DATED 31 DECEMBER 2004
                             ----------------------


                  --------------------------------------------

                                    AGREEMENT

                            for the sale and purchase
                    of certain assets of Medialink UK Limited
                      forming part of the Delahaye Business

                  --------------------------------------------


<PAGE>

DATED    31 December 2004
PARTIES

(1)      Medialink UK Limited ("THE  SELLER")  registered in England with number
         03970925 whose  registered  office is at 7 Fitzroy  Square,  London W1T
         5HL]; and

(2)      Romeike  Limited  ("THE  BUYER"),  registered  in England  with  number
         02255420 whose  registered  office is at Romeike  House,  290/296 Green
         Lanes, London, N13 5TP;

RECITALS

(A)      Medialink  Worldwide  Incorporated,  the  ultimate  holding  company of
         Seller,  has pursuant to an Asset Purchase  Agreement between Medialink
         Worldwide   Incorporated  and  Bacon's   Information  Inc.,  a  company
         affiliated  to Buyer (the  "Framework  Agreement"),  agreed to sell the
         Delahaye   Business  as  operated  in  the  United  States  to  Bacon's
         Information Inc. and/or its nominee;

(B)      The  Business  is operated  by Seller in the United  Kingdom  under the
         Delahaye name, and as contemplated by the Framework  Agreement,  Seller
         has  agreed to sell all of its  assets,  rights  and  interests  in the
         Business as a going  concern to the Buyer upon the terms and subject to
         the conditions hereinafter appearing.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      Unless  otherwise set forth in this Agreement,  capitalised  terms used
         herein and not otherwise  defined herein are used herein as defined in,
         or as  described in specified  sections  of, the  Framework  Agreement,
         except that for purposes of such definitions and descriptions, the term
         "Seller" shall be "Seller" as defined in this  Agreement,  and the term
         "US  Delahaye  Business"  shall be the  "Business"  as  defined in this
         Agreement.  References  to  Schedules  in  Article  I of the  Framework
         Agreement  shall  be  replaced  by  references  to  Schedule  1 of this
         Agreement.

         "ASSUMED  CONTRACTS"  means the Purchase and Sale Orders and the Rights
         under  Confidentiality  Agreements  and  Warranties  (as  described  in
         Sections 1.1(f) and 1.1(g),  respectively,  of the Framework Agreement)
         and the Assigned Contracts.

         "BUSINESS"  means the means the media  evaluation and content  analysis
         and market research services  conducted by Seller in the United Kingdom
         under the Delahaye tradename;

         "BUSINESS  DAY" means a day (not  being a Saturday  or Sunday) on which
         banks generally are open for business in London;

         "BUSINESS NAME" means Delahaye;

         "CLOSING" means  completion of the obligations of the parties  pursuant
         to clause 5;

         "CLOSING DATE" means the date hereof;

         "CONSIDERATION"  means the  consideration  for the sale of the Acquired
         Assets set forth in clause 3;

         "THE DIRECTIVE" means Directive 2001/23/EC;

         "EFFECTIVE TIME" means 11:59 PM (London,  England, time) on the Closing
         Date.

<PAGE>

         "EMPLOYEES" means those officers and employees of the Seller who are at
         Closing  employed  in the  Business  and  whose  names  are  set out in
         Schedule 2;

         "FIXED  ASSETS" means all  machinery  and equipment and other  tangible
         personal property and fixtures owned and exclusively used by the Seller
         in the conduct of the  Business,  including but not limited to computer
         hardware  and other  media  monitoring  and  office  equipment,  office
         furniture  and other  furnishings  all as located at the Property  (but
         excluding landlords fixtures and fittings) as set out in Schedule 1;

         "GOODWILL"  means the goodwill  custom and  connections of the Business
         together with the  exclusive  right for the Buyer to represent and hold
         itself out as carrying  on the  Business  in  succession  to the Seller
         together  with (insofar as the Seller can grant the same) the exclusive
         right for the Buyer (together with its Affiliates as contemplated under
         the Framework  Agreement) To use the Business Name and any name similar
         thereto,  capable  of  being  or  intended  or  likely  to be  confused
         therewith or suggesting any connection with the Business;

         "INVENTORY" means all inventories of supplies  exclusively  relating to
         the Business (collectively "Inventory" or "Inventories"), including but
         not limited to all Inventories located at the Property.

         "PROPERTY"  means 1st  Floor  Offices,  Citybank  House,  16/22  Baltic
         Street, London EC1.

         "THE  REGULATIONS"  means the Transfer of  Undertakings  (Protection of
         Employment) Regulations 1981 (as amended);

         "SELLER'S GROUP" means Seller and any Affiliates of Seller;

         "TAX AUTHORITY" means any taxing or other authority  (whether within or
         outside the United  Kingdom)  competent to impose any liability for any
         tax, duties, imports, levies, rates or similar charges;

         "TENANCY" means the tenancy of the Property to be granted by the Seller
         to the Buyer at Closing;

         "VAT" means Value Added Tax;

         "VATA 1994" means the Value Added Tax Act 1994; and

         "VAT RECORDS" means the records relating to the Business required to be
         preserved  after Closing by virtue of the  provisions of paragraph 6 of
         Schedule 11 of VATA 1994.

1.2      The  ejusdem  generis  rule of  construction  shall  not  apply to this
         Agreement  and   accordingly   general  words  shall  not  be  given  a
         restrictive  meaning by reason of their  being  preceded or followed by
         words  indicating  a  particular  class or examples of acts  matters or
         things.

1.3      Words  importing  the singular  shall include the plural and vice versa
         and words  importing  any gender  shall  include all other  genders and
         references  to persons shall include  corporations  and  unincorporated
         associations.

1.4      References  in this  Agreement  to any  Agreed  Draft  document  or any
         document in Agreed Form are references to the document described in the
         form of the draft agreed between the parties and initialled by them.

1.5      References in this Agreement to statutory provisions shall be construed
         as references to those provisions as respectively  amended consolidated
         extended  or  re-enacted  from  time  to time  and  shall  include  the

<PAGE>

         corresponding  provisions of any earlier legislation  (whether repealed
         or not) and any orders  regulations  instruments  or other  subordinate
         legislation made from time to time under the statute concerned.

1.6      References to this Agreement  shall include the Schedules  hereto which
         shall  form part  hereof and shall have the same force and effect as if
         expressly set out in the body of this Agreement.

1.7      The clause  headings in this  Agreement  are for  convenience  only and
         shall not affect the interpretation hereof.

1.8      References  in this  Agreement  to any gender  shall where  appropriate
         include  references to any other gender and  references to the singular
         shall include references to the plural and vice versa.

2.       SALE AND PURCHASE

2.1      The Seller  shall sell with full title  guarantee  and the Buyer  shall
         purchase the Business for the  Consideration as at and with effect from
         the  Closing  Date and at the  Effective  Time  free  from  all  liens,
         charges,  equities and  encumbrances  (whether known about or not) as a
         going  concern  together with all assets,  rights and  interests  used,
         owned,  leased  or  otherwise  held by or for  the  benefit  of  Seller
         exclusively  in the operation of or otherwise  exclusively  relating to
         the Business, including:

         (A)      the Inventory;

         (B)      the Fixed Assets;

         (C)      the Assigned Accounts Receivable;

         (D)      the Intellectual Property Rights;

         (E)      the Prepaid  Expenses and  Deposits  (as  described in Section
                  1.1(e) of the Framework Agreement);

         (F)      the Permits;

         (G)      the  Customer  List (as  described  in  Section  1.1(i) of the
                  Framework Agreement);

         (H)      the  Catalogs  and  Advertising  Materials  (as  described  in
                  Section 1.1(k) of the Framework Agreement);

         (I)      the Business  Records (as  described in Section  1.1(l) of the
                  Framework Agreement);

         (J)      the Goodwill;

         (K)      to the extent to which such  contracts are capable of transfer
                  and/or  assignment  but  subject  to the terms of clause 7 the
                  benefit (subject to the burden) of the Assumed Contracts;

         (L)      all  other  rights  and  assets  of  whatsoever  nature  which
                  exclusively  relate to or are owned  used in or enjoyed by the
                  Seller exclusively in relation to the Business;

         PROVIDED  ALWAYS THAT the Retained  Assets shall be excluded  from this
sale and purchase.

<PAGE>

2.2      Nothing  herein shall require the Buyer to complete the purchase of any
         of the Acquired  Assets  unless the sale and purchase of all of them is
         completed at the same time.

3.       CONSIDERATION

3.1      By way of  consideration  for the purchase of the  Acquired  Assets the
         Buyer shall:

         (A)      pay to the Seller in cash an amount equal to the  aggregate of
                  US$1,650,000;

         (B)      subject  to the  terms  of this  Agreement  and the  Framework
                  Agreement,  assume at the Closing and thereafter pay,  perform
                  and satisfy as and when due the Assumed Liabilities.

3.2      The consideration payable by the Buyer for the Acquired Assets shall be
         apportioned as set out in Schedule 3.2.

3.3      The  Consideration  shall be  subject  to  adjustment  pursuant  to the
         provisions of Section 3.1 of the Framework Agreement.

4.       VALUE ADDED TAX

4.1      All amounts payable by the Buyer to the Seller under this Agreement are
         expressed  exclusive of VAT. Subject to clause 4.2, if any such payment
         constitutes  the whole or any part of the  consideration  for a taxable
         supply (whether or not that supply is taxable  pursuant to the exercise
         of an option or the making of any election) by the Seller to the Buyer,
         the amount of that payment, at the request of the Seller shall, subject
         to the Seller issuing a valid VAT invoice for such amount, be increased
         by an amount  equal to the rate of VAT  chargeable  in  respect of such
         supply  multiplied  by the amount  that would have been  payable in the
         absence of such request of the Seller.

4.2      The Seller and the Buyer  consider that the sale of the Business by the
         Seller to the Buyer is one to which the  provisions  of  paragraph 5 of
         the Value Added Tax (Special  Provisions)  Order 1995  ("PARAGRAPH  5")
         applies  and agree that  clause 4.1 will not apply to any sale to which
         Paragraph  5  applies  or any  payments  to be made by the Buyer to the
         Seller in respect of such sale.

