10-Q

United States Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 0-21989

Medialink Worldwide Incorporated

(Exact name of registrant as specified in its charter)

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

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

(212) 682-8300

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x

The number of shares of the issuer's common stock outstanding as of October 31, 2008, was 6,428,059.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands of dollars, except share and per-share amounts)

	September 30,			December 31,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	7,113		$	11,604
Accounts receivable, net of allowance for doubtful accounts of $105 and $150		2,906			4,551
Prepaid expenses		300			450
Prepaid and refundable taxes		1,308			743
Deferred income taxes		-			169
Other current assets		119			91
Current assets of discontinued operations		-			1,611
Total current assets		11,746			19,219
Property and equipment - net		1,338			2,574
Goodwill		-			3,429
Deferred income taxes		-			217
Other assets		682			738
Non-current assets of discontinued operations		-			1,968
Total assets	$	13,766		$	28,145
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	1,211		$	1,836
Accrued expenses and other current liabilities		3,327			4,198
Current liabilities of discontinued operations		-			1,292
Total current liabilities		4,538			7,326
Convertible debentures, net of unamortized discount of $257 and $422		4,093			3,928
Other long-term liabilities		434			720
Non-current liabilities of discontinued operations		-			45
Total liabilities		9,065			12,019
Commitments and contingencies
Stockholders' Equity:
Series A Preferred stock: $.01 par value, authorized 50,000 shares; none issued and outstanding		-			-
Common stock: $.01 par value, authorized 15,000,000 shares; issued 6,529,180 shares in 2008 and 2007		65			65
Additional paid-in capital		28,689			28,490
Accumulated deficit		(23,394	)		(11,826	)
Accumulated other comprehensive loss		(316	)		(260	)
Common stock in treasury (at cost, 101,121 shares)		(343	)		(343	)
Total stockholders' equity		4,701			16,126
Total liabilities and stockholders' equity	$	13,766		$	28,145

See notes to unaudited consolidated financial statements

2

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per-share amounts)

	For the nine months ended						For the three months ended
	September 30,						September 30,
	2008			2007			2008			2007
Revenues	$	16,927		$	22,173		$	5,260		$	7,345
Operating expenses:
Direct costs		6,620			9,880			1,886			3,140
Selling, general, and administrative expenses		13,241			15,282			4,031			5,062
Depreciation and amortization		855			883			240			297
Goodwill impairment		3,429			-			-			-
Other impairment charges		605			-			-			-
Charge for exit activities		170			-			51			-
Total operating expenses		24,920			26,045			6,208			8,499
Operating loss		(7,993	)		(3,872	)		(948	)		(1,154	)
Interest income (expense) - net		(399	)		54			(151	)		(7	)
Loss from continuing operations before taxes		(8,392	)		(3,818	)		(1,099	)		(1,161	)
Income tax provision (benefit)		(150	)		(937	)		5			(299	)
Loss from continuing operations		(8,242	)		(2,881	)		(1,104	)		(862	)
Income (loss) from discontinued operations, net of tax		(3,326	)		441			113			(731	)
Net loss	$	(11,568	)	$	(2,440	)	$	(991	)	$	(1,593	)
Net loss	$	(11,568	)	$	(2,440	)	$	(991	)	$	(1,593	)
Other comprehensive income (loss)		(56	)		89			(40	)		53
Comprehensive loss	$	(11,624	)	$	(2,351	)	$	(1,031	)	$	(1,540	)
Basic and diluted income (loss) per common share:
Loss from continuing operations	$	(1.28	)	$	(0.45	)	$	(0.17	)	$	(0.13	)
Income (loss) from discontinued operations		(0.52	)		0.07			0.02			(0.12	)
Net loss	$	(1.80	)	$	(0.38	)	$	(0.15	)	$	(0.25	)
Weighted average number of common shares:
Basic and diluted		6,428			6,380			6,428			6,415

See notes to unaudited consolidated financial statements

3

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands of dollars)

	For the nine months ended
	September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(11,568	)	$	(2,440	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		855			883
Deferred income taxes		386			589
Loss (income) from discontinued operations		3,326			(441	)
Goodwill impairment		3,429			-
Other impairment charges		605			-
Other		602			533
Changes in operating assets and liabilities:
Accounts receivable		1,502			(237	)
Prepaid expenses and other assets		47			718
Prepaid and refundable taxes		(565	)		(4,035	)
Accounts payable and accrued expenses		(1,425	)		(1,294	)
Other liabilities		(349	)		(313	)
Net cash used in operating activities of discontinued operations		(569	)		(1,843	)
Net cash used in operating activities		(3,724	)		(7,880	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(225	)		(793	)
Proceeds (expenditures) on sale of businesses		(192	)		4,513
Net cash used in investing activities of discontinued operations		(335	)		(285	)
Net cash provided by (used in) investing activities		(752	)		3,435
CASH FLOWS FROM FINANCING ACTIVITIES - Proceeds from the issuance of common stock in connection with the exercise of stock options and warrants		-			266
Net decrease in cash and cash equivalents		(4,476	)		(4,179	)
Effect of exchange rate changes on cash and cash equivalents		(15	)		25
Cash and cash equivalents at the beginning of period		11,604			16,624
Cash and cash equivalents at end of period	$	7,113		$	12,470

See notes to unaudited consolidated financial statements

4

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of dollars, except per-share amounts)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Medialink Worldwide Incorporated and its subsidiaries (the “Company”), which have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles, should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. The Company believes that all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation have been included in the financial statements. The operating results of any quarter are not necessarily indicative of the results for the entire year or any future period.

In August 2008, the Company transferred its 76% ownership interests in its digital video monitoring services business (see Note 3). The accompanying unaudited consolidated financial statements reflect this business as a discontinued operation in all periods presented. Accordingly, prior period financial statements have been reclassified to reflect the financial position, results of operations, and cash flows of this business separately from continuing operations. Certain other prior-period amounts in the accompanying financial statements have been reclassified to conform to the 2008 presentation.

2. Subsequent Events

On October 1, 2008, the Company sold the client list of Medialink UK Limited (“Medialink UK”), its UK-based media communications services subsidiary, to World Television Group plc (“World”). Under the terms of the agreement, the Company will receive from World a percentage of the gross profit derived from certain Medialink UK client revenue for a period of eighteen months from the closing date. In contemplation of this transaction, the Company began winding down the operations of Medialink UK in August 2008, upon conclusion of which the Company will no longer maintain an operation in the United Kingdom.

