Hundred Sixty-Seven and 38/100 ($14,967.38) Dollars, in accordance
                with Medialink’s normal payroll schedule, during the period July 1, 2006
                through and including December 31,
                2006;

            


    

    
      	ii.  	
              Three
                Hundred Ninety Thousand Seven Hundred Ninety-Five and 41/100 ($390,795.41)
                Dollars payable in twenty-four semi-monthly installments of Sixteen
                Thousand Two Hundred Eighty-Three and 14/100 ($16,283.14) Dollars,
                in
                accordance with Medialink’s normal payroll schedule, during the period
                January 1, 2007 through and including December 31,
                2007;

            


    

    
      	iii.  	
              Three
                Hundred Forty-Seven Thousand Three Hundred Seventy-Three and 70/100
                ($347,373.70) Dollars payable in twenty-four semi-monthly installments
                of
                Fourteen Thousand Four Hundred Seventy-Three and 90/100 ($14,473.90)
                Dollars, in accordance with Medialink’s normal payroll schedule, during
                the period January 1, 2008 through and including December 31,
                2008;

            


    

    
      	iv.  	
              Three
                Hundred Three Thousand Nine Hundred Fifty-One and 98/100 ($303,951.98)
                Dollars payable in twenty-four semi-monthly installments of Twelve
                Thousand Six Hundred Sixty-Four and 67/100 ($12,664.67) Dollars,
                in
                accordance with Medialink’s normal payroll schedule, during the period
                January 1, 2009 through and including December 31, 2009;
                and

            


    

    
      	v.  	
              Two
                Hundred Sixty Thousand Five Hundred Thirty and 27/100 ($260,530.27)
                Dollars payable in twenty-four semi-monthly installments of Ten Thousand
                Eight Hundred Fifty-Five and 43/100 ($10,855.43) Dollars, in accordance
                with Medialink’s normal payroll schedule, during the period January 1,
                2010 through and including December 31,
                2010;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Immediate
      vesting of all Medialink stock options now held by McWhirter. All stock options
      held by McWhirter may be exercised only until the earlier of (i) their
      expiration date or (ii) December 31, 2006. All stock options not exercised
      by
      such date will thereafter no longer be exercisable; and

    


    (d)  In
      the
      event McWhirter elects to continue to participate in the hospitalization, group
      health benefit, group term life insurance and disability plans of Medialink,
      then McWhirter shall be entitled to continue in such plans on the same terms
      and
      conditions as immediately prior to the Effective Date, for the period ending
      on
      the earlier of (i) December 31, 2006 or (ii) the date that he becomes eligible
      for similar coverage through a new employer. McWhirter acknowledges that after
      the Effective Date his continuing participation in Medialink’s hospitalization
      and group health benefit plans shall be pursuant to COBRA. In the event that
      McWhirter continues to remain eligible for Medialink’s hospitalization and group
      health benefit plans under COBRA beyond December 31, 2006, then McWhirter’s
      continuing participation beyond such date shall be at McWhirter’s sole cost and
      expense. 

    


    All
      payments referenced herein are gross amounts and shall be paid on a net amount
      after all applicable deductions and shall be paid only on the condition that
      McWhirter executes this Agreement, does not revoke same, and adheres to its
      terms. All payments referenced herein shall be payable regardless of Employee’s
      death or disability. 

    


    7.  McWhirter
      acknowledges that he was paid his accrued and unpaid salary and any bonuses
      to
      which he was entitled through the Effective Date and is not entitled to any
      further payments for same. 

    


    8.  As
      a
      condition to McWhirter’s receiving the payments referenced above and as a
      further material inducement for Medialink to enter into this
      Agreement:

    


