Exhibit
      10.1





**AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT** (the
      “Agreement”), dated as of December 31, 2005, by and between MEDIALINK WORLDWIDE
      INCORPORATED, a Delaware corporation with offices at 708 Third Avenue, New
      York, New York 10017 (the “Corporation”), and LAURENCE MOSKOWITZ, an individual
      residing at 21 Hawkwood Lane, Greenwich, Connecticut 06830 (the
“Executive”).




***W
      I T N E S S E T H*** *:*





**WHEREAS** ,
      the
      Corporation desires to continue the services of Executive upon the terms and
      conditions hereinafter set forth; and





**WHEREAS** ,
      Executive desires to render services to the Corporation upon the terms and
      conditions hereinafter set forth.





**NOW,
      THEREFORE** ,
      the
      parties mutually agree as follows:





Section
      1.  Employment .
      The
      Corporation hereby employs Executive and Executive on the Effective Date (as
      hereinafter defined) accepts such employment, as an executive of the Corporation, subject to the terms and
      conditions set forth in this Agreement.





Section
      2.  Duties .
      Executive shall be employed as Chairman, President and Chief Executive Officer
      of the Corporation and may be elected to such other offices of the Corporation
      as the Board of Directors of the Corporation (the “Board”) shall determine. For
      so long as Executive shall be employed by the Corporation, he shall be nominated
      to the Board. Executive shall perform such duties that are consistent with
      his
      position as Chairman, President and Chief Executive as may be assigned to him
      from time to time by the Board. If requested by the Corporation, Executive
      shall
      serve on any committee of the Board without additional compensation. During
      the
      Term, Executive shall devote all of his available business time to the
      performance of his duties hereunder unless otherwise authorized by the Board.
      Executive’s duties shall be performed in the New York Metropolitan area which
      shall include Long Island, New York City, Westchester County, northern New
      Jersey and southwestern Connecticut (“New York Metropolitan Area”). The
      Corporation cannot require Executive to relocate beyond the New York
      Metropolitan Area.





Section
      3.  Term
      of Employment .
      The
      term of Executive’s employment shall continue as of the date hereof (the
“Effective Date”) and shall be automatically renewed each December 31
      unless either party gives the other party written notice of termination at
      least
      one-hundred and eighty (180) days prior to the end of the calendar year or
      unless earlier terminated in accordance with the provisions hereof (the
“Term”).





Section
      4.  Compensation
      of Executive .








4.1.  Compensation .
      The
      Corporation shall pay to Executive as annual compensation for his services
      hereunder a base salary (“Salary”) in an amount equal to Four Hundred and
      Twenty-Seven Thousand and 00/100 ($427,000.00) Dollars. The Salary shall be
      reviewed every January 1st for merit increases, but shall, in any event, be
      increased each January 1st by at least the percentage increase, if any, in
      the
      Consumer Price Index, as defined herein, for the most recent calendar month
      for
      which the Consumer Price Index has been published over the Consumer Price Index
      for the same calendar month in the immediately preceding year. As used herein,
      the “Consumer Price Index” shall mean the Consumer Price Index for All Urban
      Consumers, New York - Northeastern New Jersey area (1982-84=100) issued by
      the
      Bureau of Labor Statistics of the United States Department of Labor; provided
      that in the event the Consumer Price Index shall hereafter be converted to
      a
      different standard reference base or otherwise revised, the determination of
      the
      salary increase shall be made with the use of such conversion factor, formula
      or
      table for converting the Consumer Price Index as may be published by the Bureau
      of Labor Statistics. The Salary shall be payable bi-weekly less such deductions
      as shall be required to be withheld by applicable law and regulations. Executive
      shall participate in the Corporation’s Bonus Plan. Such Bonus shall be
      determined by the Corporation’s Compensation Committee. Notwithstanding the
      foregoing, the minimum annual Bonus shall be 30% of Executive’s Salary;
      provided, however, that Executive shall only be entitled to receive such Bonus
      in the event the Corporation attains the annual goals set by the Compensation
      Committee. The goals set by the Compensation Committee shall be consistent
      with
      the goals set by the Compensation Committee in prior years and shall be
      communicated to Executive in writing.





4.2.  Deferral
      of Compensation .
      Notwithstanding anything to the contrary provided in this Agreement, Executive
      may elect, at his sole option and discretion, to defer the payment of any
      portion of his Salary or bonus (the “Deferral Option”). The following provisions
      shall apply with respect to the Deferral Option:





(a)  If
      Executive wishes to defer a portion of his compensation for any calendar year
      during the Term, Executive shall give written notice thereof to the Corporation
      not later than fifteen (15) days prior to the commencement of such year (the
      “Deferral Notice”). If pursuant to a Deferral Notice, Executive exercises the
      Deferral Option for any year during the Term, the deferred amount will not
      be
      paid to Executive in accordance with the provisions of Section 4.1, but, as
      of the date on which such payment would otherwise have been made under
      Section 4.1, the amount thereof will be deemed contributed to and to be and
      become a part of the Deferred Compensation Account, as hereinafter defined,
      and
      all of the relevant provisions of this Section 4.2 shall apply with respect
      thereto.





(b)  The
      Corporation shall establish a “Deferred Compensation Account” for the benefit of
      Executive. During the Term, the Corporation shall deposit Executive’s deferred
      compensation in the Deferred Compensation Account, which shall be in the form
      of
      a money market account, certificate of deposit or similar instrument, stocks,
      whether common, preferred or otherwise, bonds and other securities or mutual
      funds (collectively, “Investment Funds”), pursuant to the Deferral Notice and as
      directed by Executive.





