MEDIALINK WORLDWIDE INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>b323973_ex103.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>



Exhibit 10.3          Amended and Restated Employment Agreement, dated as of
                      January 1, 2002, by and between Medialink Worldwide
                      Incorporated and Richard Frisch.

                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"),
dated as of January 1, 2002, by and between MEDIALINK WORLDWIDE INCORPORATED, a
Delaware corporation with offices at 708 Third Avenue, New York, New York 10017
("Medialink" or the "Corporation"), and RICHARD FRISCH, an individual having a
residence at 1130 Park Avenue, New York, New York 10028 (the "Employee").

                              W I T N E S S E T H:

                  WHEREAS, the Corporation and the Employee are parties to an
Employment Agreement dated as of June 16, 1997 (the "Original Employment
Agreement");

                  WHEREAS, the parties wish to amend and restate the Original
Employment Agreement such that the Original Employment Agreement shall be
terminated and superceded by this Agreement;

                  NOW, THEREFORE, the parties mutually agree as follows:

         (1)      Employment. As of the date hereof (the "Effective Date") the
                  Corporation employs the Employee and the Employee accepts such
                  employment, as an executive of the Corporation, subject to the
                  terms and conditions set forth in this Agreement.

         (2)      Duties.

                  (1)      Title, Duties and MCTV Services. The Employee shall
                           be employed as a Senior Vice President of the
                           Corporation and the President and Chief Executive
                           Officer of Medialink's MCTV Division ("MCTV"). The
                           Employee shall perform the duties of the Chief
                           Executive Officer of MCTV and shall report only to
                           the Corporation's Chief Executive Officer and the
                           Board of Directors of the Corporation. During the
                           term of this Agreement, the Employee shall devote all
                           of his available business time to the performance of
                           his duties hereunder, except that he may devote up to
                           10 hours per week to a non-competitive consulting
                           business described in Section 13.3 hereof. MCTV shall
                           provide internal and external video communications
                           services and consulting for corporations, the public
                           relations industry and non-profit groups. The
                           external services of MCTV shall include video news
                           releases, video conferences, video primers, corporate
                           image films and any video presentation tool targeted
                           to a designated audience. The internal services shall
                           include live and taped employee communications
                           programs, management presentations and advising
                           clients on strategy and development of programming to
                           reach desired audiences.

                  (2)      Duties as MCTV President. The Employee shall be
                           responsible for the creative content and operations
                           (including the hiring and firing of personnel,
                           establishing compensation, including salary and
                           bonuses, in each case with the approval of the Chief
                           Executive Officer of the Corporation) of MCTV, all in
                           accordance with an agreed budget for MCTV. Employee
                           will use his best efforts to manage the client
                           accounts of MCTV to achieve the highest standards of
                           corporate video communications. The Employee shall
                           supervise the staff of MCTV listed on Schedule A
                           attached hereto and their replacements and
                           substitutes, with responsibility and authority over
                           the work effort and product results. The Employee,
                           working with the Corporation's sales and marketing
                           and operations executives, will develop a plan for
                           referrals of the Corporation's clients to

<PAGE>

                           MCTV as well as targeting and developing new clients
                           of the MCTV Division in accordance with, but not
                           limited to, the action plan set forth in Exhibit A
                           attached hereto. Each of the Corporation and the
                           Employee shall be obligated to execute the tasks
                           outlined in the action plan set forth in Exhibit A
                           attached hereto. Employee will also train and advise
                           the Corporation's account executives in the processes
                           and procedures required to qualify, present clients
                           and refer accounts to MCTV. The Employee will
                           identify, hire and train, as approved by the
                           Corporation, additional MCTV media consultants as
                           business growth requires, all in accordance with an
                           agreed budget for MCTV and to develop the appropriate
                           production capabilities needed for client
                           assignments, with the goal being to achieve maximum
                           consolidation with the Corporation's operations, when
                           possible. Any additional MCTV employees hired by
                           Employee will be deemed to be a part of the staff
                           members of MCTV listed on Schedule A attached hereto.
                           The Employee shall regularly communicate with the
                           senior sales, operations and international staff of
                           the Corporation to continually analyze and develop
                           cross-referrals of MCTV client organizations and
                           other customers and clients of the Corporation. The
                           Employee shall use his best efforts to maximize the
                           resources of the Corporation and MCTV to enhance the
                           revenues and profitability of the Corporation.

                  (3)      Duties as Corporate Senior Vice President. The
                           Employee will attend all Steering Committee meetings
                           and all appropriate meetings of all departments and
                           will review all relevant plans and reports related
                           thereto in order to participate in all aspects of
                           planning, development and operations, particularly in
                           order to assist in developing new and alternative
                           business strategies and the implementation of
                           approved plans, with the intent of maximizing the
                           business results of the Corporation.

                  (4)      Attendance at Meetings of the Board of Directors. The
                           Corporation shall invite the Employee to attend and
                           observe at all meetings of the Board of Directors of
                           the Corporation.

         (3)      Term of Employment. The term of the Employee's employment
                  shall commence on the Effective Date and shall continue
                  through December 31, 2004 or until earlier terminated pursuant
                  to Section 5 hereof (the "Employment Term").

         (4)      Compensation of Employee.

                  (1)      Compensation.