    (a)  McWhirter
      agrees that upon the delivery of this Agreement from Medialink to McWhirter,
      McWhirter shall deliver all Medialink Property, as hereinafter defined, in
      his
      custody or possession to Medialink or its representatives, and McWhirter
      represents and warrants that no such Medialink Property or copies thereof have
      been retained by him, any of his representatives or any person, firm or
      corporation owned or controlled by him or delivered to any third party. The
      term
“Medialink Property” as used herein means any and all confidential or
      proprietary materials belonging to Medialink which are in McWhirter’s
      possession, including but not limited to books, records, files, documents,
      accounting or financial records, statements, reports, equipment, computer
      hardware, computer software, programs, contact lists, information/customer
      data
      and files (hardcopies and electronic), any proprietary information or data
      of
      Medialink in any format and any and all copies thereof, hard drive disks, keys
      to McWhirter’s offices and files, computer passwords provided by Medialink to
      McWhirter, passwords established by McWhirter on Medialink hardware and
      passwords established by McWhirter on any file containing Medialink information.
      Notwithstanding the foregoing, McWhirter shall be permitted to retain the cell
      phone/PDA (make: Palm, model: Treo 650) and laptop computer (make: IBM, model:
      T43, serial #: L3-AD598) that were used by McWhirter immediately prior to the
      Effective Date; provided however, that such equipment shall be subject to review
      by Medialink’s IT personnel to ensure that all Medialink Property has been
      permanently removed.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  McWhirter
      acknowledges that the principal business of Medialink is providing video and
      audio production and satellite and other distribution services to television
      and
      radio stations and Internet sites for corporations and other organizations
      seeking to communicate their news to the public; corporation communications
      consultation and production primarily employing audio and video capabilities;
      distribution of public relations text, audio and video to news media and the
      general public via satellite, streaming media, cassette, wire or other means;
      distribution of press releases by the Internet, mail and facsimile; the
      maintenance of databases of media contacts for and on behalf of clients;
      providing closed-captioned text and associated streaming video clips; electronic
      tracking of watermark embedded materials that are distributed or broadcast
      for
      the purpose of reporting such broadcast or distribution; and such other
      businesses as Medialink may conduct from time to time (the “Business”).
      McWhirter acknowledges that he has acquired confidential information concerning
      Medialink and the Business and that, among other things, his knowledge of the
      Business was enhanced through his employment by Medialink. McWhirter
      acknowledges that such information is of great value to Medialink, is the sole
      property of Medialink, and was acquired by him in confidence. 

    


    (c)  McWhirter
      agrees that he will not, at any time, now or hereafter, use, reveal, divulge
      or
      make known to any person, any information which is treated as confidential
      by
      Medialink and not otherwise in the public domain, except as required by
      law.

    


    (d)  McWhirter
      acknowledges that it is reasonably necessary for the protection of Medialink
      that McWhirter agrees, and, accordingly, McWhirter does hereby agree, that
      he
      will not, directly or indirectly, in the entire world, at any time during the
      three-year period from the Effective Date (the “Restricted
      Period”):

    


    i.  engage
      in
      the Business for his account or render any services that constitute engaging
      in
      the Business, in any capacity to any entity; or become interested in any entity
      engaged in the Business either on his own behalf or as an officer, director,
      stockholder, partner, principal, consultant, associate, employee, owner, agent,
      creditor, independent contractor, or co-venturer of any third party or in any
      other relationship or capacity; or

    


    ii.  solicit,
      directly or indirectly, employ or engage, or cause to authorize, directly or
      indirectly, to be employed or engaged, for or on behalf of himself or any third
      party, any employee, representative or agent of Medialink; provided, however,
      that the mere employment or engagement of an employee, representative or agent
      of Medialink by an entity associated with McWhirter shall not be deemed a breach
      of this provision; provided, that (i) McWhirter has not, directly or indirectly,
      solicited, or acted upon a contact from, or directed others to act upon a
      contact from, such employee, representative or agent; and (ii) McWhirter had
      no
      involvement in the hiring or engagement of such employee, representative or
      agent; and (iii) the entity associated with McWhirter has more than 100
      employees at the same location as McWhirter; and (iv) such employee,
      representative or agent does not report, directly or indirectly, to McWhirter;
      or

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    iii.  solicit
      for services that are competitive with the Business, directly or indirectly,
      on
      behalf of himself or any third party, any client or vendor of Medialink and
      its
      affiliates; or

    


    iv.  have
      an
      interest as an owner, lender, independent contractor, co-venturer, partner,
      participant, associate or in any other capacity, render services to or
      participate in the affairs of, any business which is competitive with, or
      substantially similar to, the Business of Medialink and its affiliates as
      presently conducted and as may be conducted by Medialink during the Restricted
      Period.

    