On October 6, 2008, the Company entered into Amendment and Waiver Agreements (the “Amendments”) with each of the holders (the “Debenture Holders”) of the Company’s Variable Rate Convertible Debentures due November 9, 2009 (the “Debentures”). Under the terms of the Amendments, the Company made a $2,000 payment to the Debenture Holders, $1,700 of which was applied to principal outstanding and $300 of which satisfies the Company’s future interest obligations on the Debentures for the fifteen-month period following the payment date. The Company also amended the exercise price from $3.99 to $0.50 on 524,637 warrants to purchase the Company’s common stock held by the Debenture Holders. In exchange for the foregoing, the maturity date of the remaining principal balance of the Debentures of $2,650 was extended to June 30, 2010, and certain definitions relating to events of default under the Debentures were modified. In addition, simultaneous with the execution of the Amendments, the Company and the Debenture Holders entered into a Security Agreement pursuant to which the Company granted the Debenture Holders a security interest in the Company’s assets. The Company expects to incur a loss on extinguishment in the fourth quarter of 2008 of approximately $119 in connection with the prepayment of principal on the Debentures.

3. Discontinued Operations

On August 29, 2008, the Company transferred its 76% ownership interests in TTX (US) LLC and TTX Limited (collectively, “Teletrax”), the two subsidiaries that comprised the Company’s digital video monitoring services business, to Philips Electronics North America Corporation and Koninklijke Philips Electronics N.V. (collectively, “Philips”), respectively. Prior to the transaction, Philips held a 24% ownership interest in each of the Teletrax entities, and upon closing of the transaction Philips owns 100% of the Teletrax entities. The Company has no further involvement in the digital video monitoring services business and no further funding obligations for Teletrax.

5

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued

In exchange for the ownership interests in Teletrax, Philips reimbursed the Company approximately $284 for net operating costs incurred prior to closing and $129 for cash balances transferred at closing, and the Company reimbursed Philips approximately $468 representing an adjustment related to working capital, resulting in a payment by the Company of $55 to Philips, which was paid in November 2008.

Pursuant to its agreement with Philips, the Company agreed to indemnify Philips for breaches of certain standard representations and warranties for a period of eighteen months following closing, except for indemnification obligations for representations and warranties related to organization and authorization matters, which survive indefinitely. The Company’s potential liability for such indemnification obligations is not triggered until damages incurred by Philips from any such breach of representations and warranties exceed $50. In such event, the Company will be liable for all such damages incurred, with the Company’s total liability limited to $1,500 in the aggregate. The Company also agreed to indemnify Philips indefinitely for certain tax and employee matters, for which there is no limit on potential liability. No amount has been recognized in connection with such potential indemnification obligations.

In September 2006, the Company sold the assets of U.S. Newswire, its wire distribution and photography services division. In February 2007, the sale price of U.S. Newswire was finalized and determined to be $22,577. The Company received additional cash proceeds in February 2007 totaling $4,427, of which $3,307 represented additional sale price received directly from the buyer, $1,000 represented the release of an escrow balance representing deferred purchase price at closing, and $120 represented an adjustment for additional working capital.

The results of operations of Teletrax, the estimated gain on the disposal of Teletrax, and the additional gain on the sale of U.S Newswire are presented as discontinued operations in the accompanying unaudited consolidated statements of operations as follows:

	Nine months ended September 30,						Three months ended September 30,
	2008			2007			2008			2007
Revenues	$	3,274		$	2,355		$	804		$	879
Loss from operations before income taxes	$	(3,750	)	$	(3,063	)	$	(311	)	$	(1,009	)
Income tax benefit		(12	)		(886	)		(12	)		(278	)
Loss from operations		(3,738	)		(2,177	)		(299	)		(731	)
Gain on sale before income taxes		424			4,513			424			-
Income tax expense		12			1,895			12			-
Gain on sale of division		412			2,618			412			-
Income (loss) from discontinued operations	$	(3,326	)	$	441		$	113		$	(731	)

At December 31, 2007, the current assets of Teletrax reported as a discontinued operation consisted of $1,128 of cash, $414 of accounts receivable, and $69 of prepaid expenses; the long-term assets of $1,968 consisted entirely of property and equipment; the current liabilities consisted of $350 of accounts payable and $942 of accrued expenses; the non-current liabilities of $45 consisted entirely of deferred revenue.

6

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued

4. Goodwill

As a result of the Company’s planned actions with regard to Teletrax (see Note 3) and Medialink UK (see Note 2), and the continued decline in the US-based media communications services business, the Company determined that its goodwill, all of which related to the media communication services business, should be tested for impairment prior to the annual testing date of September 30 in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” Based on the Teletrax and Medialink UK transactions resulting in the Company having a single operating segment, the determination of fair value for purposes of the goodwill impairment test was based on quoted market prices for the Company’s common stock. Based on this goodwill impairment test, the Company determined that the carrying value of its goodwill exceeded its fair value. Accordingly, the Company incurred a goodwill impairment charge of $3,429 as of June 30, 2008, resulting in no goodwill remaining as of that date.

5. Other Impairment Charges

Based on the Company’s planned actions with regard to Teletrax and Medialink UK, and other market factors related to both Teletrax and Medialink UK, the Company determined that the carrying value of the long-lived assets used in these businesses was not recoverable and exceeded the fair value of such assets. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company recognized impairment charges as of June 30, 2008, totaling $2,413, which consisted of an impairment charge of $1,808 related to Teletrax property and equipment, which is included as a component of the loss from operations of discontinued operations (see Note 3), and an impairment charge of $605 related to Medialink UK property and equipment.

6. Earnings (Loss) per Share

Basic earnings (loss) per share of common stock is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding. There were no reconciling items to net income (loss) to arrive at income (loss) available to common stockholders for the year-to-date and quarterly periods ended September 30, 2008 and 2007. Diluted earnings (loss) per share of common stock is computed by giving effect to all dilutive potential common shares. The number of shares used in the calculation of diluted earnings (loss) per share for the periods ended September 30, 2008 and 2007, excluded incremental shares related to stock options and warrants and incremental shares related to convertible debentures as follows:

	Nine months ended September 30,				Three months ended September 30,
	2008		2007		2008		2007
Shares related to stock options and warrants		329		324,849		-		181,612
Shares related to convertible debentures		1,074,074		1,091,294		1,074,074		1,074,074

All such incremental shares were excluded from the calculation of diluted earnings (loss) per share due to their antidilutive effect on income from continuing operations.

