Exhibit
      10.16

    


    SECURITY
      AGREEMENT

    


    1.
      THE
      SECURITY. The undersigned, Medialink Worldwide Incorporated, a Delaware
      corporation (the “Pledgor”)
      and
      all of the subsidiaries of the Pledgor exclusive of the Excluded Subsidiaries
      (as defined in the Amendment and Waiver Agreement dated October 6, 2008 (the
      “Subsidiaries”
and
      together with the Pledgor, the “Debtors”),
      hereby assign and grant to the holders of the Pledgor’s Variable Rate
      Convertible Debentures (collectively, the “Debentures”),
      signatory hereto, their endorsees, transferees and assigns (collectively, the
      “Creditors”),
      a
      security interest in all assets of the Debtors, now owned or hereafter acquired,
      including the following described property now owned or hereafter acquired
      by
      the Debtors (the “Collateral”):

     

    (a)
      All
      accounts, contract rights, chattel paper, instruments, deposit accounts, letter
      of credit rights, payment intangibles and general intangibles, including all
      amounts due to each Debtor from a factor; and all returned or repossessed goods
      which, on sale or lease, resulted in an account or chattel paper.

    


    (b)
      All
      inventory, including all materials, work in process and finished
      goods.

    


    (c)
      All
      machinery, furniture, fixtures and other equipment of every type now owned
      or
      hereafter acquired by the Pledgor.

    


    (d)
      All
      instruments, notes, chattel paper, documents, certificates of deposit,
      securities and investment property of every type, including, without limitation,
      the capital stock of all of the Subsidiaries. The Collateral shall include
      all
      liens, security agreements, leases and other contracts securing or otherwise
      relating to the foregoing.

    


    (e)
      All
      general intangibles, including, but not limited to: (i) all patents, and all
      unpatented or unpatentable inventions, (ii) all trademarks, service marks,
      and
      trade names, (iii) all copyrights and literary rights, (iv) all computer
      software programs, (v) all mask works of semiconductor chip products, and (vi)
      all trade secrets, proprietary information, customer lists, manufacturing,
      engineering and production plans, drawings, specifications, processes and
      systems. The Collateral shall include all good will connected with or symbolized
      by any of such general intangibles, all contract rights, documents,
      applications, licenses, materials and other matters related to such general
      intangibles; all tangible property embodying or incorporating any such general
      intangibles; and all chattel paper and instruments relating to such general
      intangibles.

    


    (f)
      All
      negotiable and nonnegotiable documents of title covering any
      Collateral.

     

    
      
        
        

      

      
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    (g)
      All
      accessions, attachments and other additions to the Collateral, and all tools,
      parts and equipment used in connection with the Collateral.

    


    (h)
      All
      substitutes or replacements for any Collateral, all cash or non-cash proceeds,
      product, rents and profits of any Collateral, all income, benefits and property
      receivable on account of the Collateral, all rights under warranties,
      indemnities and insurance contracts, letters of credit, guaranties or other
      supporting obligations covering the Collateral, and any causes of action
      relating to the Collateral.

    


    (i)
      All
      books and records pertaining to any Collateral, including but not limited to
      any
      computer-readable memory and any computer hardware or software necessary to
      process such memory ("Books
      and Records").

    


    2.
      THE
      INDEBTEDNESS. The Collateral secures and will secure all Indebtedness.
      "Indebtedness"
      means
      all debts, obligations or liabilities under the Debentures now or hereafter
      existing, absolute or contingent of the Debtors to the Creditors, whether
      voluntary or involuntary, whether due or not due, or whether incurred directly
      or indirectly or acquired by the Creditors by assignment or otherwise.


    


    3.
      DEBTORS’ COVENANTS. Each Debtor, severally and jointly, represents, covenants
      and warrants that unless compliance is waived by each of the Creditors in
      writing:

    


    (a)
      Each
      Debtor will properly preserve the Collateral (except for any thereof that is
      sold in the ordinary course of business), defend the Collateral against any
      adverse claims and demands, and keep accurate Books and Records.