    9.  The
      restrictions in Section 8(d) shall not be construed to prevent McWhirter
      from (i) owning, directly or indirectly, in the aggregate, an amount not
      exceeding two (2%) percent of the issued and outstanding voting securities
      of
      any class of any corporation whose voting capital stock is traded on a national
      securities exchange or in the over-the-counter market; or (ii) rendering
      services for news organizations, or public relations departments or public
      relations agencies; or (iii) acting as a news reporter or manager for an entity
      whose primary function is journalism; or (iv) acting as a member of the internal
      public relations staff of any corporation or entity who performs services for
      only that corporation or its affiliates, including parent corporations,
      subsidiaries, and joint ventures; or (v) acting as an account executive or
      manager at a public relations agency directly serving that agency’s clients.
      Notwithstanding the prior sentence, however, McWhirter may not, render services,
      directly or indirectly, (i) for any organization, department, or affiliate
      of such news organizations, corporate public relations departments, or public
      relations agencies, whose primary purpose is to provide the production and
      distribution of video or audio news releases that are competitive with, or
      substantially similar to, the Business; or (ii) for any organization,
      department, or affiliate of such news organizations, corporate public relations
      departments, or public relations agencies, whose primary purpose is to provide
      closed-captioned text and associated streaming video clips services that are
      competitive with or substantially similar to the Business; or (iii) for any
      organization, department, or affiliate of such news organizations, corporate
      public relations departments, or public relations agencies, whose primary
      purpose is to provide watermarking and/or detection services that are
      competitive with, or substantially similar to, the Business.

    


    10.  If
      McWhirter breaches, or threatens to commit a breach of, any of the provisions
      of
      Section 8 (the “Restrictive Covenants”), Medialink shall have the right and
      remedy to require McWhirter to account for and pay over to Medialink all
      compensation, profits, monies, accruals, increments or other benefits
      (collectively, “Benefits”) derived or received by him as the result of any
      transactions constituting a breach of the Restrictive Covenants, and McWhirter
      shall account for and pay over such Benefits to Medialink. In addition, if
      McWhirter breaches or threatens to commit a breach of any of the Restrictive
      Covenants, Medialink shall have the right to purchase from McWhirter his vested
      stock options for the book value of the shares of Common Stock underlying such
      vested options less the exercise price of such vested options; provided,
      however, that in no event shall money be due from McWhirter upon the purchase
      by
      Medialink of McWhirter’s vested stock options pursuant to this sentence.
      Medialink may, upon ten (10) days’ written notice to McWhirter, set off any
      amounts due it under this Section 10 against any amounts owed to McWhirter
      by Medialink. In addition, McWhirter agrees that any breach or threatened breach
      by him of Section 8 of this Agreement shall entitle Medialink, in addition
      to all other legal remedies available to it, to apply to any court of competent
      jurisdiction to enjoin such breach or threatened breach without posting a bond
      or showing special damages. In the event that any of the restrictions contained
      in this Agreement shall be deemed to be unenforceable by reason of the extent,
      duration or geographical scope thereof, or otherwise, then after such
      restrictions have been reduced so as to be enforceable, in its reduced form
      such
      provisions shall then be enforceable in the manner contemplated
      hereby.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.  McWhirter
      further agrees and understands that failure to adhere to the terms and
      conditions of this Agreement, including but not limited to the provisions of
      Section 8 of this Agreement, as well as any action commenced by him against
      the
      Medialink Parties (as defined in Section 12), other than to enforce the terms
      of
      this Agreement, shall upon ten (10) days’ written notice to McWhirter and
      McWhirter’s failure during such period to cure the breach to Medialink’s
      reasonable satisfaction, immediately void Medialink’s obligation to pay the
      amounts set forth above, and any and all monies and/or benefits provided for
      herein to McWhirter and shall require immediate repayment by McWhirter of the
      value of all consideration paid or provided to McWhirter by Medialink pursuant
      to this Agreement, and shall further require McWhirter to pay Medialink’s
      reasonable costs and attorneys’ fees in defending or prosecuting such
      action.

    