4.3      If the sale of the  Acquired  Assets  pursuant to this  Agreement  is a
         taxable  supply for VAT  purposes,  the Buyer  shall pay,  within  five
         Business Days of demand by the Seller  accompanied  by the relevant VAT
         invoice,  an  amount  equal to the VAT  chargeable  in  respect  of the
         Acquired Assets and shall return any VAT Records delivered to the Buyer
         by the Seller pursuant to clause 4.7.

4.4      The Seller hereby warrants and undertakes that:

         (A)      the Business is capable of separate operation;

         (B)      the Acquired Assets are legally and beneficially  owned by the
                  Seller,  are used for the purposes of the Business and are the
                  Seller's business assets;

         (C)      the Seller is a taxable  person for the  purposes of VAT;

         (D)      the VAT Records have been correctly  maintained as required by
                  law;

         (E)      there  has been no  significant  break in the  normal  trading
                  pattern of the Business.

<PAGE>

4.5      The Buyer hereby warrants that:

         (A)      the Buyer  is, or shall  become  before or  immediately  after
                  Closing, a taxable person;

         (B)      the Acquired Assets are to be used by the Buyer in carrying on
                  the same kind of business as the  Business,  whether or not as
                  part of any existing business carried on by the Buyer; and

         (C)      there are no arrangements in existence for the transfer of the
                  legal or the beneficial interest in the assets by the Buyer.

4.6      If the Buyer makes any payment or any  increased  payment in respect of
         VAT under this clause 4 and it subsequently  transpires that the amount
         of the VAT chargeable is less than the amount paid or increased  amount
         paid by the  Buyer or that the  transaction  in  respect  of which  the
         payment was made or  increased  payment was made and which was regarded
         to be a supply or deemed  supply for VAT purposes is not such a supply,
         the Seller shall pay the Buyer, within five Business Days after receipt
         of any relevant ruling from HM Customs & Excise, an amount equal to the
         difference  between the payment or the  increased  payment  made by the
         Buyer and the correct  amount of VAT  chargeable (if any) in respect of
         the supply, transaction or event in question.

4.7      The Seller shall make a request as soon as it is reasonably practicable
         and in any event within ten Business Days after Closing for a direction
         from  the  Commissioners  that the VAT  Records  shall  continue  to be
         preserved  by the  Seller.  If the  Commissioners  decline to issue the
         direction within thirty Business Days after Closing,  the Seller shall,
         on  the  earlier  of  five   Business   Days  of  the  receipt  of  the
         Commissioners'  written  notification  to that  effect  or  thirty-five
         Business Days after Closing,  deliver the VAT Records to the Buyer. The
         Seller undertakes to maintain and preserve the VAT Records as the Buyer
         is or would be required to maintain  and  preserve  them by law for the
         period  between  Closing and the  delivery  thereof to the Buyer or the
         issue of the direction sought (as they case may be).

5.       CLOSING

5.1      Subject as hereinafter provided Closing shall take place on the Closing
         Date  and at the  Effective  Time at such  place as the  parties  shall
         agree.  The  Closing  will take place  simultaneously  with the Closing
         under the Framework Agreement.

5.2      On the Closing the Seller shall deliver to the Buyer (or to such person
         as the Buyer may nominate):

         (A)      the Tenancy in the Agreed Form duly executed by the Seller;

         (B)      such other duly  executed  documents in the Agreed Form as are
                  required by the Buyer to complete the sale and purchase of the
                  other Acquired Assets and to vest title thereto in the Buyer;

         (C)      the Customer List, the  Catalogues and  Advertising  Materials
                  and the Business Records;

         (D)      all other  property  hereby agreed to be sold which is capable
                  of  transfer  by  delivery  (which   delivery  shall,   unless
                  otherwise agreed, take place at the Property); and

         (E)      a  certified  copy  of  the  minutes  of  the  meeting  of the
                  directors  of the  Seller  authorising  the  execution  by the
                  Seller of this Agreement.

<PAGE>

5.3      Subject to the Seller complying with its obligations as aforesaid,  the
         Buyer shall on Closing:

         (A)      deliver  to the Seller  (or such  person as the  Seller  shall
                  nominate)  counterparts of the documents referred to at clause
                  5.2(A) and (B) duly executed by the Buyer;

         (B)      pay the sum  specified  in clause  3.1(A) by  delivery  by the
                  Buyer under the  Framework  Agreement  to the Seller under the
                  Framework Agreement of a bank or cashier's check; and

         (C)      deliver a certified  copy of the minutes of the meeting of the
                  directors of the Buyer  authorising the execution by the Buyer
                  of this Agreement.

5.4      The Buyer shall not be obliged to complete  the  purchase of any of the
         Acquired Assets unless all of the actions referred to in clause 5.2 are
         completed in accordance with that clause provided that the Buyer may at
         its discretion  (and without  prejudice to any claim for breach of this
         Agreement and without  waiving any of its rights) proceed to Closing so
         far as practicable even though all of the requirements of this clause 5
         have not been complied with.

5.5      The property and (subject to the terms of this  Agreement)  the risk in
         the  Acquired  Assets shall pass to the Buyer on Closing or in the case
         of the title or  beneficial  interest in any Acquired  Asset capable of
         passing by  delivery  on actual  delivery  thereof  and (save where the
         Buyer has before Closing notified the Seller that it requires  delivery
         of any  Acquired  Assets to take  place at the  venue at which  Closing
         takes  place) any Acquired  Assets at the  Property  shall be deemed to
         have been delivered on Closing.

5.6      The Seller shall (and shall  procure that all other  necessary  parties
         shall) on and at all times after Closing execute and do all such deeds,
         documents,  acts and things as the Buyer shall  reasonably  require for
         assuring to and vesting in the Buyer or its nominees the full legal and
         beneficial ownership of the Acquired Assets and giving the Buyer or its
         nominees the full benefit of this Agreement.

6.       APPORTIONMENTS

6.1      Save the Assumed Liabilities,  which shall be liabilities of the Buyer,
         all  rents,  rates and  other  periodic  outgoings  in  respect  of the
         Business  and all  wages,  salaries  and other  periodic  outgoings  in
         respect of the Employees  including  accrued holiday  remuneration  and
         bonuses (deferred or otherwise) and other periodic outgoings in respect
         of the  Acquired  Assets  and the  Assumed  Contracts  (including,  but
         without limitation, rebates and discounts falling due after the Closing
         Date to  customers of the Business in respect of the supply of goods or
         services by the Seller to  customers  on or before the Closing Date for
         periods  of time on or before  the  Closing  Date shall be borne by the
         Seller and for periods of time after the Closing Date shall be borne by
         the  Buyer and all  periodic  payments  receivable  in  respect  of the
         foregoing  for  periods  of time on or before  the  Closing  Date shall
         belong to and be payable  to the  Seller and for  periods of time after
         the  Closing  Date shall  belong to and be  payable to the Buyer.  Such
         outgoings  payable  and  payments  receivable  in  respect  of  periods
         starting  on or before the  Closing  Date and ending  after it shall be
         apportioned  accordingly,  provided that any such outgoings or payments
         receivable which are referable to the extent of the use of any asset or
         right  shall as far as  practicable  be  apportioned  according  to the
         extent of such use.

6.2      Where any  amounts  fall to be  apportioned  under this  Agreement  the
         Seller or the Buyer (as the case may be) shall  provide  the other with
         full details of the apportionments together with supporting vouchers or
         similar  documentation  and in the absence of dispute  the  appropriate
         payment  shall  be made by the  relevant  party  within  seven  days of
         demand.  The amount so agreed or determined  shall be paid within seven
         days of such  agreement.  Any amount  payable  under this clause  shall
         carry interest from the date seven days after the date of demand or, if
         the  amount of any demand is  disputed,  from the date seven days after

<PAGE>

         such  dispute is resolved,  until the date of actual  payment at a rate
         equal to 3 per cent per annum above the base rate for the time being of
         Barclays Bank plc.

6.3      Each  of the  Seller  and  the  Buyer  shall  keep  accounting  records
         sufficient to enable verification of the apportionments and shall allow
         the   other  of  them,   its   auditors   or  other   duly   authorised
         representatives   and  any  Independent   Accountants  access  to  such
         accounting  records  at  any  time  during  normal  business  hours  on
         reasonable  notice to examine and take copies,  notes or extracts  from
         such records for the purpose of such verification.

7.       ASSUMED CONTRACTS

7.1      The Buyer shall assume and perform all of the obligations of the Seller
         under the Assumed  Contracts to be performed  (in  accordance  with the
         terms of such Assumed Contracts) after Closing.

7.2      In so  far  as the  benefit  (subject  to  the  burden  as  hereinafter
         provided) of any of the Assumed  Contracts cannot be transferred by the
         Seller to the Buyer on Closing  without the  agreement  or consent of a
         third party or a governmental or other authority:

         (A)      the  Seller  shall  use its  reasonable  endeavours  (with the
                  co-operation  of the  Buyer)  to  procure  that  such  Assumed
                  Contracts and ancillary rights are novated or assigned as soon
                  as possible;

         (B)      unless and until any such  Assumed  Contracts  are  novated or
                  assigned;

                  (1)      the  Seller  shall hold the  benefit of such  Assumed
                           Contracts  upon  trust for the Buyer  absolutely  and
                           shall either account to the Buyer  immediately or pay
                           to the credit of a  specially  designated  trust bank
                           account maintained separately from all other accounts
                           of the Seller  and  account to the Buyer for any sums
                           or other benefits  received by the Seller in relation
                           thereto  as  soon  as  reasonably  practicable  after
                           receipt;

                  (2)      the Buyer  shall have the right and the Seller  shall
                           at the  election  of the  Buyer  permit  the Buyer to
                           perform,  in place of the  Seller,  any such  Assumed
                           Contract  as  sub-contractor,   agent,   licensee  or
                           sub-licensee  (as  appropriate)  of the Seller to the
                           extent that such  performance may be permitted by any
                           such Assumed Contract; and

                  (3)      unless and until any such Assumed  Contracts shall be
                           novated or  assigned,  the Seller shall (so far as it
                           lawfully may so do and provided it is  reasonable  so
                           to do) act  under the  direction  of the Buyer in all
                           matters  relating to such orders and contracts for so
                           long as the Seller is required and  authorised  so to
                           do by the Buyer and shall  not  without  the  Buyer's
                           express  prior  written  consent  make or effect  any
                           compromise,  release  or waiver or  settlement  of or
                           otherwise  take any  action in  relation  to any such
                           Assumed  Contracts or any other rights  arising under
                           the same.