(c)  All
      interest, dividends, gains, losses and other additions or returns thereon shall
      be credited to Executive’s Deferred Compensation Account. In the event a
      separate Investment Fund is not maintained for the accrued amount in the
      Deferred Compensation Account, then interest on such amount shall be credited
      at
      the end of each calendar quarter at a rate equal to the prime rate, as
      determined from time to time.








(d)  The
      amount of the Deferred Compensation Account shall be paid to Executive upon
      his
      reaching the earlier of age of sixty-five (65) or the Corporation’s normal
      retirement age, if any, if Executive’s employment with the Corporation has
      terminated. Upon such event, five (5%) percent of the then value of the Deferred
      Compensation Account shall be paid to Executive each quarter until Executive
      has
      received all of the value of such Account. In the event of a Change of Control,
      as hereinafter defined, the entire value of the Deferred Compensation Account
      shall be immediately paid to Executive.





(e)  Executive’s
      exercise of, or failure to exercise, his rights under this Section 4.2 for
      any
      calendar year, shall not affect Executive’s right to exercise his rights with
      respect to any other calendar year.





(f)  It
      is the
      intention of the parties that all Deferred Compensation hereunder shall
      constitute an unfunded arrangement for purposes of Title I of the Employee
      Retirement Income Security Act of 1974 and all rights created pursuant to this
      Agreement with respect to the Deferred Compensation shall be an unsecured
      contractual right of Executive, his estate and his beneficiaries against the
      Corporation. Executive acknowledges that any assets the Corporation invests
      are
      intended to provide the Corporation with a source of funds to assist it in
      meeting its liabilities under this Agreement and that the assets in the separate
      funds are subject to the claims of the Corporation’s general creditors under
      Federal and state law in the event of insolvency.





4.3.  Expenses .
      The
      Corporation shall pay or reimburse Executive for all reasonable and necessary
      business, travel or other expenses incurred by him in the course of his duties
      with the prior consent of the Corporation, upon proper documentation thereof.





4.4.  Benefits .
      During
      the Term, Executive shall be entitled to participate in such pension, profit
      sharing, group insurance, stock option, hospitalization, and group health
      benefit plans and all other plans and benefits as the Corporation provides
      to
      its Executives. Executive shall be entitled to four weeks of paid vacation
      per
      year. In addition, the Corporation shall provide Executive an automobile
      allowance of Seven Hundred ($700) Dollars per month during the Term.





4.5.  Relocation .
      In the
      event Executive is asked to relocate outside the New York Metropolitan Area,
      as
      such term is defined in Section 2, the Corporation will negotiate an appropriate
      relocation package for Executive. Nothing contained herein shall require
      Executive to agree to such relocation.





4.6.  Discretionary
      Payments .
      Nothing
      herein shall preclude the Corporation from paying Executive such additional
      bonuses or other compensation, as the Board, in its discretion, may authorize
      from time to time.





4.7.  Stock
      Options .
      Upon
      the death or Disability, as hereinafter defined, of Executive or in the event
      Executive is terminated without cause or as a result of a Change in Control,
      as
      hereinafter defined, all stock options granted to Executive, under the
      Corporation’s Amended and Restated Stock Option Plan, including non-vested
      options, shall automatically become vested and immediately
      exercisable.








Section
      5.  Termination .





5.1.  Termination
      of Employment .
      This
      Agreement shall terminate on December 31 of the year in which notice is given
      by
      either party pursuant to Section 3, or upon the death, Disability, termination
      of employment of Executive For Cause, as hereinafter defined, termination of
      the
      employment of Executive without cause or because Executive wrongfully leaves
      his
      employment hereunder (i.e., a voluntary termination by Executive other than
      a
      termination by Executive pursuant to Section 3 or Section 5.6
      hereof).





5.2.  Termination
      For Cause .
      In the
      event of a termination For Cause or because Executive wrongfully leaves his
      employment hereunder, the Corporation shall pay Executive all accrued and unpaid
      Salary and vacation through the date of termination.





5.3.  Termination
      Without Cause .
      In the
      event of a termination without cause or in the event the Corporation gives
      Executive written notice of termination pursuant to Section 3, then for the
      balance of the calendar year in which such notice or termination without cause
      occurs, Executive shall be entitled to continue to participate in the
      hospitalization, group health benefit and disability plans of the Corporation
      on
      the same terms and conditions as immediately prior to his termination and shall
      continue to receive his Salary. The termination of employment due to the failure
      of Executive to relocate shall be deemed a termination without cause. Upon
      a
      termination without cause, the provisions of Section 8 of this Agreement shall
      also apply. In the event the Corporation terminates the employment of Executive
      hereunder without cause, Executive shall be entitled to receive the amounts
      provided in this Section 5.3 regardless of whether Executive obtains, or
      attempts to obtain, subsequent employment and regardless of whether Executive
      receives benefits pursuant to Section 8.





