Exhibit
      10.8





**MEDIALINK
      WORLDWIDE INCORPORATED**


**AMENDED
      AND RESTATED STOCK OPTION PLAN**


**(As
      adopted effective as of January 31, 1996)**





**1.** **Purpose
      of the Plan**




This
      is
      the controlling and definitive statement of the Medialink Worldwide Incorporated
      Stock Option Plan (hereinafter called the Plan 1 ).
      The
      purpose of the PLAN is to advance the interests of the COMPANY by providing
      ELIGIBLE PARTICIPANTS with financial incentives to promote the success of its
      long terms business objectives, and to increase their proprietary interest
      in
      the success of the COMPANY. It is the intent of the COMPANY to reward those
      ELIGIBLE PARTICIPANTS who have a significant impact on improved long term
      corporate achievements. Inasmuch as the PLAN is designed to encourage financial
      performance and to improve the value of shareholders’ investments in MEDIALINK,
      the costs of the PLAN will be funded from corporate earnings.





**2.** **Plan
      Administration**





The
      PLAN
      shall be administered by the COMMITTEE, which shall be constituted in such
      a
      manner as to comply with the rules governing a plan intended to qualify as
      a
      discretionary plan under RULE 16b-3.





Subject
      to the provisions of the PLAN, the COMMITTEE shall have full and final
      authority, in its sole discretion:




(a)
            to
                determine the ELIGIBLE PARTICIPANTS to whom OPTIONS shall be granted
                and
                the number of shares of COMMON STOCK to be awarded under each OPTION,
                based on the recommendation of the CHIEF EXECUTIVE OFFICER (except
                that
                awards to the CHIEF EXECUTIVE OFFICER shall be based on the recommendation
                of the BOARD OF DIRECTORS);





(b)
            to
                determine the time or times at which OPTIONS shall be
                granted;





(c)
            to
                designate the OPTIONS being granted as ISOs or NON QUALIFIED STOCK
                OPTIONS;





(d)
            to
                establish a form of agreement which shall evidence the OPTIONS. The
                option
                agreement shall state that it is subject to all of the terms and
                conditions of the PLAN, it shall clearly identify the status of the
                OPTIONS granted as ISOs or NON-QUALIFIED STOCK OPTIONS and shall
                contain
                such other terms and conditions not in conflict with this PLAN as
                the
                COMMITTEE may deem appropriate. Each option agreement may contain
                provisions which: 1) restrict the transfer of COMMON STOCK acquired
                pursuant to an OPTON, 2) regulate rights of redemption, repurchase
                or
                first refusal exercisable by the COMPANY, 3) impose any exercise
                or
                vesting restrictions relating to OPTIONS or COMMON STOCK received
                upon the
                exercise of any OPTION, 4) provide for the holding of COMMON STOCK
                in
                escrow for such periods as the COMMITTEE determines, or 5) provide
                for the
                accelerated exercise of OPTIONS upon the occurrence of such events
                as the
                COMMITTEE may determine or such other conditions pertaining to OPTIONS
                or
                COMMON STOCK as the COMMITTEE determines the vesting
                schedule;










(e)
            to
                determine the terms and conditions, not inconsistent with the terms
                of the
                PLAN, of any OPTION granted hereunder (including, but not limited
                to, the
                consideration and method of payment for shares purchased upon the
                exercise
                of an OPTION , and any vesting acceleration or exercisability provisions
                in the event of a CHANGE IN CONTROL or TERMINATION), based in each
                case on
                such factors as the COMMITTEE shall deem
                appropriate;





(f)
            to
                approve forms of agreement for use under the
                PLAN;





(g)
            to
                construe and interpret the PLAN and any related OPTION agreement
                and to
                define the terms employed herein and
                therein;





(h)
            except
                as provided in Section 16 hereof, to modify or amend any OPTION or
                to
                waive any restrictions or conditions applicable to any OPTION or
                the
                exercise thereof;





(i)
            except
                as provided in Section 16 hereof, to prescribe, amend and rescind
                rules,
                regulations and policies relating to the administration of the
                PLAN;





(j)
            except
                as provided is Section 16 hereof, to suspend, terminate, modify,
                or amend
                the PLAN;





(k)
            to
                delegate to one or more agents such administrative duties as the
                COMMITTEE
                may deem advisable, to the extent permitted by applicable law;
                and





(l)
            to
                make all other determinations and take such other action with respect
                to
                the PLAN and any OPTION granted hereunder as the COMMITTEE may deem
                advisable, to the extent permitted by
                law.