         (C)      In any case where the  consent of a third party is required in
                  connection  with the  novation  or  assignment  of an  Assumed
                  Contract  and such consent is not  forthcoming  or is refused,
                  the Seller shall use its  reasonable  endeavours  to make such
                  arrangements as may be acceptable to the Buyer for assuring to
                  the Buyer the  benefit  of such  Assumed  Contracts,  it being
                  understood,  however, that Seller shall not be required to pay
                  any fees or  other  sums of money  to  obtain  such  Consents,
                  except  any such  fees and other  sums of money as shall  have
                  become due and payable prior to the Closing Date.

<PAGE>

8.       RETAINED LIABILITIES

8.1      Except as expressly stated in this Agreement, nothing:

         (A)      shall require the Buyer to perform any obligation  relating to
                  the Business or the Acquired Assets which was due to have been
                  performed  or which  should have been  performed by the Seller
                  before Closing, except for the Assumed Liabilities;

         (B)      shall impose on the Buyer any  liability  for or in respect of
                  any product or service  delivered or performed by or on behalf
                  of the  Seller  before  Closing  whether  in the course of the
                  Business or otherwise, except for the Assumed Liabilities;

         (C)      shall  impose  on the Buyer any  liability  for any  losses or
                  claims or expenses arising by reason of a breach by the Seller
                  of its obligations under or contemplated by this Agreement;

         (D)      shall impose on the Buyer any  liability  for or in respect of
                  any  of  any of the  Retained  Liabilities  and/or  any of the
                  Retained Assets.

8.2      The Seller  undertakes  with the Buyer fully to discharge  the Retained
         Liabilities  (as and when the same fall due and in a manner  which will
         not be  detrimental  to the  Business  or the  Goodwill)  and  fully to
         indemnify  and hold  indemnified  the Buyer against any and all losses,
         costs, claims, actions,  proceeding and other liability which the Buyer
         may suffer or incur by reason of any or all of the matters  referred to
         in clause 8.1 and/or breach by the Seller of its  obligations  under or
         contemplated by this clause.

8.3      The  Seller  shall  supply to the Buyer  promptly  after  request  such
         information as the Buyer shall from time to time require in relation to
         the discharge of the Seller's obligations under or contemplated by this
         clause  and shall not in the  discharge  of such  obligations  take any
         steps which  might  reasonably  be  expected to damage in any  material
         respect the continuing commercial interests of the Buyer.

9.       WARRANTIES

9.1      Subject  only  to  those  exceptions  and  qualifications   listed  and
         described on the Schedules  attached to this  Agreement,  Seller hereby
         represents and warrants to Buyer that unless otherwise indicated, as of
         the Closing Date:

         (A)      ORGANISATION  AND STANDING;  POWER AND AUTHORITY.  Seller is a
                  corporation duly organised and validly existing under the laws
                  of  England  and has full  corporate  power and  authority  to
                  operate the Business,  to own or lease the Acquired Assets, to
                  carry on the  Business  as it is now being  conducted,  and to
                  enter into and perform this Agreement and the transactions and
                  other   agreements  and   instruments   contemplated  by  this
                  Agreement.  Seller is the only  business  enterprise,  firm or
                  corporation  through  which the  Business is  conducted in the
                  United Kingdom,  or which owns,  leases or uses assets related
                  to the  Business  in the United  Kingdom.  The Seller does not
                  have in relation to the Business, any branch, agency, place of
                  business  or  permanent   establishment   outside  the  United
                  Kingdom.  This Agreement and each of the other  agreements and
                  instruments  executed  and  delivered,  or to be executed  and
                  delivered,  in connection  with this Agreement  (collectively,
                  "Transaction   Documents")  by  Seller  have  been  (or,  upon
                  execution  thereof,  will be) duly  executed and delivered by,
                  and constitute (or, upon execution  thereof,  will constitute)
                  the valid and binding  obligations of, Seller,  enforceable in
                  accordance with their respective terms. This Agreement and the
                  transactions and other agreements and instruments contemplated
                  hereby have been duly  approved by the board of  directors  of
                  Seller.

<PAGE>

         (B)      CONFLICTS  AND  DEFAULTS.  Except  as set  forth  on  Schedule
                  9.1(B),  neither the execution and delivery of this  Agreement
                  and  the  other  Transaction   Documents  by  Seller  nor  the
                  performance by Seller of the transactions  contemplated hereby
                  or thereby will (i) violate,  conflict  with,  or constitute a
                  default  under  any  provision  of  Seller's   memorandum  and
                  articles of association or any provisions of, or result in the
                  acceleration  of any  obligation  under,  any contract,  sales
                  commitment,   license,  purchase  order,  security  agreement,
                  mortgage,  note,  deed,  lien,  lease, or other  instrument or
                  agreement (including but not limited to the Contracts), or any
                  Law (as hereinafter defined),  relating to the Business or any
                  of  the  Acquired  Assets  or by  which  Seller  or any of the
                  Acquired  Assets are bound,  (ii)  result in the  creation  or
                  imposition  of any Lien or other  claim in favour of any third
                  Person against any of the Acquired Assets, (iii) constitute an
                  event  that,  after  notice or passage of time or both,  would
                  result  in  any  such  violation,  conflict,  default  (except
                  defaults that would not  individually or in the aggregate have
                  a material  adverse  effect),  acceleration,  or  creation  or
                  imposition  of any Lien or other claim or (iv)  constitute  an
                  event  that,  after  notice or passage of time or both,  would
                  create, or cause to be exercisable or enforceable, any option,
                  agreement or right of any kind to purchase any of the Acquired
                  Assets.  Except as set forth on Schedule 1, no Consent will be
                  required  to  be  obtained  or  satisfied  for  the  continued
                  performance  by Buyer  following  the Closing of any  Assigned
                  Contract.

         (C)      ACQUIRED ASSETS ; TITLE TO ACQUIRED ASSETS. Except for general
                  corporate assets of Seller  pertaining to Seller's business as
                  a whole  or as set  forth on  Schedule  9.1(C),  the  Acquired
                  Assets are the only assets,  properties,  rights and interests
                  used by Seller in connection  with the Business and constitute
                  all of the assets, properties,  rights and interests necessary
                  to conduct the Business in the United Kingdom in substantially
                  the same manner as  conducted  by Seller  prior to the Closing
                  Date.  Except as set forth on Schedule  9.1(C),  none of fixed
                  assets included in the Acquired Assets have any defects or are
                  in need of maintenance or repair, except for ordinary wear and
                  tear and ordinary,  routine  maintenance  and repairs that are
                  not  material in nature or cost.  Seller has good,  marketable
                  and exclusive  title to, and the valid and  enforceable  power
                  and  unqualified  right to use and transfer to Buyer,  each of
                  the Acquired Assets, whether located at Seller's facilities or
                  at the facilities of Seller's customers or suppliers,  and the
                  Acquired  Assets  are free and  clear of all  Liens  and other
                  claims of any nature  and kind  whatsoever,  except  Permitted
                  Liens. The  consummation of the  transactions  contemplated by
                  this Agreement will not adversely  affect such title or rights
                  or any terms of the applicable agreements creating, evidencing
                  or  granting  such  title or  rights.  Except  as set forth on
                  Schedule 9.1(C), none of the Acquired Assets are subject to or
                  held   under  any   lease,   mortgage,   security   agreement,
                  conditional sales contract or other title retention  agreement
                  or are other  than in the sole  possession  and under the sole
                  control of Seller. Seller has the right under validly existing
                  leases to use and occupy or otherwise  possess and control all
                  properties  and  assets  leased  by it  and  included  in  the
                  Acquired  Assets.  The delivery to Buyer of the instruments of
                  transfer  contemplated  by this  Agreement  will vest in Buyer
                  good,  marketable  and exclusive  title to (or, in the case of
                  Acquired Assets not owned by Seller, the full right to use and
                  possess) the Acquired Assets,  free and clear of all Liens and
                  other claims of any nature and kind whatsoever, except for (i)
                  current  real  or  personal  property  Taxes  (as  hereinafter
                  defined)  or other  governmental  charges  or levies  that are
                  Liens but are not yet due and  payable,  (ii)  Liens  securing
                  rent payments and other  obligations  under leases pursuant to
                  which Acquired  Assets are leased by Seller from a third-party
                  vendor or other lessor, provided that Seller is not delinquent
                  or  otherwise in default with respect to such payment or other
                  obligations,  and (iii) Liens  arising or deposits made in the

<PAGE>

                  ordinary course of business pursuant to workers' compensation,
                  unemployment insurance, social security and other similar Laws
                  (the Liens  described  in clauses  (i)  through  (iii) of this
                  clause being referred to as "Permitted Liens").

