Exhibit
      4.5

    


    AMENDMENT
      AND WAIVER AGREEMENT

    


    THIS
      AMENDMENT AND WAIVER AGREEMENT
      (this
“Agreement”)
      dated
      as of October 6, 2008, is entered into among Medialink Worldwide Incorporated,
      a
      Delaware corporation (the “Company”)
      and
      the undersigned holder (the “Holder”)
      of the
      Company’s Variable Rate Convertible Debenture due November 9, 2009 (the
“Debenture”).
      Capitalized terms used herein but not otherwise defined herein shall have the
      meanings ascribed to such terms in the Purchase Agreement (as defined below)
      or
      the Debenture.

    


    WHEREAS,
      pursuant to that certain Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of November 8, 2004, among the Company, the Holder, and the other holders
      of
      the Debentures (collectively with the Holder, the “Holders”),
      the
      Company issued Debentures in the aggregate principal amount of $5 million;
      and

    


    WHEREAS,
      the
      Company has requested that the Holder agree to certain waivers and amendments
      under the Transaction Documents, and the Holder has agreed to such request,
      subject to the terms and conditions of this Agreement;

    


    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Holder and the Company hereby agree as follows:

    


    1. Prepayment
      of Holder’s Debenture.

    


    (a) The
      Company shall prepay in cash to the Holder, the Holder’s pro rata share of $1.7
      million principal amount of the Debentures (the “Permitted
      Prepayment”)
      no
      later than three (3) business days after the Effective Date (the “Permitted
      Prepayment Date”).
      The
      Permitted Prepayment shall be applied to reduce a portion of the then
      outstanding principal amount of the Holder’s Debenture in the allocable
      percentage amounts to the Holder set forth on Schedule
      1
      attached
      hereto (the “Disbursement
      Instructions”).
      Failure to make the Permitted Prepayment in full on or before the Permitted
      Prepayment Date shall be an Event of Default under the Holder’s
      Debenture.

    


    (b) The
      Company and the Holder hereby agree that no later than the Permitted Prepayment
      Date the Company shall prepay the Holder’s pro rata share of $300,000 of
      interest on the Debentures, in cash, which shall account for the interest due
      for the 15-month period subsequent to the Permitted Prepayment Date (the
“Prepaid
      Interest”).
      Notwithstanding anything contained in this Section 1(b) to the contrary, the
      Company shall timely pay all interest that accrues to the Holder through the
      Permitted Prepayment Date and this Section 1(b) shall not be construed as a
      waiver by the Holder of such interest payments. Failure to make such payment
      in
      full on or before the Permitted Prepayment Date shall be an Event of Default
      under the Holder’s Debenture.

    


    (c) Each
      such
      prepayment of the principal amount and interest on the Holder’s Debenture shall
      be paid to the Holder pro-rata based upon the outstanding principal amount
      of
      Holder’s Debenture held by the Holder on the date hereof, all as set forth in
      the Disbursement Instructions.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d) Upon
      the
      satisfaction of the conditions set forth in Section 10 hereof, the agreements,
      waivers and amendments contained in Sections 1(a), 1(b), 3 through and including
      7, and 9 shall become effective and such date shall be the “Effective
      Date”.

    


    2. Ratifications.
      The
      Company hereby confirms and agrees that, except as otherwise expressly provided
      herein, the Purchase Agreement and each other Transaction Document is, and
      shall
      continue to be, in full force and effect and is hereby ratified and confirmed
      in
      all respects, except that on and after the Effective Date (i) all references
      in
      the Purchase Agreement to "this Agreement", "hereto", "hereof", "hereunder"
      or
      words of like import referring to the Purchase Agreement shall mean the Purchase
      Agreement as amended by this Agreement, and (ii) all references in the
      other Transaction Documents to the "Securities Purchase Agreement", "thereto",
      "thereof", "thereunder" or words of like import referring to the Purchase
      Agreement shall mean the Purchase Agreement as amended by this
      Agreement.

    


    3. Extension
      of Maturity Date.
      Effective as of the Effective Date, the Company and the Holder hereby agree
      that
      the “Maturity Date” of the Holder’s Debenture as to the remaining principal
      amount outstanding after the application of the Permitted Prepayment shall
      be
      extended until June 30, 2010.