**3.** **Shares
      of Stock Subject to the Plan**





There
      shall be reserved for use under the PLAN and for the grant of any other
      incentive awards pursuant to the PLAN (subject to the provisions of Section
      12
      hereof) a total of 1,670,808 shares of COMMON STOCK, which shares may be
      authorized but unissued shares of COMMON STOCK or issued shares of COMMON STOCK
      which shall have been reacquired by MEDIALINK.










If
      any
      OPTION expires or terminates for any reason without having been exercised in
      full, then any unexercised shares which were subject to such OPTION (except
      shares as to which a related TANDEM SAR has been exercised) shall again be
      available for the future grant of OPTIONS under the PLAN (unless the PLAN has
      terminated). In addition, shares may be reused or added back to the PLAN to
      the
      extend permitted by applicable law.





**4.** **Eligibility**




OPTIONS
      will be granted only to ELIGIBLE PARTICIPANTS. ISOs will be granted only to
      EMPLOYEES. The COMMITTEE, in its sole discretion, may grant OPTIONS to an
      ELIGIBLE PARTICIPANT who is a resident or citizen of a foreign country, with
      such modifications as the COMMITTEE may deem advisable to reflect the laws,
      tax
      policy or customs of such foreign country.





The
      PLAN
      shall not confer upon any OPTIONEE any right to continuation of employment,
      service as a DIRECTOR or consulting relationship with the COMPANY; nor shall
      it
      interfere in any way with the right of the OPTIONEE or the COMPANY to terminate
      such employment service as a DIRECTOR or consulting relationship at any time,
      with or without cause.





**5.** **Designation
      of Options**




At
      the
      time of the grant of each OPTION under this PLAN, the


COMMITTEE
      shall determine whether such OPTION is to be designated as an ISO or a
      NON-QUALIFIED STOCK OPTION; provided, however, that ISOs may be granted only
      to
      EMPLOYEES.





Notwithstanding
      such designation, to the extent that the aggregate FAIR MARKET VALUE (determined
      for each share as of the date of grant of the OPTION covering each share) of
      the
      shares with respect to which OPTIONS ISOs become exercisable for the first
      time
      by any OPTIONEE during any calendar year exceeds $100,000, such OPTIONS shall
      be
      treated as NON-QUALIFIED STOCK OPTIONS.





OPTIONS
      shall be awarded at no cost to the OPTIONEE.





**6.** **Option
      Price**





The
      OPTION PRICE of the COMMON STOCK under each OPTION issued shall be the FAIR
      MARKET VALUE of the COMMON STOCK on the date of grant with respect to ISOS.
      The
      OPTION PRICE of the COMMON STOCK under each OPTION issued shall be equal to,
      more than, or less than the FAIR MARKET VALUE of the COMMON STOCK on the date
      of
      grant with respect to NON-QUALIFIED STOCK OPTIONS.





No
      ISOs
      shall be granted to an EMPLOYEE who, at the time the ISO is granted, owns
      (actually or constructively under the provisions of Section 424(d) of the CODE)
      stock possessing more than ten (10%) percent of the total combined voting power
      of all classes of stock of the COMPANY, unless the OPTION PRICE is a lest 110%
      of the FAIR MARKET VALUE (determined as of the time the ISO is granted) of
      the
      shares of COMMON STOCK subject to the ISO and the ISO by its terms is not
      exercisable more than five (5) years from the date it is granted.