         (D)      CONTRACTS.   Schedule  9.1(D)  contains  a  complete  list  or
                  description  of (i) each Contract that relates to the Business
                  or any of the Acquired  Assets or Assumed  Liabilities and (1)
                  involves  future  payments  in  excess  of  US$25,000  in  the
                  aggregate  or will  remain in effect for a period of more than
                  90 days  after  the  date  of this  Agreement  and  cannot  be
                  cancelled  by Seller at any time  without  further  payment or
                  penalty,  (2)  is  a  loan  or  credit  agreement,   guaranty,
                  indenture,  mortgage,  pledge,  security  agreement  or  other
                  instrument or agreement  evidencing  indebtedness of Seller or
                  dependent on the guarantee or security of any person, (3) is a
                  conditional sale or other title retention agreement, equipment
                  obligation  or  lease  purchase  agreement   involving  future
                  payments  in  excess of  US$25,000  in the  aggregate,  (4) is
                  currently in effect between Seller and any director,  officer,
                  employee or consultant (or any group thereof) of or to Seller,
                  or (5)  is  terminable  in the  event  of  any  change  in the
                  underlying ownership or control of the Business or as a result
                  of any of  the  provisions  of  this  Agreement  or any of the
                  Transaction  Documents or likely to be materially  affected by
                  such  change,  (ii)  each  Contract  between  Seller  and  any
                  salesman, sales representative or selling agent or pursuant to
                  which  Seller  sells  services  of the  Business,  (iii)  each
                  Contract  that is a  noncompetition,  restrictive  covenant or
                  other agreement that restricts Seller or any other Person from
                  conducting  the  Business  anywhere  in the  world,  (iv) each
                  Contract   that  is  otherwise   material  to  the   financial
                  condition,   results  of   operations,   properties,   assets,
                  liabilities or business of the Business,  and (v) any power of
                  attorney  given by Seller to any Person that relates  directly
                  or indirectly in any way  whatsoever to the Business or any of
                  the  Acquired  Assets  or  Assumed  Liabilities.   Seller  has
                  performed all material obligations required to be performed by
                  it to date under the  Contracts,  and  neither  Seller nor, to
                  Seller's  knowledge,  any  other  party  to any  Contract  has
                  breached  or  improperly  terminated  any  Contract  or  is in
                  default in any material  respect  under any  Contract,  and to
                  Seller's  knowledge  there  exists no condition or event that,
                  after notice or passage of time or both,  would constitute any
                  such  breach,  termination  or  default.  All  Contracts  with
                  Governmental  Authorities have been performed in compliance in
                  all material  respects with all Laws applicable to contracting
                  with such Governmental Authorities. Each of the Contracts is a
                  legal, binding and enforceable obligation of or against Seller
                  and,  to  Seller's   knowledge,   is  a  legal,   binding  and
                  enforceable  obligation  of or  against  the  other  party  or
                  parties  thereto.  Except  as set  forth on  Schedule  9.1(D),
                  Seller has no outstanding  Contracts  relating to the Business
                  that are not  cancellable  by it on  notice of 30 days or less
                  without liability,  penalty or premium. To Seller's knowledge,
                  Seller  enjoys  good  working  relationships  under all of the
                  Contracts relating to the Business.

         (E)      LIABILITIES. Seller has no material liabilities or obligations
                  of  any  nature   whatsoever,   whether   absolute,   accrued,
                  contingent  or  otherwise,  related to or  connected  with the
                  Business  or any of the  Acquired  Assets,  including  but not
                  limited  to  liabilities  for  Taxes,   forward  or  long-term
                  commitments   outside  the  ordinary  and  normal   course  of
                  business, or unrealised or anticipated losses from write-downs
                  or write-offs of assets  (including  inventories  and accounts
                  receivable),  except  for those  (i)  expressly  reflected  or
                  reserved for on the Pre-Closing  Balance Sheet,  (ii) incurred
                  or accrued since the Pre-Closing Balance Sheet Date (including
                  liabilities   and   obligations   incurred  or  accrued  under
                  operating  leases,  which are not reflected on the Pre-Closing
                  Balance  Sheet) in the ordinary and normal  course of business
                  of the Business in  transactions  that are consistent with the
                  representations,    warranties,   covenants   and   agreements
                  contained  in this  Agreement  or (iii) set forth on  Schedule
                  9.1(E).  To  Seller's  knowledge,  there  exists  no  event or

<PAGE>

                  circumstance that, after notice or passage of time or both, is
                  reasonably likely to create any other material  obligations or
                  liabilities of Seller relating to the Business.

         (F)      ACCOUNTS   RECEIVABLE  AND  ACCOUNTS  PAYABLE.   All  Assigned
                  Accounts  Receivable  represent  sales  actually  made  in the
                  ordinary and normal course of business. To Seller's knowledge,
                  there are no  counterclaims  or setoffs  against (or any basis
                  therefor),   or  any  other  matter  or  condition  likely  to
                  interfere  with full and timely  collection  of, any  Assigned
                  Accounts Receivable. Schedule 9.1(F) hereto sets forth an aged
                  listing by customer of the accounts receivable of the Business
                  that were  outstanding  as of the  Pre-Closing  Balance  Sheet
                  Date.  Seller has not  experienced  or suffered undue delay in
                  its  payment  of  its  accounts  payable  and  other  monetary
                  liabilities and obligations.

         (G)      INVENTORIES.  All  Inventories  are of a quality and  quantity
                  usable in the  ordinary  and normal  course of  business,  and
                  there are no material  quantities of damaged or obsolete items
                  or items of below standard quality included therein. The value
                  at which the Inventory is carried on the  Pre-Closing  Balance
                  Sheet is at cost and reflects  write-offs or  write-downs  for
                  damaged or obsolete items, or items of below standard quality,
                  in accordance with Seller's  historical  inventory  policy and
                  practices,  a complete  and accurate  description  of which is
                  included in the  description of the  Accounting  Practices set
                  forth in Schedule 9.1(e) of the Framework  Agreement.  None of
                  the  Inventory  is excessive in kind or amount in light of the
                  ordinary   and  normal   course  of  conduct  and   reasonably
                  anticipated needs of the Business.

         (H)      CUSTOMERS  AND  SUPPLIERS.  Seller  is  not  involved  in  any
                  material dispute with any of the customers or suppliers of the
                  Business.  The  Combined  Delahaye  Business  has  not had any
                  customer who  accounted for more than ten percent of the sales
                  of the  Combined  Delahaye  Business  during the  twelve-month
                  period ended  September 30, 2004, or any supplier from whom it
                  purchased  more than  five  percent  of the goods or  services
                  purchased  by  the  Combined   Delahaye  Business  during  the
                  twelve-month  period ended  September  30, 2004.  All business
                  placed by any and all  directors,  officers  and  employees of
                  Seller  with  respect to the  Business  has been placed in the
                  name of  Seller  and all  amounts  paid  for  services  of the
                  Business or otherwise  with respect to the Business  have been
                  paid to and are the property of Seller.

         (I)      LITIGATION.  Seller is not subject to any order of, or written
                  agreement   or   memorandum   of   understanding   with,   any
                  Governmental  Authority,  and there is no litigation,  action,
                  claim, suit, arbitration or other administrative, criminal, or
                  other proceeding pending or, to Seller's knowledge, threatened
                  against  or  adversely  or  otherwise  affecting  Seller,  the
                  Business,   any  of  the   Acquired   Assets  or  any  of  the
                  transactions contemplated by this Agreement, including but not
                  limited to claims for antitrust, price discrimination,  unfair
                  competition or other  liability or obligation  relating to any
                  of the services of the Business, whether sold by Seller or any
                  of  its  Affiliates.   Set  forth  on  Schedule  9.1(I)  is  a
                  description of (i) all litigation,  actions, claims, suits and
                  other proceedings asserted, brought or, to Seller's knowledge,
                  threatened  against Seller or any of its Affiliates in respect
                  of the  Business  during the  two-year  period  preceding  the
                  Closing  Date,  including  a  description  of the  outcome  or
                  present  status  thereof  and  (ii)  all  judgments,   orders,
                  decrees,  writs  or  injunctions  entered  into by or  against
                  Seller or any of its  Affiliates  with respect to the Business
                  and currently in effect.

         (J)      LEGAL  COMPLIANCE.   The  Business  has  been  conducted,  the
                  Acquired  Assets have been  maintained and Seller is currently
                  in  compliance in all material  respects  with all  applicable
                  statutes, codes, ordinances,  rules,  regulations,  judgments,
                  orders,  decrees,  writs,  injunctions  and other  laws of any

<PAGE>

                  Governmental Authority (collectively,  "Laws"),  including but
                  not  limited  to all  Laws  relating  to  antitrust,  consumer
                  protection,  civil  rights,  equal  opportunity,  pensions and
                  medical and other welfare  benefits,  except where the failure
                  to comply  with such laws  would not have a  material  adverse
                  effect on the Business or the Acquired  Assets.  Seller is not
                  in default under,  and no event has occurred that, with notice
                  or the passage of time or both, could result in default under,
                  the terms of any judgment,  order,  decree, writ or injunction
                  of  any  court  or  Governmental  Authority  relating  to  the
                  Business.

         (K)      INTELLECTUAL  PROPERTY.  Schedule 1 sets forth a complete  and
                  correct  list  (with an  indication  of the  record  owner and
                  identifying  number)  of all  material  Intellectual  Property
                  Rights that are  directly  or  indirectly  owned or  otherwise
                  controlled by Seller or any of its  Affiliates and are or have
                  been used  exclusively  in the conduct of or otherwise  relate
                  exclusively  to the  Business  (other than  off-the-shelf  and
                  click-through licences of software),  and Schedule 9.1(K) sets
                  forth a description of all litigation,  actions, claims, suits
                  and  other  proceedings  pending  or, to  Seller's  knowledge,
                  threatened  against Seller within the two years  preceding the
                  Closing  Date,  including  a  description  of the  outcome  or
                  present status thereof,  relating to any Intellectual Property
                  Rights  that  are or  have  been  used  in the  conduct  of or
                  otherwise  relate  to the  Business.  Except  as set  forth on
                  Schedule  9.1(K),  Seller  is  the  sole  owner  and  has  the
                  exclusive  right to use,  free and  clear of any  restriction,
                  payment or encumbrance,  all Intellectual Property Rights that
                  are or have been used in the conduct of or otherwise relate to
                  the  Business  (other  than  off-the-shelf  and  click-through
                  licences  of  software).  No claim or demand of any Person has
                  been  made  that  challenges,  and  there  are no  proceedings
                  pending or, to Seller's knowledge,  threatened that challenge,
                  the  rights of Seller in  respect  of any of the  Intellectual
                  Property  Rights  that are or have been used in the conduct of
                  or otherwise relate to the Business.  No Intellectual Property
                  Rights  that  are or  have  been  used  in the  conduct  of or
                  otherwise relate to the Business (other than off-the-shelf and
                  click-through   licences  of   software)are   subject  to  any
                  outstanding order, ruling, stipulation,  judgment or decree by
                  or  with  any  Governmental  Authority  or  infringes  or,  to
                  Seller's knowledge, is being infringed by others or is used by
                  others,   regardless   of   whether   such   use   constitutes
                  infringement.  All of the  Intellectual  Property  Rights  set
                  forth on Schedule 1 that are directly or  indirectly  owned or
                  otherwise  controlled by an Affiliate of Seller have been duly
                  and effectively transferred to Seller.