                           (1)      The Corporation shall pay to the Employee as
                                    annual compensation for his services
                                    hereunder a salary ("Salary") equal to the
                                    greater of: (i) $250,000, if Pre-Tax Net
                                    Income (as defined in Section 4.3 hereof) is
                                    less than or equal to $1,000,000 for such
                                    calendar year; (ii) $375,000, if Pre-Tax Net
                                    Income is greater than $1,000,000 and less
                                    than or equal to $1,500,000 for such
                                    calendar year; and (iii) $500,000, if
                                    Pre-Tax Net Income is greater than
                                    $1,500,000 and less than or equal to
                                    $2,000,000 for such calendar year; provided,
                                    however, that: (1) for the calendar year
                                    ending December 31, 2002 only, the Employee
                                    shall receive $500,000 in Salary if Pre-Tax
                                    Net Income is greater than $1,000,000 and
                                    less than or equal to $2,000,000 for such
                                    calendar year, and (2) for the first six
                                    months of 2003, the Employee shall receive
                                    $250,000 in Salary if Pre-Tax Net Income is
                                    greater than $500,000 and less than or equal
                                    to $1,000,000 for such six month period.
                                    Notwithstanding the foregoing, in the event
                                    that Pre-Tax Net Income is greater than

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                                    $2,000,000 for any calendar year hereunder,
                                    the Employee shall receive as Salary the sum
                                    of: (i) 25% of all Pre-Tax Net Income up to
                                    and including $2,500,000 for any such
                                    calendar year, plus (ii) 30% of any Pre-Tax
                                    Net Income in excess of $2,500,000 and up to
                                    and including $3,000,000 for such calendar
                                    year, plus (iii) 35% of any Pre-Tax Net
                                    Income in excess of $3,000,000 for such
                                    calendar year.

                           (2)      During the term of this Agreement, the
                                    Employee's Salary shall be payable
                                    semi-monthly less such deductions as shall
                                    be required to be withheld by applicable
                                    laws and regulations.

                           (3)      Initially, the Employee's Salary payments
                                    shall be based upon the assumption that
                                    Pre-Tax Net Income shall be $2,000,000 per
                                    calendar year. In the event that Pre-Tax Net
                                    Income for each semi-annual period ending
                                    June 30th and December 31st during the
                                    Employment Term has been determined to have
                                    averaged (together with the prior
                                    semi-annual period during the Employment
                                    Term or if computing the initial semi-annual
                                    period during the Employment Term, then
                                    based only on such semi-annual period) less
                                    than $1,000,000, the Employee's Salary
                                    payments shall be adjusted commencing on the
                                    first day of the next succeeding calendar
                                    quarter after determination of Pre Tax Net
                                    Income pursuant to 4.1(e) below, reducing
                                    all payments during such quarter evenly by
                                    the average amount overpaid to the Employee
                                    during the preceding two consecutive
                                    semi-annual periods. In the event that
                                    Pre-Tax Net Income for each semi-annual
                                    period ending June 30th and December 31st
                                    during the Employment Term has been
                                    determined to have averaged (together with
                                    the prior semi-annual period during the
                                    Employment Term or if computing the initial
                                    semi-annual period during the Employment
                                    Term, then based only on such semi-annual
                                    period) more than $1,000,000, the Employee's
                                    Salary payments shall be adjusted commencing
                                    on the first day of the next succeeding
                                    calendar quarter after determination of Pre
                                    Tax Net Income pursuant to 4.1(e) below,
                                    increasing all payments during such quarter
                                    evenly by the average amount underpaid to
                                    the Employee during the preceding two
                                    consecutive semi-annual periods; provided,
                                    however, that 70% of any underpayments up to
                                    an aggregate of $125,000 shall be held by
                                    the Corporation in a segregated interest
                                    bearing account until the end of the
                                    Employment Term in accordance with Section
                                    4.1(e) below; provided, further, that no
                                    more than $62,500 shall be held by the
                                    Corporation based on the initial semi-annual
                                    period ending June 30, 2002 and no more than
                                    $90,000 shall be held by the Corporation
                                    based on the full year ended December 31,
                                    2002; and provided, further, that, subject
                                    to Section 4.1(e) below, the segregated
                                    account shall not be affected by any
                                    overpayments.
<PAGE>

                           (4)      The Corporation shall determine Pre-Tax Net
                                    Income within ninety (90) days of each June
                                    30th and December 31st and a copy of such
                                    determination shall be submitted to the
                                    Employee within such time period. If within
                                    twenty (20) days of receipt of such copy,
                                    Employee shall disagree as to the
                                    calculation, then the Employee shall provide
                                    prompt notice thereof to the Corporation
                                    within such twenty (20) day period and the
                                    Corporation and the Employee shall seek to
                                    resolve such disagreement within ten (10)
                                    days of such notice. If the Corporation and
                                    the Employee cannot resolve such
                                    disagreement within such ten (10) day
                                    period, then Ernst & Young or its successor
                                    or assign (the "Selected Firm") shall then
                                    be authorized to determine the Pre-Tax Net
                                    Income. The determination by the Selected
                                    Firm shall be completed within sixty (60)
                                    days after their appointment and shall be
                                    final, binding and conclusive upon the
                                    parties hereto. The cost of the Selected
                                    Firm's determination of the Pre-Tax Net
                                    Income shall be borne by each of the
                                    Employee and the Corporation on an equal
                                    basis. Until such time as the Selected Firm
                                    has made a final determination of the Pre
                                    Tax Net Income, the Corporation shall be
                                    entitled to adjust the Employee's
                                    semi-monthly Salary payments pursuant to
                                    Section 4.1(a) based on its original
                                    determination of Pre-Tax Net Income;
                                    provided, however, that the Corporation
                                    shall deposit the disputed amount of Salary
                                    in a segregated interest bearing account
                                    pending the Selected Firm's determination of
                                    Pre-Tax Net Income.

Notwithstanding anything to the contrary contained herein, with respect to the
initial semi-annual period ending June 30, 2002, the Corporation shall use its
reasonable efforts to deliver its determination of Pre-Tax Net Income to the
Employee and resolve any disagreements as to Pre-Tax Net Income with the
Employee, within sixty (60) days of June 30, 2002. In the event any such
disagreements are not resolved within such time period, then the dispute
resolution method set forth in this paragraph 4.1(d) shall apply. In the event
any such disagreements are fully resolved within such sixty-day time period,
then, subject to the requirement that certain amounts be placed in a segregated
account pursuant to Section 4.1(c) above, any underpayment shall be paid to the
Employee in a single payment, which will be paid in the next available payroll
period.