7. Exit Activities

In January 2008, the Company completed a plan to vacate a portion of its facility in New York (the “2008 Q1 Plan”). The results of operations for the nine months ended September 30, 2008, include a charge of $147 related to the 2008 Q1 Plan, which consisted entirely of costs associated with a contractual lease obligation. In addition, during 2006 the Company initiated and completed two separate exit activities in connection with the sale of U.S. Newswire (the “2006 Q3 Plan” and the “2006 Q4 Plan”) and in September 2003 initiated and completed an exit activity relating to one of its office locations in Norwalk, CT (the “2003 Plan”). The remaining liability for future payments for these plans and the amounts charged against the liability were as follows:

7

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued

	Total			2003 Plan			2006 Q3 Plan			2006 Q4 Plan			2008 Q1 Plan
Balance at January 1, 2008	$	132		$	22		$	56		$	54
Charge for exit activities		147			-			-			-		$	147
Facility closure cost payments		(230	)		(22	)		(56	)		(38	)		(114	)
Adjustment to liability		23			-			-			23			-
Balance at September 30, 2008	$	72		$	-		$	-		$	39		$	33

The adjustment to the liability for the 2006 Q4 Plan resulted from a change in estimate of the Company’s future building lease obligations. All remaining liabilities for exit activities at September 30, 2008, pertain to facility closure costs.

The Company commenced winding down Medialink UK in anticipation of the sale of its client list (see Note 2). Accordingly, the Company plans to complete certain exit activities in the fourth quarter of 2008, which include terminating 17 employees and vacating its facility in London. The Company will incur a charge in future periods upon completion of this plan that will be included in the results of operations from discontinued operations. The current estimate of such charge is approximately $1,400, of which $450 relates to estimated employee termination costs for UK-based employees and $950 relates to estimated closure costs including contractual lease obligations.

8. Stock Options

The Company administers two stock option plans, one covering employees and other eligible participants (the “Employee Plan”) and one covering members of its board of directors (the “Directors’ Plan”). At September 30, 2008, 1,163,172 and 179,400 shares remained available for the issuance of stock options under the Employee Plan and the Directors’ Plan, respectively.

During the first nine months of 2008, the Company granted 21,000 stock options under the Employee Plan, of which 15,000 that vest ratably over a four-year period were granted to an employee and 6,000 that vest ratably over a three-year period were granted to non-employee directors of the Company’s Teletrax subsidiaries. During the first nine months of 2008, the Company granted 24,000 stock options under the Directors’ Plan to non-employee directors, all of which vest ratably over a three-year period.

The following weighted average assumptions were used in calculating the fair value of stock options granted under the Employee Plan and the Directors’ Plan during the nine months ended September 30, 2008:

	Employee Plan			Directors’ Plan
Expected term		3.82			3.81
Expected volatility		.5818			.5630
Expected dividends		0	%		0	%
Risk-free interest rate		3.00	%		3.63	%

For the nine months ended September 30, 2008 and 2007, the Company recognized $199 and $267, respectively, of compensation expense related to stock options. For the three months ended September 30, 2008 and 2007, the Company recognized $23 and $98, respectively, of compensation expense related to stock options. Such amounts were based on the fair value of the stock options at the grant date. The Company did not recognize any tax benefit related to the stock-based compensation expense incurred during the nine and three months ended September 30, 2008 and 2007, respectively.

8

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued

Information relating to activity in the Employee Plan for the nine months ended September 30, 2008, is summarized in the following table. All stock option grants included in the following table had exercise prices equal to the market price on the grant date.

	Number of shares			Weighted Average Exercise Price		Weighted Average Fair Value		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Options outstanding at January 1, 2008		762,080		$	4.83
Options granted		21,000		$	2.86	$	1.32
Options forfeited and expired		(234,990	)	$	5.60
Options outstanding at September 30, 2008		548,090		$	4.42			$	0		6.58
Options exercisable at September 30, 2008		327,410		$	4.43			$	0		5.40

Information relating to activity in the Directors’ Plan for the nine months ended September 30, 2008, is summarized in the following table. All stock option grants included in the following table had exercise prices equal to the market price on the grant date.

	Number of shares			Weighted Average Exercise Price		Weighted Average Fair Value		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Options outstanding at January 1, 2008		240,600		$	5.11
Options granted		24,000		$	4.25	$	1.94
Options forfeited and expired		(47,400	)	$	7.25
Options outstanding at September 30, 2008		217,200		$	4.55			$	0		6.05
Options exercisable at September 30, 2008		163,200		$	4.60			$	0		5.20

Compensation expense related to non-vested stock options under both the Employee Plan and the Directors’ Plan that was not recognized as of September 30, 2008, totaled $444 and is expected to be recognized over a weighted average period of 2.2 years. During the nine months ended September 30, 2007, the Company received $82 from the exercise of stock options. No options were exercised during the nine months ended September 30, 2008. The Company has a policy of issuing new shares of common stock upon the exercise of stock options.

9

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued

9. Supplemental Cash Flow Information:

Cash paid for interest and income taxes during the nine months ended September 30, 2008 and 2007, was as follows:

	2008		2007
Interest paid	$	321	$	327
Income taxes paid – net	$	29	$	1,592

Non-cash investing and financing activities for the nine months ended September 30, 2007, consisted entirely of the conversion of $650 of convertible debentures into 160,494 shares of the Company’s common stock. There were no such non-cash investing and financing activities for the nine months ended September 30, 2008.

10. Operating Segment Information

The Company’s sole reportable segment as of September 30, 2008, is the media communications services business, which consisted of an aggregation of two operating segments – the Company’s US-based media communications services business and Medialink UK, the latter of which is being wound down (see Note 2). The Company measures profit or loss of its operating segments based on operating income exclusive of any goodwill impairment charges (see Note 4), other impairment charges (see Note 5), or charges for exit activities (see Note 7). Operating segment information relating to the Company’s results of continuing operations was as follows:

	Nine months ended September 30,						Three months ended September 30,
	2008			2007			2008			2007
Revenues:
US-based media communications services	$	14,660		$	15,629		$	4,984		$	4,894
UK-based media communications services		2,267			6,544			276			2,451
Total	$	16,927		$	22,173		$	5,260		$	7,345
Operating income (loss):
US-based media communications services	$	564		$	487		$	550		$	90
UK-based media communications services		(1,001	)		(243	)		(450	)		60
Total		(437	)		244			100			150
Corporate and other business activities		(3,352	)		(4,116	)		(997	)		(1,304	)
Goodwill impairment		(3,429	)		-			-			-
Other impairment charges		(605	)		-			-			-
Charges for exit activities		(170	)		-			(51	)		-
Interest income (expense) - net		(399	)		54			(151	)		(7	)
Loss from continuing operations before taxes	$	(8,392	)	$	(3,818	)	$	(1,099	)	$	(1,161	)

10

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued

Operating segment information related to the Company’s assets was as follows:

	September 30,		December 31,
	2008		2007
Total assets:
US-based media communications services	$	4,011	$	8,234
UK-based media communications services		1,137		3,171
Corporate and other business activities		8,618		13,161
Discontinued operations		-		3,579
Total	$	13,766	$	28,145

11. Common Stock Listing

In July 2008, the Company transferred the listing of its common stock from the Nasdaq Global Market to the Nasdaq Capital Market.

