Exhibit 10.13

      EMPLOYMENT AGREEMENT (the "Agreement"),  dated as of September 9, 2005, by
and  between  MEDIALINK  WORLDWIDE  INCORPORATED,  a Delaware  corporation  with
offices at 708 Third Avenue, New York, New York 10017 (the  "Corporation"),  and
Lawrence A. Thomas, an individual  residing at 204 Borden Road,  Middletown,  NJ
07748 ("Employee").


                              W I T N E S S E T H:

      WHEREAS,  the Corporation  desires to retain the services of Employee upon
the terms and conditions hereinafter set forth; and

      WHEREAS,  Employee  desires to render services to the Corporation upon the
terms and conditions hereinafter set forth.

      NOW, WHEREFORE, the parties mutually agree as follows:

      Section 1.  Employment.  The Corporation  employs Employee and Employee on
the Effective Date accepts such  employment,  as Chief Operating  Officer of the
Corporation, subject to the terms and conditions set forth in this Agreement.

      Section 2. Duties.

            2.1.  Chief  Operating  Officer.  Employee  shall be employed as the
Corporation's  Chief Operating  Officer.  Employee shall report to, and properly
perform  such  duties  as may be  assigned  to him  from  time to time  by,  the
Corporation's Chairman and Chief Executive Officer and the Board of Directors of
the Corporation as the case may be. During the term of this Agreement,  Employee
shall devote all of his available business time to the performance of his duties
hereunder.

            2.2. Teletrax; US Newswire Division. During the period commencing on
the Effective  Date and ending on the first  anniversary  thereof,  and for such
longer period as the Board of Directors shall determine,  Employee shall have no
authority  or  control  over  the   Corporation's  TTX  (US)  LLC  and  Teletrax
subsidiaries  (collectively  "Teletrax") or US Newswire division ("USN") and the
presiding officers of Teletrax and USN shall have no reporting responsibility to
Employee.

<PAGE>


            2.3.  Solicitation  Restrictions.  Employee  agrees  that during the
period  commencing  on the  Effective  Date and ending on the first  anniversary
thereof,  and for such longer  period  during the term of this  Agreement as the
Board of Directors  shall  determine,  he shall not solicit or direct  others to
solicit,  any customers or prospective  customers of Employee's  former employer
with whom Employee had contact,  or which  Employee  gained  knowledge of, while
employed by his former  employer.  The parties  agree and  acknowledge  that the
Corporation has in its possession, without the assistance of Employee, knowledge
of  the  identity  of  Employee's  former  employer's   customers,   prospective
customers,  and potential  customers.  It is understood that the Corporation may
assign other personnel to solicit or direct others to solicit,  as it has in the
past,  such  customers  and potential and  prospective  customers.  In addition,
Employee  agrees that during the period  commencing  on the  Effective  Date and
ending on the first anniversary  thereof,  and for such longer period during the
term of this Agreement as the Board of Directors shall  determine,  he shall not
solicit  for hiring or direct  others to solicit for hiring,  any  employees  of
Employee's former employer.

            2.4.  No  Admission  of  Enforceability.   The  provisions  of  this
Agreement shall in no way be deemed to be an admission by either the Corporation
or Employee that any purportedly  restrictive  covenants to which Employee is or
may be subject are valid or enforceable.

            Section 3. Term of  Employment.  The term of  Employee's  employment
shall  commence  on the date hereof (the  "Effective  Date") and shall  continue
until terminated in accordance with Section 5.

      Section 4. Benefits.

            4.1.  Compensation.   The  Corporation  shall  pay  to  Employee  as
compensation for his services hereunder an annual salary ("Salary") in an amount
equal to Two Hundred and Fifty Thousand ($250,000) Dollars.

            4.2.  Expenses.  The Corporation shall pay or reimburse Employee for
all reasonable and necessary business,  travel or other expenses incurred by him
with the prior consent of the Corporation, upon proper documentation thereof, in
connection with the rendition of the services contemplated hereunder.

            4.3. Benefits. During the term of this Agreement,  Employee shall be
entitled to participate in such pension, profit sharing, group insurance, option
plans,  hospitalization,  group health  benefit plans and all other benefits and
plans as the Corporation provides to its employees.

            4.4.  Discretionary  Payments.  Nothing  herein  shall  preclude the
Corporation from paying Employee such additional bonuses or other  compensation,
as the Board of Directors, in its discretion, may authorize from time to time.

            4.5. Stock Options.

                  (a) Upon the Effective Date, Employee shall receive,  pursuant
to the Corporation's Amended and Restated Stock Option Plan, options to purchase
20,000  shares of the  Corporation's  common  stock,  such  options  to be at an
exercise price equal to the closing price for the Corporation's  common stock as
of the end of the business day immediately  preceding the Effective Date. During
the term of this  Agreement,  Employee  shall  receive  on each of the first and
second  anniversaries  of the  Effective  Date,  additional  options to purchase
20,000  shares of the  Corporation's  common  stock,  such  options  to be at an
exercise price equal to the closing price for the Corporation's  common stock as
of the end of the  business  day  immediately  preceding  the first  and  second
anniversaries of the Effective Date, as the case may be.


                                       2
<PAGE>

                  (b) The options granted to Employee in accordance with Section
4.5(a) shall be governed by the Corporation's  Amended and Restated Stock Option
Plan and shall vest in twenty (20%) percent  increments  commencing on the grant
date and continuing on each of the first four anniversaries thereof.

