MEDIALINK WORLDWIDE INC, S-1/A, 1997-01-07

MEDIALINK WORLDWIDE INC
S-1/A, 1997-01-07
COMMUNICATIONS SERVICES, NEC

Previous: ALLIANCE PORTFOLIOS, N-30D, 1997-01-07

Next: SCORE BOARD INC, DEFA14A, 1997-01-07

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1997

REGISTRATION NO. 333-14119
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

PRE-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------
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 NO.)
4899
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)

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

708 THIRD AVENUE
NEW YORK, NY 10017
(212) 682-8300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

LAURENCE MOSKOWITZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MEDIALINK WORLDWIDE INCORPORATED
708 THIRD AVENUE
NEW YORK, NY 10017
(212) 682-8300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------

Copies to:

THEODORE WM. TASHLIK, ESQ. WILLIAM N. DYE, ESQ.
MARTIN M. GOLDWYN, ESQ. WILLKIE FARR & GALLAGHER

TASHLIK, KREUTZER & GOLDWYN P.C. ONE CITICORP CENTER
833 NORTHERN BOULEVARD 153 EAST 53RD STREET
GREAT NECK, NY 11021 NEW YORK, NY 10022
(516) 466-8005 (212) 821-8000
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION
Dated January 7, 1997

2,000,000 SHARES
[LOGO]
COMMON STOCK

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

All of the 2,000,000 shares being offered hereby are being sold by Medialink
Worldwide Incorporated ('Medialink' or the 'Company'). Up to 300,000
additional shares may be sold by certain of the Company's stockholders
(the 'Selling Stockholders') in the event that the Underwriters
exercise their over-allotment option. The Company will not receive
any proceeds from the sale of shares by the Selling Stockholders.
See 'Principal and Selling Stockholders.'

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

Prior to the offering, there has been no public market for the Common Stock. It
is currently estimated that the initial public offering price will be between
$9.00 and $11.00 per share. See 'Underwriting.' The Common Stock has
been approved for quotation on the Nasdaq National Market under
the symbol 'MDLK' subject to official notice of
issuance.

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

SEE 'RISK FACTORS' BEGINNING ON PAGE 7 HEREOF FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
PER SHARE $ $ $
TOTAL(3) $ $ $
</TABLE>

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

(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See
'Underwriting.'

(2) Before deduction of expenses payable by the Company estimated at $850,000.

(3) The Selling Stockholders have granted the several Underwriters a 30-day
option to purchase up to an additional 300,000 shares of Common Stock solely
to cover over-allotments, if any. If such option is exercised in full, the
total price to public, underwriting discounts and commissions and proceeds
to the Selling Stockholders will be $ , $ and $ ,
respectively. The proceeds to the Company will not change from the amount
set forth above. See 'Underwriting.'

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

The Common Stock is being offered by the Underwriters named herein when, as
and if received and accepted by them, subject to their right to reject orders in
whole or in part and subject to certain other conditions. It is expected that
delivery of the shares will be made in New York, New York on or about
, 1997.

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

DEAN WITTER REYNOLDS INC. WHEAT FIRST BUTCHER SINGER

, 1997

<PAGE>
photo of person
videotaping

GLOBAL MEDIA

photo of
computer screen

We broadcast the stories
and project the images
that make the news on
television and radio, in the
workplace and in the home.
VIDEO NEWS RELEASES
SATELLITE MEDIA TOURS
reaching Television Viewers

AUDIO NEWS RELEASES
RADIO MEDIA TOURS
reaching Radio Listeners

VIDEOCONFERENCES
LIVE BROADCASTS
reaching Internal Audiences

PUBLIC RELATIONS RESEARCH
proving the Value of
Communications

PRESS RELEASE DISTRIBUTION
reaching Trade and
Newspaper Readers

AUDIO/VIDEO VIA THE INTERNET
reaching On-line Newsrooms
and the Public

photo of satellite
|
|
photo of hand at electronic board
|
|-------------------------------
| photo of a newscaster |
| |
- ----------------------------------------------------
photo of | photo of person in | photo of |
globe | control room | |
| | persons |
| | |
- -------------------------------------| hand on a |----------------------------

photo of audio photo of | MEDIALINK |
broadcaster globe radio knob | |
- --------------------------------------------------------------------------------

| |
| Worldwide Communications Solutions |
------------------------------------------

HEADQUARTERS
New York

OFFICES
London
Atlanta
Chicago
Dallas
Los Angeles
Norwalk, CT
Washington

AFFILIATES
Brussels
Dubai
Geneva
Hamburg
Hong Kong
Johannesburg
Madrid
Melbourne
Oslo
Paris
Rome
San Juan/Miami
Seoul
Stockholm
Tel Aviv
Tokyo
Toronto

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH MAY STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>
------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.

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

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary............................. 4
Risk Factors................................... 7
Use of Proceeds................................ 12
Dividend Policy................................ 12
Dilution....................................... 12
Capitalization................................. 13
Selected Financial Information................. 14
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 15

Business....................................... 20
Management..................................... 32
Certain Transactions........................... 38
Principal and Selling Stockholders............. 39
Description of Capital Stock................... 41
Shares Eligible for Future Sale................ 44
Underwriting................................... 45
Legal Matters.................................. 46
Experts........................................ 46
Additional Information......................... 46
Index to Financial Statements.................. F-1
</TABLE>

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

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

<PAGE>
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the more
detailed information and the Financial Statements and Notes thereto appearing
elsewhere in this Prospectus.

THE COMPANY

Medialink is a leading worldwide provider of video and audio production and
distribution services for businesses and other organizations seeking to
communicate their news through television, radio and other media. The Company's
principal services are based on its core business -- satellite distribution of
video news releases (VNRs) and the electronic monitoring of their broadcast on
television. A VNR is the video equivalent of a conventional press release and is
used for the same purposes, such as to introduce a new product or service,
explain a technological breakthrough, communicate during a crisis or advocate a
position on an issue of public concern. VNRs are produced for easy integration
into newscasts and are distributed to the media for their use in complete or
edited form. The Company began offering production of video news releases in
1994 and has since developed a full range of video, audio and print services
which it now provides on a global basis. Video production, audio services, and
print distribution, all introduced since the beginning of 1994, accounted for
approximately 27% of revenues for the nine months ended September 30, 1996.
Medialink enables its clients to reach more than 3,000 newsrooms at television
and radio networks, local stations, cable channels, direct broadcast satellite
systems, as well as on-line services, including those available on the Internet.

The Company has provided its services to more than 1,100 clients over the
last twenty-four months. The Company's clients include corporations such as
General Motors, IBM, Johnson & Johnson, Sony and Ciba Geigy/Sandoz;
organizations such as the American Association of Retired Persons and the
AFL-CIO; and the world's largest marketing communications firms such as
Burson-Marsteller, Hill & Knowlton, Edelman Public Relations Worldwide and the
Shandwick Group. No single client accounted for more than 4% of the Company's
revenues in 1995. Materials distributed by the Company have aired on ABC, CBS,
NBC and their affiliates, as well as CNN and CNBC in the United States, and the
BBC, CNN International, Sky News, RAI (Italy) and NHK (Japan) internationally.

Organizations that conduct public relations campaigns, including most
marketing communications agencies, do not generally find it cost-effective to
maintain the facilities and personnel necessary to produce material suitable for
use on news broadcasts and distribute it to the media, especially on a global
basis. As a result, it is often more economical to outsource such services from
a specialist firm such as the Company, which can provide the necessary talent
and production, distribution and monitoring facilities. The Company serves a
global marketplace. Based on a combination of surveys taken by the Company and
published reports, the Company estimates that it competes in a market which was
approximately $500 million in 1995, considering only the United States and the
United Kingdom.

Medialink's competitive advantages include its extensive operating history
with media outlets, key industry relationships, prominent client base,
combination of professional skills, ability to integrate new technology and
worldwide distribution and production capabilities. The Company has an exclusive
agreement with the Associated Press (the 'AP') to use the AP's dedicated links
to notify U.S. television and radio newsrooms of upcoming satellite
transmissions. The Company has agreements with the AP and ABC Radio Networks
Inc. ('ABC Radio') for satellite transmission of audio services to radio
stations in the U.S. The Company uses Nielsen Media Research and Competitive
Media Reporting to monitor domestic television station usage of video services.
Internationally, the Company has a network of 17 affiliates in Europe, Latin
America, South Africa, Asia and the Pacific Rim. International revenues
increased approximately 317% from $360,000 in 1993 to $1.5 million in 1995.

The Company plans to expand its business by (i) developing new services;
(ii) leveraging its client relationships by cross-marketing services to its
clients; (iii) continuing its global expansion; and (iv) pursuing acquisitions
and strategic alliances with other companies that can add to the Company's
service capabilities or geographic scope. In July 1996 the Company, through its
wholly owned subsidiary Medialink PR Data Corporation ('Medialink PR Data'),
acquired certain assets of PR Data Systems, Inc. (the 'PR Data Acquisition') to
expand its research capabilities and to add print news release distribution
services.

4
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company..................... 2,000,000 shares
Common Stock to be outstanding after the Offering....... 5,047,933 shares(1)
Use of Proceeds......................................... For general corporate purposes and possible
acquisitions. See 'Use of Proceeds.'
Nasdaq National Market symbol........................... MDLK
</TABLE>

SUMMARY FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................... $ 4,891 $ 5,802 $ 6,065 $ 7,548 $ 10,625 $ 12,237 $ 7,382 $ 11,158 $ 12,014

Gross profit............... 3,024 3,577 3,435 4,509 6,071 7,492 4,100 6,553 7,318
Operating income (loss).... 87 140 (215) 440 698 705 303 1,005 1,011
Net income (loss).......... $ 21(3) $ 144(3) $ (231) $ 1,464(4) $ 381 $ 374 $ 166 $ 579 $ 567
Net income (loss) before
tax valuation
reversal(4).............. $ 21(3) $ 144(3) $ (231) $ 222(4) $ 381 $ 374 $ 166 $ 579 $ 567
Pro forma net income per
share(5)................. $ 0.11 $ 0.05 $ 0.17
Shares used to compute pro
forma net income per
share(5)................. 3,453 3,453 3,485
OTHER DATA:
Number of offices.......... 4 4 5 6 7 8 7 8 8
Average revenues per sales
employee................. $326,000 $322,000 $347,000 $414,000 $ 506,000 $532,000
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
---------------------------
ACTUAL AS ADJUSTED(6)
------ -----------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital...................................................................... $1,500 $19,250
Total assets......................................................................... 6,551 24,301
Long-term debt, net of current portion............................................... 284 284
Stockholders' equity................................................................. 3,173 20,923
</TABLE>

- ------------------
(1) Does not include an aggregate of (i) 569,594 shares of Common Stock issuable
upon exercise of options outstanding under the Company's Amended and
Restated Stock Option Plan ('Stock Option Plan') and (ii) 62,400 shares of
Common Stock reserved for issuance upon exercise of options outstanding
under the 1996 Directors Stock Option Plan ('Directors Stock Option Plan').

(2) Gives effect to PR Data Acquisition as if the transaction occurred at the
beginning of the period presented. The Company paid for the PR Data
Acquisition through the payment of $120,000 cash, the issuance of 24,000
shares of Common Stock and the assumption of certain liabilities not to
exceed the book value of the assets acquired by $372,000. The pro forma
financial information is not necessarily indicative of the operating results
which would have been achieved had the acquisition occurred at the beginning
of the period presented or the results to be achieved in the future.

(3) Includes a loss of $40,000 from discontinued operations in 1991 and the
utilization of net operating losses resulting in tax benefits of $12,000 in
1991 and $49,000 in 1992.

(4) In accordance with Statement of Financial Accounting Standards No. 109, the

Company reversed its valuation allowance against deferred tax assets in the
amount of $1,242,000 in 1994. See Note 5 to the Company's Financial
Statements.

(5) See Note 9 to the Company's Financial Statements for an explanation of the
method used to determine the number of shares.

(6) Gives effect to the offering of 2,000,000 shares of Common Stock (at an
assumed price of $10.00 per share) and the estimated net proceeds of $17.75
million, as if the offering occurred on September 30, 1996.

5
<PAGE>
Medialink is headquartered in New York and maintains offices in Washington,
D.C., Chicago, Dallas, Los Angeles, Atlanta and Norwalk, Connecticut. Its
international activities are coordinated from its London office. Medialink was
incorporated under the laws of the State of Delaware in 1986. The Company
maintains its principal offices at 708 Third Avenue, New York, New York 10017.
The Company's telephone number is 212-682-8300. The Company's Internet address
is www.medialinkworldwide.com. Information contained in the Company's World Wide
Web ('Web') site shall not be deemed part of this Prospectus.

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

Unless otherwise indicated, all information in this Prospectus (i) assumes
no exercise of the Underwriters' over-allotment option, (ii) reflects a 1.2 for
1 stock split of the Common Stock effected in the form of a stock dividend on
July 31, 1996 and (iii) gives effect to the automatic conversion of all
outstanding shares of Series A, Series B and Series C Preferred Stock into an
aggregate of 2,111,669 shares of Common Stock to be effective upon the closing
of this offering (the 'Preferred Stock Conversions'). See 'Description of
Capital Stock.' Medialink is a service mark of the Company.

<PAGE>
RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. The following factors, in addition to the other information in
this Prospectus, should be carefully considered in evaluating the Company and
its business before purchasing the shares of Common Stock offered hereby. This
Prospectus contains forward-looking statements which involve risks and
uncertainties. The Company's actual results in the future could differ
significantly from the results discussed in such forward-looking statements.
Factors that could cause or contribute to such a difference include, but are not
limited to, those discussed in 'Risk Factors' below, 'Management's Discussion
and Analysis of Financial Condition and Results of Operations' and 'Business,'
as well as those discussed elsewhere in this Prospectus.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY OF BUSINESS

The Company experiences quarterly seasonal variations in revenues as a
result of many factors, including its clients' business cycles and timing of
product introductions. As a result, the Company's revenues are typically lower
during the first and third quarters of the Company's fiscal year. The Company
expects this seasonality to continue in the future. In addition, other factors
that may cause the Company's quarterly results to fluctuate include timing of
the completion, material reduction or cancellation of projects or timing of the
receipt of new business, timing of the hiring or loss of sales personnel, the
relative profit mix of projects, strategic pricing decisions of the Company and
costs relating to the expansion of operations and other factors. Events which
dominate news broadcasts may cause the Company's clients to delay their use of,
or not use, the Company's services for a particular project as such clients may
determine that their messages may not receive adequate attention in light of the
coverage of other news events. Such circumstances could have a material adverse
effect on the Company's business, operating results and financial condition. See
'Management's Discussion and Analysis of Financial Condition and Results of
Operations.'

DEPENDENCE ON KEY PERSONNEL

The Company's success depends to a significant degree upon the continuing
contributions of, and on its ability to attract and retain, qualified management
and sales, operations, marketing and technical personnel. In particular, the
loss of the services of its founders, Laurence Moskowitz, the Company's Chairman
of the Board, President and Chief Executive Officer, or J. Graeme McWhirter, its
Executive Vice President and Chief Financial Officer, could have a material
adverse effect upon the Company. There can be no assurance that an adequate
replacement could be found if the Company were to lose the services of Mr.
Moskowitz or Mr. McWhirter. There can be no assurance that the Company will be
able to continue to attract and retain qualified management and sales,
operations, marketing and technical personnel in the future. The Company's
failure to attract and retain key personnel would have a material adverse effect
on its business, operating results and financial condition. The Company is the
beneficiary of a $1.25 million key man life insurance policy on the life of
Laurence Moskowitz. The Company has entered into employment agreements with its
executive officers which will become effective upon the consummation of this

offering, except for the employment agreement with Mr. David Davis which is
currently effective. See 'Management.'

DEPENDENCE ON CERTAIN SUPPLIERS

The Company has an exclusive agreement with the AP for the operation of the
AP Express/Medialink Newswire serving approximately 720 television stations
across the U.S. The Company believes that its agreement with the AP gives it a
competitive advantage because of this ability to notify television stations of
upcoming video transmissions, and the termination of such agreement could have a
material adverse effect on the Company's business, operating results and
financial condition. The Company's agreement with the AP expires in November
1999. The Company uses Nielsen Media Research and Competitive Media Reporting
for electronic monitoring of video television broadcasts. In addition, the
Company has agreements with the AP and ABC Radio for satellite transmissions of
audio services to radio stations in the U.S. The termination of any of these
services could have a material adverse effect on the Company's business,
operating results and financial condition. The Company benefits from favorable
volume pricing agreements with certain suppliers for satellite transmission
services. The inability in the future to obtain sufficient supply or service
from these and other vendors, or to develop alternative sources, could result in
price increases, delays or reductions in services which could have a material
adverse effect on the Company's business, operating results and financial
condition.

The Company's ability to distribute material to media outlets in accordance
with its clients' requirements depends on a number of factors. Some of these
factors are outside of the Company's control, including equipment failure and
interruption in services by its telecommunications service providers. The
Company's failure to make

7
<PAGE>
timely distributions could have a material adverse effect on the Company's
business, operating results and financial condition. The Company has experienced
increases in satellite transmission costs during the past two years. The
inability or unwillingness of the Company to pass such cost increases to its
clients could have a material adverse effect on the Company's business,
operating results and financial condition.

DEPENDENCE ON VIDEO NEWS RELEASES

A substantial portion of the Company's revenues to date has been derived
from the production, distribution and monitoring of VNRs in the U.S. and
overseas. A decline in demand for, or reduction in average prices charged by the
Company for, VNR services, whether as a result of competition, technological
change or otherwise, would have a material adverse effect on the Company's
business, operating results and financial condition. Additionally, the Company
is dependent upon the willingness of the media outlets to which it supplies VNRs
to actually use them on their news broadcasts. Should these media outlets reduce
the use of VNRs, there would be a material adverse effect on the Company's
business, operating results and financial condition. See 'Management's
Discussion and Analysis of Financial Condition and Results of Operations' and

'Business.'

DEPENDENCE ON NEW SERVICES FOR GROWTH

The Company believes that its growth will depend, in part, on its ability
to effectively market recently introduced services and to develop new services
in a timely and cost-effective manner. There can be no assurance that the
Company will be successful in marketing and developing these recently introduced
services or other new services or that if such development is completed, the
Company's planned introduction of these services will realize market acceptance
or will meet the technical or other requirements of its clients. If the Company
is unable to effectively market new services, there could be a material adverse
effect on the Company's business, operating results and financial condition. See
'Business.'

RISKS ASSOCIATED WITH ACQUISITIONS

The Company's growth strategy includes pursuing acquisitions in the
communications services industry. The success of this strategy depends not only
upon the Company's ability to identify and acquire suitable businesses on a
cost-effective basis, but also upon its ability to integrate acquired personnel,
operations, products, services and technology into its organization effectively,
to retain and motivate key personnel and to retain the clients of acquired
firms. There can be no assurance that the Company will be able to achieve any of
the foregoing. The Company competes for acquisition opportunities with other
companies that have significantly greater financial and other resources than
those of the Company. The Company may use Common Stock and/or Preferred Stock
(which could result in dilution to the purchasers of the Common Stock offered
hereby) or may incur long-term indebtedness or a combination thereof for all or
a portion of the consideration to be paid in future acquisitions. The Company
has no current plans, agreements or commitments and is not currently engaged in
any negotiations with respect to any acquisitions.

GLOBAL EXPANSION

The Company plans to continue its international expansion through direct
operations and foreign affiliations. There can be no assurance, however, that
the Company's services will achieve market acceptance in other countries. The
Company's ability to successfully enter these new markets will depend, in part,
on its ability to attract personnel with experience in these locations and to
attract partners with the necessary local business relationships. Changes in
government policies and regulations in foreign countries could require the
Company's services to be redesigned or could restrict the Company's ability to
deliver its material. Telecommunications standards in foreign countries differ
from those in the U.S. and may require the Company to incur substantial costs
and expend significant managerial resources to comply with such standards.
Furthermore, international business is subject to country-specific risks and
circumstances, including different tax laws, difficulties in expatriating
profits, currency exchange rate fluctuations, increases in duties, price
controls and the complexities of administering business abroad. These and other
related risks and circumstances could have a material adverse effect on the
Company's business, operating results and financial condition.

ABILITY TO INTEGRATE NEW TECHNOLOGY

The communications industry is characterized by rapidly changing
technology. The Company's ability to remain competitive will depend in
significant part upon its ability to continue to integrate new technology into
its services. New technologies, as well as the introduction of services
embodying new technologies, could render the Company's existing services
obsolete or unmarketable. There can be no assurance that the Company will be
successful in identifying and developing new services that respond to
technological change, that the Company

8
<PAGE>
will not experience difficulties that could delay or prevent the successful
development, introduction and marketing of these services or that its new or
enhanced services will adequately meet the requirements of the marketplace and
achieve market acceptance. See 'Business.'

COMPETITION

The markets for the Company's services are highly competitive. The
principal competitive factors affecting the Company are effectiveness,
reliability, price, technological sophistication and timeliness. Numerous
specialty companies compete with the Company in each of its business lines
although no single company competes across all service lines. Many of the
Company's competitors or potential competitors have longer operating histories,
longer client relationships and significantly greater financial, management,
technological, sales, marketing and other resources than the Company. In
addition, clients could perform internally all or certain of the services
provided by the Company rather than outsourcing such services. The Company
expects that competition will increase substantially as a result of industry
consolidations and alliances, as well as through the emergence of new
competitors. The Company believes that the market for communications services
may become increasingly concentrated in the future as a result of the
acquisition and integration of smaller service providers, which are likely to
permit many of the Company's competitors to devote significantly greater
resources to the development and marketing of new competitive services. There
can be no assurance that existing or future competitors will not develop or
offer communications services that provide significant performance, price,
creative or other advantages over those offered by the Company. The Company
could face competition from companies in related communications markets which
could offer services that are similar or superior to those offered by the
Company. In addition, national and regional telecommunications providers could
enter the market with materially lower electronic delivery costs, and radio and
television networks could also begin transmitting business communications
separate from their news programming. The Company's ability to maintain and
attract clients depends to a significant degree on the quality of services
provided and its reputation among its clients and potential clients as compared
to that of competitors. There can be no assurance that the Company will not face
increased competition in the future or that such competition will not have a
material adverse effect on the Company's business, operating results and
financial condition.

MANAGEMENT OF GROWTH; RISKS ASSOCIATED WITH EXPANSION

The Company's business has grown rapidly in recent years. The Company's
expansion has resulted, and is expected in the future to result, in substantial
growth in the number of its employees and in increased responsibility for both
existing and new management personnel. The Company's success depends to a
significant extent on the ability of its executive officers and other members of
senior management, only one of whom has any executive management experience with
a public company, to manage that growth and operate effectively, both
independently and as a group. See 'Management.'

In addition, the Company plans to expand its services and open new offices.
There can be no assurance that the Company will be able to manage its recent or
any future expansion effectively and profitably, and any inability to do so
would have a material adverse effect on the Company's business, operating
results and financial condition. There also can be no assurance that the Company
will be able to sustain the rates of growth that it has experienced in the past.

ABSENCE OF LONG-TERM CONTRACTS

The Company's clients generally retain the Company on a project-by-project
basis rather than under long-term contracts. As a result, there can be no
assurance that a client will engage the Company for further services once a
project is completed. Assignments from existing clients represented a
significant portion of the Company's revenues for 1995 and the nine months ended
September 30, 1996, accounting for 63% and 70%, respectively. To the extent that
a large number of the Company's current clients do not continue to use the
Company's services, and the Company is unable to attract new clients or leverage
existing client relationships by cross-marketing its services, there would be a
material adverse effect on the Company's business, operating results and
financial condition.

SUSCEPTIBILITY TO GENERAL ECONOMIC CONDITIONS

The Company's revenues are affected by its clients' marketing
communications spending and advertising budgets. The Company's revenues and
results of operations may be subject to fluctuations based upon general economic
conditions in the geographic locations where it distributes its material. If
there were to be a general economic downturn or a recession in these geographic
locations, then the Company expects that business enterprises, including its
clients and potential clients, could substantially and immediately reduce their
marketing

9
<PAGE>
and communications budgets. In the event of such an economic downturn, there
would be a material adverse effect on the Company's business, operating results
and financial condition.

CONCENTRATION OF STOCK OWNERSHIP; POTENTIAL ISSUANCE OF PREFERRED STOCK;
PROVISIONS WITH POTENTIAL ANTI-TAKEOVER EFFECTS

Upon completion of this offering, the executive officers and directors of
the Company and their affiliates and other holders of 5% or more of the Common
Stock will beneficially own approximately 44.3% of the Common Stock

(approximately 40.0% if the Underwriters' over-allotment option is exercised in
full). As a result, these stockholders will be able to significantly influence
all matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions. Such concentration of
ownership may have the effect of delaying or preventing a change in control of
the Company. See 'Principal Stockholders.'

In addition, the Company's Board of Directors has the authority to issue up
to 1,000,000 shares of Preferred Stock and to determine the price, rights,
preferences, privileges and restrictions thereof, including voting rights,
without any further vote or action by the Company's stockholders. Although the
Company has no current plans to issue any shares of Preferred Stock, the rights
of the holders of Common Stock would be subject to, and may be adversely
affected by, the rights of the holders of any Preferred Stock that may be issued
in the future. Issuance of Preferred Stock could have the effect of delaying,
deferring or preventing a change in control of the Company. Furthermore, certain
provisions of the Company's Amended and Restated Certificate of Incorporation
and Amended and Restated By-laws and of Delaware law could have the effect of
delaying, deferring or preventing a change in control of the Company. See
'Management,' 'Certain Transactions,' 'Principal and Selling Stockholders' and
'Description of Capital Stock.'

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law which prevent certain Delaware corporations, including
those whose securities are listed on the Nasdaq National Market, from engaging,
under certain circumstances, in a 'business combination' with any 'interested
stockholder' for three years following the date that such stockholder became an
'interested stockholder.' A Delaware corporation may 'opt out' of this law with
an express provision in its original certificate of incorporation or an
amendment either to its certificate of incorporation or to its by-laws approved
by a majority of the outstanding voting shares. The Company has not opted out of
the law which may inhibit a third party 'interested stockholder' from commencing
a 'business combination.'

DISCRETION IN USE OF PROCEEDS

The Company intends to use the net proceeds from the sale of the Common
Stock offered hereby for general corporate purposes and possible acquisitions.
The Company, however, has not designated any specific use for these proceeds.
Accordingly, the Company will have complete discretion with respect to the use
of these proceeds and there can be no assurance that they can or will be
invested to yield a significant return. See 'Use of Proceeds.'

NO PRIOR MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to this offering there has been no public market for the Company's
Common Stock and, although the Company has applied to have the Common Stock
approved for quotation and trading on the Nasdaq National Market, there can be
no assurance that an active trading market will develop or be sustained after
this offering. The initial public offering price of the Common Stock offered
hereby will be determined through negotiations among the Company and the

Representatives of the Underwriters and may not be indicative of future market
prices. There can be no assurance that the market price of the Common Stock will
not decline below the initial public offering price. The trading prices of the
Common Stock may be highly volatile and subject to wide fluctuations in response
to a number of factors, including variations in operating results, limited
trading volume, failure to meet expectations of, or a change in recommendation
by, securities analysts, announcements of extraordinary events such as
litigation or acquisitions, announcements of technological innovations or new
services by the Company or its competitors, as well as trends in the Company's
industry and general market conditions. In addition, stock markets have
experienced extreme price and volume fluctuations in recent years. This
volatility has had a substantial effect on the market prices of securities of
many companies for reasons frequently unrelated to the operating performance of
the specific companies. These broad market fluctuations may adversely affect the
market price of the Company's Common Stock. See 'Underwriting.'

10
<PAGE>
IMMEDIATE AND SUBSTANTIAL DILUTION

Assuming an initial public offering price of $10.00 per share, investors
participating in this offering will incur immediate, substantial dilution of
approximately $6.13 in the net tangible book value per share. To the extent
outstanding options to purchase the Company's Common Stock are exercised, there
will be further dilution to such investors. See 'Dilution.'

BENEFITS OF THIS OFFERING TO CURRENT STOCKHOLDERS

Upon the consummation of this offering, the current stockholders of the
Company will realize certain benefits, including the creation of a public
trading market for their shares of Common Stock and the corresponding
facilitation of sales by such stockholders of their shares of Common Stock in
the secondary market. Such stockholders purchased their Common Stock at an
average price of $1.27 per share, substantially below the initial public
offering price.

SHARES ELIGIBLE FOR FUTURE SALES

Sales of a substantial number of shares of Common Stock in the public
market following this offering or the prospect of such sales could adversely
affect the market price of the Common Stock prevailing from time to time.

contractual restrictions discussed below, 3,021,412 shares of Common Stock will
be eligible for sale under Rule 144 from the date of this Prospectus. 2,111,669
of such shares are entitled to certain registration rights. See 'Description of
Capital Stock.' Holders of 99% of the outstanding Common Stock are subject to
lock-up agreements under which they have agreed not to sell or otherwise dispose
of any shares of Common Stock without the prior written consent of Dean Witter
Reynolds Inc. for a period of 180 days after the date of this Prospectus whether
now owned or hereafter acquired by such stockholders or with respect to which
such stockholders have or hereafter acquire the power of disposition or enter
into any swap or any other agreement or any transaction that transfers, in whole
or in part, directly or indirectly, the economic consequence of ownership of the
Common Stock or any Common Stock deemed to be beneficially owned by such
stockholders, whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise. Such stockholders
also have agreed not to exercise their registration rights for 180 days after
the date of this Prospectus and have granted Dean Witter Reynolds Inc. the right
of first refusal to be engaged as the lead manager of the underwritten public
offering of their shares if registration rights are exercised following the
expiration of the lock-up period until the date that is 12 months from the date
of this Prospectus. The Company has consented to any such engagement of Dean
Witter Reynolds Inc. The Company has agreed not to issue or sell any shares of
Common Stock, without the prior written consent of Dean Witter Reynolds Inc. for
a period of 180 days after the date of this Prospectus other than the issuance
of shares upon the exercise of stock options. Upon the expiration of the 180-day
lock-up period, certain of the shares of Common Stock subject to the lock-up
agreements will become eligible for sale in the public market subject to the
conditions of Rule 144. See 'Underwriting' and 'Shares Eligible For Future
Sales.'

The Company intends to file a Registration Statement on Form S-8 to
register the 812,648 shares of Common Stock issuable upon the exercise of
options granted under the Stock Option Plan and the Directors Stock Option Plan.
Following the filing of the Form S-8, shares of Common Stock issued upon the
exercise of options granted under the Stock Option Plan and the Directors Stock
Option Plan will be available for sale in the public market upon vesting of such
options, subject to Rule 144 volume limitations applicable to affiliates.

<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,000,000 shares of
Common Stock offered by the Company hereby are estimated to be $17.75 million,
assuming a public offering price of $10.00 per share, and after deducting the
Underwriters' discounts and commissions and the estimated offering expenses
payable by the Company.

The Company intends to use the net proceeds of this offering for general
corporate purposes and possible acquisitions. No portion of the proceeds of this
offering has been allocated to any specific acquisition. Although the Company
reviews and considers possible acquisitions on an on-going basis, no specific
acquisitions are planned as of the date of this Prospectus. Pending such uses,
the Company plans to invest the net proceeds of this offering in short-term,
interest-bearing investment grade securities. See 'Business.'

DIVIDEND POLICY

The Company has never paid dividends on its Common Stock. The Company
intends to retain any earnings to provide funds for utilization in its business
and does not anticipate paying any cash dividends on its Common Stock in the
foreseeable future. The Company's loan agreement contains provisions which
prohibit the payment of cash dividends by the Company.

DILUTION

At September 30, 1996 the pro forma net tangible book value of the Company,
as adjusted to give effect to the Preferred Stock Conversions as if the
Preferred Stock Conversions had occurred on September 30, 1996, was $1,802,533
or $0.59 per share of Common Stock outstanding. 'Pro Forma net tangible book
value' per share represents the total amount of the Company's tangible assets
less total liabilities, divided by the number of shares of Common Stock
outstanding prior to the offering. After giving effect to the sale by the
Company of the 2,000,000 shares of Common Stock offered hereby (at an assumed
initial public offering price of $10.00 per share and after deducting estimated
underwriting discounts and offering expenses), the pro forma net tangible book
value of the Company at September 30, 1996 would have been $19,552,553 or $3.87
per share. This amount represents an immediate increase of $3.28 per share to
existing stockholders and an immediate dilution of $6.13 per share to new
investors. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share of Common Stock....................... $10.00
Pro forma net tangible book value per share before the offering.................. $0.59
Increase per share attributable to the offering.................................. 3.28
-----
Pro forma net tangible book value per share of Common Stock after the offering........ 3.87

------
Dilution per share to new investors in the offering................................... $ 6.13
------
------
</TABLE>

The following table sets forth, on a pro forma basis at September 30, 1996,
after giving effect to the Preferred Stock Conversions and the offering, the
number of shares of Common Stock purchased from the Company, the total
consideration paid and the average price per share paid by the existing
stockholders and by the investors purchasing shares of Common Stock offered
hereby (assuming an initial public offering price of $10.00 per share before
deducting underwriting discounts and offering expenses):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ---------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1).................. 3,047,933 60.4% $ 3,884,261 16.3% $ 1.27
New investors(1).......................... 2,000,000 39.6 20,000,000 83.7 10.00
---------- ------- ----------- -------
Total..................................... 5,047,933 100.0% $23,884,261 100.0%
---------- ------- ----------- -------
---------- ------- ----------- -------
</TABLE>

- ------------------
(1) If the over-allotment option is exercised in full, sales by Selling
Stockholders will reduce the number of shares held by the existing
stockholders to 2,747,933 shares or approximately 54.4% of the total shares
of Common Stock outstanding and will increase the number of shares held by
new investors to 2,300,000 or approximately 45.6% of the total shares of
Common Stock outstanding after this offering. See 'Principal and Selling
Stockholders.'

The foregoing computations assume no exercise of options to purchase
569,594 shares of Common Stock reserved for issuance under the Company's Stock
Option Plan at a weighted average exercise price of $3.16 per share and 62,400
shares of Common Stock reserved for issuance under the Directors Stock Option
Plan at an exercise price of $3.54 per share. To the extent that any outstanding
options are exercised, there will be further dilution to new investors. See
'Management.'