**7.** **Stock
      Appreciation Rights**





At
      the
      discretion of the COMMITTEE, an OPTION may be granted with or without a TANDEM
      SAR which permits the OPTIONEE to surrender unexercised an OPTION or portion
      thereof and to receive in exchange a payment having a value equal to the
      difference between (x) the FAIR MARKET VALUE of the COMMON STOCK covered by
      the
      surrendered portion of the OPTION on the date the SAR is exercised and (y)
      the
      OPTION PRICE for such COMMON STOCK. The SAR issubject to the same terms and
      conditions as the related OPTION, except that (i) the SAR may be exercised
      only
      when there is a positive spread (i.e. when the FAIR MARKET VALUE of the COMMON
      STOCK subject to the OPTION exceeds the OPTION PRICE), and (ii) if the OPTIONEE
      is a SECTION 16 OFFICER, DIRECTOR or other person whose transactions in the
      COMMON STOCK are subject to Section 16(b) of the EXCHANGE ACT, the SAR may
      be
      exercised only during the period beginning on the third (3 rd )
      business day following the date of release of the COMPANY’s quarterly or annual
      statement of earnings and ending on the twelfth (12 th )
      business day following such date.





Upon
      the
      exercise of a SAR, the number of shares subject to exercise under the related
      OPTION shall be automatically reduced by the number of shares represented by
      the
      OPTION or portion thereof surrendered. No payment will be required from the
      OPTIONEE upon the exercise of a SAR, except that any amount necessary to satisfy
      applicable federal, state or local tax requirements shall be
      withheld.





**8.** **Terms
      of Options**





The
      term
      of each ISO shall be for ten (10) years from the date of grant, subject to
      earlier termination as provided in Section 10 hereof and subject to the
      provisions of Section 6 hereof. The term of each NON-QUALIFIED STOCK OPTION
      shall be fifteen (15) years from the date of grant, subject to earlier
      termination as provided in Section 10 hereof. All OPTIONS granted heretofore
      under the NON-QUALIFFIED STOCK OPTION PLAN shall have a term of fifteen (15)
      years from the date of grant. Any provision of the PLAN to the contrary
      notwithstanding, no OPTION shall be exercised after the time limitations stated
      in this Section 8.





**9.** **Withholding
      for Taxes**





In
      the
      event the COMPANY is required to withhold any federal, state or local taxes
      in
      respect of (i) any compensation income realized by any OPTIONEE as a result
      of
      any disqualifying disposition of any shares of COMMON STOCK acquired upon
      exercise of an ISO granted hereunder, (ii) any shares of COMMON STOCK acquired
      upon exercise of a NON-QUALIFIED STOCK OPTION, or (iii) any payment made upon
      exercise of a SAR, the COMPANY shall deduct from any payments of any kind
      otherwise due to such OPTIONEE the aggregate amount of federal, state or local
      taxes required to be so withheld or, if such payments are insufficient to
      satisfy such federal, state or local taxes, or if no such payments are due
      or to
      become due to such OPTIONEE, then such OPTIONEE will be required to pay the
      COMPANY, or make other arrangements satisfactory to the COMPANY regarding
      payment to the COMPANY of, the aggregate amount of such taxes. All matters
      with
      respect to the total amount of taxes to be withheld in respect of any such
      compensation income shall be determined by the COMMITTEE in its sole
      discretion.










**10.** **Termination
      of Employment or Relationship with the Company**





(a)
            In
                the event of a TERMINATION by reason of a discharge or TERMINATION
                FOR
                CAUSE, any unexercised OPTIONS theretofore granted to an OPTIONEE
                under
                the PLAN shall forthwith terminate.





(b)
            Unless
                otherwise provided in a duly executed stock option agreement, in
                the event
                of a TERMINATION by reason of RETIREMENT, the OPTIONEE may fully
                exercise
                his OPTIONS to the extent that such OPTIONS are vested and have not
                previously expired or been exercised, at any time within their respective
                terms or within twelve (12) months after such RETIREMENT, whichever
                is
                shorter. This twelve (12) month period shall be extended if an OPTIONEE
                remains on the BOARD OF DIRECTORS after RETIREMENT. In such case,
                the
                OPTIONS may be exercised as long as the OPTIONEE remains a DIRECTOR
                and
                for a period of six (6) months thereafter, or within twelve (12)
                months
                after RETIREMENT, whichever is longer; provided, however, that no
                OPTION
                may be exercised after the expiration of its term. Notwithstanding
                the
                foregoing, any ISOs held by the OPTIONEE may be exercised only within
                their respective terms or within three (3) months after RETIREMENT,
                whichever is shorter.