                           (5)      Within ninety (90) days of the end of the
                                    Employment Term (whether as a result of the
                                    expiration of the stated term of employment
                                    or upon earlier termination pursuant to
                                    Section 5 hereof), the Corporation shall
                                    determine whether the Corporation overpaid
                                    or underpaid the Employee during the
                                    Employment Term, based on the amounts
                                    actually paid to the Employee pursuant to
                                    Section 4.1(c) as compared to the amounts
                                    actually due to the Employee pursuant to
                                    Section 4.1(a). A copy of such determination
                                    shall be submitted to the Employee during
                                    such ninety (90) day period. If within
                                    thirty (30) days of receipt of such
                                    determination, Employee shall disagree as to
                                    the calculation, then the Employee shall
                                    provide prompt notice thereof to the
                                    Corporation within such thirty (30) day
                                    period and the Corporation and the Employee
                                    shall seek to resolve such disagreement
                                    within twenty (20) days. If the Corporation
                                    and the Employee cannot resolve such
                                    disagreement within such twenty (20) day
                                    period, then Ernst & Young or successor (the
                                    "Selected Firm") shall then be authorized to
                                    determine the amount of any overpayments or
                                    underpayments. The determination by the
                                    Selected Firm shall be completed within
                                    sixty (60) days after their appointment and
                                    shall be final, binding and conclusive upon
                                    the parties hereto. The cost of the Selected
                                    Firm's determination shall be borne by each
                                    of the Employee and the Corporation on an
                                    equal basis.

<PAGE>

                                    (1)      Upon the Corporation's receipt of
                                             the Selected Firm's determination,
                                             or an agreement between the
                                             Corporation and the Employee as to
                                             the amount overpaid or underpaid,
                                             or upon expiration of the thirty
                                             (30) day period without notice of
                                             disagreement from the Employee, the
                                             Corporation shall send a notice to
                                             the Employee of the amount
                                             determined to have been overpaid or
                                             underpaid (the "Final
                                             Determination"). To the extent
                                             there were no overpayments
                                             determined to have been made by the
                                             Corporation to the Employee, the
                                             Corporation shall distribute to the
                                             Employee all funds then held in the
                                             segregated account. To the extent
                                             of any overpayments made by the
                                             Corporation to the Employee, the
                                             Corporation shall be authorized to
                                             remove from the segregated account
                                             the amount of any such
                                             overpayments, plus interest accrued
                                             thereon, and shall distribute the
                                             balance of funds then held in the
                                             segregated account, if any, plus
                                             interest accrued thereon, to the
                                             Employee.

                                    (2)      To the extent that it has been
                                             determined that the Corporation
                                             overpaid the Employee an amount in
                                             excess of the amounts then held in
                                             the segregated account, the
                                             Employee shall pay such excess
                                             amount in one lump sum to the
                                             Corporation within 15 days of the
                                             Final Determination. To the extent
                                             that it has been determined that
                                             the Corporation underpaid the
                                             Employee, then in addition to the
                                             release of all amounts, including
                                             interest, then held in the
                                             segregated account to the Employee,
                                             the Corporation shall pay the
                                             amount of such underpayment to the
                                             Employee in one lump sum within 15
                                             days of the Final Determination,
                                             subject to such deductions as shall
                                             be required to be withheld by
                                             applicable law and regulations. The
                                             provisions of this Section 4.1(e)
                                             shall survive the Employee's
                                             employment hereunder.

                           (6)      All compensation earned by the Employee,
                                    including amounts paid to Employee from the
                                    segregated account, shall be paid only to
                                    the Employee, except in the case of the
                                    Employee's death, in which case it shall be
                                    paid to the Employee's estate.

                  (2)      Executive Bonus Pool. In addition to his Salary, the
                           Employee shall be eligible to receive a bonus
                           pursuant to the Executive Bonus Plan (the "Plan
                           Bonus"). The terms and amount of payments, if any,
                           under such Plan are subject to the absolute
                           discretion of the Board of Directors and the
                           Compensation Committee thereof.

                  (3)      Pre-Tax Net Income Defined. The term "Pre-Tax Net
                           Income" as used in this Agreement shall mean the MCTV
                           Division Revenue, as such term is hereinafter
                           defined, attributable to the performance of services
                           by the MCTV Division less (i) Direct Costs, as
                           hereinafter defined, (ii) Salary and Related Costs,
                           as hereinafter defined, (iii) Telephone Charges, as
                           hereinafter defined, (iv) General

<PAGE>

                           and Administrative Costs, as hereinafter defined; (v)
                           Corporate Overhead, as hereinafter defined; and (vi)
                           Overdue Accounts, as hereinafter defined, prior to
                           the payment or provision for any Federal, state or
                           local income or other taxes, but after all expenses
                           incurred or allocated to the MCTV Division, as
                           computed by the Corporation's accountants employing
                           the same methodology as employed under the Original
                           Employment Agreement. The MCTV Division Pre-Tax Net
                           Income shall be calculated on the operating results
                           of the MCTV Division on the basis of generally
                           accepted accounting principles using the
                           Corporation's standard accounting practices and
                           policies, excluding goodwill amortization and gains
                           and losses arising from the disposition of assets not
                           in the ordinary course of business. Direct costs and
                           overhead accruals will be calculated ninety (90) days
                           after the end of the relevant period.

                  "Direct Costs" shall mean those costs incurred solely for the
purpose of a specific revenue generating project. Direct costs include, but are
not limited to, camera crews and equipment, playout, uplink and satellite time,
tape dubbing and distribution charges, editing and studio costs. In addition,
direct costs include the use of third party labor for production, editing etc.
In the event that the MCTV Division uses the Corporation's employees for
production etc. they will be charged to the MCTV Division on the basis of the
rates on Schedule B hereto. The Schedule B rates will be adjusted at the
beginning of each of calendar year 2003 and 2004 to reflect actual changes in
the Corporation's cost structure. The MCTV Division will be charged for the use
of the Corporation's services such as video and audio distribution in accordance
with Schedule B. Direct costs will also include sales commissions on MCTV
Division Revenue including commissions paid to the Corporation's sales people
arising from that portion of the MCTV Division Revenue set forth in subparagraph
(iii) of the definition of MCTV Division Revenue. The MCTV Division shall be
charged for commissions paid to the Corporation's sales person who generated the
MCTV Division client revenue on all MCTV Division projects for that client for a
minimum of 12 months. Subsequent to the 12 month period, if the MCTV Division no
longer requires the sales person's involvement, the sales person will be
notified that he/she is no longer responsible for the client and will receive no
further commissions from MCTV with respect to that client, after an agreed upon
period.