<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company (i) on an
actual basis as of September 30, 1996 and (ii) as adjusted to give effect to the
Preferred Stock Conversions and the issuance and sale by the Company of the
2,000,000 shares of Common Stock offered hereby, at an estimated initial public
offering price of $10.00 per share, and the receipt of the estimated net
proceeds therefrom, after deducting the underwriting discounts and commissions
and estimated offering expenses payable by the Company. This table should be
read in conjunction with the Financial Statements and related Notes thereto,
'Management's Discussion and Analysis of Financial Condition and Results of
Operations' and the Unaudited Pro Forma Condensed Combined Financial Statements
appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-------------------------
ACTUAL AS ADJUSTED
---------- -----------
<S> <C> <C>
Current portion of long-term debt........................................ $ 37,143 $ 37,143
---------- -----------
---------- -----------
Long-term debt........................................................... $ 283,950 $ 283,950
Stockholders' equity(1)
Preferred Stock, $.01 par value, 1,000,000 shares authorized; none
issued and outstanding, actual and as adjusted(2)................... -- --
Series A, 10% Cumulative Convertible Preferred Stock, $1.50 par value;
655,417 shares authorized, issued and outstanding actual; none
issued and outstanding as adjusted.................................. 983,126 --
Series B, 10% Cumulative Convertible Preferred Stock, $1.35 par value;
475,185 shares authorized, issued and outstanding actual; none
issued and outstanding as adjusted.................................. 641,500 --
Series C, 10% Cumulative Convertible Preferred Stock, $2.75 par value;
645,455 shares authorized; 629,130 shares issued and outstanding
actual; none issued and outstanding as adjusted..................... 1,730,107 --
Common Stock, $.01 par value, 15,000,000 shares authorized; 936,264
shares issued and outstanding actual; 5,047,933 shares issued and
outstanding as adjusted............................................. 9,363 50,479
Additional paid-in capital............................................... 520,165 21,583,782
Accumulated deficit...................................................... (711,012) (711,012)
Equity adjustment for foreign currency translation....................... (634) (634)
---------- -----------
Total stockholders' equity............................................. 3,172,615 20,922,615
---------- -----------
Total capitalization..................................................... $3,456,565 $21,206,565
---------- -----------
---------- -----------
</TABLE>

- ------------------
(1) Does not include an aggregate of (i) 569,594 shares of Common Stock issuable
upon exercise of options outstanding under the Company's Stock Option Plan
at a weighted average exercise price of $3.16 per share of Common Stock and
(ii) 62,400 shares of Common Stock reserved for issuance upon exercise of
options outstanding under the Directors Stock Option Plan, at an exercise
price of $3.54 per share.
(2) Contingent upon the effectiveness of this offering.

<PAGE>
SELECTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)

The following selected historical financial information presented below as
of and for each of the five years ended December 31, 1995 and for the
nine-months ended September 30, 1996 have been derived from financial statements
of the Company audited by KPMG Peat Marwick LLP, independent certified public
accountants. The financial statements as of December 31, 1994 and 1995 and
September 30, 1996 and for each of the years in the three-year period ended
December 31, 1995 and the nine-months ended September 30, 1996 are included
elsewhere in this Prospectus. The selected unaudited historical information
presented below for the nine-month period ended September 30, 1995 is derived
from the unaudited financial statements of the Company included elsewhere in
this Prospectus. In the opinion of management of the Company, the unaudited
financial information reflects all adjustments, consisting of normal recurring
adjustments, necessary to present fairly the financial information for such
periods and as of such date. The results of the nine-month periods ended
September 30, 1995 and 1996 are not necessarily indicative of results to be
expected for the full year.

The unaudited pro forma information gives effect to the PR Data Acquisition
as if it had occurred at the beginning of the period presented. The pro forma
information is not necessarily indicative of the results of operations that
would have been reported if the PR Data Acquisition had occurred during those
periods, or that may be reported in the future.
This data should be read in conjunction with the historical financial
statements of the Company and PR Data Systems Inc. ('PR Data') and the Unaudited
Pro Forma Condensed Combined Financial Statements of the Company appearing
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------------------------------- -----------------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------------------- ------ --------------------
PRO PRO
ACTUAL FORMA ACTUAL ACTUAL FORMA
-------- --------- ------ ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................... $ 4,891 $ 5,802 $ 6,065 $ 7,548 $ 10,625 $ 12,237 $7,382 $11,158 $12,014
Direct costs.................. 1,867 2,225 2,629 3,039 4,553 4,745 3,282 4,605 4,696
-------- -------- -------- -------- -------- --------- ------ ------- ---------
Gross profit.................. 3,024 3,577 3,435 4,509 6,071 7,492 4,100 6,553 7,318
General and administrative
expenses.................... 2,937 3,437 3,651 4,069 5,373 6,787 3,797 5,548 6,307
-------- -------- -------- -------- -------- --------- ------ ------- ---------
Operating income (loss)....... 87 140 (215) 440 698 705 303 1,005 1,011
Other income (expense)........ (12) 18 (3) 1 15 (11) 12 5 (27)
-------- -------- -------- -------- -------- --------- ------ ------- ---------

Income (loss) before income
taxes....................... 75 158 (218) 441 713 694 315 1,010 984
Income tax expense
(benefit)................... 26 63 13 (1,023)(1) 332 320 149 431 417
-------- -------- -------- -------- -------- --------- ------ ------- ---------
Income (loss) from continuing
operations before
discontinued operations and
extraordinary item.......... 49 95 (231) 1,464(1) 381 374 166 579 567
Net income (loss)............. $ 21(2) $ 144(2) $ (231) $ 1,464(1) $ 381 $ 374 $ 166 $ 579 $ 567
-------- -------- -------- -------- -------- --------- ------ ------- ---------
-------- -------- -------- -------- -------- --------- ------ ------- ---------
Net income (loss) applicable
to common stock............. $ (295)(2) $ (184)(2) $ (566) $ 1,129 $ 46 $ 374 $ (85) $ 327 $ 567
Net income (loss) before tax
valuation reversal(1)....... $ 21(2) $ 144(2) $ (231) $ 222 $ 381 $ 374 $ 166 $ 579 $ 567
Pro forma net income per
share(3).................... $ 0.11 $0.05 $ 0.17
Shares used to compute pro
forma net income per
share(3).................... 3,453 3,453 3,485
OTHER DATA:
Number of offices............. 4 4 5 6 7 8 7 8 8
Average revenues per sales
employee.................... $326,000 $322,000 $347,000 $414,000 $506,000 $532,000
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
---------------------------------------------- -------------
1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.......................................... $ 248 $ 370 $ 218 $ 887 $1,722 $ 1,500
Total assets............................................. 1,399 1,483 1,683 3,237 4,387 6,551
Long-term debt, net of current portion................... 30 -- -- -- -- 284
Stockholders' equity..................................... 488 750 557 2,017 2,425 3,173
</TABLE>
- ------------------
(1) In accordance with Statement of Financial Accounting Standards No. 109, the
Company reversed its valuation allowance against deferred tax assets in the
amount of $1,242,000 in 1994. See Note 5 to the Company's Financial
Statements.

(2) Includes a loss of $40,000 from discontinued operations in 1991 and the
utilization of net operating losses resulting in tax benefits of $12,000 in
1991 and $49,000 in 1992.

(3) See Note 9 to the Company's Financial Statements for an explanation of the
method used to determine the number of shares.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following discussion of the Company's historical results of operations
and of its liquidity and capital resources should be read in conjunction with
the Selected Financial Information of the Company and the Financial Statements
of the Company and the Notes thereto included elsewhere in the Prospectus.

The Company was formed in September 1986 and initially concentrated on the
satellite distribution of VNRs and the electronic monitoring of their broadcast
on television. The Company has grown as a result of the introduction of new
services and domestic and international expansion. The Company now provides a
wide array of services on a worldwide basis. These services include video
distribution and monitoring (introduced in 1987), live broadcasts, including
satellite media tours and video conferencing (1988), video production, research
and analysis of marketing communications campaigns and programs (1994) and audio
distribution and production (1996). Services introduced since 1994 (video
production, audio distribution and production, research and analysis, and print
distribution) accounted for approximately 27% of revenues for the nine months
ended September 30, 1996. The PR Data Acquisition in July 1996 has expanded the
Company's research capabilities and added print news release distribution
services. The following table illustrates on a percentage of revenues basis the
changing mix of the Company's revenues since 1992:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------- -------------
SERVICES 1992 1993 1994 1995 1996
- -------------------------------------------- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
Video distribution and monitoring........... 73% 75% 73% 61% 52%
Video production............................ -- NM 7 12 19
Live broadcasts............................. 27 25 20 22 21
Audio distribution and production........... -- -- -- -- 2
Research and analysis....................... -- -- NM 5 5
Print distribution.......................... -- -- -- -- 1
</TABLE>

The Company launched its international services and established an office
in London in 1993. The Company has since developed 17 affiliate relationships
which enable the Company to provide global production and distribution.
International revenues more than quadrupled from $360,000 in 1993 to $1.5
million in 1995. International revenues increased by $1.1 million, or 110% from
$1.0 million for the nine months ended September 30, 1995 to $2.1 million for
the nine months ended September 30, 1996.

In addition to adding new services, the Company has continued to expand
geographically by adding new offices, most recently in Dallas in 1994 and

Atlanta in 1995, and by adding personnel to existing offices. Each new office
has resulted in the development of new client relationships.

Clients pay for production, distribution, monitoring and live broadcasts on
a fixed-fee basis. The Company does not charge the media for airing the clients'
material. The Company's revenues do not depend on the usage by the media of the
clients' material. The Company's production department specifies in advance of
each project the services to be provided for the specified fee. In the event
that a project requires additional services, the client incurs additional fees.
Research is conducted pursuant to contracts and on a project basis. These
contracts and projects are priced on a fixed-fee basis. Distribution and live
broadcast revenues are recognized upon the completion of the project. Video
production and research revenues are recognized on the percentage of completion
basis. Generally, video production projects are completed within one month from
the time they are initiated; research projects can last for up to one year.

Direct costs include costs associated with the use of the AP
Express/Medialink Newswire, satellite transmission, electronic monitoring,
production crews, editing, studios, tabulation services and sales commissions.
Satellite transmission costs have increased during the past two years. During
the third quarter of 1995 the Company began to pass such increase in costs to
its clients. General and administrative expenses

15
<PAGE>
include all salary-related costs as well as general overhead costs such as
advertising, travel and entertainment expenses, and rent.

The Company consummated the PR Data Acquisition in July 1996. PR Data had
revenues of approximately $1.7 million in 1995. The Company paid for the PR Data
Acquisition through the payment of $120,000 cash, the issuance of 24,000 shares
of Common Stock and the assumption of certain liabilities not to exceed the book
value of the assets acquired by $372,000. In addition, the Company will make
payments in the aggregate amount of $410,000 payable over the next five years
under the terms of non-compete agreements with certain officers and stockholders
of PR Data. The transaction was accounted for as a purchase.

GENERAL

Results of Operations

The following table sets forth for the periods indicated certain components
of the Company's statement of operations as a percentage of revenues.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,

----------------------------------------
1993 1994 1995
------------------------ ------------------------ ------------------------
<S> <C> <C> <C>
Revenues.............................. 100.0% 100.0% 100.0%
Direct costs.......................... 43.4 40.3 42.9
------ ------ ------
Gross profit.......................... 56.6 59.7 57.1
General and administrative expenses... 60.2 53.9 50.6
------ ------ ------
Operating income (loss)............... (3.6) 5.8 6.5
Other income.......................... -- -- 0.1
------ ------ ------
Income (loss) before income taxes..... (3.6) 5.8 6.6
Income tax expense (benefit).......... 0.2 (13.6)(1) 3.1
------ ------ ------
Net income (loss)..................... (3.8)% 19.4%(1) 3.5%
------ ------ ------
------ ------ ------

<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------------------------------------
1995 1996
------------------------------- -------------------------------
<S> <C> <C>
Revenues.............................. 100.0% 100.0%
Direct costs.......................... 44.5 41.3
------ ------
Gross profit.......................... 55.5 58.7
General and administrative expenses... 51.4 49.7
------ ------
Operating income (loss)............... 4.1 9.0
Other income.......................... 0.1 0.0
------ ------
Income (loss) before income taxes..... 4.2 9.0
Income tax expense (benefit).......... 2.0 3.8
------ ------
Net income (loss)..................... 2.2% 5.2%
------ ------
------ ------
</TABLE>

- ------------------
(1) In accordance with Statement of Financial Accounting Standards No. 109, the
Company reversed its valuation allowance against deferred tax assets in the
amount of $1,242,000 in 1994. See Note 5 to the Company's Financial
Statements.

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1995

Revenues. Revenues increased by $3.8 million, or 51.2%, from $7.4 million
for the nine months ended September 30, 1995 (the 'September 1995 Period') to

$11.2 million for the nine months ended September 30, 1996 (the 'September 1996
Period'). This increase was primarily due to increased sales of VNR production
services, which increased by $1.2 million, increased sales of VNR distribution
services, which increased by $1.3 million, and live broadcast services, which
increased by $687,000. In addition, following the PR Data Acquisition in July
1996 Medialink PR Data contributed $250,000 to the Company's revenues. Revenues
from international services contributed $941,000 to the Company's revenue
growth.

Direct Costs. Direct costs increased by $1.3 million, or 40.2%, from $3.3
million for the September 1995 Period to $4.6 million for the September 1996
Period. Direct costs as a percentage of revenues decreased to 41.3% for the
September 1996 Period from 44.5% for the September 1995 Period, reflecting an
increase in business activity and the mix of business during the period.

General and Administrative Expenses. General and administrative expenses
increased by $1.7 million, or 46.2%, from $3.8 million for the September 1995
Period to $5.5 million for the September 1996 Period. General

16
<PAGE>
and administrative expenses as a percentage of revenues decreased to 49.7% for
the September 1996 Period from 51.4% for the September 1995 Period. Salary
related costs increased by $1.0 million as the Company strengthened its upper
and mid-level management, expanded its sales and operations staff and as a
result of the PR Data Acquisition. In addition, sales and marketing costs
increased by $108,000 for the September 1996 Period and rent and utilities
increased by $149,000 for the September 1996 Period resulting from the expansion
of the Company's sales and operations staff and the PR Data Acquisition.

Operating Income. As a result of the foregoing, operating income increased
by $702,000, or 231.7%, from $303,000 for the September 1995 Period to $1.0
million for the September 1996 Period. As a percentage of revenues, operating
income for the September 30, 1996 Period was 9.0% as compared with 4.1% for the
September 1995 Period.

Income Tax Expense. Income tax expense reflects an allocation based on the
full year anticipated tax expense. Combined federal, state and local taxes were
anticipated to be 42.7% for the September 1996 Period and were 47.2% for the
September 1995 Period.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO THE YEAR ENDED DECEMBER 31, 1994

Revenues. Revenues increased by $3.1 million, or 40.7%, from $7.5 million
for the year ended December 31, 1994 to $10.6 million for the year ended
December 31, 1995. The increase was primarily due to increased sales of VNR
distribution services, which increased by $930,000, VNR production services,
which increased by $780,000, live broadcast services, which increased by
$780,000, and research and analysis services, which increased by $500,000. These
increases were primarily attributable to international revenue growth which
increased by $650,000, improved productivity of the Company's sales and
marketing team, the growth of U.S. production services and the introduction of
research and analysis services at the end of 1994.

Direct Costs. Direct costs increased by $1.6 million, or 49.9%, from $3.0
million in 1994 to $4.6 million in 1995. Direct costs as a percentage of
revenues increased from 40.3% of revenues for 1994 to 42.9% of revenues for
1995. This increase was attributable to a change in the mix of the Company's
business and an increase in satellite costs.

General and Administrative Expenses. General and administrative expenses
increased by $1.3 million, or 32.0%, from $4.1 million in 1994 to $5.4 million
in 1995. General and administrative expenses as a percentage of revenues
decreased to 50.6% in 1995 from 53.9% in 1994. Salary-related costs increased by
$700,000 in 1995 as the Company increased its staff to respond to the increased
demand for the Company's services and sales and marketing costs increased by
$100,000 in 1995.

Operating Income. As a result of the foregoing, operating income increased
by $258,000, or 58.6%, from $440,000 in 1994 to $698,000 in 1995. As a
percentage of revenues, operating income for 1995 was 6.5% as compared with 5.8%
for 1994.

Income Tax Expense (Benefit). In 1994 the income tax benefit resulted
primarily from the reversal of the balance of the Company's valuation allowance
on deferred tax assets in accordance with SFAS No. 109 as a result of the
Company's determination that it had become more likely than not that such
deferred tax assets would be realized.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO THE YEAR ENDED DECEMBER 31, 1993

Revenues. Revenues increased by $1.5 million, or 24.4%, from $6.0 million
for the year ended December 31, 1993 to $7.5 million in the year ended December
31, 1994. This increase was primarily due to increased sales of VNR distribution
services which increased by $1.0 million, and VNR production services which
increased by $490,000. These increases were primarily attributable to improved
productivity of the Company's sales and marketing team, the introduction of VNR
production services in the U.S. and international revenue growth which increased
by $475,000.

Direct Costs. Direct costs increased by $409,000, or 15.6%, from $2.6
million in 1993 to $3.0 million in 1994. Direct costs as a percentage of
revenues decreased to 40.3% in 1994 from 43.3% in 1993. The gross margin
improved as a result of the change in the mix in the Company's business.

17
<PAGE>
General and Administrative Expenses. General and administrative expenses
increased by $418,000, or 11.5%, from $3.7 million in 1993 to $4.1 million in
1994. General and administrative expenses as a percentage of revenues decreased
to 53.9% in 1994 from 60.2% in 1993. Salary-related costs increased by $219,000
in 1994 and sales and marketing costs increased by $84,000 in 1994.

Operating Income (Loss). As a result of the foregoing, operating income
increased by $656,000, from an operating loss of $215,000 in 1993 to an
operating profit of $440,000 in 1994. As a percentage of revenues, operating
income for 1994 was 5.8% as compared with a loss of 3.5% for 1993.

Income Tax Expense (Benefit). Income tax expense reflected on the
statement of operations represents federal, state and local taxes. In 1994 the
income tax benefit resulted primarily from the reversal of the Company's
valuation allowance on deferred tax assets in accordance with SFAS No. 109. In
1993, income tax expense reflected state and local taxes as the Company had
determined that, based on its operating losses and the level of its deferred tax
assets, it was unable to conclude that it was more likely than not that such
deferred tax assets would be realized in the future.

QUARTERLY RESULTS

The Company experiences quarterly seasonal variations in revenues as a
result of several factors, including its clients' business cycles and timing of
product introductions. Accordingly, since the Company's salary and overhead
costs are relatively stable from quarter to quarter, the Company's results from
operations have been higher in the second and fourth quarters. The following
table presents the Company's operating results for the eight quarters ended
September 30, 1996. The information for each of these quarters is unaudited but
has been prepared on the same basis as the Company's audited financial
statements and in the opinion of the Company's management reflects all the
adjustments made in conjunction with the Company's audited financial statements
and notes thereto appearing elsewhere in the prospectus. Operating results for
any quarter are not indicative of results for any future periods.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------------------------------
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
1994 1995 1995 1995 1995 1996 1996
------------ --------- -------- ------------- ------------ --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues........................ $ 2,126 $ 2,018 $ 2,920 $ 2,445 $ 3,242 $ 3,329 $ 4,102
Direct costs.................... 860 876 1,329 1,078 1,270 1,439 1,769
------------ --------- -------- ------------- ------------ --------- --------
Gross profit.................... 1,266 1,142 1,591 1,367 1,972 1,890 2,333
General and administrative
expenses...................... 1,099 1,192 1,284 1,319 1,578 1,568 1,832
------------ --------- -------- ------------- ------------ --------- --------
Operating income (loss)......... 167 (50) 307 48 394 322 501
Other income (expense).......... 2 3 4 5 3 7 6
------------ --------- -------- ------------- ------------ --------- --------
Income (loss) before taxes...... 169 (47) 311 53 397 329 507
Income tax expense (benefit).... 69 (22) 145 25 185 134 207
------------ --------- -------- ------------- ------------ --------- --------
Net income (loss)............... $ 100 $ (25) $ 166 $ 28 $ 212 $ 195 $ 300
------------ --------- -------- ------------- ------------ --------- --------
------------ --------- -------- ------------- ------------ --------- --------
Pro forma net income (loss) per
share(1)...................... $ 0.03 $ (0.01) $ 0.05 $ 0.01 $ 0.06 $ 0.05 $ 0.09

SEPTEMBER 30,

1996
-------------

<S> <C>
Revenues........................ $ 3,727
Direct costs.................... 1,397
-------------
Gross profit.................... 2,330
General and administrative
expenses...................... 2,148
-------------
Operating income (loss)......... 182
Other income (expense).......... (9)
-------------
Income (loss) before taxes...... 173
Income tax expense (benefit).... 90
-------------
Net income (loss)............... $ 83
-------------
-------------
Pro forma net income (loss) per
share(1)...................... $ 0.03
</TABLE>
<TABLE>
<CAPTION>
AS A PERCENTAGE OF REVENUES
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues........................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Direct costs.................... 40.5 43.4 45.5 44.2 39.2 43.2 43.1
------------ --------- -------- ------------- ------------ --------- --------
Gross profit.................... 59.5 56.6 54.5 55.8 60.8 56.8 56.9
General and administrative
expenses...................... 51.6 59.0 44.0 53.9 48.7 47.1 44.7
------------ --------- -------- ------------- ------------ --------- --------
Operating income (loss)......... 7.9 (2.4) 10.5 1.9 12.1 9.7 12.2
Other income (expense).......... -- 0.1 0.1 0.2 0.1 0.2 0.1
------------ --------- -------- ------------- ------------ --------- --------
Income (loss) before taxes...... 7.9 (2.3) 10.6 2.1 12.2 9.9 12.3
Income tax expense (benefit).... 3.2 (1.1) 5.0 1.0 5.7 4.0 5.0
------------ --------- -------- ------------- ------------ --------- --------
Net income (loss)............... 4.7% (1.2)% 5.6% 1.1% 6.5% 5.9% 7.3%
------------ --------- -------- ------------- ------------ --------- --------
------------ --------- -------- ------------- ------------ --------- --------

<S> <C>
Revenues........................ 100.0%
Direct costs.................... 37.5
-------------
Gross profit.................... 62.5
General and administrative
expenses...................... 57.7

-------------
Operating income (loss)......... 4.8
Other income (expense).......... (0.2)
-------------
Income (loss) before taxes...... 4.6
Income tax expense (benefit).... 2.4
-------------
Net income (loss)............... 2.2%
-------------
-------------
</TABLE>

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

(1) See Note 9 to the Company's Financial Statements for an explanation of the
method used to determine the number of shares.

18
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations primarily through cash generated
from operations. Since the end of 1994, the Company's cash balance has increased
by approximately $344,000 from $262,000 as of December 31, 1994 to $606,000 as
of September 30, 1996 as a result of continued profitability. Cash flows
provided by operating activities amounted to $405,700, $435,007 and $1,181,220
for the years ended December 31, 1994 and 1995 and the nine months ended
September 30, 1996, respectively. The increase in cash generated from operations
was primarily due to increases in the Company's operating income. During the
same period the Company repaid $273,870 in bank debt. The Company has no capital
expenditure plans other than in the ordinary course of business consistent with
its prior practices. Capital expenditures are primarily incurred to support the
Company's growth in sales and operations and were approximately $127,000 and
$394,000 for the years ended December 31, 1994 and 1995, respectively, and
$412,000 for the nine months ended September 30, 1996. The Company believes that
the net proceeds from the offering and cash flow from operations will be
sufficient to fund its cash needs for at least the next twelve months.

The Company has a credit facility secured by the Company's accounts
receivable and all other assets of the Company which matures on February 28,
1997, bears interest at the prime rate plus 1% and is payable monthly. Under the
terms of the credit facility, the Company can borrow up to the lesser of
$500,000 or 70% of its eligible accounts receivable, as defined in the agreement
governing the credit facility, and is prohibited from paying cash dividends on
its stock. As of September 30, 1996 the Company had no borrowings outstanding
under the credit facility.

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

Long-Lived Assets. In March 1995, the Financial Accounting Standards Board
('FASB') issued SFAS No. 121, 'Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of.' This statement is effective
for fiscal years beginning after December 15, 1995. The adoption of this
statement in fiscal 1996 did not have a material effect on the Company's

financial statements.

Stock-Based Compensation. In October 1995, the FASB issued SFAS No. 123,
'Accounting for Stock-Based Compensation,' which requires adoption of the
disclosure provisions no later than fiscal years beginning after December 15,
1995 and adoption of the measurement and recognition provisions for non-employee
transactions no later than after December 15, 1995. The new standard defines a
fair value method of accounting for the issuance of stock options and other
equity instruments. Under the fair value method, compensation cost is measured
at the grant date based on the fair value of the award and is recognized over
the service period, which is usually the vesting period. Pursuant to SFAS No.
123, companies are encouraged, but not required, to adopt the fair value method
of accounting for employee stock-based transactions. Companies are also
permitted to continue to account for such transactions under Accounting
Principles Board Opinion ('APB') No. 25, 'Accounting for Stock Issued to
Employees,' but would be required to disclose in a note to the financial
statements pro forma net income and per share amounts as if the company had
applied the new method of accounting. SFAS No. 123 also requires increased
disclosures for stock-based compensation arrangements regardless of the method
chosen to measure and recognize compensation for employee stock-based
arrangements. The Company has elected to continue to account for such
transactions under APB No. 25 and will disclose the required pro forma effect on
net income and earnings per share in its annual financial statements.

19
<PAGE>
BUSINESS

The Company began offering production of video news releases in 1994 and
has since developed a full range of video, audio and print services which it now
provides on a global basis. Medialink enables its clients to reach more than
3,000 newsrooms at television and radio networks, local stations, cable
channels, direct broadcast satellite systems, as well as on-line services,
including those available on the Internet. The Company also coordinates live
television interviews through satellite media tours (SMTs) and produces live
broadcasts of newsworthy events for its clients. Similar to its video services,
the Company also offers its clients audio news releases (ANRs) and radio media
tours (RMTs). The Company believes that its proprietary database of over 40,000
news contacts, which includes their editorial preferences and technical
requirements, increases the Company's efficiency.

The Company has provided its services to more than 1,100 clients over the
last twenty-four months. The Company's clients include corporations such as
General Motors, IBM, Johnson & Johnson, Sony and Ciba Geigy/Sandoz;
organizations such as the American Association of Retired Persons and the
AFL-CIO; and the world's largest marketing communications firms such as
Burson-Marsteller, Hill & Knowlton, Edelman Public Relations Worldwide and the
Shandwick Group. No single client accounted for more than 4% of the Company's
revenues in 1995. Materials distributed by the Company have aired on ABC, CBS,
NBC and their affiliates, as well as CNN and CNBC in the United States, and the
BCC, CNN International, Sky News, RAI (Italy) and NHK (Japan) internationally.

As an integral part of its services, the Company monitors media usage of
the material it distributes. Television usage is monitored using electronic
technology and data provided by several independent services, including Nielsen
Media Research and Competitive Media Reporting. Radio usage is monitored using
data provided by independent news tracking services, as well as data collected
automatically when radio stations call in to the Company's automated digital ANR
retrieval system. The Company provides its clients with monitoring reports which
include the date and time at which the clients' material was used, the media and
markets in which it was used and a report on the size and demographic
composition of the audience. The Company believes that this ability to
accurately monitor and report usage on a timely basis is critical to its
success. The Company also offers research and analysis services which provide
customized studies to measure the results of clients' public relations programs,
analyze competitive trends and measure return on investment of their marketing
communications efforts. As a result of the PR Data Acquisition in July 1996, the
Company expanded its research capabilities and added print news release
distribution services. In August 1996 the Company changed its corporate name
from Video Broadcasting Corporation to Medialink Worldwide Incorporated.

INDUSTRY BACKGROUND

The Company serves a global marketplace. Based on a combination of surveys
taken by the Company and published reports, the Company estimates that it
competes in a market which was approximately $500 million in 1995, considering
only the United States and the United Kingdom. The Company believes that the
following trends have created growing opportunities for its services in domestic
and international markets:

Increasing Importance of Television as a Communications Medium. The
average amount of time that Americans over the age of 18 spend watching
television has increased by 7% over the last five years to 30 hours per week per
person and is projected to grow an additional 5% over the next five years
according to a regularly published industry source. At the same time, the
average time spent by that same group reading newspapers has declined by more
than 5% over this period to 3.17 hours per week and is expected to continue to
decline over the

20
<PAGE>
next five years according to the same source. In addition, a 1994 survey by the
Roper organization indicates that 72% of Americans get most of their news from
television.

Growing Number of Media Outlets. As the number of traditional media
outlets (broadcast, cable television and radio) has increased and as new media
outlets (on-line and Internet) develop, there has also been a proliferation of
news programs such as MSNBC and CNNfn. As a result, it has become more difficult
to deliver newsworthy material effectively to all media outlets. Increasingly,
organizations and their marketing communications firms are looking for
cost-effective and efficient ways of reaching all of these media outlets.

Outsourcing of Communications Services. At the same time that new
technologies and new media outlets have rendered marketing communications more
complex, few organizations have developed the capacity to provide key marketing
communications services (including video production and distribution)
internally. Many organizations have also followed the trend of reducing their
marketing communications staffs and now often outsource these functions. Outside
service providers offer several advantages, including: the ability to reach a
greater share of the available media; the avoidance of costs such as hiring
additional staff; and the opportunity to act quickly by utilizing the outside
service providers' distribution channels that could take months or years to
develop internally.

THE COMPANY'S COMPETITIVE ADVANTAGES

The Company believes that it is strategically positioned to benefit from
industry trends because of its ability to provide a wide array of video and
audio production, distribution, monitoring and research services on a worldwide
basis. The Company's competitive advantages include its extensive operating
history with media outlets, key industry relationships, prominent client base,
combination of professional skills, ability to integrate new technology and
worldwide production and distribution capabilities.

Extensive Operating History with Media Outlets. The Company has completed
more than 10,000 projects over the course of its ten years of operations and, as
a result, has developed strong relationships with both television and radio
newsrooms worldwide. As evidenced by the frequent usage of its news releases by
media outlets, the Company believes that it has developed a reputation as a
reliable producer of newsworthy, broadcast-quality VNRs and ANRs. In addition,
the Company has created a proprietary database of information about more than
approximately 720 television stations, more than 2,300 radio stations in the
U.S. and 300 other media outlets worldwide. This database contains historical
usage patterns of the stations, information preferences demonstrated by the
stations' news directors and editors and incorporates underlying demographic
data describing the audiences reached by each station.

Key Industry Relationships. The Company has established key relationships
with prominent news distribution and support services companies. For the past
nine years, the Company has benefited from an exclusive arrangement with the AP
for the use of its dedicated links to newsroom computers at television and,
recently, radio stations in the U.S., to notify stations of upcoming video and
audio satellite transmissions. This system is the largest advisory service for
satellite-delivered news, and is relied upon by television and radio stations
across the U.S. The Company also uses the AP for audio transmissions by
satellite. In addition, through an agreement with ABC Radio, the Company's audio
services reach more than 2,300 radio stations in the U.S. Medialink primarily
monitors domestic television station usage of VNRs, SMTs and live broadcast

events under an agreement with Nielsen Media Research and also uses Competitive
Media Reporting's monitoring services.

Prominent Client Base. The Company has provided its services to more than
1,100 clients worldwide over the last twenty-four months. The Company has
developed client relationships with such companies as AT&T, Columbia Tristar
Pictures, Federal Express, General Mills, Hasbro, Intel, MCI and Toyota. The
Company also works with the world's largest public relations firms,
not-for-profit organizations and government entities. The clients for the
Company's research and analysis services include corporations such as GTE,
General Motors, Kraft Foods, Miller Brewing and NYNEX. Assignments from existing
clients represented a significant portion of the Company's revenues for fiscal
1995 and the nine months ended September 30, 1996, accounting for 63% and 70%,
respectively. The Company believes that the prominence of its client base
enhances its reputation among news professionals and helps it attract new
clients.

21
<PAGE>
Combination of Professional Skills. The Company's staff is comprised of
professionals from the fields of public and investor relations, broadcast and
print journalism, production and distribution technology and media and marketing
research. This combination of skills enhances the Company's understanding of the
communications services industry and has enabled the Company to develop its
wide-ranging expertise. The public relations skills of its staff helps the
Company to effectively articulate the messages that its clients want to
communicate. The broadcast and print journalism background of its employees
provides the Company with the ability to translate the messages into video and
audio content in a broadcast style that is familiar to the news media and that
can be easily integrated into news programming. The production and distribution
technology background of the Company's operations staff contributes a broad
understanding of newsrooms' technical requirements which enables the Company to
adapt its services to changes in hardware and transmission systems. The media
and marketing background of the Company's research personnel enables Medialink
to integrate sophisticated market research techniques into its services.

Ability to Integrate New Technology. The Company's ability to integrate
new technology into its services significantly enhances its high-quality,
cost-effective services worldwide. Medialink adapts and implements new
technology through internal development and deployment, strategic alliances and
marketing and vendor agreements. Currently, the Company is experimenting with
digital video and audio transmission and retrieval systems. The Company
continuously monitors technological developments that have the potential to
enhance the value of its services.

Worldwide Distribution and Production. The Company offers its services on
a worldwide basis through all of its offices and through a network of 17
affiliates. The affiliates are independently owned companies which possess
production and marketing capabilities as well as demonstrated working
relationships with local media. All affiliates are trained in the Company's
methods of operation. In Asia, the Pacific Rim, South Africa and Latin America,
the affiliates market the Company's services and provide the Company's clients
with production, distribution and monitoring services. In Europe, the affiliates
market the Company's services to their own clients and provide production

services for the Company's clients.

STRATEGY

The Company's strategy is to maintain and leverage its leading position in
video distribution to become the premiere provider of production, distribution
and monitoring services for its clients' news across all media. The Company
believes that it can continue to broaden its communications services and reach
its strategic objective by (i) developing new services; (ii) leveraging its
client relationships by cross-marketing services to its clients; (iii)
continuing its global expansion; and (iv) pursuing acquisitions and strategic
alliances with companies that can add to the Company's service capabilities or
geographic scope. The following are the key elements of the Company's strategy:

Develop New Services. In recent years the Company has expanded its
services beyond its original video distribution and live broadcast services.
Video production, introduced in 1994, contributed 19% of revenues for the nine
months ended September 30, 1996; and research and analysis, and audio production
and distribution services, introduced in 1994 and 1996, respectively,
contributed 7% of revenues for the nine months ended September 30, 1996. The
Company developed its audio services to satisfy the demand of existing clients
and to offer its services to an expanded range of clients. With the PR Data
Acquisition in July 1996, the Company expanded its research capabilities and
added print news release distribution services. The Company is currently
developing digital video and audio distribution services for the Internet.

Leverage Client Relationships through Cross-Marketing. The Company's
client relationships typically begin with a single project, but often develop to
a point where a client may use several of the Company's services on multiple
occasions. The Company intends to leverage its client relationships by selling
its clients additional communications services, including the production of VNRs
and the production and distribution of ANRs. At present, fewer than 20% of the
Company's clients use its video production services and fewer than 5% use its
audio production and distribution services. The Company also intends to market
its expanded research and analysis service to its clients and to offer its
existing services to PR Data clients. Because production and research services
require a higher degree of collaboration between the Company and its clients and
are typically delivered

22
<PAGE>
over a longer period of time, the Company believes that these services
contribute to developing closer client relationships, thus increasing the
Company's opportunity to sell clients a broader range of services.

Continue to Expand Globally. Since the Company established operations in
London, approximately 30% of the Company's annual revenue growth has been from
international operations. The Company has expanded and will continue to expand
its client base through aggressive marketing, the establishment of additional
sales offices in the U.S., the expansion of its international affiliate network,
particularly in Asia and the Pacific Rim, and the hiring of additional
personnel.