(c)
            In
                the event of a TERMINATION by reason of DISABILITY or death, the
                OPTIONEE
                (or the OPTIONEE’S estate of a person who acquired the right to exercise
                such OPTIONS by bequest or inheritance) may fully exercise his OPTIONS
                to
                the extent that such OPTIONS are vested and have not previously expired
                or
                been exercised, at any time within their respective terms or within
                twelve
                (12) months after the date of such TERMINATION, whichever is shorter.
                Notwithstanding the foregoing, in the event of a termination by reason
                of
                death, any ISOs held by the OPTIONEE’s estate or a person who acquired the
                right to exercise such OPTIONS by bequest or inheritance may be exercised
                only within their respective terms or within three (3) months after
                the
                OPTIONEE’s death, whichever is
                shorter.





(d)
            In
                the event of a TERMINATION for any reason other than those specified
                in
                subparagraphs (a) through (c) above, any unexercised OPTION or OPTIONS
                granted under the PLAN shall be deemed cancelled and terminated forthwith,
                except that the OPTIONEE may fully exercise his OPTIONS to the extent
                that
                such OPTIONS are vested and have not previously expired or been exercised,
                during the balance of their respective terms or within three (3)
                months of
                such TERMINATION, whichever is
                shorter.










(e)
            Notwithstanding
                the provisions of subparagraphs (a) through (d) above, the COMMITTEE
                may,
                in its sole discretion, establish different terms and conditions
                pertaining to the effect of TERMINATION, to the extent permitted
                by
                applicable federal and state law.





**11.** **Payment
      for Shares Upon Exercise of Options**





The
      exercise of any OPTION shall be contingent upon receipt by the COMPANY of (i)
      cash, (ii) check, (iii) shares of COMMON STOCK, (iv) an executed exercise notice
      together with irrevocable instructions to a broker to either sell the shares
      subject to the OPTION or hold such shares as collateral for a margin loan and
      to
      promptly deliver to the COMPANY the amount of sale or loan proceeds required
      to
      pay the OPTION PRICE, (v) any combination of the foregoing in an amount equal
      to
      the full OPTION PRICE of the shares being purchased, or (vi) such other
      consideration and method of payment, other than a note from the OPTIONEE, as
      the
      COMMITTEE, in its sole discretion, may allow (which, in the case of an ISO
      shall
      be determined at the time of grant), to the extent permitted by applicable
      law.
      For purposes of this paragraph, shares of COMMON STOCK that are delivered in
      payment of the OPTION PRICE must have been previously owned by the OPTIONEE
      for
      a minimum of one year, and shall be valued at their FAIR MARKET VALUE as of
      the
      date of the exercise of the OPTION.





**12.** **Adjustments
      Upon Changes in Number or Value of Shares of Common Stock**





If
      there
      are any changes in the number or value of shares of COMMON STOCK by reason
      of
      stock dividends, stock splits, reverse stock splits, recapitalizations, mergers,
      consolidations or other events that materially increase or decrease the number
      or value of issued and outstanding shares of COMMON STOCK, the COMMITTEE may
      make such adjustments as it shall deem appropriate, to prevent dilution or
      enlargement of rights, in (i) the number of shares of COMMON STOCK available
      for
      future grants of OPTIONS under the PLAN, (ii) the number of shares of COMMON
      STOCK covered by OPTIONS then outstanding, and (iii) the price per share of
      COMMON STOCK covered by each such outstanding OPTION.





**13.** **Non-Transferability
      of Options**




An
      OPTION
      shall not be transferable by the OPTIONEE otherwise than by will or the laws
      of
      descent and distribution, or pursuant to a qualified domestic relations order
      as
      defined by the CODE, Title 1 of ERISA or the rules thereunder. During the
      lifetime of the OPTIONEE, an OPTION may be exercised only by the OPTIONEE or
      by
      an alternate payee under a qualified domestic relations order. Notwithstanding
      the foregoing, the COMMITTEE may, in its discretion, establish different terms
      of transferability, to the extent permitted by applicable law.