(L)               PERMITS. Schedule 9.1(L) contains a true, correct and complete
                  list of all Permits  issued to Seller that are currently  used
                  by Seller in connection with the Business.  Seller has, and is
                  in compliance in all material  respects with, all Permits that
                  are necessary or required for the operation of the Business as
                  it is currently  being  operated,  and all such Permits are in
                  full force and effect.

         (M)      EMPLOYEE RELATIONS;  COLLECTIVE BARGAINING  AGREEMENTS.  There
                  are no material controversies,  including strikes,  slowdowns,
                  disputes or work stoppages, pending or, to Seller's knowledge,
                  threatened  that involve the  Employees  and/or the  Business.
                  Seller has complied and is complying in all material  respects
                  with all Laws relating to the employment of labour,  including
                  but not limited to any  provision  thereof  relating to wages,
                  hours,  collective  bargaining,  employee  health,  safety and
                  welfare, discrimination and the payment of social security and
                  similar  Taxes with respect to the  Employees.  Seller has not
                  experienced  any  labour  difficulties  with  respect  to  the
                  employees employed in connection with the Business,  including
                  but not  limited  to  strikes,  slowdowns  or work  stoppages,
                  within the two-year period preceding the Closing Date.  Seller
                  is not a party to any collective  bargaining or union contract
                  and,  to Seller's  knowledge,  there  exists no current  union
                  organisational   effort  with   respect  to  any  of  Seller's
                  employees employed in connection with the Business.

<PAGE>

         (N)      EMPLOYEES AND EMPLOYEE PLANS. Schedule 9.1(N) contains a true,
                  correct and complete  list of (i) all  Employees,  including a
                  description    of   their    respective    job    titles   and
                  responsibilities and annual compensation  (including salaries,
                  bonuses,  consulting  or  directors'  fees  and  incentive  or
                  deferred   compensation)  and  (ii)  all  Employee  Plans  and
                  Employment   Contracts.   Neither   Seller  nor  any  officer,
                  director,  shareholder,  employee or agent of Seller has taken
                  any  action  directly  or  indirectly  to  obligate  Seller to
                  institute  any Employee  Plan  applicable  to employees of the
                  Business other than those Employee Plans set forth in Schedule
                  9.1(N) or to amend any such  Employee  Plan.  No  Employee  is
                  employed on terms that such  Employee is entitled to more than
                  three months  notice of  termination  of  employment or pay in
                  lieu of such notice.  No Employee is under notice of dismissal
                  or has indicated  any  opposition to Buyer buying the Business
                  or that such  Employee  objects to being  employed by Buyer or
                  its Affiliates. No amount due to or in respect of any Employee
                  is in arrears  and unpaid  other than  salary for the month in
                  which  Closing  takes place.  In the six months  preceding the
                  date  of  this  Agreement,  no  change  has  been  made in the
                  emoluments or other terms and conditions of any Employee,  and
                  no such  change,  and no  negotiation  or  request  for such a
                  change,  is due or expected within six months from the date of
                  this  Agreement.  No  person's  services  are  provided to the
                  Seller by means of a contract for services or any  consultancy
                  arrangement.  There are no  agreements  or other  arrangements
                  (whether or not legally  binding) between Seller and any trade
                  union or other body representing employees.

         (O)      PENSIONS.  Save  for  the  stakeholder  scheme  known  as  the
                  Medialink   Group   Personal   Pension  Scheme  (the  "Pension
                  Scheme"), Seller is neither a party to nor participates in nor
                  contributes to any scheme,  agreement or arrangement  (whether
                  legally  enforceable or not) for the provision of any pension,
                  retirement, death, incapacity,  sickness, disability, accident
                  or other like  benefits  (including  the payment after leaving
                  employment of the Seller of medical expenses) for any Employee
                  or for the widow, widower, child or dependant of any Employee.
                  Seller has not given any  undertaking  or  assurance  (whether
                  legally   enforceable   or   not)   as  to  the   continuance,
                  introduction, improvement or increase of any benefit of a kind
                  described  in this clause or as to the rights of any person to
                  receive such  benefits.,  or (ii) is paying or has in the last
                  two  years  paid any such  benefit,  to (in  either  case) any
                  Employee or any widow,  widower,  child or dependant of any UK
                  Employee.  Seller  has  complied  with its  obligations  under
                  section  3 of the  Welfare  Reform  and  Pensions  Act 1999 to
                  facilitate  access to a  stakeholder  pension  scheme  and has
                  nominated the Pension  Scheme.  In the 6 years before the date
                  of this  Agreement  neither  Seller nor any of its  Affiliates
                  has,  in  relation  to the  Employees,  been  involved  in any
                  transaction  to  which  the   Regulations   apply  other  than
                  transactions   where  (i)  the  transferor  did  not  have  an
                  occupational  pension scheme; (ii) the transferee mirrored the
                  exact terms of benefits and  contributions of the transferor's
                  occupational  pension  scheme;  or  (iii)  the  only  benefits
                  provided by the transferor's  occupational pension scheme were
                  old age, invalidity and survivors benefits. The Pension Scheme
                  is  approved  under  Chapter  IV of Part XIV of the Income and
                  Corporation  Taxes Act 1988 and is recognised as a stakeholder
                  pension  scheme  by  the  Occupational   Pensions   Regulatory
                  Authority.  Every person who has at any time been  entitled to
                  join or apply to join the Pension  Scheme has been  invited to
                  do so as of the date on which such  person  became so entitled
                  having been  informed in writing of his rights in this regard,
                  and no person has been excluded from membership of the Pension
                  Scheme or from any benefits thereunder in contravention of any
                  UK or European  Community  legislation or any other applicable
                  legislation.  Seller does not contribute to the Pension Scheme
                  for  the  benefit  of  any  of  the   Employees  and  no  such
                  contribution  by the  Seller  for any  Employee  is  agreed or
                  proposed or advised or envisaged.  All  contributions due from

<PAGE>

                  members of the Pension Scheme have been duly paid when due and
                  Seller is not  required to bear any fees,  charges or expenses
                  as an employer under the Pension Scheme in relation to it.

         (P)      DATA PROTECTION.  Seller has fully and properly  complied with
                  all  the  requirements  of the  Data  Protection  Act  1998 in
                  relation   all   information   relating   to   identified   or
                  identifiable  individuals which is held or processed by Seller
                  in either electronic or hard copy formats  ("Personal  Data").
                  Seller  has  made  and  maintains   valid  and   comprehensive
                  notification  with the  Information  Commissioner's  office in
                  relation to the Personal  Data.  Seller has all the  necessary
                  consents from individuals to enable it to process the Personal
                  Data  for any of the  purposes  for  which  it  processes  the
                  Personal Data and to transfer the Acquired Assets to the Buyer
                  as contemplated  by this Agreement.  Seller has taken steps to
                  ensure  that  any  individuals  or  companies  processing  the
                  Personal Data on behalf of Seller take all necessary  steps to
                  enable   Seller  to  fully  and   properly   comply  with  the
                  requirements of the Data Protection Act 1998.

         (Q)      CHANGES IN  CIRCUMSTANCES.  Except as  otherwise  set forth in
                  Schedule  9.1(Q),  since the  Pre-Closing  Balance Sheet Date,
                  Seller has not (i) sold,  transferred or otherwise disposed of
                  any  properties or assets used in connection  with the conduct
                  of or  otherwise  related  to the  Business  other than in the
                  ordinary  and normal  course of business and  consistent  with
                  past practice, (ii) pledged or subjected to any Lien (except a
                  Permitted  Lien) any of the Acquired  Assets,  (iii) conducted
                  the Business  other than in the  ordinary  and normal  course,
                  (iv) except for customary salary increases in the ordinary and
                  normal  course of  business  consistent  with  past  practice,
                  granted any salary  increase or bonus or permitted any advance
                  to any  employee of the  Business,  instituted  or granted any
                  general  salary  increase  to the  employees  or any  group of
                  employees  of the Business or entered into any new, or altered
                  or amended any existing, Employee Plan or Employment Contract,
                  (v) paid any  liability or  obligation  (fixed or  contingent)
                  relating to the Business other than in the ordinary and normal
                  course of business, discharged or satisfied any Lien on any of
                  the  Acquired  Assets  other than in the  ordinary  and normal
                  course of  business,  or settled any claim,  liability or suit
                  pending  or  threatened  against  the  Business  or any of the
                  Acquired  Assets,   (vi)  modified,   amended,   cancelled  or
                  terminated  any  Contracts  under   circumstances  that  could
                  materially  and  adversely  affect  the  financial  condition,
                  results of  operations,  properties,  assets,  liabilities  or
                  business of Seller or the  Business,  (vii)  written  down the
                  value of any inventory, or written off as uncollectible all or
                  any  portion  of any  accounts  receivable,  of the  Business,
                  (viii) cancelled,  factored or sold any book or other debts or
                  claims, or waived any rights,  with respect to the Business or
                  any of the Acquired Assets or Assumed Liabilities,  (ix) paid,
                  incurred  or  accrued  any  management  or  similar  fees with
                  respect  to the  Business,  (x)  suffered  any  change  in the
                  financial  condition,   results  of  operations,   properties,
                  assets,  liabilities  or business  of Seller or the  Business,
                  except for  ordinary  and normal  changes in the  ordinary and
                  normal course of business that have not individually or in the
                  aggregate  been  materially  adverse,  (xi) made any  material
                  change in any of its  accounting  policies  or  practices,  or
                  (xii) agreed or obligated itself to do anything  identified in
                  clauses (i) through (xi) of this clause 9.1(Q).