                  (c) Upon the death or Disability,  as hereinafter  defined, of
Employee or in the event Employee is terminated  Without  Cause,  as hereinafter
defined,  or as a result of a Change in Control,  as  hereinafter  defined,  all
stock options granted to Employee,  under the Corporation's Amended and Restated
Stock Option Plan,  including  non-vested options,  shall  automatically  become
vested and immediately exercisable.

            4.6. Bonus.

                  (a)  For  calendar  year  2005,  Employee  shall  receive  the
following:

                        (i)  a  bonus  equal  to  $30,000  to  be  paid  by  the
                  Corporation within thirty (30) days of the Effective Date;

                        (ii) a bonus equal to $30,000 to be paid upon the filing
                  of the  Corporation's  Form 10-K for the year ending  December
                  31, 2005;

                  (b) For  calendar  year 2005,  Employee  shall be  eligible to
receive the following:

                        (i) a bonus of up to $24,000 based on the  Corporation's
                  performance  with respect to certain  financial  targets to be
                  agreed upon by the Corporation and Employee; and

                        (ii) a bonus of up to $16,000 based on the Corporation's
                  performance  with  respect to certain  functional  goals to be
                  agreed upon by the Corporation's Chairman and Employee.

                  (c) For calendar year 2006 and each calendar year  thereafter,
Employee  shall be eligible to receive a bonus equal to up to sixty (60%) of his
base  salary  based on the  Corporation's  performance  with  respect to certain
financial  targets  and  functional  goals,  each  to  be  agreed  upon  by  the
Corporation and Employee.

                  (d) The  Corporation's  Chairman  and  Compensation  Committee
shall determine,  using commercially reasonable standards,  whether Employee has
earned the  bonuses set forth above  based on their  relative  criteria.  Unless
noted  otherwise,  any bonus, to the extent earned,  shall be payable within 120
days of the end of the calendar year to which such bonus relates.


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<PAGE>

                  (e)  If  any of the  Corporation's  financial  statements  are
required  to be  restated,  resulting  from  errors,  omissions,  or fraud,  the
Corporation may (in its sole  discretion,  but acting in good faith) recover all
or a portion of any  performance  bonus  paid to  Employee  with  respect to any
fiscal year of the  Corporation  the financial  results of which are  negatively
affected by such restatement.  The amount to be recovered from Employee shall be
the amount by which the affected  bonus exceeded the amount that would have been
payable to such participant had the financial statements been initially filed as
restated.  The Corporation's  Compensation Committee shall determine whether the
Corporation  shall  effect  any such  recovery  (i) by  seeking  repayment  from
Employee;  (ii) by  reducing  (subject  to  applicable  law and  the  terms  and
conditions of the applicable agreement, plan, program or arrangement) the amount
that would  otherwise be payable to Employee;  (iii) by  withholding  payment of
future  increases in  compensation  (including the payment of any  discretionary
bonus amount) or grants of  compensatory  awards that would  otherwise have been
made in accordance  with the  Corporation's  otherwise  applicable  compensation
practices; or (iv) by any combination of the foregoing.

            4.7. SERP; Deferred Compensation.

                  (f)  Upon  presentation  to the  Corporation  by  Employee  of
documentation  satisfactory to the Corporation which evidences  Employee's fully
vested matching Allocation Account ending balance in the SERP Plan of Employee's
previous  employer  ("Ending  Balance"),  irrespective of the application of any
non-compete or "bad boy" clauses,  the Corporation shall deposit an amount equal
to  the  Ending  Balance  into  a  deferred   compensation   account  ("Deferred
Compensation Account") for the benefit of Employee,  which Deferred Compensation
Account  shall be fully  vested.  Employee  agrees  to use his best  efforts  to
withdraw  any and all funds  available  to him from the SERP Plan of  Employee's
previous  employer.  In the event  Employee  receives any proceeds from the SERP
Plan of Employee's  previous employer,  Employee shall so notify the Corporation
and the  Corporation  shall be  entitled  to reduce  the  credit  in  Employee's
Deferred Compensation Account by the amount so received by Employee.

                  (g) The Deferred  Compensation Account shall be in the form of
a money market account,  certificate of deposit or similar instrument, or mutual
funds (collectively, "Investment Funds"), as directed by Employee.

                  (h) All interest, dividends, gains, losses and other additions
or  returns  thereon  shall be  credited  to  Employee's  Deferred  Compensation
Account.

                  (i) The amount of the Deferred  Compensation  Account shall be
paid to Employee upon his reaching the earlier of age of sixty-five  (65) or the
Corporation's normal retirement age, if any, provided,  however, that the amount
of the Deferred  Compensation Account shall be payable to Employee in all events
upon the date which is six (6) months after the effective date of termination of
Employee's  employment,  if such  termination is earlier than sixty-five (65) or
the Corporation's normal retirement age, if any.

                  (j) It is the  intention  of the  parties  that  all  deferred
compensation  hereunder shall constitute an unfunded arrangement for purposes of
Title I of  Employee  Retirement  Income  Security  Act of 1974  and all  rights
created  pursuant to this  Agreement  with respect to the deferred  compensation
shall  be an  unsecured  contractual  right  of  Employee,  his  estate  and his
beneficiaries against the Corporation. Employee acknowledges that any assets the
Corporation  invests are  intended to provide the  Corporation  with a source of
funds to assist it in meeting its liabilities  under this Agreement and that the
assets in the  separate  funds are  subject to the  claims of the  Corporation's
general creditors under Federal and state law in the event of insolvency.