    


    4. Amendment
      of Default on the Holder’s Debenture.
      Effective as of the Effective Date, the Company and the Holder hereby amend
      Section 8(a)(v) and Section 8(a)(vi) of the Holder’s Debenture to provide that
      all references to “Subsidiary” therein shall exclude TTX (US) LLC, a New York
      limited liability company, TTX Limited, a United Kingdom entity and Medialink
      UK
      Limited (collectively, the “Excluded
      Subsidiaries”).
      Such
      exclusion shall only apply to Sections 8(a)(v) and 8(a)(vi) of the Debenture
      and
      to no other Events of Default or provisions under the Transaction Documents.
      In
      the event of a sale of assets, liquidation, dissolution, reorganization or
      similar event of an Excluded Subsidiary that results in the Company receiving
      net proceeds in excess of $750,000 in the aggregate or in excess of $1.25
      million in the aggregate, such excess proceeds shall be applied 50% or 100%,
      respectively, to the repayment of the Debentures. Additionally, the definition
      of “Subsidiary” under the Transaction Documents is hereby amended to include any
      future formed subsidiaries of the Company or any subsidiary of the Company
      which
      would be covered by Sections 8(a)(v) and 8(a)(vi) of the Debenture. The Company
      agrees to honor all guarantees or co-obligations that it has of the Excluded
      Subsidiaries’ obligations.

    


    5. Amendment
      to Sections 1 and 8(a)(vii) of the Holder’s Debenture.
      Effective as of the Effective Date, the Company and the Holder hereby agree
      that
      the term “Trading Market” as defined in Section 1 and used in Section 8(a)(vii)
      of the Holder’s Debenture shall be deemed to include the OTC Bulletin Board
      (but, specifically, not the “pink sheets” published by Pink Sheets
      LLC).

    


    6. Amendment
      to Section 8(a)(viii) of the Holder’s Debenture.
      Effective as of the Effective Date, the Company and the Holder hereby amend
      Section 8(a)(viii) of the Holder’s Debenture to replace it in its entirety with
      the following:

    


    “subsequent
      to the Effective Date, the Company shall be a party to any Change of Control
      Transaction or shall agree to sell or dispose of 40% of its assets in one or
      more transactions (whether or not such sale shall constitute a Change of Control
      Transaction);” 


    
      
         

      

      
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    7. No
      Default. 

    


    
      	 	
              (a)

            	
              The
                Company and the Holder hereby acknowledge that no Event of Default
                under
                Section 8(a)(viii) has heretofore occurred or is presently occurring
                as of
                the Effective Date.

            


    

    


    
      	 	
              (b)

            	
              The
                Company represents that no other Events of Default have occurred
                as of the
                Effective Date.

            


    

    


    
      	 	
              (c)

            	
              The
                Holder represents that it is not aware of any other Events of Default
                having occurred as of the Effective
                Date.

            


    

    


    8. Amendment
      to Holder’s Warrants.
      Subject
      to NASDAQ having approved in writing the Warrant Repricing without requiring
      approval of the Company’s shareholders (the “NASDAQ Approval”), the Company and
      the Holder agree to amend the Exercise Price set forth in the introductory
      paragraph and in Section 2(b) of the Warrant to $0.50 (the “Warrant Repricing”)
      and the Holder hereby waives notice required to be given by the Company under
      Section 3(e) of the Warrant. The Company shall use best efforts to obtain the
      NASDAQ Approval. Notwithstanding the failure to obtain the NASDAQ Approval,
      all
      provisions of this Agreement with the exception of this Section 8 shall remain
      in full force and effect.

    


    9. Superiority
      of Claims.
      Notwithstanding anything contained in the Purchase Agreement or the Transaction
      Documents to the contrary, the Company’s obligations under the Holder’s
      Debenture shall,
      pari
      passu
      with the
      Company’s obligations under all of the Debentures, be superior to and shall take
      precedence over any and all claims of creditors, including without limitation,
      trade creditors to the Company’s collateral for the Company’s indebtedness. The
      Company shall execute a security agreement in a form acceptable to the Holders
      of the Debentures, wherein it shall grant each Holder a first lien security
      interest in all of the Company’s assets heretofore and from time to time
      hereafter received, securing the Company’s obligations under the Debentures, as
      amended hereby.