    


    (b)
      Each
      Debtor’s chief executive office is located in the state specified on the
      signature page hereof. In addition, each Debtor is incorporated in or organized
      under the laws of the state specified on such signature page. Each Debtor shall
      give the Creditors at least thirty (30) days notice before changing its chief
      executive office or state of incorporation or organization. The Debtors will
      notify the Creditors in writing prior to any change in the location of any
      Collateral (except to the extent the change arises from the sale thereof in
      the
      ordinary course of business), including the Books and Records.

    


    (c)
      Each
      Debtor will notify the Creditors, in writing, prior to any change in the
      Debtor’s name, identity or material change in its business
      structure.

    


    (d)
      Except as set forth on Exhibit
      B
      attached
      hereto, or except as otherwise specifically contemplated by this Agreement
      or
      unless otherwise agreed, each Debtor has not granted and will not grant any
      security interest in any of the Collateral except to the Creditors, and will
      keep the Collateral free of all liens, claims, security interests and
      encumbrances of any kind or nature except the security interest of the
      Creditors.

    


    
      
        
        

      

      
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    (e)
      Each
      Debtor will promptly notify the Creditors, in writing, of any event which
      materially affects the value of the Collateral, the ability of the Debtors
      or
      the Creditors to dispose of the Collateral, or the rights and remedies of the
      Creditors in relation thereto, including, but not limited to, the levy of any
      legal process against any Collateral and the adoption of any marketing order,
      arrangement or procedure affecting the Collateral, whether governmental or
      otherwise.

    


    (f)
      Each
      Debtor, severally and jointly, shall pay all costs necessary to preserve,
      defend, enforce and collect the Collateral, including but not limited to taxes,
      assessments, insurance premiums, repairs, rent, storage costs and expenses
      of
      sales, and any costs to perfect the security interest of the Creditors
      (collectively, the “Collateral
      Costs”).
      Without waiving such Debtor’s default for failure to make any such payment, the
      Creditors, following any such failure, at its option may pay any such Collateral
      Costs, and discharge encumbrances on the Collateral, and such Collateral Costs
      payments shall be a part of the Indebtedness and bear interest at the rate
      set
      out in the Indebtedness. Each Debtor, severally and jointly, agrees to reimburse
      the Creditors on demand for any Collateral Costs reasonably
      incurred.

    


    (g)
      Until
      the Creditors exercise their rights to make collection, the Debtors will
      diligently collect all Collateral.

    


    (h)
      If
      any Collateral is or becomes the subject of any registration certificate,
      certificate of deposit or negotiable document of title, including any warehouse
      receipt or bill of lading, each Debtor shall immediately deliver such document
      to the Creditors, together with any necessary endorsements.

    


    (i)
      The
      Debtors will not sell, lease, agree to sell or lease, or otherwise dispose
      of
      any Collateral generating proceeds (A) in excess of $15,000 in any one or a
      series of related transactions or (B) in excess of $100,000 in the aggregate,
      except with the prior written consent of the Creditors; provided,
      however,
      that
      the Debtors may, without the consent of the Creditors, (1) sell inventory in
      the
      ordinary course of business or (2) sell all or substantially all of the assets
      of the Debtors in a transaction provided that, as a condition to any such sale,
      the Debentures shall be redeemed in full, including all outstanding interest,
      costs and expenses (the “Outstanding Obligations”), at closing pursuant to an
      escrow account in which a sufficient amount of the proceeds from such sale
      to
      cover the Outstanding Obligations are paid to and distributed directly to the
      holders of the Debentures.

    


    (j)
      Each
      Debtor will maintain and keep in force insurance covering the Collateral against
      fire and extended coverage, to the extent that any Collateral is of a type
      which
      can be so insured. Such insurance shall require losses to be paid on a
      replacement cost basis and include a loss payable endorsement in favor of the
      Creditors in a form reasonably acceptable to the Creditors. Upon the request
      of
      the Creditors, the Debtors shall deliver to the Creditors a certificate of
      insurance listing all insurance in force.

    


    
      
        
        

      

      
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    (k)
      The
      Debtors will not attach any Collateral to any real property or fixture in a
      manner which might cause such Collateral to become a part thereof unless the
      Debtor first obtains the written consent of any owner, holder of any lien on
      the
      real property or fixture, or other person having an interest in such property
      to
      the removal by the Creditors of the Collateral from such real property or
      fixture. Such written consent shall be in form and substance reasonably
      acceptable to the Creditors and shall provide that the Creditors have no
      liability to such owner, holder of any lien, or any other person.

