<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     For fiscal year ended December 31, 2001

                         Commission File Number 0-21989

                        Medialink Worldwide Incorporated
                        --------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        52-1481284
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                   708 Third Avenue, New York, New York 10017
                   ------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (212) 682-8300
                                 ---------------
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: none.

                Title of each class: Common Stock-$.01 par value
                                     ---------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No
                                      ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant amounted to $14,015,538 at the close of business on March 26, 2002.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of business on March 26, 2002: Common Stock -
5,946,686.


                       DOCUMENTS INCORPORATED BY REFERENCE

Applicable portions of the Proxy Statement for the Annual Meeting of
Shareholders to be held on June 6, 2002 are incorporated by reference in Part
III of this Form.

<PAGE>

ITEM 1.  BUSINESS.

GENERAL

Medialink Worldwide Incorporated ("Medialink") is a global leader in corporate
media communications services. Medialink is a publicly traded company (Nasdaq:
MDLK) based in New York, with offices in 10 cities worldwide including an
international base in London. Medialink uniquely blends its creative and
production expertise with established news media credibility, proprietary
databases and an electronic distribution infrastructure to provide its clients
with the ability to create, distribute and measure their communications. The
Company's clients are corporations and other organizations seeking to
communicate their messages through the news media--primarily television--to
audiences worldwide. Typical client communication needs include brand awareness,
new product launches, regulatory actions, mergers and acquisitions, crisis
communications, and other major corporate events.

Medialink specializes in working with clients to create and produce video news
segments. The Company produces these news segments on behalf of more than 1,500
clients and provides them to television newsrooms, be they network or local,
domestic or foreign, for their free and unrestricted use. For example, the news
footage of the AOL-Time Warner merger used by television stations nationwide was
distributed live by Medialink. In another example, as part of a 7-Eleven
promotional campaign, major market stations recently broadcast live interviews
from Medialink's New York studio with former astronaut Buzz Aldrin promoting
telephone calling cards for military veterans. The Company also produces and
distributes news to radio and Internet newsrooms. During 2001, Medialink
generated more than 100,000 broadcast news airings worldwide, reaching a
cumulative audience of more than 13 billion viewers and listeners on media as
diverse as CNN, ABC, BBC, Germany's SAT1, Bloomberg Radio and Yahoo!. The
Company also distributes news to newspapers and other print media.

Clients use Medialink because of its cost-effective and comprehensive array of
services, the extensive depth and breadth of its media distribution reach and
its long-established status and reputation as a trusted advisor. Through unique
agreements with the Associated Press and major broadcast networks, Medialink can
quickly alert and distribute its clients' video and audio news to more than
1,000 television, 10,000 radio and thousands of newspaper newsrooms worldwide.
Unlike its competitors, Medialink combines this content production and
distribution expertise with complete qualitative and quantitative communications
monitoring, research and analysis services. Medialink's success is apparent in
its rich and diverse client base, which includes AT&T, British Airways, Dell,
Disney, Ericsson, Ford, General Motors, Hewlett Packard, IBM, Intel, Jaguar,
Novartis, Pearson, Pfizer, Philip Morris, Royal Dutch Shell, Sony, and the UK
Foreign and Commonwealth Office. Clients also include virtually every major PR
firm in the US and the UK.

STRATEGY

From its inception, the Company has been at the vanguard as PR has evolved from
being print-focused to embracing video, audio and, more recently, the Internet.
Medialink's strategy is to enable its clients to effectively and efficiently
communicate corporate news to targeted audiences through television, radio,
print and the Internet. The Company achieves this by: (i) creating and producing
compelling content; (ii) distributing content through the Company's unmatched
infrastructure; (iii) monitoring distribution effectiveness and providing
analytical feedback; and (iv) providing customized research to gauge the
effectiveness of clients' communications efforts.


                                       1
<PAGE>
The Company believes it is the market share leader in each of its service
offerings. Medialink has identified several avenues that should further support
the Company's growth, including: (i) leveraging client relationships through
cross-marketing; (ii) developing new products and services; and (iii) broadening
the sales force and client base.

OPERATIONAL OVERVIEW

Medialink offers its comprehensive range of services through the following
divisions:

      Broadcast Services Group ("BSG")--Through BSG, the Company provides its
      content creation, production, distribution and electronic broadcast
      monitoring services. BSG's principal products and services include video
      news releases, live event broadcasts (including satellite media tours,
      videoconferences and webcasting), audio news releases and radio media
      tours, in formats that are suitable for all broadcast news media. BSG
      distributes its clients' news stories directly to targeted television and
      radio, through its comprehensive distribution platform, and on-line media
      outlets worldwide, through Newstream.com its Joint Venture with Business
      Wire. BSG also monitors and statistically analyzes the extent to which
      content is aired, thereby providing valuable feedback to the client.

      Delahaye Medialink--The division is a global leader in providing
      communications/media research and analysis. Delahaye combines qualitative
      and quantitative research techniques, proprietary technologies and its own
      media and communications expertise to help companies and other
      organizations plan and evaluate their internal and external communications
      programs. Using data compiled from a variety of sources, including
      electronic monitoring and press clipping services, the division employs
      sophisticated statistical analyses to measure the quality and quantity of
      the clients' print, broadcast and Internet news coverage. Delahaye also
      offers interpretive analyses that can provide: (i) an overall appraisal of
      the efficiency and impact of a client's communications efforts; (ii) a
      comparison of the client's news coverage with that of its competitors; and
      (iii) a gauge of the client's return on investment for its communications
      programs.

      U.S. Newswire ("USN")--USN is the leading press release wire service
      for domestic governmental, public affairs and non-profit organization
      news sources. Its clients rely on it to provide immediate and
      simultaneous electronic distribution of their news releases, media
      advisories and press statements to the media and on-line services
      worldwide The division distributes news releases via a direct wire
      service feed, as well as through broadcast fax, e-mail, satellite and
      the Internet. USN also provides still photography services.

SERVICE OFFERING

Medialink offers clients a unique combination of creative content production,
global media distribution and research and analysis, which enables clients to
communicate their news efficiently and effectively. Through its BSG division,
the Company provides a complete range of customized production and distribution
services to corporations and other organizations to help them build public
recognition, launch new products, manage crisis situations and meet other
communications objectives. Utilizing its electronic monitoring capabilities, BSG
also measures distribution reach and evaluates results. Through DM's research
and analysis, Medialink helps companies evaluate their media communications
programs and public image. Through USN, the Company provides news release
distribution for governmental, public affairs and non-profit organizations.
Medialink's ability to offer the comprehensive services that its clients demand
makes it the partner of choice for leading corporations, organizations and PR
firms worldwide.


                                       2
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                    MEDIALINK WORLDWIDE INCORPORATED SERVICE OFFERINGS
-------------------------------------------------------------------------------------------------------------------------
 Production and Live Broadcast           Distribution                     Internet                  Research/Analysis
-------------------------------   ----------------------------   --------------------------   ---------------------------
<S>                               <C>                            <C>                          <C>
o   Video and Audio News          o    Video and Audio           o    Cyber Media Tours       o   Competitive
    Release Production:                News Release                                               Analysis
          Domestic                     Distribution and
         International                 Monitoring:
                                              Domestic
                                              International
-------------------------------   ----------------------------   --------------------------   ---------------------------
o   Live Broadcasts:              o   Press Release              o    Webcasting              o   News Coverage
        Satellite Media Tours         Distribution                                                Analysis
        Radio Media Tours
        Special Event
          Broadcasts
        Video Conferences
        Audio Conferences
-------------------------------   ----------------------------   --------------------------   ---------------------------
o   Electronic Press Kits         o   Still Photography &        o   Web Releases            o    Campaign
                                      Digital Distribution                                        Effectiveness
-------------------------------   ----------------------------   --------------------------   ---------------------------
o   Public                                                       o   Newstream.com            o   Performance
    Service                                                                                       Benchmarking
    Announcements
-------------------------------                                  --------------------------   ---------------------------
o   Corporate Videos                                             o   WirePix                  o   Syndicated
                                                                     Distribution                 Research Studies
                                                                                              ---------------------------
                                                                                              o   Media Audits
                                                                                              ---------------------------
                                                                                              o   Strategic
                                                                                                  Communications
                                                                                                  Consulting and Crisis
                                                                                              ---------------------------
</TABLE>


CLIENTS

The Company provides its services to more than 3,000 clients. The Company's
clients include corporations such as AT&T, General Motors, IBM, Johnson &
Johnson, Dell Computer, Intel, Disney, British Airways, Pfizer Pharmaceuticals,
Philip Morris Incorporated, Kraft Foods, Miller Brewing, adidas, Bayer, BP,
Diageo, DTI, Ford Motor Company, Jaguar, Pearson, Ericsson, Sony and Novartis;
organizations such as the American Association of Retired Persons and the
AFL-CIO; and the world's largest marketing communications firms such as
Burson-Marsteller, Hill & Knowlton, Ketchum Communications, Edelman Public
Relations Worldwide and Weber Shandwick Worldwide.

DISTRIBUTION AGREEMENTS

The Company has long-standing distribution alliances and powerful relationships
with major news organizations that provide clients unparalleled access to
newsroom decision-makers. Through a unique agreement with the Associated Press
for the use of its AP Express newswire, Medialink can quickly alert more than
700 television and 400 radio newsrooms to clients' impending video and audio
news. The Company's strong relationships with ABC, CBS and FOX, among others,
provide it access to their network affiliates through their dedicated and highly
cost-effective satellite news feeds. Medialink continues to expand its
distribution infrastructure through strategic distribution agreements with
high-profile media companies such as AOL Time Warner and Yahoo!. Through its
Newstream.com joint venture, the Company has developed a delivery mechanism for
multi-media content to more than 7,000 on-line newsrooms. Due to the Company's
extensive usage of both satellite distribution and electronic broadcast
monitoring services, the Company is able to obtain preferential pricing from its
key suppliers. Medialink's extensive relationships and its reputation as a
producer of newsworthy, broadcast-quality content ensure that clients' video and
audio news productions capture the attention of newsroom decision-makers and
thus their intended audiences.


                                       3
<PAGE>

BACKGROUND

The Company began offering production - in addition to distribution - of video
news releases in 1994 and has since developed a full range of video, audio,
Internet, still photography and print services which it now provides on a global
basis. Medialink enables its clients to reach more than 11,000 newsrooms at
television and radio networks, local stations, cable channels, direct broadcast
satellite systems, as well as more than 7,500 online multimedia newsrooms.

The Company's expanded service offerings have evolved from its core business -
the satellite distribution of video news releases ("VNR") and the electronic
monitoring of their broadcasts on television. A VNR is a television news story
that carefully communicates an entity's public relations or corporate message.
It is paid for by the corporation or organization seeking to announce news and
is delivered without charge to the media. Ultimately, a VNR is the television
equivalent of a printed press release, transforming the printed word into the
sound and pictures television newsrooms can immediately use in programming.
Produced in broadcast news style, VNRs relay the news of a product launch,
medical discovery, corporate merger event, timely feature or breaking news
directly to television news decision-makers who may use the video and audio
material in full or edited form. Most major television stations in the world now
use VNRs, some on a regular basis. The Company offers VNR and Audio News Release
("ANR") production services worldwide. Working closely with clients, Medialink's
team of highly experienced broadcast and network radio professionals instantly
translates clients' messages into effective video or audio news stories. All
aspects of production, including scripting, editing, narration and sound bites
of the news story are custom-built and designed to reach specifically targeted
audiences.

The Company also produces and coordinates live broadcast services include
Satellite Media Tours ("SMT"), Radio Media Tours ("RMT"), audio and video news
conferences and special-event broadcasts. SMTs consist of a sequence of
one-on-one satellite interviews with a series of pre-booked television reporters
across the country or around the world. Typical SMT applications include, among
others, an interview with an author, performer, executive or other spokesperson
promoting an upcoming event, product, movie or book release. SMTs generally are
conducted from a studio but can originate from remote locations and may be aired
live by the television station or recorded for a later airing. Similar to SMTs,
Medialink offers RMTs targeted to radio stations across the country or around
the world.