         (R)      INSOLVENCY.  No order has been made and no resolution has been
                  passed  for the  winding  up of  Seller  or for a  provisional
                  liquidator  to be  appointed  in  respect  of  Seller  and  no
                  petition has been  presented  and no meeting has been convened
                  for the purpose of winding up Seller. No administration  order
                  has been  made  and no  petition  for  such an order  has been
                  presented in respect of Seller.  No receiver (which expression
                  shall include an  administrative  receiver) has been appointed
                  in  respect  of Seller or of any  assets of Seller  (including
                  Acquired  Assets).  Seller is not insolvent,  or unable to pay
                  its debts within the meaning of Section 123 of the  Insolvency

<PAGE>

                  Act 1986, or has stopped paying its debts as they fall due. No
                  voluntary arrangement has been proposed under section 1 of the
                  Insolvency  Act 1986 in  respect  of  Seller.  No  unsatisfied
                  judgement is outstanding against Seller.

         (S)      TAXES.  Seller  has  prepared  in good faith and duly filed or
                  caused to be duly filed all Tax returns  and reports  required
                  to be filed by it with any Governmental  Authority.  All Taxes
                  owed to any  Governmental  Authority  by  Seller  for  periods
                  covered by such  returns  and  reports,  and all  assessments,
                  claims,  costs,  demands,  expenses and  judgements  connected
                  therewith,  have been  paid in full.  Seller is not a party to
                  any action or proceeding and, to Seller's  knowledge,  no such
                  action or proceeding  is  contemplated  or threatened  for the
                  assessment  or  collection  of any Taxes,  and no  outstanding
                  ~deficiency notices or reports have been received by Seller in
                  respect of any Tax. Any deficiency  asserted by a Governmental
                  Authority as a result of its examination of income tax returns
                  filed by Seller has been paid or finally settled, and no issue
                  has  been  raised  by a  Governmental  Authority  in any  such
                  examination  that,  by  application  of the  same  or  similar
                  principles,  reasonably  could  be  expected  to  result  in a
                  proposed  deficiency  for any other  period  not so  examined.
                  There are no outstanding  agreements or waivers  extending the
                  statutory  period of  limitation  applicable to any income tax
                  return for any period.  For the  purposes  of this  Agreement,
                  "Tax" or  "Taxes"  means all income  (including  gross and net
                  income),  property  (including  real and  personal  property),
                  sales, use, ad valorem, value added tax, employment (including
                  PAYE  and  national  insurance),,   excise,  franchise,  gross
                  receipts,  license,  occupation,   payroll,  premium,  profits
                  (including  windfall  profits),  severance,  stamp,  transfer,
                  withholding  and other taxes,  customs  duties and other fees,
                  charges or assessments of any kind  whatsoever,  including any
                  interest,  penalties,  additions  to tax or  other  additional
                  amounts imposed by any taxing authority. Seller is not treated
                  as a  member  of a group  of  companies  for the  purposes  of
                  Section 43 of VATA 1994. Seller has made, given,  obtained and
                  kept full, complete,  correct and up to date records, invoices
                  and other  documents  appropriate or required for the purposes
                  of VATA  1994  and is not in  arrears  with  any  payments  or
                  returns due and has not been required by the  Commissioners of
                  Customs  &  Excise  to  give  security  under  paragraph  4 of
                  Schedule 11 VATA.  The United  Kingdom is the only  country in
                  which any  taxation  authority  seeks to charge  tax on income
                  profits  or gains of Seller in  respect  of the  Business  and
                  Seller  has never  paid tax on income  profits or gains to any
                  taxation authority in any other country.

         (T)      SERVICE WARRANTIES.  Seller does not make and has not made any
                  express  representations  or warranties in connection with the
                  services  of the  Business  other  than  as  contained  in the
                  Contracts.

         (U)      INSURANCE.  Schedule  9.1(U)  contains a list of all insurance
                  policies (specifying the location,  insured,  insurer, type of
                  insurance, policy number and amount of coverage) maintained by
                  Seller and Seller for the Business or the Acquired Assets. All
                  such  policies are in full force and effect,  and all premiums
                  with respect thereto  covering all periods up to and including
                  the  Closing  Date  have  been  paid.  Such  policies  (i) are
                  sufficient  for  compliance  with  all  requirements  of  Laws
                  applicable  to the Business or any of the Acquired  Assets and
                  of all  agreements to which Seller is a party and which relate
                  to the  Business  or any of the  Acquired  Assets and (ii) are
                  valid, outstanding and enforceable policies.

         (V)      ABSENCE OF CERTAIN  COMMERCIAL  PRACTICES.  Neither Seller nor
                  any director,  officer,  employee or agent of Seller has given
                  or agreed to give any (i) gift or similar benefit of more than
                  nominal   value  to  any  customer,   supplier,   Governmental
                  Authority (including any governmental employee or official) or
                  any other  Person who is or may be in a position  to hinder or

<PAGE>

                  assist Seller,  the Business or the Person giving such gift or
                  benefit in connection with any actual or proposed  transaction
                  relating  to the  Business,  which  gifts or similar  benefits
                  would  individually or in the aggregate  subject Seller or any
                  director,  officer,  employee  or agent of Seller to any fine,
                  penalty,  cost or expense or to any criminal  sanctions,  (ii)
                  unlawful payments to any governmental  employees or officials,
                  (iii)  commercial   bribes  or  kick-backs   relating  to  the
                  Business,  (iv) unlawful political  contributions with respect
                  to  the  Business,   or  (v)  receipts  or   disbursements  in
                  connection with any unlawful boycott relating to the Business.
                  No such gift or benefit is  required  in  connection  with the
                  operation of the Business to avoid any  penalty,  fine,  cost,
                  expense or material adverse change in the financial condition,
                  results of  operations,  properties,  assets,  liabilities  or
                  business of Seller or the Business.

         (W)      BOOKS AND RECORDS.  The books and records of Seller maintained
                  in connection with the Business  (including but not limited to
                  (i) books and  records  relating  to sales of  services of the
                  Business,  dealings with customers,  customer lists,  supplier
                  lists, invoices, inventories,  personnel records and Taxes and
                  (ii) computer software and data in computer readable and human
                  readable  form  used  to  maintain  such  books  and  records,
                  including the media on which such software and data are stored
                  and all documentation  relating thereto) accurately record all
                  transactions relating to the Business in all material respects
                  and  have  been  maintained   consistent  with  good  business
                  practice.

         (X)      COPIES OF  DOCUMENTS.  All copies of all  Contracts  and other
                  documents delivered by Seller to Buyer in connection with this
                  Agreement  are true,  correct  and  complete  and  include all
                  modifications and amendments thereto.

         (Y)      INSIDER  INTERESTS.  No director,  officer,  employee or other
                  Affiliate  of Seller has any claim or other  right to, Lien on
                  or other  material  interest of any kind  whatsoever in any of
                  the Acquired Assets or any other real or personal, tangible or
                  intangible  property used in connection with the conduct of or
                  otherwise relating to the Business.

         (Z)      BROKERS,  FINDERS  AND AGENTS.  Neither  Seller nor any of its
                  Affiliates  is  directly  or  indirectly  obligated  to anyone
                  acting as a broker, finder or in any other similar capacity in
                  connection   with   this   Agreement   or   the   transactions
                  contemplated hereby, other than Alan Gottesman.

9.2      Representations  and Warranties of Buyer. Buyer represents and warrants
         to Seller that, as of the Closing Date:

         (A)      ORGANISATION  AND STANDING;  POWER AND  AUTHORITY.  Buyer is a
                  corporation duly organised and validly existing under the laws
                  of England and has full corporate power and authority to enter
                  into and perform this Agreement and the transactions and other
                  agreements and  instruments  contemplated  by this  Agreement.
                  This Agreement and each of the other Transaction  Documents to
                  which Buyer is a party have been (or, upon execution  thereof,
                  will be) duly executed and delivered by, and  constitute  (or,
                  upon execution thereof, will constitute) the valid and binding
                  obligations  of Buyer,  enforceable  in accordance  with their
                  respective  terms.  This  Agreement and the  transactions  and
                  other agreements and instruments contemplated hereby have been
                  duly approved by the board of directors of Buyer.

         (B)      CONFLICTS AND DEFAULTS.  Neither the execution and delivery of
                  this  Agreement and other  Transaction  Documents by Buyer nor
                  the  performance  by Buyer of its  obligations  hereunder  and
                  thereunder  will (i) violate,  conflict  with, or constitute a
                  default  under,  any  provision  of  Buyer's   memorandum  and
                  articles of association or any provisions of, or result in the

<PAGE>

                  acceleration  of any  obligation  under,  any contract,  sales
                  commitment,   license,  purchase  order,  security  agreement,
                  mortgage,  note,  deed,  lien,  lease or other  instrument  or
                  agreement  or  any  Law  by  which  Buyer  is  bound  or  (ii)
                  constitute  an event that,  after notice or passage of time or
                  both,  would result in any such violation,  conflict,  default
                  (except  defaults  that  would  not  individually  or  in  the
                  aggregate have a material  adverse effect),  acceleration,  or
                  creation or imposition  of Liens or other claims.  No Consents
                  are  required to be obtained by Buyer in  connection  with the
                  execution and  performance  of this Agreement by Buyer and the
                  consummation   of  the   transactions   contemplated  by  this
                  Agreement.

         (C)      LITIGATION.  Buyer is not  subject to any order of, or written
                  agreement   or   memorandum   of   understanding   with,   any
                  Governmental  Authority,  and there is no litigation,  action,
                  claim,  suit  or  other  proceeding  pending  or,  to  Buyer's
                  knowledge,   threatened  against  or  adversely  or  otherwise
                  affecting  Buyer  with  respect  to any  of  the  transactions
                  contemplated by this Agreement.

         (D)      BROKERS,  FINDERS  AND  AGENTS.  Neither  Buyer nor any of its
                  Affiliates is directly or indirectly  obligated to anyone as a
                  broker,  finder or in any other similar capacity in connection
                  with this Agreement or the transactions contemplated hereby.

9.3      Subject to Section  9.4(a) of the Framework  Agreement,  as such clause
         may  be  amended   pursuant  to  clause  14  of  this  Agreement,   the
         representations  and warranties  made in this Agreement or in any other
         Transaction Document shall survive the Closing.

