30427050.5
Exhibit 10.11


                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.


                                 April 13, 2004


Medialink Worldwide Incorporated
708 Third Avenue
New York, NY 10017
Attn:    Rich Kellner,
         Vice President,  Finance

      Re:   Fourth  Modification  Letter to WCMA Loan and Security Agreement No.
            885-07G15 dated as of July 15, 1999 (the "Loan  Agreement")  between
            Merrill  Lynch  Business   Financial  Services  Inc.  ("MLBFS")  and
            Medialink Worldwide Incorporated ("Customer")

Ladies and Gentlemen:

This  letter  refers to certain  agreements  between  MLBFS and  Customer,  with
respect to the following documents:

      (i)   The Loan Agreement,  as amended by that certain  modification letter
            dated as of April 8, 2002 from Jason Deegan to Customer  (the "First
            Modification Letter"),  that certain modification letter dated as of
            February  26,  2003 from  Jason  Deegan  to  Customer  (the  "Second
            Modification  Letter"),  and that certain  modification letter dated
            February  24,  2004  from  Jason  Deegan  to  Customer  (the  "Third
            Modification  Letter")  as  thereafter  amended  from  time  to time
            (collectively, the "Loan Agreement");

      (ii)  that certain UNCONDITIONAL  GUARANTY dated as of July 26, 1999 given
            in favor of MLBFS by The Delahaye  Group,  Inc. (the  "Unconditional
            Guaranty"); and

      (iii) all other  agreements  between MLBFS,  Customer,  the parties to the
            agreements  listed  above,  or any  other  party who at any time has
            guaranteed or provided  collateral  for  Customer's  obligations  to
            MLBFS in connection therewith (the "Other Agreements").

For purposes of this letter, (a) the Loan Agreement,  the Unconditional Guaranty
and  the  Other  Agreements  will  collectively  be  referred  to as  the  "Loan


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                                                Medialink Worldwide Incorporated
                                                                  April 13, 2004
                                                                          Page 2

Documents",  and (b)  Customer and any party who at any time has  guaranteed  or
provided  collateral for Customer's  obligations to MLBFS will  collectively  be
referred  to as the  "Obligors".  Capitalized  terms used herein and not defined
herein shall have the meaning set forth in the Loan Documents.

Pursuant to that  certain  letter dated as of January 30, 2004 from Jason Deegan
to the Customer (the "Reservation of Rights Letter"), Customer was notified that
an Event of Default under the Loan  Agreement  and the other Loan  Documents had
occurred and was continuing as a result of the Customer's failure to comply with
the minimum  tangible net worth covenant as outlined in Section (e) of the First
Modification  Letter  (the  "Existing  Event  of  Default").   Pursuant  to  the
Reservation  of Rights  Letter,  MLBFS  reserved  all of its rights and remedies
under the Loan  Agreement  and the other  Loan  Documents  with  respect  to the
Existing Event of Default and any other Events of Default that may have occurred
or arise thereafter.  Pursuant to the Third Modification Letter, MLBFS agreed to
forbear from enforcing any of its rights and remedies under the Loan  Documents,
at law or in equity,  with respect to the Existing Event of Default,  and agreed
to certain amendments to the Loan Documents.

Customer has  requested  that (i) MLBFS  continue to forbear from  enforcing its
rights and remedies  under the Loan  Agreement and the other Loan Documents as a
result  of the  Existing  Event of  Default,  and (i)  MLBFS  agree  to  certain
additional  amendments  to the Loan  Documents  and MLBFS  has  agreed to do so,
subject to the execution and delivery of this letter agreement by Customer,  and
its continued  compliance with the terms and conditions of this letter agreement
and the Loan Agreement and other Loan Documents, as modified herein.

Accordingly,  effective as of the Effective  Date (as defined  below),  the Loan
Documents are hereby amended as follows:

      (a)   The  Loan  agreement  is  hereby   modified  by  deleting  the  term
            "Applicable Margin" in its entirety from Section 1(a), and inserting
            the following in lieu thereof:

      "Applicable Margin" shall mean 5.50%."