The acceptance of digital audio and video media is driving the next Internet
evolution. Companies are seeking to leverage the Internet by creating content
rich Web destinations while controlling overhead and production costs. In 1999,
Medialink created Newstream.com, a joint venture with Business Wire, a leading
distributor of text-based press releases. Newstream.com delivers multimedia
assets to more than 7,500 online news and information Web sites that
increasingly need streaming video, audio, presentations, and graphics to be
competitive. During its second year of operations, Newstream.com experienced
strong growth. News organization registrations at Newstream.com grew 98% in 2001
despite a wave of consolidations and layoffs at major online news sites like
CNN, AOL, ABC and News Corp. Newstream.com's news site subscribers stood at
18,000 editors, producers and content creators as of December 31, 2001, up from
9,100 at the start of January 2001.


                                       4
<PAGE>

Newstream.com's overall membership - including corporate communicators, public
relations professionals, financial advisors and members of the general public -
stands at more than 53,000, an 84% increase during the 2001 calendar year. The
number of registered public relations and corporate communications professionals
jumped 88% from 4,713 in January 2001 to 8,870 in December 2001. The number of
registered financial professionals jumped 99% from 1,348 in January 2001 to
2,682 December 2001. Registration among the general public was up 81% from
12,824 in January of 2001 to 23,266 December 2001.

As webcasting continues to gain momentum throughout the communications industry,
Medialink has expanded the capabilities of its live webcasting services.
Medialink provides production, distribution and tracking of live events on the
Web. In tandem with traditional satellite videoconferences or as Web-only
events, these webcasts link companies to their clients, consumers, shareholders,
employees or other crucial audiences live. Medialink also provides creative
counseling to help clients design special web pages and to promote their
activities effectively. The Company has produced live webcasts ranging from
product launches and press conferences to merger announcements and internal
seminars for a number of clients, including Dell Computer Corporation, Boeing,
Pearson, Diageo, Kellogg Company, Ford Motor Company, Bell Atlantic, Datek,
Radio Shack, Ford Motor Company and Toyota.

In November 1998, Medialink expanded its United Kingdom still photography
service into the United States through the acquisition of WirePix, a New
York-based public relations photo service. The Company's clients have included
corporations such as Hasbro, Colgate-Palmolive, Compaq Computer Corporation and
McDonald's. Public relations firms such as Burson-Marstellar, Cohn & Wolfe,
Fleishman Hillard and Manning Selvage & Lee have also engaged WirePix's
services.

In late 1999, the Company acquired U.S. Newswire LLC. U.S. Newswire, founded in
1986, is a leader in providing satellite wire service, Internet and online
distribution of full-text and multimedia news for government and public policy
news sources to news media and online services - locally, nationally and
worldwide. Clients include Cabinet agencies and the majority of political
campaigns, advocacy groups, trade associations, think tanks, public affairs
firms and other similar organizations.

The Company continues to diversify its service offerings, and in 1999, the
Company accelerated development of its research group by acquiring the Delahaye
Group, a leading public relations and media analysis firm. During 2000, the
Company successfully integrated it with its own research operations. The new
research team has emerged as a leader in helping corporations and organizations
around the world communicate more efficiently and effectively. By providing
media monitoring, analysis, and public relations research, Medialink helps
corporations determine return on investment from their communications efforts.
Contributing to the group's growth were the Company's previous investments in
Infotrend and NewsIQ.


                                       5
<PAGE>

In 2001, the Company introduced the Media Reputation Index (MRi). MRi is a study
that assesses the media's impact on corporate reputation, providing the basis
for understanding and improving a company's perception as covered by the news
media. The index benchmarks the 100 largest US-based companies including Exxon
Mobil Corporation, General Motors Corporation, Ford Motor Company and Wal-Mart
Stores, Inc., tracking and evaluating each company's media coverage over time
and versus all 100 companies.

EMPLOYEES

As of December 31, 2001, the Company had approximately 299 employees including
182 in client services, 60 in sales and marketing and 57 in administration.
Included in administration were executives and employees in new services
development totaling 7. None of the Company's employees is represented by a
labor union. Management believes that its employee relations are good. The
Company also engages on a part-time, project-by-project basis, independent
production crews at various locations worldwide. These crews have the skills,
training and experience which the Company requires for its production services.

The Company, a Delaware corporation, was incorporated in 1986.


ITEM 3.  LEGAL PROCEEDINGS.

The Company is not a party to any material legal proceedings.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.



                                       6
<PAGE>


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

The Company's common stock is traded on the National Market System of the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
under the symbol MDLK. The following table sets forth the high and low closing
sales prices per share of the Company's common stock on the NASDAQ National
Market System for the periods indicated:

                   Quarter Ended                         Low        High
                   -------------                         ---        ----

         Quarter ended March 31, 2000                    6.50      12.94
         Quarter ended June 30, 2000                     5.38       9.13
         Quarter ended September 30, 2000                5.63       7.44
         Quarter ended December 31, 2000                 3.75       7.25

         Quarter ended March 31, 2001                    2.75       5.63
         Quarter ended June 30, 2001                     2.49       4.29
         Quarter ended September 30, 2001                3.07       4.93
         Quarter ended December 31, 2001                 2.20       3.95

As of December 31, 2001, there were approximately 1,641 holders of record of the
Company's common stock.

The Company has not paid, and does not anticipate paying for the foreseeable
future, any dividends to holders of its common stock. The declaration of
dividends by the Company in the future is subject to the sole discretion of the
Company's Board of Directors and will depend upon the operating results, capital
requirements and financial position of the Company, general economic conditions
and other pertinent conditions or restrictions relating to any financing.



                                       7
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

The following selected consolidated financial data have been derived from the
Company's audited consolidated financial statements. The information below
should be read in conjunction with the consolidated financial statements and
related notes and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere in this Annual Report on Form
10-K.

Certain acquisitions occurring in 1999, 1998 and 1997 have been accounted for
under purchase accounting and accordingly, are only reflected herein for dates
and periods on and after the respective dates of acquisition. Additionally, all
of the balances have been restated to reflect the merger with The Delahaye
Group, Inc. which was accounted for as a pooling. See Note 3 of the Company's
Consolidated Financial Statements.

<TABLE>
<CAPTION>
                                                                          For the Years Ended December 31,
                                                          2001           2000           1999           1998           1997
                                                      ------------   ------------   ------------   ------------   ------------
                                                                       (In thousands, except per share data)

<S>                                                   <C>            <C>            <C>            <C>            <C>
Operating Data:

Revenues                                              $     48,420   $     56,474   $     44,614   $     43,511   $     30,779
Gross profit                                                30,722         35,958         29,277         27,584         19,636
Selling, general and administrative expenses (a)            34,275         31,426         25,924         23,375         16,161
Loss from joint venture                                        728          1,079            234           --             --
Earnings before interest, taxes,
  depreciation and amortization (a)                           (708)         6,346          5,483          6,112          4,535
Operating income (loss)                                     (6,216)         3,453          3,119          4,209          3,475
Income (loss) before provision for
   income taxes                                             (6,348)         3,532          3,339          4,548          3,865
Net income (loss)                                           (3,773)         2,057          1,992          2,335          2,475
Pro forma earnings (loss) per share (b)               $      (0.46)  $       0.35   $       0.34   $       0.39   $       0.44
Earnings (loss) per share                             $      (0.65)  $       0.35   $       0.34   $       0.39   $       0.44

Balance Sheet Data:

Working capital                                       $      6,085   $     10,644   $     11,117   $     13,943   $     14,490
Assets                                                      40,813         42,028         36,982         33,293         30,377
Long-term debt, net                                             95            157            233            779            687
Stockholders' equity                                  $     29,046   $     32,570   $     29,887   $     26,340   $     22,506
</TABLE>

(a) 2001 selling, general and administrative expenses and earnings before
interest, taxes, depreciation and amortization exclude restructuring, loss on
sale of subsidiary and advisory charges of $634, $496, and $805, respectively.

(b) Pro forma earnings per share is defined as earnings per share excluding
restructuring, loss on sale of subsidiary and advisory charges.


                                       8
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


RESULTS OF OPERATIONS

On March 12, 1999, through a wholly owned subsidiary, the Company acquired 100%
of the outstanding shares of The Delahaye Group, Inc. ("Delahaye"). The
acquisition, which was accounted for as a pooling of interests, was completed
through the issuance of 185,666 shares of Medialink common stock valued at
approximately $2,800,000. Accordingly, the Company's financial statements and
the following management's discussion and analysis include the combined results
of operations, financial position and cash flows as though Delahaye was part of
Medialink for all periods presented.

In connection with the acquisition, the Company recorded a charge to operating
expenses in the first quarter of 1999 of approximately $350,000 for direct and
other acquisition-related costs pertaining to the transaction.

Fiscal Year 2001 as Compared to Fiscal Year 2000
Revenues decreased by $8.05 million, or 14%, from $56.47 million in 2000 to
$48.42 million in 2001. Revenues from distribution services decreased by $2.68
million, from production and live broadcast services $411,000, from Internet
services $4.91 million and from research $59,000. The decrease in revenue from
internet services mirrored the downward trend in the new media sector
experienced throughout 2001. During the first nine months of 2001 the Company
was challenged by a difficult economic environment, resulting in lower than
anticipated revenue. As a result of the September 11th tragedy, revenues from
the Company's core broadcast services, which includes distribution, production
and live broadcast services, were significantly affected.

Direct costs decreased by $2.82 million, or 14%, from $20.52 million in 2000 to
$17.70 million in 2001. Direct costs as a percentage of revenue were 36.6% and
36.3%, respectively, in 2001 and 2000. In spite of the difficult economic
environment, the Company was able to maintain it's gross profit margin.

Selling, general and administrative ("S, G & A) expenses increased by $2.17
million or 8%, from $28.53 million in 2000 to $30.70 million in 2001. Included
in the increase in S, G & A is an increase in payroll and related costs of
approximately $1.11 million. Also included in the increase in S, G & A is
approximately $779,000 in rent resulting from, among other things, the expansion
of the Company's corporate headquarters in New York which now includes a new
state-of-the-art production and broadcast television studio that officially
opened in April 2001. The Company believes that the studio will provide
additional revenue streams as well as reduce its costs of production and
distribution services.

As the Company experienced a slow-down in demand resulting from the economic
downturn during 2001, it made adjustments during the first and third quarter of
2001 in its personnel and other S, G & A expenditures. As a result of the
adjustments made, as well as adjustments made to the direct costs, the Company
hopes to achieve annual savings of approximately $4.00 million to S, G & A and
direct costs.

During 2001 the Company sold a component of its UK photography business and as a
result incurred a loss from the sale of a subsidiary of $496,000.


                                       9
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)

During 2001 the Company combined its U.S. and international broadcast services
into a Global Broadcast Services unit. The corporate reorganization is designed
to accelerate the growth of its broadcast services business. The Company
incurred a charge of $420,000 as a result of the restructuring. Additionally in
September 2001 the Company reduced its staff in the UK and US incurring a
restructuring charge of $214,000.

In August 2001 the Company received an unsolicited takeover bid by United
Business Media plc to purchase all of its issued and outstanding common shares.
In connection with this unsolicited offer the Company incurred legal and
financial advisory expenses of approximately $804,000 through December 31, 2001.
As of December 31, 2001 the unsolicited offer is no longer active.

Depreciation and amortization expense increased by $679,000, or 24%, from $2.89
million in 2000 to $3.57 million in 2001. The increase was due primarily to
additional amortization expense arising from additional earn-out payments,
recorded as goodwill, made by the Company on its various acquisitions and
depreciation expense related to the Company's new studio.

As a result of the foregoing, the Company experienced an operating loss of $6.22
million in 2001 as compared to operating income of $3.45 million in 2000.
Excluding the loss from joint venture, loss on sale of subsidiary, advisory
charges and restructuring charges the operating loss for 2001 was $3.55 million
as compared to operating income of $4.53 million in 2000.

Interest expense increased by $226,000 from $47,000 in 2000 to $273,000 in 2001.
The increase was due to the Company increased borrowings on its line of credit
during 2001 as compared to 2000.