                                       4
<PAGE>

            4.8. Indemnification; Legal Representation.

                  (a) Subject to subsection (c) below, the Corporation agrees to
indemnify  and hold Employee  harmless  from any and all liability  Employee may
incur  as  a  result  of  Employee's  violation  or  alleged  violation  of  the
purportedly  restrictive  covenants  specified  on  Exhibit A  attached  hereto;
provided  that such  violation  or alleged  violation  is related to  Employee's
employment with the Corporation.

                  (b) Subject to subsection (c) below, the Corporation agrees to
supply,  by counsel chosen by the Corporation,  legal  representation  to defend
Employee from any action  threatened or brought by  Employee's  former  employer
relating to his employment with the Corporation.

                  (c) In the event  any of the  conditions  precedent  specified
below are not satisfied,  then the Corporation shall be under no duty to provide
indemnification or legal representation for Employee. As conditions precedent to
Employee's right to  indemnification  and legal  representation  provided by the
Corporation:

                        (i)  Employee  shall  give  the  Corporation  notice  in
                  writing  within ten (10) days of any claim made, or threatened
                  to  be  made,   against  him  for  which  the   provision   of
                  indemnification  or legal  representation  by the  Corporation
                  will or could be sought; and

                        (ii) Employee  shall not, at the time such claim is made
                  or  threatened to be made, or at any time during the provision
                  of indemnification or legal representation by the Corporation,
                  be in  breach  of a  material  provision  of  this  Agreement,
                  including without limitation,  Employee's  representations and
                  warranties contained herein; and

                        (iii)   Employee   shall   fully   cooperate   with  the
                  Corporation  in  connection  with any  matter  for  which  the
                  Corporation provides  indemnification or legal representation;
                  and

                        (iv) This  Agreement  shall not have been  terminated at
                  the time such claim is made or  threatened  to be made,  or at
                  any time  during the  provision  of  indemnification  or legal
                  representation  by the Corporation,  except that a termination
                  by the  Corporation  Without  Cause (as  hereinafter  defined)
                  shall not, for purposes of this Section  4.8(c)(iv)  only,  be
                  deemed a termination of this Agreement.


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<PAGE>

                  (d) The  provisions  of this Section shall in no way be deemed
to be an admission by either the  Corporation  or Employee that any  purportedly
restrictive  covenants  to which  Employee  is or may be  subject  are  valid or
enforceable.

      Section 5. Termination.

            5.1. Termination of Employment.  This Agreement shall terminate upon
the death,  Disability,  as  hereinafter  defined,  termination of employment of
Employee For Cause,  as  hereinafter  defined,  termination of the employment of
Employee  Without Cause or because  Employee  voluntarily  leaves his employment
hereunder.

            5.2.  Termination  For Cause or  Employee's  Voluntary  Departure or
Employee's  Death. In the event of a termination  For Cause or because  Employee
voluntarily leaves his employment  hereunder or as a result of Employee's death,
the Corporation  shall pay Employee,  through the date of  termination,  all (i)
accrued and unpaid  Salary and bonus;  (ii) accrued and unused  vacation;  (iii)
incurred, but unreimbursed expenses; and (iv) in accordance with Section 4.7(d),
the balance in Employee's Deferred  Compensation  Account. The Corporation shall
have no further obligation to Employee hereunder.

            5.3. Termination Without Cause.

                  (a) A  termination  "Without  Cause"  shall be deemed to occur
upon the termination by the Corporation of Employee's  employment for any reason
other than upon a Change in Control,  Employee's death or Disability,  For Cause
or Employee's voluntarily leaving his employment hereunder;

                  (b)  It  shall  also  be  deemed  to be a  termination  by the
Corporation  Without  Cause in the event  Employee  voluntarily  terminates  his
employment  hereunder upon the occurrence of (i) a significant adverse change in
Employee's working condition or status, such that Employee's employment has been
effectively terminated;  or (ii) a reduction in Employee's base salary; or (iii)
the  Corporation's  treatment  of  Employee  such  that  Employee  is  unable to
participate in the Corporation's incentive and employee benefit plans on a level
which is consistent with the  Corporation's  other senior level  executives;  or
(iv) the  relocation  of Employee's  office  location more than fifty (50) miles
from its current  location;  or (v) any breach by the  Corporation of a material
provision of this  Agreement  which remains  uncured  fifteen (15) calendar days
after notice thereof from Employee.

                  (c) The  Corporation  shall  be  permitted,  at any  time,  to
terminate  Employee's  employment  hereunder  Without  Cause.  In the event of a
termination  Without Cause, the Corporation  shall pay Employee through the date
of  termination  (in  addition to the benefits  set out in  subsections  (d)-(f)
below),  all (i) accrued and unpaid  Salary and bonus;  (ii)  accrued and unused
vacation; (iii) incurred, but unreimbursed expenses; and (iv) in accordance with
Section 4.7(d), the balance in Employee's Deferred Compensation Account.

                  (d) In the event of a termination Without Cause within six (6)
months of the Effective Date, then Employee shall receive his Salary for six (6)
months after such termination.


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<PAGE>

                  (e) In the event of a termination  Without Cause after six (6)
months from the  Effective  Date,  then  Employee  shall  receive his Salary for
twelve (12) months after such termination.

