STOCK IN LIEU OF SALARY
                                    AGREEMENT

      THIS AGREEMENT is made and entered into as of January 25, 2006 (the
"Agreement"), by and between MEDLINK INTERNATIONAL, INC., a Delaware corporation
("MLI"), and JAMES ROSE ("Employee")(collectively the "Parties").

                                   WITNESSETH:

      WHERAS, Employee entered into a 5 year employment agreement on January 1,
2006 with MLI, whereby, MLI will pay Employee $110,000 annually.

      WHERAS, MLI's current financial situation would impair the operations of
its business to fulfill the salary obligations.

      WEHERAS, Employee has agreed to accept the MLI's restricted common stock
in lieu of salary at 20% discount to today's fair market value as quoted on the
Over-the Counter Bulletin Board for the term of the Employment Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
Parties agree as follows:

      1.    COMPENSATION MLI will deliver to Employee in lieu of Salary based on
            the terms of the Employment Agreement 808,824 shares for the term of
            the agreement.

            $110,000 / ($.17 x .8) = 808,824

      2.    TERM OF AGREEMENT. This Agreement shall commence on January 26,
            2006, and shall continue until December 31, 2010 (the "Term" or
            "Term of Employment"), unless terminated as set forth herein.

      3.    Applicable Law. Except as may be otherwise provided herein, this
            Agreement shall be governed by and construed in accordance with the
            laws of the State of New York, applied without reference to
            principles of conflict of laws.

      4.    Amendments. This Agreement may not be amended or modified otherwise
            than by a written agreement executed

      5.    Withholding. MLI may withhold from any amounts payable under the
            Agreement, such federal, state and local income, unemployment,
            social security and similar employment related taxes and similar
            employment related withholdings as shall be required to be withheld
            pursuant to any applicable law or regulation.


                                       19
<PAGE>

      6.    Severability. The invalidity or unenforceability of any provision of
            this Agreement shall not affect the validity or enforceability of
            any other provision of this Agreement, and any such provision which
            is not valid or enforceable in whole shall be enforced to the
            maximum extent permitted by law.

      7.    Captions. The captions of this Agreement are not part of the
            provisions and shall have no force or effect.

      8.    Entire Agreement. This Agreement contains the entire agreement among
            the parties concerning the subject matter hereof and supersedes all
            prior agreements, understandings, discussions, negotiations and
            undertakings, whether written or oral, between the parties with
            respect thereto.

      9.    Survivorship. The respective rights and obligations of the parties
            hereunder shall survive any termination of this Agreement or the
            Employee's employment hereunder to the extent necessary to the
            intended preservation of such rights and obligations.

      10.   Waiver. Either Party's failure to enforce any provision or
            provisions of this Agreement shall not in any way be construed as a
            waiver of any such provision or provisions, or prevent that party
            thereafter from enforcing each and every other provision of this
            Agreement.

      11.   Joint Efforts/Counterparts. Preparation of this Agreement shall be
            deemed to be the joint effort of the parties hereto and shall not be
            construed more severely against any party. This Agreement may be
            signed in two or more counterparts, each of which shall be deemed an
            original and all of which together shall constitute one and the same
            instrument.

      12.   Representation by Counsel. Each Party hereby represents that it has
            had the opportunity to be represented by legal counsel of its choice
            in connection with the negotiation and execution of this Agreement.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of January
26, 2006.

                                                  MEDLINK INTERNATIONAL, INC.,
                                                  a Delaware corporation


                                                  By: __________________________
________________________________                      Ray Vuono
James Rose

                                                  Title: Chief Executive Officer