    12.  (a)McWhirter
      hereby stipulates, agrees, and understands that in consideration of the payments
      set forth in Section 6 above, that being good and valuable consideration,
      McWhirter hereby acting of his own free will, voluntarily and on behalf of
      himself, his heirs, administrators, executors, successors, and assigns
      (collectively, the “McWhirter Parties”), releases Medialink, its subsidiaries,
      affiliates, directors, officers, members, employees, attorneys, representatives,
      and agents and each of them and their predecessors, successors and assigns
      (collectively, the “Medialink Parties”) from any and all debts, obligations,
      claims, demands, judgments or causes of action of any kind whatsoever in tort,
      contract, by statute, or on any other basis for compensatory, punitive or any
      other damages, expenses, reimbursements or costs of any kind, including but
      not
      limited to any and all claims, demands, rights, and/or causes of action arising
      out of an alleged breach of any employment agreement whether written or oral,
      or
      relating to purported employment discrimination or violations such as Civil
      Rights violations, including, but not limited to, those arising under Title
      VII
      of the Civil Rights Act of 1964 (42 U.S.C. section 2000e, et seq.),
      the
      Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871 (42 U.S.C.
      sections 1981 and 1983), Executive Order 11246 as amended, the Age
      Discrimination in Employment Act of 1967 (29 U.S.C. section 621, et seq.),
      the
      Equal Pay Act of 1963 (29 U.S.C. section 26(d)(1), the Rehabilitation Act of
      1973 (29 U.S.C. section 701-794), the Americans with Disabilities Act (ADA),
      the
      New York Human Rights Law, Exec. Law, CH. 118, Art. 15, section 290,
et seq.
      or any
      other applicable federal, state or local employment discrimination statute
      or
      ordinance which McWhirter might have or assert against any of the Medialink
      Parties: (1) by reason of his relationship or dealings with Medialink or the
      Medialink Parties or the termination of said relationship and all circumstances
      related thereto; or (2) by reason of any other matter, cause or thing
      whatsoever, from the first date of employment to the date of execution of this
      Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Medialink
      hereby stipulates, agrees, and understands that in consideration of the
      obligations undertaken herein by McWhirter, that being good and valuable
      consideration, Medialink hereby acting of its own free will, voluntarily and
      on
      behalf of itself and the Medialink Parties, releases McWhirter and the McWhirter
      Parties, from any and all debts, obligations, claims, demands, judgments or
      causes of action of any kind whatsoever in tort, contract, by statute, or on
      any
      other basis for compensatory, punitive or any other damages, expenses,
      reimbursements or costs of any kind, including but not limited to any and all
      claims, demands, rights, and/or causes of action arising out of the relationship
      between McWhirter and the Medialink Parties, which the Medialink Parties might
      have or assert against any of the McWhirter Parties: (1) by reason of
      McWhirter’s relationship or dealings with the Medialink Parties or the
      termination of said relationship and all circumstances related thereto; or
      (2)
      by reason of any other matter, cause or thing whatsoever, from the first date
      of
      employment to the date of execution of this Agreement.

    


    13.  McWhirter
      represents and agrees that he has not filed any lawsuits or demands for
      arbitration against Medialink, or filed or caused to be filed any charges or
      complaints against Medialink with any municipal, state or federal agency charged
      with the enforcement of any law. Pursuant to and as part of McWhirter’s release
      of Medialink as set forth above, McWhirter agrees to the fullest extent
      permitted by law, not to sue, or file a charge, complaint, grievance or demand
      for arbitration against Medialink in any forum or assist or otherwise
      participate willingly or voluntarily in any claim, arbitration, suit, action,
      investigation or other proceeding of any kind which relates to any matter that
      involves Medialink, and that occurred up to and including the date of his
      execution of this Agreement, unless required to do so by law. To the extent
      any
      such action may be brought by a third party, McWhirter expressly waives any
      claim to any form of monetary or other damages, or any other form of recovery
      or
      relief in connection with any such action.

    


    14.  Medialink
      acknowledges that McWhirter may make an application for unemployment benefits
      and Medialink agrees not to contest or object to same, provided that such
      application is truthful and accurate.

    


    15.  The
      parties agree that a press release will be prepared and filed announcing
      McWhirter’s resignation as an officer and director of Medialink. Such press
      release shall be subject to the prior review and approval of McWhirter, which
      approval shall not be unreasonably withheld. Medialink agrees that, other than
      the disclosure in such press release and any similar disclosure required to
      be
      made by Medialink and any other disclosures required by law, rule or regulation,
      it will make no disclosures concerning McWhirter’s employment or other
      information regarding McWhirter, except to state that pursuant to Medialink
      policy it can only confirm employment, job title, dates of service, rate of
      pay
      or to disclose other information as required by law.

    


    16.  Medialink
      and McWhirter agree that confidentiality is a material condition of this
      Agreement. McWhirter agrees not to disclose or make reference to the terms
      of
      this Agreement without prior written consent of Medialink, except as required
      by
      law, or to his attorney or his immediate family. McWhirter further understands
      and agrees that he shall not hereafter contact or communicate with employees
      of
      Medialink, other than Kenneth Torosian, with regard to the subject matter of
      this Agreement, other than solely for the provision of consulting services
      during the Consulting Period. Nothing herein shall preclude McWhirter from
      discussing in general terms his duties and responsibilities while at Medialink.
      McWhirter acknowledges that Medialink will file all appropriate securities
      filings with regard to the termination of McWhirter’s employment relationship
      with Medialink.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17.  McWhirter
      further agrees that in any and all conversations and writings regarding the
      Medialink Parties, McWhirter shall make no negative statements concerning any
      aspect of the business of Medialink or concerning any of the Medialink Parties.
      Medialink stipulates and agrees that in any and all future conversations,
      writings and inquiries, and in all recommendations in reference to McWhirter,
      Medialink shall make no negative or derogatory statements regarding
      McWhirter.