                  "Salary and Related Costs" shall mean all employment costs of
MCTV Division employees, including but not limited to, salaries and bonuses,
medical, dental and disability premiums, employers contributions as to any 401K
or other pension plan together with the costs of administering such plans and
employment taxes but excluding: (i) the Employee's Salary and Plan Bonus, if
any, (ii) the cost of the Employee's medical, dental and group term life
insurance and (iii) one-half of the salary of the MCTV Division receptionist,
Emily Allen, or her successor. Wherever practicable, such costs will be
allocated to MCTV Division on an actual basis. In all other instances, the cost
will be allocated to MCTV Division on a pro rata basis calculated by multiplying
(x) the actual cost of the Corporation (including the MCTV Division) by (y) (i)
the number of MCTV Division employees associated with that cost divided by (ii)
the total number of the Corporation's employees (including the MCTV Division
employees) associated with that cost ("Employee Allocation Method"). Scott
Michaeloff and his staff are specifically excluded and are not to be considered
part of the MCTV Division. Any compensation charged to MCTV Division employees
arising from the exercise of stock options granted to such employees by the
Corporation shall not be deducted from Pre-Tax Net Income except for FICA and
FUTA, if any, paid by the Corporation.

                  "Telephone Charges" shall mean the sum of: (i) those telephone
charges which shall be allocated to the MCTV Division on a pro rata basis
calculated by multiplying (x) the total telephone charges of the Corporation by
(y) a fraction, the numerator of which is the MCTV Division Revenue and the
denominator of which is the total United States revenue of the Corporation
(including the MCTV Division Revenue) ("Revenue Allocation Method") and (ii)
those telephone charges which are specifically identified as actual telephone
charges of the MCTV Division.

                  "General and Administrative Costs" shall mean all other costs
incurred by MCTV Division that were not included in Direct Costs or Salary and
Related Costs and excluding interest expense.

<PAGE>

General and Administrative Costs incurred solely for the MCTV Division will be
charged directly to MCTV Division on an actual basis wherever practicable
("Directly Charged Costs"). In all other instances the cost will be allocated to
MCTV Division on a pro rata basis in accordance with Schedule C attached hereto.

                  "Corporate Overhead" shall mean costs charged by the
Corporation to the MCTV Division to cover administrative costs, marketing
support and other overhead costs and shall be equal to 1.8% of the MCTV
Division's revenue. The parties hereto acknowledge that the MCTV Division shall
be fully transferred onto the Epicor accounting system as soon as practicable at
no cost to the MCTV Division.

                  "Overdue Accounts" shall mean accounts receivable which (i)
remain unpaid for more than 120 days from the original date of invoice; (ii) are
subject to a dispute or claim by the account debtor; (iii) are owed by an
account debtor which is insolvent, is the subject of an insolvency proceeding or
whose creditworthiness is not satisfactory to the Corporation.

                  "MCTV Division Revenue" shall mean all revenue derived from
(i) clients of the MCTV Division; (ii) revenue generated by the MCTV Division
edit suite, and the MCTV Division will charge the Corporation for the use of the
edit suite in accordance with Schedule B; and (iii) revenue from clients of the
Corporation introduced to the MCTV Division earned as agreed by the New Business
Task Force, as hereinafter defined; provided, however that for all traditional
broadcast revenue, such as Video News Releases, Audio News Releases, Satellite
Media Tours and Radio Media Tours, the MCTV Division will be credited for
revenue it generates in excess of the average of the previous two years
broadcast revenue of the Corporation from such existing clients for such
services. Notwithstanding the foregoing, Scott Michaeloff and his staff shall
not be considered part of the MCTV Division. Accordingly, revenues and expenses
generated by Mr. Michaeloff, his staff and his clients will not be included in
the calculation of Pre-Tax Net Income of MCTV. The parties hereto acknowledge
that Mr. Michaeloff and his staff will remain in their current space pending any
expansion in the approved budget of the MCTV Division and will continue to have
access to the tower/planning room, and the MCTV Division will charge the
Corporation for dubs made by Mr. Michaeloff and his staff in that room at the
same rates being charged by the Corporation, in accordance with Schedule B.

                  (4)      New Client Approval. Prior to the MCTV Division
                           soliciting or accepting any new clients who are then
                           or during the last twelve (12) months were clients of
                           the Corporation, generating at least $25,000 in
                           revenue during such twelve (12) month period, MCTV
                           must obtain the prior written approval of the New
                           Business Task Force. The New Business Task Force,
                           which shall consist of an equal number of
                           representatives of the Corporation and the MCTV
                           Division, with the Corporation's Chief Financial
                           Officer as the chairman, shall meet once every two
                           (2) months to discuss referral opportunities, client
                           conflicts and the appropriateness of referral fees or
                           other compensation. Prior to the Corporation
                           soliciting or accepting any new clients who are then
                           or during the last twelve (12) months were clients of
                           the MCTV Division, generating at least $25,000 in
                           revenue during such twelve (12) month period, the
                           Corporation must obtain the prior written approval of
                           the Employee.

                  (5)      Expenses. The Corporation shall pay or reimburse the
                           Employee for all reasonable and necessary business,
                           travel or other expenses incurred by him within the
                           usual policy of the Corporation, upon proper
                           documentation thereof, in connection with the
                           rendition of the services contemplated hereunder.

