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September 24, 1998



B. Robert Feingold
35 Peakham Road
Sudbury, MA 01776

Dear Bob:

I am pleased to offer you the position of President and Chief Operating Officer
for Media 100 Inc., reporting directly to me, and a seat on the Media 100 Board
of Directors. The compensation and benefits package applicable to this position
includes:

Compensation
------------

An annual base salary of $200,000, paid in weekly installments of $3,846.16.

-    A sign-on bonus of $50,000 to be included in your first pay check. If 
     you choose to leave the Company voluntarily within one year of your date 
     of hire, you will be required to reimburse the Company.

-    Participation in the Company's FY1999 Executive Bonus Plan, with a 
     target bonus equal to 50% of your annual base salary. The bonus will be 
     paid based on the achievement of net sales and net income goals defined 
     in the FY1999 Operating Plan, which you will help to create for approval 
     by the Board of Directors.

-    Stock options to purchase 150,000 shares of Media 100 common stock under 
     the Company's Key Employee Incentive Plan (1992). The exercise price of 
     these options will be the fair market value (as determined in accordance 
     with the terms of the plan) on the date these options are formally 
     granted to you by the Compensation Committee. These options will vest 
     over a four (4) year period at the rate of 25% on the first anniversary 
     of the grant date, and 6.25% quarterly thereafter. These options will 
     have a final exercise date that is ten (10) years from the grant date. A 
     copy of the plan document which will govern these stock options is 
     available for your review upon request.

     All of these options will vest in full immediately upon the occurrence 
     of a "change in control," defined as follows: (1) any consolidation or 
     merger which results in the holders of the Company's common stock 
     outstanding immediately prior thereto continuing to hold less than 50% 
     of the combined voting power of the voting securities of the surviving 
     or acquiring entity outstanding immediately after such consolidation or 
     merger; (2) any sale, lease, exchange or transfer (in one or a series of 
     related transactions) of all or substantially all of the assets or 
     business of the Company; (3) approval by the stockholders of any 
     proposal for the liquidation or dissolution of the Company; (4) any 
     individual, entity or group (within the meaning of Sections 13(d)(3) and 
     14(d)(2) of the Securities Exchange Act of 1934, as amended (the 
     "Exchange Act")), other than the Company or a subsidiary thereof or any 
     employee benefit plan sponsored by the Company or a subsidiary thereof 
     or a corporation owned, directly or indirectly, by the stockholders of 
     the Company in substantially the same proportions as their ownership of 
     stock in the Company, shall become the beneficial owner (within the 
     meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the 
     combined voting power of the Company's then outstanding securities 
     ordinarily (and apart from rights accruing in special circumstances) 
     having the right to vote in the election of directors; or (5) at any time

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     during any period of two consecutive years, individuals who at the 
     beginning of such period constituted the Board of Directors of the 
     Company shall cease for any reason to constitute at least a majority 
     thereof, unless the election or the nomination for election by the 
     Company's stockholders of each new director during such two-year period 
     was approved by a vote of at least a majority of the directors then 
     still in office who either were directors at the beginning of the period 
     or whose election or nomination was previously so approved.

-    If your employment with the Company is terminated by the Company without 
     cause, the Company shall pay you, in one lump sum within 30 days of the 
     effective termination date, one times your then current yearly salary. 
     In addition, if you terminate your employment following a significant 
     reduction in compensation (other than a reduction applicable to 
     executive officers generally), or following a major reduction in 
     authority, the Company will also make such payment. This payment is 
     conditional on release of all claims against the Company. Following the 
     termination of your employment without cause, you will not engage in, 
     join, or advise any business which competes or, at the time of such 
     engagement plans to compete with the Company for a period of one year.

     The above will be memorialized in a formal agreement upon your 
     employment.

Benefits
--------

-    Participation in such Media 100 executive officer and employee benefit 
     plans as shall be in effect from time to time, including health, dental, 
     life insurance, accidental death and dismemberment, short and long term 
     disability, 401(k) and stock purchase plan. The provisions of each 
     formal benefit plan, policy or contract govern in determining 
     entitlement to benefits, benefit levels and all other matters.

Due to the Immigration Control and Reform Act of 1986, you will be required 
to verify your identity and employment eligibility by completing the I-9 
Employment Eligibility Form and supplying Media 100 with the required 
documents on your first day of employment. Your acceptance of this offer of 
employment is contingent upon compliance with the foregoing Act.

You will be required to sign Media 100's standard "Employee Agreement" 
addressing work-for-hire, non-disclosure of confidential information, 
non-competition, non- solicitation of employees and related issues. A copy of 
this agreement is available for your review upon request.

Bob, I am excited about the potential of having an individual with your 
background and experience join the Media 100 team. I would like your official 
start date to be on or before October 12, 1998.

If this letter accurately sets forth the terms of the offer that we have 
negotiated with you, kindly indicate your acceptance in the space provided 
and send one signed copy back to me by Thursday, October 1, 1998.

Welcome aboard.

Sincerely,




John A. Molinari
Chief Executive Officer


I accept the position of President and Chief Operating Officer of Media 100 Inc.
commencing on or before October 1, 1998 in accordance with the terms hereof:




B. Robert Feingold                                   Date