**14.** **Change
      in Control**





Upon
      the
      occurrence of a CHANGE IN CONTROL (as defined below):










**(a)**  **Any
      time periods relating to the exercise of any OPTION granted hereunder shall
      be
      accelerated so that such OPTION may be immediately exercised in full;
      and**





(b)  The
      COMMITTEE may offer any OPTIONEE the option of having the COMPANY purchase
      his
      or her OPTION for an amount of cash which could have been attained upon the
      exercise of such OPTION had it been fully exercisable; unless the COMMITTEE
      in
      its sole discretion determines that such CHANGE IN CONTROL will not adversely
      impact the OPTIONEES of OPTIONS hereunder and is in the best interests of the
      shareholders of MEDIALINK. The COMMITTEE may make such further provisions with
      respect to a CHANGE IN CONTROL as it shall deem equitable and in the best
      interests of the shareholders of MEDIALINK. Such provision may be made in any
      agreement or by resolution of the COMMITTEE.





The
      phrase “CHANGE IN CONTROL” shall have such meaning as ascribed thereto from time
      to time by the COMMITTEE or as set forth in any agreement
      relating to any option granted hereunder or by resolution of the COMMITTEE;
      provided, however, that, notwithstanding the foregoing, a “CHANGE IN CONTROL”
shall be deemed to have occurred if MEDIALINK’s COMMON STOCK has not been
      registered pursuant to an effective registration statement under the Securities
      Act of 1933, as amended, and the shareholders of MEDIALINK shall have approved
      (i) any consolidation or merger of MEDIALINK in which MEDIALINK is not the
      continuing or surviving corporation or pursuant to which shares of COMMON STOCK
      or PREFERRED STOCK are converted into cash, securities or other property, other
      than a merger of MEDIALINK in which the holders of the COMMON STOCK and
      PREFERRED STOCK immediately prior to the merger have the same proportionate
      ownership of common stock and preferred stock of the surviving corporation
      immediately after the merger, (ii) any sale, lease, exchange, or other transfer
      (in one transaction or a series of related transactions) of all or substantially
      all of the assets of the COMPANY, or (iii) any plan or proposal for the
      liquidation or dissolution of MEDIALINK.





**15.** **Listing
      and Registration of Shares**





Each
      OPTION shall be subject to the requirement that if at any time the COMMITTEE
      shall determine in its discretion, that the listing, registration
      or


qualification
      of the shares covered thereby under any securities exchange or under any state
      or federal law or the consent or approval of any governmental regulatory body
      is
      necessary or desirable as a condition of, or in connection with, the granting
      of
      such OPTION or the issue or purchase of shares thereunder, such OPTION may
      not
      be exercised in whole or in part unless and until such listing, registration,
      qualification, consent or approval shall have been effected or obtained free
      of
      any conditions not acceptable to the COMMITTEE.





**16.** **Amendment
      and Termination of the Plan and Options**





The
      BOARD
      OF DIRECTORS or the COMMITTEE may at any time suspend,
      terminate, modify or amend the PLAN in any respect; provided, however, that,
      to
      the extent necessary and desirable to comply with RULE 16b-3 or with Section
      422
      of the CODE (or any other applicable law or regulation, including the
      requirements of any stock exchange on which the COMMON STOCK is listed or
      quoted), shareholder approval of any PLAN amendment shall be obtained in such
      a
      manner and to such a degree as is required by the applicable law or
      regulation.










No
      suspension, termination, modification or amendment of the PLAN may, without
      the
      consent of the OPTIONEE, adversely affect his or her rights under OPTIONS
      theretofore granted to such OPTIONEE. In the event of amendments to the CODE
      or
      applicable rules or regulations relating to ISOs subsequent to the date hereof,
      the COMPANY may amend the PLAN, and the COMPANY and OPTIONEES holding OPTION
      agreements shall agree to amend outstanding OPTION agreement, to conform to
      such
      amendments, provided such amendments to such outstanding OPTION agreements
      do
      not adversely affect his or her rights under such outstanding OPTION
      agreements.





