Exhibit
      10.9

    


    MEDIALINK
      WORLDWIDE INCORPORATED

    AMENDED
      AND RESTATED 1996 DIRECTORS STOCK OPTION PLAN


    


    1.
      Purpose.

    


      The
      purpose of this Amended and Restated 1996 Directors Stock Option Plan (the
      “Plan”) is to provide a means by which directors of Medialink Worldwide
      Incorporated (the “Company”) who are not employees of the Company or any of its
      Affiliates (“Nonemployee Directors”), may be given an opportunity to purchase
      shares of Common Stock of the Company, par value $.01 per share (“Common
      Stock”). The Plan is intended to advance the interests of the Company by
      encouraging stock ownership on the part of the Company’s Nonemployee Directors
      by enabling the Company (and its Affiliates) to secure and retain the services
      of highly qualified persons, and by providing the Company’s Nonemployee
      Directors with an additional incentive to advance the success of the Company
      (and its Affiliates). For purposes of this Plan, “Affiliate” shall mean any
      parent or subsidiary corporation of the Company as defined in Section 425(e)
      and
      (f), respectively, of the Internal Revenue Code of 1986 (the “Code”).
“Affiliation” shall refer to a group of Affiliates.

    


    2.
      Stock
      Subject to Option.

    


      Subject
      to adjustment as provided in Sections 4(h) and (i) hereof, options may be
      granted by the Company from time to time to purchase up to an aggregate of
      280,000 shares of the Company’s authorized but unissued Common Stock. Shares
      that by reason of the expiration of an option or otherwise are no longer subject
      to purchase pursuant to an option granted under the Plan may be reoptioned
      under
      the Plan.

    


    3.
      Participants.

    


      All
      directors of the Company who are not employees of the Company or any of its
      Affiliates may be granted options under the Plan.

    


    4.
      Terms
      and Conditions of Options.

    


      Options
      granted from time to time pursuant to the Plan shall be evidenced by written
      agreements and shall not be inconsistent with this Plan. Shares of Common Stock
      that may be purchased under an option granted pursuant to this Plan shall
      sometimes hereinafter be referred to as “Director Options”.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (a)
      Grants
      of Director Options.

    


    (2)  Each
      individual who is a Nonemployee Director of the Board of Directors of the
      Company as of the effective date of the Plan shall be granted and receive,
      as of
      the effective date of the Plan and without the exercise of the discretion of
      any
      person or persons, an option to purchase 3,000 Director Options per year for
      each year that such individual was a member of the Board of Directors of the
      Company prior to 1996; provided, however, that in no event shall the amount
      of
      Director Options granted to any member of the Board of Directors for service
      prior to 1996 exceed 14,400 (subject to adjustment in the same manner as
      provided in Section 4(h) hereof with respect to Director Options subject to
      options then outstanding). Each Nonemployee Director who is in office as of
      the
      effective date of the Plan (“Old Directors”) shall be granted and receive on the
      first business day of each year that he or she is a Nonemployee Director,
      without the exercise of the discretion of any person or persons, an option
      to
      purchase 3,000 Director Options (subject to adjustment in the same manner as
      provided in Section 4(h) hereof with respect to Director Options subject to
      options then outstanding). Each Nonemployee Director who was not a Director
      as
      of the effective date of the Plan and who is elected or appointed as a Director
      subsequent to the effective date of the Plan (“New Directors”) shall be granted
      and receive, as of the date of his or her election or appointment and without
      the exercise of the discretion of any person or persons, an option to purchase
      10,000 Director Options (subject to adjustment in the same manner as provided
      in
      Section 4(h) hereof with respect to Director Options subject to options
      then outstanding) and shall be granted and receive on the first business day
      of
      each year after such election or appointment (provided such New Director is
      a
      Nonemployee Director on such date), without the exercise of the discretion
      of
      any person or persons, an option to purchase 3,000 Director Options (subject
      to
      adjustment in the same manner as provided in Section 4(h) hereof with
      respect to Director Options subject to options then outstanding). If, as of
      any
      date that the Plan is in effect, there are not sufficient Director Options
      available under the Plan to allow for the grant to each Nonemployee Director
      of
      an option for the number of shares provided herein, the Plan shall terminate
      as
      provided in Section 6 hereof. All options granted under the Plan shall be at
      the
      option price set forth in Section 4(b) hereof and shall be subject to adjustment
      as provided in Section 4(h) hereof.