5.4.  Termination
      Upon Death .
      In the
      event of a termination upon the death of Executive, the Corporation shall pay
      to
      any person designated by Executive in writing or, if no such person is
      designated, to his estate, the Salary which would otherwise be payable to
      Executive for eighteen (18) months from the date of death. In addition, the
      Corporation shall pay for eighteen (18) months from the date of death, on behalf
      of Executive’s surviving dependents, the COBRA insurance premiums of such
      dependents. No provisions of this Agreement shall limit any of Executive’s
      rights under any insurance, pensions or other benefit programs of the
      Corporation for which Executive shall be eligible at the time of such
      death.





5.5.  Termination
      Upon Disability .
      In the
      event of a termination upon the Disability of Executive, the Corporation shall
      pay to Executive or any person designated by Executive an amount equal to the
      Disability Payment, as herein defined, for eighteen (18) months from the date
      of
      Disability. The Disability Payment shall be an amount equal to the Salary which
      would otherwise be payable to Executive, less any monies received by Executive
      or any person designated by Executive pursuant to disability income policies
      maintained by the Corporation on behalf of Executive. Upon termination upon
      Disability, the provisions of Section 9 shall apply. In addition, the
      Corporation shall pay for eighteen (18) months from the date of Disability,
      the
      COBRA insurance premiums of Executive and his dependents.








5.6.  Voluntary
      Termination of Employment Agreement Prior to the Expiration of the
      Term .
      In the
      event (i) there is a change of a majority of the members of the Board in
      any three (3) month period; or (ii) the Board imposes two or more changes
      in the senior management team of the Corporation over the objection of the
      remaining senior managers; or (iii) the Board makes a change in the then
      core business of the Corporation over the objection of the senior management
      team; or (iv) the Corporation effects a substantial acquisition,
      disposition or business combination over the objection of senior management;
      or
      (v) the Corporation materially breaches any of the material terms of this
      Agreement, including, without limitation, a reduction of Executive’s Salary,
      then Executive shall have the right to voluntarily terminate this Agreement
      by
      giving written notice (“Notice”) to the Board of his desire to terminate his
      employment. Upon receipt of such Notice, the Board shall appoint one of its
      members to meet with Executive and attempt to reach a resolution of such
      differences. If such differences are not resolved to Executive’s satisfaction
      within thirty (30) days of such Notice (“Irreconcilable Differences”), then
      Executive may send a further notice (the “Termination Notice”) to the Board
      terminating his employment. In such event, Executive’s voluntary termination
      pursuant to this Section 5.6 shall be treated as a “termination without cause”
under Section 5.3, and the provisions of Section 5.3 and Section 8 of this
      Agreement shall apply.





5.7.  Definition
      of “For Cause” .
      As used
      herein, the term “For Cause” shall mean (i) Executive’s indictment, plea or
      conviction in a court of law of any crime or offense involving willful
      misappropriation of money or other property or any other crime involving moral
      turpitude which constitutes a felony, whether or not involving the Corporation;
      (ii) disobedience of a material directive, other than a directive to
      relocate to an office of the Corporation more than thirty (30) miles from the
      office where Executive is employed pursuant to this Agreement, from the Board
      consistent with Executive’s duties hereunder, if such disobedience is not cured
      within 20 days after written notice thereof; (iii) Executive’s habitual
      drunkenness or habitual use of illegal substances, in either case continuing
      after warning; (iv) failure to cooperate with governmental or regulatory
      investigation, concerning the Corporation or Executive; (v) failure to honestly
      provide the certification as required under Sections 302 and 906 of the
      Sarbanes-Oxley Act and regulations promulgated thereunder; or (vi) a material
      breach of his responsibilities under this Agreement, if
      such
      material breach is not cured within 20 days after written notice
      thereof .
      With
      respect to (i) above, in the event of Executive’s indictment, Executive shall
      receive his Salary for the balance of the calendar year in which such indictment
      occurs, unless convicted or he enters a plea of guilty. Any notice required
      to
      be given by the Corporation pursuant to any clause of the definition of For
      Cause shall specify the nature of the conduct allegedly constituting For Cause
      and the manner in which the Corporation requires such conduct to be cured.
      In
      addition, in the event the Corporation terminates Executive’s employment For
      Cause, it must provide Executive with a written notice specifying the reasons
      constituting For Cause.








Section
      6.  Disability .





6.1.  Definition .
      In the
      event Executive is mentally or physically incapable or unable to perform his
      regular and customary duties of employment with the Corporation for a period
      of
      ninety (90) days in any one hundred twenty (120) day period during the Term,
      Executive shall be deemed to be suffering from a “Disability”.





6.2.  Payment
      During Disability .
      In the
      event Executive is unable to perform his duties hereunder by reason of a
      disability, which disability does not constitute a Disability, the Corporation
      shall continue to pay Executive his Salary and benefits during the continuance
      of such disability.





Section
      7.  Vacations
      and Personal Days .
      Executive shall be entitled to vacation and personal days in accordance with
      Corporation policy. Executive’s Salary shall be paid in full during his vacation
      and personal days. Executive shall take his vacation at such time or times
      as
      Executive and the Corporation shall determine is mutually
      convenient.





Section
      8.  Severance
      Payment .




8.1.  In
      the
      event the Corporation gives Executive written notice of termination pursuant
      to
      Section 3 or Executive’s employment is terminated without cause or voluntarily
      (in accordance with Section 5.6) by Executive, Executive shall be offered the
      opportunity to execute a separation and release agreement prepared by, and
      satisfactory to the Corporation. Contingent upon Executive signing and adhering
      to such separation and release agreement, Executive shall receive a severance
      payment (the “Severance Payment”) equal to the sum of (i) 300% of the Salary in
      effect as of Executive’s last day of employment plus (ii) 155% of the amount
      that Executive earned as a Bonus pursuant to Section 4.1 hereof for the
      fiscal year immediately preceding the termination.