Income tax expense (benefit) was calculated using Medialink's effective tax
rates of 41% in 2001 and 42% in 2000.

Including loss from joint venture, loss from sale of subsidiary, advisory
charges and restructuring charges, the Company had a net loss of $3.77 million
in 2001 as compared to net income of $2.06 million in 2000. In 2001 the Company
had basic loss per share of $0.65 compared to basic earnings per share of $0.36
in 2000.


Fiscal Year 2000 as Compared to Fiscal Year 1999
Revenues increased by $11.86 million, or 27%, from $44.61 million in 1999 to
$56.47 million in 2000. Revenues from distribution services increased by $3.10
million, from production and live broadcast services $3.35 million, from
Internet services $2.65 million and from research $2.76 million.

Direct costs increased by $5.18 million, or 34%, from $15.34 million in 1999 to
$20.52 million in 2000. Direct costs as a percentage of revenue were 36% and
34%, respectively, in 2000 and 1999. The decrease in the gross profit percentage
in 2000 was primarily as a result of the service mix. The Company's revenue from
internet services, which generally have lower gross margins than its other
services, contributed 10% of revenue in 2000 as compared with 7% in 1999.



                                       10
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)


Selling, general and administrative expenses increased by $5.50 million or 21%,
from $25.93 million in 1999 to $31.43 million in 2000. Selling, general and
administrative expenses as a percentage of revenues were 58% and 56% for 2000
and 1999, respectively. The increase was due primarily to an increase in the
Company's salary costs, which increased by $2.84 million in 2000. Expanded
investments in NewsIQ, Infotrend and Total News Tracking, as well as the
development and construction of new state-of-the-art editing and broadcast
facilities in New York and London, contributed to the increase in selling,
general and administrative costs. The Company believes that revenue generated
from these investments as well as their reduction in costs will have an
accretive effect on the Company's future results of operations.

As a result of the above, earnings before interest, taxes, depreciation and
amortization ("EBITDA") increased by $863,000, or 16%, from $5.48 million in
1999 to $6.35 million in 2000. The increase includes an increase in the loss
from the Company's joint venture of $845,000. As a percentage of revenue, EBITDA
in 2000 was 11% as compared with 12% in 1999.

Depreciation and amortization expense increased by $530,000, or 22%, from $2.36
million in 1999 to $2.89 million in 2000. The increase was primarily due to
amortization expense of intangible assets arising from earn-out payments,
recorded as goodwill, made during the year.

As a result of the foregoing, operating income increased by $334,000, or 11%,
from $3.12 million in 1999 to $3.45 million in 2000. For the period from January
1, 2000 through September 30, 2000 the Company experienced strong growth in
operating income, however due to the economic slow down, revenue growth in the
4th quarter slowed reducing operating income. The increase in operating income
includes an increase in the loss from joint venture of $845,000, as well as
increased investments in NewsIQ, Infotrend, Total News Tracking and new
state-of-art editing and broadcast facilities. As a percentage of revenue,
operating income in 2000 was 6% as compared with 7% in 1999.

Interest income, net of interest expense decreased by $141,000 from $220,000 in
1999 to $79,000 in 2000. The decrease was primarily due to the Company
maintaining lower average balances in cash and cash equivalents in 2000 as
compared to 1999.

Income tax expense was calculated using Medialink's effective tax rates of 42%
in 2000 and 40% in 1999. The increase in the rate is mainly the result of lower
tax free interest earned during 2000 as compared to 1999.

Net income increased by $64,000 or 3%, from $1.99 million in 1999 to $2.06
million in 2000. Diluted earnings per share increased by $0.01 or 3% from $0.34
per share in 1999 to $0.35 per share in 2000.


LIQUIDITY AND CAPITAL RESOURCES

Medialink has financed its operations primarily through cash generated from
operations and through draw downs on its line of credit facility. Cash flow
provided by operating activities amounted to $569,000 and $5.61 million in 2001
and 2000, respectively. Capital expenditures which are primarily incurred to
support Medialink's sales and operations were $2.19 million in 2001 and $3.16
million in 2000. Capital expenditures during 2000 include approximately $1.50
million for the build-out and equipment purchases for our New York offices,
which include the construction of our new state-of-the-art editing and broadcast
facility. The Company believes that the studio will provide additional revenue
streams as well as reduce its costs of production and distribution services.
Medialink has no capital expenditure plans other than in the ordinary course of
business.



                                       11
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)


On August 1, 1999 the Company entered into a joint venture with Business Wire to
form Business Wire/Medialink, LLC, doing business as Newstream.com. Each member
made an initial capital contribution of $2.00 million, plus acquisition costs.
The Company accounts for its interest in Newstream.com under the equity method.
During 2001 each member made an additional capital contribution of $500,000
each. During 2001 the Company also made various earn-out payments on
acquisitions aggregating $1.06 million in cash.

During July 1998 the Company acquired all of the outstanding common shares of
Tempest T.V. Limited, d/b/a The London Bureau ("The London Bureau"). The initial
purchase price of (pound)1.00 million (approximately $1.65 million) was paid in
the form of (pound)655,000 (approximately $1.07 million) in cash and the
issuance of 31,206 shares of the Company's common stock valued at approximately
(pound)380,000 (approximately $628,000). Earn-out provisions allowed for
additional payments of purchase price of up to approximately (pound)2.80 million
(approximately $4.61 million), based on certain revenue and profitability goals
of the International Division of Medialink, to be paid over a period of three
years. In connection with this acquisition two of the shareholders of The London
Bureau entered into deeds of covenant not to compete with the Company with terms
of three and four years, respectively. In consideration for the deeds of
covenant not to compete, the two shareholders received payments aggregating
approximately $485,000. During the year ended December 31, 2000 the Company made
it's final earn-out payment.

In June 1997 Medialink acquired certain assets of CTV. The initial purchase
price of $4.18 million was paid $3.85 million in cash and $333,000 in Medialink
common stock. Included in the cash portion was $300,000 related to the purchase
of a non-compete. Earn-out provisions allow for up to an additional $6.2 million
to be paid, through 2002, based upon certain revenue and profitability targets
over the next five years. Assuming the targets are met, the overall
consideration will be in the form of cash and Medialink common stock, as
specified in the agreement. During 2001 and 2000 Medialink made cash payments of
approximately $834,000 and $1.17 million, respectively, as additional
consideration for the CTV acquisition.

At December 31, 2001 the maximum future earn-out payments on the above
acquisitions are approximately $1.80 million ($1.29 million in the form of cash
and $510,000 in the form of Medialink common stock) through March 2003.

In August 2001 the Company received an unsolicited takeover bid by United
Business Media plc to purchase all of its issued and outstanding common shares.
In connection with this unsolicited offer the Company retained a financial
advisor. The terms of such retention provide that the Company pay the financial
advisor between $2,000,000 and $2,500,000 by August 20, 2002. Through December
31, 2001 $400,000 was charged to operations related to this agreement. As of
December 31, 2001 the unsolicited offer is no longer active.

During 1999 the Company entered into a three year line of credit facility with a
financial institution. At December 31, 2001 the Company had borrowings on the
facility of $6.27 million. Covenants under the line of credit agreement require
the Company to meet certain financial ratios, including minimum tangible net
worth and maximum debt to earnings ratios, as defined in the agreement. At
December 31, 2001 the Company was not in compliance with the debt to earnings
ratio covenant which has been waived by the lender through April 1, 2002.
Subsequent to December 31, 2001 the Company received a commitment from the
financial institution to amend the line of credit facility extending the due
date to January 1, 2003 and allowing for borrowings of up to $7.50 million.
Additionally the financial covenant that the Company was not in compliance with
was terminated and replaced with a covenant based on earnings before interest,
taxes, depreciation, amortization and other charges, as defined in the
agreement. Management believes that the Company is currently in compliance with
this new covenant.



                                       12
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)


As at December 31, 2001 Medialink had $4.68 million in cash and cash equivalents
as compared with $3.54 million as at December 31, 2000. As at December 31, 2001
and 2000, long-term debt, including current portion, was $150,000 and $256,000,
respectively.

The Company believes that it has sufficient capital resources, including
availability under its line of credit facility, and cash flow from operations to
fund its net cash needs for at least the next twelve months.


RISK FACTORS

Major News Events
Events which dominate news broadcasts, may cause the Company's clients to delay
their use of, or not use, the Company's services for a particular project as
such clients may determine that their messages may not receive adequate
attention in light of the coverage of other new events. Such circumstances could
have a material adverse effect on the Company's business, operating results and
financial condition.

Susceptibility to General Economic Conditions
The Company's revenues are affected by its clients' marketing communications
spending and advertising budgets. The company's revenues and results of
operations may be subject to fluctuations based upon general economic conditions
in the geographic locations where it offers its services or distributes its
material. If there were to be continued economic downturn or a continued
recession in these geographic locations, then the Company expects that business
enterprises, including its clients and potential clients, could substantially
and immediately reduce their marketing and communications budgets. In the event
of such an economic climate, there would be a material adverse effect on the
Company's business, operating results and financial condition.



                                       13
<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Debt
The Company has a line of credit agreement which exposes the Company to the risk
of earnings or cash flow loss due to changes in market interest rates. At
December 31, 2001, $6.27 million was outstanding on the line of credit which has
a maturity date of July 2002. The interest rate is based upon the 30-day
commercial paper rate (1.78% at December 31, 2001) plus 1.75%. At December 31,
2001 the Company was not in compliance with one of its financial covenants which
has been waived by the lender through April 1, 2002. Subsequent to December 31,
2001 the Company received a commitment from the financial institution to amend
the line of credit facility extending the due date to January 1, 2003 and
allowing for borrowings of up to $7.50 million. Additionally the financial
covenant that the Company was not in compliance with was terminated and replaced
with a covenant based on earnings before interest, taxes, depreciation,
amortization and other charges, as defined in the agreement. Management believes
that the Company is currently in compliance with this new covenant. All other
Company debt is fixed-rate and, therefore, does not expose the Company to the
risk of earning or cash flow loss due to changes in market interest rate.

Foreign Operations
In the normal course of business, through its UK operations, the Company is
exposed to the effect of foreign exchange rate fluctuations on the United States
dollar value of its foreign subsidiaries' results of operations and financial
condition. At December 31, 2001, the Company's primary foreign currency market
exposure was the British pound.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

With the exception of the historical information contained in this Form 10-K,
the matters described herein may contain forward-looking statements that are
made pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve various risks and may cause actual
results to differ materially. These risks include, but are not limited to, the
ability of Medialink to grow internally or by acquisition, and to integrate
acquired businesses, changing industry and competitive conditions, and other
risks outside the control of Medialink referred to in its registration statement
and periodic reports filed with the Securities and Exchange Commission.


EFFECTS OF NEWLY-ISSUED ACCOUNTING STANDARDS

In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, "Goodwill and Other Intangible Assets". Statement 141
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 as well as all purchase method
business combinations completed after June 30, 2001. Statement 141 also
specifies criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill, noting
that any purchase price allocable to an assembled workforce may not be accounted
for separately. Statement 142 will require that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that intangible assets with definite useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of.



                                       14
<PAGE>

The Company is required to adopt the provisions of Statement 141 immediately,
except with regard to business combinations initiated prior to July 1, 2001,
which it expects to account for using the pooling-of-interests method, and
Statement 142 effective January 1, 2002. Furthermore, any goodwill and any
intangible asset determined to have an indefinite useful life that are acquired
in a purchase business combination completed after June 30, 2001 will not be
amortized, but will continue to be evaluated for impairment in accordance with
the appropriate pre-Statement 142 accounting literature. Goodwill and intangible
assets acquired in business combinations completed before July 1, 2001 will
continue to be amortized prior to the adoption of Statement 142.

Statement 141 will require upon adoption of Statement 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill. Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period.