                  (f) In  addition  to the  Salary  continuation  benefit as set
forth  above,  Employee  shall be entitled to  continue  to  participate  in the
hospitalization, group health benefit and disability plans of the Corporation on
the same terms and conditions as immediately  prior to his  termination for such
period as his Salary continues.

            5.4. Termination Upon Disability. In the event of a termination upon
the Disability of Employee,  the Corporation shall pay to Employee or any person
designated  by Employee  during the first six (6) months  immediately  after the
termination  of  employment  due to such  Disability,  the  Salary  which  would
otherwise be payable to Employee less any amounts  Employee  receives  under any
disability  insurance  plans. In addition,  the Corporation  shall pay the COBRA
insurance  premiums of Employee and his  dependents  for six (6) months from the
date of Disability.  Employee hereby acknowledges that payments pursuant to this
Section 5.4 are in lieu of Employee's  receipt of funds under the  Corporation's
Salary  Continuation  Plan and that  Employee  hereby  agrees  to  assign to the
Corporation  any  benefits  that he may be  entitled  to  under  any  disability
insurance plans of the Corporation.

            5.5. Definition of "For Cause". As used herein, the term "For Cause"
means (i) Employee's  indictment,  plea or conviction of any criminal  violation
involving dishonesty,  fraud, breach of trust or any other crime involving moral
turpitude which constitutes a felony,  whether or not involving the Corporation;
(ii) Employee's willful engagement in gross misconduct in the performance of his
duties that materially  injures the Corporation;  (iii) Employee's gross neglect
of his duties under this Agreement;  (iv) Employee's  violation of Sections 9 or
10 of this  Agreement;  (v) Employee's  habitual  drunkenness or habitual use of
illegal  substances;  (vi)  behavior by  Employee  which is  detrimental  to the
Corporation's  reputation;  (vii) Employee's  willful and continuous  failure to
substantially perform his duties under this Agreement, including but not limited
to failure  resulting from gross  insubordination;  or (viii) Employee's acts or
omissions  which cause the  Corporation's  securities  filings to be inaccurate,
false or misleading.  A termination of Employee pursuant to subparagraphs  (iii)
or (vii) shall occur only after the Board provides written notice to Employee of
his failure and 10 calendar days'  opportunity  to cure such failure.  An act of
Employee  will not be deemed  "willful"  unless  done or  omitted  to be done by
Employee  not in good  faith  and  without  reasonable  belief  that  the act or
omission was in the Corporation's best interests.

      Section 6. Disability.

            6.1.  Definition.  In the event  Employee is mentally or  physically
incapable or unable to perform his regular and  customary  duties of  employment
with the  Corporation for a period of ninety (90) days in any one hundred twenty
(120) day period during the Term,  Employee shall be deemed to be suffering from
a "Disability".


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<PAGE>


            6.2. Payment During  Disability.  In the event Employee is unable to
perform his duties  hereunder by reason of a disability,  which  disability does
not constitute a Disability,  the Corporation shall continue to pay Employee his
Salary and benefits  during the  continuance of such disability less any amounts
Employee receives under the Corporation's Salary Continuation Plan or disability
insurance plans as further described in the Corporation's Employee Handbook.

            Section 7.  Vacations.  Employee shall be entitled to four (4) weeks
vacation each year.  Employee's Salary shall be paid in full during his vacation
and  personal  days.  Employee  shall take his vacation at such time or times as
Employee and the Corporation shall determine is mutually convenient.

      Section 8. Change in Control.

            8.1.  Change in  Control  Defined.  A "Change in  Control"  shall be
deemed to occur upon the  earliest to occur after the date of this  Agreement of
any of the following events;  provided,  however, that a Change in Control shall
not be deemed to have occurred if the transaction or event which would otherwise
trigger the Change in Control was  approved in advance by the Board of Directors
which Board of Directors was comprised of a majority of Continuing Directors (as
such term is hereafter defined).

                  (a)  Acquisition  of Stock  by Third  Party.  Any  Person  (as
hereinafter  defined)  is  or  becomes  the  Beneficial  Owner  (as  hereinafter
defined),  directly or indirectly, of securities of the Corporation representing
fifty (50%)  percent or more of the combined  voting power of the  Corporation's
then outstanding securities;

                  (b)  Change in Board of  Directors.  The date when  Continuing
Directors cease to be a majority of the Directors then in office;

                  (c) Corporate Transactions.  The effective date of a merger or
consolidation of the Corporation  with any other entity,  other than a merger or
consolidation  which would result in the voting  securities  of the  Corporation
outstanding  immediately  prior to such merger or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities of the surviving  entity) more than 51% of the combined  voting power
of the voting securities of the surviving entity  outstanding  immediately after
such merger or consolidation  and with the power to elect at least a majority of
the board of directors or other governing body of such surviving entity;

                  (d)   Liquidation.   The   approval   by   the   Corporation's
shareholders  of a complete  liquidation of the  Corporation or an agreement for
the sale or disposition by the  Corporation of all or  substantially  all of the
Corporation's assets;

                  (e) Acquisition by Employee's  Former Employer.  The effective
date  of the  acquisition  by  Employee's  most  immediate  former  employer  of
effective control of the Corporation; and


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<PAGE>

                  (f) Other  Events.  There  occurs any other  event of a nature
that would be required  to be reported in response to Item 6(e) of Schedule  14A
of Regulation 14A (or a response to any similar item on any similar  schedule or
form) promulgated under the Exchange Act, whether or not the Corporation is then
subject to such reporting requirement.