8.2.  The
      Severance Payment shall be payable over the four year period commencing on
      the
      date Executive ceases to receive payments pursuant to Section 5.3 hereof
      (hereinafter referred to as the “Severance Period”). The Severance Payment shall
      be payable semi-monthly less such deductions as shall be required to be withheld
      by applicable laws and regulations during the Severance Period as
      follows:





(a)  Thirty-One
      (31%) of the Severance Payment shall be payable in equal installments over
      the
      first 12 months (“Year One”) of the Severance Period;





(b)  Twenty-Six
      (26%) of the Severance Payment shall be payable in equal installments over
      the
      next 12 months (“Year Two”) of the Severance Period;





(c)  Twenty-Three
      (23%) of the Severance Payment shall be payable in equal installments over
      the
      next 12 months (“Year Three”) of the Severance Period; and





(d)  Twenty
      (20%) of the Severance Payment shall be payable in equal installments over
      the
      final 12 months (“Year Four”) of the Severance Period;








8.3.  In
      the
      event Executive receives the Severance Payment in accordance with this Section
      8, Executive shall nevertheless be entitled to receive the payments and benefits
      set forth in Section 5.3 in accordance with the terms thereof and the Severance
      Payment shall not affect his right to such payments and benefits.





Section
      9.  Disability
      Plan .
      In the
      event Executive’s employment is terminated due to Disability, Executive shall be
      entitled to disability payments pursuant to the disability plan contained in
      this Section 9. Such disability payments shall be for a term of four (4)
      years commencing from the January 1 following the termination of employment
      due
      to Executive’s Disability. Executive shall be compensated during such period at
      a rate equal to the Disability Rate, as hereinafter defined. Executive shall
      remain subject to the same terms and conditions contained in Section 12 hereof,
      except that the Restricted Period shall mean a period equal to the four (4)
      year
      disability term plus an additional one (1) year. As used herein, the term
“Disability Rate” shall mean the following: (a) for the first twelve (12) months
      of his disability period, the Disability Rate shall be a rate equal to (i)
      90%
      of the Salary in effect as of Executive’s last day of employment (the “Last
      Salary”) and (ii) one-half of the amount that Executive earned as a Bonus
      pursuant to Section 4.1 hereof for the fiscal year immediately preceding
      the termination (the “Last One-Half Bonus”), and (b) for each twelve (12) months
      thereafter, the Disability Rate shall be determined by multiplying the Last
      Salary and the Last One-Half Bonus by the Applicable Percentage set forth in
      the
      schedule below as follows:





Applicable
                PercentageSecond
                Period
            80%Third
                Period
            70%Fourth
                Period
            60%




The
      Disability Rate shall be payable semi-monthly less such deductions as shall
      be
      required to be withheld by applicable laws and regulations.





Notwithstanding
      anything to the contrary contained herein, the Disability Rate during the
      disability period shall be reduced by any monies received by Executive pursuant
      to disability income policies maintained by the Corporation on behalf of
      Executive.





Section
      10.  Change
      in Control .





10.1.  Payment
      on Change in Control .





(a)  In
      the
      event of a Change in Control, as hereinafter defined, of the Corporation at
      any
      time during the Term, followed by Executive’s employment hereunder being
      terminated for any reason whatsoever by the Corporation, its successor or
      Executive, including voluntary termination by Executive within twenty-four
      (24)
      months of a Change in Control, the Corporation and/or its successor shall be
      obligated to furnish Executive with an office consistent with the office
      provided to Executive immediately prior to such termination at a comparable
      location for a period of one (1) year and to pay to Executive a lump sum in
      an
      amount equal to three (3) times: (i) the Salary to be paid to Executive pursuant
      to Section 4 hereof for the calendar year in which such termination occurs,
      plus
      (ii) the bonus declared payable to Executive for the immediately preceding
      calendar year pursuant to Sections 4.1 and 4.6 hereof, and (iii) the amount
      credited to Deferred Compensation for the immediately preceding calendar year.
      The payment of the above amount shall be made as soon as practicable after
      Executive’s termination of employment, but in no event more than thirty (30)
      days after termination and shall be in addition to any other payments to which
      Executive may be entitled pursuant to Sections 4.7, 5 and 6 hereof. In addition,
      the Corporation shall: (i) continue to allow Executive to participate in the
      hospitalization, group health benefit and disability plans of the Corporation
      for 12 months from the date of Executive’s termination of employment on the same
      terms and conditions as immediately prior to Executive’s termination (or provide
      the equivalent thereof if such plans do not allow such participation); (ii)
      continue to pay to Executive the automobile allowance provided in Section 4.4
      hereof until the end of the automobile lease then in effect (but not for more
      than three (3) years);and (iii) provide appropriate outplacement services the
      cost of which shall not exceed $15,000 as selected by Executive for up to 12
      months from the date of Executive’s termination of employment.