In August 2008, the Company received notice from the Nasdaq Stock Market that for a period of thirty consecutive business days the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing in accordance with the Marketplace Rule 4310(c)(4). In accordance with Nasdaq Marketplace Rule 4310(c)(8)(D), the Company has been provided with a grace period of 180 days to regain compliance. During this grace period, the Company’s common stock continues to be listed on the Nasdaq Stock Market.

In October 2008, the Company received notice from the Nasdaq Stock Market that the $1.00 per share minimum bid price requirement for continued listing had been temporarily suspended through January 19, 2009. Accordingly, the Company’s grace period has been extended through May 18, 2009.

11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements made in this Quarterly Report on Form 10-Q are “forward looking” statements (within the meaning of the Private Securities Litigation Reform Act of 1995, as amended). Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those set forth in the forward-looking statements. See Part II Item 1A “Risk Factors” below and Item I Part 1A in the Company’s annual report on Form 10-K for the year ended December 31, 2007, for a description of certain factors that might cause such a difference.

In August 2008, the Company transferred its ownership interests in TTX (US) LLC and TTX Limited (collectively, “Teletrax”), the two subsidiaries that comprised the Company’s digital video monitoring services business, to Philips Electronics North America Corporation and Koninklijke Philips Electronics N.V. (collectively, “Philips”), respectively.

In October 2008, the Company sold the client list of Medialink UK Limited (“Medialink UK”), its UK-based media communications services subsidiary, to World Television Group plc (“World”). In contemplation of this transaction, the Company began winding down the operations of Medialink UK in August 2008.

The unaudited consolidated financial statements contained in this Form 10-Q reflect Teletrax as a discontinued operation and include Medialink UK as a component of continuing operations. The following discussion and analysis (in thousands of dollars) should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto.

Results of Operations

Nine months ended September 30, 2008, compared to nine months ended September 30, 2007

Revenues for the nine months ended September 30, 2008, decreased by $5,246, or 23.7%, as compared to the 2007 period. Revenues from the Company’s US-based media communications services business decreased by $969, or 6.2%. Revenues in the 2008 and 2007 periods include $466 and $631, respectively, of service revenues recognized under a minimum commitment arrangement for which no services were provided. Revenues from Medialink UK decreased by $4,277, or 65.4%, as a result of a decline in business and winding down this operation during the period.

Direct costs decreased by $3,260 in the first nine months of 2008, and as a percentage of revenue decreased to 39.1% from 44.6% in the comparable 2007 period. The decrease as a percentage of revenue was primarily the result of certain cost cutting initiatives in the US-based media communications services business.

Selling, general, and administrative (“SG&A”) expenses in the first nine months of 2008 decreased by $2,041 as compared to the 2007 period, but as a percentage of revenue increased to 78.2% from 68.9%. SG&A expenses decreased by $808 in Medialink UK as a result of cost reductions achieved and the winding down of the business. SG&A expenses decreased by $1,233 in the remaining business from a decrease in payroll costs as a result of headcount reductions, a decrease in occupancy costs as a result of consolidating certain offices, and lower marketing costs incurred in the 2008 period.

As a result of the Company’s planned actions with regard to Teletrax and Medialink UK, and the continued decline in the US-based media communications services business, the Company determined that its goodwill, all of which related to the media communications services business, should be tested for impairment prior to the annual testing date of September 30. Based on this goodwill impairment test, the Company determined that the carrying value of its goodwill exceeded its fair value. Accordingly, the Company incurred a goodwill impairment charge of $3,429 as of June 30, 2008, resulting in no goodwill remaining as of that date.

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Based on the Company’s planned actions with regard to Teletrax and Medialink UK, and other market factors related to both Teletrax and Medialink UK, the Company determined that the carrying value of the long-lived assets used in these businesses was not recoverable and exceeded the fair value of such assets. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company recognized impairment charges as of June 30, 2008, totaling $2,413, which consisted of an impairment charge of $605 related to Medialink UK property and equipment and an impairment charge of $1,808 related to Teletrax property and equipment, which is included as a component of the loss from operations of discontinued operations.

The Company had an operating loss of $7,993 in the first nine months of 2008 as compared to an operating loss of $3,872 in the comparable period in 2007.

The Company had net interest expense of $399 in the first nine months of 2008, as compared to net interest income of $54 in the 2007 period. This increase in net interest expense is due primarily to a reduction in interest income earned as a result of the Company’s declining cash balances.

On August 29, 2008, the Company transferred its ownership interests in Teletrax to Philips. Upon consummation of the transaction, the Company has no further involvement in the digital video monitoring services business and no further funding obligations for Teletrax. In exchange for the ownership interests in Teletrax, Philips reimbursed the Company approximately $284 for net operating costs incurred prior to closing and $129 for cash balances transferred at closing, and the Company reimbursed Philips approximately $468 representing an adjustment related to working capital, resulting in a payment by the Company of $55 to Philips, which was paid in November 2008. The results of operations for the nine months ended September 30, 2008, included a loss from discontinued operations of $3,326 related to Teletrax, which consisted of a loss from operations of $3,738 and a gain on disposal of $412.

In February 2007, the sale price of U.S. Newswire, the Company's wire distribution and photography services business that was sold in September 2006, was finalized and determined to be $22,577. The Company received additional cash proceeds in February 2007 totaling $4,427, of which $3,307 represented additional sale price received directly from the buyer, $1,000 represented the release of an escrow balance representing deferred purchase price at closing, and $120 represented an adjustment for additional working capital. The results of operations for the nine months ended September 30, 2007, included income from discontinued operations of $441, which consisted of a loss from operations of Teletrax of $2,177 and a gain on the sale of U.S. Newswire, net of tax, of $2,618.