    


    (l)
      Exhibit
      A
      to this
      Agreement is a complete list of all patents, trademark and service mark
      registrations, copyright registrations, mask work registrations, and all
      applications therefore, in which each Debtor has any right, title, or interest,
      throughout the world.
      Each
      Debtor will promptly notify the Creditors of any acquisition (by adoption and
      use, purchase, license or otherwise) of any patent, trademark or service mark
      registration, copyright registration, mask work registration, and applications
      therefore, and unregistered trademarks and service marks and copyrights,
      throughout the world, which are granted or filed or acquired by any Debtor
      after
      the date hereof or which are not listed on such Exhibit.
      Each
      Debtor authorizes the Creditors, without notice to any Debtor, to modify this
      Agreement by amending such Exhibit to include any such Collateral.

    


    (m)
      Each
      Debtor will, at its expense, diligently prosecute all material patent, trademark
      or service mark or copyright applications pending on or after the date hereof,
      will maintain in effect all issued patents and will renew all trademark and
      service mark registrations, including payment of any and all maintenance and
      renewal fees relating thereto, except for such patents, service marks and
      trademarks that are being sold, donated or abandoned by the Debtors pursuant
      to
      the terms of its intellectual property management program.
      Each
      Debtor also will promptly make application on any material patentable but
      unpatented inventions, material registerable but unregistered trademarks and
      service marks, and material copyrightable but uncopyrighted works.
      Each
      Debtor will at its expense protect and defend all rights in the Collateral
      against any material claims and demands of all persons other than the Creditors
      and will, at its expense, enforce all rights in the Collateral against any
      and
      all infringers of the Collateral where such infringement would materially impair
      the value or use of the Collateral to the Debtors or the Creditors.
      No
      Debtor
      will license or transfer any of the Collateral, except for such licenses as
      are
      customary in the ordinary course of the Debtors’ business, or except with the
      prior written consent of each of the Creditors, which consent shall not be
      unreasonably withheld.

    


    
      
        
        

      

      
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    4.
      ADDITIONAL OPTIONAL REQUIREMENTS.
      Each
      Debtor agrees that the Creditors may, at their option at any time, whether
      or
      not any Debtor is in default:

    


    (a)
      Require the Debtors to deliver to the Creditors (i) copies of or extracts from
      the Books and Records, and (ii) information on any contracts or other matters
      affecting the Collateral.

    


    (b)
      Examine the Collateral, including the Books and Records, and make copies of
      or
      extracts from the Books and Records, and for such purposes enter at any
      reasonable time, with or without prior notice, upon the property where any
      Collateral or any Books and Records are located.

    


    (c)
      Require each Debtor to deliver to the Creditors any instruments, chattel paper
      or letters of credit which are part of the Collateral, and to assign to the
      Creditors the proceeds of any such letters of credit.

    


    (d)
      Notify any account debtors, any buyers of the Collateral, or any other persons
      of the Creditors’ interest in the Collateral; provided, however, that the
      Creditors may make such notification under this Section 4(d) only if (A) the
      Debtor is in default or (B) an event has occurred which, with the passage of
      time or notice by the Creditors, the Debtor will be in default.

    


    5.
      DEFAULTS. Any one or more of the following shall be a default
      hereunder:

    


    (a)
      Any
      Indebtedness is not paid when due, or any default occurs under any agreement
      relating to the Indebtedness, after giving effect to any applicable grace or
      cure periods.

    


    (b)
      Any
      Debtor
      breaches
      any term, provision, warranty or representation under this Agreement or under
      any other obligation of the Debtor to the Creditor, and such breach remains
      uncured after any applicable cure period.

    


    (c)
      Any
      Creditor fails to have an enforceable lien on or security interest in the
      Collateral due to the action or inaction on the part of the Debtor.

    


    (d)
      Any
      custodian, receiver or trustee is appointed to take possession, custody or
      control of all or a material portion of the Collateral.

    


    (e)
      Any
      involuntary material lien of any kind or character attaches to any Collateral,
      except for liens for taxes not yet due.

    


    6.
      CREDITOR’S REMEDIES AFTER DEFAULT. In the event of any default, the Creditors
      may do any one or more of the following:

    


    (a)
      Declare any Indebtedness immediately due and payable, without notice or
      demand.