Pursue Acquisitions and Strategic Alliances. The Company operates within a
fragmented industry that includes competitors which do not have the resources to
take advantage of emerging technologies or to offer a full range of integrated
communications support services. At the same time, the Company believes that its
clients are increasingly demanding a full array of integrated services on a
worldwide basis. The Company believes that these trends will encourage
consolidation within the industry and create opportunities for acquisitions and
strategic alliances. No specific acquisitions are planned as of the date of this
Prospectus. There can be no assurance that the Company will be successful in
acquiring and then integrating acquired operations and personnel. See 'Risk
Factors.'

MEDIALINK CLIENTS AND SERVICES

The Company offers its clients a wide array of services which may be
purchased individually or in a customized package. The Company's services
include the following:

VIDEO SERVICES
------------------------------------

Video News Release Distribution
and Monitoring:
Domestic
International
Electronic Press Kits

Internet Delivery
(under development)

Live Broadcasts:
Satellite Media Tours
Special Event Broadcasts
Video Conferences

Video News Release Production:
Domestic
International

Public Service Announcements

AUDIO SERVICES
------------------------------------

Audio News Release Distribution
and Monitoring:
Domestic
International

Radio Media Tours
Audio Conferences
Public Service Announcements
Internet Delivery

(under development)

RESEARCH AND
ANALYSIS SERVICES
AND OTHER SERVICES
------------------------------------

News Coverage Analysis
Campaign Effectiveness
Assessment
Competitive Analysis
Performance Benchmarking
Press Release Distribution

<PAGE>
CLIENTS

The Company has a wide variety of clients, either directly or through the
client's marketing communications support firms. Clients range from Fortune 100
companies to trade associations, government entities and not-for-profit
organizations. Client relationships generally begin with a limited assignment
and have often grown to the provision of a variety of integrated services. The
following chart demonstrates the breadth of services that the Company offers to
a representative list of clients. Some of the clients listed are parent
companies of subsidiaries who use the Company's services. Unless otherwise
indicated, all of the clients listed in the table below are direct clients of
the Company. For the fiscal year ended 1995, no client accounted for more than
4% of the Company's revenues.

<TABLE>
<CAPTION>
CLIENTS SERVICES PROVIDED
- ----------------------------------------------- -------------------------------------------------------------------------
CORPORATIONS, TRADE ASSOCIATIONS VIDEO VIDEO LIVE RESEARCH
AND NOT-FOR-PROFIT ORGANIZATIONS DISTRIBUTION PRODUCTION BROADCAST AND ANALYSIS AUDIO PRINT
- ----------------------------------------------- ------------ ---------- --------- ------------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
COMPUTER/ELECTRONICS
- -----------------------------------------------
AT&T........................................... / / / / / /
Ameritech...................................... / / / /
Cable & Wireless*.............................. / / / /
Ericsson*...................................... / /
GTE............................................ / / / /
IBM............................................ / / / / / / / /
Intel.......................................... / /
Hewlett Packard................................ / / / /
MCI............................................ / / / / / / / /
Microsoft*..................................... / /
NYNEX.......................................... / / / /
Packard Bell*.................................. / /
Sega*.......................................... / / / /
Sony*.......................................... / / / / / / / / / /
Sprint*........................................ / /

ENTERTAINMENT
- -----------------------------------------------
Buena Vista Home Video......................... / /
Castle Rock Entertainment...................... / / / /
Disney......................................... / /
MCA Universal.................................. / /
National Basketball Association................ / /
Time Warner*................................... / / / / / /
20th Century Fox............................... / / / / / /

CONSUMER PRODUCTS
- -----------------------------------------------
Federal Express*............................... / / / / / /

General Mills*................................. / / / /
Hasbro*........................................ / / / /
Heinz*......................................... / / / / / /
Kraft Foods*................................... / / / / / / / / / /
Lever Brothers*................................ / / / /
Miller Brewing*................................ / / / / / / / /
Pepsi*......................................... / / / / / / / /
Phillip Morris*................................ / /
VISA USA....................................... / / / /

HEALTH AND PHARMACEUTICAL
- -----------------------------------------------
Abbott Laboratories*........................... / / / /
Ciba Geigy/Sandoz.............................. / / / /
Glaxo-Wellcome*................................ / /
Janssen Pharmaceutica*......................... / /
Johnson & Johnson.............................. / / / / / /
Merck*......................................... / / / / / /
Smith Kline/Beecham*........................... / / / /
</TABLE>

(table continued on next page)

24
<PAGE>

<TABLE>
<CAPTION>
CLIENTS SERVICES PROVIDED
- ----------------------------------------------- -------------------------------------------------------------------------
CORPORATIONS, TRADE ASSOCIATIONS VIDEO VIDEO LIVE RESEARCH
AND NOT-FOR-PROFIT ORGANIZATIONS DISTRIBUTION PRODUCTION BROADCAST AND ANALYSIS AUDIO PRINT
- ----------------------------------------------- ------------ ---------- --------- ------------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
MANUFACTURING
- -----------------------------------------------
BMW............................................ / / / / / /
Boeing*........................................ / /
DuPont*........................................ / /
Eastman Kodak*................................. / /
Ford Motor Company............................. / / / / / /
General Motors................................. / / / / / /
Jaguar......................................... / / / /
Owens Corning*................................. / /
Toyota......................................... / / / /
Volkswagen..................................... / /

PUBLIC RELATIONS FIRMS
- -----------------------------------------------
Burson-Marsteller.............................. / / / / / /
Edelman Public Relations Worldwide............. / / / /
Fleishman-Hillard.............................. / / / /
Golin/Harris................................... / / / /
Hill & Knowlton................................ / / / /

Ogilvy Adams & Rinehart........................ / / / / / /
Porter/Novelli................................. / / / / / /
Shandwick Group................................ / / / / / /

INDEPENDENT PRODUCERS
- -----------------------------------------------
Corporate Television Group..................... / / / /
Perri Productions.............................. / /
Robert Chang Productions....................... / /
Washington Independent Productions............. / / / / / /

GOVERNMENT AGENCIES/NOT-FOR-PROFIT
ORGANIZATIONS
- ----------------------------------------------
American Assoc. of Retired Persons............. / / / /
British Department of the Environment.......... / / / /
European Commission*........................... / / / /
Labor Institute for Public Affairs
(AFL-CIO)*................................... / / / / / /
National Institutes of Health*................. / /
U.S. Dept. of Labor............................ / /
U.S. Federal Reserve........................... / / / /
U.S. Fish & Wildlife Service................... / /
</TABLE>

- ------------------
* Some or all of the projects were received indirectly through a marketing
communications firm or an independent producer.

SERVICES

Video Services

Each of the Company's video services is composed of a combination of three
basic elements: notification, distribution and monitoring. Notification is the
process of informing newsrooms that material will be available, when it will be
available and how it will be delivered. Distribution is the process of
delivering the material, usually by satellite. Monitoring is the process of
collecting data on its usage and analyzing and reporting that usage back to the
client.

VNR Distribution. VNRs are the video equivalents of a conventional press
release and are used for the same purposes, such as to introduce a new product
or service, explain a technological breakthrough, communicate during a crisis or
advocate a position on an issue of public concern. VNRs are produced on
deadlines ranging from a few hours to a few weeks. VNRs are distributed to
broadcasters and formatted in broadcast-news style for easy integration, in
complete or edited form, into television and cable news programs. A VNR package
(fully narrated story with announce track) usually runs from 90 seconds to two
minutes. A VNR

25
<PAGE>

package also includes, in certain cases, B-roll (supplemental video to help
television news producers customize the story), which may also be distributed
separately.

An example of a VNR project distributed domestically and monitored by the
Company is Pepsi's broadcast campaign to counter rumors that syringes had been
found in soft drink cans. Pepsi produced four VNRs which aired in one week and
countered the rumors by showing the viewing public how difficult it would be to
tamper with the canning process. The Company's electronic monitoring indicated a
cumulative audience of 488 million over the one-week period, including airings
on ABC, NBC, CBS, CNN and CNBC.

The price for the domestic distribution and monitoring of a VNR typically
ranges from approximately $4,500 to $10,000, depending on project
specifications. The price for international distribution and monitoring of a VNR
typically ranges from approximately $8,000 to $30,000, depending on project
specifications.

VNR Production. The Company also produces VNRs. The VNR production process
begins with a consultation between the client and a Company producer following
which the producer and the client agree on the concept, a deadline and a
production budget. The producer prepares a script, schedules a freelance camera
crew, edits the videotape and submits it for client approval prior to
distribution.

The Company produced and distributed a VNR for the Hard Rock Cafe of the
opening of the Hard Rock Hotel and Casino in Las Vegas. The Company's electronic
monitoring indicated a cumulative audience of more than 36 million from 190
airings on 137 television stations or network news programs, including CNN, Hard
Copy, Inside Edition, WWOR, WABC in New York, KNBC in Los Angeles, WLS in
Chicago, WCAU in Philadelphia, WCVB in Boston, KDFW and WFAA in Dallas, KTRK in
Houston and WJW in Cleveland.

The price for domestic distribution and production of a VNR typically
ranges from approximately $9,000 to $30,000, depending on project
specifications. The price for international distribution and production of a VNR
typically ranges from approximately $12,000 to $40,000, depending on project
specifications.

Electronic Press Kits. The Company also produces and distributes
Electronic Press Kits (EPKs) for entertainment clients. EPKs are longer version
VNRs promoting upcoming feature films and home video cassettes which are
distributed to entertainment reviewers and reporters at television stations for
airing as part of their film reviews. EPKs include a trailer previewing scenes
from the film, location shots of the film sets and interviews of the stars and
director.

Buena Vista Pictures retained the Company in June 1996 to distribute an EPK
to promote the opening of The Hunchback of Notre Dame. The Company's monitoring
of the EPK indicated a cumulative audience of more than 47 million on more than
500 television news broadcasts. Portions of the EPK aired on networks and
stations such as CNN, WWOR in New York, KABC and KCBS in Los Angeles, WBBM and
WGN in Chicago, WPVI in Philadelphia, KRON in San Francisco, WMUR in Boston,
WJLA and WRC in Washington, DC and WFAA in Dallas.

The price for EPK production and distribution typically ranges from
approximately $7,500 to $25,000, depending on project specifications.

Live Broadcast Services. Live broadcast services include Satellite Media
Tours (SMTs), news conferences and special-event broadcasts. SMTs consist of a
sequence of one-on-one satellite interviews with a series of pre-booked
television reporters typically at 12 to 20 stations across the country or around
the world. Typical SMT applications include, among others, an interview with a
celebrity or author promoting an upcoming event, product, movie or book release.
SMTs generally are conducted from a studio but can originate from remote
locations. SMTs may be aired live by the television station or recorded for
later airing.

An example of a SMT coordinated by the Company was the American Egg Board's
promotion of the benefits of eggs in the diet featuring a National Football
League star. The Company's monitoring of the SMT indicated a cumulative audience
of 3.3 million. Portions of the SMT aired on 20 television stations or cable
systems, including WNBC in New York, Newschannel 8 in Washington, DC, KTVU in
San Francisco, WAGA in Atlanta, WEWS in Cleveland, WTHR in Indianapolis and WTNH
in Hartford.

The price for a SMT typically ranges from approximately $9,000 to $21,000,
depending on project specifications.

26
<PAGE>
Other live broadcast services include interviews, news conferences and
interactive video conferences. Examples of these include: coverage from the
floor the New York Stock Exchange of the first day of trading of Revlon's shares
and production of a major international video conference for Johnson & Johnson,
featuring primary speakers in Orlando, Florida, an interactive presentation from
a speaker in Zurich, Switzerland, as well as elements from news programs that
originated in many of the conference participants' home countries.

The price for live broadcast distribution ranges from approximately $10,000
to $200,000, depending on project specifications.

Audio Services

ANRs. ANRs are used for the same purposes as VNRs. ANRs are distributed to
radio stations for news, public affairs and 'talk radio' programs. ANRs are
produced on deadlines ranging from less than an hour to several days. ANRs are
produced for easy integration into a station's programming and are formatted for
their use in complete or edited form. Usage monitoring is conducted by telephone
surveys, traditional clipping services that monitor radio news in selected major
markets and an automated digital telephone retrieval system.

An example of an ANR produced and distributed by the Company was the
promotion of the initial availability of Nicotrol(Registered), an
over-the-counter nicotine patch distributed by McNeil Consumer Products.
Monitoring of the ANR indicated a cumulative audience of 3.8 million for
portions of the ANR from airings on 102 stations or networks nationwide
including Bloomberg Business News and in major markets such as New York,

Chicago, Boston, Detroit, Houston, Atlanta, Cleveland and Baltimore.

The price for domestic production and distribution of an ANR typically
ranges from approximately $3,500 to $5,500, depending on project specifications.
The price for international production and distribution of an ANR typically
ranges from approximately $10,000 to $20,000, depending on project
specifications.

RMTs. Medialink also offers RMTs. Similar to SMTs, RMTs consist of a
sequence of one-on-one interviews with a series of pre-booked radio stations
across the country or around the world. RMTs generally are conducted by
telephone from a studio, often in conjunction with a SMT. In October 1996 the
Company produced a RMT for 20th Century Fox in which actor Tom Hanks promoted
his new feature film 'That Thing You Do.' The RMT originated from the Company's
digital radio studio in its New York office. The monitoring of this RMT
indicated a cumulative audience of 1.4 million. The RMT was aired nationwide,
including radio stations in New York, Chicago, San Francisco, Detroit, Dallas,
Washington, Miami, Atlanta, Seattle, San Diego and Minneapolis.

The price for a RMT typically ranges from approximately $4,900 to $6,900,
depending on project specifications.

Research and Analysis Services

Through its Medialink Public Relations Research division, the Company
provides customized studies which clients use to gauge the effectiveness of
their public relations efforts. Based on data provided by electronic monitoring
and press clipping services, the Company uses statistical analyses to measure
the quantity and quality of the client's print and broadcast news coverage. The
reports include a digest of newspaper, magazine and broadcast coverage;
circulation and viewership totals; a qualitative scoring of the tone and content
of the coverage; and, upon request, an estimate of the price that equivalent
exposure would have cost if paid advertising were used.

Medialink also offers interpretive analyses that provide an overall
appraisal of the efficiency and impact of a client's communications efforts; a
comparison of the client's news coverage with that of its competitors; a
benchmark against which future efforts can be measured; and a gauge of return on
investment for marketing communications programs. In some cases the Company
conducts field research, interviewing journalists to ascertain their attitudes
toward a client company. Certain projects require the Company to survey the
public to determine how a client's reputation may have been affected by the
client's public relations efforts. Clients use these reports to continually
refine their public relations programs.

27
<PAGE>
The division's clients have included AT&T, General Motors, GTE, Miller
Brewing, Kodak, Nynex and Kraft Foods. Research and analysis projects vary
widely in price depending on specifications and can range in price from $5,000
for a single project to an annual retainer of $200,000.

Other Services. Medialink's other services include production and
distribution of Public Service Announcements (PSAs), distribution of photographs

and other graphic material to television stations and the distribution of
conventional press releases. PSAs are video messages in the public interest,
generally produced for non-profit organizations, that are aired by television
stations as a public service. The Company also transmits still photos or
graphics that are distributed with a press release to visually enhance the story
and are used as illustrations in newscasts while a news announcer reads the
story. Medialink also provides print distribution services, which includes the
distribution of conventional press releases via facsimile and mail.

Services Under Development. The Company is experimenting with an Internet
audio service called 'Medialink News Now.' The Company posts digital audio files
at www.medialinkvideonews.com. Although the service is intended primarily for
radio stations, any computer user with the appropriate equipment can retrieve
broadcast-quality audio from this Web site. In addition, the Company is testing
various technologies that might provide the basis for a service that delivers
video via the Web. This experiment could evolve into a system that allows
television stations to preview VNRs.

CASE STUDIES

The following case studies illustrate the Company's marketing
communications solutions for certain of the Company's clients, in each case
indicating the message to be conveyed to the public, the manner in which the
Company's services were employed and the results the services achieved.

General Mills. The Betty Crocker Products division of General Mills sought
to generate maximum publicity for a complete makeover of Betty Crocker, a
consumer icon celebrating its 75th anniversary. General Mills had, periodically,
updated the look of this fictional character in order to keep the symbol of the
Betty Crocker brand contemporary. Along with a wide range of public relations
activities undertaken by the client to maximize consumer awareness of the
brand's changes, the client employed a suite of video services, including a live
satellite transmission of the introduction ceremony, a SMT and a VNR.

The live broadcast was hosted by a key brand manager for the Betty Crocker
brand, who introduced the artists and several of the 75 women who inspired the
new composite Betty Crocker portrait. Corporate executives discussed the brand's
heritage and demonstrated how Betty Crocker's appearance had changed over the
years. Immediately following this event, Medialink coordinated a SMT during
which newscasters from 23 stations interviewed the artist and the brand
executive. In addition, video from the introduction ceremony was incorporated
into a VNR that was carried by major-market television stations and on ABC's
'Good Morning America' and 'World News Tonight.'

The Company's monitoring of the live broadcast, SMT and VNR indicated a
cumulative audience of 42 million. This project demonstrates the Company's
ability to orchestrate several of its services in a manner intended to amplify
the public exposure of a significant corporate event.

Web-TV. In July 1996 Web-TV introduced the first product to provide
consumers with access to the Internet via household television sets. The system
is based on a set-top box manufactured by Sony and Philips that allows users to
navigate the Web with a device that resembles a television remote control.
Medialink produced a VNR in which the company's founder demonstrated the system

and coordinated a SMT that was featured on the news broadcasts of 21 stations,
as well as CNNfn. To broaden exposure for this development, Medialink created an
ANR using the audio component of the television release. The ANR was carried by
all-news radio stations in New York, Los Angeles and Philadelphia, among others.

The Company's monitoring of the VNR, SMT and ANR indicated a cumulative
audience of 24.8 million. This project demonstrates Medialink's ability to
produce material for one medium and readily adapt it to others, in this instance
from television to radio.

Speedo International. Speedo International, a major manufacturer of
aquatic sporting gear, sought to capitalize on the interest in competitive
swimming surrounding the 1996 summer Olympics, as it introduced a

28
<PAGE>
new line of swimsuits. The swimsuits were made from Aquablade(Registered), a
proprietary material, that, according to scientific tests reported by Speedo,
added as much as 8% to a swimmer's speed.

The client sought television news coverage in Europe, Australia and Latin
America. Medialink's London office coordinated the production of a VNR, which
included footage of scientific testing, 3-D computer animation and underwater
photography. Segments were produced using athletes from various countries and in
various languages so that broadcasters could select an interview to give the
story a local appearance. The VNR was distributed through Medialink's affiliate
network.

The Company's monitoring of the VNR indicated a cumulative audience of 174
million in 12 countries. This project demonstrates the Company's ability to
support a client's global requirements and to provide appropriate material to
media in several countries around the world.

DISTRIBUTION AND MONITORING SYSTEMS

Video. The Company provides VNR notification advisories to U.S. television
newsrooms through the exclusive AP Express/Medialink Newswire. These
notification advisories include a description and script of the VNR, as well as
the technical satellite transmission information needed by stations to receive
the material. Medialink typically distributes the VNR by satellite transmission
or by fiber optic cable. To monitor domestic broadcasts of VNRs, the Company
encodes each transmission using technologies provided by Nielsen Media Research
and Competitive Media Reporting. This encoding enables Nielsen Media Research
and Competitive Media Reporting to electronically monitor the broadcasts.
Monitoring data is then analyzed by the Company and combined with relevant
additional information collected by Medialink, audience ratings from Nielsen
Media Research and audience demographics. Medialink packages this information
for the client into daily monitoring reports for the first five days after a VNR
is distributed. Reports are then provided on a weekly basis for the next three
weeks and a final comprehensive report is presented to the client five weeks
after the VNR's distribution.

The Company coordinates international distribution through its London
office. Notification advisories are provided by broadcast fax and telephone.

Distribution is primarily by satellite, although most international VNR
distributions also require cassette delivery by overnight courier. The Company
monitors international broadcasts through a combination of telephone surveys and
analysis of clipping services data.

The Company uses the AP Express/Medialink Newswire, faxes and telephone
calls to notify television stations of the availability of a SMT. SMTs are
conducted by satellite. The Company's media relations department schedules
interviews with each of the stations participating in the SMT. SMTs are
monitored in the same manner as are VNRs.

Audio. The Company uses the AP Express/Medialink Radio Newswire, broadcast
fax and telephone calls, as appropriate, to notify more than 2,300 radio
stations. This group of stations includes virtually all radio stations with
significant news or talk-centered programming. Medialink uses the satellite
transmission facility of the AP to transmit ANRs and RMTs to stations that
subscribe to this AP service.

Medialink also has an agreement with ABC Radio for the satellite
transmission of ANRs. ABC Radio offers this service on a common-carrier basis
which allows for the receipt of this material by ABC Radio network affiliates
and otherwise unaffiliated stations. Medialink also stores and distributes ANRs
on a digital system that can be called by radio stations using a toll-free
number. ANR monitoring is performed by telephone surveys, by analyzing data
provided by third party monitoring services and tabulating station calls to the
digital system.

The Company distributes RMTs in the U.S. by telephone. The scheduling of
interviews with stations is arranged by the Company's media relations
department. RMTs are monitored by the Company in the same manner as it monitors
ANRs.

Other. The Company continues to enhance its existing, and develop new,
electronic distribution capabilities by employing and integrating new
technology. The Company intends to capitalize on the commercial development of
the Internet as a promotional tool and as an additional distribution channel.
The Company created a Web site which contains the Company's promotional and
educational material (www.medialinkworldwide.com). The Company has also created
an additional Web site for broadcast journalists, editors and producers which
contains notification information and links to other Web sites with more
in-depth information concerning the Company's clients and their communication
releases (www.medialinkvideonews.com). Currently, the Company is developing

29
<PAGE>
Internet audio services. In addition, the Company is testing other Internet
technologies to expand its video service offerings.

SALES AND MARKETING

As of December 31, 1996 the Company employed a team of 31 sales, marketing
and sales support personnel in seven U.S. offices and in London. Services are
also marketed internationally by the Company's 17 affiliates located in Europe,

Asia, the Pacific Rim, South Africa and Latin America. Each salesperson receives
a base salary but is compensated primarily through a commission structure that
is based on sales volume and profitability. Each salesperson participates in
ongoing training programs in sales techniques and communications technology.
Details regarding the Company's operations by geographic area are included in
Note 6 to the Company's Financial Statements.

The sales force concentrates on cultivating long-term relationships with
clients. Certain sales personnel specialize in particular industries, such as
the pharmaceutical or high-tech industries, developing an in-depth knowledge of
the industry. The support personnel screen prospects so that the sales personnel
can focus their efforts on presenting the Company's services in an appropriate
manner. Sales personnel are trained to represent all of the Company's service
offerings and are encouraged to create opportunities to sell multiple services.

The Company's marketing programs are designed to position the Company as a
leading provider of integrated video, audio and research services.
Company-sponsored workshops, typically attended by 60 clients and potential
clients, are central to the Company's marketing efforts. At these workshops,
outside authorities and Company personnel make presentations concerning current
developments in the news and public relations industries. In addition, the
Company is able to discuss its services and demonstrate how these services can
serve the needs of workshop attendees. The workshops are held around the world
and cover such subjects as combining radio and television techniques;
international opportunities; and obtaining news exposure for health and medical
projects. Management believes that these workshops are an efficient way to
strengthen the bonds between its sales force and its clients, and that this has
contributed to the increase in the average revenues per salesperson/sales
assistant from $347,000 in 1993 to $506,000 in 1995. The Company also uses
brochures, video tapes, advertisements in trade publications and its Web sites
as marketing tools.

COMPETITION

or other advantages over those offered by the Company. The Company could face
competition from companies in related communications markets which could offer
services that are similar or superior to those offered by the Company. In
addition, national and regional telecommunications providers could enter the
market with materially lower electronic delivery costs, and radio and television
networks could also begin transmitting business communications separate from
their news programming. The Company's ability to maintain and attract clients
depends to a significant degree on the quality of services provided and its
reputation among its clients and potential clients as compared to that of
competitors. There can be no assurance that the Company will not face increased
competition in the future or that such competition will not have a material
adverse effect on the Company's business, operating results and financial
condition. See 'Risk Factors.'

30
<PAGE>
EMPLOYEES

As of December 31, 1996, the Company had approximately 108 employees
including 57 in operations, 31 in sales and marketing and 20 in administration.
None of the Company's employees is represented by a labor union. Management
believes that its employee relations are good. The Company also engages on a
part-time, project-by-project basis, independent production crews at various
locations worldwide. These crews have the skills, training and experience which
the Company requires for its production services.

The Company's staff of professionals come from a variety of backgrounds in
the fields of public and investor relations, broadcast and print journalism,
production and distribution technology and media and marketing research. As a
result of downsizing in the broadcast journalism industry, the Company has been
able to attract experienced personnel from this industry. The Company seeks and
hires staff with appropriate credentials and relevant experience in the fields
of journalism, media and marketing, video and audio production, distribution,
research and analysis, and public and investor relations services. Personnel
have experience with organizations including ABC News, CBS News, the BBC, Time
Warner, Dow Jones, The New York Times, PR Newswire, Knight Ridder, United Press
International, CNBC, The Times of London and Edelman Public Relations Worldwide.

FACILITIES

The Company's New York City headquarters consist of approximately 15,000
square feet of leased space and the Company's international office located in
London, England, consists of approximately 1,500 square feet of leased space.
The Company also maintains leased offices in Washington, D.C.; Los Angeles,
California; Chicago, Illinois; Norwalk, Connecticut; Dallas, Texas and Atlanta,
Georgia. The Company believes that its facilities are adequate to meet its
current requirements.

LEGAL PROCEEDINGS

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

<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ---------------------------------------------------------------
<S> <C> <C>
Laurence Moskowitz........................ 45 Chairman of the Board, President and Chief Executive Officer
J. Graeme McWhirter....................... 41 Executive Vice President, Chief Financial Officer and Assistant
Secretary
David Davis............................... 60 Senior Vice President/International, Director
Nicholas F. Peters........................ 45 Senior Vice President/Operations
Mark Manoff............................... 45 Senior Vice President/Sales
Mark Weiner............................... 41 Vice President/Research and Media Relations
Mary Buhay................................ 32 Vice President/Sales and Special Services
Harold Finelt(1)(2)(3).................... 36 Director
Donald Kimelman(2)(3)..................... 49 Director
James J. O'Neill(1)....................... 58 Director
Gerald P. Rodeen.......................... 49 Director
Theodore Wm. Tashlik(2)(3)................ 57 Director
</TABLE>

- ------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Stock Option Committee

Laurence Moskowitz, the founder of Medialink, has served as Chairman,
President and Chief Executive Officer of the Company since its inception in
1986. He began his professional career as a reporter for United Press
International in Pittsburgh before being promoted to an editor for UPI in
Philadelphia. In 1976 Mr. Moskowitz founded Mediawire, a Philadelphia-based
regional public relations newswire which was merged into PR Newswire, a unit of
United News & Media plc, where he was Vice President until leaving to form
Medialink.

J. Graeme McWhirter, a co-founder of Medialink, has served as Chief
Financial Officer since 1986 and has been Executive Vice President since 1992.
From 1984 to 1988, Mr. McWhirter was Executive Vice President and Chief
Financial Officer of Commonwealth Realty Trust, a publicly quoted Real Estate
Investment Trust. From 1976 to 1984, Mr. McWhirter was with KPMG Peat Marwick in
London and Philadelphia as a manager.

David Davis has been a member of Medialink's Board of Directors since
September 1992 and in 1996 became Senior Vice President/International. From

September 1992 to the date of this offering, The Davis Partnership, a
partnership beneficially owned by Mr. Davis, served as a consultant to the
Company. From 1968 to 1992, Mr. Davis was employed by Edelman Public Relations
Worldwide. During such period, Mr. Davis was a manager responsible for Europe
and Asia Pacific and served as Vice Chairman at Daniel J. Edelman, Inc. From
1951 to 1968, Mr. Davis was a journalist for Britain's national Press
Association, Universal News Services (Britain's first business newswire), and
the Times of London.

Nicholas F. Peters has served as Senior Vice President/Operations since
January 1996. From April 1992 to January 1996, Mr. Peters was Vice
President/Operations and from October 1987 to April 1992, he was Executive
Editor and then Vice President/Sales & Marketing. From April 1983 to October
1987, Mr. Peters was a newswriter and producer at CBS News, working with Dan
Rather and Charles Osgood. From May 1979 to April 1983, he was News Director at
WHYY, the National Public Radio affiliate in Philadelphia. From February 1973 to
May 1979, he was a newspaper reporter with the Indianapolis Star, Raleigh (N.C.)
Times and Philadelphia Bulletin.

Mark Manoff has served as Senior Vice President/Sales since January 1996.
From April 1992 to January 1996, Mr. Manoff served as Vice President/Sales and
from February 1989 to April 1992 he served as its Vice President/Operations. Mr.
Manoff opened Medialink's Washington, D.C. office in November 1987 and served as
its general manager until February 1989. Mr. Manoff was chief political
correspondent for the Philadelphia Daily News from January 1979 to March 1983.
Mr. Manoff served as a political consultant in New York and

32
<PAGE>
Washington from March 1983 to January 1986 and was an editor in the Dow Jones
Community newspaper group.

Mark Weiner joined Medialink in September 1994 as Vice President/Research
and Media Relations. From April 1986 to September 1992, Mr. Weiner served as a
Managing Partner of PR Data. From September 1992 to September 1993, Mr. Weiner
served as Senior Vice President of Copernicus: The Marketing Investment Strategy
Group, a marketing and research consultancy. He was a columnist with McNaught
Newspaper Syndicate after working with the staff of the New York Times News
Service from 1979 to 1984.

Mary Buhay has served as Vice President/Sales and Special Services since
July 1996. Ms. Buhay joined Medialink in March 1993 as Sales Manager, in October
1993 she was promoted to New York Bureau Manager and in August 1995 she was
appointed Associate Vice President for eastern and mid-western sales. From 1988
to 1993, Ms. Buhay held sales management positions in the news and advertising
division of Radio TV Reports, a broadcast research firm owned by the Arbitron
Company.

Harold Finelt has served as a director of the Company since 1987. Mr.
Finelt joined American Research & Development, a private venture capital firm,
as an associate in 1986 and he has been a Vice President of such firm since
1990. He is a general partner of American Research & Development's venture funds
and a general partner of Hospitality Technology Funds, L.P.

Donald Kimelman has served as a director of the Company since 1987. Mr.
Kimelman has been the Pennsylvania editor of the Philadelphia Inquirer
responsible for supervising state and suburban coverage since January 1996. Mr.
Kimelman worked for the Annapolis Evening Capital and the Baltimore Sun prior to
joining The Philadelphia Inquirer. At the Inquirer, he had local, national,
foreign and investigative assignments prior to becoming an editor. From 1981 to
1983, he was a national correspondent and from 1983 to 1986 he was Moscow bureau
chief. Mr. Kimelman was deputy editor of the editorial page of The Philadelphia
Inquirer from 1987 to 1993 and became foreign editor in August 1994.

James J. O'Neill has served as a director of the Company since 1994. Since
1995 he has acted as a private financial consultant. From 1990 to 1995 Mr.
O'Neill served as a Senior Vice President of Rothschild Inc.

Gerald P. Rodeen has served as a director of the Company since 1986. Mr.
Rodeen has been a partner of the law firm of Dilks, Rodeen, Gibson & Smith Ltd.
for more than five years.

Theodore Wm. Tashlik has served as a director of the Company since 1992.
Mr. Tashlik has been a member of the law firm of Tashlik, Kreutzer & Goldwyn
P.C., which represents the Company in certain matters, for more than five years.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has standing Audit, Compensation and Stock Option Committees. The
Audit Committee consists of Harold Finelt and James J. O'Neill and the
Compensation and Stock Option Committees consist of Harold Finelt, Donald
Kimelman and Theodore Wm. Tashlik. The Audit Committee makes recommendations
concerning the engagement of independent public accountants, reviews with the
independent public accountants the plans and results of the audit engagement,
reviews the independence of the independent public accountants, considers the
range of audit and non-audit fees and reviews the adequacy of the Company's
internal controls. The Compensation Committee is responsible for establishing
salaries, bonuses, and other compensation for the Company's officers, and the
Stock Option Committee is responsible for administering the Company's stock
option plans.

CLASSIFICATION OF BOARD OF DIRECTORS

The seven directors comprising the Board of Directors are divided into
three classes, each class with as equal a number of directors as possible.
Messrs. Rodeen and O'Neill constitute Class I and will stand for election at the
annual meeting of stockholders to be held in 1997. Messrs. Tashlik and Davis
constitute Class II and will stand for election at the annual meeting of
stockholders to be held in 1998. Messrs. Finelt, Kimelman and Moskowitz
constitute Class III and will stand for election at the annual meeting of
stockholders to be held in 1999. After their initial term following the
offering, directors in each class will serve three year terms. All directors
will serve until successors have been duly elected and qualified. Officers are
chosen by and serve at the discretion of the Board of Directors. There are no
family relationships among the directors and executive officers of the Company.

33
<PAGE>

COMPENSATION OF DIRECTORS

Directors do not receive any compensation for their services. Directors
receive reimbursements of expenses incurred in attending meetings and are
eligible to participate in the Company's Directors Stock Option Plan. The
Directors Stock Option Plan provides that each non-employee director shall
automatically be granted options to purchase 3,000 shares of Common Stock upon
his election as a director, at an exercise price equal to the fair market value
of the Common Stock. Thereafter, each non-employee director shall be granted
options to purchase 3,000 shares of Common Stock on the anniversary of the
election or appointment of such director. Through the date hereof the Company
has granted non-qualified options to purchase an aggregate of 62,400 shares of
Common Stock to the directors at an exercise price of $3.54 per share.

EXECUTIVE COMPENSATION

The following table shows compensation paid for the year ended December 31,
1996 to (i) the Chief Executive Officer and (ii) the Company's four other most
highly compensated individuals who were serving as officers on December 31, 1996
and whose salary plus bonus exceeded $100,000 for the year ended December 31,
1996 (collectively, the 'Named Executive Officers').

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
----------------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION SALARY ($)(1) BONUS ($)(1) OPTIONS (#) ($)(3)
- -------------------------------------------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Laurence Moskowitz
Chairman of the Board,
President and Chief Executive Officer........... $ 143,134 $ 61,859 92,400 $1,644
J. Graeme McWhirter
Executive Vice President,
Chief Financial Officer and Assistant
Secretary....................................... 128,755 42,718 76,394 1,557
Nicholas F. Peters
Senior Vice President/Operations................ 107,061 36,630 39,400 1,333
Mark Manoff
Senior Vice President/Sales..................... 107,820 39,821 39,700 1,648
Mary Buhay
Vice President of Sales/Special Services........ 64,344 95,882(2) 6,800 1,767
</TABLE>

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

(1) All figures are rounded down to the nearest whole dollar.
(2) Includes sales commission of $95,682.