                  (6)      Benefits. During the term of this Agreement, the
                           Employee shall be entitled to participate in such
                           pension, profit sharing, group insurance, option
                           plans, hospitalization, group health benefit plans
                           and all other benefits and plans as the Corporation
                           provides to its senior executive officers. Any air
                           travel by Employee in connection with his duties
                           hereunder shall be on business class and

<PAGE>

                           shall be at the expense of the Corporation. During
                           the term of his employment hereunder, the Corporation
                           shall pay automobile lease expenses for the Employee
                           in connection with his duties hereunder. The
                           aggregate monthly expense of the Corporation for such
                           automobile lease payments, and associated maintenance
                           and insurance payments, shall not exceed $1,600 per
                           month. The Corporation shall reimburse Employee for
                           all costs associated with telephone and facsimile
                           lines in each of the Employee's two (2) residences, a
                           car telephone in his automobile and mobile cellular
                           telephone, all of which shall be used exclusively for
                           business related matters.

         (5)      Termination.

                  (1)      Termination of Employment. This Agreement shall
                           terminate upon the death, Disability, as hereinafter
                           defined, termination of employment of the Employee
                           For Cause, as hereinafter defined, termination of the
                           Employee for the Failure to Perform, as hereinafter
                           defined, termination of the employment of Employee
                           without cause or because Employee wrongfully leaves
                           his employment hereunder. The procedure set forth in
                           Section 4.1(e) to settle up amounts paid as compared
                           to amounts due shall apply to any termination
                           pursuant to this Section 5.

                  (2)      Termination For Cause; Failure to Perform; Wrongful
                           Departure. In the event of a termination For Cause, a
                           termination for Failure to Perform or because
                           Employee wrongfully leaves his employment hereunder,
                           the Corporation shall pay Employee all accrued and
                           unpaid Salary and vacation through the date of
                           termination.

                  (3)      Termination Without Cause. In the event of a
                           termination without cause, the Employee 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 receive his Salary, and Plan Bonus, if any,
                           for the period equal to the earlier of (i) the date
                           the Employee commences employment elsewhere; or (ii)
                           the date the term would have expired pursuant to
                           Section 3 of this Agreement had the Employee not been
                           terminated; provided, however, that: (i) for purposes
                           of determining the amount of the Employee's Salary in
                           future years, it shall be assumed that the Pre-Tax
                           Net Income for the four full quarterly periods
                           immediately prior to termination (after all
                           adjustments have been made pursuant to 4.1(a) and
                           4.1(e) hereof) is the Pre-Tax Net Income for each
                           calendar year remaining after termination (which
                           amount shall be pro-rated for any partial period
                           remaining after termination) and if less than four
                           full quarters have elapsed prior to termination then
                           any quarterly results that have elapsed shall be
                           annualized to determine the assumed Pre-Tax Net
                           Income; and (ii) for purposes of determining the
                           amount of the Employee's Plan Bonus in future years,
                           it shall be assumed that the Plan Bonus shall be
                           equal to the Plan Bonus, if any, paid to the Employee
                           for the calendar year immediately preceding the year
                           in which the termination occurred.

                  (4)      Termination Upon Death. In the event of a termination
                           upon the death of Employee, the Corporation shall pay
                           to the Employee, any person designated by the
                           Employee in writing or if no such person is
                           designated, to his estate, as the case may be, the
                           Salary and Plan Bonus, if any, which would otherwise
                           be payable to the Employee for a period of one (1)
                           year from the date of such death, using the same
                           assumptions regarding future Salary and Plan Bonus as
                           is set forth in the proviso in Section 5.3 hereof. In
                           the event of a termination upon the death of
                           Employee, the Corporation shall pay for a period of
                           six (6) months after

<PAGE>

                           such death, on behalf of the Employee's surviving
                           dependents, the COBRA insurance premiums of such
                           dependents.

                  (5)      Termination Upon Disability. In the event of a
                           termination upon the Disability of Employee, the
                           Corporation shall pay to the Employee or any person
                           designated by the Employee, (i) during the first
                           month immediately after the termination of employment
                           due to such Disability, the Salary which would
                           otherwise by payable to the Employee and (ii) during
                           the second and third months immediately after the
                           termination of employment due to such Disability, the
                           difference between the Salary which would otherwise
                           be payable to the Employee and the disability
                           insurance payments received by Employee for such
                           period, using the same assumptions regarding future
                           Salary and Plan Bonus as is set forth in the proviso
                           in Section 5.3.

                  (6)      Definition of "For Cause". As used herein, the term
                           "For Cause" shall mean (i) Employee'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
                           lawful directive related to his employment
                           responsibilities hereunder which is not cured within
                           fifteen (15) days after notice, other than a
                           directive to relocate to an office of the Corporation
                           more than twenty five (25) miles from the office
                           where Executive is employed pursuant to this
                           Agreement, from the Chief Executive Officer or Board
                           of Directors of the Corporation consistent with
                           Employee's duties hereunder or (iii) breach of his
                           responsibilities under this Agreement.

                  (7)      Definition of "Failure to Perform". As used herein,
                           the term "Failure to Perform" shall mean that the
                           Pre-Tax Net Income is less than zero for any two
                           consecutive calendar quarters during the Employment
                           Term.

         (6)      Disability.

                  (1)      Definition. In the event the Employee is mentally or
                           physically incapable or unable to perform his regular
                           and customary duties of employment with the
                           Corporation for a period of seventy-five (75) days in
                           any one hundred twenty (120) day period during the
                           term, the Employee shall be deemed to be suffering
                           from a "Disability".

                  (2)      Payment During Disability. In the event the Employee
                           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
                           the Employee his Salary, Plan Bonus, if any, and
                           benefits during the continuance of such disability.

         (7)      Intentionally Omitted.

         (8)      Change in Control.

                  (1)      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; provided, however, that a Change in
                           Control shall not be deemed to have occurred if the
                           transaction or event which would otherwise trigger
                           the Change in Control was approved in advance by the
                           Board of Directors which Board of Directors was
                           comprised of a majority of Continuing Directors (as
                           such term is hereafter defined).

<PAGE>

                           (1)      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-five (35%) 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 of
                                    Directors.

                           (2)      Change in Board of Directors. The date when
                                    Continuing Directors cease to be a majority
                                    of the Directors then in office;

                           (3)      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 of directors
                                    or other governing body of such surviving
                                    entity;

                           (4)      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

                           (5)      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.