    


    (b)
      Option
      Price.

    


    (3)  The
      option price for each Director Option shall be the market value of the Common
      Stock on the date the option is granted (the “Date of Grant”). For purposes of
      this Plan, the “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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c)
      Term
      of Option.

    


    (4)  Notwithstanding
      any other provision of this Plan, each option granted under this Plan shall
      expire not more than fifteen (15) years from the date the option is granted,
      except that under the circumstances described in Section 4(g), 4(i), and 4(j),
      options may expire and terminate at an earlier date.

    


    (d)
      Exercise
      of Option.

    


    (5)  Except
      as
      otherwise provided in the applicable option agreement, each option granted
      to
      Old Directors for prior services shall be fully exercisable and vested as of
      the
      effective date of the Plan. Except as otherwise provided in the applicable
      option agreement, each option granted to New Directors and Old Directors
      for each year commencing in 1997 that such Old Directors and New Directors
      are a
      member of the Board of Directors of the Company shall become exercisable and
      vested only to the following extent: (i) up to thirty-three and one-third
      (33 1/3%) percent of the options granted may be exercised on or after the first
      anniversary of the Date of Grant; (ii) up to sixty-six and two-thirds (66 2/3%)
      percent of the options granted may be exercised on or after the second
      anniversary of the Date of Grant; and (iii) up to one hundred (100%)
      percent of the options granted may be exercised on or after the third
      anniversary of the Date of Grant. The date of grant shall be the date set forth
      in any option agreement as the “Date of Grant.” Other than as contemplated in
      Section 4(g)(1) and 4(g)(2) hereof, if an optionee ceases to be a director
      of
      the Company for any reason, no option shall give an optionee (or his successor)
      a right to acquire any greater number of shares than he had rights to acquire
      on
      the date of his termination. The Committee may accelerate the time at which
      an
      option may be exercised.

    


    (e)
      Manner
      of Exercise.

    


    (6)  Shares
      purchased upon exercise of Director Options shall at the time of purchase be
      paid for in full. The Company shall satisfy its employment tax and other tax
      withholding obligations by requiring the optionee to pay the amount of
      employment tax and withholding tax, if any, that must be paid under federal,
      state and local law due to the exercise of the option, subject to such
      restrictions or procedures as the Company deems necessary to satisfy Rule 16b-3
      of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the
      extent that the right to purchase shares has accrued hereunder, options may
      be
      exercised from time to time by written notice to the Company stating the full
      number of shares with respect to which the option is being exercised and the
      time of delivery thereof, which shall be at least fifteen days after the giving
      of such notice unless an earlier date shall have been mutually agreed upon
      by
      the optionee (or other person entitled to exercise the option) and the Company,
      accompanied by payment to the Company of the purchase price in full and the
      amount of employment tax and withholding tax due, if any, upon the exercise
      of
      the options. Such payment shall be effected (i) by certified or official bank
      check, (ii) by the delivery of a number of shares of Common Stock (plus cash
      if
      necessary) having a fair market value equal to the amount of such purchase
      price
      and employment and withholding tax, (iii) by the delivery of Director
      Options then exercisable valued at the excess of the aggregate market value,
      as
      defined in Section 4(b) hereof, of the Common Stock subject to such
      Director Options on the date of exercise over the aggregate option exercise
      price of such Director Options or (iv) by delivery of the equivalent
      thereof acceptable to the Company. The Company will, as soon as reasonably
      possible, notify the optionee of the amount of employment tax and other
      withholding tax that must be paid under federal, state and local law due to
      the
      exercise of the option. At the time of delivery, the Company shall, without
      transfer or issue tax to the optionee (or other person entitled to exercise
      the
      option), deliver to the optionee (or to such other person) at the principal
      office of the Company, or such other place as shall be mutually agreed upon,
      a
      certificate or certificates for the Shares of Common Stock; provided, however,
      that the time of delivery may be postponed by the Company for such period as
      may
      be required for it with reasonable diligence to comply with any requirements
      of
      law.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (f)
      Non-Transferability
      of Option Rights.