Three months ended September 30, 2008, compared to three months ended September 30, 2007

Revenues for the three months ended September 30, 2008, decreased by $2,085, or 28.4%, as compared to the 2007 period. Revenues from the Company’s US-based media communications services business increased by $90, or 1.8%. Revenues in the 2008 and 2007 periods include $466 and $631, respectively, of service revenues recognized under a minimum commitment arrangement for which no services were provided. Revenues from Medialink UK decreased by $2,175, or 88.7%, as a result of winding down this operation during the period.

Direct costs decreased by $1,254 in the third quarter of 2008, and as a percentage of revenue decreased to 35.9% from 42.8% in the comparable 2007 quarter. The decrease as a percentage of revenue was primarily the result of certain cost cutting initiatives in the US-based media communications services business.

SG&A expenses in the third quarter of 2008 decreased by $1,031 as compared to the 2007 period, but as a percentage of revenue increased to 76.6% from 68.9%. SG&A expenses decreased by $371 in Medialink UK as a result of cost reductions achieved and the winding down of the business. SG&A expenses decreased by $660 in the remaining business from a decrease in payroll costs as a result of headcount reductions, a decrease in occupancy costs as a result of consolidating certain offices, and lower marketing costs incurred in the 2008 period.

The Company had an operating loss of $948 in the third quarter of 2008 as compared to an operating loss of $1,154 in the comparable quarter in 2007.

The Company had net interest expense of $151 in the third quarter of 2008, as compared to net interest expense of $7 in the 2007 quarter. This increase in net interest expense is due primarily to a reduction in interest income earned as a result of the Company’s declining cash balances.

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The results of operations for the three months ended September 30, 2008, included income from discontinued operations of $113 related to Teletrax, which consisted of a loss from operations of $299 and a gain on disposal of $412. The results of operations for the three months ended September 30, 2007, included a loss from discontinued operations of $731, which represented a loss from operations for Teletrax.

Financial Condition

The Company continues to finance its operations and capital investment requirements from its existing cash balances, which totaled $7,113 at September 30, 2008. Working capital in the first nine months of 2008 decreased by $4,685 primarily as a result of the Company funding operating losses and capital investments for both continuing operations and discontinued operations during the period.

Cash flows from operating activities of continuing operations increased by $2,882 during the first nine months of 2008 as compared to the comparable period in 2007 due primarily to tax payments in the 2007 period associated with the gain on sale of U.S. Newswire and increased accounts receivable collections in the 2008 period, partially offset by a decrease in cash generated from operations. During the first nine months of 2008 the Company invested $225 in new equipment and software development for its continuing operations and incurred fees related to the disposal of Teletrax of $192.

On October 6, 2008, the Company entered into Amendment and Waiver Agreements (the “Amendments”) with each of the holders (the “Debenture Holders”) of the Company’s Variable Rate Convertible Debentures due November 9, 2009 (the “Debentures”). Under the terms of the Amendments, the Company made a $2,000 payment to the Debenture Holders, $1,700 of which was applied to principal outstanding and $300 of which satisfies the Company’s future interest obligations on the Debentures for the fifteen-month period following the payment date. The Company amended the exercise price from $3.99 to $0.50 on 524,637 warrants to purchase the Company’s common stock held by the Debenture Holders. In exchange for the foregoing, the maturity date of the remaining principal balance of the Debentures of $2,650 was extended to June 30, 2010, and certain definitions related to events of default under the Debentures were modified. In addition, simultaneous with the execution of the Amendments, the Company and the Debenture Holders entered into a Security Agreement pursuant to which the Company granted the Debenture Holders a security interest in the Company’s assets. The Company expects to incur a loss on extinguishment of approximately $119 in connection with the prepayment of principal on the Debentures.

In addition to the $2,000 payment to the Debenture Holders in October 2008, over the next twelve months the Company expects to spend approximately $875 related to the wind down of Medialink UK, $175 for fees related to the disposal of Teletrax that have been accrued as of September 30, 2008, $475 related to existing severance obligations to terminated employees that are included as a component of “other liabilities”, and $300 for capital improvements for modernization of its US-based media communications services business. Although the Company intends to finance these expenditures and its continuing operations with working capital, the recent volatility in domestic and international financial markets and deteriorating worldwide economic conditions could have an adverse effect on the Company’s ability to do so.

The Company currently forecasts a decline in revenue from its US-based media communications services business of approximately $1,400 in the fourth quarter of 2008. If current economic conditions do not improve or deteriorate further, there could be further significant adverse effects on the Company’s business and on the Company’s ability to obtain additional financing if such need arises. The Company is exploring its strategic alternatives and will take actions as necessary in response to economic conditions.

Critical Accounting Policies

Management must make certain estimates and assumptions in preparing the financial statements of the Company. Certain of these estimates and assumptions relate to matters that are inherently uncertain as they pertain to future events. Management believes that the estimates and assumptions used in preparing the financial statements of the Company were the most appropriate at that time, although actual results could differ significantly from those estimates under different conditions. Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, provides a detailed discussion of the various accounting policies of the Company. In addition, a summary of critical accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. There have been no significant changes to the critical accounting policies previously disclosed.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4T. Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s principal executive and principal financial officers, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2008. Based on their evaluation, the Company’s principal executive and principal financial officers concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2008. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2008, that have materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company becomes involved in various legal matters that the Company considers to be in the ordinary course of business. While the Company is not presently able to determine the potential liability, if any, related to any such matters, the Company believes that no such matters, individually or in the aggregate, will have a material adverse effect on its financial position.

Item 1A. Risk Factors

The following risk factor supplements the Risk Factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Current economic conditions – Recent volatility in domestic and international financial markets has resulted in deteriorating worldwide economic conditions. Demand for the Company’s services may decline in such an economic climate as a result of budget constraints and financial instability of certain clients. If economic conditions do not improve or continue to deteriorate further, there could be a significant adverse effect on the Company’s business, results of operations, and financial condition.

Available capital – Additional capital for financing may not be available in the current economic climate. The Company may need access to additional capital if deteriorating economic conditions result in a continued and further decline in the Company’s business. If such additional capital was not available in the marketplace, there would be a significant adverse effect on the Company’s ability to remain a going concern.