      (b)   The Loan Agreement is hereby modified by adding the new defined term
            "Cap Amount" to Section 1(a) in the proper alphabetical order:

            "Cap  Amount"  shall  mean  (i)  $4,000,000  as  of  the
            Effective Date through and including June 30, 2004; (ii)
            $3,750,000  as of July 1,  2004  through  and  including
            September  30, 2004;  (iii)  $3,500,000 as of October 1,
            2004 through and including  December 30, 2004,  and (iv)
            $3,000,000   at  all  times   thereafter,   through  and
            including the Maturity Date."

      (c)   The Loan Agreement is hereby modified by amending the term "Maturity
            Date" contained in Section 1(a) to mean January 31, 2005 (subject to
            earlier  termination   pursuant  to  the  terms  hereof,   including


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                                                Medialink Worldwide Incorporated
                                                                  April 13, 2004
                                                                          Page 3

            termination  upon the occurrence  and during the  continuance of any
            Event of Default).

      (d)   The Loan Agreement is hereby  modified by amending the term "Maximum
            WCMA Line of Credit" in Section 1(a) to mean:

            "Maximum  WCMA Line of Credit shall mean an amount equal
            to the  lesser  of:  (A) the Cap  Amount,  or (B) eighty
            percent (80%) Customer's  Accounts and Chattel Paper, as
            shown  on  its  regular  books  and  records  (excluding
            Accounts over 90 days old,  directly or  indirectly  due
            from any  person or entity not  domiciled  in the United
            States, or from any shareholder,  officer or employee of
            Customer or any affiliate thereof)."

      (e)   The Loan Agreement is hereby modified by inserting the following new
            subsection (k) in Section 4 thereof.

            "INACTIVE SUBSIDIARIES.  Each of OnLine Broadcasting and
            Tempest  TV   Limited   (collectively,   the   "Inactive
            Subsidiaries"),   are   wholly-owned   subsidiaries   of
            Customer and currently  possess no assets and conduct no
            business activities."

      (f)   The Loan  Agreement  is  hereby  modified  by adding  the  following
            sentence to subsection (c) of Section 5:

            "In addition, within twenty (20) days after the close of
            each fiscal month of Customer, Customer shall furnish to
            MLBFS a borrowing base  certificate in the form supplied
            by MLBFS to  Customer,  together  with  such  additional
            documents as may be required thereby."

      (g)   The Loan Agreement is hereby modified by deleting the first sentence
            of Section 6(n) in its entirety and  inserting the following in lieu
            thereof:

            "For the  period  beginning  January  1, 2004 and ending
            December 31, 2004, Customer's Capital Expenditures shall
            not exceed  $1,500,000 in the aggregate.  For the period
            beginning  January  1, 2005 and  ending on the  Maturity
            Date,  Customer's Capital  Expenditures shall not exceed
            $250,000 in the aggregate."

      (h)   The Loan  Agreement is hereby  modified by deleting  Section 6(g) in
            its entirety, and inserting the following in lieu thereof:

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                                                Medialink Worldwide Incorporated
                                                                  April 13, 2004
                                                                          Page 4

            "ACQUISITIONS.   Neither   Customer   nor  any  Business
            Guarantor   shall   cause   or   permit   to   cause  an
            Acquisition."

      (i)   The Loan  Agreement is hereby  modified by deleting  Sections  6(h),
            6(i) and 6(o) in their entirety.

      (j)   The  Loan  Agreement  is  hereby  modified  by the  addition  of the
            following new Section 6(q):


            "MINIMUM  QUARTERLY EBITDA Customer shall not permit its
            EBITDA  (Customer's  income before  interest  (including
            payments in the nature of interest under capital leases,
            taxes,  depreciation  and  amortization) to be less than
            the  EBITDA  set  forth  below  for  the   corresponding
            calendar quarter:

            ---------------------------------- ---------------------------------
                     Calendar Quarter                  Minimum EBITDA
            ---------------------------------- ---------------------------------
            End of second quarter 2004         $   775,000
            ---------------------------------- ---------------------------------
            End of third quarter 2004          $   225,000
            ---------------------------------- ---------------------------------
            End of fourth quarter 2004         $1,050,000
            ---------------------------------- ---------------------------------
            End of first quarter 2005          $   500,000
            ---------------------------------- ---------------------------------