    


    18.  McWhirter
      further understands and agrees that he shall not assist or participate in any
      action brought against the Medialink Parties, but that he shall cooperate with
      the Medialink Parties in the defense of any such actions against the Medialink
      Parties of which he has knowledge by virtue of his employment with the Medialink
      Parties, subject to the requirements of his subsequent employment and fair
      compensation for his time and reimbursement of his reasonable expenses incurred
      in complying with this section, except that this section shall not be construed
      to prohibit him from complying with validly issued subpoenas.

    


    19.  McWhirter
      acknowledges that, other than as expressly set forth herein, he has no
      entitlement to severance pay or any benefit resulting from the termination
      of
      his relationship with Medialink. McWhirter further understands that his
      receiving the consideration set forth in this Agreement is conditional upon
      his
      signing and not revoking this Agreement and complying with the terms and
      provisions hereof.

    


    20.  This
      Agreement does not constitute an admission of misconduct or liability by any
      of
      the parties. This Agreement may be introduced in any proceeding to enforce
      its
      provisions.

    


    21.  If
      any
      provision, or portion thereof, of this Agreement is determined to be invalid
      under applicable statute or rule of law, only such provision, and only to the
      extent determined to be invalid, shall be deemed omitted from this Agreement,
      the remainder of which shall remain in full force and effect.

    


    22.  McWhirter
      agrees that this Agreement fully supersedes all of the provisions of that
      certain Amended and Restated Employment Agreement dated as of August 28, 2001
      by
      and between Medialink and McWhirter and that such Amended and Restated
      Employment Agreement shall hereby be terminated and of no further force and
      effect.  McWhirter further agrees that this Agreement constitutes the
      complete Agreement between the parties and that no other representations have
      been made by Medialink. McWhirter agrees that this document resolves all
      outstanding issues arising from his relationship with Medialink and that he
      will
      not receive anything further from Medialink other than as expressly set forth
      herein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    23.  This
      Agreement shall be construed under the laws of the State of New York and shall
      in all respects be interpreted, enforced, and governed under the law of said
      state applicable to contracts made and to be performed therein without giving
      effect to the principles of conflict of laws thereof. Except in respect of
      any
      legal suit, action, or proceeding against them arising out of or relating to
      this Agreement shall be brought exclusively in the United States District Court
      or New York Supreme Court, in the State of New York. The parties hereto hereby
      accept the jurisdictions of such courts for the purpose of any such action
      or
      proceeding and agree that venue for any action or proceeding brought in the
      State of New York shall lie in the United States District Court, Southern
      District of New York or Supreme Court of the State of New York, County of New
      York, as the case may be. Each of the parties hereto hereby irrevocably consents
      to the service of process in any action or proceeding in such courts by the
      mailing thereof by United States registered or certified mail postage prepaid
      at
      its address set forth herein.

    


    24.  This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

     

    
      	 	 	 MEDIALINK
              WORLDWIDE INCORPORATED 
	 	 	 
	 	 	
               By:

            	 
	
              
J.
              GRAEME McWHIRTER	 	 	
              
Name: Kenneth
              Torosian
	
               

               

              Date: January __, 2006 

            	 	 	
              Title: Chief
                Financial Officer


              Date:
                January __, 2006

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	STATE
              OF  ______________________	 )	 
	  	 ) ss.:	 
	COUNTY OF
              _____________________	 )	 


    

     

    On
      the
      ________ day of ________________________, before me, the undersigned, personally
      appeared KENNETH TOROSIAN, personally known to me or proved to me on the basis
      of satisfactory evidence to be the individual whose name is subscribed to the
      within instrument and acknowledged to me that he is the Chief Financial Officer
      of Medialink Worldwide Incorporated (“Medialink”), and that by his signature on
      the instrument, the individual executed the instrument on behalf of
      Medialink.

    


    


    
      	 	 ______________________________	 Notary
              Public


    

     

     

     

    
       

      
        	STATE
                OF  ______________________	 )	 
	  	 ) ss.:	 
	COUNTY OF
                _____________________	 )	 


      

       

    

    On
      the
      ________ day of ____________, _______, before me, the undersigned, J. GRAEME
      McWHIRTER, personally appeared, personally known to me or proved to me on the
      basis of satisfactory evidence to be the individual whose name is subscribed
      to
      the within instrument and acknowledged to me that he executed the same in his
      capacity, and that by his signature on the instrument, the individual executed
      the instrument.

    


    
      


      
        	 	 ______________________________	 Notary
                Public