(3) Represents matching contributions by the Company to the Company's 401(k) tax
deferred savings plan (the '401(k) Plan') for the benefit of the executive.

OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information concerning stock option grants
made to each of the Named Executive Officers in 1996. No stock appreciation
rights were granted to these individuals during such year.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS (1) VALUE AT ASSUMED
-------------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SHARES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(3)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION --------------------
NAME GRANTED(#) FISCAL YEAR(2) SHARE DATE 5%($) 10%($)
- ------------------------------------- ----------- -------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Laurence Moskowitz................... 92,400 22.5% $3.54 1/31/2006 $205,709 $521,307
J. Graeme McWhirter.................. 76,394 18.6 3.54 1/31/2006 170,075 431,003
Nicholas F. Peters................... 39,400 9.6 3.54 1/31/2006 87,716 222,289
Mark Manoff.......................... 39,700 9.7 3.54 1/31/2006 88,384 223,981
Mary Buhay........................... 6,800 1.7 3.54 1/31/2006 15,139 38,365
</TABLE>

(Footnotes on next page)
34
<PAGE>
(Footnotes from previous page)

- ------------------
(1) These options have a term of 10 years, subject to earlier termination upon
certain events related to termination of employment and amendment or
termination of the Plan. Each of these options was granted at an exercise
price equal to the estimated fair market value of the underlying stock on
the date of the grant, as determined by the Board of Directors. The option
shares vested 20% on the date of grant and will vest 20% on each anniversary
date thereafter.

(2) Based on options granted for an aggregate of 411,494 shares during the year
ended December 31, 1996.

(3) The 5% and 10% assumed compounded annual rates of stock price appreciation
are mandated by rules of the Securities and Exchange Commission. There can
be no assurance provided to any executive officer or any other holder of the

Company's securities that the actual stock price appreciation over the
ten-year option term will be at the assumed 5% and 10% levels or at any
other defined level. Unless the market price of the Common Stock appreciates
over the option term, no value will be realized from the option grants made
to the Named Executive Officers.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table sets forth information concerning option exercises and
option holdings for the year ended December 31, 1996 with respect to each of the
Named Executive Officers. No Named Executive Officers exercised any options
during such year.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS ON DECEMBER 31, IN-THE-MONEY OPTIONS ON
1996(#) DECEMBER 31, 1996 ($)(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Laurence Moskowitz......................................... 31,620 79,680 $ 230,362 $ 521,933
J. Graeme McWhirter........................................ 27,939 66,155 205,982 433,663
Nicholas F. Peters......................................... 17,960 35,840 136,110 236,926
Mark Manoff................................................ 18,020 36,080 136,497 238,477
Mary Buhay................................................. 2,800 7,600 19,888 51,796
</TABLE>

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

(1) Based on an assumed public offering price of the Common Stock at December
31, 1996, of $10.00 per share less the exercise price payable for such
shares.

EMPLOYMENT CONTRACTS

Each of the Company's executive officers has entered into an employment
agreement with the Company which commences on the date of the closing of this
offering, except for the employment agreement with Mr. David Davis which is
currently effective.

The employment agreements with Messrs. Moskowitz and McWhirter provide for

an annual base salary of not less than $150,000 and $135,000, respectively, plus
a bonus to be awarded annually at the discretion of the Compensation Committee.
The employment agreements have a term of three years.

The employment agreements with Messrs. Peters, Manoff and Ms. Buhay provide
for annual base salaries of not less than $108,150, $108,150 and $80,000,
respectively, plus bonuses to be awarded annually at the discretion of the
Compensation Committee. In addition, Ms. Buhay is entitled to receive certain
sales commissions. The employment agreements have a term of two years.

The employment agreement with Mr. David Davis provides for an annual base
salary of pounds 88,000 plus a bonus based upon the Company's European pre-tax
profits as compared to targeted levels. The employment agreement has a term of
two years. See 'Certain Transactions.'

The employment agreements entitle these executive officers to participate
in the health, insurance, pension and other benefits, if any, generally provided
to employees of the Company.

The employment agreements contain covenants prohibiting the solicitation of
employees and the solicitation of clients and vendors during certain periods and
covenants prohibiting the improper disclosure of confidential information at any
time. The employment agreements also provide that the executive officer, with
certain exceptions, until two years after the termination of his or her
employment with the Company, would not participate in any capacity in any
business activities with respect to the production of video and audio public

35
<PAGE>

relations materials for distribution to news media, the distribution of public
relations text, audio and video to news media and the general public via
satellite, cassette, wire or other means, the maintenance of data bases of media
contacts for and on behalf of clients, the analysis and written appraisal of
public relations and public affairs campaigns as determined through press
clipping review or electronic data base searches, and such other businesses as
the Company may conduct from time to time.

The Company may terminate the employment of the executive officers upon the
death or extended disability of the executive officer or for cause (as defined).
If the employment of the executive officer is terminated by the Company without
cause, the employment agreements require the Company to continue to pay the
executive officer's salary and health and insurance benefits for a period of one
year after such termination in the case of Messrs. Moskowitz and McWhirter and a
period of between three to six months in all other cases, or until the
termination of the employment agreement or the commencement of employment
elsewhere, if earlier.

STOCK OPTION PLANS

THE AMENDED AND RESTATED STOCK OPTION PLAN

The Company's Amended and Restated Stock Option Plan ('Stock Option Plan')
provides for options for a total of 670,808 shares of Common Stock authorized to
be granted under the Stock Option Plan. The Stock Option Plan provides for the
grant of options to its employees, directors and consultants in order to provide
them with financial incentives to promote the success of the Company's long term
business objectives and to increase their proprietary interest in the success of
the Company. The Stock Option Plan provides for a fifteen year expiration period
for non-qualified stock options and ten years for incentive stock options
granted thereunder and allows for the exercise of options by delivery by the
optionee of previously owned Common Stock of the Company having a fair market
value equal to the option price, or by delivery by the optionee of exercisable
options valued at the excess of the aggregate fair market value of the Common
Stock subject to such options over the aggregate exercise price of such options,
or by a combination of cash and Common Stock. During 1996 the Company granted
options to purchase 411,494 shares at average exercise prices ranging from $3.54
to $6.46 per share and having expiration dates ranging from June 30, 2001 to
January 31, 2006. During 1996 3,000 options were exercised and at December 31,
1996 63,054 shares were available for future grant and there were outstanding
options to purchase 569,594 shares of Common Stock under the Stock Option Plan.

The Stock Option Plan is administered by the Stock Option Committee of the
Board of Directors. The Committee has broad discretion in determining the
recipients of options and numerous other terms and conditions of the options.
The exercise price for shares purchased upon the exercise of non-qualified stock
options granted under the Plan is determined by the Stock Option Committee as of
the date of the grant. The exercise price of an incentive stock option must be
at least equal to the fair market value of the Common Stock on the date such
option is granted (110% of the fair market value for shareholders who, at the
time the option is granted, own more than 10% of the total combined classes of
stock of the Company or any subsidiary). No employees may be granted incentive
stock options in any year for shares having a fair market value, determined as
of the date of grant, in excess of $100,000.

Incentive stock options have a term of ten years, except options granted to
shareholders holding 10% or more of the Common Stock of the Company which have a
term of five years, in each case subject to earlier termination. Options
generally may be exercised only if the option holder remains continuously
associated with the Company or a subsidiary from the date of grant to the date
of exercise. However, options may be exercised upon termination of employment or
upon the death or disability of any employee within certain specified periods.

1996 DIRECTORS STOCK OPTION PLAN

The Company's 1996 Directors Stock Option Plan ('Directors Stock Option
Plan') provides for options for a total of 180,000 shares of Common Stock
authorized to be granted under the Directors Stock Option Plan. Pursuant to the
Directors Stock Option Plan, the Company has granted to each non-employee
director non-qualified options to purchase 2,400 shares of Common Stock for each
year that such individual was a member of the Board of Directors prior to 1996;
provided, however, that in no event shall the number of options granted for
service prior to 1996 exceed 14,400 shares. Through the date hereof the Company
has granted non-qualified options to purchase an aggregate of 62,400 shares of

Common Stock to non-employee directors at an exercise price of $3.54 per share.

36
<PAGE>
The Directors Stock Option Plan provides for the automatic annual grant of
options to non-employee directors and is administered by the Board of Directors.
Commencing January 31, 1997, and as of each anniversary date thereafter, each
non-employee director who was in office as of the effective date of the
Directors Stock Option Plan will be automatically granted an option to purchase
3,000 shares of Common Stock. Each non-employee director who was not a director
as of the effective date of the Directors Stock Option Plan shall be granted, as
of the date of his election, options to purchase 3,000 shares of Common Stock
and shall be granted as of each anniversary date thereafter, options to purchase
an additional 3,000 shares of Common Stock.

To remain eligible, a non-employee director must continue to be a member of
the Board of Directors. Options granted to directors for services prior to 1996
are all vested and exercisable; each option granted thereafter is exercisable in
increments of 33 1/3% per year commencing on the first anniversary date of the
date of grant. The exercise price for all options may not be less than the fair
market value of the Common Stock on the date of grant. Options under the
Directors Stock Option Plan have a term of up to 15 years and may be exercised
for limited periods after a person ceases to serve as a director.

401(K) PLAN

All Company employees are eligible to participate in the 401(k) Plan and
may make elective salary reduction contributions to the 401(k) Plan of up to 15%
of their annual compensation, subject to a dollar limit established by law. In
addition, the Company may provide, in its discretion, a matching contribution
equal to a percentage of the employee's contribution. Participants are fully
vested at all times in the amounts they contribute to the 401(k) Plan. Only
participants who have completed a year of service during the 401(k) Plan year
and are actively employed on the last day of such year are vested in the
Company's matching contributions for such year. The Company's contributions are
tax deductible to the Company. Benefits under the 401(k) Plan generally become
payable upon retirement, death or disability.

37
<PAGE>
CERTAIN TRANSACTIONS

Pursuant to a consulting agreement, dated March 1, 1994, between the
Company and The Davis Partnership, a partnership which is beneficially owned by
Mr. Davis, served as a consultant to the Company. Mr. David Davis, on behalf of
The Davis Partnership, provides services to the Company based in its London
office, including planning, marketing, staffing and operations, and developing
strategic partnerships in the United Kingdom and Europe. For such services, the
Davis Partnership received $111,887, $93,611 and $76,385 for the fiscal years
ended December 31, 1996, 1995 and 1994, respectively. Under the terms of the
consulting agreement, the Company is obligated to pay to The Davis Partnership
an annual consulting fee equal to pounds 54,000 and a bonus determined by a
formula contained in the consulting agreement. The bonus is to be paid 50% in

cash and 50% in shares of Common Stock. As part of the bonus under the
consulting agreement, Mr. Davis received 2,521 shares of Common Stock in March
1996. The term of this Consulting Agreement was automatically renewed on January
1, 1996 for a twelve month period. The Consulting Agreement terminated on
November 29, 1996 and Mr. Davis, in his individual capacity, entered into an
employment agreement with the Company. The Company does not contemplate having
any future relations with The Davis Partnership. See 'Management.'

The Company believes that material affiliated transactions between the
Company and its directors, officers, principal stockholders or any affiliates
thereof have been, and will be in the future, on terms no less favorable than
could be obtained from unaffiliated third parties.

38
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information as of the date hereof
regarding the beneficial ownership of the Company's Common Stock prior to and
upon completion of the offering, assuming no exercise of the Underwriters'
over-allotment option, (i) by each of the Company's directors and Named
Executive Officers, (ii) by all directors and Named Executive Officers as a
group, (iii) by each person who is known by the Company to own beneficially more
than 5% of the Company's Common Stock, and (iv) by the Selling Stockholders.

<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES
SHARES BENEFICIALLY BENEFICIALLY OWNED
OWNED PRIOR TO PERCENTAGE OF AFTER OFFERING
DIRECTORS, OFFERING(1) SHARES NUMBER OF ASSUMING
NAMED EXECUTIVE OFFICERS ------------------- BENEFICIALLY OWNED SHARES SUBJECT OVER-ALLOTMENT
AND 5% STOCKHOLDERS NUMBER PERCENT AFTER OFFERING TO OVER-ALLOTMENT EXERCISE IN FULL
- ----------------------------------------- --------- ------- ------------------ ----------------- ------------------
<S> <C> <C> <C> <C> <C>
American Research & Development II,
L.P.(2) ............................... 595,070 19.5% 11.8% 50,000 10.8%
c/o American Research & Development
Corp.
45 Milk Street
Boston, MA 02109
New York State Business Venture
Partnership ........................... 440,506 14.5 8.7 63,655 7.5
c/o Rothschild Inc.
1251 Avenue of the Americas
51st Floor
New York, NY 10020
Laurence Moskowitz(3) ................... 429,954 13.9 8.4 30,000 7.9
c/o Medialink Worldwide Incorporated

708 Third Avenue
New York, NY 10017
Harriet Himmel Gilman ................... 270,667 8.9 5.4 43,783 4.5
c/o The Chase Manhattan Private Bank
(Florida), N.A.
218 Royal Palm Way
Palm Beach, FL 33480
Henry L. Kimelman(4) .................... 171,111 5.6 3.4 18,436 3.0
P.O. Box 301709
St. Thomas, Virgin Islands 00803
J. Graeme McWhirter(5)................... 113,798 3.7 2.2 6,002 2.1
Nicholas F. Peters(6).................... 28,840 * * -- *
Mark Manoff(7)........................... 47,584 1.6 * 1,000 *
Mary Buhay(8)............................ 4,160 * * -- *
Harold Finelt(9) ........................ 609,470 19.9 12.0 50,000 11.1
c/o American Research & Development
Corp.
45 Milk Street
Boston, MA 02109
Donald Kimelman(10)...................... 56,400 1.8 1.1 -- 1.1
James J. O'Neill(8)...................... 4,800 * * -- *
Gerald P. Rodeen(11)..................... 97,722 3.2 1.9 12,498 1.7
Theodore Wm. Tashlik(11)................. 46,221 1.5 * -- *
David Davis(12).......................... 15,961 * * -- *
All Named Executive Officers and
Directors as a Group (11 Persons)...... 1,454,910 44.5 27.6 99,500 25.7
(Table continued on next page)
</TABLE>

39
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES
SHARES BENEFICIALLY BENEFICIALLY OWNED
OWNED PRIOR TO PERCENTAGE OF AFTER OFFERING
DIRECTORS, OFFERING(1) SHARES NUMBER OF ASSUMING
NAMED EXECUTIVE OFFICERS ------------------- BENEFICIALLY OWNED SHARES SUBJECT OVER-ALLOTMENT
AND 5% STOCKHOLDERS NUMBER PERCENT AFTER OFFERING TO OVER-ALLOTMENT EXERCISE IN FULL
- ----------------------------------------- --------- ------- ------------------ ----------------- ------------------
Other Selling Stockholders
<S> <C> <C> <C> <C> <C>
John Egan.............................. 45,540 1.5% * 4,000 *
Paul Nemiroff.......................... 41,998 1.4 * 6,792 *
Barbara Phillips....................... 32,400 1.1 * 5,240 *
Mary Lou Rodeen........................ 37,141 1.2 * 5,571 *
Steven L. Schaefer and Karol Schaefer.. 31,964 1.0 * 5,169 *
Jeffrey B. Stone....................... 93,193 3.1 1.8% 7,661 1.7%
28 other Selling Stockholders, each of
which is selling less than 5,000
shares and beneficially owns less
than 1% of the outstanding shares of

Common Stock prior to the Offering... 267,429 8.8 5.3 40,193 4.5
</TABLE>

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

<TABLE>
<S> <C>
* Represents less than 1% of the outstanding shares of Common Stock including shares issuable to such
beneficial owner under options which are presently exercisable or will become exercisable within 60 days.
(1) Unless otherwise indicated, each person has sole voting and investment power with respect to the shares
shown as beneficially owned by such person.
(2) Francis J. Hughes, Jr. and Harold Finelt are the individual general partners of ARD Partners USA, L.P., a
general partner of ARD Master, L.P., the sole general partner of American Research & Development II, L.P.,
and as such may be deemed to beneficially own all shares held by American Research & Development II, L.P.
Each of such general partners disclaims beneficial ownership of a portion of such shares.
(3) Includes 50,100 shares of Common Stock which may be acquired upon the exercise of stock options which are
presently exercisable or will become exercisable within 60 days.
(4) Does not include an aggregate of 144,000 shares of Common Stock held by the Charlotte Kimelman Charitable
Remainder Trust, Henry L. Kimelman Charitable Remainder Trust, Henry L. Kimelman Family Foundation and SDJ
Family Trust as to which Mr. Kimelman disclaims beneficial ownership.
(5) Includes 43,218 shares of Common Stock which may be acquired upon the exercise of stock options which are
presently exercisable or will become exercisable within 60 days. Also includes 6,000 shares owned by the
McWhirter Family LLC which may be deemed to be beneficially owned by Mr. McWhirter.
(6) Includes 25,840 shares of Common Stock which may be acquired upon the exercise of stock options which are
presently exercisable or will become exercisable within 60 days.
(7) Includes 25,960 shares of Common Stock which may be acquired upon the exercise of stock options which are
presently exercisable or will become exercisable within 60 days.
(8) Represents shares of Common Stock which may be acquired upon the exercise of stock options which are
presently exercisable or will become exercisable within 60 days.
(9) Includes 595,070 shares of Common Stock held by American Research & Development II, L.P. Francis J. Hughes,
Jr. and Harold Finelt are the individual general partners of ARD Partners USA, L.P., a general partner of
ARD Master, L.P., the sole general partner of American Research & Development II, L.P., and as such may be
deemed to beneficially own all shares held by American Research & Development II, L.P. Each of such general
partners disclaims beneficial ownership of a portion of such shares. Also includes 14,400 shares of Common
Stock which may be acquired upon the exercise of stock options which are presently exercisable or will
become exercisable within 60 days. Shares subject to over-allotment are held directly by American Research &
Development II, L.P.
(10) Includes 14,400 shares of Common Stock which may be acquired upon the exercise of stock options which are
presently exercisable or will become exercisable within 60 days. Also includes 42,000 shares of Common Stock
held by SDJ Family Trust as to which Mr. Kimelman has voting power and beneficial ownership of 33% of such
shares.
(11) Includes 14,400 shares of Common Stock which may be acquired upon the exercise of stock options which are
presently exercisable or will become exercisable within 60 days.
(12) Includes 13,440 shares of Common Stock which may be acquired upon the exercise of stock options which are
presently exercisable or will become exercisable within 60 days.
</TABLE>

40
<PAGE>
DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Amended and Restated Certificate of Incorporation of the Company
authorizes the issuance of up to 15,000,000 shares of Common Stock, par value of
$.01 per share. Upon completion of the offering, there will be 5,047,933 shares
of Common Stock issued and outstanding. As of the date of this Prospectus, there
are 936,264 shares of Common Stock outstanding held of record by 70
stockholders. An additional 2,111,669 shares of Common Stock will be issued upon
the completion of this offering as a result of the Preferred Stock Conversions.
To date, there has been no public market for the Common Stock.

Holders of Common Stock ('Holders') are entitled to one vote per share for
each share held of record on all matters submitted to a vote of the
stockholders. Holders are entitled to receive ratably such dividends as may be
declared by the Board on the Common Stock out of funds legally available
therefor. The Holders have no preemptive rights, cumulative voting rights, or
rights to convert shares of Common Stock into any other securities, and are not
subject to future calls or assessments by the Company. All shares of Common
Stock of the Company issued in connection with the offering will be fully paid
and nonassessable.

PREFERRED STOCK

The Amended and Restated Certificate of Incorporation authorizes the Board
of Directors to issue up to an aggregate of 1,000,000 shares of preferred stock
(the 'Preferred Stock'), to establish one or more series of Preferred Stock and
to determine, with respect to each such series, the preferences, rights and
other terms thereof. The authorized class of Preferred Stock may be issued in
series from time to time with such designations, relative rights, priorities,
preferences, qualifications, limitations and restrictions thereof as the Board
of Director determines. The rights, priorities, preferences, qualifications,
limitations and restrictions of different series of Preferred Stock may differ
with respect to dividend rates, amounts payable on liquidation, voting rights,
conversion rights, redemption provisions, sinking fund provisions and other
matters. The Board of Directors may authorize the issuance of Preferred Stock
which ranks senior to the Common Stock with respect to the payment of dividends
and the distribution of assets on liquidation. In addition, the Board of
Directors is authorized to fix the limitations and restrictions, if any, upon
the payment of dividends on Common Stock to be effective while any shares of
Preferred Stock are outstanding. The Board of Directors, without stockholder
approval, can issue Preferred Stock with voting and conversion rights which
could adversely affect the voting power of the holders of Common Stock. Upon
completion of the offering, no shares of Preferred Stock will be outstanding and
the Board of Directors has no present plans to issue any such shares.

In accordance with their terms, the outstanding shares of the Series A,
Series B and Series C Preferred Stock will, upon the closing of this offering,
convert into an aggregate of 2,111,669 shares of Common Stock.

STOCK MARKET LISTING

The Common Stock has been approved for quotation on the Nasdaq National
Market under the symbol 'MDLK' subject to official notice of issuance.

REGISTRATION RIGHTS

The holders of 2,111,669 shares of Common Stock are entitled to certain
rights with respect to the registration of such shares under the Securities Act.
Under the terms of agreements between the Company and these holders, if the
Company proposes to register any of its securities under the Securities Act,
either for its own account or the account of other security holders exercising
registration rights, such holders are entitled to notice of such registration
and are entitled to include at the Company's expense shares of such Common Stock
therein; provided, among other conditions, that the underwriters of any offering
have the right to limit the number of such shares included in such registration.
In addition, such holders may require the Company, on not more than two
occasions and only in the event the aggregate offering price of such shares is
greater than $5 million, to file a registration statement under the Securities
Act at the Company's expense with respect to such shares, and the Company is
required to use its best efforts to effect such registration, subject to certain
conditions and limitations.

41
<PAGE>
Further, these holders may require the Company to register all or a portion of
their shares with registration rights on Form S-3, when the Company is eligible
to use such form, subject to certain conditions and limitations.

CERTAIN ANTITAKEOVER PROVISIONS

Preferred Stock. The Amended and Restated Certificate of Incorporation
authorizes the Board of Directors to establish one or more series of Preferred
Stock and to determine, with respect to any series of Preferred Stock, the
preferences, rights and other terms of such series. See 'Preferred Stock.' The
Company believes that the ability of the Board of Directors to issue one or more
series of Preferred Stock will provide the Company with increased flexibility in
structuring possible future financings and acquisitions and in meeting other
corporate needs. The authorized shares of Preferred Stock, as well as shares of
Common Stock, would be available for issuance without further action by the
Company's stockholders, unless such action is required by applicable law or the
rules of any stock exchange or automated quotation system on which the Company's
securities may be listed or traded. Although the Board of Directors has no
present intention to do so, it could, in the future, issue a series of Preferred
Stock which, due to its terms, could impede a merger, tender offer or other
transaction that some, or a majority, of the Company's stockholders might
believe to be in their best interests.

Section 203 of the Delaware General Corporation Law. The Company is
subject to the provisions of Section 203 of the Delaware General Corporation Law
(the 'Antitakeover Law') regulating corporate takeovers. The Antitakeover Law
prevents certain Delaware corporations, including those whose securities are
listed on the Nasdaq National Market, from engaging, under certain
circumstances, in a 'business combination' (which includes a merger or sale of
more than 10% of the corporation's assets) with any 'interested stockholder' (a
stockholder who acquired 15% or more of the corporation's outstanding voting
stock without the prior approval of the corporation's Board of Directors) for
three years following the date that such stockholder became an 'interested

stockholder.' A Delaware corporation may 'opt out' of the Antitakeover Law with
an express provision in its original certificate of incorporation, or an express
provision in its certificate of incorporation or by-laws resulting from a
stockholders' amendment approved by at least a majority of the outstanding
voting shares. The Company has not 'opted out' of the application of the
Antitakeover Law.

Classified Board of Directors. The Company's Amended and Restated
Certificate of Incorporation provides for the Board of Directors to be divided
into three classes of directors serving staggered three-year terms. As a result,
approximately one-third of the Board of Directors will be elected each year.
Classification of the Board of Directors expands the time required to change the
composition of a majority of directors and may tend to discourage a takeover bid
for the Company. Moreover, under the General Corporation Law of the State of
Delaware, in the case of a corporation having a classified Board of Directors,
the stockholders may remove a director only for cause. The provisions of
Delaware law, when coupled with provisions of the Company's Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws authorizing only
the Board of Directors to fill vacant directorships, will preclude stockholders
of the Company from removing incumbent directors without cause and
simultaneously gaining control of the Board of Directors by filling the
vacancies with their own nominees.

Certain Other Provisions. The Company's Amended and Restated Certificate
of Incorporation does not provide for cumulative voting in the election of
directors. The Company's Amended and Restated By-Laws provide that stockholders
must own fifty percent of the Common Stock to be permitted to call a special
meeting of the stockholders.

Reference is made to the full text of the Company's Amended and Restated
Certificate of Incorporation and its Amended and Restated By-Laws and the
foregoing statute for their entire terms. The partial summary contained above is
not intended to be complete. See 'Risk Factors--Concentration of Stock
Ownership; Potential Issuance of Preferred Stock; Provisions with Potential
Anti-Takeover Effects.'

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Amended and Restated Certificate of Incorporation limits the
liability of directors for monetary damages to the maximum extent permitted by
Delaware law. Such limitation of liability has no effect on the availability of
equitable remedies, such as injunctive relief or rescission.

42
<PAGE>
The Company's Amended and Restated By-Laws provide that the Company will
indemnify its directors, officers, employees and agents (including persons
serving at the request of the Company as a director, officer, employee or agent
of another organization, including service with respect to an employee benefit
plan and any former director, officer, employee or agent, or other such person)
against certain liabilities to the fullest extent permitted by Delaware law. The
Company is also empowered under its Amended and Restated By-Laws to purchase
insurance on behalf of any person whom it is required or permitted to indemnify.
The Company has entered into indemnification agreements with each of its current

directors and officers, which provide for indemnification of, and advancement of
expenses to, such persons to the greatest extent permitted by Delaware law,
including by reason of action or inaction occurring in the past and
circumstances in which indemnification and advancement of expenses to such
persons is permitted or is discretionary to the greatest extent permitted by
Delaware law. These provisions may have the practical effect in certain cases of
eliminating the ability of stockholders to collect monetary damages from
directors. The Company believes that theses provisions will assist the Company
in attracting and retaining qualified individuals to serve as directors or
officers. It is the opinion of the staff of the Securities and Exchange
Commission that indemnification provisions such as those contained in these
agreements have no effect on a director's or officer's liability under the
federal securities laws.

At the present time, there is no pending litigation or proceeding involving
a director, officer, employee or other agent of the Company in which
indemnification would be required or permitted. The Company is not aware of any
threatened litigation or proceeding which may result in a claim for such
indemnification.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock will be ChaseMellon
Shareholder Services, 450 West 33rd Street, New York, New York 10001.

43
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 5,047,933 shares of
Common Stock outstanding. Of these shares, 2,000,000 shares of Common Stock
offered hereby will be freely tradable without restriction unless purchased by
'affiliates' of the Company as that term is defined under Rule 144 promulgated
under the Securities Act of 1933. The remaining shares will be 'restricted
securities' as that term is defined in Rule 144 under the Securities Act and may
not be sold other than pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption from such registration requirement.
Subject to the contractual restrictions discussed below, 3,021,412 shares of
Common Stock will be eligible for sale under Rule 144 from the date of this
Prospectus. Restricted securities may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rule 144,
144(k) or 701 promulgated under the Securities Act, which rules are summarized
below.

Holders of 99% of the outstanding Common Stock are subject to lock-up
agreements under which they have agreed not to sell or otherwise dispose of any
shares of Common Stock without the prior written consent of Dean Witter Reynolds
Inc. for a period of 180 days after the date of this Prospectus whether now
owned or hereafter acquired by such stockholders or with respect to which such

stockholders have or hereafter acquire the power of disposition or enter into
any swap or any other agreement or any transaction that transfers, in whole or
in part, directly or indirectly, the economic consequence of ownership of the
Common Stock or any Common Stock deemed to be beneficially owned by such
stockholders, whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise. Such stockholders
also have agreed not to exercise their registration rights for 180 days after
the date of this Prospectus and have granted Dean Witter Reynolds Inc. the right
of first refusal to be engaged as the lead manager of the underwritten public
offering of their shares if registration rights are exercised following the
expiration of the lock-up period until the date that is 12 months from the date
of this Prospectus. The Company has consented to any such engagement of Dean
Witter Reynolds Inc. The Company has agreed not to issue or sell any shares of
Common Stock, without the prior written consent of Dean Witter Reynolds Inc. for
a period of 180 days after the date of this Prospectus other than the issuance
of shares upon the exercise of stock options. Upon the expiration of the 180-day
lock-up period, certain of the shares of Common Stock subject to the lock-up
agreements will become eligible for sale in the public market subject to the
conditions of Rule 144. See 'Underwriting.'

In general, under Rule 144 as currently in effect, an affiliate of the
Company, or person (or persons whose shares are aggregated) who has beneficially
owned restricted securities for at least two years but less than three years,
will be entitled to sell in any three-month period a number of shares that does
not exceed the greater of (i) 1% of the then outstanding shares of Common Stock
(5,047,933 shares immediately after this offering) or (ii) the average weekly
trading volume during the four calendar weeks immediately preceding the date on
which notice of the sale is filed with the Securities and Exchange Commission.
Sales pursuant to Rule 144 are subject to certain requirements relating to
manner of sale, notice and availability of current public information about the
Company. A person (or persons) whose shares are aggregated who is not deemed to
have been an affiliate of the Company at any time during the 90 days immediately
preceding the sale and who has beneficially owned his or her shares for a least
three years is entitled to sell such shares pursuant to Rule 144(k) without
regard to the limitations described above. In general, under Rule 701 under the
Securities Act as currently in effect, any employee, consultant or advisor of
the Company who purchases shares from the Company in connection with a
compensatory stock or option plan or other written agreement related to
compensation is eligible to resell such shares 90 days after the effective date
of this offering in reliance on Rule 144, but without compliance with certain
restrictions contained in Rule 144. Rule 701 is available for stockholders of
the Company as to all shares issued pursuant to stock option exercises occurring
on or after May 20, 1988 (the effective date of the Rule) of options granted
prior to the offering.

44
<PAGE>

UNDERWRITING

The Underwriters named below, for whom Dean Witter Reynolds Inc. and Wheat,
First Securities, Inc. are acting as representatives (the 'Representatives'),
have severally agreed, subject to the terms and conditions of an underwriting
agreement (the 'Underwriting Agreement'), to purchase from the Company the
number of shares of Common Stock set forth opposite their respective names
below:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ---------------------------------------------------------------------------- ----------------
<S> <C>
Dean Witter Reynolds Inc....................................................
Wheat, First Securities, Inc................................................
----------------
Total..................................................................
----------------
----------------
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions. The nature of the Underwriters'
obligation is such that they must purchase all of the shares of Common Stock
offered to the public (other than those covered by the over-allotment option
described below), if any of such shares are purchased.

Prior to the offering, there has been no public market for the shares of
Common Stock. The initial public offering price for the shares of Common Stock
was determined through agreement among the Company and the Representatives.
Among the factors considered in making such determination were the prevailing
market conditions and general economic conditions, the market prices of
securities and certain financial and operating information of publicly traded
companies which the Company and the Representatives believed to be comparable to
the Company, the earnings and certain other financial and operating information
of the Company in recent periods, the future prospects of the Company and its
industry in general and other factors deemed relevant.

The Company has been advised by the Underwriters that the Underwriters
propose to offer the shares of Common Stock directly to the public at the
initial public offering price set forth on the cover page of this Prospectus and
to certain dealers (who may include Underwriters) at the public offering price
less a concession not to exceed $ per share. Such dealers may reallow a
concession not to exceed $ per share in sales to other dealers. After the
initial public offering, the public offering price and concessions and
reallowances to dealers may be changed by the Underwriters.

The Selling Stockholders have granted the Underwriters an option
exercisable for 30 days from the date of this Prospectus to purchase up to

300,000 additional shares of Common Stock at the initial public offering price
less the underwriting discounts and commissions, solely to cover
over-allotments. To the extent such option is exercised, each Underwriter will
be obligated, subject to certain conditions, to purchase approximately the same
percentage of such additional shares of Common Stock as the number of shares of
Common Stock set forth opposite each Underwriter's name in the preceding table
bears to the total number of shares of Common Stock listed in such table.

The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribute to payments the Underwriters may be
required to make in respect thereof.

The Company, the Company's officers and directors, and certain holders of
Common Stock have agreed not to offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or any right to acquire Common
Stock for a period of 180 days after the date of this Prospectus without the
prior written consent (which consent may be given without notice to the
Company's stockholders or other public announcement) of Dean Witter Reynolds
Inc. Dean Witter Reynolds Inc. has advised the Company that it has no present
intention of releasing any of the Company's

45
<PAGE>
stockholders from such lock-up agreements until the expiration of such 180-day
period. See 'Shares Eligible for Future Sale.'

The Representatives have advised the Company and the Selling Stockholders
that the Underwriters do not intend to confirm sales to any account over which
they exercise discretionary authority.

At the Company's request, the Representatives have reserved up to 100,000
shares of Common Stock for sale at the initial public offering price to the
Company's employees and other persons having certain relationships with the
Company. The number of shares of Common Stock available for sale to the general
public will be reduced to the extent these persons purchase such reserved
shares. Any reserved shares not purchased will be offered by the Underwriters to
the general public on the same terms as the other shares offered hereby.

LEGAL MATTERS

Certain legal matters with respect to the legality of the securities
offered hereby will be passed upon for the Company by Tashlik, Kreutzer &
Goldwyn P.C., Great Neck, New York. Theodore Wm. Tashlik, a member of Tashlik,
Kreutzer & Goldwyn P.C. and a director of the Company, beneficially owns 31,821
shares of the Company's Common Stock and stock options to purchase 14,400 shares
of Common Stock. Certain legal matters will be passed upon for the Underwriters
by Willkie Farr & Gallagher, New York, New York.

EXPERTS

The financial statements of the Company as of December 31, 1994 and 1995
and September 30, 1996 and for each of the years in the three-year period ended
December 31, 1995 and the nine-month period ended September 30, 1996 and the
financial statements of PR Data Systems, Inc. as of December 31, 1994 and 1995
and for the years then ended have been included herein and in the registration
statement in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
'Commission') in Washington, D.C., a Registration Statement on Form S-1 under
the Securities Act, relating to the Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in exhibits and schedules to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract,
agreement or any other document referred to herein are not necessarily complete.
Where such contract, agreement or other document is an exhibit to the
Registration Statement, reference is made to such exhibit for a more complete
description of the matter involved, each such statement being qualified in all
respects by such reference. For further information regarding the Company and
the securities offered hereby, reference is made to the Registration Statement
and to the exhibits filed as a part thereof, which may be inspected at the
office of the Commission without charge or copies of which may be obtained
therefrom upon request to the Commission and payment of the prescribed fee.