    


    (7)  No
      option
      shall be assignable or transferable otherwise than by will or by the laws of
      descent and distribution. During the lifetime of an optionee, the option is
      exercisable only by the optionee.

    


    (g)
      Termination
      of Relationship.

    


    (8)  In
      the
      event that an optionee shall die before he ceases to be a director of the
      Company, or if an optionee ceases to be a director of the Company because
      optionee has become disabled within the meaning of Section 22(e)(3) of the
      Code,
      all options held by the optionee to the extent that such options have not
      previously expired or been exercised, shall become fully exercisable and vested,
      and optionee, his estate or beneficiary, shall have the right to exercise his
      options at any time for a period of twelve months from the date of death of
      optionee or the date he ceases to be a director of the Company due to disability
      (if otherwise within the term of the option). Notwithstanding the foregoing,
      the
      provisions of this Section 4(g)(1) shall be subject to Sections 4(c), 4(i)
      and
      4(j), which may earlier terminate the option.

    


    (9)  In
      the
      event that the optionee retires from service as a director of the Company in
      accordance with the Company’s retirement policies in effect from time to time,
      such option shall continue to vest during the lifetime of the optionee in
      accordance with the Plan and the stock option agreement in effect and may be
      exercised at any time during the remaining term of the option. If an optionee
      that has retired dies subsequent to their retirement during the term of an
      option, such option shall continue to vest in accordance with the Plan and
      the
      stock option agreement in effect and may be exercised within twelve months
      of
      such optionee’s death (if otherwise within the option period), but not
      thereafter. Notwithstanding the foregoing, the provisions of this Section
      4(g)(2) shall be subject to Sections 4(c), 4(i) and 4(j), which may earlier
      terminate the option.

    


    (10)  In
      the
      event that optionee ceases to be a director of the Company, and the provisions
      of Section 4(g)(1), 4(g)(2) and 4(j) do not apply, the option may be exercised,
      to the extent the option could be exercised immediately prior to such cessation,
      at any time within nine months after the date of such cessation (if otherwise
      within the option period).

    


    (h)
      Adjustment
      of Director Options on Recapitalization.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (11)  The
      aggregate number of shares of Common Stock for which options may be granted
      to
      persons participating under the Plan, the number of shares covered by each
      outstanding Director Option, and the exercise price per share for each such
      option shall be proportionately adjusted for any increase or decrease in the
      number of issued shares of Common Stock of the Company resulting from the
      subdivision or consolidation of shares after the Date of Grant, the payment
      of a
      stock dividend in shares of Common Stock after the Date of Grant, or other
      decrease or increase in the shares of outstanding Common Stock effected after
      the Date of Grant without receipt of consideration by the Company; provided,
      however, that any options to purchase fractional shares resulting from any
      such
      adjustment shall be eliminated.

    


    (i)
      Acceleration
      of Options Upon Reorganization.