                  (2)      Termination Following Change in Control.

                           (1)      The Corporation will provide or cause to be
                                    provided to Employee the rights and benefits
                                    described in Section 8.3 if, within
                                    twenty-four months (24) following a Change
                                    in Control, the Corporation terminates the
                                    Employee's employment for reasons other than
                                    as a result of Employee's death.

                           (2)      The Corporation will provide or cause to be
                                    provided to Employee the rights and benefits
                                    described in Section 8.3 if, within
                                    twenty-four months (24) following a Change
                                    in Control, the Employee terminates the
                                    Employee's employment following the
                                    occurrence of any of the following events
                                    without Employee's written consent:

                                    (1)      the assignment of Employee to any
                                             duties or responsibilities that are
                                             inconsistent with his position,
                                             duties, responsibilities or status
                                             immediately preceding such Change
                                             in Control, or a change in his
                                             reporting responsibilities or
                                             position at the Corporation;
<PAGE>

                                    (2)      the failure to continue in effect
                                             the incentive plans, employee
                                             benefits plans and other
                                             compensation policies, practices
                                             and arrangement in which Employee
                                             participated immediately before the
                                             Change in Control, or the failure
                                             to continue Employee's
                                             participation on substantially the
                                             same basis, both in terms of the
                                             amount of benefit provided and the
                                             level of participation relative to
                                             other participants;

                                    (3)      the transfer of Employee to a
                                             location more than twenty-five (25)
                                             miles from his location at the time
                                             of the Change in Control, or a
                                             material increase in the amount of
                                             travel normally required by the
                                             Corporation of Employee in
                                             connection with his employment;

                                    (4)      the Corporation's failure to pay to
                                             Employee any portion of Employee's
                                             current compensation or to pay to
                                             Employee any portion of an
                                             installment or deferred
                                             compensation under any deferred
                                             compensation program of the
                                             Corporation within seven (7) days
                                             of the date such compensation is
                                             due;

                                    (5)      the Corporation's failure to
                                             continue to provide Employee with
                                             benefits substantially similar in
                                             the aggregate to those enjoyed by
                                             Employee under any of the
                                             Corporation's life insurance,
                                             medical, health and accident,
                                             disability, pension, retirement, or
                                             other benefit plans or practices in
                                             which Employee and Employee's
                                             eligible family members were
                                             eligible to participate in
                                             immediately preceding such Change
                                             in Control, the taking of any
                                             action by the Corporation that
                                             would directly or indirectly
                                             materially reduce any of such
                                             benefits, or the failure by the
                                             Corporation to provide Employee
                                             with the number of paid vacation
                                             days to which Employee is entitled
                                             on the basis of years of service
                                             with the Corporation in accordance
                                             with the Corporation's normal
                                             vacation policy in effect
                                             immediately preceding such Change
                                             in Control; or

                                    (6)      any material breach by the
                                             Corporation of any provision of
                                             this Agreement.

                  (3)      Payment on Change in Control. In the event of the
                           termination of Employee's employment under any of the
                           circumstances set forth in Section 8.2 ("Change in
                           Control Termination"), the Corporation and/or its
                           successor shall be obligated to pay to the Employee a
                           lump sum in an amount equal to his Salary and Plan
                           Bonus through the end of the stated Term of this
                           Agreement and all stock options previously granted to
                           the Employee shall automatically become vested and
                           immediately exercisable. For purposes of determining
                           the amount of Employee's Salary in future years, it
                           shall be assumed that the Pre-Tax Net Income of
                           $2,000,000 is achieved each year and for purposes of
                           determining the amount of Employee's Plan Bonus in
                           future years such Plan Bonus shall be equal to the
                           Plan Bonus, if any, paid to the Employee for the
                           calendar year immediately preceding the year in which
                           the Change in Control Termination occurred. The
                           payment of the above amount shall be made as soon as
                           practicable after the Change in Control Termination,
                           but in no event more than thirty (30) days after such
                           Change in Control Termination.

                  (4)      Certain Definitions. For purposes of this Section 8,
                           the following terms shall

<PAGE>

                           have the following meanings:

                           (1)      "Exchange Act" shall mean the Securities
                                    Exchange Act of 1934, as amended.

                           (2)      "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.

                           (3)      "Beneficial Owner" shall have the meaning
                                    given to such term in Rule 13d-3 under the
                                    Exchange Act.

                           (4)      "Continuing Directors" as used in this
                                    Agreement shall mean the persons who
                                    constitute the Board of Directors of the
                                    Corporation on the date hereof together with
                                    their successors whose nominations were
                                    approved by a majority of Continuing
                                    Directors.

         (9) Disclosure of Confidential Information.

                  (1)      The Employee hereby acknowledges that the principal
                           business of the Corporation is the production of
                           video and audio public relations materials for
                           distribution to news media and the distribution by
                           satellite or other means to television and radio
                           stations and news media services; distribution of
                           public relations text, audio and video to news media
                           and the general public via satellite, cassette,
                           Internet, wire or other means; distribution of press
                           releases by mail and facsimile; the maintenance of
                           databases of media contacts for and on behalf of
                           clients; analysis and written appraisal of public
                           relations and public affairs campaigns as determined
                           through press clipping review, either on paper, video
                           or audio tape or electronic database searches and
                           such other businesses as the Corporation may conduct
                           from time to time (the "Business"). Employee
                           acknowledges that he has knowledge of the Business
                           and has been 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. Employee 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, Employee will
                           not, at any time, during or after the term of this
                           Agreement, 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.
                           Employee agrees that all materials or copies thereof
                           containing confidential information of the
                           Corporation in Employee'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 Employee'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 Employee's
                           employment with the Corporation. After such delivery,
                           Employee shall

<PAGE>

                           not retain any such materials or copies thereof.

                  (2)      Employee 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 not patentable or copyrightable, which were
                           or are created, made, conceived or reduced to
                           practice by Employee or under Employee's direction or
                           jointly with others during Employee's employment by
                           the Corporation or during Employee's provision of
                           services as an independent contractor 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").