The
      COMMITTEE may make such amendments or modifications in the terms and conditions
      of any OPTION as it may deem advisable, or cancel or annul any grant of an
      OPTION; provided, however, that no such amendment, modification, cancellation
      or
      annulment may, without the consent of the OPTIONEE, adversely affect his or
      her
      rights under such OPTION; and provided, further, the COMMITTEE may not reduce
      the OPTION PRICE or purchase price of any OPTION below the original OPTION
      PRICE
      or purchase price.





Notwithstanding
      the foregoing, the COMMITTEE reserves the right, in its sole discretion, to
      (i)
      convert any outstanding ISOs to NON-QUALIFIED STOCK OPTIONS, (ii) to require
      an
      OPTIONEE to forfeit any unexercised or unpurchased OPTIONS, any shares received
      or purchased pursuant to an OPTION, or any gains realized by virtue of the
      receipt of an OPTION in the event that such OPTIONEE competes against the
      COMPANY, and (iii) to cancel or annul any grant of an OPTION in the event of
      an
      OPTIONEE’s TERMINATION FOR CAUSE.





**17.** **Effective
      Date of Program and Duration**





This
      PLAN
      shall become effective as of January 31, 1996; provided the PLAN is approved
      by
      the vote of the holders of a majority of the outstanding shares of the COMMON
      STOCK and PREFERRED STOCK. Upon this PLAN becoming effective, the COMPANY’s
      existing NON-QUALIFIED STOCK OPTION PLAN will be amended and restates, so that
      the stock option provisions contained in this PLAN will apply to all stock
      options granted under the existing NON-QUALIFIED STOCK OPTION PLAN. Unless
      terminated sooner pursuant to Section 16 hereof, the PLAN shall terminate on
      January 30, 2011.





**18.** **Definitions**





(a)
            BOARD
                OF DIRECTORS means the Board of Directors ofMEDIALINK.





(b)
            CHANGE
                IN CONTROL has the meaning set forth inSection
                14 hereof.







(c)
            CHIEF
                EXECUTIVE OFFICER means the Chief Executive Officer of
                MEDIALINK.





(d)
              CODE
                  means the Internal Revenue Code of 1986, asamended
                  from time to time.




(e)
            COMMITTEE
                means the committee appointed by
                the


**BOARD
      OF DIRECTORS from time to time to administer the PLAN and to serve at the
      pleasure of the BOARD OF DIRECTORS, or any successor to such
      committee.**





(f)
            COMMON
                STOCK means common shares of MEDIALINK with a par value of $.01 per
                share.





(g)
            COMPANY
                means MEDIALINK, and any parent corporation (as defined in Section
                424(e)
                of the CODE) or subsidiary corporation (as defined in Section 424(f)
                of
                the CODE).





(h)
            CONSULTANT
                means any person, including an advisor, who is engaged by the COMPANY
                to
                render services.





(i)
            DIRECTOR
                means any person who is a member of the BOARD
                OF DIRECTORS, including an advisory, emeritus or honorary
                director.




(j)
            DISABILITY
                shall have the meaning set forth in Section 22(e)(3) of the CODE
                or any
                similar provision hereinafter enacted unless otherwise agreed upon
                the
                COMPANY and OPTIONEE.





(k)
            ELIGIBLE
                PARTICIPANT means any EMPLOYEE, DIRECTORS, CONSULTANTS, employees
                or
                consultants of any affiliates of MEDIALINK, and other persons whose
                participation in the PLAN is deemed by the COMMITTEE to be in the
                best
                interests of the COMPANY.





(l)
            EMPLOYEE
                means any person who is employed by the COMPANY. The payment of a
                director’s fee or consulting fee by the COMPANY shall not be sufficient to
                constitute “employment” by the
                COMPANY.