    


    (12)  If
      the
      Company shall at any time participate in a reorganization to which Section
      368
      of the Code applies and (A) the Company is not the surviving entity or (B)
      the
      Company is the surviving entity and the shareholders of Common Stock are
      required to exchange their shares for property and/or securities, the Company
      shall give each optionee written notice of such fact on or before fifteen (15)
      days before such reorganization, and each option shall be exercisable in full
      after receipt of such notice and prior to such reorganization; however, options
      not exercised prior to such reorganization shall expire on the occurrence of
      such reorganization. A sale of all or substantially all the assets of the
      Company for a consideration (apart from the assumption of obligations)
      consisting primarily of securities shall be deemed a reorganization for the
      foregoing purposes.

    


    (j)
      Dissolution
      of Company.

    


    (13)  In
      the
      event of the proposed dissolution or liquidation of the Company, the options
      granted hereunder shall terminate as of the date to be fixed by the Committee
      (as defined in Section 5 hereof), provided that not less than thirty (30) days’
prior written notice of the date so fixed shall be given to the optionee, and
      the optionee shall have the right, during the period of thirty (30) days
      preceding such termination, to exercise his options.

    


    (k)
      Rights
      as a Shareholder.

    


    (14)  The
      optionee shall have no rights as a shareholder with respect to any shares of
      Common Stock of the Company held under option until the date of issuance of
      the
      stock certificates to him or her for such shares. Except as provided in Section
      4(h), no adjustment shall be made for dividends or other rights for which the
      record date is prior to the date of such issuance.

    


    (l)
      Time
      of Granting Director Options.

    


    (15)  The
      grant
      of a Director Option shall occur only when a written option agreement shall
      have
      been duly executed and delivered by or on behalf of the Company and the person
      to whom such Option shall be granted; provided, that the Date of Grant of an
      option shall be the date upon which the Committee approved such grant and such
      date shall be set forth as the Date of Grant in the written stock option
      agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (m)
      Stock
      Legend.

    


    (16)  Certificates
      evidencing shares of the Company’s Common Stock purchased upon the exercise of
      options issued under the Plan shall be endorsed with a legend in substantially
      the following form, unless a registration statement relating to such shares
      has
      been declared effective under the Securities Act of 1933 by the Securities
      and
      Exchange Commission:

    


    (17)

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
      MAY
      BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT, APPLICABLE STATE
      SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.

    


    5.
      Administration.

    


    (a)  
      The Plan
      shall be administered by the Board of Directors or a committee consisting of
      not
      less than three (3) directors (the “Committee”). The members of the Committee
      shall be appointed by the Board of Directors. The Board of Directors may, from
      time to time, remove members from or add members to the Committee. Vacancies
      in
      the Committee, however caused, shall be filled by the Board of Directors. The
      Committee shall select one of its members chairman and shall hold meetings
      at
      such times and places as it may determine. The Committee may appoint a secretary
      and, subject to the provisions of the Plan and to policies determined by the
      Board of Directors of the Company, may make such rules and regulations for
      the
      conduct of its business as it shall deem advisable. A majority of the Committee
      shall constitute a quorum. All actions of the Committee shall be taken by a
      majority of its members. Any action may be taken by a written instrument signed
      by a majority of the members, and action so taken shall be fully as effective
      as
      if it had been taken by a vote of the majority of the members at a meeting
      duly
      called and held.

    


    (b)  
      Subject
      to the express terms and conditions of the Plan, the Committee shall have full
      power to grant Director Options under the Plan, to construe or interpret the
      Plan, to prescribe, amend and rescind rules and regulations relating to it
      and
      to make all other determinations necessary or advisable for its
      administration.

    


    (c)  
      Subject
      to the provisions of Sections 3 and 4 hereof, the Committee may from time to
      time confirm the persons that shall be granted Director Options under the Plan,
      the number of option shares and the exercise price, and the time or times at
      which options shall be granted and may be exercised.

    


    (d)  
      The
      Committee shall report to the Board of Directors of the Company the names of
      persons granted Director Options, the number of options subject to, and the
      terms and conditions of each option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e)  
      No
      member of the Board of Directors of the Company or of the Committee shall be
      liable for any action or determination made in good faith with respect to the
      Plan or to any Director Option.