(b)  In
      the
      event it shall be determined that any payment or distribution to or for the
      benefit of Executive (whether paid or payable or distributed or distributable
      pursuant to the terms of this Agreement or otherwise, but determined without
      regard to any additional payments required under this paragraph of Section
      10.1
      (a “Payment”)) is subject to the excise tax imposed by Section 4999 of the
      Internal Revenue Code of 1986, as amended (the “Code”) in connection with a
      Change in Control of the Corporation or any interest or penalties are incurred
      by Executive with respect to such excise tax (such excise tax, together with
      any
      such interest and penalties, are hereinafter collectively referred to as the
      “Excise Tax”), then Executive shall be entitled to receive an additional payment
      (a “Gross-Up Payment”) from the Corporation in an amount such that after payment
      by Executive of all taxes including, without limitation, any income taxes (and
      any interest and penalties imposed with respect thereto) and any Excise Tax
      imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up
      Payment equal to the Excise Tax imposed upon the Payments.





10.2.  Change
      in Control Defined. A
“Change in Control” shall be deemed to occur upon the earliest to occur after
      the date of this Agreement of any of the following events:





(a)  Acquisition
      of Stock by Third Party .
      Any
      Person (as hereinafter defined) is or becomes the Beneficial Owner (as
      hereinafter defined), directly or indirectly, of securities of the Corporation
      representing thirty-three (33%) percent or more of the combined voting power
      of
      the Corporation’s then outstanding securities and such Person has initiated in
      the past or thereafter initiates actions or demonstrates an intent to influence
      or control the business, affairs or management of the Corporation or to cause
      the Corporation to enter into a transaction or a series of transactions with
      such Person or a third party without the prior consent or request of the
      Board;





(b)  Change
      in Board of Directors .
      During
      any period of 12 months, individuals who at the beginning of such period
      constitute the Board, and any new director whose election by the Board or
      nomination for election by the Corporation’s stockholders was approved by a vote
      of at least a majority of the directors then still in office who either were
      directors at the beginning of the period or whose election or nomination for
      election was previously so approved, cease for any reason to constitute at
      least
      a majority of the Board;








(c)  Corporate
      Transactions .
      The
      effective date of a merger or consolidation of the Corporation with any other
      entity, other than a merger or consolidation which would result in the voting
      securities of the Corporation outstanding immediately prior to such merger
      or
      consolidation continuing to represent (either by remaining outstanding or by
      being converted into voting securities of the surviving entity) more than 51%
      of
      the combined voting power of the voting securities of the surviving entity
      outstanding immediately after such merger or consolidation and with the power
      to
      elect at least a majority of the Board or other governing body of such surviving
      entity;





(d)  Liquidation .
      The
      approval by the shareholders of the Corporation of a complete liquidation of
      the
      Corporation or an agreement for the sale or disposition by the Corporation
      of
      all or substantially all of the Corporation’s assets; and





(e)  Other
      Events .
      There
      occurs any other event of a nature that would be required to be reported in
      response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any
      similar item on any similar schedule or form) promulgated under the Exchange
      Act, whether or not the Corporation is then subject to such reporting
      requirement.





(f)  Certain
      Definitions .
      For
      purposes of this Section 10, the following terms shall have the following
      meanings:





a.  “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.





b.  “Person”
      shall have the meaning as set forth in Section 13(d) and 14(d) of the Exchange
      Act; provided, however, that Person shall exclude (i) the Corporation, (ii)
      any
      trustee or other fiduciary holding securities under an employee benefit plan
      of
      the Corporation, and (iii) any corporation owned, directly or indirectly, by
      the
      shareholders of the Corporation in substantially the same proportions as their
      ownership of stock of the Corporation.





c.  “Beneficial
      Owner” shall have the meaning given to such term in Rule 13d-3 under the
      Exchange Act: provided, however, that Beneficial Owner shall exclude any Person
      otherwise becoming a Beneficial Owner by reason of the shareholders of the
      Corporation approving a merger of the Corporation with another
      entity.





10.3.  Coordination
      with Section 8 .
      Notwithstanding anything to the contrary contained herein, the parties agree
      that in the event there is a Change in Control and Executive receives payments
      as provided in Section 10.1 hereof, then Executive shall not receive the
      Severance Payment pursuant to the provisions of Section 8 hereof.








Section
      11.  Disclosure
      of Confidential Information .





11.1.  Principal
      Business .
      Executive hereby acknowledges that the principal business of the Corporation
      is
      providing video and audio production and satellite and other distribution
      services to television and radio stations and Internet sites for corporations
      and other organizations seeking to communicate their news to the public;
      corporation communications consultation and production primarily employing
      audio
      and video capabilities; distribution of public relations text, audio and video
      to news media and the general public via satellite, streaming media, cassette,
      wire or other means; distribution of press releases by the Internet, mail and
      facsimile; the maintenance of databases of media contacts for and on behalf
      of
      clients; providing closed-captioned text and associated streaming video clips;
      electronic tracking of watermark embedded materials that are distributed or
      broadcast for the purpose of reporting such broadcast or distribution; and
      such
      other businesses as the Corporation may conduct from time to time (the
“Business”). Executive acknowledges that he has and will be acquiring
      confidential information concerning the Corporation and the Business and that,
      among other things, his knowledge of the Business will be enhanced through
      his
      employment by the Corporation. Executive acknowledges that such information
      is
      of great value to the Corporation, is the sole property of the Corporation,
      and
      has been and will be acquired by him in confidence. In consideration of the
      obligations undertaken by the Corporation herein, Executive will not, at any
      time, during or after the Term, reveal, divulge or make known to any person,
      any
      information which is treated as confidential by the Corporation and not
      otherwise in the public domain or previously known to him. Executive agrees
      that
      all materials or copies thereof containing confidential information of the
      Corporation in Executive’s custody or possession will not, at any time, be
      removed from the Corporation’s premises without prior written consent of an
      executive officer of the Corporation (except as reasonably necessary in the
      discharge of Executive’s duties hereunder) and shall be delivered to the
      Corporation upon the earlier of (i) a request by the Corporation or (ii) the
      termination of Executive’s employment with the Corporation. After such delivery,
      Executive shall not retain any such materials or copies thereof.