    


    
      
        
        

      

      
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    (b)
      Enforce
      the security interest given hereunder pursuant to the Uniform Commercial Code
      and any other applicable law.

    


    (c)
      Require the Debtors to obtain the Creditors’ prior written consent to any sale,
      lease, agreement to sell or lease, or other disposition of any Collateral
      consisting of inventory.

    


    (d)
      Require the Debtors to segregate all collections and proceeds of the Collateral
      so that they are capable of identification and deliver daily such collections
      and proceeds to the Creditors in kind.

    


    (e)
      Require the Debtors, to the extent not previously required, to direct all
      account debtors to forward all payments and proceeds of the Collateral to a
      post
      office box or account under the Creditors’ exclusive control.

    


    (f)
      Require the Debtors to assemble the Collateral, including the Books and Records,
      and make them available to the Purchaser at a place designated by the
      Creditors.

    


    (g)
      Enter
      upon the property where any Collateral, including any Books and Records, are
      located and take possession of such Collateral and such Books and Records,
      and
      use such property (including any buildings and facilities) and any of the
      Debtors’ equipment, if the Creditor deems such use necessary or advisable in
      order to take possession of, hold, preserve, process, assemble, prepare for
      sale
      or lease, market for sale or lease, sell or lease, or otherwise dispose of,
      any
      Collateral.

    


    (h)
      Demand and collect any payments on and proceeds of the Collateral. In connection
      therewith, each Debtor irrevocably authorizes the Creditors to endorse or sign
      the Debtor’s name on all checks, drafts, collections, receipts and other
      documents, and to take possession of and open the mail addressed to the Debtor
      and remove therefrom any payments and proceeds of the Collateral.

    


    (i)
      Grant
      extensions and compromise or settle claims with respect to the Collateral for
      less than face value, all without prior notice to any Debtor.

    


    (j)
      Use
      or transfer any of the Debtors’ rights and interests in any Intellectual
      Property now owned or hereafter acquired by any Debtor, if the Creditors deem
      such use or transfer necessary or advisable in order to take possession of,
      hold, preserve, process, assemble, prepare for sale or lease, market for sale
      or
      lease, sell or lease, or otherwise dispose of, any Collateral.
      The
      Debtors
      agree that any such use or transfer shall be without any additional
      consideration to any Debtor. As used in this paragraph, "Intellectual
      Property"
      includes, but is not limited to, all trade secrets, computer software, service
      marks, trademarks, trade names, trade styles, copyrights, patents, applications
      for any of the foregoing, customer lists, working drawings, instructional
      manuals, and rights in processes for technical manufacturing, packaging and
      labeling, in which any Debtor has any right or interest, whether by ownership,
      license, contract or otherwise.

    


    
      
        
        

      

      
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    (k)
      Have
      a receiver appointed by any court of competent jurisdiction to take possession
      of the Collateral.
      Each
      Debtor hereby consents to the appointment of such a receiver and agrees not
      to
      oppose any such appointment.

    


    (l)
      Take
      such measures as the Creditors may deem necessary or advisable to take
      possession of, hold, preserve, process, assemble, insure, prepare for sale
      or
      lease, market for sale or lease, sell or lease, or otherwise dispose of, any
      Collateral, and each Debtor hereby irrevocably constitutes and appoints the
      Creditors as the Debtors’ attorneys-in-fact to perform all acts and execute all
      documents in connection therewith.

    


    (m)
      Exercise any other remedies available to the Creditors at law or in
      equity.

     

    7.
      MISCELLANEOUS.

    


    (a)
      Any
      waiver, express or implied, of any provision hereunder and any delay or failure
      by any Creditor to enforce any provision shall not preclude any Creditor from
      enforcing any such provision thereafter.

    


    (b)
      The
      Debtors
      shall, at the request of any of the Creditors, execute such other agreements,
      documents, instruments, or financing statements in connection with this
      Agreement as the Creditors may reasonably deem necessary.

    


    (c)
      This
      Agreement shall be governed by and construed according to the laws of the State
      of New York, to the jurisdiction of which the parties hereto
      submit.