    


    6.
      Effective
      Date and Termination.

    


    (a)  
      The
      effective date of the Plan is the date on which the Plan is approved by the
      shareholders of the Company.

    


    (b)  
      The Plan
      shall terminate on the earlier to occur of (i) the twentieth anniversary of
      the
      effective date of the Plan, or (ii) the date as of which there are not
      sufficient Director Options available under the Plan to allow for the grant
      to
      each Nonemployee Director of an option for the number of shares provided
      hereunder; but the Board of Directors of the Company may terminate the Plan
      at
      any time prior thereto. Termination of the Plan shall not alter or impair,
      without the consent of the optionee, any of the rights or obligations of any
      optionee or their successors under any Options outstanding and not exercised
      in
      full on the date of termination.

    


    7.
      Amendments.

    


      The
      Board
      of Directors of the Company may, from time to time, alter, amend, suspend,
      or
      discontinue the Plan, or alter or amend any and all option agreements granted
      thereunder; provided, however, that Sections 4(a) and 4(b) hereof shall not
      be
      amended more than once every six months, other than to the comport with changes
      in the Code, the Employee Retirement Income Security Act, or the rules
      thereunder; provided, further, that no such action of the Board of Directors,
      without the approval of the shareholders of Company, may alter the provisions
      of
      the Plan so as to:

    


    
      	
            	(18)	
              materially
                increase the benefits accruing to any of the Plan’s
                participants;

            


    

    


    
      	
            	(19)	
              materially
                increase the number of shares of Common Stock subject to the
                Plan;

            


    

    


    
      	
            	(20)	
              modify
                the requirements as to the eligibility for participation in the
                Plan;

            


    

    


    
      	
            	(21)	
              extend
                the term of the Plan or the maximum term of the options
                granted;

            


    

    


    
      	
            	(22)	
              alter
                any outstanding option agreement to the detriment of the optionee
                without
                his consent; or

            


    

    


    
      	
            	(23)	
              decrease,
                directly or indirectly (by cancellation and substitution of options
                or
                otherwise), the option price applicable to any option granted under
                this
                Plan.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.
      Status
      of Options.

    


      Options
      granted pursuant to this Plan are intended to qualify as Non-Qualified Stock
      Options as such term is described in Treasury Regulation Section 1.83-7 and
      are not intended to qualify as Incentive Stock Options within the meaning of
      Section 422 of the Code, and the terms of this Plan and options granted
      hereunder shall be so construed. Nothing in this Plan shall be interpreted
      as a
      representation, guarantee or other undertaking on the part of the Company that
      the options granted pursuant to this Plan are, or will be, determined to be
      Incentive Stock Options, within that section of the Code.

    


    9.
      Use
      of Proceeds.

    


      The
      proceeds from the sale of Common Stock pursuant to the exercise of options
      will
      be used for the Company’s general corporate purposes.

    


    10.
      Securities
      Laws.

    


    (a)  
      The
      Company shall not be obligated to issue any Director Options pursuant to any
      option granted under the Plan at any time when the offering of the shares
      covered by such option have not been registered under the Securities Act of
      1933, as amended, and such other state and federal laws, rules or regulations
      as
      the Company deems applicable and, in the opinion of legal counsel for the
      Company, there is no exemption from the registration requirements of such laws,
      rules or regulations available for the offering and sale of such
      shares.

    


    (b)  
      It is
      intended that the Plan and any grant of an option made to a person subject
      to
      Section 16 of the Exchange Act meet all of the requirements of Rule 16b-3,
      as
      currently in effect or as hereinafter modified or amended (“Rule 16b-3”),
      promulgated under the Exchange Act. If any provision of the Plan or any such
      option would disqualify the Plan or such option under, or would otherwise not
      comply with Rule 16b-3, such provision or option shall be construed or
      deemed amended to conform to Rule 16b-3.