            8.2. Termination Following Change in Control.

                  (a) The  Corporation  will  provide or cause to be provided to
Employee the rights and benefits described in Section 8.3 if, within twelve (12)
months  following a Change in Control,  the  Corporation  terminates  Employee's
employment  for reasons  other than as a result of (i)  Employee's  death,  (ii)
Employee's  Disability;  (iii) For Cause; or (iv) Employee's voluntarily leaving
his  employment  hereunder  other than for a reason set forth in subsection  (b)
below.

                  (b) The  Corporation  will  provide or cause to be provided to
Employee the rights and benefits described in Section 8.3 if, within twelve (12)
months following a Change in Control,  Employee terminates Employee's employment
following the occurrence of any of the following events:

                        (i)  the   assignment  of  Employee  to  any  duties  or
                  responsibilities  that are  inconsistent  with  his  position,
                  duties,  responsibilities or status immediately preceding such
                  Change   in   Control,   or  a   change   in   his   reporting
                  responsibilities or position at the Corporation;

                        (ii) the reduction of Employee's Salary;

                        (iii) the failure to  continue  in effect the  incentive
                  plans,   employee   benefits  plans  and  other   compensation
                  policies,   practices  and   arrangement   in  which  Employee
                  participated  immediately before the Change in Control, or the
                  failure to continue Employee's  participation on substantially
                  the  same  basis,  both in  terms  of the  amount  of  benefit
                  provided  and the  level of  participation  relative  to other
                  participants;

                        (iv) the transfer of Employee to a location more than 25
                  miles from his  location at the time of the Change in Control,
                  or a  material  increase  in the  amount  of  travel  normally
                  required of Employee in connection  with his employment by the
                  Corporation;

                        (v) the good faith determination by Employee that due to
                  the Change in Control  (including any changes in circumstances
                  at  the  Corporation   that  directly  or  indirectly   affect
                  Employee's position, duties,  responsibilities or status as in
                  effect immediately  preceding such Change in Control) he is no
                  longer  able   effectively   to   discharge   his  duties  and
                  responsibilities;


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<PAGE>


                        (vi) the  Corporation's  failure to pay to Employee  any
                  portion  of  Employee's  current  compensation  or to  pay  to
                  Employee   any   portion  of  an   installment   or   deferred
                  compensation  under any deferred  compensation  program of the
                  Corporation   within   seven   (7)  days  of  the  date   such
                  compensation is due;

                        (vii) the  Corporation's  failure to continue to provide
                  Employee with benefits  substantially similar in the aggregate
                  to those  enjoyed by Employee  under any of the  Corporation's
                  life  insurance,  medical,  health and  accident,  disability,
                  pension,  retirement,  or other  benefit plans or practices in
                  which  Employee and  Employee's  eligible  family members were
                  eligible to participate  in immediately  preceding such Change
                  in Control,  the taking of any action by the Corporation  that
                  would  directly or  indirectly  materially  reduce any of such
                  benefits,  or  the  failure  by  the  Corporation  to  provide
                  Employee  with  the  number  of paid  vacation  days to  which
                  Employee is entitled on the basis of years of service with the
                  Corporation  in  accordance  with  the  Corporation's   normal
                  vacation policy in effect immediately preceding such Change in
                  Control; or

                        (viii) any  material  breach by the  Corporation  of any
                  provision of this Agreement.

            8.3.  Payment on Change in Control.  In the event of the termination
of Employee's employment under any of the circumstances set forth in Section 8.2
("Change in Control Termination"), the Corporation and/or its successor shall be
obligated  to pay to  Employee a lump sum in an amount  equal to: (i) his annual
salary at the date of the  Change  in  Control  Termination;  and (ii) the bonus
declared  payable to Employee for the immediately  preceding  calendar year. The
payment  of the  above  amount  shall be made as soon as  practicable  after the
Change in Control Termination,  but in no event more than thirty (30) days after
such Change in Control  Termination.  In addition,  the Corporation  shall:  (i)
continue to allow Employee to participate in the  hospitalization,  group health
benefit and disability  plans of the Corporation for twelve (12) months from the
date of the Change in Control  Termination  on the same terms and  conditions as
immediately  prior  to such  Change  in  Control  Termination  (or  provide  the
equivalent  thereof  if such plans do not allow  such  participation);  and (ii)
provide  appropriate  outplacement  services  the cost of which shall not exceed
$3,000 as selected by Employee for up to twelve (12) months from the date of the
Change in Control Termination.

            8.4.  Certain  Definitions.  For  purposes  of this  Section  8, the
following terms shall have the following meanings:

                  (a) "Exchange Act" shall mean the  Securities  Exchange Act of
1934, as amended.


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<PAGE>


                  (b)  "Person"  shall have the  meaning as set forth in Section
13(d) and 14(d) of the  Exchange  Act;  provided,  however,  that  Person  shall
exclude  (i) the  Corporation,  (ii)  any  trustee  or other  fiduciary  holding
securities  under an employee  benefit  plan of the  Corporation,  and (iii) any
corporation  owned,   directly  or  indirectly,   by  the  shareholders  of  the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation.

                  (c)  "Beneficial  Owner" shall have the meaning  given to such
term in Rule 13d-3 under the Exchange Act.

                  (d)  "Continuing  Directors" as used in this  Agreement  shall
mean the persons who constitute the Board of Directors of the Corporation on the
date hereof together with their successors whose  nominations were approved by a
majority of Continuing Directors.

      Section  9.   Disclosure  of  Conflicts  of  Interest;   Abstention   from
Speculation in Securities of the Corporation or Clients.

            9.1. Conflicts of Interest; Speculation in Securities.

                  (a)  In  order  to  avoid  actual  or  apparent  conflicts  of
interest,  Employee  shall  take  all  necessary  actions  to  disclose  to  the
Corporation  any direct or indirect  ownership or financial  interest in (i) any
company, person or entity which is a service provider to the Corporation or (ii)
an actual or intended client of the Corporation.

                  (b) While  Employee is employed by the  Corporation,  Employee
shall abstain from divulging or  appropriating  to Employee's own use or to that
of others any secret,  confidential  or  proprietary  information  or  knowledge
regarding  the  Corporation,  its  clients  or  customers  for  the  purpose  of
speculation in the securities of any of them.

            9.2.  General  Requirements.  Employee  shall  observe  such  lawful
policies of the Corporation as may from time-to-time apply.

            9.3.  Insider  Trading.   Considering  that  the  Corporation  is  a
publicly-traded  corporation,  Employee hereby agrees that Employee shall comply
with any and all federal and state securities laws, including but not limited to
those  that  relate  to  non-disclosure  of  information,  insider  trading  and
individual reporting requirements and shall specifically abstain from discussing
the non-public aspects of the Corporation's business affairs with any individual
or group of individuals (e.g., Internet chat rooms) who does not have a business
need to know such information for the benefit of the Corporation.


                                       11
<PAGE>


      Section 10. Disclosure of Confidential Information.

            10.1.  Employee hereby  acknowledges that the principal  business of
the Corporation is providing video and audio  production and satellite and other
distribution  services to television  and radio  stations and Internet sites for
corporations and other  organizations  seeking to communicate  their news to the
public;   corporation  consultation  and  production;   distribution  of  public
relations  text,  audio  and  video to news  media and the  general  public  via
satellite, streaming media, cassette, wire or other means; distribution of press
releases by the Internet,  mail and facsimile;  the  maintenance of databases of
media  contacts  for  and  on  behalf  of  clients;  research  and  analysis  of
communications  and marketing  programs,  including  analysis and  appraisals of
public relations and public affairs campaigns,  marketing and promotional plans,
measurement system design as determined through press clipping review, either on
paper,  video  or  audio  tape  or  electronic   database  searches,   dashboard
development,  workshops  and  conferences;  and  such  other  businesses  as the
Corporation   may  conduct  from  time  to  time  (the   "Business").   Employee
acknowledges that he will be acquiring  confidential  information concerning the
Corporation and the Business and that, among other things,  his knowledge of the
Business will be enhanced  through his employment by the  Corporation.  Employee
acknowledges that such information is of great value to the Corporation,  is the
sole  property of the  Corporation,  and has been and will be acquired by him in
confidence.  In consideration  of the obligations  undertaken by the Corporation
herein,  Employee  will  not,  at any  time,  during  or after  the term of this
Agreement, reveal, divulge or make known to any person, any information which is
treated as  confidential  by the  Corporation  and not  otherwise  in the public
domain or previously known to him.  Employee agrees that all materials or copies
thereof  containing  confidential  information of the  Corporation in Employee's
custody or possession  will not, at any time, be removed from the  Corporation's
premises  without  prior  written  consent  of  an  executive   officer  of  the
Corporation  (except as  reasonably  necessary in the  discharge  of  Employee's
duties hereunder,  including without limitation,  the performance by Employee of
his duties from a home-based  office) and shall be delivered to the  Corporation
upon the earlier of (i) a request by the  Corporation or (ii) the termination of
Employee's employment with the Corporation.  After such delivery, Employee shall
not retain any such materials or copies thereof.

            10.2.  Employee  agrees to make full and  prompt  disclosure  to the
Corporation of all inventions, improvements, discoveries, methods, developments,
computer  software (and programs and code) and works of  authorship,  whether or
not patentable or copyrightable,  which were or are created,  made, conceived or
reduced to practice by Employee or under  Employee's  direction  or jointly with
others during  Employee's  employment by the  Corporation  or during  Employee's
provision of services as an independent  contractor to the Corporation,  whether
or not during normal working hours or on the premises of the Corporation (all of
which are collectively referred to in this Agreement as "Developments").

            10.3.  Employee  also  agrees  to  assign  and,  by  executing  this
Agreement,  Employee does hereby assign, to the Corporation (or to any person or
entity  designated  by the  Corporation)  all of Employee's  rights,  titles and
interests,  if any, in and to all Developments  and all related patents,  patent
applications,  copyrights and copyright applications. However, this Section 10.3
shall  not apply to  Developments  which (i) do not  relate  to the  present  or
planned  business or research and  development of the  Corporation  and (ii) are
made and conceived by Employee:  (A) at a time other than during normal  working
hours, (B) not on the Corporation's premises and (C) not using the Corporation's
tools, devices, equipment or proprietary information.  The Corporation agrees to
afford  confidential  treatment  to any  Development  Employee  discloses to the
Corporation, which Employee is under no obligation to assign to the Corporation.
Employee  understands  that to the extent that the terms of this Agreement shall
be  construed  in  accordance  with  the laws of any  state  which  precludes  a
requirement in an employee's  agreement to assign certain  classes of inventions
made by an employee,  this Section 10.3 shall be interpreted not to apply to any
invention  which a court rules and/or the  Corporation  agrees falls within such
class or  classes.  Employee  also  agrees to waive all  claims to moral  and/or
equitable rights in any Developments.


                                       12
<PAGE>


            10.4.  Employee agrees to cooperate fully with the  Corporation,  at
the Corporation's  expense, both during and after Employee's employment with the
Corporation,  with respect to the  procurement,  maintenance  and enforcement of
copyrights,  patents and other intellectual  property rights (both in the United
States and foreign countries) relating to Developments.  Employee agrees that he
will sign all papers,  including,  without limitation,  copyright  applications,
patent  applications,  declarations,  oaths, formal assignments,  assignments of
priority  rights,  and  powers  of  attorney,  which  the  Corporation  may deem
necessary  or  desirable  in order to protect  its rights and  interests  in any
Development.  Employee  further agrees that if the Corporation is unable,  after
reasonable  effort,  to secure  Employee's  signature  on any such  papers,  any
executive  officer of the  Corporation  shall be  entitled  to execute  any such
papers as Employee's agent and attorney-in-fact, and Employee hereby irrevocably
designates and appoints each executive  officer of the Corporation as Employee's
agent and  attorney-in-fact to execute any such papers on Employee's behalf, and
to take any and all actions as the  Corporation may deem necessary or desirable,
in order to protect  its  rights and  interests  in any  Development,  under the
conditions  described in this sentence.  In the event the Corporation  exercises
its rights to execute  any papers or to take any and all  actions on  Employee's
behalf,  the  Corporation  agrees to use diligent  efforts to so notify,  and to
supply copies to, Employee.

            10.5.  The  provisions of this Section 10 shall  survive  Employee's
employment hereunder.

      Section 11. Covenant Not To Compete.

            11.1.  Employee  recognizes that the services to be performed by him
hereunder are special, unique and extraordinary.  The parties confirm that it is
reasonably necessary for the protection of the Corporation that Employee agrees,
and,  accordingly,  Employee  does hereby agree,  that he will not,  directly or
indirectly,  in the Territory,  as hereinafter  defined,  at any time during the
Restricted Period, as hereinafter defined:

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

                  (b)  employ or  engage,  or cause to  authorize,  directly  or
indirectly,  to be employed or engaged, for or on behalf of himself or any third
party, any employee, representative or agent of the Corporation; or

                  (c) solicit,  directly or indirectly,  on behalf of himself or
any third party, any client or vendor of the Corporation and its affiliates; or


                                       13
<PAGE>


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

            11.2. If any of the restrictions  contained in this Section 11 shall
be deemed to be unenforceable by reason of the extent,  duration or geographical
scope thereof,  or otherwise,  then after such restrictions have been reduced so
as to be enforceable, in its reduced form this Section shall then be enforceable
in the manner contemplated hereby.

            11.3.  This Section 11 shall not be  construed  to prevent  Employee
from owning,  directly or indirectly,  in the aggregate, an amount not exceeding
two (2%) percent of the issued and outstanding voting securities of any class of
any  corporation  whose voting capital stock is traded on a national  securities
exchange or in the over-the-counter market.

            11.4.  Notwithstanding  anything to the  contrary  set forth in this
Section 11.4, (i) Employee shall not be prohibited from rendering  services as a
full time  employee  for news  organizations;  (ii)  Employee  may act as a news
reporter or manager for an entity whose primary  function is  journalism;  (iii)
Employee  may act as a member  of the  internal  public  relations  staff of any
corporation  or entity who performs  services for only that  corporation  or its
affiliates,  including parent  corporations,  subsidiaries,  and joint ventures;
and/or  (iv)  Employee  may act as an account  executive  or manager at a public
relations agency directly  serving that agency's  clients.  Notwithstanding  the
prior  sentence,  however,  Employee  may  not,  render  services,  directly  or
indirectly,  for  any  organization,  department,  or  affiliate  of  such  news
organizations,  corporate  public  relations  departments,  or public  relations
agencies,  which has a division or affiliate whose primary purpose is to provide
services substantially similar to, or competitive with the Business.

            11.5.  The term  "Restricted  Period",  as used in this  Section 11,
shall mean (i) the term of this Agreement plus two (2) years;  (ii) in the event
of a termination  without  cause,  the term of this  Agreement plus one (1) year
from  the  date  of  termination;  or  in  the  event  of a  Change  in  Control
Termination,  the  term  of  this  Agreement.  Employee  acknowledges  that  the
Corporation  markets its Business worldwide and therefore,  the term "Territory"
as used herein shall mean the entire world.

            11.6.   The   provisions  of  this  Section  11  shall  survive  the
termination  of  Employee's  employment  hereunder  and  until  the  end  of the
Restricted Period.


                                       14
<PAGE>


      Section 12. Rights and Remedies Upon Breach of Sections 10 or 11.

            12.1.  Return of  Benefits.  If Employee  breaches,  or threatens to
commit a breach of, any of the provisions of Sections 10 or 11 (the "Restrictive
Covenants"),  then (i) Employee  shall forfeit to the  Corporation  any proceeds
then  being  held in  Employee's  Deferred  Compensation  Account;  and (ii) the
Corporation  shall have the right and remedy to require  Employee to account for
and pay over to the Corporation all  compensation,  profits,  monies,  accruals,
increments or other benefits  (collectively,  "Benefits") derived or received by
him as the result of any  transactions  constituting a breach of the Restrictive
Covenants,  and  Employee  shall  account for and pay over such  Benefits to the
Corporation.  In addition,  if Employee breaches or threatens to commit a breach
of any of the Restrictive Covenants, (i) Employee's unvested stock options shall
immediately lapse and (ii) the Corporation shall have the right to purchase from
Employee  Employee's  vested  stock  options for the book value of the shares of
Common Stock  underlying  such vested  options  less the exercise  price of such
vested  options.  The Corporation may set off any amounts due to the Corporation
under this Section 12.1 against any amounts owed to Employee by the Corporation.

            12.2. Injunctive Relief.  Employee acknowledges that the services to
be rendered under the provisions of this Agreement are of a special,  unique and
extraordinary  character and that it would be difficult or impossible to replace
such services. Accordingly, Employee agrees that any breach or threatened breach
by him of Sections 10 or 11 of this Agreement shall entitle the Corporation,  in
addition to all other legal  remedies  available to it, to apply to any court of
competent  jurisdiction  to enjoin  such  breach or  threatened  breach  without
posting a bond or showing  special  damages.  The parties  understand and intend
that each restriction  agreed to by Employee  hereinabove  shall be construed as
separable and divisible from every other restriction,  that the unenforceability
of any restriction shall not limit the  enforceability,  in whole or in part, of
any other  restriction,  and that one or more of all of such restrictions may be
enforced in whole or in part as the circumstances warrant. In the event that any
restriction in this Agreement is more  restrictive  than permitted by law in the
jurisdiction  in  which  the  Corporation   seeks  enforcement   thereof,   such
restriction shall be limited to the extent permitted by law.

      Section 13.  Employee  Representations.  Employee  hereby  represents  and
warrants to the Corporation:

                  (a) That  Employee  will not use and will not  divulge  to the
Corporation any  confidential or proprietary  information of his former employer
that he may be under a duty or obligation not to use or disclose;

                  (b) That  Employee  is not bound by, or a party to,  any valid
agreement,  contract,  arrangement  or other  instrument  which  would  restrict
Employee's  entering  into  this  Agreement  or the  performance  of his  duties
hereunder.  The parties acknowledge that those certain  purportedly  restrictive
covenants in Employee's  agreement with his former employer disclosed on Exhibit
A hereto shall not be deemed a breach of this Section; and

                  (c) That the execution and delivery of this  Agreement and the
performance by Employee hereunder do not and will not:

                        (i)   conflict   with  or  violate   any  order,   writ,
                  injunction, decree, statute, rule or regulation applicable to,
                  binding upon, or enforceable against Employee;


                                       15
<PAGE>


                        (ii)  constitute  a breach of any duty owed by Employee;
                  or

                        (iii) result in a violation or breach of, or  constitute
                  a default under, any valid agreement, contract, arrangement or
                  other instrument or obligation to which Employee is a party or
                  by which Employee may be bound.

                  (d) The  representations  contained  herein shall in no way be
deemed to be an  admission  by  either  the  Corporation  or  Employee  that any
purportedly  restrictive  covenants  to which  Employee is or may be subject are
valid or enforceable.

      Section 14. Miscellaneous.

            14.1.  Assignment.  Employee  may not assign or delegate  any of his
rights or duties under this Agreement.

            14.2. Resignations. In the event Employee's employment is terminated
for any reason  whatsoever,  Employee shall immediately  resign as an officer of
the Corporation, its subsidiaries and affiliates.

            14.3. Entire Agreement.  This Agreement constitutes and embodies the
full and  complete  understanding  and  agreement of the parties with respect to
Employee's  employment by the Corporation,  supersedes all prior  understandings
and agreements,  including  employment  agreements,  non-compete  agreements and
confidentiality  agreements,  if any, whether oral or written,  between Employee
and the Corporation  and shall not be amended,  modified or changed except by an
instrument  in writing  executed by the party to be charged.  The  invalidity or
partial  invalidity  of one or more  provisions  of  this  Agreement  shall  not
invalidate any other provision of this  Agreement.  No waiver by either party of
any  provision or condition to be performed  shall be deemed a waiver of similar
or  dissimilar  provisions  or conditions at the same or any prior or subsequent
time.  This Agreement is not intended to, and shall not,  confer upon any person
other than Employee and the Corporation, any rights or remedies hereunder.

            14.4. Binding Effect.  This Agreement shall inure to the benefit of,
be binding upon and enforceable against, the parties hereto and their respective
successors and permitted assigns.

            14.5.  Captions.  The captions  contained in this  Agreement are for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

            14.6.   Notices.   All   notices,   requests,   demands   and  other
communications  required or permitted to be given  hereunder shall be in writing
and shall be deemed to have been duly given when personally delivered or sent by
certified  mail,  postage  prepaid,  or  overnight  delivery to the party at the
address set forth above or to such other  address as either party may  hereafter
give notice of in accordance with the provisions hereof.


                                       16
<PAGE>


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

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


      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth above.


                             MEDIALINK WORLDWIDE INCORPORATED


                             By  _______________________________________________
                                 Laurence Moskowitz
                                 Chairman, Chief Executive Officer and President



                             ---------------------------------------------------
                             Lawrence A. Thomas


                                       17