In connection with the transitional goodwill impairment evaluation, Statement
142 will require the Company to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this the Company must identify its reporting units and determine the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. The Company will then have up to six months from the date of
adoption to determine the fair value of each reporting unit and compare it to
the reporting unit's carrying amount. To the extent a reporting unit's carrying
amount exceeds its fair value, an indication exists that the reporting unit's
goodwill may be impaired and the Company must perform the second step of the
transitional impairment test. In the second step, the Company must compare the
implied fair value of the reporting unit's goodwill, determined by allocating
the reporting unit's fair value to all of its assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in accordance with Statement 141, to its carrying amount, both of which would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in the Company's statement of
earnings.

As of the date of adoption, the Company will have unamortized goodwill in the
amount of $11,582,000 which will be subject to the transition provisions of
Statements 141 and 142. Amortization expense related to goodwill was $885,000
and $730,000 for the year ended December 31, 2001 and 2000, respectively.
Because of the extensive effort needed to comply with adopting Statements 141
and 142, it is not practicable to reasonably estimate the impact of adopting
these Statements on the Company's financial statements at the date of this
report, including whether any transitional impairment losses will be required to
be recognized as the cumulative effect of a change in accounting principle.


                                       15
<PAGE>

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 ("SFAS 143"), "Accounting for Asset Retirement Obligations," which is
effective January 1, 2003. SFAS 143 addresses the financial accounting and
reporting for obligations and retirement costs related to the retirement of
tangible long-lived assets. The Company does not expect that the adoption of
SFAS 143 will have a significant impact on its financial statements.

In August 2001, the FASB issued Statement of Financial Accounting Standards No.
144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets," which is effective January 1, 2002. SFAS 144 supersedes FASB Statement
No 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions relating
to the disposal of a segment of a business of Accounting Principles Board
Opinion No. 30. The Company does not expect that the adoption of SFAS 144 will
have a significant impact on its financial statements.

INFLATION

Inflation has not had, nor does the Company anticipate it having, a significant
impact on the Company's current and future operations.

FOREIGN CURRENCY

The conversion of various European currencies to the Euro has not had, nor does
the Company anticipate it having, a significant impact on the Company's current
and future operations.

CRITICAL ACCOUNTING POLICIES

We have identified the policies below as significant to our business operations
and the understanding of our results of operations. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note 1 in the Notes to the Consolidated Financial
Statements in Item 8 of this Form 10-K, beginning on page F-6.

Intangible Assets
Goodwill, which represents the excess of the purchase price paid by the Company
over the fair market value of net assets acquired in business acquisitions
accounted for under the purchase method, is being amortized on a straight-line
basis over the estimated future period of benefit, which ranges from 10 to 20
years. Other intangible assets, including customer lists and covenants not to
compete, are being amortized on a straight-line basis over the term of the
agreement or the estimated future period of benefit, which ranges from 3 to 7
1/2 years.

The agreements pursuant to which the Company acquired certain companies include
provisions that could require the Company to issue additional cash or shares of
common stock if certain performance targets are met. The value of any such
additional consideration will be added to the goodwill related to such
acquisition and amortized over the remainder of that goodwill's useful life.


                                       16
<PAGE>

Long-lived assets and certain identifiable intangibles, including goodwill, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell. Should the Company
experience a reduction in revenue and cash flow because our business or market
conditions vary from our current expectations, we may not be able to realize the
carrying value of these assets and will record an impairment charge at that
time.

Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and for operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. We
considered all of the available evidence to arrive at our position on the net
deferred tax assets; however, should circumstances change which would alter our
judgment in this regard it may have an impact on future operating results.



                                       17
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following audited consolidated financial statements and related report are
set forth in this Annual Report on Form 10-K on the following pages:


        Independent Auditors' Report                                       F-1

        Consolidated Balance Sheets as of December 31, 2001 and
        December 31, 2000                                                  F-2

        Consolidated Statements of Operations for the Years Ended
        December 31, 2001, December 31, 2000 and December 31, 1999         F-3

        Consolidated Statements of Stockholders' Equity for the
        Years Ended December 31, 2001, December 31, 2000 and
        December 31, 1999                                                  F-4

        Consolidated Statements of Cash Flows for the Years Ended
        December 31, 2001, December 31, 2000 and December 31, 1999         F-5

        Notes to Consolidated Financial Statements                         F-6




                                       18
<PAGE>

                          Independent Auditors' Report


The Board of Directors
Medialink Worldwide Incorporated

We have audited the accompanying consolidated balance sheets of Medialink
Worldwide Incorporated and Subsidiaries as of December 31, 2001 and 2000, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
2001. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Medialink Worldwide
Incorporated and Subsidiaries as of December 31, 2001 and 2000, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.

                                                     /S/  KPMG LLP

March 28, 2002
New York, New York



                                      F-1
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        As of December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                               2001               2000
                                                                                         ---------------     ---------------

<S>                                                                                      <C>                 <C>
                                     ASSETS
Current Assets:
   Cash and cash equivalents                                                             $     4,680,075     $     3,542,257
   Accounts receivable, net of allowance for doubtful accounts of
     $356,240 and $467,492                                                                     8,260,396          13,568,651
   Prepaid expenses and other current assets                                                   2,874,339           2,635,985
   Prepaid and refundable taxes                                                                1,743,659                --
   Deferred tax assets                                                                           199,000             199,000
                                                                                         ---------------     ---------------
       Total current assets                                                                   17,757,469          19,945,893
                                                                                         ---------------     ---------------

Property and equipment, net                                                                    6,127,665           5,532,560

Goodwill, customer list and other intangibles, net of accumulated amortization
  of $7,198,915 and $5,294,538                                                                12,220,225          13,091,075
Investment in joint venture                                                                      781,604           1,009,872
Deferred tax assets                                                                            1,900,000           1,000,000
Other assets                                                                                   2,025,590           1,448,863
                                                                                         ---------------     ---------------
       Total assets                                                                      $    40,812,553     $    42,028,263
                                                                                         ===============     ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt                                                     $        55,639     $        99,224
   Borrowings on credit facilities                                                             6,268,681           2,000,000
   Accounts payable                                                                            1,573,371           3,735,397
   Accrued expenses and other current liabilities                                              3,774,061           2,154,769
   Income taxes payable                                                                             --             1,312,628
                                                                                         ---------------     ---------------
       Total current liabilities                                                              11,671,752           9,302,018
Long-term debt, net of current portion                                                            44,719             106,572
Note payable - stockholder                                                                        50,000              50,000
                                                                                         ---------------     ---------------
       Total liabilities                                                                      11,766,471           9,458,590
                                                                                         ---------------     ---------------
Stockholders' Equity:
   Common stock; $.01 par value. Authorized 15,000,000 shares; issued and
      outstanding 5,820,714 shares in 2001 and  5,751,693 shares in 2000                          58,207              57,517
   Additional paid-in capital                                                                 24,409,660          24,138,687
   Retained earnings                                                                           4,799,464           8,572,943
   Accumulated other comprehensive loss                                                         (221,249)           (199,474)
                                                                                         ---------------     ---------------
       Total stockholders' equity                                                             29,046,082          32,569,673
                                                                                         ---------------     ---------------
       Total liabilities and stockholders' equity                                        $    40,812,553     $    42,028,263
                                                                                         ===============     ===============
</TABLE>

           See accompanying notes to consolidated financial statements

                                      F-2
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>
                                                                           2001               2000                 1999
                                                                     ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
Revenues                                                             $    48,420,133     $    56,473,553     $    44,614,200

Direct costs                                                              17,697,753          20,515,111          15,337,053
                                                                     ---------------     ---------------     ---------------

     Gross Profit                                                         30,722,380          35,958,442          29,277,147

Operating expenses:
   Selling, general and administrative expenses                           30,703,302          28,532,954          23,561,115
   Depreciation and amortization                                           3,571,943           2,893,361           2,362,941
   Loss from joint venture                                                   728,268           1,079,095             233,837
   Loss on sale of subsidiary                                                495,905                --                  --
   Restructuring charges                                                     634,000                --                  --
   Advisory charges                                                          804,626                --                  --
                                                                     ---------------     ---------------     ---------------
Total Operating Expenses                                                  36,938,044          32,505,410          26,157,893
                                                                     ---------------     ---------------     ---------------

     Operating income  (loss)                                             (6,215,664)          3,453,032           3,119,254

Interest expense                                                            (273,383)            (46,924)            (49,508)

Interest income                                                              141,568             125,478             269,738
                                                                     ---------------     ---------------     ---------------

     Income (loss) before income taxes                                    (6,347,479)          3,531,586           3,339,484

Provision (beneifit) for income taxes                                     (2,574,000)          1,475,000           1,347,000
                                                                     ---------------     ---------------     ---------------

     Net income (loss)                                               $    (3,773,479)    $     2,056,586     $     1,992,484
                                                                     ===============     ===============     ===============

     Basic earnings (loss) per share                                 $         (0.65)    $          0.36     $          0.36
                                                                     ===============     ===============     ===============

     Diluted earnings (loss) per share                               $         (0.65)    $          0.35     $          0.34
                                                                     ===============     ===============     ===============
</TABLE>

           See accompanying notes to consolidated financial statements

                                      F-3
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              For the Years Ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>

                                                                    Common stock
                                                        ----------------------------------        Additional
                                                           Number of                                Paid-In             Retained
                                                            Shares             Par Value            Capital             Earnings
                                                        ---------------     ---------------     ---------------     ---------------

<S>                                                     <C>                 <C>                 <C>                 <C>
Balance at January 1, 1999                                    5,482,077              54,821          21,860,924           4,523,873

Comprehensive income:
  Net income                                                       --                  --                  --             1,992,484
  Foreign currency translation adjustment                          --                  --                  --                  --

     Total comprehensive income
Stock options exercised                                          80,277                 803             539,511                --
Issuances of common stock in connection
   with acquisitions of businesses                               74,505                 745           1,105,765                --
                                                        ---------------     ---------------     ---------------     ---------------
Balance at December 31, 1999                                  5,636,859     $        56,369     $    23,506,200     $     6,516,357
Comprehensive income:
  Net income                                                       --                  --                  --             2,056,586
  Foreign currency translation adjustment                          --                  --                  --                  --

     Total comprehensive income
Stock options exercised                                          38,895                 389             102,497                --
Issuances of common stock in connection
   with acquisitions of businesses                               75,939                 759             529,990                --
                                                        ---------------     ---------------     ---------------     ---------------
Balance at December 31, 2000                                  5,751,693              57,517          24,138,687           8,572,943
Comprehensive income:
  Net loss                                                         --                  --                  --            (3,773,479)
  Foreign currency translation adjustment                          --                  --                  --                  --

     Total comprehensive loss
Stock options exercised                                          42,320                 423             121,240                --
Issuances of common stock in connection
   with acquisitions of businesses                               26,701                 267             149,733                --
                                                        ---------------     ---------------     ---------------     ---------------
Balance at December 31, 2001                                  5,820,714              58,207          24,409,660           4,799,464
                                                        ===============     ===============     ===============     ===============

<CAPTION>
                                                       Accumulated Other
                                                         Comprehensive
                                                         Loss - Foreign          Total
                                                     Currency Translation    Stockholders'
                                                          Adjustment             Equity
                                                        ---------------     ---------------

<S>                                                     <C>                 <C>
Balance at January 1, 1999                                      (99,549)         26,340,069
                                                                            ---------------
Comprehensive income:
  Net income                                                       --             1,992,484
  Foreign currency translation adjustment                       (92,359)            (92,359)
                                                                            ---------------
     Total comprehensive income                                                   1,900,125
Stock options exercised                                            --               540,314
Issuances of common stock in connection
   with acquisitions of businesses                                 --             1,106,510
                                                        ---------------     ---------------
Balance at December 31, 1999                            $      (191,908)    $    29,887,018
Comprehensive income:
  Net income                                                       --             2,056,586
  Foreign currency translation adjustment                        (7,566)             (7,566)
                                                                            ---------------
     Total comprehensive income                                                   2,049,020
Stock options exercised                                            --               102,886
Issuances of common stock in connection
   with acquisitions of businesses                                 --               530,749
                                                        ---------------     ---------------
Balance at December 31, 2000                                   (199,474)         32,569,673
Comprehensive income:
  Net loss                                                         --            (3,773,479)
  Foreign currency translation adjustment                       (21,775)            (21,775)
                                                                            ---------------
     Total comprehensive loss                                                    (3,795,254)
Stock options exercised                                            --               121,663
Issuances of common stock in connection
   with acquisitions of businesses                                 --               150,000
                                                        ---------------     ---------------
Balance at December 31, 2001                                   (221,249)         29,046,082
                                                        ===============     ===============
</TABLE>