    


    (d)
      All
      rights and remedies herein provided are cumulative and not exclusive of any
      rights or remedies otherwise provided by law. Any single or partial exercise
      of
      any right or remedy shall not preclude the further exercise thereof or the
      exercise of any other right or remedy.

    


    (e)
      All
      terms not defined herein are used as set forth in the Uniform Commercial Code.
      

    


    (f)
      In the
      event of any action by the Creditors to enforce this Agreement or to protect
      the
      security interest of the Creditors in the Collateral, or to take possession
      of,
      hold, preserve, process, assemble, insure, prepare for sale or lease, market
      for
      sale or lease, sell or lease, or otherwise dispose of, any Collateral, the
      Debtors agree to immediately pay the costs and expenses thereof, together with
      reasonable attorney's fees and allocated costs for in-house legal services
      to
      the extent permitted by law.

    


    
      
        
        

      

      
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    (g)
      In
      the event any of the Creditors seek to take possession of any or all of the
      Collateral by judicial process, the Debtors hereby irrevocably waive any bonds
      and any surety or security relating thereto that may be required by applicable
      law as an incident to such possession, and waives any demand for possession
      prior to the commencement of any such suit or action.

    


    (h)
      This
      Agreement shall constitute a continuing agreement, applying to all future as
      well as existing transactions, whether or not of the character contemplated
      at
      the date of this Agreement, and if all transactions between the Creditors and
      the Debtors shall be closed at any time, shall be equally applicable to any
      new
      transactions thereafter.

    


    (i)
      The
      Creditors’ rights hereunder shall inure to the benefit of its successors and
      assigns. In the event of any assignment or transfer by any Creditors of any
      of
      the Indebtedness or the Collateral, such Creditors thereafter shall be fully
      discharged from any responsibility with respect to the Collateral so assigned
      or
      transferred, but such Creditors shall retain all rights and powers hereby given
      with respect to any of the Indebtedness or the Collateral not so assigned or
      transferred. All representations, warranties and agreements of the Debtors
      shall
      be binding upon the successors and assigns of the Debtors.

    


    (j)
      The
      Debtors agree that the Collateral may be sold as provided for in this Agreement
      and expressly waives any rights of notice of sale, advertisement procedures,
      or
      related provisions granted under applicable law, including the New York Lien
      Law.

    


    8.
      AGENT.
      Each Creditor hereby appoints Rockmore Investment Master Fund Ltd. to act as
      its
      agent (“Agent”)
      for
      purposes of exercising any and all rights and remedies of the Creditors
      hereunder and to take all actions that the Creditors may or could take
      hereunder. Unless any provision of this Agreement specifically requires all
      Creditors to take a specific action or exercise a specific remedy, each Creditor
      agrees that Agent shall exercise any and all rights and remedies of the
      Creditors hereunder and take all actions that the Creditors may or could take
      hereunder.
      In
      addition, unless otherwise specifically required, any notice the Debtors may
      give to Creditors hereunder may instead be given only to Agent. The Agent shall
      have the rights, responsibilities and immunities set forth in Annex
      A
      hereto.


    
      
        
        

      

      
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    The
      parties executed this Agreement as of October __, 2008.

    


    
      	
              MEDIALINK
                WORLDWIDE INCORPORATED

            	 	
              Address:
                

            	      
              
	 	 	 	 	 
	
              By:

            	       
              	 	
              State
                of Incorporation: 

            
	
               

            	
              Name: 

            	 	     
              
	
               

            	
              Title: 

            	 	 	 


    

    


    
      	
              [INSERT
                NAMES OF ADDITIONAL DEBTORS]

            
	 	 
	By: 	   
              
	 	Name:  
	
               

            	
              Title:  

            


    

    


    [SIGNATURE
      PAGE OF CREDITORS FOLLOWS]


    
      
        
        

      

      
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    [SIGNATURE
      PAGE OF CREDITORS TO MDLK SECURITY AGREEMENT]

     

    
      	
              Name
                of Investing Entity:
                __________________________________

            
	 
	
              Signature
                of Authorized Signatory of Investing entity:
                _________________________________

            
	 
	
              Name
                of Authorized Signatory:
                _________________________________

            
	 
	
              Title
                of Authorized Signatory:
                __________________________________

            


    

     

    [SIGNATURE
      PAGE OF CREDITORS FOLLOWS]

     

    
      
        
        

      

      
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