11.2.  Developments .





(a)  Executive
      agrees to make full and prompt disclosure to the Corporation of all inventions,
      improvements, discoveries, methods, developments, computer software (and
      programs and code) and works of authorship, whether or not patentable or
      copyrightable, which were or are created, made, conceived or reduced to practice
      by Executive or under Executive’s direction or jointly with others during
      Executive’s employment by the Corporation or during Executive’s provision of
      services as a consultant to the Corporation, whether or not during normal
      working hours or on the premises of the Corporation (all of which are
      collectively referred to in this Agreement as “Developments”).





(b)  Executive
      also agrees to assign and, by executing this Agreement, Executive does hereby
      assign, to the Corporation (or to any person or entity designated by the
      Corporation) all of Executive’s rights, titles and interests, if any, in and to
      all Developments and all related patents, patent applications, copyrights and
      copyright applications. However, this Section 11(c) shall not apply to
      Developments (i) which do not relate to the present or planned business or
      research and development of the Corporation and (ii) which are made and
      conceived by Executive: (A) at a time other than during normal working
      hours, (B) not on the Corporation’s premises and (C) not using the
      Corporation’s tools, devices, equipment or proprietary information. Executive
      understands that to the extent that the terms of this Agreement shall be
      construed in accordance with the laws of any state which precludes a requirement
      in an employee’s agreement to assign certain classes of inventions made by an
      employee, this Section shall be interpreted not to apply to any invention which
      a court rules and/or the Corporation agrees falls within such class or classes.
      Executive also agrees to waive all claims to moral and/or equitable rights
      in
      any Developments.








(c)  Executive
      agrees to cooperate fully with the Corporation, both during and after
      Executive’s employment with the Corporation, with respect to the procurement,
      maintenance and enforcement of copyrights, patents and other intellectual
      property rights (both in the United States and foreign countries) relating
      to
      Developments. Executive agrees that he will sign all papers, including, without
      limitation, copyright applications, patent applications, declarations, oaths,
      formal assignments, assignments of priority rights, and powers of attorney,
      which the Corporation may deem necessary or desirable in order to protect its
      rights and interests in any Development. Executive further agrees that if the
      Corporation is unable, after reasonable effort, to secure Executive’s signature
      on any such papers, any executive officer of the Corporation shall be entitled
      to execute any such papers as Executive’s agent and attorney-in-fact, and
      Executive hereby irrevocably designates and appoints each executive officer
      of
      the Corporation as Executive’s agent and attorney-in-fact to execute any such
      papers on Executive’s behalf, and to take any and all actions as the Corporation
      may deem necessary or desirable, in order to protect its rights and interests
      in
      any Development, under the conditions described in this sentence.





11.3.  Survival .
      The
      provisions of this Section 11 shall survive Executive’s employment
      hereunder for (i) a period of five (5) years commencing on the date this
      Agreement is terminated or (ii) a period of two (2) years from the end of the
      Severance Period, as the case may be.





Section
      12.  Restrictive
      Covenant .





12.1.  Covenant
      Not To Compete .





(a)  Executive
      recognizes that the services to be performed by him hereunder are special,
      unique and extraordinary. The parties confirm that it is reasonably necessary
      for the protection of the Corporation that Executive agrees, and, accordingly,
      Executive does hereby agree, that he will not, directly or indirectly, in the
      Territory, as hereinafter defined, at any time during the Restricted Period,
      as
      hereinafter defined:





d.  engage
      in
      the Business for his account or render any services which constitute engaging
      in
      the Business, in any capacity to any entity; or become interested in any entity
      engaged in the Business either on his own behalf or as an officer, director,
      stockholder, partner, principal, consultant, associate, employee, owner, agent,
      creditor, independent contractor, or co-venturer of any third party or in any
      other relationship or capacity; or





e.  employ
      or
      engage, or cause to authorize, directly or indirectly, to be employed or
      engaged, for or on behalf of himself or any third party, any employee,
      representative or agent of the Corporation; or








f.  solicit,
      directly or indirectly, on behalf of himself or any third party, any client
      or
      vendor of the Corporation and its affiliates; or





g.  have
      an
      interest as an owner, lender, independent contractor, co-venturer, partner,
      participant, associate or in any other capacity, render services to or
      participate in the affairs of, any business which is competitive with, or
      substantially similar to, the Business of the Corporation and its affiliates
      as
      presently conducted and as may be conducted by the Corporation during the
      Restricted Period.





(b)  If
      any of
      the restrictions contained in this Section 12 shall be deemed to be
      unenforceable by reason of the extent, duration or geographical scope thereof,
      or otherwise, then after such restrictions have been reduced so as to be
      enforceable, in its reduced form this Section shall then be enforceable in
      the
      manner contemplated hereby.