A copy of the Registration Statement and the exhibits thereto may be
inspected without charge at the public reference facilities maintained by the
Commission's Headquarters at 450 Fifth Street, Room 1024, N.W., Judiciary Plaza,
Washington, D.C. 20549, and at the Commission's Regional Offices at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, 13th Floor, New York, New York 10048, and copies of all or
any part of the Registration Statement may be obtained from such offices upon
the payment of the fees prescribed by the Commission. The Commission maintains a
Web site that contains reports, proxy and information statements and other
information regarding the Company. The address of such Web site is
http://www.sec.gov.

The Company intends to furnish to its stockholders annual reports
containing financial statements audited by independent auditors and quarterly
reports containing unaudited financial data for the first three quarters of each
fiscal year.

<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Historical
- ----------
Medialink Worldwide Incorporated
Independent Auditors' Report............................................................................... F-2
Balance Sheets............................................................................................. F-3
Statements of Operations................................................................................... F-4
Statements of Stockholders' Equity......................................................................... F-5
Statements of Cash Flows................................................................................... F-6
Notes to Financial Statements.............................................................................. F-7
PR Data Systems, Inc.
Independent Auditors' Report............................................................................... F-14
Balance Sheets............................................................................................. F-15
Statements of Operations and Accumulated Deficit........................................................... F-16
Statements of Cash Flows................................................................................... F-17
Notes to Financial Statements.............................................................................. F-18

Pro Forma
- ---------
Medialink Worldwide Incorporated
Unaudited Pro Forma Condensed Combined Financial Statements................................................ F-22
Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30,
1996..................................................................................................... F-23
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 1995........ F-24
Notes to Unaudited Pro Forma Condensed Combined Financial Statements....................................... F-25
</TABLE>

All schedules have been omitted because the required information either is
not applicable or is shown in the financial statements or notes thereto.

F-1

<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors
Medialink Worldwide Incorporated:

We have audited the accompanying balance sheets of Medialink Worldwide
Incorporated as of December 31, 1994 and 1995, and September 30, 1996, and the
related statements of operations, stockholders' equity and cash flows for each
of the years in the three-year period ended December 31, 1995 and the nine month
period ended September 30, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Medialink Worldwide
Incorporated as of December 31, 1994 and 1995, and September 30, 1996, and the
results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 1995, and the nine month period ended
September 30, 1996, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

November 15, 1996
New York, New York

F-2

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
-------------------------- -------------
1994 1995 1996
----------- ----------- -------------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................... $ 262,414 $ 306,678 $ 606,232
Accounts receivable, less allowance for doubtful accounts of
$87,584, $161,367 and $245,004 in 1994, 1995 and 1996,
respectively (Note 2)..................................... 1,335,339 2,418,029 3,185,477
Prepaid expenses and other current assets................... 167,317 262,492 158,957
Deferred tax assets--current portion (Note 5)............... 333,697 617,314 319,746
----------- ----------- -------------
Total current assets...................................... 2,098,767 3,604,513 4,270,412
----------- ----------- -------------
Property and Equipment:
Furniture and fixtures...................................... 143,717 184,292 367,528
Office equipment............................................ 621,919 604,599 788,124
Leasehold improvements...................................... 101,969 174,621 299,720
----------- ----------- -------------
867,605 963,512 1,455,372
Less accumulated depreciation and amortization.............. 547,667 419,132 566,387
----------- ----------- -------------
Net property and equipment................................ 319,938 544,380 888,985
Due from officers............................................. 6,532 6,532 4,883

Goodwill net of amortization (Note 10)........................ -- -- 668,888
Deferred tax assets (Note 5).................................. 714,286 134,389 45,502
Other intangible assets--net (Note 10)........................ -- -- 312,066
Other assets.................................................. 97,676 97,518 360,220
----------- ----------- -------------
Total assets.............................................. $ 3,237,199 $ 4,387,332 $ 6,550,956
----------- ----------- -------------
----------- ----------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of obligations under capital leases (Note
3)........................................................ $ -- $ -- $ 11,699
Current portion of long-term debt (Note 10)................. -- -- 37,143
Current portion of covenant not to compete (Note 10)........ -- -- 60,000
Accounts payable............................................ 1,065,072 1,586,561 2,171,245
Accrued expenses............................................ 113,203 229,009 408,559
Income taxes payable........................................ 33,945 67,132 82,241
----------- ----------- -------------
Total current liabilities................................. 1,212,220 1,882,702 2,770,887
Commitment under covenant not to compete, excluding current
portion (Note 10)........................................... -- -- 252,066
Deferred rent payable......................................... 8,433 79,878 40,696
Obligation under capital leases, excluding current portion
(Note 3).................................................... -- -- 30,742
Long-term debt, excluding current portion (Note 10)........... -- -- 283,950
----------- ----------- -------------
Total liabilities......................................... 1,220,653 1,962,580 3,378,341
----------- ----------- -------------
Stockholders' Equity (Note 4):
Series A, 10% cumulative convertible preferred stock, $1.50
par value. Authorized; issued and outstanding 655,417
shares.................................................... 983,126 983,126 983,126
Series B, 10% cumulative convertible preferred stock, $1.35
par value. Authorized; issued and outstanding 475,185
shares.................................................... 641,500 641,500 641,500
Series C, 10% cumulative convertible preferred stock, $2.75
par value. Authorized 645,455 shares; issued and
outstanding 629,130 shares................................ 1,730,107 1,730,107 1,730,107
Common stock, $.01 par value. Authorized
15,000,000 shares; issued and outstanding 901,943,
906,743 and 936,264 shares in 1994, 1995 and
1996, respectively........................................ 9,019 9,067 9,363
Additional paid-in capital.................................. 346,572 352,524 520,165
Accumulated deficit......................................... (1,671,117) (1,289,882) (711,012)
Equity adjustment for foreign currency translation.......... (22,661) (1,690) (634)
----------- ----------- -------------
Total stockholders' equity................................ 2,016,546 2,424,752 3,172,615
----------- ----------- -------------
Total liabilities and stockholders' equity................ $ 3,237,199 $ 4,387,332 $ 6,550,956
----------- ----------- -------------
----------- ----------- -------------
</TABLE>

See accompanying notes to financial statements.

F-3

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------- --------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues.............................. $ 6,064,569 $ 7,547,761 $10,624,680 $ 7,382,316 $11,158,239
Direct costs (Note 7)................. 2,629,114 3,038,503 4,553,349 3,282,667 4,604,668
----------- ----------- ----------- ----------- -----------
Gross profit..................... 3,435,455 4,509,258 6,071,331 4,099,649 6,553,571
General and administrative expenses
(Note 3)............................ 3,650,569 4,068,786 5,373,307 3,796,548 5,548,433
----------- ----------- ----------- ----------- -----------
Operating (loss) income.......... (215,114) 440,472 698,024 303,101 1,005,138
Other income (expense):
Interest expense.................... (12,332) (6,205) -- -- (14,674)
Interest and other income........... 9,259 7,062 15,273 11,939 19,144
----------- ----------- ----------- ----------- -----------
(Loss) income before income
taxes.......................... (218,187) 441,329 713,297 315,040 1,009,608
Income tax expense (benefit) (Note
5).................................. 13,222 (1,022,963) 332,062 148,707 430,738
----------- ----------- ----------- ----------- -----------
Net (loss) income................ $ (231,409) $ 1,464,292 $ 381,235 $ 166,333 $ 578,870
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Net (loss) income applicable to common
stock............................... $ (566,882) $ 1,128,819 $ 45,762 $ (85,272) $ 327,265
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Pro forma net income per common
and common equivalent
share--unaudited (Note 9)...... $ 0.11 $ 0.05 $ 0.17
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See accompanying notes to financial statements.
F-4

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>

<CAPTION>
SERIES A, 10% SERIES B, 10% SERIES C, 10%
CUMULATIVE CUMULATIVE CUMULATIVE
CONVERTIBLE CONVERTIBLE CONVERTIBLE
COMMON STOCK PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK
-------------------- -------------------- -------------------- ---------------------
NO. OF NO. OF NO. OF NO. OF
SHARES PAR VALUE SHARES PAR VALUE SHARES PAR VALUE SHARES PAR VALUE
------- --------- ------- --------- ------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1992.................... 879,650 $ 8,796 655,417 $ 983,126 475,185 $ 641,500 629,130 $1,730,107
Issuance of common stock.. 19,293 193 -- -- -- -- -- --
Stock options exercised... 3,000 30 -- -- -- -- -- --
Net loss.................. -- -- -- -- -- -- -- --
Translation adjustment.... -- -- -- -- -- -- -- --
------- --------- ------- --------- ------- --------- ------- ----------
Balance at December 31,
1993.................... 901,943 9,019 655,417 983,126 475,185 641,500 629,130 1,730,107
Net income................ -- -- -- -- -- -- -- --
Translation adjustment.... -- -- -- -- -- -- -- --
------- --------- ------- --------- ------- --------- ------- ----------
Balance at December 31,
1994.................... 901,943 9,019 655,417 983,126 475,185 641,500 629,130 1,730,107
Stock options exercised... 4,800 48 -- -- -- -- -- --
Net income................ -- -- -- -- -- -- -- --
Translation adjustment.... -- -- -- -- -- -- -- --
------- --------- ------- --------- ------- --------- ------- ----------
Balance at December 31,
1995.................... 906,743 9,067 655,417 983,126 475,185 641,500 629,130 1,730,107
Issuance of common stock.. 26,521 266 -- -- -- -- -- --
Stock options exercised... 3,000 30 -- -- -- -- -- --
Net income................ -- -- -- -- -- -- -- --
Translation adjustment.... -- -- -- -- -- -- -- --
------- --------- ------- --------- ------- --------- ------- ----------
Balance at September 30,
1996.................... 936,264 $ 9,363 655,417 $ 983,126 475,185 $ 641,500 629,130 $1,730,107
------- --------- ------- --------- ------- --------- ------- ----------
------- --------- ------- --------- ------- --------- ------- ----------

EQUITY
ADJUSTMENT
FOR
ADDITIONAL FOREIGN TOTAL
PAID-IN ACCUMULATED CURRENCY STOCKHOLDERS'
CAPITAL DEFICIT TRANSLATION EQUITY
---------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Balance at December 31,
1992.................... $318,928 $(2,904,000) $(28,131) $ 750,326
Issuance of common stock.. 23,924 -- -- 24,117
Stock options exercised... 3,720 -- -- 3,750

Net loss.................. -- (231,409) -- (231,409)
Translation adjustment.... -- -- 10,176 10,176
---------- ----------- ---------- -------------
Balance at December 31,
1993.................... 346,572 (3,135,409) (17,955) 556,960
Net income................ -- 1,464,292 -- 1,464,292
Translation adjustment.... -- -- (4,706) (4,706)
---------- ----------- ---------- -------------
Balance at December 31,
1994.................... 346,572 (1,671,117) (22,661) 2,016,546
Stock options exercised... 5,952 -- -- 6,000
Net income................ -- 381,235 -- 381,235
Translation adjustment.... -- -- 20,971 20,971
---------- ----------- ---------- -------------
Balance at December 31,
1995.................... 352,524 (1,289,882) (1,690) 2,424,752
Issuance of common stock.. 163,921 -- -- 164,187
Stock options exercised... 3,720 -- -- 3,750
Net income................ -- 578,870 -- 578,870
Translation adjustment.... -- -- 1,056 1,056
---------- ----------- ---------- -------------
Balance at September 30,
1996.................... $520,165 $ (711,012) $ (634) $ 3,172,615
---------- ----------- ---------- -------------
---------- ----------- ---------- -------------
</TABLE>

See accompanying notes to financial statements.

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED DECEMBER 31, ENDED SEPTEMBER 30,
-------------------------------------- ----------------------
1993 1994 1995 1995 1996
---------- ---------- ---------- -------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income................................ $ (231,409) $1,464,292 $ 381,235 $166,333 $ 578,870
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation and amortization.................... 117,547 127,377 148,509 106,057 160,339
Provision for bad debts.......................... 58,105 5,601 74,701 53,896 83,638
Equity adjustment for foreign currency
translation.................................... 10,176 (4,706) 20,971 39,483 1,056
Loss on disposal of assets....................... -- -- 22,489 22,489 --
Deferred income taxes............................ -- (1,047,983) 296,280 130,816 386,455
Deferred rent payable............................ (9,666) (5,951) 71,445 364 (39,182)
Increase in accounts receivable.................. (211,067) (375,383) (1,154,422) (514,295) (562,371)

Decrease in due from officers.................... 3,000 -- -- -- 1,649
(Increase) decrease in prepaid expenses and other
current assets................................. (67,696) (41,993) (94,713) (66,794) 105,068
Increase in accounts payable and accrued
expenses....................................... 226,491 261,133 635,325 344,385 450,589
(Decrease) increase in income taxes payable...... (3,199) 23,313 33,187 31,781 15,109
---------- ---------- ---------- -------- ----------
Total adjustments.............................. 123,691 (1,058,592) 53,772 148,182 602,350
---------- ---------- ---------- -------- ----------
Net cash (used in) provided by operating
activities................................... (107,718) 405,700 435,007 314,515 1,181,220
---------- ---------- ---------- -------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in acquisition of PR Data Systems,
Inc............................................ -- -- -- -- (119,801)
Additions to property and equipment.............. (62,420) (127,407) (394,496) (346,072) (412,188)
Increase in other assets......................... (4,049) (60,117) (2,247) (14,188) (8,381)
---------- ---------- ---------- -------- ----------
Net cash used in investing activities.......... (66,469) (187,524) (396,743) (360,260) (540,370)
---------- ---------- ---------- -------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred offering costs.......................... -- -- -- -- (253,425)
Proceeds from exercise of options................ -- -- 6,000 -- 3,750
Proceeds from issuance of common stock........... 27,867 -- -- -- 9,186
Principal payments under covenant not to
compete........................................ -- -- -- -- (4,970)
Borrowings under note payable--bank.............. 250,000 -- -- -- --
Principal payments under capital lease
obligations.................................... -- -- -- -- (1,950)
Repayments of note payable--bank................. (70,000) (180,000) -- -- (84,980)
Repayment of long-term debt...................... -- -- -- -- (8,907)
---------- ---------- ---------- -------- ----------
Net cash provided by (used in) financing
activities................................... 207,867 (180,000) 6,000 -- (341,296)
---------- ---------- ---------- -------- ----------
Net increase in cash and cash equivalents...... 33,680 38,176 44,264 (45,745) 299,554
CASH AND CASH EQUIVALENTS at beginning of
period....................................... 190,558 224,238 262,414 262,414 306,678
---------- ---------- ---------- -------- ----------
CASH AND CASH EQUIVALENTS at end of period..... $ 224,238 $ 262,414 $ 306,678 $216,669 $ 606,232
---------- ---------- ---------- -------- ----------
---------- ---------- ---------- -------- ----------
</TABLE>

See accompanying notes to financial statements.
F-6

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO FINANCIAL STATEMENTS
INFORMATION RELATING TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 IS UNAUDITED.

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Description of Business

Medialink Worldwide Incorporated (the 'Company') is a Delaware corporation
incorporated on September 24, 1986. In August 1996 the Company changed its name
from Video Broadcasting Corporation. The Company is a worldwide provider of
video and audio production and distribution services for business and other
organizations that seek to communicate their news through television, radio and
other media. Since July 18, 1996, as a result of the acquisition of
substantially all of the assets and liabilities of PR Data Systems Inc. ('PR
Data'--see note 10), the Company has expanded its research capabilities and
added print news release distribution services. The Company has seven offices in
the United States and one office in the United Kingdom ('UK').

(b) Revenue Recognition

Fees earned from the distribution and monitoring of video news releases and
the distribution of printed news releases are recognized in the period that the
release is distributed. Fees earned for satellite media tours and producing
video news releases and live broadcasts are recognized in the period that
services are performed.

Property and equipment are stated at cost. Depreciation on property and
equipment is computed on the straight-line method over the estimated useful
lives of the assets. Leasehold improvements are amortized over the shorter of
the lease term or estimated useful life of the asset.

(d) Deferred Rent Payable

In accordance with Statement of Financial Accounting Standards No. 13,
'Accounting for Leases,' the Company recognizes rental costs on a straight-line
basis over the fixed term of the lease period. Deferred rent payable represented
the excess of rental expense recorded over rental payments to date.

(e) Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents. At December 31, 1994
and 1995 and September 30, 1996, cash equivalents consisted of amounts on
deposit in money market accounts amounting to $186,776, $109,159 and $55,294,
respectively.

(f) Foreign Currency Translation

Foreign operations' financial statements are translated to U.S. dollars in
accordance with Statement of Financial Accounting Standards No. 52, 'Foreign
Currency Translation.' Assets and liabilities of the foreign bureau are
translated into U.S. dollars at year-end rates of exchange. Statements of
operations accounts are translated at the average exchange rate prevailing
during the year. Resulting translation adjustments are reported as a separate
component of stockholders' equity.

(g) Income Taxes

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, 'Accounting for Income Taxes' (Statement
109). Under the asset and liability method of Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are

F-7
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION RELATING TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 IS UNAUDITED.

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
expected to be recovered or settled. Under Statement 109, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date.

(h) Use of Estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

(i) Fair Value of Financial Instruments

The carrying values of financial instruments approximate their estimated
fair value because of the short maturity of these instruments.

(j) Unaudited Interim Financial Statements

In the opinion of management, the unaudited statements of operations and
cash flows for the nine months ended September 30, 1995 have been prepared on
the same basis as the audited financial statements contained herein and include
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the financial information set forth therein.

(2) NOTE PAYABLE--BANK

In March 1995, the Company entered into a credit facility with a bank.
Under this agreement, the Company can borrow up to the lesser of $500,000 or 70%
of the eligible accounts receivable, as defined in the agreement, through
February 28, 1997. The interest rate for the bank borrowings is the prime rate
plus 1.00% and is payable monthly. The loan is secured by the Company's accounts
receivable and all other assets of the Company. No borrowings were outstanding

under this credit facility at December 31, 1994 and 1995 or September 30, 1996.
The loan agreement requires the Company to meet certain financial ratio tests
and prohibits the payment of cash dividends.

Borrowings in 1993 and 1994 under a previous credit facility with another
bank bore interest at the prime rate plus 1 3/4%.

(3) LEASE COMMITMENTS

The Company has several noncancelable operating leases for office space
expiring at various dates through 2004. As of September 30, 1996, future minimum
lease payments under noncancelable operating leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
- ------------------------ ----------
<S> <C>
1996............................................................................ $ 134,377
1997............................................................................ 541,076
1998............................................................................ 544,645
1999............................................................................ 512,414
2000............................................................................ 463,762
2001............................................................................ 430,681
Thereafter...................................................................... 1,264,379
----------
$3,891,334
----------
----------
</TABLE>

Total rent expense for operating leases in the years ended December 31,
1993, 1994 and 1995 and the nine months ended September 30, 1996 was $362,993,
$368,171, $326,916 and $471,391, respectively.

F-8
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION RELATING TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 IS UNAUDITED.

(3) LEASE COMMITMENTS--(CONTINUED)
The Company leases copier equipment under capital leases. Minimum future lease
payments under capital leases at September 30, 1996 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
- ------------------------
<S> <C>
1996........................................................... $ 4,988
1997........................................................... 14,963

1998........................................................... 14,963
1999........................................................... 17,919
2000........................................................... 351
--------
Total minimum lease payments................................... 53,184
Less amount representing interest.............................. (10,743)
--------
Present value of net minimum lease payments.................... 42,441
Less current portion........................................... (11,699)
--------
$ 30,742
--------
--------
</TABLE>

(4) STOCKHOLDERS' EQUITY

Stock Split

In July 1996, the Company effected a 1.2 for one stock split. In addition,
the Company restated its Certificate of Incorporation to increase its authorized
capitalization from 5,000,000 shares of common stock, par value $.01 per share
('Common Stock'), to 15,000,000 shares. These changes resulted in an increase in
Common Stock and corresponding decrease in additional paid-in capital. All per
share data and references to numbers of shares have been restated for all
periods presented to reflect these changes.

Preferred Shares

Annual dividends on the Series A, 10% cumulative convertible preferred
stock, Series B, 10% cumulative convertible preferred stock and Series C, 10%
cumulative convertible preferred stock are cumulative, commencing July 1, 1989
for Series A and Series B and October 31, 1989 for Series C, until declared and
paid at the discretion of the Board of Directors. At December 31, 1995,
dividends in arrears on the Series A, Series B and Series C cumulative
convertible preferred stock amounted to approximately $639,000, $417,000 and
$1,017,000, respectively.

Each share of Series A, Series B and Series C cumulative convertible
preferred stock is convertible at any time at the option of the stockholder into
1.2 shares of Common Stock and will convert into 1.2 shares of Common Stock upon
the closing of an initial public offering pursuant to which the Company receives
net cash proceeds of at least $5 million, and in which the public price per
share is at least $5.50.

Stock Option Plan for Employees

The Company has a stock option plan (the 'Stock Option Plan') that provides
for the granting of options to employees to purchase shares of the Common Stock.
The Company has reserved 490,808 shares for the exercise of these options. In
January 1996, the Company increased the shares reserved for grant by 180,000.
The option price under the Plan shall not be less than 85% of the fair market
value of such share of Common Stock on the date of the grant as determined by
the Company. Under the Stock Option Plan, options issued are exercisable at such

times as determined by the Company but no later than ten years after the date of
the grant.

Options to purchase 251,100 shares of Common Stock at $1.25 and $2.29 per
share were granted and are outstanding at December 31, 1995. Twenty percent of
the options become exercisable each July 1, commencing in the year the options
are granted. The options expire six years from the date of grant. However, upon
the

F-9
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION RELATING TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 IS UNAUDITED.

(4) STOCKHOLDERS' EQUITY--(CONTINUED)
termination of employment of any person, the options will expire 90 days after
the termination date, but no later than the specified expiration date.

In February and July of 1996, 387,494 and 24,000 options were granted at
exercise prices of $3.54 and $6.46, respectively, with a five-year term pursuant
to the Stock Option Plan.

Activity under the Stock Option Plan is summarized as follows:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------- -------------
1993 1994 1995 1996
------- ------- ------- -------------
<S> <C> <C> <C> <C>
Outstanding options at January 1........................ 277,500 262,500 213,600 251,100
Granted--option prices ranging from $1.25 per share in
1993, $1.25 per share in 1994, $2.29 per share in 1995
and $3.54 and $6.46 per share in 1996................. -- 14,400 75,000 411,494
Exercised............................................... (3,000) -- (4,800) (3,000)
Cancelled and expired................................... (12,000) (63,300) (32,700) (90,000)
------- ------- ------- -------------
Outstanding (in 1996, exercisable at $1.25 to $6.46 per
share) at end of period............................... 262,500 213,600 251,100 569,594
------- ------- ------- -------------
------- ------- ------- -------------
Exercisable (in 1996, exercisable at $1.25 to $6.46 per
share) at end of period............................... 201,480 208,740 214,140 189,639
------- ------- ------- -------------
------- ------- ------- -------------
Available for grant at end of period.................... 17,948 66,848 204,548 63,054
------- ------- ------- -------------
------- ------- ------- -------------

</TABLE>

Stock Option Plan for Directors

In February 1996, the Company established a stock option plan (the
'Directors Stock Option Plan') that provides for the granting of options to
non-employee members of the Company's Board of Directors to purchase shares of
the Common Stock. The Company has reserved 180,000 shares for the exercise of
these options. The option price under the Directors Stock Option Plan shall not
be less than the fair market value of such share of Common Stock on the date of
the grant as determined by the Company. Under the Directors Stock Option Plan,
options issued are exercisable at such times as determined by the Company but no
later than fifteen years after the date of the grant.

Options to purchase 62,400 shares of Common Stock at $3.54 per share were
granted to non-employee directors in February 1996 for services rendered prior
to 1996. No individual directors' grant exceeded 14,400 shares. The options
expire fifteen years from the date of grant. However, upon the termination of
board membership of any person, the options will expire 90 days after the
termination date, but no later than the specified expiration date. These
directors will be eligible for additional grants of 3,000 shares per year in
future years if they continue to serve the Company in that capacity. Such future
grants would become exercisable over a three-year period.

Common Stock Warrants

In 1989, the Company issued warrants to purchase 10,110 shares of its
Common Stock at $2.50 per share. Such warrants expired in 1994.

Deferred Compensation Plan

The Company has a 401(k) plan (the '401(k) Plan') covering all eligible
employees. The 401(k) Plan is currently funded by voluntary salary deductions by
plan members and is limited to the maximum amount that can be deducted for
Federal income tax purposes. The Company is not required to make contributions
to the 401(k) Plan; however, employer contributions may be made on a
discretionary basis. For the three years ended

F-10
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION RELATING TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 IS UNAUDITED.

(4) STOCKHOLDERS' EQUITY--(CONTINUED)
December 31, 1995, the Company's expenses in connection with the 401(k) Plan
were $16,186, $20,320 and $27,233 for 1993, 1994 and 1995, respectively, and
$44,366 for the nine months ended September 30, 1996 which is reflected in
general and administrative expenses in the accompanying financial statements.

(5) INCOME TAXES

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

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------- -------------
1993 1994 1995 1996
-------- ----------- -------- -------------
<S> <C> <C> <C> <C>
Current:
Federal......................................... $ -- $ 12,393 $ 20,000 $ 22,617
State and local................................. 13,222 12,627 15,782 21,666
-------- ----------- -------- -------------
13,222 25,020 35,782 44,283
Deferred:
Federal......................................... -- (783,341) 221,462 299,226
State and local................................. -- (264,642) 74,818 87,229
-------- ----------- -------- -------------
-- (1,047,983) 296,280 386,455
-------- ----------- -------- -------------
$ 13,222 $(1,022,963) $332,062 $ 430,738
-------- ----------- -------- -------------
-------- ----------- -------- -------------
</TABLE>

Income tax (benefit) expense differs from the amount computed by
multiplying the statutory rate of 34% to income before income taxes due to the
following:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------- -------------
1993 1994 1995 1996
-------- ----------- -------- -------------
<S> <C> <C> <C> <C>
Income tax (benefit) expense at statutory rate.... $(74,184) $ 150,052 $242,929 $ 343,267
Increase (reduction) in income taxes resulting
from:
State and local income taxes, net of Federal
income tax benefit........................... 13,222 40,717 59,796 71,871
Nondeductible expenses.......................... -- 16,159 9,337 13,306
Increase (reduction) in valuation allowance..... 74,184 (1,242,284) -- --
Other........................................... -- 12,393 20,000 2,294
-------- ----------- -------- -------------
$ 13,222 $(1,022,963) $332,062 $ 430,738
-------- ----------- -------- -------------
-------- ----------- -------- -------------
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 1994 and 1995 and September
30, 1996 are presented below:

<TABLE>
<CAPTION>
1994 1995 1996
---------- -------- --------
<S> <C> <C> <C>
Deferred tax assets:
Accounts receivable, principally due to allowance for doubtful
accounts.................................................... $ 35,857 $ 46,114 $ 82,886
Leasehold improvements, principally due to differences in
amortization................................................ 12,202 4,457 11,390
Equipment, principally due to differences in depreciation...... 26,063 33,441 34,112
Net operating loss carryforward................................ 973,861 667,691 214,243
Other.......................................................... -- -- 22,617
---------- -------- --------
Net deferred tax asset........................................... $1,047,983 $751,703 $365,248
---------- -------- --------
---------- -------- --------
</TABLE>

F-11
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION RELATING TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 IS UNAUDITED.

(5) INCOME TAXES--(CONTINUED)
Upon the adoption of Statement 109 in 1993, because of its operating losses
and the level of deferred tax assets, the Company could not conclude that it was
more likely than not that its deferred tax assets would be realized and,
consequently, set up a valuation allowance. At December 31, 1994, based on its
earnings for the year and expectations of future earnings, the Company
determined that it was more likely than not that its deferred tax assets would
be realized and, consequently, reversed the remaining valuation allowance.

(6) FOREIGN OPERATIONS

Selected financial information regarding the Company's UK office as of and
for the years ended December 31, 1993, 1994 and 1995 and for the nine months
ended September 30, 1996 is as follows:

<TABLE>
<CAPTION>
1993 1994 1995 1996
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Total assets...................................... $ 393,878 $ 560,295 $ 940,086
--------- ---------- ----------
--------- ---------- ----------

Total liabilities................................. $ 156,233 $ 327,818 $ 500,965
--------- ---------- ----------
--------- ---------- ----------
Revenues.......................................... $ 360,074 $ 834,749 $1,484,670 $1,880,619
--------- --------- ---------- ----------
--------- --------- ---------- ----------
Operating gain (loss)............................. $(281,081) $(103,341) $ (21,606) $ 82,620
--------- --------- ---------- ----------
--------- --------- ---------- ----------
</TABLE>

(7) COMMITMENTS

On April 30, 1990, the Company entered into an agreement for communications
services. The agreement, which was amended and restated on November 1, 1993, was
extended on October 31, 1996 until November 1, 1999. The agreement provides for
guaranteed minimum payments which currently approximate $516,000 per year.
Charges included in direct costs on the accompanying statement of operations
under this agreement amounted to $516,344, $497,617 and $526,516 for the years
ended December 31, 1993, 1994 and 1995, respectively, and $383,133 for the nine
months ended September 30, 1996.

(8) SUPPLEMENTAL CASH FLOWS INFORMATION

Cash paid for interest and income taxes during the years ended December 31,
1993, 1994 and 1995 and the nine months ended September 30, 1996 was as follows:

<TABLE>
<CAPTION>
1993 1994 1995 1996
------- ------ ------ -------
<S> <C> <C> <C> <C>
Interest...................................................... $12,332 $6,205 $ -- $14,674
Income taxes.................................................. $16,421 $2,868 $3,733 $28,615
</TABLE>

In connection with the acquisition of the operations of PR Data Systems,
Inc. ('PR Data') in July 1996, the Company issued shares of Common Stock to the
sellers valued at $155,000 and assumed certain of the obligations and
liabilities of PR Data as at the closing date with the exception that such
obligations and liabilities assumed could not exceed the book value of assets
acquired by more than $372,000.

(9) UNAUDITED PRO FORMA INFORMATION

Pro forma net income per common and common equivalent share is calculated
using the weighted average number of shares of Common Stock outstanding during
the period, plus Common Stock issuable pursuant to options granted under the
Stock Option Plan issued at prices below the assumed initial public offering
price per share during the twelve-month period immediately preceding the initial
filing date of the Company's Registration Statement for its public offering,
assuming such Common Stock was outstanding for all periods presented. In
addition, shares of Common Stock issuable upon the conversion of all shares of

Series A, Series B and Series C Preferred Stock into shares of Common Stock are
included in the calculation as if they were outstanding for all periods
presented. The weighted average number of common equivalent shares outstanding
during the period ended December 31, 1995 and September 30, 1996, after
reflecting a 1.2 for 1 stock split effective July 31, 1996 was 3,453,109 and
3,485,011, respectively.

F-12
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION RELATING TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 IS UNAUDITED.

(10) ACQUISITION OF PR DATA SYSTEMS, INC.

On July 18, 1996, the company entered into an asset purchase agreement (the
'Agreement') with PR Data and its stockholders. Under the terms of the
Agreement, the Company acquired all of PR Data's tangible and intangible assets
for cash of $120,000 and through the issuance of 24,000 shares of the Company's
Common Stock valued at $155,000. The Company also assumed certain of the
obligations and liabilities of PR Data as at the closing date with the exception
that such obligations and liabilities assumed could not exceed the book value of
assets acquired by more than $372,000.

The Company also entered into non-compete agreements with the principal
officers and stockholders of PR Data. These agreements are for periods of five
years and provide for quarterly payments aggregating $410,000 during this
period. The present value of each of the non-compete asset and the related
payment obligation at September 30, 1996 is $312,066, respectively.

The Company has accounted for this acquisition as a purchase. The
information for the nine months ended September 30, 1996 contained in the
accompanying 1996 financial statements reflect the operating results of PR Data
subsequent to July 18, 1996.

The purchase price exceeds the fair value of the assets acquired and
assumed by approximately $677,000 which has been allocated to goodwill. In
addition, the non-compete agreements have been recorded as an intangible asset
at the present value of the related payments, calculated using the Company's
estimated rate at the time of 9.5%. Goodwill is being amortized over 15 years
and the non-compete agreements are being amortized over five years.

Immediately following the acquisition, the Company converted certain of the
liabilities of PR Data that it assumed, which were payable to a former
stockholder of PR Data, into a note in the amount of $330,000. This note bears
interest at 8% and is payable in equal installments over seven years. Aggregate
principal payments under this note after September 30, 1996 are as follows:

<TABLE>
<CAPTION>
PERIOD AMOUNT

- -------------------------------------------------------------- --------
<S> <C>
Period ending December 31,
1996..................................................... $ 9,085
1997..................................................... 38,193
1998..................................................... 41,341
1999..................................................... 44,749
2000..................................................... 48,437
2001..................................................... 52,430
2002..................................................... 56,752
2003..................................................... 30,106
--------
Total principal payments................................. 321,093
less current portion..................................... (37,143)
--------
$283,950
--------
--------
</TABLE>

F-13

<PAGE>
INDEPENDENT AUDITORS' REPORT

THE BOARD OF DIRECTORS
PR DATA SYSTEMS, INC.:

We have audited the accompanying balance sheets of PR Data Systems, Inc. as
of December 31, 1994 and 1995, and the related statements of operations and
accumulated deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PR Data Systems, Inc. as of
December 31, 1994 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

New York, New York
August 22, 1996

F-14

<PAGE>
PR DATA SYSTEMS, INC.
BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
-------------------- -----------
1994 1995 1996
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash....................................................................... $ 5,083 $ 4,008 $ --
Accounts receivable net of allowance for doubtful accounts of $25,000 and
$18,000 in 1994 and 1995, respectively.................................. 219,838 248,229 252,320
Prepaid expenses........................................................... 3,104 2,707 1,284
-------- -------- -----------
Total current assets.................................................... 228,025 254,944 253,604
Property and equipment, net of accumulated depreciation of $238,027 and
$216,540 in 1994 and 1995, respectively (Note 2)........................... 54,892 90,301 77,576
Security deposits............................................................ 6,035 7,731 7,731
Deferred loan costs.......................................................... 7,044 5,166 4,227
-------- -------- -----------
Total assets............................................................ $295,996 $358,142 $ 343,138
-------- -------- -----------
-------- -------- -----------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current portion of obligations under capital leases (Note 3)............... 8,307 11,699 11,699
Current portion of long-term debt (Note 4)................................. 136,455 104,442 87,513
Loans payable (Note 5)..................................................... -- 11,500 --
Accounts payable........................................................... 136,361 133,160 129,717
Amounts payable to related parties (Note 5):
Accrued interest........................................................ 49,785 76,910 90,107
Accrued rent............................................................ 30,922 43,470 27,962
Accrued salaries........................................................... 29,390 30,535 32,598
Other accrued expenses..................................................... 1,488 235 1,888
Deferred revenue........................................................... 51,806 54,056 --
Income taxes payable....................................................... 895 615 349
-------- -------- -----------
Total current liabilities............................................... 445,409 466,622 381,833
Obligations under capital leases, excluding current portion (Note 3)......... 36,390 38,541 31,876
Long-term debt, payable to related parties (Note 4).......................... 287,362 293,107 353,607
-------- -------- -----------
Total liabilities....................................................... 769,161 798,270 767,316
-------- -------- -----------

Commitments (Notes 3 and 5)
Stockholders' Deficit:
Common stock, no par value. Authorized, issued and outstanding 200
shares.................................................................. 17,000 17,000 17,000
Accumulated deficit........................................................ (490,165) (457,128) (441,178)
-------- -------- -----------
Total stockholders' deficit............................................. (473,165) (440,128) (424,178)
-------- -------- -----------
Total liabilities and stockholders' deficit............................. $295,996 $358,142 $ 343,138
-------- -------- -----------
-------- -------- -----------
</TABLE>

See accompanying notes to financial statements.
F-15

<PAGE>
PR DATA SYSTEMS, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
------------------------ ----------------------
1994 1995 1995 1996
---------- ---------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues................................ $1,669,783 $1,691,603 $ 808,557 $ 843,788
Direct expenses......................... 344,961 263,133 141,947 116,006
---------- ---------- --------- ---------
Gross profit....................... 1,324,822 1,428,470 666,610 727,782
Selling, general and administrative
expenses.............................. 1,377,169 1,354,019 657,611 681,763
---------- ---------- --------- ---------
Operating (loss) income............ (52,347) 74,451 8,999 46,019
Interest expense........................ (38,401) (40,799) (33,410) (29,486)
---------- ---------- --------- ---------
(Loss) income before income
taxes............................ (90,748) 33,652 (24,411) 16,533
Income taxes (Note 6)................... 624 615 365 583
---------- ---------- --------- ---------
Net (loss) income.................. (91,372) 33,037 (24,776) 15,950
Accumulated deficit at beginning of
period................................ (398,793) (490,165) (490,165) (457,128)
---------- ---------- --------- ---------
Accumulated deficit at end of period.... $ (490,165) $ (457,128) $(514,941) $(441,178)
---------- ---------- --------- ---------
---------- ---------- --------- ---------
</TABLE>

See accompanying notes to financial statements.
F-16

<PAGE>
PR DATA SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
INFORMATION AS OF JUNE 30, 1996 AND INFORMATION RELATING TO THE
SIX MONTHS ENDED JUNE 30, 1996 AND 1995 IS UNAUDITED.