           See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Years Ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>
                                                                           2001               2000                1999
                                                                     ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                               $    (3,773,479)    $     2,056,586     $     1,992,484
                                                                     ---------------     ---------------     ---------------
     Adjustments to reconcile net income to net cash
        provided by operating activities:
     Depreciation and amortization                                         3,571,943           2,893,361           2,362,941
     Loss on sale of subsidiary                                              495,905                --                  --
     Deferred income taxes                                                  (900,000)           (356,000)           (294,000)
     Equity loss from joint venture                                          728,268           1,079,095             233,837
     Changes in assets and liabilities, net of acquisitions:
        Accounts receivable                                                5,142,857          (2,281,235)         (2,610,026)
        Other assets                                                        (645,199)           (225,993)           (762,155)
        Prepaid expenses and other current assets                           (263,908)             39,776             163,641
        Prepaid and refundable income taxes                               (1,743,659)               --                  --
        Accounts payable and accrued expenses                               (730,740)          1,567,872             (20,492)
        Income taxes payable                                              (1,312,628)            840,256            (733,331)
                                                                     ---------------     ---------------     ---------------
          Net cash provided by operating activities                          569,360           5,613,718             332,899
                                                                     ---------------     ---------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash paid for acquisitions, net of cash acquired, and
        acquisition costs                                                 (1,058,600)         (2,789,327)         (2,764,030)
     Cash paid for investment in joint venture                              (500,000)               --            (2,235,869)
     Cash received for sale of subsidiary, net of cash
        included in assets sold                                               29,908                --                  --
     Purchases of property and equipment                                  (2,187,756)         (3,163,176)         (1,423,865)
                                                                     ---------------     ---------------     ---------------
          Net cash used in investing activities                           (3,716,448)         (5,952,503)         (6,423,764)
                                                                     ---------------     ---------------     ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Advances on line of credit                                            4,268,681           2,000,000           2,000,000
     Payments on line of credit                                                 --            (2,000,000)           (200,000)
     Repayments on note payable - shareholder                                   --                                   (38,664)
     Proceeds from the issuance of common stock in connection
        with the exercise of stock options                                   121,663             102,886             211,961
     Repayments of long term debt                                           (105,438)           (105,552)           (592,116)
                                                                     ---------------     ---------------     ---------------
          Net cash provided by (used in) financing activities              4,284,906              (2,666)          1,381,181
                                                                     ---------------     ---------------     ---------------
          Net decrease increase in cash and cash equivalents               1,137,818            (341,451)         (4,709,684)
Cash and cash equivalents at the beginning of year                         3,542,257           3,883,708           8,593,392
                                                                     ---------------     ---------------     ---------------
Cash and cash equivalents at end of year                             $     4,680,075     $     3,542,257     $     3,883,708
                                                                     ===============     ===============     ===============
</TABLE>

           See accompanying notes to consolidated financial statements

                                      F-5
<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       Summary of Significant Accounting Policies

Description of Business and Basis of Presentation
Medialink Worldwide Incorporated (the "Company") is a provider of worldwide
video and audio production and distribution services and public relations
research services for businesses and other organizations that seek to
communicate and evaluate their news through television, radio, the Internet and
other media. The Company, a Delaware corporation formed on September 24, 1986,
is headquartered in New York with offices in the United States and the United
Kingdom.

On March 12, 1999, through a wholly owned subsidiary, the Company acquired 100%
of the outstanding shares of The Delahaye Group, Inc. ("Delahaye"). The
acquisition was accounted for as a pooling of interests and, accordingly, all of
the Company's prior period consolidated financial statements have been restated
to include the combined results of operations, financial position and cash flows
of Delahaye for all periods presented.

The consolidated financial statements include the accounts of Medialink
Worldwide Incorporated and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition
Revenue earned from the distribution and monitoring of video news releases and
the distribution of printed news releases is recognized in the period that the
release is distributed. Fees earned for webcasts, satellite media tours and
other live events and the production of video news releases and still
photographs are recognized in the period that the services are performed. Fees
earned from research services are recognized using the percentage of completion
method.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions by
management related to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities. Actual results could differ from these
estimates.

Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of
three months or less, to be cash equivalents.

Property and Equipment
Property and equipment is depreciated on a straight-line basis over the
estimated useful lives of the assets. Leasehold improvements are amortized on a
straight-line basis over the shorter of the lease term or the estimated useful
life of the asset. The following estimated useful lives are used for financial
statement purposes:

         Office equipment                                   5 years
         Furniture and fixtures                            10 years
         Leasehold improvements                          5 to 10 years



                                      F-6
<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Intangible Assets
Goodwill, which represents the excess of the purchase price paid by the Company
over the fair market value of net assets acquired in business acquisitions
accounted for under the purchase method, is being amortized on a straight-line
basis over the estimated future period of benefit, which ranges from 10 to 20
years. Other intangible assets, including customer lists and covenants not to
compete, are being amortized on a straight-line basis over the term of the
agreement or the estimated future period of benefit, which ranges from 3 to 7
1/2 years.

The agreements pursuant to which the Company acquired certain companies include
provisions that could require the Company to issue additional cash or shares of
common stock if certain performance targets are met. The value of any such
additional consideration will be added to the goodwill related to such
acquisition and amortized over the remainder of that goodwill's useful life.

Long-lived assets and certain identifiable intangibles, including goodwill, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.

Major Customers
Revenues from one customer amounted to approximately 11% of total revenues in
2001 and 1999, respectively. No customer amounted to 10% or more in 2000.

Investments in Affiliates
The Company accounts for its investments in affiliates in which it owns between
20% and 50% of the voting stock and possesses significant influence over the
affiliate under the equity method. Investments in affiliates are reviewed for
impairment whenever events or changes in circumstances indicate that the fair
value of an investment is less than its carrying amount, and when such a loss in
value is determined to be other than temporary.

Foreign Currency Translation
The financial position and results of operations of the Company's UK
subsidiaries and bureau are measured using local currency as the functional
currency. Assets and liabilities of the entities have been translated at
exchange rates on the balance sheet date, and related revenue and expenses have
been translated at average monthly exchange rates. The aggregate effect of
translation adjustments is reflected as a separate component of shareholders'
equity in accumulated other comprehensive loss until there is a sale or
liquidation of the underlying foreign investment.

Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and for operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.


                                      F-7
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Accounting for Stock-Based Compensation
The Company accounts for its stock option plan in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 123 which allows entities to
continue to apply the provisions of Accounting Principles Board ("APB") Opinion
No. 25 and provide pro forma net income and pro forma earnings per share
disclosures for employee stock option grants made in 1995 and future years as if
the fair-value-based method, as defined in SFAS No. 123 had been applied. The
Company has elected to apply the provisions of APB No. 25 and provide the pro
forma disclosure required by SFAS No. 123 (See Note 7).

Fair Value of Financial Instruments
The carrying amounts of cash, receivables, accounts payable, accrued liabilities
and borrowings on line of credit facility approximate fair value because of the
short maturity of these instruments. The carrying amounts of long-term debt
approximate fair value as the effective rates for these instruments are
comparable to market rates at year-end.

Reclassifications
For comparability, certain 2000 and 1999 amounts have been reclassified, where
appropriate, to conform to the financial statement presentation used in 2001.

Earnings per Share
Basic earnings (loss) per share ("EPS") is computed by dividing net income
(loss) attributable to common stock by the weighted average number of common
shares outstanding for the period. Diluted EPS reflects the potential dilution
from the exercise or conversion of securities to common stock. For the year
ended December 31, 2001 the Company had common stock equivalents of 32,075
related to stock options that were not included in the computation of EPS
because they were antidilutive. Weighted average shares outstanding used for
computing EPS for the years ended December 31, 2001, 2000 and 1999 are as
follows:

<TABLE>
<CAPTION>
Weighted Average Shares Outstanding                                        2001                2000                1999
-----------------------------------                                  ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
         Basic                                                          5,797,679           5,700,721           5,547,409

         Diluted                                                        5,797,679           5,931,849           5,921,686
</TABLE>



                                      F-8
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


2.       Property and Equipment

Property and equipment, at cost, consists of:

<TABLE>
<CAPTION>
                                                                       December 31,
                                                           -----------------------------------
                                                                2001                2000
                                                           ---------------     ---------------

<S>                                                        <C>                 <C>
        Office equipment and software                      $     6,593,308     $     5,769,049
        Furniture and fixtures                                   1,225,412           1,021,345
        Leasehold improvements                                   3,533,880           2,778,701
                                                           ---------------     ---------------
                                                                11,352,600           9,569,095
        Less accumulated depreciation
             and amortization                                   (5,224,935)         (4,036,535)
                                                           ---------------     ---------------

        Property and equipment, net                        $     6,127,665     $     5,532,560
                                                           ===============     ===============
</TABLE>


3.       Business Transactions

(a)      Acquisitions

On June 16, 1997 the Company acquired certain assets of Corporate TV Group, Inc.
("CTV"), a provider of strategic video communications to corporations and other
organizations for internal and external audiences. As consideration for the
purchase, the Company paid $3.55 million in cash and issued 37,037 shares of the
Company's common stock valued at $333,333. Earn-out provisions allow for up to
an additional $6.2 million to be paid based upon certain revenue and
profitability targets through 2002. Assuming the targets are met, the additional
consideration will be paid in the form of cash and the Company's common stock,
as specified in the agreement. Through December 31, 2001 approximately $5.13
million of additional consideration has been recorded under the earn-out
provision. Additionally, in connection with this acquisition, the Company paid
$300,000 to the stockholder of CTV for a non-compete agreement which expires in
2004. This amount has been recorded as an intangible asset and is being
amortized using the straight-line method over the term of the agreement.

In July 1998 the Company acquired all of the outstanding common shares of
Tempest T.V. Limited, d/b/a The London Bureau ("The London Bureau"), a producer
of corporate video for use by British broadcasters. The initial purchase price
of (pound)1.00 million (approximately $1.65 million) was paid in the form of
(pound)655,000 (approximately $1.07 million) in cash and the issuance of 31,206
shares of the Company's common stock valued at approximately (pound)380,000
(approximately $628,000). Earn-out provisions allowed for additional payments of
purchase price of up to approximately (pound)2.80 million (approximately $4.61
million), based on reaching certain revenue and profitability levels of the
International Division of Medialink, to be paid in the form of cash and the
Company's common stock, as specified in the agreement, over a period of three
years. Through December 31, 2001 approximately $1.65 million of additional
consideration was recorded under the earn-out provision. In connection with this
acquisition two of the shareholders of The London Bureau entered into deeds of
covenant not to compete with the Company with terms of three and four years,
respectively. In consideration for the deeds of covenant not to compete, the two
shareholders received payments aggregating (pound)295,000 (approximately
$485,000). At December 31, 2001 there are no additional earn-out payments due.


                                      F-9
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


During 1999 the Company made various acquisitions in public relations still
photography and news-related companies. As consideration for these purchases,
the Company paid $2.95 million cash and 55,348 shares of the Company's common
stock valued at $800,000. Earn-out provisions allow for additional payments of
purchase price of up to $1.50 million, based on reaching certain profitability
levels, to be paid in the form of cash and the Company's common stock as
specified in the agreement, over a period of three years. Through December 31,
2001 $750,000 of additional consideration has been recorded under the earn-out
provisions. Additionally, in connection with one of the acquisitions the Company
entered into covenants not to compete with two of the significant shareholders
with terms of five years. Two executive officers of the Company had an interest
in one of the acquisitions aggregating approximately 20%. In order to avoid an
apparent conflict of interest, an independent member of the Board of Directors
and an independent employee negotiated the agreement.