                  (3)      Employee also agrees to assign and, by executing this
                           Agreement, Employee does hereby assign, to the
                           Corporation (or to any person or entity designated by
                           the Corporation) all of the Employee'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
                           9(c) shall not apply to Developments which (i) do not
                           relate to the present or planned business or research
                           and development of the Corporation and (ii) are made
                           and conceived by the Employee: (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. Employee 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 9(c) shall be
                           interpreted not to apply to any invention which a
                           court rules and/or the Corporation agrees falls
                           within such class or classes. Employee also agrees to
                           waive all claims to moral and/or equitable rights in
                           any Developments.

                  (4)      Employee agrees to cooperate fully with the
                           Corporation, both during and after Employee'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. Employee 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. Employee further
                           agrees that if the Corporation is unable, after
                           reasonable effort, to secure Employee's signature on
                           any such papers, any executive officer of the
                           Corporation shall be entitled to execute any such
                           papers as Employee's agent and attorney-in-fact, and
                           Employee hereby irrevocably designates and appoints
                           each executive officer of the Corporation as
                           Employee's agent and attorney-in-fact to execute any
                           such papers on Employee'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.

                  (5)      The provisions of this Section 9 shall survive
                           Employee's employment

<PAGE>

                           hereunder for a period of five (5) years commencing
                           on the date this Agreement is terminated.

         (10)     Covenant Not To Compete.
                  (1)      Terms of Non-Compete.

                           (1)      In consideration of the payments to be made
                                    to Employee hereunder, particularly Section
                                    4.1(a), Employee 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 Employee agrees, and,
                                    accordingly, Employee 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:

                                    (1)      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

                                    (2)      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

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

                                    (4)      have an interest as an owner,
                                             lender, independent contractor,
                                             co-venturer, partner, participant,
                                             consultant, 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.

                           (2)      If any of the restrictions contained in this
                                    Section 10 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.

                           (3)      This Section 10 shall not be construed to
                                    prevent Employee from owning, directly and
                                    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.

                           (4)      Notwithstanding anything to the contrary set
                                    forth in this Section 10, after termination
                                    of Employment for any reason, (i) the
                                    Employee

<PAGE>

                                    may act as a news reporter or manager for an
                                    entity whose primary function is journalism;
                                    (ii) the Employee 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 (iii) the
                                    Employee may act as an account executive or
                                    manager at a public relations agency
                                    directly serving that agency's clients.
                                    Notwithstanding the prior sentence, however,
                                    the Employee 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, satellite
                                    media tours and related Internet services
                                    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.

                           (5)      The term "Restricted Period," as used in
                                    this Section 10 shall mean the later of: (i)
                                    the Term of this Agreement plus one (1)
                                    year; and (ii) December 16, 2004; provided,
                                    however, that in the event that the Employee
                                    ceased to be employed by the Corporation
                                    within twenty- four (24) months after a
                                    Change in Control as a result of a Change in
                                    Control Termination, then the Restricted
                                    Period shall terminate upon the date of the
                                    Change in Control Termination. Employee
                                    acknowledges that the Corporation markets
                                    its business worldwide and therefore the
                                    term "Territory" as used herein shall mean
                                    the entire world.

<PAGE>

                           (6)      Employee does hereby agree that he will not
                                    make, or cause to be made, any statement,
                                    comment or remark which would reasonably be
                                    construed or intended to disparage,
                                    criticize or denigrate the Corporation or
                                    any of its current or former officers or
                                    directors.

                           (7)      The Corporation does hereby agree that none
                                    of the members of senior management will
                                    make, or cause to made, any statement,
                                    comment or remark which would reasonably be
                                    construed or intended to disparage,
                                    criticize or denigrate the Employee;
                                    provided, however, that members of senior
                                    management, shall be permitted, in the
                                    context of an internal performance review of
                                    the Employee to be critical of such
                                    Employee's performance.


                  (2)      Agreement Not to Compete. As part of the sale of
                           substantially all of the assets of Corporate TV
                           Group, Inc. to the Corporation in June 1997, the
                           Employee entered into a Non-Compete Agreement, dated
                           as of June 16, 1997 with the Corporation (the "1997
                           Non-Compete Agreement") and agreed to be bound by the
                           terms and provisions thereof through December 16,
                           2004. As an inducement for the Corporation to enter
                           into this Agreement, the Employee hereby agrees to
                           extend the Restricted Period, as defined in the 1997
                           Non-Compete Agreement through the later of: (i) the
                           Term of this Agreement plus one (1) year; and (ii)
                           December 16, 2004; provided however, that in the
                           event that the Employee ceases to be employed by the
                           Corporation within twenty-four (24) months after a
                           Change in Control as a result of a Change in Control
                           Termination, then the Restricted Period shall
                           terminate upon the date of the Change in Control
                           Termination. In the event that this provision is held
                           to be unenforceable by a court of competent
                           jurisdiction, then the provisions of the 1997
                           Non-Compete Agreement shall continue to apply as well
                           as the provisions of Sections 10.1 and 10.3 of this
                           Agreement. To the extent that there is a conflict
                           between the terms of this Section 10.2 and the terms
                           of Section 10.1, the terms of this Section 10.2 shall
                           control.

                  (3)      Survival. The provisions of this Section 10 shall
                           survive the termination of Employee's employment
                           hereunder and until the end of the Restricted Periods
                           as provided in Sections 10.1 (e) and 10.2 hereof.

         (11)     Rights and Remedies Upon Breach of Sections 9 or 10.