Item 6. Exhibits

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MEDIALINK WORLDWIDE INCORPORATED
(Registrant)
By:	/s/ Laurence Moskowitz
Laurence Moskowitz
Chairman of the Board, Chief Executive Officer, and President
(Principal Executive Officer)

Dated: November 14, 2008

 

By:	/s/ Kenneth G. Torosian
Kenneth G. Torosian
Chief Financial Officer, Treasurer, and Secretary (Principal Financial Officer and Principal Accounting Officer)

Dated: November 14, 2008

EXHIBIT INDEX

Exhibit No.	Description
2.1	Asset Purchase Agreement dated as of September 29, 2006, between Medialink Worldwide Incorporated and PR Newswire Association, LLC (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on October 5, 2006).
2.2	Securities Purchase Agreement dated as of August 29, 2008, entered into by and among Philips Electronics North America Corporation, Koninklijke Philips Electronics N.V., and Medialink Worldwide Incorporated (Incorporated by reference to Exhibit No. 2.2 of Registrant’s Current Report on Form 8-K filed on September 4, 2008).
2.3	Agreement dated as of October 1, 2008, among Medialink UK Limited, World Television Group plc, and Medialink Worldwide Incorporated (Incorporated by reference to Exhibit No. 2.2 of Registrant’s Current Report on Form 8-K filed on October 7, 2008).
3.1	Amended and Restated Certificate of Incorporation of Medialink Worldwide Incorporated (Incorporated by reference to Exhibit No. 2.5 of Registrant’s Registration Statement on Form 8-A filed on January 16, 1997 (File No. 000-21989)).
3.2	Amended and Restated By-Laws of Medialink Worldwide Incorporated dated November 8, 2007 (Incorporated by reference to Exhibit No. 3.2 of Registrant’s Current Report on Form 8-K filed on November 13, 2007).
4.1	Preferred Stock Rights Agreement, dated as of August 16, 2001, between Medialink Worldwide Incorporated and Mellon Investor Services, LLC, including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively (Incorporated by reference to Exhibit No. 4.1 of Registrant’s Registration Statement on Form 8-A filed on August 16, 2001 (File No. 000-21989)).
4.2	Form of Variable Rate Convertible Debenture due November 9, 2009 (Incorporated by reference to Exhibit No. 4.2 of Registrant’s Current Report on Form 8-K filed on November 9, 2004).
4.3	Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit No. 4.1 of Registrant’s Current Report on Form 8-K filed on November 9, 2004).
4.4	Form of Registration Rights Agreement, dated as of November 8, 2004 (Incorporated by reference to Exhibit No. 4.3 of Registrant’s Current Report on Form 8-K filed on November 9, 2004).
4.5	Form of Amendment and Waiver Agreement dated as of October 6, 2008 (Incorporated by reference to Exhibit No. 4.5 of Registrant’s Current Report on Form 8-K filed on October 10, 2008).
10.1	Amended and Restated Employment Agreement, dated as of December 31, 2005, by and between Medialink Worldwide Incorporated and Laurence Moskowitz (Incorporated by reference to Exhibit No. 10.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.2	Amended and Restated Employment Agreement, dated as of August 28, 2001, by and between Medialink Worldwide Incorporated and J. Graeme McWhirter (Incorporated by reference to Exhibit No. 10.2 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.3	Separation Agreement and General Release, dated as of December 30, 2005, by and between Medialink Worldwide Incorporated and J. Graeme McWhirter (Incorporated by reference to Exhibit No. 10.3 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.4	Asset Purchase Agreement, dated December 31, 2004, by and between Medialink Worldwide Incorporated and Bacon’s Information Inc. (Incorporated by reference to Exhibit No. 10.1 of the Registrant’s Current Report on Form 8-K/A filed on March 14, 2005).
10.5	Agreement for the Sale and Purchase of Certain Assets of Medialink UK Limited forming part of the Delahaye Business, dated December 31, 2004, by and between Medialink UK Limited and Romeike Limited (Incorporated by reference to Exhibit No. 10.2 of the Registrant’s Current Report on Form 8-K/A filed on March 14, 2005).
10.7	Medialink Worldwide Incorporated 401(k) Employee Savings Plan (Incorporated by reference to Exhibit No. 10.7 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006).
10.8	Medialink Worldwide Incorporated Amended and Restated Stock Option Plan (Incorporated by reference to Exhibit No. 10.8 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
10.9	Medialink Worldwide Incorporated Amended and Restated 1996 Directors Stock Option Plan (Incorporated by reference to Exhibit No. 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006).
10.12	Amended and Restated Employment Agreement, dated as of November 12, 2008, by and between Medialink Worldwide Incorporated and Kenneth G. Torosian.
10.13	Employment Agreement, dated as of September 9, 2005, by and between Medialink Worldwide Incorporated and Lawrence A. Thomas (Incorporated by reference to Exhibit No. 10.13 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005).

10.14(a)	Technology License Agreement dated as of April 8, 2002, by and between Koninklijke Philips Electronics, N.V., and TTX Limited (Incorporated by reference to Exhibit No. 10.14(a) of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
10.14(b)	Joinder and First Amendment to the Technology License Agreement dated as of January 1, 2003, by and among Koninklijke Philips Electronics, N.V., TTX Limited, and TTX (US) LLC (Incorporated by reference to Exhibit No. 10.14(b) of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
10.15	Securities Purchase Agreement dated as of November 8, 2004 among Medialink Worldwide Incorporated, Iroquois Capital LP, Portside Growth and Opportunity Fund, Rockmore Investment Master Fund Ltd., and Smithfield Fiduciary LLC (Incorporated by reference to Exhibit No. 10.1 of Registrant’s Current Report on Form 8-K filed on November 9, 2004).
10.16	Security Agreement among Medialink Worldwide Incorporated, Iroquois Master Fund, Ltd., Portside Growth and Opportunity Fund, Rockmore Investment Master Fund Ltd., and Smithfield Fiduciary LLC (Incorporated by reference to Exhibit No. 10.16 of Registrant’s Current Report on Form 8-K filed on October 10, 2008).
31.1	Certification of the principal executive officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of the principal financial officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32	Certification of the principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.12

Exhibit 10.12

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November __, 2008, by and between MEDIALINK WORLDWIDE INCORPORATED, a Delaware corporation with offices at 708 Third Avenue, New York, New York 10017 (the “Corporation”), and Kenneth G. Torosian, an individual residing at 420 Bellwood Avenue, Sleepy Hollow, NY 10591 (the “Employee”).

WITNESSETH:

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

WHEREAS, the Corporation and Employee are parties to that certain employment agreement dated July 11, 2005 (the “Original Employment Agreement”);

WHEREAS, the parties desire to amend and restate the Original Employment Agreement in its entirety in accordance with the resolutions adopted by the Corporation’s Compensation Committee on April 10, 2007 and November 16, 2007;

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

NOW, WHEREFORE, the parties mutually agree as follows:

Section 1.Employment. The Corporation hereby continues to employ the Employee and the Employee hereby continues to serve as the Chief Financial Officer of the Corporation, subject to the terms and conditions set forth in this Agreement.