At December 31, 2001 the maximum future earn-out payments on the above
acquisitions are approximately $1.80 million ($1.29 million in the form of cash
and $510,000 in the form of Medialink common stock) through March 2003.

All of the above acquisitions have been accounted for under the purchase method
of accounting and the results of operations of the acquisitions have been
included in the consolidated statements of operations from the dates of
acquisition. As of December 31, 2001 the aggregate purchase price, including
acquisition costs and amounts paid as a result of earn-out agreements, exceeded
the estimated fair value of the total net assets acquired by $18.06 million for
all of the acquisitions. Of this amount $4 million has been allocated to
customer lists and is being amortized on a straight line basis over 5 years and
$14.06 million have been allocated to goodwill and is being amortized on a
straight line basis over periods ranging from 10 to 20 years.

In March 2001 the Company sold a component of its UK photography business and as
a result incurred a loss from the sale of a subsidiary amounting to
approximately $496,000.

On March 12, 1999, through a wholly owned subsidiary, the Company acquired 100%
of the outstanding shares of The Delahaye Group, Inc. ("Delahaye") a provider of
public relations and marketing communications research. The acquisition, which
was accounted for as a pooling of interests, was completed through the issuance
of 185,666 shares of Medialink common stock valued at approximately $2,800,000.
Accordingly, all of the Company's prior period consolidated financial statements
have been restated to include the combined results of operations, financial
position and cash flows of Delahaye for all periods presented. In connection
with the acquisition, the Company recorded a charge to operating expenses of
approximately $350,000 for direct and other acquisition-related costs relating
to the transaction.


                                      F-10
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


(b)      Joint Venture

On August 1, 1999 the Company entered into a joint venture with Business Wire to
form Business Wire/Medialink, LLC ("Newstream"), for the purpose of connecting
its clients to multimedia Internet news sites as Newstream.com. The Company,
which has a 50% interest in the joint venture, accounts for its interest in
Newstream under the equity method, as it does not have a controlling interest in
the entity. During 2001 each member made an additional capital contribution of
$500,000.

The following is selected financial data of Newstream at December 31:

<TABLE>
<CAPTION>
                                                                           2001                2000                1999
                                                                     ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
Balance Sheet Data:

Total current assets                                                 $       813,000     $       601,000     $     3,204,000
Total assets                                                               2,277,000           2,069,000           4,130,000
Total current liabilities                                                  1,351,000             684,000             592,000
Total liabilities and members equity                                       2,277,000           2,069,000           4,130,000

Operating Data:

Revenues                                                                   1,137,000             940,000                --
Operating loss                                                            (1,461,000)         (2,228,000)           (506,000)
Net loss                                                                  (1,457,000)         (2,152,000)           (462,000)
</TABLE>

Approximately $497,000 and $587,000 of total revenue, related to internet public
relations services, for the joint venture was generated by the Company in 2001
and 2000, respectively.

The Company also allocates certain expenses to the joint venture for personnel
and other direct, general and administrative costs incurred on its behalf. Total
assessments amounted to $959,000, $1,346,000 and $389,000 in 2001, 2000 and
1999, respectively. The balance outstanding at December 31, 2001, 2000 and 1999
relating to these assessments amounted to $919,000, $410,000 and $389,000,
respectively and are included in prepaid expenses and other current assets.


4.       Lines of Credit - Bank

During 1999, the Company repaid and terminated its existing line of credit and
entered into a new three year line of credit facility (the "Credit Facility"),
through July 2002, with a different lending institution. Loans under the Credit
Facility bear interest at the 30-Day Commercial Paper Rate (1.78% at December
31, 2001) plus 1.75%, per annum.

The Company is subject to an unused line fee of 1/4 of 1% per annum.

Covenants under the line of credit agreement require the Company to meet certain
financial ratios, including minimum tangible net worth and maximum debt to
earnings ratios, as defined in the agreement. At December 31, 2001 the Company
was not in compliance with the debt to earnings ratio covenant which has been
waived by the lender through April 1, 2002.


                                      F-11
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Substantially all of the assets of the Company are pledged as collateral under
the credit facility.

Subsequent to December 31, 2001 the Company received a commitment from the bank
to amend the line of credit facility allowing for borrowings of up to $7.50
million and extending the due date to January 1, 2003, subject to annual renewal
thereafter with bank's consent. Additionally the financial covenant that the
Company was not in compliance with was terminated and replaced with a covenant
based on earnings before interest, taxes, depreciation, amortization and other
charges, as defined in the agreement. Management believes that the Company is
currently in compliance with this new covenant.


5.       Long-term Debt:

As of December 31, debt consisted of:

<TABLE>
<CAPTION>
                                                                  2001                2000
                                                             ---------------     ---------------

<S>                                          <C>             <C>                 <C>
         Note payable                         (a)            $       100,358     $       157,974
         Covenant not to compete              (b)                       --                47,822
                                                             ---------------     ---------------
                                                                     100,358             205,796
         Less: current portion                                        55,639              99,224
                                                             ---------------     ---------------
                                                             $        44,719     $       106,572
                                                             ===============     ===============
</TABLE>

(a)      In connection with the 1996 acquisition of PR Data, the Company
         converted certain amounts payable to a former stockholder of PR Data
         into a note payable for a principal amount of $330,000. The note is
         payable in quarterly installments of $15,507, which includes principal
         and interest at a rate of 8% per annum through July 2003.

(b)      In connection with the acquisition of PR Data the Company entered into
         non-compete agreements with the principal officers and stockholders of
         PR Data. The agreements provided for quarterly payments through June
         2001 aggregating $410,000. At the date of acquisition the present value
         of these payments, imputed at 9.5% per annum, was approximately
         $317,000 and was recorded as an intangible asset and related liability.


Aggregate maturities of long-term debt are as follows:

         For the year ending December 31,
         -------------------------------

                    2002                                 55,639
                    2003                                 44,719
                                                       --------
                                                       $100,358
                                                       ========



                                      F-12
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


6.       Stockholders' Equity:

In 2001, 2000 and 1999 the Company issued 26,701 shares, 75,939 shares and
74,505 shares, respectively, of common stock as consideration for acquisitions.
The fair value of the common stock was determined based on the average trading
price, over various periods, of the Company's common stock at the times of the
respective acquisitions.

During 2001 the Board of Directors implemented a preferred stock rights plan.
Under the rights plan, the Board declared a dividend distribution of one
preferred stock purchase right for each outstanding share of common stock of the
Company, payable to shareholders of record at the close of business on August
30, 2001. The Rights will continue to be represented by, and trade with, the
Company's common stock certificates unless the Rights become exercisable. The
Rights become exercisable (with certain exceptions) only in the event that a
person or group acquires, or announces a tender or exchange offer for, 15
percent or more of the Company's shares outstanding or the total voting power of
the Company.



                                      F-13
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


7.       Employee Compensation Plans

The Company provides an incentive and nonqualified stock option plan (the "Stock
Option Plan") for employees and other eligible participants. The option price
for all incentive stock options is the fair market value of the Company's common
stock on the date of grant, except for employees owning more than 10% of the
outstanding common stock of the Company. The option price for employees owning
more than 10% of the outstanding common stock of the Company may be no less than
110% of the fair market value of the shares on the date of the option grant. The
stock options vest over a period of four years and have a term of ten years. The
number of options to be granted and option prices are determined by the
Compensation Committee of the Board of Directors in accordance with the terms of
the Stock Option Plan. The Company has reserved 1,670,808 shares of authorized
common stock for issuance under this plan. As of December 31, 2001 the Company
had 412,414 shares available for grant.

Activity in the Stock Option Plan is as follows:

<TABLE>
<CAPTION>
                                                             Shares Under      Weighted Average
                                                                Option         Exercise Prices
                                                           ---------------     ---------------

<S>                                                        <C>                 <C>
        Outstanding at January 1, 1999                             643,599          $  6.74
           Granted                                                 352,700          $  9.90
           Exercised                                               (24,290)         $  4.90
           Canceled                                                (38,785)         $ 11.85
                                                           ---------------
        Outstanding at December 31, 1999                           933,224          $  7.77
                                                           ===============
        Exercisable at December 31, 1999
           through 2009                                            574,998          $  5.85
                                                           ===============

        Outstanding at January 1, 2000                             933,224          $  7.77
           Granted                                                   5,542          $  6.58
           Exercised                                               (22,483)         $  2.42
           Canceled                                                (41,422)         $ 10.34
                                                           ---------------
        Outstanding at December 31, 2000                           874,861          $  7.78
                                                           ===============
        Exercisable at December 31, 2000
           through 2010                                            813,946          $  6.52
                                                           ===============

        Outstanding at January 1, 2001                             874,861          $  7.78
           Granted                                                 336,732          $  3.30
           Exercised                                               (39,920)         $  2.91
           Canceled                                               (178,407)         $  8.49
                                                           ---------------
        Outstanding at December 31, 2001                           993,266          $  6.38
                                                           ===============
        Exercisable at December 31, 2001
           through 2011                                            634,143          $  6.87
                                                           ===============
</TABLE>



                                      F-14
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The following table summarizes information about stock options outstanding under
the Stock Option Plan at December 31, 2001.

<TABLE>
<CAPTION>
                                 Weighted         Weighted                     Weighted
Range of            Number        Average          Average        Number        Average
Exercise Prices  Outstanding  Remaining Life   Exercise Price  Exercisable  Exercise Price
---------------  -----------  --------------   --------------  -----------  --------------
<S>                <C>          <C>                 <C>          <C>             <C>
$3.00-6.50         712,646      6.87 years          $ 3.81       445,536         $ 4.01
$9.13-11.25        163,620      6.86 years          $11.10       110,452         $11.02
$15.00-19.50       117,000      6.51 years          $16.03        86,975         $16.06
</TABLE>

The Company provides a stock option plan for its directors (the "Director Plan")
for the granting of options to non-employee members of the Company's Board of
Directors to purchase shares of the Company's common stock. The Company has
reserved 180,000 shares of authorized common stock for the issuance under this
plan. The option price under the Director Plan shall not be less than the fair
market value of such share of common stock on the date of grant. Under the
Director Plan, options issued vest over a three year period and are exercisable
at such times as determined by the Company but no later than 15 years after the
date of the grant.

Under the Director Plan options to purchase 18,000 shares at the exercise price
of $4.38, 28,000 shares at exercise prices ranging between $7.25 and $8.06 and
18,000 shares at the exercise price of $16.50 were issued during 2001, 2000 and
1999, respectively. These options expire 10 years from the date of grant;
however, upon termination of board membership of any director, the options will
expire 12 months after the termination date, but no later than the expiration
date. During the year ended December 31, 1999 24,400 options were exercised
under the Director Plan. No options were exercised under the Director Plan
during 2001 or 2000. Non-employee directors are also eligible for additional
grants of 3,000 shares per year provided they continue to serve the Company in
that capacity. Such future grants would become exercisable over a three-year
period.

The following table summarizes information about stock options outstanding under
the Director Plan at December 31, 2001:

<TABLE>
<CAPTION>
                                  Weighted        Weighted                     Weighted
Range of           Number          Average         Average        Number        Average
Exercise Prices  Outstanding   Remaining Life  Exercise Price  Exercisable  Exercise Price
---------------  -----------   --------------  --------------  -----------  --------------
<S>                 <C>          <C>                <C>          <C>             <C>
$3.54-8.06          84,000       11.53 years        $ 5.13        62,667         $ 4.88
$9.38-13.25         40,000       10.48 years        $11.11        40,000         $11.11
$16.50-19.38        28,000       11.78 years        $17.53        22,006         $17.81
</TABLE>


                                      F-15
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


If the Company had elected to recognize compensation cost at the grant date,
based on the fair value of the options granted, in 2001, 2000 and 1999, as
prescribed by SFAS 123, the Company's net income (loss) and earnings (loss) per
share for the years ended December 31, 2001, 2000 and 1999 would approximate the
pro forma amounts as indicated below:

<TABLE>
<CAPTION>
                                                                                For the year ended December 31,
                                                                     -------------------------------------------------------
                                                                           2001               2000                1999
                                                                     ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
         Net income (loss) - as reported                             $    (3,773,479)    $     2,056,586     $     1,992,484


         Net income (loss) - pro forma                               $    (3,837,679)    $     2,040,586     $     1,862,484

         Basic EPS - as reported                                     $          (.65)    $           .36     $           .36
         Basic EPS - pro forma                                       $          (.66)    $           .36     $           .34


         Diluted EPS - as reported                                   $          (.65)    $           .35     $           .34
         Diluted EPS - pro forma                                     $          (.66)    $           .34     $           .31
</TABLE>

The fair value of each grant is estimated using the Black-Scholes Options
Pricing Model with the following assumptions: dividend yield of 0% for all
grants, expected volatility of 71% in 2001, 89% in 2000 and 53% for 1999 grants,
risk free interest rates of 4.50% for 2001, 6.55% for 2000 and 6.30% for 1999
grants and expected lives of 5 years for all grants.