(c)  This
      Section 12 shall not be construed to prevent Executive from owning, directly
      or
      indirectly, in the aggregate, an amount not exceeding two percent (2%) of the
      issued and outstanding voting securities of any class of any corporation whose
      voting capital stock is traded on a national securities exchange or in the
      over-the-counter market.





(d)  Notwithstanding
      anything to the contrary set forth in this Section 12 (i) Executive
      shall not be prohibited from rendering services for news organizations, or
      public relations departments or public relations agencies; (ii) Executive
      may act as a news reporter or manager for an entity whose primary function
      is journalism; (iii) Executive may act as a member of the internal
      public relations staff of any corporation or entity who performs services for
      only that corporation or its affiliates, including parent corporations,
      subsidiaries, and joint ventures; and/or (iv) Executive may act as an
      account executive or manager at a public relations agency directly serving
      that
      agency’s clients. Notwithstanding the prior sentence, however, Executive may
      not, render services, directly or indirectly, (i) for any organization,
      department, or affiliate of such news organizations, corporate public relations
      departments, or public relations agencies, whose primary purpose is to provide
      the production and distribution of video or audio news releases that are
      competitive with, or substantially similar to, the Business, and (ii) for
      any organization, department, or affiliate of such news organizations, corporate
      public relations departments, or public relations agencies, whose primary
      purpose is to provide the research and analysis of public relations and public
      affairs campaigns as determined through press clipping review, either on paper,
      video or audio tape or electronic database searches that are competitive with
      or
      substantially similar to the Business.








12.2.  Restricted
      Period .
      The
      term “Restricted Period”, as used in this Section 12 shall mean: (i) the Term
      plus one (1) year; (ii) in the event Executive receives the Severance Payment
      pursuant to Section 8, then the Restricted Period shall continue until the
      end
      of the four (4) year term of the Severance Period; and (iii) in the event that
      Executive ceased to be employed by the Corporation within twenty- four (24)
      months after a Change in Control, then the Restricted Period shall terminate
      upon the date such employment ceased if the transaction or event which triggered
      the Change in Control was not approved in advance by the Board which Board
      was
      comprised of a majority of Continuing Directors (as such term is hereafter
      defined) or, if such transaction was approved in advance by such Continuing
      Directors, then the Restricted Period shall continue for two (2) years after
      such employment ceased. “Continuing Directors” as used in this Section 12 shall
      mean the persons who constitute the Board on the date hereof (together with
      their successors whose nominations were approved by a majority of such
      persons).





12.3.  Territory .
      Executive acknowledges that the Corporation markets its business worldwide
      and
      therefore the term “Territory” as used herein shall mean the entire
      world.





12.4.  Survival .
      The
      provisions of this Section 12 shall survive the termination of Executive’s
      employment hereunder and until the end of the Restricted Period as provided
      in
      Section 12.2 hereof.





Section
      13.  Rights
      and Remedies Upon Breach of Sections 11 or 12 .





13.1.  Return
      of Benefits .
      If
      Executive breaches any of
      the provisions of Sections 11 or 12 (the “Restrictive Covenants”), the
      Corporation shall have the right and remedy to require Executive to account
      for
      and pay over to the Corporation all compensation, profits, monies, accruals,
      increments or other benefits (collectively, “Benefits”) derived or received by
      him as the result of any transactions constituting a breach of the Restrictive
      Covenants, and Executive shall account for and pay over such Benefits to the
      Corporation. In addition, if Executive breaches any
      of
      the Restrictive Covenants, (i) Executive’s unvested stock options shall
      immediately lapse and (ii) the Corporation shall have the right to purchase
      from Executive Executive’s vested stock options for the book value of the shares
      of Common Stock underlying such vested options less the exercise price of such
      vested options. The Corporation may set off any amounts due to the Corporation
      under this Section 13.1 against any amounts owed to Executive by the
      Corporation.





13.2.  Injunctive
      Relief .
      Executive acknowledges that the services to be rendered under the provisions
      of
      this Agreement are of a special, unique and extraordinary character and that
      it
      would be difficult or impossible to replace such services. Accordingly,
      Executive agrees that any breach or threatened breach by him of Sections 11
      or 12 of this Agreement shall entitle the Corporation, in addition to all other
      legal remedies available to it, to apply to any court of competent jurisdiction
      to enjoin such breach or threatened breach without posting a bond or showing
      special damages. The parties understand and intend that each restriction agreed
      to by Executive hereinabove shall be construed as separable and divisible from
      every other restriction, that the unenforceability of any restriction shall
      not
      limit the enforceability, in whole or in part, of any other restriction, and
      that one or more of all of such restrictions may be enforced in whole or in
      part
      as the circumstances warrant. In the event that any restriction in this
      Agreement is more restrictive than permitted by law in the jurisdiction in
      which
      the Corporation seeks enforcement thereof, such restriction shall be limited
      to
      the extent permitted by law.








Section
      14.  Disclosure
      of Conflicts of Interest; Abstention from Speculation in Securities of the
      Corporation or Clients .





14.1.  Conflicts
      of Interest; Speculation in Securities .





(a)  In
      order
      to avoid actual or apparent conflicts of interest, Executive shall take all
      necessary actions to disclose to the Corporation any direct or indirect
      ownership or financial interest (i) in any company, person or entity which
      is a
      service provider to the Corporation or (ii) an actual or intended client of
      the
      Corporation.