      (k)   The  Loan  Agreement  is  hereby  modified  by the  addition  of the
            following new Section 6(r):

            "EQUITY  FINANCING.  Not later than  January  15,  2005,
            Customer shall have arranged equity financing to support
            the  operations of TTX (US) LLC and TTX Limited  through
            the Maturity Date in an amount  satisfactory to MLBFS in
            its sole  discretion.  From and after  January 15, 2005,
            Customer shall cease providing  financial support of any
            kind to TTX (US) LLC and TTX Limited, including, without
            limitation,  the making of loans, advances,  guaranties,
            transfer  of  assets,   open  account  sales,  or  other
            provision of goods, services or credit.

      (l)   The  Loan  Agreement  is  hereby  modified  by the  addition  of the
            following new Section 6(s):


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                                                Medialink Worldwide Incorporated
                                                                  April 13, 2004
                                                                          Page 5

            "LOANS AND ADVANCES.  Customer  shall not make any loans
            or advances to any affiliate or any other party,  except
            for:

            (i)   loans  and  advances  in the  ordinary  course  of
                  business to its affiliate Business Wire/Medialink,
                  LLC for  general  payroll,  which shall not exceed
                  $250,000 in the aggregate outstanding at any time;
                  and

            (ii)  loans,  advances and  investments  in TTX (US) LLC
                  and TTX  Limited  in an  aggregate  amount  not to
                  exceed $6,800,000 outstanding at any time.

      (m)   The  Loan  Agreement  is  hereby  modified  by the  addition  of the
            following new Section 6(t):

            "INACTIVE  SUBSIDIARIES.  Customer shall not conduct any
            business  in, or  transfer  any assets to, any  Inactive
            Subsidiaries."

      (n)   The  Loan  Agreement  is  hereby  modified  by the  addition  of the
            following new Section 7(l):

            "ADDITIONAL  GUARANTEES.  Not later than April 30, 2004,
            Customer   shall   cause  The   Delahaye   Group,   Inc.
            ("Delahaye")  to  execute  and  deliver  to  MLBFS  such
            security  agreements,  pledge agreements,  hypothecation
            agreements,  financing statements, and the like as MLBFS
            shall  reasonably  request  so as to cause  Delahaye  to
            grant  to  MLBFS  a  security  interest  in  all  of the
            business assets of Delahaye to secure its Obligations to
            MLBFS under its Unconditional  Guaranty dated as of July
            26,  1999,  as  well  as the  Obligations  of  Customer,
            howsoever created. In addition,  not later than June 30,
            2004,  Customer shall cause each of TTX (US) LLC and TTX
            Limited to execute and deliver to MLBFS an Unconditional
            Guaranty of the Obligations of Customer in such form and
            containing  such  conditions  as MLBFS shall  reasonably
            request, together with evidence satisfactory to MLBFS as
            to the due  authority  of such  entity  to  execute  and
            deliver such documents and be legally bound by them, and
            which may include, among other things,  certified copies
            of  each   such   entity's   organizational   documents,
            resolutions of their  respective  boards or directors or
            managers,   opinions  of  counsel   (including   foreign
            counsel),  and the like.  To the  extent  that  Customer
            demonstrates  to the  satisfaction of MLBFS that each of
            TTX (US) LLC and TTX Limited are prohibited from issuing
            guarantees in excess of One Million Euros, MLBFS agrees

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                                                Medialink Worldwide Incorporated
                                                                  April 13, 2004
                                                                          Page 6

            that  each such  guaranty  required  hereunder  shall be
            limited to the U.S.  Dollar  equivalent  of One  Million
            Euros on the date demand for payment is made thereunder,
            as determined by MLBFS, plus interest thereon until paid
            and all costs of enforcement.