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
-------------------- --------------------
1994 1995 1995 1996
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income................................................ $(91,372) $ 33,037 $(24,776) $ 15,950
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization................................. 10,118 17,840 10,620 13,664
Provision for doubtful accounts............................... 22,000 21,007 9,667 658
Loss on disposition of equipment and vehicles................. 675 1,143 1,143 --
Decrease (increase) in accounts receivable.................... 5,523 (49,398) 77,798 (4,749)
Decrease in prepaid expenses.................................. 745 397 1,561 1,423
(Decrease) increase in accounts payable....................... (11,309) (3,201) 4,975 (3,443)
Increase in amounts payable to related parties................ 31,925 39,673 (57,556) (2,311)
(Decrease) increase in accrued salaries....................... (888) 1,145 (169) 2,063
Decrease in other accrued expenses............................ (2,060) (1,253) 13,512 1,653
Increase in deferred revenue.................................. 51,806 2,250 (5,534) (54,056)
Increase (decrease) in income taxes payable................... 645 (280) (530) (266)
Increase in security deposits................................. (4,237) (1,696) (1,696) --
-------- -------- -------- --------
Net cash provided by operating activities................ 13,571 60,664 29,015 (29,414)
-------- -------- -------- --------
Cash flows from investing activities:
Capital expenditures for property and equipment.................. -- (35,554) (13,684) --
-------- -------- -------- --------
Net cash used in investing activities.................... -- (35,554) (13,684) --
-------- -------- -------- --------
Cash flows from financing activities:
Proceeds of borrowings from stockholders......................... 71,410 45,240 745 60,500
Proceeds of other borrowings..................................... 24,900 63,000 -- --
Principal payments on borrowings from stockholders............... (56,400) (39,495) -- --
Principal payments on loan from Small Business Administration.... (29,760) (32,013) (15,592) (16,929)
Principal payments under capital lease obligations............... (693) (11,417) (5,567) (6,665)
Principal payments on other borrowings........................... (24,900) (51,500) -- (11,500)
-------- -------- -------- --------
Net cash used in financing activities.................... (15,443) (26,185) (20,414) 25,406
-------- -------- -------- --------
Net decrease in cash..................................... (1,872) (1,075) (5,083) (4,008)
Cash at beginning of period........................................ 6,955 5,083 5,083 4,008
-------- -------- -------- --------

Cash at end of period.............................................. $ 5,083 $ 4,008 $ -- $ --
-------- -------- -------- --------
-------- -------- -------- --------
Supplemental schedule of noncash investing and financing
activities:
Acquisition of equipment under capital lease.................. $ 45,389 $ 16,960
-------- --------
-------- --------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest...................................................... $ 15,298 $ 29,343
-------- --------
-------- --------
Income taxes.................................................. $ 250 $ 250
-------- --------
-------- --------
</TABLE>

See accompanying notes to financial statements.
F-17

<PAGE>
PR DATA SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
INFORMATION AS OF JUNE 30, 1996 AND INFORMATION RELATING TO THE
SIX MONTHS ENDED JUNE 30, 1996 AND 1995 IS UNAUDITED.

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Description of Business

PR Data Systems, Inc. ('PR Data') is engaged in public relations services,
including the distribution of news releases to media and reporting on the
effectiveness of such releases in meeting the customers' requirements.

(b) Revenue Recognition

Fees earned for the distribution of news releases are recognized when the
services are performed and billed. PR Data typically enters into annual
agreements with customers under which it reports on the effectiveness of news
releases. Fees earned under these arrangements are recognized ratably over the
term of the agreement.

Property and equipment are stated at cost. Depreciation is calculated
principally on a straight-line basis over the estimated useful lives of the
assets. Equipment held under capital leases is amortized on a straight-line
basis over the lease term. Costs paid to a consultant to develop certain
databases used by PR Data have been deferred and are being amortized over five
years.

(d) Deferred Loan Costs

Costs incurred in obtaining a loan from the Small Business Administration
have been deferred and are being amortized over the term of the loan (six
years).

(e) Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. PR Data makes an allowance for deferred tax assets to the extent
that management considers that some portion or all of such assets will not be
realized.

(f) Financial Instruments

The fair value of financial instruments at December 31, 1994 and 1995
approximates cost due to the relatively short maturities of such instruments.

(g) Use of Estimates

Management of PR Data has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

(h) Unaudited Interim Financial Statements

In the opinion of management, the unaudited interim balance sheet as of
June 30, 1996 and the related statements of operations and accumulated deficit
and cash flows for the six months ended June 30, 1995 and 1996 have been
prepared on the same basis as the audited financial statements contained herein
and include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the financial information set forth
therein. The results of operations for the six months ended June 30, 1996 are
not necessarily indicative of the results that may be expected for the year end
December 31, 1996.

F-18
<PAGE>
PR DATA SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION AS OF JUNE 30, 1996 AND INFORMATION RELATING TO THE
SIX MONTHS ENDED JUNE 30, 1996 AND 1995 IS UNAUDITED.

(2) PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
1994 1995
--------- ---------
<S> <C> <C>
Copier equipment held under capital leases......................... $ 45,389 $ 62,349
Office furniture................................................... 20,982 22,332
Office and computer equipment and software......................... 226,548 222,160
--------- ---------
292,919 306,841
Less accumulated depreciation...................................... (238,027) (216,540)
--------- ---------
$ 54,892 $ 90,301
--------- ---------
--------- ---------
</TABLE>

Depreciation expenses amounted to $10,118 and $17,840 in 1994 and 1995,
respectively.

(3) OBLIGATIONS UNDER CAPITAL LEASES

Minimum future lease payments under capital leases at December 31, 1995
are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
- ---------------------------------------------------------------
<S> <C>
1996........................................................... $14,963
1997........................................................... 14,963
1998........................................................... 14,963
1999........................................................... 17,919
2000........................................................... 351
-------
Total minimum lease payments................................... 63,159
Less amount representing interest.............................. (12,919)
-------
Present value of net minimum lease payments.................... $50,240
Less amount currently due...................................... (11,699)
-------
$38,541
-------
-------
</TABLE>

(4) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>

<CAPTION>
1994 1995
-------- --------
<S> <C> <C>
Small Business Administration loan due August 31, 1998................ $136,455 $104,442
Stockholders' loans................................................... 287,362 293,107
-------- --------
423,817 397,549
Less current portion.................................................. 136,455 104,442
-------- --------
Long-term portion, net................................................ $287,362 $293,107
-------- --------
-------- --------
</TABLE>

The Small Business Administration loan bears interest at 2 1/4% over prime
(10 3/4% at December 31, 1995) and is payable in monthly installments over the
term of the loan. The loan is guaranteed by the officers and secured by third
mortgages on their residences and assignment of proceeds under the officers'
life insurance policies. Restrictive covenants include maintaining a current
ratio of not less than 1.5 to 1 at the end of any fiscal quarter and contain
limits as to officers' salary increases and paydowns on stockholder loans. PR
Data did not meet the current ratio requirement at December 31, 1994 or 1995.
Consequently, the entire loan balance is classified as a current liability on
the accompanying balance sheets.

The stockholders' loans bear interest at 8 1/2% or 2% over prime (10 1/2%
at December 31, 1995) and have been classified as long term as the shareholders
agreed not to demand repayment before January 1, 1997.

F-19
<PAGE>
PR DATA SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION AS OF JUNE 30, 1996 AND INFORMATION RELATING TO THE
SIX MONTHS ENDED JUNE 30, 1996 AND 1995 IS UNAUDITED.

(5) RELATED PARTY TRANSACTIONS

During March 1992, PR Data entered into a five-year lease expiring in
September 1996 for office space from a partnership 50% owned by certain
stockholders. The lease agreement calls for a monthly base rent of $12,175 plus
escalation charges for real estate taxes. These escalation charges totaled
$17,894 and $19,794 in 1994 and 1995, respectively. PR Data negotiated a
reduction in the monthly payments to $10,175 for the period April 1, 1994
through March 31, 1995.

During 1995, a partnership, 50% owned by certain stockholders of PR Data,
advanced funds without interest to cover short-term working capital needs of PR
Data.

At December 31, 1994 and 1995, amounts payable to related parties included
rent payable to a partnership 50% owned by certain stockholders of $30,922 and

$43,370, respectively, and interest on stockholders' loans of $49,785 and
$76,910, respectively.

(6) INCOME TAXES

Income tax expense attributable to income from continuing operations
consists of:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -----
<S> <C> <C> <C>
Year ended December 31, 1994:
Federal............................................... $ -- $ -- $ --
State and local....................................... 624 -- 624
------- -------- -----
$ 624 $ -- $ 624
------- -------- -----
------- -------- -----
Year ended December 31, 1995:
Federal............................................... -- -- --
State and local....................................... 615 -- 615
------- -------- -----
$ 615 $ -- $ 615
------- -------- -----
------- -------- -----
</TABLE>

Income tax expense differs from the amount computed by multiplying the
statutory rate of 34% to income (loss) before income taxes due to the following:

<TABLE>
<CAPTION>
1994 1995
-------- --------
<S> <C> <C>
Income tax (benefit) expense at statutory rate............... $(30,854) $ 11,442
Increase (reduction) in income taxes resulting from:
State taxes, net of Federal tax deduction.................. (4,244) 1,827
Nondeductible expenses..................................... 218 1,507
Increase (decrease) in valuation allowance................. 35,873 (15,447)
Other...................................................... (369) 1,286
-------- --------
$ 624 $ 615
-------- --------
-------- --------
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
1994 and 1995 are presented below:

<TABLE>

<CAPTION>
1994 1995
--------- ---------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards........................ $ 133,512 $ 125,780
Accounts receivable principally due to allowance for
doubtful accounts.................................... 10,356 7,729
Property and equipment, due to differences in
depreciation for book and tax purposes............... 4,509 (579)
Other................................................... 1,350 1,350
--------- ---------
149,727 134,280
--------- ---------
</TABLE>

F-20
<PAGE>
PR DATA SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

INFORMATION AS OF JUNE 30, 1996 AND INFORMATION RELATING TO THE
SIX MONTHS ENDED JUNE 30, 1996 AND 1995 IS UNAUDITED.

(6) INCOME TAXES--(CONTINUED)
<TABLE>
<CAPTION>
1994 1995
--------- ---------
Less valuation allowance................................ (149,727) (134,280)
<S> <C> <C>
--------- ---------
Deferred tax assets, net of valuation allowance...... $ -- $ --
--------- ---------
--------- ---------
</TABLE>

At December 31, 1995, PR Data has net operating loss carryforwards for
Federal income tax purposes of $243,482 which are available to offset future
Federal taxable income, if any, through 2009.

The net change in the total valuation allowance for the years ended
December 31, 1994 and 1995 was an increase of $35,873 and a decrease of $15,447,
respectively. In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities and projected
future taxable income in making this assessment. In order to fully realize the
deferred tax assets, PR Data will need to generate future taxable income of
approximately $324,000 prior to the expiration of the net operating loss
carryforwards in 2009. Based upon the level of historical taxable income (loss)
and projection for future taxable income over the periods in which the deferred

tax assets are deductible, management could not conclude that it is more likely
than not that PR Data will be able to realize the benefits of these deductible
differences and, accordingly, has provided a valuation allowance equal to the
excess of deferred tax assets over deferred tax liabilities.

(7) BUSINESS CONCENTRATION

During 1994 and 1995, PR Data generated revenue of $481,400 and $479,000,
respectively, from services provided to two customers. The total accounts
receivable balance at December 31, 1994 and 1995 relating to these customers was
$34,302 and $64,528, respectively.

(8) SUBSEQUENT EVENT

On July 18, 1996, PR Data completed an asset purchase agreement (the
'Agreement') with Medialink Worldwide Incorporated, formerly known as Video
Broadcasting Corporation ('Medialink'), a Delaware corporation, and Medialink PR
Data Corporation (the 'Purchaser'), a Delaware corporation which is a wholly
owned subsidiary of Medialink.

Under the terms of the Agreement, the Purchaser acquired all of PR Data's
tangible and intangible assets for cash of $120,000 and through the issuance of
24,000 shares of Common Stock valued at $155,000. The purchaser also assumed all
of the obligations and liabilities of PR Data as at the closing date with the
exception that such obligations and liabilities assumed could not exceed the
book value of assets acquired by more than $372,000.

The Purchaser also entered into noncompete agreements with PR Data's
principal officers and stockholders. These agreements are for periods of five
years and provide for quarterly payments aggregating $410,000 during this
period.

F-21

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following Unaudited Pro Forma Condensed Combined Statements of
Operations for the nine months ended September 30, 1996 and the year ended
December 31, 1995 illustrates the effect of the PR Data Acquisition. The
Unaudited Pro Forma Condensed Combined Statements of Operations assumes that the
PR Data Acquisition occurred at the beginning of the periods presented.

Pursuant to the terms of the PR Data Acquisition, the Company issued 24,000
shares of Common Stock, made a cash payment of $120,000 and assumed certain
liabilities not to exceed the book value of assets acquired by more than
$372,000. In addition, the Company will make quarterly payments in the aggregate
amount of $410,000 payable over the next five years under the terms of
non-compete agreements with certain officers and stockholders of PR Data. The
transaction was accounted for as a purchase. The Unaudited Pro Forma Condensed
Combined Financial Statements also reflect the pay down of PR Data's existing
Small Business Administration loan in the amount of approximately $89,000 and
the conversion of long-term debt and certain other obligations of PR Data to its

stockholders into a new note in the amount of $330,000 which occurred
immediately following the consummation of the PR Data Acquisition.

The pro forma adjustments are based upon currently available information
and upon certain assumptions that management believes are reasonable. The PR
Data Acquisition has been recorded based upon the estimated fair market value of
the net tangible and intangible assets acquired at the date of the acquisition.
The adjustments included in the Unaudited Pro Forma Condensed Combined Financial
Statements represent management's preliminary determination of these adjustments
based upon available information. There can be no assurance that the actual
adjustments will not differ significantly from the pro forma adjustments
reflected in the pro forma financial information.

The Unaudited Pro Forma Condensed Combined Financial Statements are not
necessarily indicative of either future results of operations or results that
might have been achieved if the foregoing transaction had been consummated as of
the indicated dates. The Unaudited Pro Forma Condensed Combined Financial
Statements should be read in conjunction with the historical financial
statements of Medialink and PR Data included elsewhere herein, together with the
related notes thereto.

F-22

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
MEDIALINK PR DATA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------- ----------- -----------

<S> <C> <C> <C> <C>
Revenues............................................ $11,158,239 $928,154 $ (2,133)(1) $12,014,388
(69,872)(2)
Direct costs........................................ 4,604,668 161,875 (69,872)(2) 4,696,671
----------- ---------- ----------- -----------
Gross profit...................................... 6,553,571 766,279 (2,133) 7,317,717
General and administrative expenses................. 5,548,433 724,361 24,447 (3) 6,306,696
27,083 (4)
(17,628)(5)
----------- ---------- ----------- -----------
Operating income.................................. 1,005,138 41,918 (36,035) 1,011,021
Other income (expense)
Interest expense.................................. (14,674) (32,761) (3,480)(6) (45,910)
5,005 (7)
Interest and other income......................... 19,144 0 19,144
----------- ---------- ----------- -----------
Income before income taxes........................ 1,009,608 9,157 (34,510) 984,255
Income tax expense.................................. 430,738 916 (14,632)(8) 417,022
----------- ---------- ----------- -----------
Net income.......................................... $ 578,870 $ 8,241 $ (19,878) $ 567,233

----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
Net income per common and common equivalent share... $ 0.16(9)
-----------
-----------
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

F-23

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
--------------------------------------------------------
MEDIALINK PR DATA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues.............................................. $10,624,680 $1,691,603 $ (8,229)(1) $12,237,144
(70,910)(2)
Direct costs.......................................... 4,553,349 263,133 (70,910)(2) 4,745,572
----------- ---------- ----------- -----------
Gross profit........................................ 6,071,331 1,428,470 (8,229) 7,491,572
General and administrative expenses................... 5,373,307 1,354,019 39,143 (3) 6,786,155
50,000 (4)
(30,314)(5)
----------- ---------- ----------- -----------
Operating income.................................... 698,024 74,451 (67,058) 705,417
Other income (expense)
Inerest expense..................................... -- (40,799) 4,972 (6) (26,587)
9,240 (7)
Interest and other income........................... 15,273 -- 15,273
----------- ---------- ----------- -----------
Income before income taxes.......................... 713,297 33,652 (52,846) 694,103
Income tax expense.................................... 332,062 615 (12,696)(8) 319,981
----------- ---------- ----------- -----------
Net income............................................ $ 381,235 $ 33,037 $ (40,150) $ 374,122
----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
Pro forma net income per common and common equivalent
share............................................... $ 0.11(9)
-----------
-----------
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

F-24

<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1) Reflects the elimination of management fee income of PR Data from a related
party that will no longer be earned after the PR Data Acquisition.

(2) Reflects the elimination of fees for services paid to PR Data by Medialink.

(3) Reflects the amortization expenses of the excess of cost over the fair value
of the net tangible liabilities acquired in the PR Data Acquisition by use
of the straight-line method over 15 years.

(4) Reflects the amortization of the value assigned to various non-compete
agreements with certain officers and stockholders of PR Data.

(5) Reflects the adjustment to the salaries of the former officers and
stockholders of PR Data under the terms of their new employment agreements
with Medialink effective after the PR Data Acquisition.

(6) Reflects the effect of interest due on the note due to a stockholder of PR
Data in the principal amount of $330,000.

(7) Reflects the reduction in interest expense as a result of the payoff of the
Small Business Administration loan at the closing of the PR Data
Acquisition.

(8) Reflects the tax effect of the pro forma adjustments at Medialink's
effective tax rate.

(9) See Note 9 to the Company's Financial Statements for an explanation of the
method used to determine the pro forma net income per common and common
equivalent share.

F-25

<PAGE>

CASE STUDIES OF EFFECTIVE BROADCAST PR VIA MEDIALINK

GENERAL MILLS

General Mills wished to celebrate the 75th anniversary of the Betty Crocker
brand by unveiling the latest modernization "makeover" of the Betty Crocker
image. This was a significant corporate event, and management sought to
generate a maximum amount of news coverage. Medialink broadcast the ceremony at
which the new likeness was presented; conducted a Satellite Media Tour that
reached TV stations around the nation; and produced a VNR to extend the story's
reach. Medialink's monitoring indicated a cumulative audience of 42 million.

Illustration shows likeness of Betty Crocker.

PEPSI

Illustration shows assembly line on which soft drink cans are being filled.

Pepsi was the target of rumors regarding product tampering in its soft drink
cans. Pepsi decided to counter these allegations by showing the public the
conditions under which the beverage was manufactured and packaged. VNRs were
produced to accomplish that, and were distributed by Medialink to TV stations
nationwide. Medialink's monitoring concluded that the releases achieved a
cumulative audience of 488 million over a one-week period.

SPEEDO

Illustration shows newscaster with three women in swimsuits.

This major swimwear manufacturer sought to introduce products made from a new
proprietary fabric, Aquablade(R), that, according to scientific tests reported
by Speedo, could increase a swimmer's speed by as much as 8%. This line was set
for release in Europe, Australia and Latin America. The challenge was to prepare
and distribute "master" material that could be readily adapted by TV stations
in numerous countries taking into account local languages and customs. This was
accomplished by coordinating the efforts of Medialink's international network of
affiliates. The story was seen by approximately 171 million viewers within the
targeted markets.

MEDIALINK LOGO
WORLDWIDE COMMUNICATIONS SOLUTIONS

<PAGE>

[LOGO]

2,000,000 SHARES
COMMON STOCK

PROSPECTUS

DEAN WITTER REYNOLDS INC.
WHEAT FIRST BUTCHER SINGER

, 1997

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the Common Stock being registered. All items are estimated
except the SEC registration and NASD and NASDAQ filing fees.

<TABLE>
<S> <C>
SEC registration fee.......................................... $ 7,667
NASD filing fee............................................... 3,030
NASDAQ fee.................................................... 30,120
Blue Sky fees and expenses.................................... 10,000
Printing and engraving expenses............................... 200,000
Legal fees and expenses....................................... 325,000
Accounting fees and expenses.................................. 195,000
Transfer agent fees........................................... 2,000
Miscellaneous................................................. 77,183
--------
Total.................................................... $850,000
--------
--------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the 'DGCL') provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
'derivative action'), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.

Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation provides that each person who was or is made a party to (or is
threatened to be made a party to) or is otherwise involved in any civil or
criminal action, suit or proceeding by reason of the fact that such person is or
was a director or officer of the Company shall be indemnified and held harmless
by the Company to the fullest extent authorized by Section 145 of the DGCL
against all expense, liability and loss (including without limitation attorneys'
fees) incurred by such person in connection therewith.

Article Ninth of the Company's Amended and Restated Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, the
Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from a breach of their fiduciary
duty as directors. However, nothing contained in such Article Ninth shall
eliminate or limit the liability of directors (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.

Article XI of the Registrant's Amended and Restated By-Laws provides that
each person who was or is made a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as

II-1
<PAGE>
a director, officer, employee or agent, shall be indemnified and held harmless
by the Registrant to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith. Such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the indemnitee's heirs, executors and
administrators.

The Company has entered into indemnification agreements with each of its
current directors and officers, which provide for indemnification of, and
advancement of expenses to, such persons to the greatest extent permitted by
Delaware law, including by reason of action or inaction occurring in the past,
and circumstances in which indemnification and advancement of expenses to such
persons are permitted or are discretionary to the greatest extent under Delaware
law.

Subsequent to the consummation of this offering, the Company intends to
maintain directors and officers liability insurance covering all directors and
officers of the Company against claims arising out of the performance of their

duties.

Reference is made to the Underwriting Agreement (Exhibit 1.1) which
provides for indemnification of the Company, its directors, officers and
controlling persons.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following information is furnished with regard to all securities sold
by the Company within the past three years which were not registered under the
Securities Act. Amounts have been restated to reflect a 1.2 for 1 stock split of
the Common Stock effected in the form of a stock dividend on July 31, 1996.
These transactions were private transactions not involving a public offering and
were exempt from the registration provisions of the Securities Act pursuant to
Section 4(2) or Rule 701 thereof. Options granted to employees were granted
pursuant to the Company's stock option plans. Options granted to non-employee
directors were granted pursuant to the Directors Stock Option Plan.

On July 18, 1996, the Company granted to William Wubbenhorst, Jack
Schoonover and Nancy Schoonover stock options to purchase an aggregate of 24,000
shares of Common Stock at an exercise price of $6.46 per share, pursuant to
stock option agreements executed in connection with the PR Data Acquisition.

On July 18, 1996, the Company issued to William Wubbenhorst, Jack
Schoonover and Nancy Schoonover an aggregate of 24,000 shares of Common Stock,
valued at an aggregate of $155,000, pursuant to the Asset Purchase Agreement
executed in connection with the PR Data Acquisition.

In March 1996, the Company issued 2,521 shares of Common Stock to David
Davis, pursuant to a consulting agreement between the Company and The Davis
Partnership, a partnership which is beneficially owned by Mr. Davis.

On February 15, 1996, the Company granted to non-employee directors of the
Company stock options to purchase 62,400 shares of Common Stock at an exercise
price of $3.54 per share.

On July 1, 1995 and February 1, 1996, the Company granted to Laurence
Moskowitz stock options to purchase 9,600 and 92,400 shares of Common Stock,
respectively, at exercise prices of $2.29 and $3.54 per share, respectively.

On July 1, 1995 and February 1, 1996, the Company granted to J. Graeme
McWhirter stock options to purchase 8,400 and 76,394 shares of Common Stock,
respectively, at exercise prices of $2.29 and $3.54 per share, respectively.

On July 1, 1995 and February 1, 1996, the Company granted to Mark Manoff
stock options to purchase 7,200 and 39,700 shares of Common Stock, respectively,
at exercise prices of $2.29 and $3.54 per share, respectively.

On July 1, 1995 and February 1, 1996, the Company granted to Nicholas F.
Peters stock options to purchase 7,200 and 39,400 shares of Common Stock,
respectively, at exercise prices of $2.29 and $3.54 per share, respectively.

On July 1, 1995 and February 1, 1996, the Company granted to Mary Buhay
stock options to purchase 3,600 and 6,800 shares of Common Stock, respectively,

at exercise prices of $2.29 and $3.54 per share, respectively.

II-2
<PAGE>
On February 1, 1996, the Company granted to employees stock options to
purchase 132,800 shares of Common Stock at an exercise price of $3.54 per share.

On July 1, 1995, the Company granted to employees stock options to purchase
39,000 shares of Common Stock at an exercise price of $2.29.

On March 1, 1994, the Company granted to David Davis stock options to
purchase 14,400 shares of Common Stock at an exercise price of $1.25 per share.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
*1.1 -- Form of Underwriting Agreement.
*3.1 -- Form of Amended and Restated Certificate of Incorporation of Medialink Worldwide Incorporated (the
'Company').
*3.2 -- Amended and Restated By-Laws of the Company.
4.1 -- Specimen Stock Certificate.
*4.2 -- Registration and Preemptive Rights Agreement, dated October 31, 1989, by and among Video
Broadcasting Corporation, New York State Business Venture Partnership, American Research &
Development II, L.P., and the parties listed therein.
4.3 -- Amendment No. 1 to Registration and Preemptive Rights Agreement.
5.1 -- Legal Opinion of Tashlik, Kreutzer & Goldwyn P.C.
*10.1 -- Asset Purchase Agreement, dated July 18, 1996, between Medialink PR Data Corporation, Video
Broadcasting Corporation, PR Data Systems, Inc., Jack Schoonover, William Wubbenhorst and Nancy
Schoonover.
*10.2 -- Employment Agreement, dated as of November 18, 1996, by and between Medialink Worldwide
Incorporated and Laurence Moskowitz.
*10.3 -- Employment Agreement, dated as of November 18, 1996, by and between Medialink Worldwide
Incorporated and J. Graeme McWhirter.
10.4 -- Employment Agreement, dated as of November 18, 1996, by and between Medialink Worldwide
Incorporated and David Davis.
*10.5 -- Employment Agreement, dated as of November 18, 1996, by and between Medialink Worldwide
Incorporated and Nicholas F. Peters.
10.6 -- Employment Agreement, dated as of November 18, 1996, by and between Medialink Worldwide
Incorporated and Mark Manoff.
*10.7 -- Employment Agreement, dated as of November 18, 1996, by and between Medialink Worldwide
Incorporated and Mary Buhay.
*10.8 -- Non-Negotiable Subordinated Promissory Note, dated July 18, 1996, between Medialink PR Data
Corporation and William Wubbenhorst.
*10.9 -- Lease, dated July 18, 1996, between Oakwood Avenue Partners and Medialink PR Data Corporation.
*10.10 -- Lease, dated September 21, 1994, between Clemons Properties Partner and Video Broadcasting
Corporation.

*10.11 -- Lease Modification Agreement, dated December 1995, between Clemons Properties Partners and Video
Broadcasting Corporation.
*10.12 -- Second Lease Modification Agreement, dated March 4, 1996, between Clemons Properties Partners and
Video Broadcasting Corporation.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
*10.13 -- Third Lease Modification Agreement, dated May, 1996, between Clemons Properties Partners and Video
Broadcasting Corporation.
*10.14 -- Sublease, dated April 1, 1996, between Video Broadcasting Corporation and Media on Demand, Inc.
*10.15 -- Lease, dated October 1, 1990, between 1401 New York Avenue, Inc. and Video Broadcasting
Corporation.
*10.16 -- First Amendment of Lease, dated March 25, 1996, between 1401 New York Avenue, Inc. and Video
Broadcasting Corporation.
*10.17 -- Lease, dated January 3, 1994, between Continental Bank, N.A., as Trustee for the Allstate
Retirement Plan and Continental Bank, N.A., as Trustee for the Agents Pension Plan and Video
Broadcasting Corporation.
*10.18 -- Office Lease, dated June 7, 1989, between Teachers' Retirement System of the State of Illinois and
Video Broadcasting Corporation.
*10.19 -- First Amendment to Lease, dated June 1, 1994 between Teachers' Retirement System of the State of
Illinois and Video Broadcasting Corporation.
*10.20 -- Office Lease, dated May 5, 1994, between Copperfield Investment & Development Company and Video
Broadcasting Corporation.
*10.21 -- First Amendment to Lease, dated September 15, 1994, between Copperfield Investment & Development
Company and Video Broadcasting Corporation.
*10.22 -- Lease Agreement, dated November 14, 1994, between City & Corporate Counsel Limited and Video
Broadcasting Corporation Inc.
*10.23 -- Underlease, dated February 9, 1995, between City & Corporate Counsel Limited and Video
Broadcasting Corporation Inc.
*10.24 -- Agreement, dated March 6, 1996, between Medialink, Inc. and ABC Radio Networks, Inc.
*10.25 -- Agreement, dated February 9, 1993, between Video Broadcasting Corporation and
NewsWorthy(Registered).
*10.26 -- Renewal of Agreement, dated February 21, 1995, between Video Broadcasting Corporation and
NewsWorthy(Registered).
10.27 -- Amended and Restated AP Express Agreement, dated November 1, 1992, between Press Association, Inc.
and Video Broadcasting Corporation. Portions of Exhibit 10.27 have been omitted and filed
separately with the Commission.
10.28 -- Addendum, dated February 21, 1996, to the AP Express Agreement, between Press Association, Inc.
and Video Broadcasting Corporation. Portions of Exhibit 10.28 have been omitted and filed
separately with the Commission.
*10.29 -- Amendment, dated November 18, 1996, to the Amended and Restated AP Express Agreement.
*10.30 -- Satellite Services Agreement, dated January 1, 1996, between Global Access Telecommunication
Services, Inc. and Medialink.
*10.31 -- Nielsen Sigma Service Agreement, dated September 14, 1994, between Video Broadcasting Corp. and
A.C. Nielsen Company.

*10.32 -- Loan Modification Agreement, dated February 28, 1996, between Video Broadcasting Corporation and
Silicon Valley Bank.
*10.33 -- Video Broadcasting Corporation 401(k) Tax Deferred Savings Plan.
*10.34 -- Amended and Restated Stock Option Plan and form of Stock Option Agreement.
*10.35 -- Video Broadcasting Corporation 1996 Directors Stock Option Plan and form of 1996 Directors Stock
Option Agreement.
*10.36 -- Form of Indemnification Agreement.
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
*10.37 -- Consulting Agreement by and between Video Broadcasting Corporation and Davis Partnership dated
March 1, 1994.
*10.38 -- Tower Place Office Lease by and between Tower Place, L.P. and Medialink Worldwide Incorporated.
10.39 -- Second Amendment to Lease, made as of the 19th day of November, 1996 by and between Teachers'
Retirement System of the State of Illinois and Medialink Worldwide Incorporated.
*21.1 -- List of Subsidiaries of the Company.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Tashlik, Kreutzer & Goldwyn P.C. (contained in the opinion to be filed as Exhibit 5.1
hereto).
*24.1 -- Power of Attorney.
</TABLE>

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

* Previously filed.

(b) Financial Statement Schedules

Not applicable

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 14, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act

and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-5

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Pre-Effective Amendment No. 3 to Form S-1 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 7th day of
January, 1997.

MEDIALINK WORLDWIDE INCORPORATED

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

Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 3 to Form S-1 Registration Statement has been signed
by the following persons in the capacities indicated below on the 7th day of
January, 1997.

<TABLE>

<S> <C>
/s/ LAURENCE MOSKOWITZ Chairman of the Board, President and Chief Executive Officer
- ---------------------------------------- (Principal Executive Officer)
Laurence Moskowitz

* Executive Vice President, Chief Financial Officer and Assistant
- ---------------------------------------- Secretary (Principal Financial and Accounting Officer)
J. Graeme McWhirter

* Senior Vice President/International, Director
- ----------------------------------------
David Davis

* Director
- ----------------------------------------
Harold Finelt

* Director
- ----------------------------------------
Donald Kimelman

* Director
- ----------------------------------------
James J. O'Neill

* Director
- ----------------------------------------
Gerald P. Rodeen

* Director
- ----------------------------------------
Theodore Wm. Tashlik

*By: /S/ LAURENCE MOSKOWITZ
- ----------------------------------------
Laurence Moskowitz
Attorney-in-Fact
by Power of Attorney
dated October 15, 1996
</TABLE>

II-6

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ---------------------------------------------------------------------------------------------
<S> <C> <C>
*1.1 -- Form of Underwriting Agreement.
*3.1 -- Form of Amended and Restated Certificate of Incorporation of Medialink Worldwide
Incorporated (the 'Company').
*3.2 -- Amended and Restated By-Laws of the Company.
4.1 -- Specimen Stock Certificate.
*4.2 -- Registration and Preemptive Rights Agreement, dated October 31, 1989, by and among
Video Broadcasting Corporation, New York State Business Venture Partnership, American
Research & Development II, L.P, and the parties listed therein.
4.3 -- Amendment No. 1 to Registration and Preemptive Rights Agreement.
5.1 -- Legal Opinion of Tashlik, Kreutzer & Goldwyn P.C.
*10.1 -- Asset Purchase Agreement, dated July 18, 1996, between Medialink PR Data Corporation,
Video Broadcasting Corporation, PR Data Systems, Inc., Jack Schoonover, William
Wubbenhorst and Nancy Schoonover.
*10.2 -- Employment Agreement, dated as of November 18, 1996 by and between Medialink Worldwide
Incorporated and Laurence Moskowitz.
*10.3 -- Employment Agreement, dated as of November 18, 1996 by and between Medialink Worldwide
Incorporated and J. Graeme McWhirter.