**(m)**
            **ERISA
                means the Employment Retirement Income Security Act of 1974, as
                amended.**





**(n)**
            **EXCHANGE
                ACT means the Securities Exchange Act of 1934, as
                amended.**





(o)
            FAIR
                MARKET VALUE of each share of COMMON STOCK means (i) if the COMMON
                STOCK
                is listed on a national securities exchange, the closing sale price
                per
                share on the principal exchange on which the COMMON STOCK is listed
                as
                reported by such exchange, (ii) if the COMMON STOCK is quoted in
                the
                National Market System, the closing price per share as reported by
                NASDAQ,
                (iii) if the COMMON STOCK is traded in the over-the-counter market
                but not
                quoted in the National Market Systems, the average of the closing
                bid and
                asked quotations per share as reported by NASDAQ, or any other nationally
                accepted reporting medium if NASDAQ quotations shall be unavailable,
                or
                (iv) if none of the foregoing applies, market value of the COMMON
                STOCK
                will be the fair value of the COMMON STOCK as reasonably determined
                in the
                good faith judgment of the COMPANY’s BOARD OF
                DIRECTORS.








(p)
            ISO
                means an OPTION intended to qualify as an incentive stock option
                under
                Section 422 of the CODE.





(q)
            MEDIALINK
                means Video Broadcasting Corporation, a Delaware
                corporation.





(r)
            NON-EMPLOYEE
                DIRECTOR means a Director who is not an
                EMPLOYEE.





(s)
            NON-QUALIFIED
                STOCK OPTION means any OPTION which is not an
                ISO.





(t)
            NON-QUALIFIED
                STOCK OPTION PLAN means the COMPANY’s 1987 Stock Option
                Plan.





(u)
            OPTION
                means an option to purchase shares of COMMON STOCK granted under
                the
                PLAN.





(v)
            OPTIONEE
                means the ELIGIBLE PARTICIPANT receiving the OPTION, or his or her
                legal
                representative, legatees, distributees or alternate payees, as the
                case
                may be.





(w)
            OPTION
                PRICE means the purchase price of the COMMON STOCK upon exercise
                of an
                OPTION.




(x)
            PLAN
                means this Stock Option Plan or any successor plan which the COMMITTEE
                may
                adopt from time to time with respect to the grant of OPTIONS under
                the
                PLAN.





(y)
            (PREFERRED
                STOCK means (i) Series A 10% Cumulative Convertible Preferred Stock,
                par
                value $1.50; (ii) Series B 10% Cumulative Convertible Preferred Stock,
                par
                value $1.35; (iii) Series C 10% Cumulative Convertible Preferred
                Stock,
                par value $2.75 and (iv) any other preferred stock authorized by
                MEDIALINK.





(z)
            RETIREMENT
                means the actual retirement date of an Employee,
                which shall be determined by the
                COMMITTEE.









(aa)
            RULE
                16b-3 means Rule 16b-3 under the EXCHANGE ACT or any successor to
                Rule
                16b-3, as in effect when discretion is being exercised with respect
                to the
                Plan.




(bb)
            SAR
                means a stock appreciation right whose value is based on the increase
                in
                the FAIR MARKET VALUE of the COMMON STOCK covered by such
                right.





(cc)
            SECTION
                16 OFFICER means any person who is designated by the BOARD OF DIRECTORS
                as
                an executive officer of MEDIALINK and any other person who is designated
                as officer of MEDIALINK
                for purposes of Section 16 of the EXCHANGE
                ACT.




(dd)
            TANDEM
                refers to a SAR granted in conjunction with an
                OPTION.





(ee)
            TERMINATION
                occurs when an EMPLOYEE ceases to be employed by the COMPANY as a
                common
                law employee, when a DIRECTOR ceases to be a member of the BOARD
                OF
                DIRECTORS or when the relationship between the COMPANY and a CONSULTANT
                or
                other ELIGIBLE PARTICIPANT terminates, as the case may
                be.





(ff)
            TERMINATION
                FOR CAUSE means termination for cause which results from the commission
                of
                a felony, fraud, willful misconduct or gross negligence which has
                resulted
                or may result in material damage to the COMPANY, in the sole discretion
                of
                the COMMITTEE.