    


    10. Conditions
      to Obligations Hereunder.
      The
      obligations hereunder are subject to the satisfaction of each of the following
      conditions, provided that the conditions set forth in paragraph (c) are for
      the
      Holder's sole benefit and may be waived by the Holder at any time in its sole
      discretion by providing the Company with prior written notice
      thereof:

    


    (a) The
      Company shall have executed and delivered (i) the security agreement referred
      to
      in Section 9 above, (ii) any and all other documentation requested in order
      to
      perfect the security interest granted therein, including without limitation UCC
      Financing Statements, provided that the Holders shall be responsible for any
      UCC
      filings, and (iii) an opinion of counsel to the effect that the security
      interest granted therein shall constitute a valid first lien on the Company’s
      assets.

    


    (b) Each
      of
      the other Holders shall have (i) executed agreements similar in all respects
      to
      this Agreement (the “Other
      Agreements”),
      and
      (ii) satisfied or waived all conditions to the closings contemplated by the
      Other Agreements.

    


    (c) The
      representations and warranties of the Company hereunder shall be true and
      correct in all material respects as of the date when made and as of the
      Effective Date as though made at that time (except for representations and
      warranties that speak as of a specific date) and the Company shall have
      performed, satisfied and complied in all respects with the covenants, agreements
      and conditions required by the Transaction Documents to be performed, satisfied
      or complied with by the Company at or prior to the Effective Date and after
      giving effect to the terms of this Agreement and the Other Agreements, no Event
      of Default shall have occurred and be continuing as of the Effective Date.
      


    
      
         

      

      
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    11. Representations
      and Warranties of the Company.
      The
      Company hereby makes the representations and warranties set forth below to
      the
      Holder as of the date of its execution of this Agreement:

    


    (a) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by this Agreement and otherwise to
      carry out its obligations hereunder. The execution and delivery of this
      Agreement by the Company and the consummation by the Company of the transactions
      contemplated hereby have been duly authorized by all necessary action on the
      part of the Company and no further action is required by the Company, its board
      of directors or its stockholders in connection therewith. This Agreement has
      been duly executed by the Company and, when delivered in accordance with the
      terms hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms, except (i) as
      limited by general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    (b) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby do not
      and
      will not: (i) conflict with or violate any provision of the Company’s
      certificate of incorporation, bylaws or other organizational or charter
      documents; or (ii) conflict with, or constitute a default (or an event that
      with
      notice or lapse of time or both would become a default) under, result in the
      creation of any Lien upon any of the properties or assets of the Company in
      connection with, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any material agreement, credit facility, debt or other material instrument
      (evidencing Company debt or otherwise) or other material understanding to which
      the Company is a party or by which any property or assets of the Company is
      bound or affected; or (iii) conflict with or result in a violation of any law,
      rule, regulation, order, judgment, injunction, decree or other restriction
      of
      any court or governmental authority to which the Company is subject (including
      federal and state securities laws and regulations), or by which any property
      or
      asset of the Company is bound or affected.

     

    (c) Equal
      Consideration.
      Except
      as set forth in this Agreement, no consideration has been offered or paid to
      any
      person to amend or consent to a waiver, modification, forbearance or otherwise
      of any provision of any of the Transaction Documents.

     

    (d) Affirmation
      of Prior Representations and Warranties.
      Except
      as set forth in the SEC Reports, the Company hereby represents and warrants
      to
      the Holder that the Company’s representations and warranties set forth in each
      of the documents executed by the Company in connection with the Transaction
      Documents are true and correct as of the date hereof. 


    
      
         

      

      
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    12. Representations
      and Warranties of the Holder.
      The
      Holder hereby makes the representations and warranties set forth below to the
      Company as of the date of its execution of this Agreement. The Holder represents
      and warrants that (a) the execution and delivery of this Agreement by it and
      the
      consummation by it of the transactions contemplated hereby have been duly
      authorized by all necessary action on its behalf and (b) this Agreement has
      been
      duly executed and delivered by the Holder and constitutes the valid and binding
      obligation of the Holder, enforceable against it in accordance with its terms
      except (i) as limited by general equitable principles and applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies and (iii) insofar as indemnification and contribution
      provisions may be limited by applicable law.