10.      COVENANTS TO PROTECT GOODWILL

10.1     For a period of three years following the Closing Date, Seller will not
         (i)  compete  (as  defined in clause  10.3) with Buyer in the  Combined
         Delahaye  Business,  as such  business is being  conducted  immediately
         prior to the Closing  Date,  or (ii) solicit any employee of Buyer,  or
         any former  employee  of  Seller,  then  engaged in the  conduct of the
         Combined  Delahaye  Business to terminate  his or her  employment  with
         Buyer,  provided  that Seller will not be deemed to be in  violation of
         this  clause  (ii) as the  result of general  employment  solicitations
         through newspaper advertisements, internet postings and the like.

10.2     Seller will not engage in the  activities  described  in this clause 10
         during the three-year  period  specified in clause 10.1 anywhere in the
         world.

10.3     Seller  will be  deemed to be  competing  with  Buyer if,  and only if,
         Seller  or the  Seller  under  the  Framework  Agreement,  or any other
         Controlled  Affiliate  of the  Seller  under the  Framework  Agreement,
         renders services of the type generally offered by the Combined Delahaye
         Business  immediately  prior to the  Closing  Date in  connection  with
         client  assignments  or  projects  of a type that  would  typically  be
         handled by the  Combined  Delahaye  Business as  conducted  immediately
         prior to the Closing  Date,  provided  that,  for these  purposes,  the
         Combined  Delahaye Business shall not in any case be deemed to include,
         and the  restrictions  contained  in this clause 10 shall not apply to,
         (i) content creation, production, distribution and electronic broadcast
         monitoring services,  including but not limited to video news releases,
         live   event    broadcasts    (including    satellite    media   tours,
         videoconferences  and webcasting),  audio news releases and radio media
         tours, in formats that are suitable for broadcast news media or on-line
         media  outlets,  including  but not limited to the News IQ and Teletrax
         services  currently offered or currently  contemplated to be offered by
         Seller,  or (ii) the electronic  distribution  of news releases,  media
         advisories and press statements to the media and on-line  services.  In
         addition,  Seller  shall  not  be  deemed  to be in  violation  of  the
         provisions  of this clause 10 in the event that Seller shall  acquire a
         business  enterprise  that directly or  indirectly  engages in services
         competitive with the Combined Delahaye Business,  provided that (i) the
         annual revenues  generated from such  competitive  services  constitute

<PAGE>

         less  than  10  percent  of such  business  enterprise's  total  annual
         revenues and (ii) Seller disposes of such competing business enterprise
         within 12 months following such acquisition, provided that Seller shall
         not be obligated to dispose of any such competing  business  enterprise
         acquired  by Seller  within 12 months  prior to the  expiration  of the
         three-year period referred to in clause 10.1.

10.4     Inasmuch  as a breach of or failure to comply  with this clause 10 will
         cause serious and substantial  damage to Buyer, Buyer shall be entitled
         to an injunction  against Seller restraining it from any such breach or
         failure.  All remedies  expressly provided for herein are cumulative of
         any and  all  other  remedies  now  existing  at law or in  equity.  In
         addition to the remedies  provided for herein,  Buyer shall be entitled
         to avail  itself of all such  other  remedies  as may now or  hereafter
         exist  at law or in  equity  for  compensation  and  for  the  specific
         enforcement  of the covenants  contained  herein.  Resort to any remedy
         provided  for herein or provided  for by law shall not  preclude or bar
         the concurrent or subsequent employment of any other appropriate remedy
         or remedies or preclude the  recovery by Buyer of monetary  damages and
         other compensation..

10.5     For the purposes of this clause 10,  "Buyer" shall  include  Observer's
         direct and indirect subsidiaries,  as they may exist from time to time,
         and any Person deriving title to substantially  all the Acquired Assets
         and goodwill of the Business from Buyer.

10.6     Each  subclause of this clause 10  constitutes  a separate and distinct
         provision  hereof.  In the event that any  provision  of this clause 10
         shall finally be judicially  determined to be invalid,  ineffective  or
         unenforceable,  such determination shall apply only in the jurisdiction
         in which such  adjudication  is made and every other  provision of this
         clause  10  shall  remain  in  full  force  and  effect.  The  invalid,
         ineffective or  unenforceable  provision shall be deemed  automatically
         amended,  without further action by the parties, to effect the original
         purpose  and  intent  of  the  invalid,  ineffective  or  unenforceable
         provision  and to  otherwise  conform  to the  applicable  Laws of such
         jurisdiction,  provided  that  such  amendment  shall  apply  only with
         respect  to  the  operation  of  such   provision  in  the   particular
         jurisdiction in which such adjudication is made.

11.      EMPLOYEES

11.1     The parties  acknowledge and agree that pursuant to the Regulations the
         contracts  of  employment  between the Seller and the  Employees  (save
         insofar as such contracts  relate to any  occupational  pension scheme)
         will have effect after Closing as if originally  made between the Buyer
         and the Employees and all rights, powers, duties and liabilities of the
         Seller  thereunder  (other  than as  provided  in  Regulation  7 of the
         Regulations)  shall be  automatically  transferred  to the  Buyer  with
         effect from Closing.

11.2     The parties  acknowledge and agree that, save for the Employees,  it is
         not the  intention of the parties that the  contracts of  employment of
         any other  employees  of the Seller or any other member of the Seller's
         Group shall be transferred to the Buyer as a result of the transactions
         specified herein.

11.3     All the  obligations  of the  Seller  under or in  connection  with the
         contracts  of  employment  of the  Employees  arising in respect of any
         event or period on or prior to the Closing Date shall be performed  and
         discharged by the Seller and the Seller shall  indemnify the Buyer from
         and against any and all actions, proceedings,  costs, claims, expenses,
         demands, damages, awards (whether of compensation or otherwise), fines,
         penalties,  judgements,  order and liabilities  whatsoever  (including,
         without limitation, national insurance and pension entitlements and any
         liability to pay accrued holiday pay) which:

         (A)      relate to or arise out of or in connection with the employment
                  or dismissal of any of the Employees or any other  employee by
                  the Seller or any other  person or any act or  omission by the

<PAGE>

                  Seller or any other event occurring on or prior to the Closing
                  Date for which the Buyer is liable by reason of the  operation
                  of the  Regulations  or the  Directive  or  pursuant to clause
                  11.1; or

        (B)       (whether  or not in  respect  of a period  before or after the
                  Closing  Date)  relate to any  contract of  employment  of any
                  employee of the Seller or any other person  (other than any of
                  the  Employees)  in  respect of which the Buyer is liable as a
                  result of the  Regulations or the Directive or the termination
                  of any such contract (and in this  connection  the Buyer shall
                  terminate  such  contacts of  employment  promptly on becoming
                  aware of the same); or

         (C)      arise  from any  failure  by the  Seller  to  comply  with its
                  obligations made or contemplated by the Regulations

         save to the extent that such liability is specifically  included in the
         amount of any apportionments made pursuant to clause 6.

11.4     If for any  reason the  contracts  of  employment  of all or any of the
         Employees are not  automatically  transferred  to the Buyer pursuant to
         the  Regulations  or the  Directive  as a result of the transfer of the
         Business, the Seller hereby covenants to indemnify and keep indemnified
         the Buyer from and against any claim for redundancy  payment,  wrongful
         dismissal  or in  respect  of  any  unfair  dismissal  pursuant  to the
         Employment Rights Act 1996 or otherwise arising from the termination by
         the Seller of the contracts of employment of any of the Employees.

11.5     If the contract of  employment  of any person other than an Employee is
         deemed or claimed to take effect between the Buyer and such person as a
         result of the Regulations and/or the Directive, the Buyer shall and may
         at its absolute  discretion serve notice of that fact or claim upon the
         Seller within 14 Business Days of becoming  aware of that fact or claim
         and between 7 and 14 Business Days after such notice has been served on
         the Seller,  the Buyer may give  notice to such  person to  immediately
         terminate  the  employment  of  such  person.  In  the  event  of  such
         termination,  the indemnity given by the Seller pursuant to clause 11.4
         shall apply to such termination as if such termination had been made by
         Seller.

11.6     The Seller  undertakes to authorise and hereby  authorises  each of the
         Employees to disclose to the Buyer after Closing all information in his
         possession  relating to the  Business  notwithstanding  any term of his
         employment  with the Seller  (whether  express or implied)  which would
         otherwise preclude him from so doing.

11.7     The Buyer hereby  undertakes  that it will provide the Seller with such
         information  at such time as will enable the Seller to perform any duty
         imposed on it by the  Regulations  or the Directive to inform  employee
         representatives or trade union  representatives of any matters relating
         to the transactions specified herein.

         The Buyer  hereby  undertakes  to Seller  fully to  indemnify  and keep
         indemnified  the Seller against all losses,  damages,  costs,  actions,
         awards, penalties, fines, proceedings, claims, demands, liabilities and
         expenses  (including  without  limitation legal and other  professional
         fees and expenses) which the Seller may suffer,  sustain, incur, pay or
         be put to by  reason  or on  account  of or  arising  from  any  act or
         omission of the Buyer in relation to an Employee  occurring on or after
         Closing  (including  any liability for wrongful or unfair  dismissal or
         redundancy payments).

<PAGE>

12.      USE OF NAME.

         For a period of 180 days  following the Closing Date,  Buyer shall have
         the royalty-free right to use Seller's name in the following context in
         connection with Buyer's operation of the Business:  "Delahaye  Romeike,
         formerly Delahaye Medialink."

13.      GROSSING-UP

13.1     If the Buyer makes a payment or suffers a loss ("THE  LOSS") in respect
         of  which  the  Buyer  is  entitled  to  be  indemnified  or  otherwise
         compensated by any member of the Seller's Group under this Agreement or
         under the Framework  Agreement and payment so made by any member of the
         Seller's  Group ("THE  PAYMENT")  is subject to tax in the hands of the
         Buyer or a  withholding  on account of tax, the Seller shall pay to the
         Buyer such additional amount as ensures that the Buyer is left with the
         same amount as it would have been entitled to receive in the absence of
         any such tax  liability or  withholding  PROVIDED THAT the Seller shall
         not be under any  obligation  to make an increased  payment  under this
         clause  13.1 to the  extent the Loss is  deductible  in  computing  the
         Buyer's tax liability in respect of the Payment.