8.       Commitments

(a)      Leases

The Company has various non-cancelable operating leases for office space that
expire in 2010. Future minimum payments under operating leases consisted of the
following at December 31, 2001:

                  For the year ending December 31,
                  -------------------------------

                         2002                                         3,115,000
                         2003                                         3,062,000
                         2004                                         2,822,000
                         2005                                         2,929,000
                         2006                                         2,854,000
                         Thereafter                                   7,253,000
                                                                    -----------
                               Total minimum lease payments         $22,035,000
                                                                    ===========

Rent expense under operating leases amounted to approximately $3,414,000,
$2,635,000 and $1,911,000 for the years ended December 31, 2001, 2000 and 1999,
respectively.


                                      F-16
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


(b)      Employment Agreements

The Company has entered into employment agreements with various executives
expiring through December 31, 2002. Future minimum payments, including base
salary and minimum bonuses, related to these agreements, are approximately
$1,598,000 in 2002.

(c)      Advisory Charges

In August 2001 the Company received an unsolicited takeover bid by United
Business Media plc to purchase all of its issued and outstanding common shares.
In connection with this unsolicited offer the Company retained a financial
advisor. The terms of such retention provide that the Company pay the financial
advisor between $2,000,000 and $2,500,000 by August 20, 2002. Through December
31, 2001 $400,000 was charged to operations related to this agreement. As of
December 31, 2001 the unsolicited offer is no longer active.


9.       Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following at
December 31:

<TABLE>
<CAPTION>
                                                                2001                 2000
                                                           ---------------     ---------------

<S>                                                        <C>                 <C>
        Production costs                                   $       856,396     $       520,847
        Salary and related                                         561,550             223,583
        Professional fees                                          453,196              16,250
        Deferred revenue                                           399,199             406,306
        Value added taxes payable                                   95,368             349,503
        Other                                                    1,408,352             638,280
                                                           ---------------     ---------------
                                                           $     3,774,061     $     2,154,769
                                                           ===============     ===============
</TABLE>


10.      Income Taxes:

The provision (benefit) for income taxes consists of the following components:

<TABLE>
<CAPTION>
                                                                                For the Year Ended December 31,
                                                                     -------------------------------------------------------
                                                                           2001                2000             1999
                                                                     ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
         Current:
            Federal                                                  $    (1,558,000)    $     1,380,000     $     1,241,000
            State and local                                                 (116,000)            451,000             400,000
                                                                     ---------------     ---------------     ---------------
                                                                          (1,674,000)          1,831,000           1,641,000
                                                                     ---------------     ---------------     ---------------
         Deferred:
            Federal                                                         (375,000)           (268,000)           (222,000)
            State and local                                                 (525,000)            (88,000)            (72,000)
                                                                     ---------------     ---------------     ---------------
                                                                            (900,000)           (356,000)           (294,000)
                                                                     ---------------     ---------------     ---------------
                                                                     $    (2,574,000)    $     1,475,000     $     1,347,000
                                                                     ===============     ===============     ===============
</TABLE>


                                      F-17
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The difference in income tax expense (benefit) between the amount computed using
the statutory federal income tax rate and the Company's effective tax rate is
due to the following:

<TABLE>
<CAPTION>
                                                                                For the Year Ended December 31,
                                                                     -------------------------------------------------------
                                                                           2001                2000             1999
                                                                     ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
         Income tax expense (benefit) at statutory rate              $    (2,158,000)    $     1,200,880     $     1,135,425
         Increase (decrease) in income taxes resulting
            from:
             Investment income not subject to Federal
                income tax                                                      --               (17,000)            (83,300)
             State and local income taxes, net of Federal
                income tax benefit                                          (423,000)            258,972             258,155
             Non-deductible expenses and other                                 7,000              32,148              36,720
                                                                     ---------------     ---------------     ---------------
                                                                     $    (2,574,000)    $     1,475,000     $     1,347,000
                                                                     ===============     ===============     ===============
</TABLE>

The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                                              As of December 31,
                                                                     -----------------------------------
                                                                          2001                 2000
                                                                     ---------------     ---------------

<S>                                                                  <C>                 <C>
         Allowance for doubtful accounts                             $       199,000     $       199,000
         Depreciation and amortization of
            property and equipment                                            63,000              42,000
         Amortization of intangibles                                       1,237,000             958,000
         Net operating loss carry forwards                                   400,000                --
         Capital loss carryforward                                           200,000                --
                                                                     ---------------     ---------------
                                                                     $     2,099,000     $     1,199,000
                                                                     ===============     ===============
</TABLE>

The Company has a capital loss carryforward of approximately $500,000, expiring
in 2006, that can be used to offset future capital gains. The company also has
net operating loss carryforwards for state and local tax purposes of
approximately $6 million. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers
projected future taxable income and tax planning strategies in making this
assessment. Based on the historical taxable income and projections for future
taxable income over the periods that the deferred tax assets are deductible,
management believes it is more likely than not that the Company will realize the
deferred tax assets.



                                      F-18
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


11.      Segment Information

Management considers all of the Company's products and services to be included
as a single operating segment, therefore, the disclosure requirements of SFAS
131 consist only of segment information by geographic location.

A summary of the Company's operations by major geographic location are as
follows for the years ended December 31,

<TABLE>
<CAPTION>
                                      2001                                2000                                1999
                        ---------------------------------   ---------------------------------   ---------------------------------
                               US                UK                US                UK                US                UK
                        ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
<S>                     <C>               <C>               <C>               <C>               <C>               <C>
Revenues:
  External clients      $    40,397,000   $     8,023,000   $    48,252,000   $     8,222,000   $    38,226,000   $     6,388,000
  Inter-segment                 330,000           636,000           142,000           626,000           215,000           750,000
                        ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
    Total revenues      $    40,727,000   $     8,659,000   $    48,394,000   $     8,848,000   $    38,441,000   $     7,138,000
                        ===============   ===============   ===============   ===============   ===============   ===============

Total assets            $    38,243,000   $     2,570,000   $    36,155,000   $     5,873,000   $    32,152,000   $     4,830,000
                        ===============   ===============   ===============   ===============   ===============   ===============
</TABLE>

12.      Supplemental Cash Flow Information:

Cash paid for interest and income taxes during the years ended December 31,
2001, 2000 and 1999 was as follows:

<TABLE>
<CAPTION>
                                                                           2001                2000               1999
                                                                     ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
Interest                                                             $       273,000     $        47,000     $        50,000
                                                                     ===============     ===============     ===============

Income Taxes                                                         $     1,378,000     $       979,000     $     2,376,000
                                                                     ===============     ===============     ===============
</TABLE>

Non-cash investing and financing activities for the years ended December 31,
2001, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>
                                                                           2001                2000                1999
                                                                     ---------------     ---------------     ---------------

<S>                                                                  <C>                 <C>                 <C>
Common stock issued in connection with
   acquisitions                                                      $       150,000     $       531,000     $     1,106,000
                                                                     ===============     ===============     ===============

Accrued stock-based compensation
   related to acquisition                                            $          --       $          --       $       328,000
                                                                     ===============     ===============     ===============

Accrued earn-out provision                                           $       208,000     $        61,000     $          --
                                                                     ===============     ===============     ===============
</TABLE>


                                      F-19
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


13.      401(k) Plan:

The Company maintains a qualified 401(k) plan (the "Plan") covering all eligible
employees. Eligible employees may make elective salary reduction contributions
to the Plan of up to 15% of their annual compensation, subject to a dollar limit
established by law. In addition, the Company may provide, in its discretion, a
matching contribution equal to a percentage of the employee's contribution.
Participants are fully vested at all times in the amounts they contribute to the
Plan. Only participants who have completed a year of service during the Plan
year and are actively employed on the last day of such year are vested in the
Company's matching contributions for such year. The Company's matching
contributions amounted to approximately $128,000, $136,000 and $93,000 in 2001,
2000 and 1999, respectively.


14.      Allowance for Doubtful Accounts:

<TABLE>
<CAPTION>
                                                                2001                2000
                                                           ---------------     ---------------

<S>                                                        <C>                 <C>
        Balance at beginning of year                       $       467,492     $       310,622
        Direct write-offs                                         (279,267)               --
        Additional charges to costs and expenses                   168,015             156,870
                                                           ---------------     ---------------
        Balance at the end of year                         $       356,240     $       467,492
                                                           ===============     ===============
</TABLE>


15.      Quarterly Results of Operations (Unaudited):

<TABLE>
<CAPTION>
                                                                     (In thousands of dollars, except per share data)

                                                                                 For the Quarter Ended
                                                        ---------------------------------------------------------------------------
                                                           March 31,           June 30,          September 30,        December 31,
                                                             2001                2001                2001                 2001
                                                        ---------------     ---------------     ---------------     ---------------

<S>                                                     <C>                 <C>                 <C>                 <C>
        Revenues                                        $        13,348     $        13,490     $        10,402     $        11,180
        Gross profit                                              8,513               8,845               6,423               6,941
        Operating income (loss)                                  (1,629)                 63              (2,907)             (1,743)
        Net income (loss)                                          (955)                 20              (1,770)             (1,068)
        Basic earnings (loss) per share                           (0.17)               --                 (0.30)              (0.18)
        Diluted earnings (loss) per share                         (0.17)               --                 (0.30)              (0.18)

<CAPTION>
                                                                                 For the Quarter Ended
                                                        ---------------------------------------------------------------------------
                                                           March 31,           June 30,          September 30,        December 31,
                                                             2000                2000                2000                 2000
                                                        ---------------     ---------------     ---------------     ---------------

<S>                                                     <C>                 <C>                 <C>                 <C>
        Revenues                                        $        13,417     $        15,147     $        13,782     $        14,128
        Gross profit                                              8,711               9,547               8,956               9,044
        Operating income                                            772               1,379                 879                 423
        Net income                                                  467                 812                 535                 243
        Basic earnings per share                                   0.08                0.14                0.09                0.04
        Diluted earnings per share                                 0.08                0.14                0.09                0.04
</TABLE>


                                      F-20
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


16.      Restructuring Charges:

In March 2001 the Company combined its U.S. and international broadcast services
into a Global Broadcast Services unit. The corporate reorganization is designed
to accelerate the growth of its broadcast services business. The Company
incurred a charge of $420,000 as a result of the restructuring. Additionally in
September 2001 the Company reduced its staff in the UK and US incurring a
restructuring charge of $214,000. The total charges aggregating $634,000
included severance and related payments to terminated employees of approximately
$430,000. Through December 31, 2001 approximately $524,000 of the total
restructuring charges have been paid and the remaining balance of approximately
$110,000 is included in accrued expenses.





                                      F-21
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.


                                    PART III

         The information contained in Part III is incorporated by reference from
         the Company's definitive proxy statement for its annual meeting of
         Stockholders to be held on June 6, 2002.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

                                                                            Page
(a)      1. FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF MEDIALINK
WORLDWIDE INCORPORATED AND SUBSIDIARIES

Independent Auditors' Report                                                F-1

Consolidated Balance Sheets as of December 31, 2001 and
December 31, 2000                                                           F-2

Consolidated Statements of Operations for the Years Ended December 31,
2001, December 31, 2000 and December 31, 1999                               F-3

Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2001, December 31, 2000 and December 31, 1999                  F-4

Consolidated Statements of Cash Flows for the Years Ended December 31,
2001, December 31, 2000 and December 31, 1999                               F-5

Notes to Consolidated Financial Statements for the Years Ended
December 31, 2001, December 31, 2000 and December 31, 1999                  F-6


         2. All schedules have been omitted because they are not applicable or
the required information is included in the financial statements or notes
thereto.