                  (1)      Return of Benefits. If the Employee breaches, or
                           threatens to commit a breach of, any of the
                           provisions of Sections 9 or 10 (the "Restrictive
                           Covenants"), the Corporation shall have the right and
                           remedy to require the Employee 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 the Employee
                           shall account for and pay over such Benefits to the
                           Corporation and if specifically set forth in a
                           judgment the right and remedy to require the Employee
                           to forfeit his right to receive compensation
                           remaining to be paid to him pursuant to Section 4 of
                           this Agreement. In addition, if the Employee breaches
                           or threatens to commit a breach of any of the
                           Restrictive Covenants, (i) the Employee's unvested
                           stock options shall immediately lapse and (ii) the
                           Corporation shall have the right to purchase from the
                           Employee the Employee'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 or if such amount is less than zero,
                           then $.01 per option share. The Corporation may set
                           off any amounts due to the Corporation under this
                           Section 11.1 against any amounts owed to the Employee
                           by the Corporation.

<PAGE>

                  (2)      Injunctive Relief. Employee 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,
                           Employee agrees that any breach or threatened breach
                           by him of Sections 9 or 10 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 Employee
                           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.

         (12)     Disclosure of Conflicts of Interest; Abstention from
                  Speculation in Securities of the Corporation or Clients.

                  (1)      Conflicts of Interest; Speculation in Securities.

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

                                    While the Employee is employed by the
Corporation, the Employee shall abstain from any direct or indirect acquisition
of securities of (i) the Corporation, except as offered by the Corporation to
the Employee as incentives, bonuses or options, or (ii) the Corporation's
clients or customers, except, for purposes of clauses (i) and (ii), as may be
specifically approved in writing by the Corporation upon the Employee's prior
written request; and (iii) from divulging or appropriating to the Employee'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.

                  (2)      General Requirements. The Employee shall observe such
                           lawful policies of the Corporation as may from
                           time-to-time apply.

                  (3)      Insider Trading. Considering that the Corporation is
                           a publicly-traded corporation, the Employee hereby
                           agrees that the Employee shall comply with 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.

<PAGE>

                  (4)      Limited Lock-Up. Considering that the Corporation's
                           securities are thinly traded and that a sale of a
                           large block of stock significantly depresses the
                           price of the Corporation's securities, the Employee
                           hereby agrees not to sell shares of the Corporation's
                           common stock, $.01 par value per share, representing
                           more than: (i) 25% of the Corporation's average daily
                           trading volume over the prior 30 trading days in any
                           week, nor (ii) 100% of the Corporation's average
                           daily trading volume over the prior 30 trading days
                           in any 30-day period. Notwithstanding the foregoing,
                           the Employee shall comply with any and all federal
                           and state securities laws.

         (13)     Miscellaneous.

                  (1)      Assignment. The Employee may not assign or delegate
                           any of his rights or duties under this Agreement.

                  (2)      Life Insurance. The Corporation shall have the right
                           (but not the obligation) to purchase ordinary or term
                           life insurance on the life of the Employee; any such
                           life insurance and any policy evidencing the same
                           shall be owned by, and shall be for the benefit of,
                           the Corporation. The Employee shall cooperate in all
                           respects in the securing of such insurance.

                  (3)      Consulting Services. Notwithstanding anything
                           contained herein to the contrary, the Employee shall
                           be permitted during the Employment Term to perform
                           consulting services provided that such services do
                           not compete with the then current Business of the
                           Corporation. The Corporation shall have the right,
                           not more than once in any ninety (90) day period, and
                           upon three (3) days advance notice to the Employee
                           during normal business hours, to review the scope of
                           work and services that the Employee's consulting
                           business is, was or will be, performing for its
                           clients to determine whether such consulting services
                           compete with the then current Business of the
                           Corporation.

                  (4)      General Obligations. The Employee hereby agrees to:
                           (i) promptly report all transactions in the
                           Corporation's securities to the Chief Financial
                           Officer of the Corporation, and (ii) file, or cause
                           to be filed, all reports required by federal and
                           state securities laws in a timely and accurate
                           manner.

                  (5)      Earn-Out. This Agreement does not amend, modify or
                           otherwise affect the provisions of the Asset Purchase
                           Agreement, dated as of June 16, 1997, by and among
                           the Corporation, the Employee and Corporate TV Group,
                           Inc.

                  (6)      Entire Agreement. This Agreement constitutes and
                           embodies the full and complete understanding and
                           agreement of the parties with respect to the
                           Employee's employment by the Corporation, and with
                           the exception of the Confidentiality Agreement and
                           the Non-Compete Agreement, supersedes all prior
                           understandings and agreements, including employment
                           agreements, if any, whether oral or written, between
                           the Employee and the Corporation regarding employment
                           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.

                  (7)      Binding Effect. This Agreement shall inure to the
                           benefit of, be binding upon and enforceable against,
                           the parties hereto and their respective successors
                           and

<PAGE>

                           permitted assigns.

                  (8)      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.

                  (9)      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 below
                           or to such other address as either party may
                           hereafter give notice of in accordance with the
                           provisions hereof:

                  If to the Corporation:

                  Medialink Worldwide Incorporated
                  708 Third Avenue
                  New York, NY 10017
                  Attention:  Mr. Laurence Moskowitz

                  With a copy to:

                  Tashlik, Kreutzer, Goldwyn & Crandell, P.C.
                  40 Cuttermill Road, Suite 200
                  Great Neck, NY 11021
                  Attention: Theodore Wm. Tashlik, Esq.

                  If to the Employee:

                  Mr. Richard Frisch
                  1130 Park Avenue
                  New York, NY 10028

                  With a copy to:

                  Goetz Fitzpatrick Most & Bruckman, LLP
                  One Penn Plaza
                  New York, NY 10119
                  Attention:  Jack L. Most, Esq.

                  (10)     Governing Law. This Agreement shall be governed by,
                           enforced 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 Supreme Court, as the case may be,
                           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 or
                           Nassau 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.

<PAGE>

                  (11)     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. All documents and signatures required
                           hereunder may be delivered or exchanged by telecopy
                           and telecopied signatures shall be effective as
                           originals thereof.

<PAGE>



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

                        MEDIALINK WORLDWIDE INCORPORATED


                                         By: /s/ Laurence Moskowitz
                                             -------------------------
                                             Name: Laurence Moskowitz
                                             Title: President


                                             /s/ Richard Frisch
                                             -------------------------
RICHARD FRISCH


</TEXT>
</DOCUMENT>