Section 2.Duties. The Employee shall be employed by the Corporation as the Corporation’s Chief Financial Officer. The Employee shall properly perform such duties as may be assigned to him from time to time by the Corporation’s Chief Executive Officer or the Board of Directors of the Corporation as the case may be. During the term of this Agreement, the Employee shall devote all of his available business time to the performance of his duties hereunder.

Section 3.Term of Employment. The term of the Employee’s employment shall continue as of the date hereof and shall continue until terminated pursuant to Section 5.

Section 4.Compensation of Employee.

4.1.Compensation. As of July 11, 2008 (the “Effective Date”), the Corporation shall pay to the Employee as annual compensation for his services hereunder a salary (“Salary”) in an amount equal to Three Hundred and Fifty Thousand ($350,000) Dollars. The Salary shall be reviewed every July 11 for merit increases and shall in all events be increased on each July 11 by the percentage increase, if any, in the Consumer Price Index, as defined herein, for the most recent calendar month for which the Consumer Price Index has been published over the Consumer Price Index for the same calendar month in the immediately preceding year. As used herein, the “Consumer Price Index” shall mean the Consumer Price Index for All Urban Consumers, New York - Northeastern New Jersey area (1982-84=100) issued by the Bureau of Labor Statistics of the United States Department of Labor; provided that in the event the Consumer Price Index shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the salary increase shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics. The Salary shall be payable semi-monthly less such deductions as shall be required to be withheld by applicable law and regulations.

4.2.Expenses. The Corporation shall pay or reimburse the Employee for all reasonable and necessary business, travel or other expenses incurred by him with the prior consent of the Corporation, upon proper documentation thereof, which may be incurred by him in connection with the rendition of the services contemplated hereunder.

4.3.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 employees.

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

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

4.6Bonus. For calendar year 2008 and each calendar year thereafter, the Employee shall be eligible to receive a bonus equal to at least forty percent (40%) of his base salary, with forty percent (40%) of such bonus based on the Corporation’s financial performance and sixty percent (60%) of such bonus based on the Employee’s performance with respect to certain personal objectives, each to be agreed upon by the Corporation and Employee and set forth on Exhibit A to this Agreement, as such Exhibit A is amended from time to time. Further, the Employee may be entitled to an additional bonus based on the satisfaction of certain objective criteria as set forth on Exhibit B to this Agreement, as may be amended from time to time. The Corporation’s Chairman and Compensation Committee shall determine, using commercially reasonable standards, whether Employee has earned the bonuses set forth herein based on their relative criteria. Unless noted otherwise, any bonus, to the extent earned, shall be payable within 120 days of the end of the calendar year to which such bonus relates.

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Section 5.Termination.

5.1.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 employment of Employee without cause or because Employee voluntarily leaves his employment hereunder.

5.2.Termination For Cause/Voluntary Departure. In the event of a termination For Cause or because Employee voluntarily leaves his employment hereunder, the Corporation shall pay Employee all accrued and unpaid Salary and vacation through the date of termination. The Corporation shall have no further obligation to the Employee hereunder.

5.3.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 for a period equal to twelve (12) months.

5.4.Termination Upon Death. In the event of a termination upon the death of Employee, the Corporation shall pay to any person designated by the Employee, in writing or, if no such person is designated, to his estate, the Salary which would otherwise be payable to the Employee for a period of six (6) months from the date of such death. In the event of a termination upon the death of Employee, the Corporation shall pay for a period of six (6) months after such death, on behalf of the Employee’s surviving dependents, the COBRA insurance premiums of such dependents.

5.5.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 during the first three months immediately after the termination of employment due to such Disability, the Salary which would otherwise be payable to the Employee. In addition, the Corporation shall pay the COBRA insurance premiums of the Employee and his dependents for six (6) months from the date of Disability. The Employee hereby acknowledges that payments pursuant to this Section 5.5 are in lieu of the Employee’s receipt of funds under the Corporation’s Salary Continuation Plan and that Employee hereby agrees to assign to the Corporation any benefits that he/she may be entitled to under any disability insurance plans of the Corporation.

5.6.Definition of “For Cause”. As used herein, the term “For Cause” means (i) the Employee's indictment, plea or conviction of any criminal violation involving dishonesty, fraud, breach of trust or any other crime involving moral turpitude which constitutes a felony, whether or not involving the Corporation; (ii) the Employee's willful engagement in gross misconduct in the performance of his duties that materially injures the Corporation; (iii) the Employee's gross neglect of his duties under this Agreement; (iv) the Employee's violation of Sections 9 or 10 of this Agreement; (v) Employee’s habitual drunkenness or habitual use of illegal substances; (vi) behavior by the Employee which is detrimental to the Corporation's reputation; (vii) the Employee's willful and continuous failure to substantially perform his duties under this Agreement, including but not limited to failure resulting from gross insubordination; or (viii) the Employee’s willful actions or willful omissions which cause the Corporation’s securities filings to be inaccurate, false or misleading. A termination of Employee pursuant to subparagraph (vii) shall occur only after the Board provides written notice to the Employee of his failure and 10 calendar days’ opportunity to cure such failure. An act of the Employee will not be deemed "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that the act or omission was in the Corporation's best interests.

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Section 6.Disability

6.1.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 ninety (90) days in any one hundred twenty (120) day period during the Term, the Employee shall be deemed to be suffering from a "Disability".

6.2.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 and benefits during the continuance of such disability. The Employee hereby acknowledges that payments pursuant to this Section 6.2 are in lieu of the Employee’s receipt of funds under the Corporation’s Salary Continuation Plan and that Employee hereby agrees to assign to the Corporation any benefits that he may be entitled to under any disability insurance plans of the Corporation.

Section 7.Vacations and Personal Days. For calendar year 2008 and for future years, the Employee shall be entitled to the greater of four (4) weeks, or the Employee’s entitlement under the Corporation’s vacation policy. In addition, the Employee shall be entitled to personal days in accordance with the Corporation’s policy. The Employee’s Salary shall be paid in full during his vacation and personal days. The Employee shall take his vacation at such time or times as the Employee and the Corporation shall determine is mutually convenient.

Section 8.Change in Control.

8.1.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;

(a)Acquisition of Stock by Third Party. Any Person (as hereinafter defined) is or becomes the Beneficial Owner (as hereinafter defined), directly or indirectly, of securities of the Corporation representing fifty (50%) percent or more of the combined voting power of the Corporation’s then outstanding securities.

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

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

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

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

8.2.Termination Following Change in Control.