10.4 -- Employment Agreement, dated as of November 18, 1996 by and between Medialink Worldwide
Incorporated and David Davis.
*10.5 -- Employment Agreement, dated as of November 18, 1996 by and between Medialink Worldwide
Incorporated and Nicholas F. Peters.
10.6 -- Employment Agreement, dated as of November 18, 1996 by and between Medialink Worldwide
Incorporated and Mark Manoff.
*10.7 -- Employment Agreement, dated as of November 18, 1996 by and between Medialink Worldwide
Incorporated and Mary Buhay.
*10.8 -- Non-Negotiable Subordinated Promissory Note, dated July 18, 1996, between Medialink PR
Data Corporation and William Wubbenhorst.
*10.9 -- Lease, dated July 18, 1996, between Oakwood Avenue Partners and Medialink PR Data
Corporation.
*10.10 -- Lease, dated September 21, 1994, between Clemons Properties Partner and Video
Broadcasting Corporation.
*10.11 -- Lease Modification Agreement, dated December 1995, between Clemons Properties Partners
and Video Broadcasting Corporation.
*10.12 -- Second Lease Modification Agreement, dated March 4, 1996, between Clemons Properties
Partners and Video Broadcasting Corporation.
*10.13 -- Third Lease Modification Agreement, dated May, 1996, between Clemons Properties
Partners and Video Broadcasting Corporation.
*10.14 -- Sublease, dated April 1, 1996, between Video Broadcasting Corporation and Media on
Demand, Inc.
*10.15 -- Lease, dated October 1, 1990, between 1401 New York Avenue, Inc. and Video Broadcasting
Corporation.
*10.16 -- First Amendment of Lease, dated March 25, 1996, between 1401 New York Avenue, Inc. and
Video Broadcasting Corporation.
*10.17 -- Lease, dated January 3, 1994, between Continental Bank, N.A., as Trustee for the
Allstate Retirement Plan and Continental Bank, N.A., as Trustee for the Agents Pension
Plan and Video Broadcasting Corporation.
*10.18 -- Office Lease, dated June 7, 1989, between Teachers' Retirement System of the State of
Illinois and Video Broadcasting Corporation.
*10.19 -- First Amendment to Lease, dated June 1, 1994 between Teachers' Retirement System of the
State of Illinois and Video Broadcasting Corporation.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ---------------------------------------------------------------------------------------------
<S> <C> <C>
*10.20 -- Office Lease, dated May 5, 1994, between Copperfield Investment & Development Company
and Video Broadcasting Corporation.
*10.21 -- First Amendment to Lease, dated September 15, 1994, between Copperfield Investment &
Development Company and Video Broadcasting Corporation.
*10.22 -- Lease Agreement, dated November 14, 1994, between City & Corporate Counsel Limited and
Video Broadcasting Corporation Inc.
*10.23 -- Underlease, dated February 9, 1995, between City & Corporate Counsel Limited and Video
Broadcasting Corporation Inc.
*10.24 -- Agreement, dated March 6, 1996, between Medialink, Inc. and ABC Radio Networks, Inc.
*10.25 -- Agreement, dated February 9, 1993, between Video Broadcasting Corporation and

NewsWorthy(Registered).
*10.26 -- Renewal of Agreement, dated February 21, 1995, between Video Broadcasting Corporation
and NewsWorthy(Registered).
10.27 -- Amended and Restated AP Express Agreement, dated November 1, 1992, between Press
Association, Inc. and Video Broadcasting Corporation. Portions of Exhibit 10.27 have
been omitted and filed separately with the Commission.
10.28 -- Addendum, dated February 21, 1996, to the AP Express Agreement, between Press
Association, Inc. and Video Broadcasting Corporation. Portions of Exhibit 10.28 have
been omitted and filed separately with the Commission.
*10.29 -- Amendment, dated November 18, 1996, to the Amended and Restated AP Express Agreement.
*10.30 -- Satellite Services Agreement, dated January 1, 1996, between Global Access
Telecommunication Services, Inc. and Medialink.
*10.31 -- Nielsen Sigma Service Agreement, dated September 14, 1994, between Video Broadcasting
Corp. and A.C. Nielsen Company.
*10.32 -- Loan Modification Agreement, dated February 28, 1996, between Video Broadcasting
Corporation and Silicon Valley Bank.
*10.33 -- Video Broadcasting Corporation 401(k) Tax Deferred Savings Plan.
*10.34 -- Amended and Restated Stock Option Plan and form of Stock Option Agreement.
*10.35 -- Video Broadcasting Corporation 1996 Directors Stock Option Plan and form of 1996
Directors Stock Option Agreement.
*10.36 -- Form of Indemnification Agreement.
*10.37 -- Consulting Agreement by and between Video Broadcasting Corporation and Davis
Partnership dated March 1, 1994.
*10.38 -- Tower Place Office Lease by and between Tower Place, L.P. and Medialink Worldwide
Incorporated.
10.39 -- Second Amendment to Lease, made as of the 19th day of November, 1996, by and between
Teachers' Retirement System of the State of Illinois and Medialink Worldwide
Incorporated.
*21.1 -- List of Subsidiaries of the Company.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Tashlik, Kreutzer & Goldwyn P.C. (contained in the opinion to be filed as
Exhibit 5.1 hereto).
*24.1 -- Power of Attorney.
</TABLE>

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

* Previously filed

<PAGE>

[CERTIFICATE OF STOCK]

COMMON STOCK COMMON STOCK
[NUMBER] [SHARES]
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE

MEDIALINK
WORLDWIDE INCORPORATED

THIS CERTIFIES THAT CUSIP 58445P 10 5

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF $.01 EACH OF THE
COMMON STOCK OF

- ---------------------- MEDIALINK WORLDWIDE INCORPORATED -----------------------

transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are
issued and shall be held subject to all of the provisions of the Certificate of
Incorporation of the Corporation and the amendments thereto (copies of which
are on file with the Transfer Agent), to all of which the holder by acceptance
hereof assents and agrees to be bound.

WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated:

/s/ J Graeme McWhirter
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND ASSISTANT SECRETARY

[MEDIALINK WORLDWIDE INCORPORATED SEAL]

/s/ Laurence Moskowitz
PRESIDENT, CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT
AND REGISTRAR,
BY

AUTHORIZED OFFICER

<PAGE>

The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common

TEN ENT -- as tenants by the entireties

JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common

UNIF GIFT MIN ACT -- ___________________ Custodian ___________________
(Cust) (Minor)

under Uniform Gifts to Minors

Act _____________________________________________
(State)

Additional abbreviations may also be used though not in the above list.

For Value Received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

[ ]

_____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_____________________________________________________________________________

_____________________________________________________________________________

______________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________________________

____________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated ________________________

_____________________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,

WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

<PAGE>
AMENDMENT NO. 1
TO
REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT

Amendment No. 1, dated as of October 3, 1996, to Registration and
Preemptive Rights Agreement (the "Agreement"), dated October 31, 1989, by and
among Video Broadcasting Corporation (the "Company"), New York State Business
Venture Partnership, American Research & Development II, L.P. and the various
parties who executed the signature page of the Agreement.

WHEREAS, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto have agreed to amend
certain terms and provisions of the Agreement.

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

Section 1. Capitalized terms utilized herein and not defined herein shall
have the respective meanings ascribed to them in the Agreement.

Section 2. Section 1(i) of the Agreement is hereby amended by deleting the
phrase "120 days" from the last line on page 29 of the Agreement and inserting
in lieu thereof the following:

"180 days, or such longer period as the underwriter of the public
offering and the Company may agree, but in no event more than 270 days"

<PAGE>
Section 3. Section 2(a)(v) of the Agreement is hereby amended by deleting
it in its entirety and inserting in lieu thereof the following:

"(v) as consideration, regardless of whether the issuance, sale or
exchange of the Company's Equity Securities is partial or sole
consideration, for the acquisition (whether by merger, consolidation or
otherwise) by the Company of all or substantially all of the capital stock
or assets of any other person;"

Section 4. In all other respects the Agreement remains unchanged and in
full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date set forth above.

MEDIALINK WORLDWIDE
INCORPORATED

By: /s/ J. Graeme McWhirter
-----------------------------------

NEW YORK STATE BUSINESS
VENTURE PARTNERSHIP

By: Rothschild Inc., under P/O/A
-----------------------------------
dated July 16, 1996

By: /s/ John D. Miller
-----------------------------------
John D. Miller, Managing Partner

AMERICAN RESEARCH &
DEVELOPMENT II, L.P.

By: ARD Master, L.P.
By: ARD Partners USA, L.P.

By: /s/ Harold Finelt
-----------------------------------
Harold Finelt, General Partner

<PAGE>

CHARLOTTE KIMELMAN
CHARITABLE REMAINDER TRUST

By: /s/ Charlotte Kimelman
-----------------------------------
Charlotte Kimelman

CHARLOTTE REALTY CORPORATION

By: /s/ Henry L. Kimelman
-----------------------------------
Henry L. Kimelman

HENRY L. KIMELMAN CHARITABLE
REMAINDER TRUST

By: /s/ Henry L. Kimelman
-----------------------------------
Henry L. Kimelman

HENRY L. KIMELMAN FAMILY FOUNDATION

By: /s/ Henry L. Kimelman
-----------------------------------
Henry L. Kimelman

HENRY L. KIMELMAN TRUST

By: /s/ Henry L. Kimelman
-----------------------------------
Henry L. Kimelman

/s/ Jeffrey B. Stone
---------------------------------------
Jeffrey B. Stone

/s/ Michael Jay Katz
---------------------------------------
Michael Jay Katz

/s/ Steven Schaefer
---------------------------------------
Steven Schaefer

/s/ Karol Schaefer
---------------------------------------
Karol Schaefer

/s/ Marian D. Addabbo
---------------------------------------
Marian D. Addabbo

/s/ J. Graeme McWhirter
---------------------------------------
J. Graeme McWhirter

<PAGE>
/s/ Laurence Moskowitz
---------------------------------------
Laurence Moskowitz

/s/ Theodore Wm. Tashlik
---------------------------------------
Theodore Wm. Tashlik

/s/ Gerald P. Rodeen
---------------------------------------
Gerald P. Rodeen

/s/ Claire Moskowitz
---------------------------------------
Claire Moskowitz

/s/ Paul Nemiroff
---------------------------------------
Paul Nemiroff

/s/ Sanford Jablon
---------------------------------------
Sanford Jablon

/s/ Lucille Jablon
---------------------------------------
Lucille Jablon

<PAGE>
TASHLIK, KREUTZER & GOLDWYN P.C.
833 Northern Boulevard - Suite 160
Great Neck, NY 11021

January 7, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Medialink Worldwide Incorporated

Gentlemen:

As counsel for Medialink Worldwide Incorporated, a Delaware corporation
(the "Corporation"), we are familiar with the Amended and Restated Certificate
of Incorporation and the Amended and Restated By-Laws of the Corporation and the
corporate proceedings taken by the Corporation in connection with the
preparation and filing of a Registration Statement on Form S-1 (the
"Registration Statement) covering the Offering. The 2,300,000 shares of Common
Stock include 300,000 shares of Common Stock issuable upon the exercise by Dean
Witter Reynolds Inc. and Wheat First Butcher Singer of the over-allotment
option.

Based upon the foregoing, we are of the opinion that:

1. The Corporation is a duly organized and validly existing corporation
under the laws of the State of Delaware; and

2. Upon the filing of the Corporation's Amended and Restated Certificate of
Incorporation, the 2,300,000 shares of Common Stock will be duly authorized, and
when issued and sold as described in the Registration Statement will be legally
issued, fully paid and non-assessable.

We hereby consent to the use of our name under the caption "Legal Matters"
in the prospectus forming part of the Registration Statement and to the filing
of this opinion as Exhibit 5.1 thereto.

Very truly yours,

/s/ Tashlik, Kreutzer & Goldwyn P.C.

TK&G:pc

<PAGE>

EMPLOYMENT AGREEMENT (the "Agreement"), dated as of November 18, 1996, by
and between MEDIALINK WORLDWIDE INCORPORATED, a Delaware corporation with
offices at 708 Third Avenue, New York, New York 10017 (the "Corporation"), and
DAVID DAVIS, an individual residing at 67 Albion Gate Albion St, London W22LA
(the "Employee").

W I T N E S S E T H:

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

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 employs the Employee and the
Employee accepts such employment, as an executive of the Corporation, subject to
the terms and conditions set forth in this Agreement.

Section 2. Duties. The Employee shall be employed as Senior Vice President
- - International. 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
commence on November 29, 1996 and shall continue until November 29, 1998 or
until terminated pursuant to Section 5 hereof.

<PAGE>
Section 4. Compensation of Employee.

4.1. Compensation. The Corporation shall pay to the Employee as annual
compensation for his services hereunder a salary ("Salary") in an amount equal
to Eighty-Eight Thousand (88,000 pounds) Pounds Sterling. The Salary shall be
payable monthly less such deductions as shall be required to be withheld by
applicable law and regulations. The Employee's Salary shall be reviewed annually
during the term and in no event shall be decreased during the term.

4.2. Bonus. The Employee shall be entitled to receive a bonus (the
"Bonus") in accordance with the provisions of this Section 4.2 and the annual
goals set by the Compensation Committee. The goals set by the Compensation
Committee shall be consistent with the goals set by the Compensation Committee
in prior years. Such goals shall be based on turnover and income/loss of the
Corporation's European operation. The amount of the Bonus shall be equal to the
sum of (i) five (5%) percent of the excess over the agreed revenue target and
(ii) five (5%) percent of the improvement over the agreed net income/loss
target; provided, however, once the Corporation's European operation has
achieved profitability, the total Bonus for each year shall not exceed five (5%)
percent of the Pre-Tax Net Profits, as defined herein. Subject to the provisions
of the following sentence, the Bonus shall be paid in cash. Notwithstanding the
provisions of the preceding two sentences, the Employee shall not be entitled to
receive the bonus in the event either (i) of the termination of this Agreement
For Cause (as hereinafter defined), or (ii) the Employee wrongfully fails to
provide the services contemplated hereby, in either case at any time prior to
the payment of the bonus. The Employee shall be entitled to receive the bonus in
accordance with the terms and provisions of this Agreement in the event of
either (i) the death or Disability (as hereinafter defined) of the Employee, or
(ii) the Corporation's

2
<PAGE>
termination of this Agreement which is not a termination For Cause. The term
"Pre-Tax Net Profits" as used in this Agreement shall mean the net profits of
the Corporation relating only to its European operation for a fiscal year prior
to (i) the payment or provision for any Federal, state or local income or other
taxes; and (ii) the amount of the Bonus of the Employee for such fiscal year, as
computed by the Corporation's Accountants.

4.3. 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. The Corporation shall also contribute Fifty (50 pounds)
Pounds Sterling per month to the Employee's television and cable expenses.

4.4. Benefits. During the term of this Agreement, the Employee shall
be entitled to participate in such option, profit sharing and disability plans
which the Corporation provides to its employees. The Corporation shall, in lieu
of having the Employee participate directly in the Corporation's pension plan,
make pension payments directly to the Employee's existing pension plan in an
amount equal to the payments the Corporation would have made if the Employee was
participating directly in the Corporation's pension plan. The Employee shall not
be entitled to participate in the Corporation's hospitalization or group health
benefit plans. Provided that the Corporation files a registration statement on
Form S-1 covering the registration of shares of its Common Stock, $.01 par value
("Common Stock"), the Corporation intends to file a registration statement on
Form S-8 to register the shares of Common Stock underlying the stock options
granted pursuant to its option plans. In the event such registration statement
on Form S-8 is filed, the Corporation agrees to use its best efforts

<PAGE>
to keep such registration statement on Form S-8 in full force and effect. The
Corporation shall contribute One Hundred Fifty (150 pounds) Pounds Sterling per
month to the Employee's health insurance premiums.

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 wrongfully leaves his employment
hereunder.

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

5.3. Termination Without Cause. In the event of a termination without
cause, the Employee shall be entitled to continue to participate in the
disability plans of the Corporation on the same terms and conditions as
immediately prior to his termination and shall receive his Salary, both for a
period equal to the earlier of (i) the date the Employee commences employment
elsewhere; (ii) six (6) months; or (iii) the date the term would have expired
pursuant to Section 3 of this Agreement had the Employee not been terminated.

5.4. Termination Upon Death. In the event of a termination upon the
death of Employee, the Corporation shall pay to the Employee, any person
designated by the Employee in writing or if no such person is designated, to his
estate, as the case may be, the Salary which would otherwise be payable to the
Employee for a period of six (6) months from the date of such death.

4
<PAGE>
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, (i) during the first month immediately after
the termination of employment due to such Disability, the Salary which would
otherwise by payable to the Employee and (ii) during the second and third months
immediately after the termination of employment due to such Disability, the
difference between the Salary which would otherwise be payable to the Employee
and the disability insurance payments received by Employee for such period.

5.6. Definition of "For Cause". As used herein, the term "For Cause"
shall mean (i) Employee's indictment, plea or conviction in a court of law of
any crime or offense involving willful misappropriation of money or other
property or any other crime involving moral turpitude which constitutes felony,
whether or not involving the Corporation, or (ii) disobedience of a directive
from the Chief Executive Officer or Board of Directors of the Corporation
consistent with Employee's duties hereunder or (iii) breach of his
responsibilities under this Agreement.

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 seventy-five (75) days in any one hundred
twenty (120) day period during the term, the Employee shall be deemed to be
suffering from a "Disability".

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.

5
<PAGE>
Section 7. Vacations and Personal Days. The Employee shall be entitled to
vacation and personal days in accordance with Corporation 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. Disclosure of Confidential Information.

(a) The Employee hereby acknowledges that the principal business of
the Corporation is the production of video and audio public relations materials
for distribution to news media and the distribution by satellite or other means
to television and radio stations and news media services; distribution of public
relations text, audio and video to news media and the general public via
satellite, cassette, wire or other means; distribution of press releases by mail
and facsimile; the maintenance of databases of media contacts for and on behalf
of clients; analysis and written appraisal of public relations and public
affairs campaigns as determined through press clipping review, either on paper,
video or audio tape or electronic database searches and such other businesses as
the Corporation may conduct from time to time (the "Business"). Employee
acknowledges that he will be acquiring confidential information concerning the
Corporation and the Business and that, among other things, his knowledge of the
Business will be enhanced through his employment by the Corporation. Employee
acknowledges that such information is of great value to the Corporation, is the
sole property of the Corporation, and has been and will be acquired by him in
confidence. In consideration of the obligations undertaken by the Corporation
herein, Employee will not, at any time, during or after the term of this
Agreement, reveal, divulge or make known to any person, any information which is
treated as confidential by the Corporation and not otherwise in the public
domain or previously known to him.

6
<PAGE>
(b) The provisions of this Section 8 shall survive Employee's
employment hereunder.

Section 9. Covenant Not To Compete.

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

(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 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

7
<PAGE>
of the Corporation and its affiliates as presently conducted and as may be
conducted by the Corporation during the Restricted Period.

(b) If any of the restrictions contained in this Section 9 shall be
deemed to be unenforceable by reason of the extent, duration or geographical
scope thereof, or otherwise, then after such restrictions have been reduced so
as to be enforceable, in its reduced form this Section shall then be enforceable
in the manner contemplated hereby.

(c) This Section 9 shall not be construed to prevent Employee from
owning, directly and indirectly, in the aggregate, an amount not exceeding two
percent (2%) of the issued and outstanding voting securities of any class of any
corporation whose voting capital stock is traded on a national securities
exchange or in the over-the-counter market.

(d) Notwithstanding anything to the contrary set forth in this Section
9, the Employee shall not be prohibited from rendering services for news
organizations or public relations agencies; provided, however, that in rendering
such services, the Employee may not be involved, directly or indirectly, in (i)
the distribution of video, audio or print releases that are competitive with, or
substantially similar to, the Business; (ii) the production of video or audio
releases that are competitive with, or substantially similar to, the Business;
or (iii) the research or analysis of public relations and public affairs
campaigns as determined through press clipping review, either on paper, video or
audio tape or electronic database searches.

(e) The term "Restricted Period", as used in this Section 9, shall
mean the earlier of (i) the term of this Agreement plus one (1) year; (ii) one
(1) year after the Employee is terminated without cause or (iii) two (2) years
after the Employee is terminated For Cause. Employee acknowledges that the

8
<PAGE>
Corporation markets its Business worldwide and therefore, the term "Territory"
as used herein shall mean the entire world.

(f) The provisions of this Section 9 shall survive the termination of
Employee's employment hereunder and until the end of the Restricted Period as
provided in Section 9 (e) hereof.

Section 10. Rights and Remedies Upon Breach of Sections 8 or 9.

10.1. Return of Benefits. If the Employee breaches, or threatens to
commit a breach of, any of the provisions of Sections 8 or 9 (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 10.1 against any amounts owed to the Employee by the Corporation.

10.2. 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 8 or 9 of this Agreement shall entitle the Corporation, in
addition to all other

<PAGE>
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 11. Termination of Consulting Agreement. In consideration of the
parties entering into this Agreement, the consulting agreement 1994, dated March
1, 1994, by and between the Corporation and Davis Partnership, an affiliate of
Employee, shall be terminated simultaneously with the commencement of the term
hereunder.

Section 12. Miscellaneous.

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

12.2. 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, 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

10
<PAGE>
be performed shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.

12.3. 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.

12.4. 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.

12.5. 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.

12.6. 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

11
<PAGE>
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.

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

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

MEDIALINK WORLDWIDE INCORPORATED

By: /s/ J. Graeme McWhirter
----------------------------------

/s/ David Davis
--------------------------------------
DAVID DAVIS

<PAGE>

EMPLOYMENT AGREEMENT (the "Agreement"), dated as of November
18, 1996, by and between MEDIALINK WORLDWIDE INCORPORATED a Delaware
corporation with offices at 708 Third Avenue, New York, New York 10017 (the
"Corporation"), and MARK MANOFF, an individual residing at 5612 Durbin Road,
Bethesda, Maryland 20814 (the "Employee").

W I T N E S S E T H:

WHEREAS, the Corporation has filed a registration statement
("1996 Registration Statement") with the Securities and Exchange Commission
("SEC") and making a public offering of shares of its Common Stock;
WHEREAS, the Corporation desires to continue the services of
the Employee upon the terms and conditions hereinafter set forth; and
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. Effective Date. This Agreement shall become
effective only upon the consummation of the proposed public offering pursuant
to the 1996 Registration Statement. In the event for any reason whatsoever such
public offering is not consummated, then this Agreement shall be void and of no
legal force or effect.

<PAGE>

The date of the first closing of the public offering pursuant to the 1996
Registration Statement shall be the Effective Date.
Section 2. Employment. On the Effective Date the Corporation
employs the Employee and the Employee on the Effective Date accepts such
employment, as an executive of the Corporation, subject to the terms and
conditions set forth in this Agreement.
Section 3. Duties. The Employee shall be employed as Senior
Vice President of Sales. 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 4. Term of Employment. The term of the Employee's
employment shall commence on the Effective Date and shall continue for two (2)
years or until terminated pursuant to Section 6 hereof.
Section 5. Compensation of Employee.

5.1. Compensation. The Corporation shall pay to the
Employee as annual compensation for his services hereunder a salary ("Salary")
in an amount equal to One Hundred Eight Thousand One Hundred Fifty ($108,150)
Dollars. The Salary shall be reviewed every January 1st for merit increases and
shall in all events be increased on the anniversary date of this Agreement by
the percentage increase, if any, in the Consumer Price Index, as defined herein,
for the most recent calendar

<PAGE>

month for which the Consumer Price Index has been published over the Consumer
Price Index for the same calendar month in the immediately preceding year. As
used herein, the "Consumer Price Index" shall mean the Consumer Price Index for
All Urban Consumers, New York - Northeastern New Jersey area (1982-84=100)
issued by the Bureau of Labor Statistics of the United States Department of
Labor; provided that in the event the Consumer Price Index shall hereafter be
converted to a different standard reference base or otherwise revised, the
determination of the salary increase shall be made with the use of such
conversion factor, formula or table for converting the Consumer Price Index as
may be published by the Bureau of Labor Statistics. The Salary shall be payable
bi-weekly less such deductions as shall be required to be withheld by
applicable law and regulations. The Employee shall be eligible to participate
in the Corporation's bonus plan. Such bonus shall be determined by the
Corporation's Compensation Committee. Notwithstanding the foregoing, the
minimum annual bonus potential shall be 25% of the Employee's Salary; provided,
however, that Employee shall only be entitled to receive such bonus in the
event the Company attains the annual goals set by the Compensation Committee.
The goals set by the Compensation Committee shall be consistent with the goals
set by the Compensation Committee in prior years.
5.2. 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

<PAGE>

thereof, which may be incurred by him in connection with the rendition of the

services contemplated hereunder.
5.3. 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. Provided that the Corporation files a registration statement on Form
S-1 covering the registration of shares of its Common Stock, $.01 par value
("Common Stock"), the Corporation intends to file a registration statement on
Form S-8 to register the shares of Common Stock underlying the stock options
granted pursuant to its option plans. In the event such registration statement
on Form S-8 is filed, the Corporation agrees to use its best efforts to keep
such registration statement on Form S-8 in full force and effect.
Section 6. Termination.
6.1. 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 wrongfully leaves
his employment hereunder.
6.2. Termination For Cause. In the event of a
termination For Cause or because Employee wrongfully leaves his employment
hereunder, the Corporation shall pay Employee all accrued and unpaid Salary and
vacation through the date of termination.

<PAGE>

6.3. 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, both for a period equal to the earlier
of (i) the date the Employee commences employment elsewhere; (ii) six (6)
months; or (iii) the date the term would have expired pursuant to Section 3 of
this Agreement had the Employee not been terminated.
6.4. Termination Upon Death. In the event of a
termination upon the death of Employee, the Corporation shall pay to the
Employee, any person designated by the Employee in writing or if no such person
is designated, to his estate, as the case may be, the Salary 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.
6.5. Termination Upon Disability. In the event
of a termination upon the Disability of Employee, the Corporation shall pay to
the Employee or any person designated by the Employee, (i) during the first
month immediately after the termination of employment due to such Disability,
the Salary which would otherwise by payable to the Employee and (ii) during the
second and third months immediately after the termination of employment due to

such Disability, the difference between the

<PAGE>

Salary which would otherwise be payable to the Employee and the disability
insurance payments received by Employee for such period.
6.6. Definition of "For Cause". As used herein,
the term "For Cause" shall mean (i) Employee's indictment, plea or conviction in
a court of law of any crime or offense involving willful misappropriation of
money or other property or any other crime involving moral turpitude which
constitutes felony, whether or not involving the Corporation; or (ii)
disobedience of a directive, other than a directive to relocate to an office of
the Corporation more than fifty (50) miles from the office where Executive is
employed pursuant to this Agreement, from the Chief Executive Officer or Board
of Directors of the Corporation consistent with Employee's duties hereunder or
(iii) breach of his responsibilities under this Agreement.
Section 7. Disability
7.1. Definition. In the event the Employee is
mentally or physically incapable or unable to perform his regular and customary
duties of employment with the Corporation for a period of seventy-five (75) days
in any one hundred twenty (120) day period during the term, the Employee shall
be deemed to be suffering from a "Disability".
7.2. 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.

<PAGE>

Section 8. Vacations and Personal Days. The Employee shall be
entitled to vacation and personal days in accordance with Corporation 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 9. Disclosure of Confidential Information.

(a) The Employee hereby acknowledges
that the principal business of the Corporation is the production of video and
audio public relations materials for distribution to news media and the
distribution by satellite or other means to television and radio stations and
news media services; distribution of public relations text, audio and video to
news media and the general public via satellite, cassette, wire or other means;
distribution of press releases by mail and facsimile; the maintenance of
databases of media contacts for and on behalf of clients; analysis and written
appraisal of public relations and public affairs campaigns as determined
through press clipping review, either on paper, video or audio tape or
electronic database searches and such other businesses as the Corporation may
conduct from time to time (the "Business"). Employee acknowledges that he 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

<PAGE>

undertaken by the Corporation herein, Employee will not, at any time, during or
after the term of this Agreement, reveal, divulge or make known to any person,
any information which is treated as confidential by the Corporation and not
otherwise in the public domain or previously known to him.
(b) The provisions of this Section 9
shall survive Employee's employment hereunder.
Section 10. Covenant Not To Compete.
(a) Employee recognizes that the
services to be performed by him hereunder are special, unique and extraordinary.
The parties confirm that it is reasonably necessary for the protection of the
Corporation that Employee agrees, and, accordingly, Employee does hereby agree,
that he will not, directly or indirectly, in the Territory, as hereinafter
defined, at any time during the Restricted Period, as hereinafter defined:
(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

<PAGE>

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 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.
(b) If any of the restrictions contained
in this Section 10 shall be deemed to be unenforceable by
reason of the extent, duration or geographical scope thereof,
or otherwise, then after such restrictions have been reduced
so as to be enforceable, in its reduced form this Section
shall then be enforceable in the manner contemplated hereby.
(c) This Section 10 shall not be
construed to prevent Employee from owning, directly and indirectly, in the
aggregate, an amount not exceeding two percent (2%) of the issued and
outstanding voting securities of any class of any corporation whose voting
capital stock is traded on a national securities exchange or in the
over-the-counter market.

<PAGE>

(d) Notwithstanding anything to the
contrary set forth in this Section 10, (i) the Employee shall not be prohibited
from rendering services for news organizations, or public relations departments
or public relations agencies; (ii) the Employee may act as a news reporter or
manager for an entity whose primary function is journalism; (iii) the Employee

may act as a member of the internal public relations staff of any corporation or
entity who performs services for only that corporation or its affiliates,
including parent corporations, subsidiaries, and joint ventures; and/or (iv) the
Employee may act as an account executive or manager at a public relations agency
directly serving that agency's clients. Notwithstanding the prior sentence,
however, the Employee may not, render services, directly or indirectly, (i) for
any organization, department, or affiliate of such news organizations, corporate
public relations departments, or public relations agencies, whose primary
purpose is to provide the production and distribution of video or audio news
releases that are competitive with, or substantially similar to, the Business,
and (ii) for any organization, department, or affiliate of such news
organizations, corporate public relations departments, or public relations
agencies, whose primary purpose is to provide the research and analysis of
public relations and public affairs campaigns as determined through press
clipping review, either on paper, video or audio tape or electronic database
searches that are competitive with or substantially similar to the Business.
(e) The term "Restricted Period", as
used in this Section 10, shall mean (i) the term of this Agreement plus one (1)
year; (ii) in the event of a termination For Cause, two (2) years from the date
of termination; or (iii) in

<PAGE>

the event of a termination without cause, one (1) year from the date of
termination. Employee acknowledges that the Corporation markets its Business
worldwide and therefore, the term "Territory" as used herein shall mean the
entire world.
(f) The provisions of this Section 10
shall survive the termination of Employee's employment hereunder and until the
end of the Restricted Period as provided in Section 10 (e) hereof.
Section 11. Rights and Remedies Upon Breach of Sections
9 or 10.
11.1. Return of Benefits. If the Employee
breaches, or threatens to commit a breach of, any of the provisions of Sections
9 or 10 (the "Restrictive Covenants"), the Corporation shall have the right and
remedy to require the Employee to account for and pay over to the Corporation
all compensation, profits, monies, accruals, increments or other benefits
(collectively, "Benefits") derived or received by him as the result of any
transactions constituting a breach of the Restrictive Covenants, and the
Employee shall account for and pay over such Benefits to the Corporation. 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 11.1 against any amounts owed to the Employee by
the Corporation.

<PAGE>

11.2. Injunctive Relief. Employee acknowledges
that the services to be rendered under the provisions of this Agreement are of a
special, unique and extraordinary character and that it would be difficult or
impossible to replace such services. Accordingly, Employee agrees that any
breach or threatened breach by him of Sections 9 or 10 of this Agreement shall
entitle the Corporation, in addition to all other legal remedies available to
it, to apply to any court of competent jurisdiction to enjoin such breach or
threatened breach without posting a bond or showing special damages. The parties
understand and intend that each restriction agreed to by Employee hereinabove
shall be construed as separable and divisible from every other restriction, that
the unenforceability of any restriction shall not limit the enforceability, in
whole or in part, of any other restriction, and that one or more of all of such
restrictions may be enforced in whole or in part as the circumstances warrant.
In the event that any restriction in this Agreement is more restrictive than
permitted by law in the jurisdiction in which the Corporation seeks enforcement
thereof, such restriction shall be limited to the extent permitted by law.
Section 12. Miscellaneous.
12.1. Assignment. The Employee may not assign or
delegate any of his rights or duties under this Agreement.
12.2. 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

<PAGE>

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.
12.3. 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.
12.4. 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.
12.5. 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.
12.6. 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

<PAGE>

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.
12.7. Counterparts. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.

MEDIALINK WORLDWIDE INCORPORATED

By: /s/ J. Graeme McWhirter
-----------------------------

/s/ Mark Manoff
-----------------------------
MARK MANOFF

<PAGE>

AMENDED AND RESTATED

AP EXPRESS AGREEMENT

BETWEEN

PRESS ASSOCIATION, INC.

AND

VIDEO BROADCASTING CORPORATION.

