**Exhibit
      10.12**





**AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT** (the
“Agreement”), dated as of November __, 2008, 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”).





***WITNESSETH:***





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





**WHEREAS,** the
      Corporation and Employee are parties to that certain employment agreement dated
      July 11, 2005 (the “Original Employment Agreement”);





**WHEREAS,** the
      parties desire to amend and restate the Original Employment Agreement in its
      entirety in accordance with the resolutions adopted by the Corporation’s
      Compensation Committee on April 10, 2007 and November 16, 2007;





**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 hereby continues to employ the Employee and the Employee hereby
      continues to serve as the 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 by the Corporation as the Corporation’s 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 continue as of the date hereof and shall
      continue until terminated pursuant to Section 5.





Section
      4.  Compensation
      of Employee.







4.1.  Compensation .
      As of
      July 11, 2008 (the “Effective Date”), the Corporation shall pay to the Employee
      as annual compensation for his services hereunder a salary (“Salary”) in an
      amount equal to Three Hundred and Fifty Thousand ($350,000) Dollars. The Salary
      shall be reviewed every July 11 for merit increases and shall in all events
      be
      increased on each July 11 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.





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 .
      For
      calendar year 2008 and each calendar year thereafter, the Employee shall be
      eligible to receive a bonus equal to at least forty percent (40%) of his base
      salary, with forty percent (40%) of such bonus based on the Corporation’s
      financial performance and sixty percent (60%) of such bonus based on the
      Employee’s performance with respect to certain personal objectives, each to be
      agreed upon by the Corporation and Employee and set forth on Exhibit A to this
      Agreement, as such Exhibit A is amended from time to time. Further, the Employee
      may be entitled to an additional bonus based on the satisfaction of certain
      objective criteria as set forth on Exhibit B to this Agreement, as may be
      amended from time to time. The Corporation’s Chairman and Compensation Committee
      shall determine, using commercially reasonable standards, whether Employee
      has
      earned the bonuses set forth herein 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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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 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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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 .
      For
      calendar year 2008 and for future years, the Employee shall be entitled to
      the
      greater of four (4) weeks, or the Employee’s 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;


4





(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, and
      following such termination, Employee, at the Corporation’s request, shall provide a maximum of 50 hours of
      post-termination services for tax return preparation and filing and other
      administrative matters.





(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 voluntarily terminates the Employee’s
      employment, and following such termination, Employee, at the Corporation’s request, shall provide a maximum of 50 hours of
      post-termination services for tax return preparation and filing and other
      administrative matters. ; provided , however ,
      that if
      the Employee’s employer desires to retain Employee’s employment, and the
      Employee voluntarily terminates his employment within less than sixty days
      following a Change in Control, then the Employee shall not be entitled to the
      rights and benefits described in Section 8.3.





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 the sum of: (i) two (2) times his annual salary at the date
      of
      the Change in Control; and (ii) the greater of (a) the bonus declared payable
      to
      the Employee for the immediately preceding calendar year and (b) the bonus
      declared payable to the Employee for the current calendar year, in each case
      excluding the bonus, if any, awarded to Employee pursuant to Exhibit B. 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 eighteen (18) 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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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.


6





9.2.  General
      Requirements .
      The
      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, 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; and 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; and such other businesses as the
      Corporation may conduct from time to time up until the time of termination
      of
      employment or a date of a Change in Control (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”).


7





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:


8





(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.


9





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





MEDIALINK
                WORLDWIDE INCORPORATEDByLaurence
                MoskowitzChief
                Executive OfficerKenneth
              G. Torosian


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