(b)  While
      Executive is employed by the Corporation, Executive shall abstain from any
      direct or indirect acquisition of securities of (i) the Corporation, except
      on
      the open market and except as offered by the Corporation to Executive as
      incentives, bonuses or options, or (ii) the Corporation’s clients or customers,
      except as may be specifically approved in writing by the Corporation upon
      Executive’s prior written request; and from divulging or appropriating to
      Executive’s own use or to that of others any secret, confidential or proprietary
      information or knowledge regarding the Corporation, its clients or customers
      for
      the purpose of speculation in the securities of any of them.





14.2.  General
      Requirements .
      Executive shall observe such lawful policies of the Corporation as may from
      time-to-time apply.





14.3.  Insider
      Trading .
      Considering that the Corporation is a publicly-traded corporation, Executive
      hereby agrees that Executive shall comply with the Corporation’s existing
      policies regarding insider trading as set forth in the Corporation’s Employee
      handbook as well as any and all federal and state securities laws, including
      but
      not limited to those that relate to non-disclosure of information, insider
      trading and individual reporting requirements and shall specifically abstain
      from discussing the non-public aspects of the Corporation’s business affairs
      with any individual or group of individuals (e.g., Internet chat rooms) who
      does
      not have a business need to know such information for the benefit of the
      Corporation.





Section
      15.  Impact
      of Restatement of Financial Statements upon Previous Awards .
      If any
      of the Corporation’s financial statements are required to be restated, resulting
      from errors, omissions, or fraud, the Corporation may (in its sole discretion,
      but acting in good faith) recover all or a portion of any performance bonus
      paid
      to Executive with respect to any fiscal year of the Corporation the financial
      results of which are negatively affected by such restatement. The amount to
      be
      recovered from Executive shall be the amount by which the affected bonus
      exceeded the amount that would have been payable to such participant had the
      financial statements been initially filed as restated, or any greater or lesser
      amount (including, but not limited to, the entire award) that the Corporation
      shall determine. The Compensation Committee shall determine whether the
      Corporation shall effect any such recovery (i) by seeking repayment from
      Executive; (ii) by reducing (subject to applicable law and the terms and
      conditions of the applicable agreement, plan, program or arrangement) the amount
      that would otherwise be payable to Executive; (iii) by withholding payment
      of
      future increases in compensation (including the payment of any discretionary
      bonus amount) or grants of compensatory awards that would otherwise have been
      made in accordance with the Corporation’s otherwise applicable compensation
      practices; or (iv) by any combination of the foregoing.








Section
      16.  Miscellaneous .





16.1.  Assignment .
      Executive may not assign or delegate any of his rights or duties under this
      Agreement.





16.2.  Expenses
      of Negotiating this Agreement .
      The
      Corporation shall pay or reimburse Executive for all reasonable out-of-pocket
      attorney’s fees incurred or paid by Executive in connection with the negotiation
      of this Agreement up to a maximum of $5,000.





16.3.  Resignations .
      In the
      event Executive’s employment is terminated for any reason whatsoever, Executive
      shall immediately resign as a director and officer of the Corporation, its
      subsidiaries and affiliates.





16.4.  Entire
      Agreement .
      This
      Agreement constitutes and embodies the full and complete understanding and
      agreement of the parties with respect to Executive’s employment by the
      Corporation, supersedes all prior understandings and agreements, including
      employment agreements, non-compete agreements and confidentiality agreements,
      if
      any, whether oral or written, between Executive and the Corporation and shall
      not be amended, modified or changed except by an instrument in writing executed
      by the party to be charged. The invalidity or partial invalidity of one or
      more
      provisions of this Agreement shall not invalidate any other provision of this
      Agreement. No waiver by either party of any provision or condition to be
      performed shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the same or any prior or subsequent time.





16.5.  Binding
      Effect .
      This
      Agreement shall inure to the benefit of, be binding upon and enforceable
      against, the parties hereto and their respective successors and permitted
      assigns.





16.6.  Captions .
      The
      captions contained in this Agreement are for convenience of reference only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.





16.7.  Notices .
      All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be in writing and shall be deemed to have been duly given
      when personally delivered or sent by certified mail, postage prepaid, or
      overnight delivery to the party at the address set forth above or to such other
      address as either party may hereafter give notice of in accordance with the
      provisions hereof.





16.8.  Governing
      Law .
      This
      Agreement shall be governed by and interpreted under the laws of the State
      of
      New York applicable to contracts made and to be performed therein without giving
      effect to the principles of conflict of laws thereof. Except in respect of
      any
      action commenced by a third party in another jurisdiction, the parties hereto
      agree that any legal suit, action, or proceeding against them arising out of
      or
      relating to this Agreement shall be brought exclusively in the United States
      Federal Courts or New York County Supreme Court, in the State of New York.
      The
      parties hereto hereby accept the jurisdictions of such courts for the purpose
      of
      any such action or proceeding and agree that venue for any action or proceeding
      brought in the State of New York shall lie in the Southern District of New
      York
      or Supreme Court, New York County, as the case may be. Each of the parties
      hereto hereby irrevocably consents to the service of process in any action
      or
      proceeding in such courts by the mailing thereof by United States registered
      or
      certified mail postage prepaid at its address set forth herein.








16.9.  Counterparts .
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.





**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have executed this Agreement as of the date set forth
      above.








MEDIALINK
      WORLDWIDE INCORPORATED





By:_____________________________________


Kenneth
      Torosian, Chief Financial Officer











________________________________________


LAURENCE
      MOSKOWITZ