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

Dated as of November 1, 1992

<PAGE>

TABLE OF CONTENTS

Page
----
1. TERMINATION OF 1990 AMENDED AND RESTATED AGREEMENT 2

2. SERVICES............................................. 2
2.1 Use of Network................................. 2
2.2 Addition/Deletion of VBC Subscribers........... 4
2.3 Restricted Access and Security................. 4

3. EQUIPMENT MAINTENANCE................................ 4
3.1 Maintenance.................................... 4
3.2 Out-of-Scope Maintenance....................... 5

4. REGULAR CHARGES; ADJUSTMENTS; PAYMENT POLICIES....... 5
THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
5. NEWS ORGANIZATIONS, TRADE ASSOCIATIONS,
NON-NEWS ORGANIZATIONS............................... 7

6. TERM AND TERMINATION OF AGREEMENT.................... 7
6.1 Commencement................................... 7
6.2 Basic Term..................................... 7
6.3 Material Breach by VBC......................... 8
6.4 Material Breach by Press Association........... 8

7. INDEPENDENT SUBSCRIBER AGREEMENTS.................... 9

8. INDEMNIFICATION...................................... 9
8.1 Indemnification of VBC......................... 9

8.2 Indemnification of Press Association........... 9

9. REPRESENTATIONS AND WARRANTIES OF PRESS ASSOCIATION. 9

10. REPRESENTATIONS AND WARRANTIES OF VBC................ 10

11. LIMITS ON LIABILITY.................................. 11

12. PERFORMANCE SUBJECT TO LAWS.......................... 11

13. RELATION OF PARTIES.................................. 11

14. RIGHT OF FIRST REFUSAL............................... 12

15. ASSIGNMENTS.......................................... 12

16. NON-SOLICITATION..................................... 12

<PAGE>

17. ADVERTISING AND PUBLICITY............................ 12

18. MISCELLANEOUS........................................ 12
18.1 No Waiver...................................... 12
18.2 Governing Law.................................. 13
18.3 Notices........................................ 13
18.4 Confidentiality................................ 14
18.5 Entire Agreement............................... 14
18.6 Descriptive Headings........................... 14
18.7 Submission to Jurisdiction..................... 14
18.8 Shipment of Printers; Installations............ 14
18.9 Counterparts................................... 15

EXHIBITS

Exhibit A Description of Network
Exhibit B Form of Logo
Exhibit C Request Form
Exhibit D Out-of-Scope Service Rates

<PAGE>

THIS AMENDED AND RESTATED AGREEMENT, made as of this 1st day of November,
1992, between PRESS ASSOCIATION, INC. ("Press Association"), a New York
corporation with offices at 50 Rockefeller Plaza, New York, New York 10020 and
VIDEO BROADCASTING CORPORATION, doing business as MEDIALINK and PROGRAMLINK
("VBC"), a Delaware corporation with offices at 708 Third Avenue, New York, New
York 10017.

WITNESSETH:

WHEREAS, Press Association is a wholly-owned subsidiary of The Associated
Press, and is engaged in the business of collecting and disseminating general
news of local, national, and international importance; and

WHEREAS, Press Association, in connection with the performance of such news
collection and dissemination functions, operates the AP Express network for use
by certain newsrooms as described in Exhibit A (the "Network") and presently
transmits to broadcast licensees certain news and news-related items ("PA
News-Related Data") provided to Press Association by news organizations ("News
Organizations") and broadcast industry trade associations ("Trade
Associations"); and

WHEREAS, Press Association has surplus capacity within the Network and
shares the use of such capacity and the cost of such use with News Organizations
and Trade Associations; and

WHEREAS, VBC is engaged in the business of providing organizations
("non-News Organizations") which produce publicity and public relations
materials ("VBC Information") for distribution to television stations with the
opportunity to transmit VBC Information and, accordingly, desires to share the
surplus capacity within the Network; and

WHEREAS, Press Association desires to share the surplus capacity within the
Network with VBC, and in consideration for the commitments that VBC had made to
the Network as set forth herein, Press Association desires to enter into this
amended and restated Agreement; and

WHEREAS, the parties agree that in order to provide News Organizations,
Trade Associations and non-News Organizations with the highest quality service
possible, Press Association shall have the exclusive right to distribute PA News
Related Data for News Organizations and Trade Associations, while VBC shall have
the exclusive right to distribute VBC Information for non-News Organizations;

<PAGE>

WHEREAS, the parties entered into an Agreement dated as of November 1, 1987
("November 1987 Agreement") and an Amended and Restated Agreement dated as of
April 30, 1990 (the "1990 Amended and Restated Agreement"), and are interested
in further amending and restating the November 1987 Agreement, subject to the
terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

1. TERMINATION OF 1990 AMENDED AND RESTATED AGREEMENT

The parties acknowledge and agree that the 1990 Amended and Restated
Agreement will terminate upon execution of this Agreement. This Agreement will
supersede the 1990 Amended and Restated Agreement for all purposes.

2. SERVICES

2.1 Use of Network.

(a) Press Association shall establish the Network, in accordance with
Exhibit A, which shall consist of, among other things, the placement of
Receivers (as defined in Exhibit A) in a minimum of 600 television stations

("Receive Points"). Subject to the terms of this Agreement, VBC is hereby
granted the right to use the Network to transmit VBC Information.

(b) If a television station requests that Press Association terminate
delivery of VBC Information to such station, Press Association will promptly
provide VBC with notice of such request, and VBC shall have 30 business days
from the date of such notice to acquire the written permission from such station
to continue to receive VBC Information. VBC will deliver a copy of such written
approval to Press Association. If no such written approval is furnished to Press
Association at the end of such 30 day period, Press Association will no longer
provide VBC Information to such television station.

(c) Press Association hereby agrees to share up to 50% of the transmission
capacity of the Network with VBC in order to enable VBC to transmit VBC
Information solely to television newsrooms (the "Receive Points").

(d) Press Association shall transmit VBC Information in accordance with the
specifications set forth on Exhibit A annexed hereto and made a part hereof.
Transmission of satellite publicity advisories ("Satellite Publicity
Advisories"), and video publicity advisories ("Video Publicity Advisories") (the
"Advisories") shall conform to the statements or guidelines adopted by Press
Association for its newswire transmissions.

<PAGE>

(e) VBC shall have the exclusive right to market VBC Information for
distribution over the Network. VBC expressly acknowledges and agrees that
customers of AP Express Newspaper Network may elect to send the same information
as it is being sent over the AP Express Newspaper Network via the Network to
Receive Points with the permission of such Receive Points. For purposes of this
Paragraph of this Agreement, the "AP Express Newspaper Network" is a shared data
network for broadcast, cable and direct broadcast satellite television networks
primarily for delivery of material to non-broadcast interests such as
newspapers, trade publications and related parties.

(f) Both Press Association and VBC hereby agree that they and their
affiliates will transmit no more than 10,000 words per day of textual material
other than Advisories ("non-Advisory Material") to any Receive Point which has
only one Receiver. If VBC desires to transmit more than 10,000 words per day of
non-Advisory Material, it must request an Additional Receiver ("Additional
Receiver") for such transmissions chargeable to VBC in accordance with Section
4.1 hereof. If Press Association desires to transmit more than 10,000 words per
day of non-Advisory Material, it must install an Additional Receiver for such
transmissions at no cost to VBC, unless the parties agree that VBC shall also
transmit non-Advisory Material to such additional receiver, in which case such
receiver shall be deemed to be an Additional Receiver chargeable to VBC in
accordance with Section 4.1 hereof. VBC shall not be charged for any Receiver
unless the installation thereof is expressly agreed to by VBC. Notwithstanding
the foregoing, the parties may at any time mutually agree to add Additional
Receivers to the Network.

(g) The form of logo and label to be used by VBC on the Receivers (printers
only) shall be substantially in the form of Exhibit B annexed hereto. Press
Association agrees that upon installation each Receiver shall have affixed to it
such form of logo and label.

(h) Press Association shall retain title to all Equipment provided by Press
Association under this Agreement.

(i) VBC hereby agrees to provide all non-News Organizations with access to
the Network at a rate determined by VBC in its sole discretion.

(j) The parties may mutually agree in writing from time to time that
certain Receive Points on the Network for which AP has installed a Receiver will
not be deemed to be included in the 600 Receive Points that are used for
purposes of calculating the guaranteed minimum monthly payments made pursuant to
Section 4.1(a) hereof.

<PAGE>

2.2 Addition/Deletion of VBC Subscribers.

(a) A Receive Point may be designated for inclusion within the Network by
VBC at the rates established herein. The minimum interval required for such
inclusions will be (i) five business days from receipt of written notice to
include an additional Receive Point at a location where there is an existing
Receive Point and (ii) 30 business days to add a Receive Point to the Network at
a location that does not have an existing Receive Point. If such added Receive
Point location requires third party services, such as telephone company
circuits, in order to be connected to the Network, the actual interval will be
depended on delivery of such third party services.

(b) VBC may delete Receive Points from the Network with 30 business days'
prior written notice. Any penalty charges paid by Press Association as a result
of discontinuing third party services shall be reimbursed by VBC to Press
Association.

(c) Upon a need for additional codes for classification of VBC Information
for delivery to Receive Points, VBC will notify Press Association of the
proposed code. Press Association shall have five business days to add the
additional classification codes to the Network. Upon verification by Press
Association that the classification code is not used elsewhere in the Network,
the code may be used by VBC. VBC may make changes in the classification code to
existing Receive Points electronically or may request coding changes for
existing Receive Points by telefax or electronic mail.

(d) Any requests for inclusions or deletions of Receive Points shall be
made on a form substantially in the form of Exhibit C attached hereto.

2.3 Restricted Access and Security.

(a) Press Association agrees to take all reasonable steps to ensure that no

third party has access to or use of VBC Video Publicity Advisories provided to
the Network, to the extent it has access to or control thereof.

(b) VBC agrees to take all reasonable steps to protect the security of the
Network, to the extent that it has access to or control thereof.

3. EQUIPMENT MAINTENANCE

3.1 Maintenance.

(a) Press Association shall use its best efforts to maintain the Network,
on a 24-hour basis seven days per week. During the term of this Agreement, upon
request from authorized VBC

4
<PAGE>
personnel, Press Association will inspect, adjust and correct any
malfunction of the Network.

(b) Upon awareness of a failure within the Network, VBC shall contact the
Operations Manager at 50 Rockefeller Plaza, 4th Floor Operations, New York, New
York 10020 (212) 621-1530.

3.2 Out-of-Scope Maintenance.

At the request of VBC, Press Association may perform other work not defined
in this Agreement provided that such other work is, in Press Association's
opinion, within Press Association's capability and will not present labor
jurisdiction problems, is not hazardous and does not entail violation of any
federal, state or local laws, ordinances or regulations. Such work will consist
of, but not be limited to, responding to service requested due to
operator-related or caused failures, aborted installations due to lack of
available power source, interconnecting cabling and VBC-requested equipment
relocations and reinstallations. Such out-of-scope maintenance shall be provided
at the rates set forth in Exhibit D attached hereto.

4. REGULAR CHARGES; ADJUSTMENTS; PAYMENT POLICIES

4.1 [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.] Payments; Monthly Charges and Fees.

(a) VBC hereby agrees to pay a [THE CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION.] monthly payment of [THE CONFIDENTIAL
PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] per Receive
Point to Press Association for the delivery of VBC Information to at least [THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.]
of up to [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.] word units per day for Satellite Publicity and Video Publicity
Advisories subject to Section 4.1(d) below (the "[THE CONFIDENTIAL PORTION HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] Payment"); provided,
however, that if Press Association has fewer than [THE CONFIDENTIAL PORTION HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] Receive Points in
operation, VBC's monthly charges, as hereinafter set forth, shall be calculated
on the basis of the number of Receive Points actually installed and capable of

operation. If the Regular Rate for use of the Network decreases, the [THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.]
Payment shall decrease in proportion to such decrease. The [THE CONFIDENTIAL
PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] Payment
shall be effective for the duration of this Agreement.

(b) VBC agrees to pay to Press Association a monthly charge equal to:

(i) the [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.] Payment set forth in Section 4.1(a); and

(ii) [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.] of the Regular Rate (as hereinafter defined), per
Receive Point for transmissions in excess of the [THE CONFIDENTIAL PORTION
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] word unit per
day limitation set forth in Section 4.1(a) above. As used herein, "Regular
Rate" shall mean the then current rate Press Association charges its
customers for their use of AP Express. Press Association reserves the right
to change the Regular Rate, unilaterally, in its sole discretion, at any
time. Neither party shall consult the other party concerning the Regular
Rate. Press Association shall give 10 days written notice of any change it
makes in the Regular Rate.

(c) In addition to the [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.] Payment, VBC will pay Press Association [THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.]
per month for each additional Receive Point over [THE CONFIDENTIAL PORTION HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] and up to [THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.]
VBC will make such payment for such Receive Points for a minimum of the later of
(i) [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.] from the date of installation of each such Receive Point or (ii)
the date of this Agreement and thereafter until such Receive Point is deleted
from the Network pursuant to Section 2.2 above.

(d) If VBC requests additional Receive Points in excess of [THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.]
VBC's payment obligations hereunder will be as follows:

(i) VBC will pay Press Association [THE CONFIDENTIAL PORTION HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] per month for each
additional Receive Point in excess of [THE CONFIDENTIAL PORTION HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] a period of two years;
and

(ii) All other payment obligations will remain in full force and
effect.

(e) For purposes of this Section 4.1, VBC will only be permitted to use
additional Receive Points for delivery of Satellite Publicity Advisories and
Video Publicity Advisories to television newsrooms.

4.2 Payment Policies.

All monthly charges and fees payable to Press Association shall be billed
by Press Association monthly in arrears and shall be paid by VBC within [THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.]
of the date of the invoice in accordance with Press Association's then current
payment policies. In addition, all amounts outstanding in excess of [THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.]
days will accrue interest at a rate equal to the lesser of: (i) one and a half
percent per month or (ii) the highest rate permitted by applicable law.

4.3 Additions and Deletions of Receive Points.

Receive Points added or deleted from the Network pursuant to Section 2.2
shall be deemed made on the day such addition or deletion is made. Any and all
monthly charges and fees relating to such Receive Points shall be computed on
the basis of a month of 30 days and actual days elapsed for which the Receive
Point is in operation. Press Association shall use its best efforts to advise
VBC, by telefax or electronic mail, of new Receive Points as soon as possible
after installation.

4.4 Price Adjustment.

(a) Monthly fees and charges payable by VBC for use of the Network, other
than the [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.] Payment set forth in Section 4.1(a) hereof, shall be subject to
adjustment by Press Association during the term of this Agreement as follows:

(b) Beginning on January 1, 1993 and for the remaining term of the
Agreement, all fees (except telco charges) may be adjusted effective January 1
of each calendar year at a percentage rate equal to the greater of (x) Consumer
Price Index, Urban Wage Earners and Clerical Workers, New York City, All Items,
1967 = 100, inflation rate of the past calendar year, as published by the U.S.
government, or (y) the General Assessment increase approved by the Board of
Directors of The Associated Press. All such increases in fees will become
effective with the first month's billing after such increase.

4.5 Supplies.

Receive Points shall provide supplies, including, but not limited to,
teletype paper and ribbons required for receiving equipment.

5. NEWS ORGANIZATIONS, TRADE ASSOCIATIONS, NON-NEWS ORGANIZATIONS

The parties hereby agree that Press Association will reserve to itself the
right to distribute PA News-Related Data for News Organizations and Trade
Associations; provided, however, that VBC may serve News Organizations and Trade
Associations with the prior express written consent of Press Association. News
Organizations shall include, without limitation, CBS, ABC, NBC, Reuters, Conus,
CNN, ESPN, Westinghouse. Trade Associations shall include, without limitation,
NAB, RTNDA and RAB. Press Association shall determine, in its sole discretion,
whether a particular organization is a News Organization or Trade Association.

6. TERM AND TERMINATION OF AGREEMENT

6.1 Commencement.

Press Association shall use its best efforts to enable VBC to use the
Network, in accordance with Section 2, on the date hereof. No regular monthly or
periodic fees or charges to be incurred by VBC under this Agreement shall be
payable prior to actual commencement of services.

6.2 Basic Term.

The basic term of this Agreement shall be from the date hereof until
November 1, 1997. This Agreement shall automatically renew for consecutive
two-year periods unless either party gives written notice to the other party of
its desire to terminate the
7
<PAGE>
Agreement and such notice is received at least six months prior to the
expiration of each period.

6.3 Material Breach by VBC

Should VBC breach any of its material obligations hereunder, Press
Association shall provide written notice thereof to VBC. VBC shall have the
right to cure its default during a 30-day period following receipt of the
notice. If no cure is made during such cure period, then Press Association may
cancel this Agreement without penalty on five days' additional written notice.
Upon a termination pursuant to this Section 6.3, VBC shall pay to Press
Association, as liquidated damages and not as a penalty, an amount equal to 100%
of the Guaranteed Minimum Payment for the remaining term of this Agreement.

6.4 Material Breach by Press Association.

(a) Should Press Association breach any of its material obligations
hereunder, VBC shall provide written notice thereof to Press Association. Press
Association shall have the right to cure its default during a 30-day period
following receipt of the notice. If no cure is made during such cure period,
then VBC shall have the right to cancel this Agreement on five days' additional
written notice. Upon a termination pursuant to this Section, VBC shall have no
further obligations hereunder to Press Association except for the payment of
amounts previously due and owing.

(b) In addition to the right to terminate set forth in Section 6.4 (a)
above, VBC or any affiliate of VBC under this Agreement shall have the right to
indemnification from Press Association for the difference, if any, between the
cost of the Network as provided by Press Association, and the cost of a
substitute network arrangement of the same or substantially similar capability,
procured in good faith and without unreasonable delay at reasonable cost, for
the remaining term of this Agreement provided, however, that in lieu of
indemnifying VBC under this Section 6.4(b), Press Association shall have the
option to provide VBC with an alternative network arrangement with at least
equal capability to the substituted network described above at the same cost to
VBC.

(c) Such right to terminate and receive indemnification from Press
Association pursuant to Sections 6.4(a) and (b) and Section 7.1 hereof shall be
the sole and exclusive remedy available to VBC relating to Press Association's

breach of this Agreement.

(d) Notwithstanding any rights granted to VBC pursuant to this Section,
Press Association shall not in any way be liable to VBC or any affiliate of VBC
for any indirect, consequential, special, exemplary or incidental damages in
contract, tort or otherwise to VBC or any affiliate of VBC arising from or
relating to this Agreement.

8
<PAGE>
7. INDEPENDENT SUBSCRIBER AGREEMENTS

VBC and PA acknowledge and agree that (i) they shall each have the right to
independently contract with their respective subscribers regarding the service
or services it provides, without notice to, or interference by, the other party
and (ii) the terms and conditions of such agreements are not subject to the
approval of the other party.

8. INDEMNIFICATION

8.1 Indemnification of VBC.

If Press Association's work under this Agreement involves operations by
Press Association on the premises of any Receive Point, Press Association shall
take all necessary precautions to prevent the occurrence of any injury to person
or property (including the goods and services provided hereunder) during the
progress of such work. To the extent that any such injury or damages are due
directly to Press Association's willful or grossly negligent acts, Press
Association shall defend, indemnify and save VBC and its officers, directors,
employees, agents, affiliates, affiliated companies and assigns harmless from,
and shall defend such parties against any liability claim, loss, damage, or
expense by reason of injuries to persons (including reasonable attorneys' fees)
for physical injury to persons, death or damage to property directly arising out
of the use of said premises by Press Association or the activities of Press
Association, its agents, representatives, contractors or employees.

8.2 Indemnification of Press Association.

(a) VBC hereby agrees to indemnify and hold Press Association and its
officers, directors, employees, agents, affiliates, affiliated companies and
assigns harmless from, and shall defend such parties against, any and all
liability, loss, claim, damage or expense (including reasonable attorneys' fees)
for injury to person, death or damage to property arising out of or resulting
from the willful or grossly negligent acts of VBC.

(b) VBC hereby further agrees to indemnify and hold Press Association and
its officers, directors, employees, agents affiliates, affiliated companies and
assigns harmless from, and shall defend such parties against, any and all
liability, loss, claim or damage (including reasonable attorneys' fees) due to
the placement of the VBC logo on any Receiver.

9. REPRESENTATIONS AND WARRANTIES OF PRESS ASSOCIATION

Press Association represents and warrants as follows:

9.l Press Association is a corporation duly incorporated, validly existing
and in good standing under the laws

9
<PAGE>
of the jurisdiction of its incorporation and is qualified to do business in all
other jurisdictions where the failure so to qualify might materially affect its
business or assets.

9.2 The execution, delivery and performance by Press Association of this
Agreement are within Press Association's corporate powers, have been duly
authorized by all necessary corporate action, require no governmental approval,
and do not contravene law or any contractual restriction binding on Press
Association.

9.3 This Agreement will be, when delivered, the legal, valid and binding
obligation of Press Association enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium, or similar laws of general applicability relating to or affecting
creditor's rights.

9.4 There are no pending or, to the best knowledge of Press Association,
threatened actions or proceedings affecting Press Association before any court
or governmental agency, which may materially adversely affect the financial
condition or operations of Press Association.

10. REPRESENTATIONS AND WARRANTIES OF VBC

VBC represents and warrants to Press Association as follows:

10.1 VBC is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and is
qualified to do business in all other jurisdictions where the failure so to
qualify might materially affect its business or assets.

10.2 The execution, delivery and performance by VBC of this Agreement are
within VBC's corporate powers, have been duly authorized by all necessary
corporate action, require no governmental approval, and do not contravene law or
any contractual restriction binding on VBC.

10.3 This Agreement will be, when delivered, the legal, valid and binding
obligation of VBC enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability relating to or affecting creditor's rights.

10.4 There are no pending or, to the best knowledge of VBC, threatened
actions or proceedings affecting VBC before any court or governmental agency,
which may materially adversely affect the financial condition or operations of
VBC.

10
<PAGE>
11. LIMITS ON LIABILITY

11.1 Press Association shall not be liable to VBC for loss, damage or
claims resulting from (1) inadvertent publication of VBC Information entering
the Network, (2) interruption of transmission of VBC Information by the Network
caused by mechanical or electrical breakdown, (3) interruption in common carrier
service, or (4) other causes beyond the reasonable control of Press Association.
Unless such interruptions affect more than 50% of the Receive Points
simultaneously and are continuous for more than seven consecutive days, the
monthly fees payable by VBC shall not be reduced by such interruptions.

11.2 Without limitation, neither party shall be liable for delays in
delivery or performance hereunder if such delays are caused by fire, flood,
commercial power failure or reduction of commercial power supplied, earthquake,
tornado, acts of God or of public enemies, failure of telecommunication links
(not being attributable to the willful act or negligence of the concerned party
or any person or entity affiliate with it), strike, lockout, industrial dispute
or job action, or by reason or any other cause beyond their control and fault.
Should such an event be imminent or occur, the affected party will notify the
other immediately, by telephone (and then in writing) and identify any event
which caused or will cause, the event resulting in a failure or delay on its
part. Such notice shall also state, to the extent possible, the anticipated
effect of the event on that party's ability to perform.

12. PERFORMANCE SUBJECT TO LAWS

This Agreement shall be subject to local, state, and federal laws and
regulations, including regulations of the Federal Communications Commission, as
they shall be supplemented and amended from time to time. Neither party shall be
liable for failure to perform its obligations under this Agreement to the extent
such performance shall be prevented by such laws and regulations.

13. RELATION OF PARTIES

Subject to Section 1.1(d) above, neither party is under any obligation to
deal exclusively with the other regarding use of communication facilities.
Neither party will involve itself in any way in the sale or promotion of the
services provided by the other party, except as agreed upon between the parties
in writing. The parties to this Agreement are not partners or joint venturers.
Press Association is not acting as a common carrier but is sharing the use of
the Network with VBC.

11
<PAGE>
14. RIGHT OF FIRST REFUSAL

If Press Association at any time decides to cease transmitting Satellite
Publicity Advisories, Video Publicity Advisories or Program Advisories, it shall
enter into good faith negotiations with VBC to permit VBC to assume the
operation of the Network with regard to such Satellite Publicity Advisories,
Video Publicity Advisories and Program Advisories. Such assumption shall be
entirely dependent upon VBC and Press Association entering into an agreement in
form and substance satisfactory to both parties.

15. ASSIGNMENTS

Neither party shall assign its rights or obligations under this Agreement
without the prior express written consent of the other, which consent will not
be unreasonably withheld; any attempted assignment without such written consent
shall be void, except that either party may assign its rights or obligations
under this Agreement to an affiliate with prior written notification to the
other party. For purposes of this Agreement, "affiliate" shall mean any entity
that controls, is controlled by, or is under common control with either party.
For purposes of this definition, "control" shall mean direct or indirect
beneficial ownership of at least 50% of equity.

16. NON-SOLICITATION

Neither Press Association nor VBC shall offer or make any form of
solicitation of employment to any person in the employ of the other party, or
any affiliate or parent of the other party either (i) during the term of this
agreement and (ii) for a period of two years after the termination of this
Agreement, without the prior express written consent of the other party.

17. ADVERTISING AND PUBLICITY

All advertising and publicity by Press Association and VBC, where the other
party in this Agreement is mentioned by name, must be submitted and approved by
the other party prior to release for publication and the other party shall not
unreasonably withhold such approval. VBC may not use any Associated Press logo
in any manner without the prior written permission of Press Association and/or
The Associated Press.

18. MISCELLANEOUS

18.1 No Waiver.

12
<PAGE>
The failure of either party at any time to require performance by the other
party of any provision of this Agreement shall in no way affect the right of
either party thereafter to enforce the same provision, nor shall the waiver of
either party of any breach of any provision herein be held or taken to be a
waiver of any succeeding breach or as a waiver of the provision itself.

18.2 Governing Law.

This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to its choice of law rules.

18.3 Notices.

All notices, statements and payments required or permitted under this
Agreement shall be deemed properly make upon receipt at the following addresses
or at such other place as the parties may from time to time direct in writing:

If to Press Association:

Press Association, Inc.

50 Rockefeller Plaza - 5th Floor
New York, New York 10020

Attn: James Williams
Vice-President and Director of
Broadcast Services

With a copy of all notices and
material communications to:

John K. Keitt, Jr., Esq.
Rogers and Wells
200 Park Avenue
New York, New York 10166

If to VBC:

VBC
c/o Video Broadcasting Corporation
708 Third Avenue
New York, New York 10017
Attn: Laurence Moskowitz
President

With a copy of all notices and
material communication to:

Theodore Wm. Tashlik, Esq.
Tashlik, Kreutzer and Goldwyn, P.C.
833 Northern Blvd.
Great Neck, New York 11021

13
<PAGE>
18.4 Confidentiality.

The parties hereto agree that all documents and confidential information
furnished to a party hereunder (including the terms of this Agreement) shall be
held in strict confidence and shall not, without the prior written consent of
the other party, be made available or disclosed to any third party or be used by
the other party hereto other than as contemplated hereunder. Moreover, each
party hereto agrees to restrict dissemination of such documents and confidential
information to only those persons in their respective organizations who are
directly involved in the performance of the obligations under this Agreement.
Notwithstanding the above restriction, neither party shall have any obligation
for any disclosure of information which is, or becomes generally known to the
public without breach of the terms of this Agreement, or for any disclosure of
information which is required by court order or by order of any governmental or
administrative tribunal having jurisdiction over the parties hereto.

18.5 Entire Agreement.

This Agreement constitutes the entire agreement of the parties hereto and
no amendment or modification shall be binding unless reduced to writing and

signed by the parties.

18.6 Descriptive Headings.

The descriptive headings of the several sections and subsections of this
Agreement are used for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

18.7 Submission to Jurisdiction.

The parties hereto agree that the state courts and federal courts in the
State of New York shall be proper forums for any legal controversy arising in
connection with this Agreement, and the parties hereto hereby irrevocably and
unconditionally consent to the non-exclusive jurisdiction of such courts for
such purposes. The parties hereto further irrevocably consent to the service of
process in connection with any such controversy by the mailing thereof by
registered or certified mail, postage prepaid, to the parties hereto, at the
respective addresses set forth in, or designated pursuant to, this Agreement.

18.8 Shipment of Printers; Installations.

All printers packed and shipped by AP hereunder will include an appropriate
"AP Express/Medialink" badge. Press Association will use its best efforts to
complete installations of such printers within 30 business days of the date of
VBC's written request for such installations.

14
<PAGE>
18.9 Counterparts.

This Agreement may be executed in several counterparts and by the different
parties hereto on separate counterparts, each of which shall be deemed to be an
original and all of which, when taken together, shall constitute one and the
same instrument.

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

VIDEO BROADCASTING CORPORATION PRESS ASSOCIATION, INC.

By: /s/ Laurence Moskowitz By: /s/ James Williams III
-------------------------- ---------------------------
Name: Laurence Moskowitz Name: James Williams
Title: President Title: Vice President and
Director of Broadcast
Services

<PAGE>
EXHIBIT A

DESCRIPTION OF NETWORK

1. Press Association shall provide Customer with access to at least a
1200-baud national data delivery network that employs addressable end-user
equipment ("Receivers") to a minimum of the 48 contiguous states, Alaska,
Hawaii and Puerto Rico.

2. For Customer Subscribers which are not FCC-licensed television stations or
cable television systems and for Customer Subscribers located outside the
geographic area described above, the Network can be made available to the
Customer for delivery to Customer Subscribers via facsimile or equivalent,
at Press Association's discretion. Customer Information relayed via
facsimile shall be deemed to have been transmitted on a "routine" priority,
and the cost shall be at the Regular Rate, as adjusted from time to time,
plus toll charges. The delivery time set for transmission priority of
Customer Information shall not apply to Customer Information relayed to
Customer Subscriber(s) via facsimile.

<PAGE>
EXHIBIT B

FORM OF LOGO

A copy of the form of logo to be used by VBC on the Receivers is annexed
hereto.

<PAGE>
[FORM OF LOGO]

AP EXPRESS PROGRAMLINK

AP EXPRESS MEDIALINK

<PAGE>
EXHIBIT C

REQUEST FORM

[Date]

CUSTOMER/NETWORK NAME:__________________________________________________________

DATE:__________________________ REQUESTED BY:__________________________________

________________________________________________________________________________

ACTION TO BE TAKEN

________Add user to network ________Outside move of circuit
________Disconnect ________Make equipment change
________Inside move of circuit ________Amend previous order
________Change coding ________Change information in
________Cancel previous order records

METHOD OF DELIVERY: Printer_________ Computer________

DESIRED EFFECTIVE DATE: ______________________________________

________________________________________________________________________________

LOCATION INFORMATION

Receive Point: _______________________________________________________________

Street Address: _______________________________________________________________

Building Name: _______________________________________________________________

Room/Floor: _______________________________________________________________

City/State/Zip: _______________________________________________________________

Contact & Title: _______________________________________________________________

Telephone: _______________________________________________________________

REMARKS/SPECIAL INSTRUCTIONS

________________________________________________________________________________

<PAGE>
EXHIBIT D

OUT-OF-SCOPE SERVICE RATES

1. Prevailing Out-of-Scope Service:

Regular hours: 9:00 am to 5:00 pm
$72.00/hour per man
Monday thru Friday
excluding holidays
MINIMUM CHARGE IS 2 HOURS

Overtime hours: 5:00 pm to 9:00 am
$108.00/hour per man
Monday thru Friday
and all day Saturdays and
Sundays, excluding holidays
MINIMUM CHARGE IS 2 HOURS

Holiday hours: All holidays recognized
$144.00/hour per man
by Company

MINIMUM CHARGE IS 5 HOURS

2. Prices shall be calculated to the nearest tenth of one hour.

3. Vehicle mileage will be charged to $0.50 per mile. Other travel expenses
such as parking, tolls, lodging, meals, etc., will be charged to actual
cost (overnight lodging and meals not applicable to less than four working
hours).

4. Prices are subject to change with 90-day prior notification. All rates will
be identical to those charged to other Press Association customers under
similar types of contracts.

5. Press Association recognized holidays are as follows:

1. New Year's Day
2. Washington's Birthday
3. Memorial Day
4. Independence Day
5. Labor Day
6. Thanksgiving Day
7. Christmas Day

<PAGE>

ADDENDUM

This Addendum dated as of February 21, 1996 supplements the AP Express
Agreement between Press Association, Inc. ("PA") and Video Broadcasting
Corporation ("VBC") dated November 1, 1992 (the "Agreement").

All capitalized terms used herein but not otherwise defined herein shall
have the same meaning assigned to such terms in the Agreement. If there is any
inconsistency between the terms and conditions of this Addendum and the
Agreement, this Addendum shall control.

Notwithstanding the terms and conditions of the Agreement, PA and VBC agree
to expand their relationship for the distribution of public relations and
corporate news information in audio ("Audio News Release", or "ANR") and text
("Text News Release", or "TNR") or also in text as an advisory to an ANR ("Text
News Advisory" or "TNA"), (collectively, "VBC Information") to radio stations
which currently receive and AP or PA service.

1. PA agrees to transmit ANR's, which may also include a related actuality
and natural sound, over the AP Network News Main Channel. Each ANR, may also
include a TNA to notify radio stations of the availability of an ANR, a
description of the material provided on the ANR and a script for the ANR. Each
ANR will run for a length of no longer than three (3) continuous minutes and
each accompanying TNA will not exceed 500 words in length.

2. PA agrees to provide two, five-minute periods each weekday at 4:06 a.m.
to 4:11 a.m. Eastern and 3:06 p.m. to 3:11 p.m. Eastern for transmission of
ANR's on the AP Network News Main Channel. PA may, in its sole discretion,
adjust such transmission times as may be necessary to accommodate its regular
and breaking news programming upon reasonable notice to VBC. In addition, PA
may, in its sole discretion, adjust such transmission times as may be necessary
to accommodate increased transmission volume of ANR's.

3. PA also agrees to transmit to radio stations TNR's unrelated to the
transmission of an ANR distributed over the AP Network News Main Channel. Each
such TNR may not exceed a total of 300 words in length.

<PAGE>

4. Each TNR and TNA shall be transmitted to each radio station capable of
receiving such transmission, as determined by PA, and in which VBC has received
and provided to PA a signed authorization by the station to receive such
material. Notwithstanding the above, PA agrees to seek authorization from those
radio stations currently receiving the AP Express text service.

5. For each TNR transmitted by VBC, VBC agrees to pay to PA the greater of
[THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.] of VBC's standard retail charge for the transmission of such TNR.
Such payment by VBC to PA shall be monthly based on billing summaries provided
to PA by VBC.

6. During the term of this Addendum, VBC shall have the exclusive right to
market TNR's over the AP Express text-delivery network to radio stations.

7. The parties understand that TNR's cannot be marketed viably until the AP
Express text-delivery network reaches at least 300 radio stations. During the
term of this Addendum, PA intends to expand the current number of AP Express
text delivery locations.

8. VBC agrees to pay to PA a fee of [THE CONFIDENTIAL PORTION HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] for each ANR, including the
accompanying TNA. Such payment by VBC to PA shall be monthly based on the
billing summaries provided to VBC by PA. Additionally, each ANR may be
retransmitted during the time periods specified above in two consecutive
transmission periods within the same or adjoining day without additional charge
to VBC.

9. The Addendum shall be effective as of the date written above ad shall
continue in effect for a period of one year. The parties agree [THE CONFIDENTIAL
PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] and
similarly agree to review continuation of this Addendum approximately 30-days
prior to the end of the one-year period.

10. At the [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.] specified above, PA agrees it will not increase the fees
for TNR's and TNA's above [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.] per message per receive location (same word
maximums specified above shall apply) and [THE CONFIDENTIAL PORTION HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] per individual ANR
transmission [THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.] which does not include retransmissions of an individual
ANR.

<PAGE>

IN WITNESS WHEREOF, the authorized representatives of the parties hereto
have executed this Addendum as of the date written above.

VIDEO BROADCASTING CORPORATION PRESS ASSOCIATION, INC.

By: /s/ J. