Exhibit 10.12


      EMPLOYMENT AGREEMENT (the "Agreement"),  dated as of July 11, 2005, by and
between MEDIALINK WORLDWIDE INCORPORATED, a Delaware corporation with offices at
708 Third Avenue, New York, New York 10017 (the  "Corporation"),  and Kenneth G.
Torosian,  an individual  residing at 420 Bellwood  Avenue,  Sleepy  Hollow,  NY
10591, (the "Employee").


                              W I T N E S S E T H:

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

      WHEREAS,  the 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  the  Employee  and the
Employee on the  Effective  Date accepts  such  employment,  as Treasurer  until
August 21st, 2005 and thereafter as Chief Financial  Officer of the Corporation,
subject to the terms and conditions set forth in this Agreement.

      Section 2.  Duties.  The  Employee  shall be employed as  Treasurer  until
August 21st, 2005 and thereafter as Chief Financial Officer.  The Employee shall
properly  perform such duties as may be assigned to him from time to time by the
Corporation's  Chief  Executive  Officer  or  the  Board  of  Directors  of  the
Corporation as the case may be. During the term of this Agreement,  the Employee
shall devote all of his available business time to the performance of his duties
hereunder.

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

      Section 4. Compensation of Employee.

            4.1.  Compensation.  The  Corporation  shall pay to the  Employee as
annual  compensation for his services hereunder a salary ("Salary") in an amount
equal to Two Hundred and Twenty Thousand ($220,000) Dollars. The Salary shall be
reviewed  every  January  1st for merit  increases  and  shall in all  events be
increased on the anniversary date of this Agreement by the percentage  increase,
if any, in the Consumer  Price  Index,  as defined  herein,  for the most recent
calendar  month for which the Consumer  Price Index has been  published over the
Consumer  Price Index for the same calendar month in the  immediately  preceding
year. As used herein,  the "Consumer  Price Index" shall mean the Consumer Price
Index  for  All  Urban  Consumers,  New  York -  Northeastern  New  Jersey  area
(1982-84=100)  issued by the Bureau of Labor  Statistics  of the  United  States
Department of Labor;  provided that in the event the Consumer  Price Index shall
hereafter  be  converted  to a different  standard  reference  base or otherwise
revised,  the determination of the salary increase shall be made with the use of
such conversion factor, formula or table for converting the Consumer Price Index
as may be  published  by the Bureau of Labor  Statistics.  The  Salary  shall be
payable semi-monthly less such deductions as shall be required to be withheld by
applicable law and regulations.


<PAGE>

            4.2.  Expenses.  The Corporation shall pay or reimburse the 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,  which may be incurred by him in  connection  with the rendition of the
services contemplated hereunder.

            4.3. Benefits. During the term of this Agreement, the 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  the  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.  Upon the death or  Disability,  as hereinafter
defined,  of the  Employee or in the event the  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 the  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.  The Employee shall be eligible for a bonus at the end of
each fiscal year during the Term hereof  based on two  separate  standards.  The
first  standard,  representing  one-half  of the  bonus,  shall  be based on the
Corporation  achieving  certain  financial  criteria  as set forth in  Exhibit A
attached hereto,  which Exhibit A shall be amended, in April of each year during
the Term, by the Chief Executive  Officer of the  Corporation,  to prescribe the
financial  criteria to be achieved for the  following  fiscal  year.  The second
standard,  representing  one-half  of the  bonus,  shall  be  based  on  certain
subjective criteria,  as set forth on Exhibit B attached hereto, which Exhibit B
shall be amended,  in April of each year during the Term, by the Chief Executive
Officer of the Corporation,  to prescribe the subjective criteria to be achieved
for the following fiscal year. The Chief Executive  Officer and the Compensation
Committee shall determine,  in their sole and absolute  discretion,  whether the
Employee has achieved the subjective criteria.  The bonus, to the extent earned,
shall be payable  within 120 days of the end of each  fiscal  year to which such
bonus relates.  For the period from the Effective Date to December 31, 2005, the
Employee shall be eligible for the bonus outlined in Exhibits A and B.


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<PAGE>

      Section 5. Termination.

            5.1. Termination of Employment.  This Agreement shall terminate upon
the death, Disability, as hereinafter defined,  termination of employment of the
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/Voluntary  Departure.  In the event of a
termination  For Cause or because  Employee  voluntarily  leaves his  employment
hereunder,  the Corporation shall pay Employee all accrued and unpaid Salary and
vacation through the date of termination.  The Corporation shall have no further
obligation to the Employee hereunder.

            5.3.  Termination  Without  Cause.  In the  event  of a  termination
without cause,  the 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 and shall
receive his Salary,  for a period equal to six (6) months,  if such  termination
occurs within six (6) months of the Effective  Date and  thereafter for a period
equal to twelve (12) months.

            5.4.  Termination Upon Death. In the event of a termination upon the
death of Employee,  the  Corporation  shall pay to any person  designated by the
Employee,  in writing or, if no such person is  designated,  to his estate,  the
Salary which would  otherwise be payable to the Employee for a period of six (6)
months from the date of such death. In the event of a termination upon the death
of Employee, the Corporation shall pay for a period of six (6) months after such
death,  on behalf of the Employee's  surviving  dependents,  the COBRA insurance
premiums of such dependents.

            5.5. Termination Upon Disability. In the event of a termination upon
the  Disability of Employee,  the  Corporation  shall pay to the Employee or any
person  designated  by the Employee  during the first three  months  immediately
after the  termination  of employment due to such  Disability,  the Salary which
would otherwise be payable to the Employee.  In addition,  the Corporation shall
pay the COBRA insurance  premiums of the Employee and his dependents for six (6)
months  from the date of  Disability.  The  Employee  hereby  acknowledges  that
payments  pursuant to this Section 5.5 are in lieu of the 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/she may be entitled to
under any disability insurance plans of the Corporation.

            5.6. Definition of "For Cause". As used herein, the term "For Cause"
means  (i)  the  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) the Employee's  willful engagement in gross misconduct in
the performance of his duties that materially injures the Corporation; (iii) the
Employee's gross neglect of his duties under this Agreement; (iv) the 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 the Employee
which is  detrimental  to the  Corporation's  reputation;  (vii) the  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) the Employee's  willful actions or willful omissions
which cause the  Corporation's  securities  filings to be  inaccurate,  false or
misleading. A termination of Employee pursuant to subparagraph (vii) shall occur
only after the Board provides  written notice to the Employee of his failure and
10 calendar days' opportunity to cure such failure.  An act of the Employee will
not be deemed "willful" unless done or omitted to be done by the Employee not in
good faith and without  reasonable  belief  that the act or omission  was in the
Corporation's best interests.


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<PAGE>

      Section 6. Disability

            6.1. Definition. In the event the 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,  the Employee  shall be deemed to be suffering
from a "Disability".


            6.2. Payment During Disability.  In the event the 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 the Employee
his Salary and benefits during the continuance of such disability.  The Employee
hereby  acknowledges  that payments  pursuant to this Section 6.2 are in lieu of
the 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.

            Section 7.  Vacations  and  Personal  Days.  The  Employee  shall be
entitled to seven (7) vacation  days for the period from the  Effective  Date to
December 31, 2005 and in future  years,  the greater of three (3) weeks,  or the
entitlement under the Corporation's  vacation policy. In addition,  the Employee
shall be entitled to personal days in accordance with the Corporation's  policy.
The  Employee's  Salary  shall be paid in full during his  vacation and personal
days. The Employee shall take his vacation at such time or times as the 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;

                  (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;


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<PAGE>


                  (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  shareholders  of the
Corporation 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; and

                  (e) 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 the Employee's
employment for reasons other than as a result of Employee's death, Disability or
For Cause.

                  (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,  the Employee  terminates  the Employee's
employment  following  the  occurrence of any of the  following  events  without
Employee's written consent:

                        (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, or the failure
                  to  increase   Employee's   Salary  in  accordance  with  this
                  Agreement;

                        (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;


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<PAGE>


                        (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;

                        (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 the  Employee  a lump sum in an amount  equal  to:  (i) his
annual salary at the date of the Change in Control,  and (ii) the bonus declared
payable to the 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 and shall be in addition to any other payments to
which the Employee may be entitled  pursuant to Sections 4.5, 5 and 6 hereof. 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 the Employee for up to
12 months from the date of the Change in Control Termination.


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<PAGE>


            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.

                  (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,  the  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 the  Employee is employed  by the  Corporation,  the
Employee shall abstain from divulging or appropriating to the 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.  The Employee shall observe such lawful
policies of the Corporation as may from time-to-time apply.


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<PAGE>


            9.3.  Insider  Trading.   Considering  that  the  Corporation  is  a
publicly-traded  corporation, the Employee hereby agrees that the 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.

      Section 10. Disclosure of Confidential Information.

            10.1. The 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, unless required by law, 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)  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").


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<PAGE>


            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 the 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 the  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.  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.

            10.4. Employee agrees to cooperate fully with the Corporation,  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.

            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:


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<PAGE>


                        (i) 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

                        (ii) 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

                        (iii)  solicit,  directly  or  indirectly,  on behalf of
                  himself or any third party, any client or vendor, for services
                  competitive  with the  Business,  of the  Corporation  and its
                  affiliates; or

                        (iv) have an interest as an owner,  lender,  independent
                  contractor, co-venturer, partner, participant, associate or in
                  any other  capacity,  render services to or participate in the
                  affairs  of,  any  business  which  is  competitive  with,  or
                  substantially  similar to, the Business of 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  deemed to be  competitive  with the  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. (i) the Employee shall not be prohibited from rendering  services as
a full time  employee  for news  organizations;  (ii) the  Employee  may  render
services for an entity whose primary function is journalism;  (iii) the Employee
may  render  services  for  the  internal  public  relations  department  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) the Employee  may provide  services  for a public  relations  agency
directly  serving that agency's  clients.  Notwithstanding  the prior  sentence,
however, the 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 and which services  represent at least 25%
of the  organization's  revenue,  other than the entities listed in Exhibit C or
their successor.


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<PAGE>

            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.

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

            12.1. Return of Benefits.  If the Employee breaches, or threatens to
commit a breach of, any of the provisions of Sections 10 or 11 (the "Restrictive
Covenants"),  the  Corporation  shall have the right and  remedy to require  the
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 the  Employee  shall
account for and pay over such Benefits to the Corporation.  In addition,  if the
Employee  breaches  or  threatens  to commit a breach of any of the  Restrictive
Covenants, (i) the Employee's unvested stock options shall immediately lapse and
(ii) the  Corporation  shall have the right to purchase  from the  Employee  the
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 the 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. Miscellaneous.

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


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<PAGE>


            13.2. 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.

            13.3. Entire Agreement.  This Agreement constitutes and embodies the
full and complete understanding and agreement of the parties with respect to the
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  the
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.

            13.4. 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.

            13.5.  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.

            13.6.   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.

            13.7.  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.

            13.8. 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.


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<PAGE>


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


                                     MEDIALINK WORLDWIDE INCORPORATED


                                     By
                                        ----------------------------------------
                                        J. Graeme McWhirter
                                        Executive Vice President


                                     -------------------------------------------
                                     Kenneth G. Torosian


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