    


    13. Public
      Disclosure.
      The
      Company shall, as soon as practical and, in any event, within 4 Trading Days
      of
      the Effective Date, issue a Current Report on Form 8-K, reasonably acceptable
      to
      the Holder, disclosing the material terms of the transactions contemplated
      hereby and attaching this Agreement as an exhibit thereto. The Company shall
      consult with the Holder in issuing any other press releases with respect to
      the
      transactions contemplated hereby.

    


    14. Effect
      on Transaction Documents.
      Except
      as expressly set forth above, all of the terms and conditions of the Transaction
      Documents shall continue in full force and effect after the execution of this
      Agreement and shall not be in any way changed or modified by the terms set
      forth
      herein, including, but not limited to, any other obligations the Company may
      have to the Holder under the Transaction Documents. Notwithstanding the
      foregoing, this Agreement shall be deemed for all purposes as an amendment
      to
      any Transaction Document as required to serve the purposes hereof, and in the
      event of any conflict between the terms and provisions of any other Transaction
      Document, on the one hand, and the terms and provisions of this Agreement,
      on
      the other hand, the terms and provisions of this Agreement shall prevail.


    


    15. Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holder. An e-mail intending to modify or amend
      this Agreement shall not be binding upon the parties hereto.

    


    16. Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Purchase
      Agreement.

    


    17. Survival.
      All
      warranties and representations (as of the date such warranties and
      representations were made) made herein or in any certificate or other instrument
      delivered by it or on its behalf under this Agreement shall be considered to
      have been relied upon by the parties hereto and shall survive for the applicable
      statute of limitations.

    


    18. Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties hereto; provided, however,
      that no
      party may assign this Agreement or the obligations and rights of such party
      hereunder without the prior written consent of the other parties
      hereto.


    
      
         

      

      
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    19. Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

    


    20. Fees
      and Expenses.
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of this
      Agreement.

    


    21. Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be determined pursuant to the Governing Law provision
      of
      the Purchase Agreement.

    


    22. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

    


    23. Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

    


    24. Entire
      Agreement.
      The
      Agreement, together with the exhibits and schedules thereto, contain the entire
      understanding of the parties with respect to the subject matter hereof and
      supersede all prior agreements and understandings, oral or written, with respect
      to such matters, which the parties acknowledge have been merged into such
      documents, exhibits and schedules.

    


    25. Independent
      Nature of Holder’s Obligations and Rights.
      The
      obligations of the Holder hereunder are several and not joint with the
      obligations of any other Holders executing similar agreements, and no Holder
      shall be responsible in any way for the performance of the obligations of any
      other Holder. Nothing contained herein or in any other agreement or document
      delivered at any closing, and no action taken by the Holder pursuant hereto,
      shall be deemed to constitute the Holder with the other Holders as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Holders are in any way acting in concert with
      respect to such obligations or the transactions contemplated by this Agreement.
      The Holder shall be entitled to protect and enforce its rights, including
      without limitation the rights arising out of this Agreement, and it shall not
      be
      necessary for any other Holder to be joined as an additional party in any
      proceeding for such purpose.

    


    26. Legal
      Fees.
      By the
      Permitted Prepayment Date, the Company shall pay Rockmore Investment Master
      Fund
      Ltd. $10,000 as reimbursement for legal fees incurred in connection with this
      Agreement. 

    


    [SIGNATURE
      PAGE FOLLOWS]

    *********************


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their proper and duly authorized officers as of the day and year
      first above written.

    


    COMPANY:

    


    
      	
              MEDIALINK
                WORLDWIDE INCORPORATED

            
	 	 
	
              By:
                

            	 

	
              Name:

            
	
              Title:

            


    

    


    HOLDER:

    


    
      	
              Name
                of Holder: __________________________

            
	 
	
              Signature
                of Authorized Signatory of Holder:
                __________________________

            
	 
	
              Name
                of Authorized Signatory: _________________________

            
	 
	
              Title
                of Authorized Signatory:
                __________________________

            


    


    
      
         

      

      
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