So long as Customer  shall  continue to comply with the terms and  conditions of
the Loan Documents,  as modified herein,  MLBFS agrees to forbear from enforcing
any of its rights and remedies  under the Loan  Documents,  at law or in equity,
with respect to the Existing  Event of Default.  Notwithstanding  the foregoing,
nothing  herein  constitutes a waiver by MLBFS with respect to any of its rights
or remedies  under any of the Loan  Documents as a result of the  occurrence  or
existence  of any other Event of Default,  all of which  rights and remedies are
hereby reserved.

Except as expressly  amended  hereby,  the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.

By their execution of this Letter  Agreement,  the below-named  guarantor hereby
consents to the foregoing modifications to the Loan Documents, and hereby agrees
that the  "Obligations"  under  its  Unconditional  Guaranty  and/or  agreements
providing  collateral  shall extend to and include the  Obligations  of Customer
under the Loan Documents, as amended hereby.

Customer  and said  Guarantor  acknowledge,  warrant  and  agree,  as a  primary
inducement to MLBFS to enter into this Agreement,  that: (a) no Default or Event
of Default  (other than the  Existing  Event of  Default)  has  occurred  and is
continuing  under the Loan Documents;  (b) each of the warranties of Customer in
the Loan  Documents  are true and  correct  as of the date  hereof  and shall be
deemed remade as of the date hereof;  (c) neither Customer nor Guarantor has any
claim  against  MLBFS or any of its  affiliates  arising out of or in connection
with the Loan Documents or any other matter whatsoever; and (d) neither Customer
nor Guarantor has any defense to payment of any amounts  owing,  or any right of
counterclaim for any reason under, the Loan Documents.

Provided that no Event of Default (other than the Existing Event of Default), or
event  which  with  the  giving  of  notice,  passage  of time,  or both,  would
constitute an Event of Default, shall then have occurred and be continuing under
the terms of the Loan  Documents,  the  amendments and agreements in this Letter
Agreement will become  effective on the date (the "Effective  Date") upon which:
(a) Customer and the  Guarantors  shall have  executed and returned to MLBFS the
duplicate  copy of this Letter  Agreement  enclosed  herewith;  (b) an office of
MLBFS shall have reviewed and approved this Letter Agreement as being consistent
in all respects with the original internal  authorization  hereof;  (c) Customer
shall have paid to MLBFS a principal  repayment in an amount sufficient to cause
the principal  amount of the  outstanding  Obligations  outstanding  on the date
hereof to be equal to or less than the Maximum  WCMA Line of Credit,  as amended
hereby; (d) Customer shall have paid to MLBFS a forbearance fee in the amount of
$30,000,  which amount Customer  authorizes  MLBFS to charge against  Customer's

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                                                Medialink Worldwide Incorporated
                                                                  April 13, 2004
                                                                          Page 7

WCMA Account on the date hereof;  and (e) Customer shall reimburse MLBFS for all
of its reasonable  costs and expenses,  including  reasonable  attorneys'  fees,
incurred in connection  with the  preparation and negotiation of this Amendment,
which  amount  Customer  authorizes  MLBFS to  charge  against  Customer's  WCMA
Account.

Notwithstanding the foregoing,  if Customer and the Guarantor do not execute and
return the  duplicate  copy of this Letter  Agreement  within five days from the
date hereof, or if for any other reason (other than the sole fault of MLBFS) the
Effective  Date shall not occur  within said five day  period,  then all of said
amendments and agreements, including the Agreement of


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                                                Medialink Worldwide Incorporated
                                                                  April 13, 2004
                                                                          Page 8

MLBFS to forbear from enforcing the Existing Event of Default, will, at the sole
option of MLBFS, be void.

Very truly yours,

MERRILL LYNCH BUSINESS
FINANCIAL SERVICES INC.


By: /s/ Jason E. Deegan
    ------------------------------
         Jason E. Deegan
         Assistant Vice President


Accepted and Agreed this ___
day of  ____________, 2004.

MEDIALINK WORLDWIDE INCORPORATED

By: /s/ J. Graeme McWhirter
    ------------------------------


Printed Name:  J. Graeme McWhirter
               -------------------

Approved and agreed to this 14th
day of April, 2004

THE DELAHAYE GROUP, INC.

By: /s/ Jason E. Deegan
    ------------------------------


Printed Name: J. Graeme McWhirter

Title: Executive Vice President