(c)      Reports on Form 8-K were filed with the Securities and Exchange
         Commission on August 20, 2001 and December 17, 2001.



                                      20
<PAGE>


(c)      EXHIBITS

<TABLE>
<CAPTION>
    Exhibit                                                                                                 Foot
    Number                                            Description                                          notes
    ------                                            -----------                                          -----
<S>              <C>                                                                                      <C>
3.1              Amended and Restated Certificate of Incorporation of Medialink Worldwide Incorporated      (1)

3.2              Amended and Restated By-Laws of the Medialink Worldwide Incorporated                       (2)

4.1              Preferred Stock Rights Agreement, dated as of August 16, 2001 between Medialink
                 Worldwide Incorporated and Mellon Investor Service, LLC, including the Certificate
                 of Designation, the form of Rights Certificate and the Summary of Rights attached
                 thereto as Exhibits A, B and C, respectively                                               (3)

*10.1            Amended and restated employment Agreement, dated as of August 28, 2001, by and
                 between Medialink Worldwide Incorporated and Laurence Moskowitz

*10.2            Amended and restated employment Agreement, dated as of August 28, 2001, by and
                 between Medialink Worldwide Incorporated and J. Graeme McWhirter

10.3             Employment Agreement, dated as of January 1, 1999, by and between Medialink Worldwide
                 Incorporated and David Davis

10.4             Employment Agreement, dated as of November 18, 1996, by and between Medialink
                 Worldwide Incorporated and Nicholas F. Peters                                              (5)

10.5             Employment Agreement, dated as of June 16, 1997, by and between Medialink Worldwide
                 Incorporated and Richard Frisch                                                            (6)

10.6             Non-Compete Agreement, dated as of June 16, 1997, by and between Medialink Worldwide
                 Incorporated, Corporate TV Group, Inc. and Richard Frisch                                  (7)

10.7             Indenture of Lease                                                                         (8)

10.8             Asset Purchase Agreement, dated as of June 16, 1997, by and among Medialink Worldwide
                 Incorporated, Corporate TV Group, Inc. and Richard Frisch
                                                                                                            (9)
10.9             Registration Rights Agreement, made as of June 16, 1997, by and between Medialink
                 Worldwide Incorporated and Richard Frisch                                                  (10)

10.10            Lease, dated July 18, 1996, between Oakwood Avenue Partners and Medialink PR Data
                 Corporation                                                                                (11)

10.11            Lease, dated September 21, 1994, between Clemons Properties Partners and Video
                 Broadcasting Corporation                                                                   (12)

10.12            First Lease Modification Agreement, dated March 4, 1996, between Clemons Properties
                 Partners and Video Broadcasting Corporation                                                (13)

10.13            Second Lease Modification Agreement, dated March 4, 1996, between Clemons Properties
                 Partners and Video Broadcasting Corporation                                                (14)

10.14            Third Lease Modification Agreement, dated May, 1996, between Clemons Properties
                 Partners and Video Broadcasting Corporation                                                (15)
</TABLE>

                                       21
<PAGE>

<TABLE>
<S>              <C>                                                                                      <C>
10.15            Lease, dated October 1, 1990, between 1401 New York Avenue, Inc. and Video
                 Broadcasting Corporation                                                                   (16)

10.16            First Amendment of Lease, dated March 25, 1996, between 1401 New York Avenue, Inc.
                 and Video Broadcasting Corporation                                                         (17)

10.17            Office Lease, dated June 7, 1989, between Teachers' Retirement System of the State of
                 Illinois and Video Broadcasting Corporation                                                (18)

10.18            First Amendment to Lease, dated June 1, 1994, between Teachers' Retirement System of
                 the State of Illinois and Video Broadcasting Corporation                                   (19)

10.19            Second Amendment to Lease, made as of the 19th day of November, 1996, by and between
                 Teachers' Retirement System of the State of Illinois and the Company                       (20)

10.20            Lease Agreement, dated November 14, 1994, between City & Corporate Counsel Limited
                 and Video Broadcasting Corporation Inc.                                                    (21)

10.21            Underlease, dated February 9, 1995, between City & Corporate Counsel Limited and
                 Video Broadcasting Corporation Inc.                                                        (22)

10.22            Amended and Restated AP Express Agreement, dated November 1, 1992, between Press
                 Association, Inc. and Video Broadcasting Corporation.  Portions of Exhibit 10.33 have
                 been omitted and filed separately with the Commission                                      (23)

10.23            Addendum, dated February 21, 1996, to the AP Express Agreement, between Press
                 Association, Inc. and Video Broadcasting Corporation.  Portions of Exhibit 10.34 have
                 been omitted and filed separately with the Commission                                      (24)

10.24            Amendment, dated November 18, 1996, to the Amended and Restated AP Express Agreement       (25)

10.25            Medialink Worldwide Incorporated 401(k) Tax Deferred Savings Plan                          (26)

10.26            Amended and Restated Stock Option Plan and form of Stock Option Agreement                  (27)

10.27            Medialink Worldwide Incorporated 1996 Directors Stock Option Plan and form of 1996
                 Directors Stock Option Agreement                                                           (28)

10.28            Form of Indemnification Agreement                                                          (29)

10.29            Share Purchase Agreement by and among Medialink Worldwide Incorporated and the
                 Shareholders of Tempest T.V. Limited                                                       (30)

10.30            Deed of Covenant by and between Medialink Worldwide Incorporated and Stuart Maister        (31)

10.31            Deed of Covenant by and between Medialink Worldwide Incorporated and Alan M. Greenberg     (32)

10.32            Executive Service Agreement by and between Medialink Worldwide Incorporated and
                 Stuart Maister                                                                             (33)

10.33            Deed of Tax Covenant by and between Medialink Worldwide Incorporated and the
                 Shareholders of Tempest T.V. Limited                                                       (34)

21.              Subsidiaries of Medialink Worldwide Incorporated

23.              Consent of KPMG LLP
</TABLE>

                                       22
<PAGE>

<TABLE>
<S>              <C>                                                                                      <C>
27.              Financial Data Schedule
</TABLE>

-----------------------

(1)      Filed as Exhibit 2.5 to Medialink Worldwide Incorporated Form 8-A,
         filed on January 16, 1997 (Registration No. 000-21989) and incorporated
         herein by reference.

(2)      Filed as Exhibit 10.2 to Medialink Worldwide Incorporated Amendment No.
         2 to the Registration Statement on Form S-1 (Registration No.
         333-14119) dated November 20, 1996 and incorporated herein by
         reference.

(3)      Filed as Exhibit 4.1 to Medialink Worldwide Incorporated Report on Form
         8-A dated August 16, 2001 and incorporated herein by reference.

(4)      Filed as Exhibit 10.3 to Medialink Worldwide Incorporated Pre-Effective
         Amendment No. 2 to the Registration Statement on Form S-1 (Registration
         No. 333-14119) dated November 20, 1996 and incorporated herein by
         reference.

(5)      Filed as Exhibit 10.5 to Medialink Worldwide Incorporated Pre-Effective
         Amendment No. 2 to the Registration Statement on Form S-1 (Registration
         No. 333-14119) dated November 20, 1996 and incorporated herein by
         reference.

(6)      Filed as Exhibit 28.1 to Medialink Worldwide Incorporated Current
         Report on Form 8-K dated July 1, 1997 and incorporated herein by
         reference.

(7)      Filed as Exhibit 28.2 to Medialink Worldwide Incorporated Current
         Report on Form 8-K dated July 1, 1997 and incorporated herein by
         reference.

(8)      Filed as Exhibit 28.3 to Medialink Worldwide Incorporated Current
         Report on Form 8-K dated July 1, 1997 and incorporated herein by
         reference.

(9)      Filed as Exhibit 2.1 to Medialink Worldwide Incorporated Current Report
         on Form 8-K dated July 1, 1997 and incorporated herein by reference.

(10)     Filed as Exhibit 28.4 to Medialink Worldwide Incorporated Current
         Report on Form 8-K dated July 1, 1997 and incorporated herein by
         reference.

(11)     Filed as Exhibit 10.10 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(12)     Filed as Exhibit 10.11 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(13)     Filed as Exhibit 10.12 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(14)     Filed as Exhibit 10.13 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(15)     Filed as Exhibit 10.14 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(16)     Filed as Exhibit 10.16 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(17)     Filed as Exhibit 10.17 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(18)     Filed as Exhibit 10.19 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(19)     Filed as Exhibit 10.20 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.


                                       23
<PAGE>

(20)     Filed as Exhibit 10.39 to Medialink Worldwide Incorporated
         Pre-Effective Amendment No. 3 to the Registration Statement on Form S-1
         (No. 333-14119) dated January 7, 1997, and incorporated herein by
         reference.

(21)     Filed as Exhibit 10.23 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(22)     Filed as Exhibit 10.24 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(23)     Filed as Exhibit 10.28 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(24)     Filed as Exhibit 10.29 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(25)     Filed as Exhibit 10.29 to Medialink Worldwide Incorporated
         Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1
         (No. 333-14119) dated November 20, 1996 and incorporated herein by
         reference.

(26)     Filed as Exhibit 10.33 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(27)     Filed as Exhibit 10.34 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(28)     Filed as Exhibit 10.35 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(29)     Filed as Exhibit 10.36 to Medialink Worldwide Incorporated Registration
         Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
         incorporated herein by reference.

(30)     Filed as Exhibit 2.1 to Medialink Worldwide Incorporated Current Report
         on Form 8-K dated July 8, 1998 and incorporated herein by reference.

(31)     Filed as Exhibit 28.1 to Medialink Worldwide Incorporated Current
         Report on Form 8-K dated July 8, 1998 and incorporated herein by
         reference.

(32)     Filed as Exhibit 28.2 to Medialink Worldwide Incorporated Current
         Report on Form 8-K dated July 8, 1998 and incorporated herein by
         reference.

(33)     Filed as Exhibit 28.3 to Medialink Worldwide Incorporated Current
         Report on Form 8-K dated July 8, 1998 and incorporated herein by
         reference.

(34)     Filed as Exhibit 28.4 to Medialink Worldwide Incorporated Current
         Report on Form 8-K dated July 8, 1998 and incorporated herein by
         reference.




                                       24
<PAGE>



       SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


MEDIALINK WORLDWIDE INCORPORATED

By:     /s/ Laurence Moskowitz
------------------------------------
Laurence Moskowitz,
Chairman of the Board, Chief Executive Officer and President

By:     /s/ J. Graeme McWhirter
------------------------------------
J. Graeme McWhirter
Executive Vice President, Secretary and Chief Financial Officer
Dated:  March 28, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


/s/ Laurence Moskowitz                                 March 28,2002
--------------------------------------
 Laurence Moskowitz, Chairman
 of the Board, Chief Executive Officer and President

 /s/ Harold Finelt                                     March 28,2002
--------------------------------------
 Harold Finelt, Director

 /s/ Donald Kimelman                                   March 28,2002
--------------------------------------
 Donald Kimelman, Director

 /s/ James J. O'Neill                                  March 28,2002
--------------------------------------
 James J. O'Neill, Director

 /s/ Theodore Wm. Tashlik                              March 28,2002
--------------------------------------
 Theodore Wm. Tashlik, Director

 /s/ Paul Sagan                                        March 28,2002
--------------------------------------
 Paul Sagan, Director

 /s/ J. Graeme McWhirter                               March 28,2002
--------------------------------------
 J. Graeme McWhirter, Director
 Executive Vice President, Secretary and
 Chief Financial Officer

 /s/ Alain Schibl                                      March 28,2002
--------------------------------------
 Alain Schibl, Director