13.2     Any additional payment due by the Seller to the Buyer under clause 13.1
         shall be payable by the Seller on the later of:

         (A)      five Business Days before the last date on which the Buyer can
                  discharge the tax liability arising as a result of the Payment
                  without  incurring  a  liability  for  penalties  or  interest
                  thereon;

         (B)      five  Business  Days  after  written  demand  has been made in
                  respect thereof by the Buyer.

13.3     If an  increased  amount is paid to the Buyer under clause 13.1 and the
         Buyer  later  obtains a credit or  deduction  in respect of the Loss in
         computing  its tax  liability  the Buyer shall  reimburse to the Seller
         within five  Business Day of utilising  credit or deduction  the lesser
         of:

         (A)      the increased amount so paid; and

         (B)      the  amount  the  Buyer  saves  in  tax  as a  consequence  of
                  utilising the credit or deduction.

14. INCORPORATION OF PROVISIONS OF FRAMEWORK AGREEMENT

14.1     The  following  provisions  of  the  Framework  Agreement,   with  such
         modifications  as are set forth in this clause 14,  shall apply to this
         Agreement as if such  provisions  of the Framework  Agreement  were set
         forth  herein.  For purposes of such  incorporation,  unless  otherwise
         specified,  references  in  provisions  of the  Framework  Agreement to
         "Seller"  are to Seller as defined  in this  Agreement,  references  in
         provisions  of the  Framework  Agreement  to  "Buyer"  are to  Buyer as
         defined in this  Agreement,  references  in provisions of the Framework
         Agreement  to  "Agreement"  are to this  Agreement  and  references  in
         provisions of the Framework  Agreement to "US Delahaye  Business" shall
         be replaced by references to the "Business".

         (A)      Sections 6.1, 6.2, 6.3 and 6.4,

         (B)      Sections 7.1, 7.2, 7.3 and 7.4;

         (C)      Section 8.1;

<PAGE>

         (D)      Section 8.5 (with references to "Assigned Accounts Receivable"
                  being Assigned  Accounts  Receivable under this Agreement) and
                  Section 8.6;

         (E)      Sections  9.3 and 9.5  (in  each  case,  with  respect  to any
                  indemnity claim hereunder).

         (F)      Section 10.11(d).

14.2     All  limitations  on  the  liability  of  Seller  under  the  Framework
         Agreement  shall have the effect of limiting  the  liability  of Seller
         under this Agreement. In particular the provisions of Section 9.4(c) of
         the Framework  Agreement set forth the total joint maximum liability of
         Seller under this Agreement and Seller under the Framework Agreement.

15.      ACTIONS AFTER CLOSING

15.1     Immediately  after  Closing  notice of assignment in the Agreed Form of
         each of the Assigned Accounts  Receivable shall be sent by the Buyer to
         each of the debtors.

15.2     If  at  any  time  after  Closing  the  Seller  receives  any  notices,
         correspondence,  information,  orders  or  enquiries  relating  to  the
         BusinesS other than the Retained  Assets and the Retained  Liabilities,
         it will  forthwith  deliver  them to the Buyer and title in them  shall
         vest in the Buyer.

15.3     If  at  any  time  after  Closing  the  Buyer   receives  any  notices,
         correspondence,  information order or enquiries  relating to any assets
         or  liabilities  of the Seller other than the  Acquired  Assets and the
         Assumed  Liabilities  or relating to any  business of the Seller  other
         than the Business it will promptly deliver them to the Seller and title
         in them shall vest in the Seller.

15.4     All monies or other items  comprising part of the Acquired Assets which
         are  received  by the Seller  after  Closing or for which the Seller is
         obliged  pursuant to any provision of this  Agreement to account to the
         Buyer will be paid or delivered to the Buyer forthwith upon receipt and
         in any event  pending  payment any monies so received  shall be held on
         trust  absolutely for the Buyer and separately from all other monies of
         the Seller. In default of payment within seven days of receipt any such
         monies shall carry interest  calculated on a daily basis (as well after
         as before  judgment  or  liquidation)  from the date of  receipt by the
         Seller  until the date of actual  payment to the Buyer at the rate of 3
         per cent above the base rate from time to time of Barclays Bank plc.

16.      COSTS

         Each party  hereto  shall pay its own costs and expenses in relation to
         the  preparation  and  execution of this  Agreement  and all  documents
         ancillary hereto.

17.      ANNOUNCEMENTS

         Save as otherwise  permitted under the Framework  Agreement or required
         by law, no public announcement shall be made by the Seller or the Buyer
         in respect of the subject matter of this Agreement and whether  before,
         on or after  Closing,  except as may  otherwise be agreed in writing by
         the Seller and the Buyer.

18.      ENFORCEABILITY AND SEVERABILITY

         Each   of  the   agreements,   undertakings,   covenants,   warranties,
         indemnities and other  obligations of the parties entered into pursuant
         hereto  (including  without  limitation  under clause 9) is  considered
         reasonable  by the parties but in the event that any  provision or part
         thereof shall be held void or unenforceable or in conflict with the law
         of any  state or  jurisdiction  any  provision  or part so held void or

<PAGE>

         unenforceable  or in conflict as  aforesaid  shall be severed from this
         Agreement  or other  document  in which it is  contained  or  otherwise
         modified to become valid and enforceable  insofar as it relates to that
         state or jurisdiction only and the  enforceability  and validity of any
         other parts or provisions of this Agreement and such document shall not
         be affected by such severance or modification.

19.      ENTIRE AGREEMENT

19.1     This Agreement together with the Framework  Agreement and all documents
         in Agreed Form  referred to herein and  therein  constitute  the entire
         agreement  between the parties and  supersede  and replace any previous
         agreement,  understanding,   undertaking,  representation,   statement,
         warranty and arrangement of any nature  whatsoever  between the parties
         relating to the subject  matter of this Agreement or the said documents
         in Agreed Form.

19.2     Nothing in this clause  shall have the effect of limiting or  excluding
         any liability arising as a result of fraud.

20.      SURVIVAL OF PROVISIONS

         Notwithstanding Closing, the provisions of this Agreement shall, to the
         extent that they remain to be performed  or are capable of  subsisting,
         remain  in  full  force  and  effect  and  shall  be  binding  on,  and
         enforceable by, the parties or their respective successors.

21.      GENERAL

21.1     This  Agreement  shall be binding on and shall  inure to the benefit of
         each party's  successors and assigns of each of the parties hereto, but
         no rights,  obligations or liabilities hereunder shall be assignable by
         any party without the prior written consent of the other party.

21.2     Notwithstanding  clause 21.1 and save for an assignment by the Buyer of
         its rights under this Agreement to any  Affiliate,  none of the parties
         may  assign or  transfer  any of its  rights  or  benefits  under  this
         Agreement without the prior written consent of the other party.

21.3     No failure  or delay by the Buyer in  exercising  any  right,  power or
         privilege  under this  Agreement  shall operate as a waiver thereof nor
         shall any single or partial  exercise by the Buyer of any right,  power
         or privilege  preclude any further  exercise thereof or the exercise of
         any other right, power or privilege.

21.4     The  rights  and  remedies  herein  provided  are  cumulative  and  not
         exclusive of any rights and remedies provided by law.

21.5     No  provision  of this  Agreement  may be  amended,  modified,  waived,
         discharged  or  terminated,  otherwise  than  by  the  express  written
         agreement of the parties  hereto nor may any breach of any provision of
         this Agreement be waived or discharged  except with the express written
         consent of the parties.

21.6     This  Agreement  may be  executed in  counterparts  each of which shall
         constitute an original but which together shall  constitute but one and
         the same document.

22.      NOTICES

22.1     Any notice or other  communication  given or made under this  Agreement
         shall be in writing and may be delivered to the relevant  party or sent
         by first class prepaid letter,  telex or facsimile  transmission to the
         address of that party  specified  in this  Agreement or to that party's
         telex or facsimile transmission number thereat or such other address or
         number as may be notified hereunder by that party from time to time for
         this purpose.

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22.2     Each such notice or communication shall be deemed to have been given or
         made and  delivered,  if by  letter,  48  hours  after  posting,  if by
         delivery,  when  left at the  relevant  address  and,  if by  telex  or
         facsimile  transmission,  on receipt by the party  giving the notice or
         communication of the recipient's  confirmation of receipt answerback at
         the end of transmission.

22.3     The Buyer  shall at the same time as  serving  any notice on the Seller
         serve a copy of such notice on the Seller's Guarantor.

23.      GOVERNING LAW

         This  Agreement  shall be governed by and  construed in all respects in
         accordance  with  English  law and the  parties  hereby  submit  to the
         non-exclusive  jurisdiction  of the English Courts as regards any claim
         or matter arising in relation to this Agreement.

24.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

24.1     The  parties  agree and  acknowledge  that except as  expressly  stated
         otherwise with reference to this clause 24.1:

(A)               Except for purposes of giving to Bacon's  Information Inc. the
                  benefit of the Framework Agreement,  nothing in this Agreement
                  is  intended to benefit any person who is not a party to it (a
                  "NON-PARTY")   and  accordingly   (except  as  so  stated)  no
                  Non-Party has any right under the  Contracts  (Rights of Third
                  Parties) Act 1999 to enforce any term of this Agreement; and

(B)               no  consent  of  any  Non-Party  shall  be  required  for  any
                  rescission of or amendment to this Agreement.

         The  provisions  of clause  23.1 do not affect any right or remedy of a
         third party which exists or is available otherwise than by operation of
         the Contracts (Rights of Third Parties) Act 1999.

IN WITNESS  whereof this Agreement has been duly executed the day and year first
above written.

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SIGNED by                               )
on behalf of Medialink UK Limited in    )
the presence of:                        )





SIGNED by                               )
on behalf of Romeike Limited            )
in the presence of:                     )