(a)The Corporation will provide or cause to be provided to Employee the rights and benefits described in Section 8.3 if, within twelve (12) months following a Change in Control, the Corporation terminates the Employee’s employment for reasons other than as a result of Employee’s death, Disability or For Cause, and following such termination, Employee, at the Corporation’s request, shall provide a maximum of 50 hours of post-termination services for tax return preparation and filing and other administrative matters.

(b)The Corporation will provide or cause to be provided to Employee the rights and benefits described in Section 8.3 if, within twelve (12) months following a Change in Control, the Employee voluntarily terminates the Employee’s employment, and following such termination, Employee, at the Corporation’s request, shall provide a maximum of 50 hours of post-termination services for tax return preparation and filing and other administrative matters.; provided, however, that if the Employee’s employer desires to retain Employee’s employment, and the Employee voluntarily terminates his employment within less than sixty days following a Change in Control, then the Employee shall not be entitled to the rights and benefits described in Section 8.3.

8.3.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 the sum of: (i) two (2) times his annual salary at the date of the Change in Control; and (ii) the greater of (a) the bonus declared payable to the Employee for the immediately preceding calendar year and (b) the bonus declared payable to the Employee for the current calendar year, in each case excluding the bonus, if any, awarded to Employee pursuant to Exhibit B. 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 and shall be in addition to any other payments to which the Employee may be entitled pursuant to Sections 4.5, 5 and 6 hereof. In addition, the Corporation shall: (i) continue to allow Employee to participate in the hospitalization, group health benefit and disability plans of the Corporation for eighteen (18) months from the date of the Change in Control Termination on the same terms and conditions as immediately prior to such Change in Control Termination (or provide the equivalent thereof if such plans do not allow such participation); and (ii) provide appropriate outplacement services the cost of which shall not exceed $3,000 as selected by the Employee for up to 12 months from the date of the Change in Control Termination.

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8.4.Certain Definitions. For purposes of this Section 8, the following terms shall have the following meanings:

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

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

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

(d)“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.

Section 9.Disclosure of Conflicts of Interest; Abstention from Speculation in Securities of the Corporation or Clients.

9.1.Conflicts of Interest; Speculation in Securities.

(a)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 (i) any company, person or entity which is a service provider to the Corporation or (ii) an actual or intended client of the Corporation.

(b)While the Employee is employed by the Corporation, the Employee shall abstain 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.

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

9.3.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.

Section 10.Disclosure of Confidential Information.

10.1.The Employee hereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; and distribution of public relations text, audio and video to news media and the general public via satellite, streaming media, cassette, wire or other means; distribution of press releases by the Internet, mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; and such other businesses as the Corporation may conduct from time to time up until the time of termination of employment or a date of a Change in Control (the “Business”). Employee acknowledges that he 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, unless required by law, 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 not retain any such materials or copies thereof.

10.2.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 or 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”).

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10.3.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 10.3 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 10.3 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.

10.4.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.

10.5.The provisions of this Section 10 shall survive Employee’s employment hereunder.

Section 11.Covenant Not To Compete.

11.1.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:

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(i)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

(ii)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

(iii)solicit, directly or indirectly, on behalf of himself or any third party, any client or vendor, for services competitive with the Business, of the Corporation and its affiliates; or

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

11.2.If any of the restrictions contained in this Section 11 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.

11.3.This Section 11 shall not be construed to prevent Employee from owning, directly or indirectly, in the aggregate, an amount not exceeding two (2%) percent of the issued and outstanding voting securities of any class of any corporation deemed to be competitive with the Corporation whose voting capital stock is traded on a national securities exchange or in the over-the-counter market.

11.4.Notwithstanding anything to the contrary set forth in this Section 11. (i) the Employee shall not be prohibited from rendering services as a fulltime employee for news organizations; (ii) the Employee may  render services for an entity whose primary function is journalism; (iii) the Employee may render services for the internal public relations department of any corporation or entity who performs services for only that corporation or its affiliates, including parent corporations, subsidiaries, and joint ventures; and/or (iv) the Employee may provide services for a public relations agency directly serving that agency’s clients. Notwithstanding the prior sentence, however, the Employee may not render services, directly or indirectly, for any organization, department, or affiliate of such news organizations, corporate public relations departments, or public relations agencies, which has a division or affiliate whose primary purpose is to provide services substantially similar to, or competitive with the Business and which services represent at least 25% of the organization’s revenue, other than the entities listed in Exhibit C or their successor.

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11.5.The term “Restricted Period”, as used in this Section 11, shall mean (i) the term of this Agreement plus two (2) years; (ii) in the event of a termination without cause, the term of this Agreement plus one (1) year from the date of termination; or in the event of a Change in Control Termination, the term of this Agreement. Employee acknowledges that the Corporation markets its Business worldwide and therefore, the term “Territory” as used herein shall mean the entire world.

11.6.The provisions of this Section 11 shall survive the termination of Employee’s employment hereunder and until the end of the Restricted Period.

Section 12.Rights and Remedies Upon Breach of Sections 10 or 11.

12.1.Return of Benefits. If the Employee breaches, or threatens to commit a breach of, any of the provisions of Sections 10 or 11 (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. 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. The Corporation may set off any amounts due to the Corporation under this Section 12.1 against any amounts owed to the Employee by the Corporation.

12.2.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 10 or 11 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.

Section 13.Miscellaneous.

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

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13.2.Resignations. In the event Employee’s employment is terminated for any reason whatsoever, Employee shall immediately resign as an officer of the Corporation, its subsidiaries and affiliates.

13.3.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, supersedes all prior understandings and agreements, including employment agreements, non-compete agreements and confidentiality agreements, if any, whether oral or written, between the Employee and the Corporation and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

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

13.5.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.

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

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

13.8.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.

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

MEDIALINK WORLDWIDE INCORPORATED
By
	Laurence Moskowitz
	Chief Executive Officer
	Kenneth G. Torosian

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Laurence Moskowitz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Medialink Worldwide Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 14, 2008

/s/ Laurence Moskowitz

Name: Laurence Moskowitz

Title: Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kenneth G. Torosian, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Medialink Worldwide Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 14, 2008

/s/ Kenneth G. Torosian

Name: Kenneth G. Torosian

Title: Chief Financial Officer

EX-32

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Medialink Worldwide Incorporated (the "Company"), hereby certify to such officers’ knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 14, 2008

/s/ Laurence Moskowitz

Name: Laurence Moskowitz

Title: Chief Executive Officer

/s/ Kenneth G. Torosian

Name: Kenneth G. Torosian

Title: Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.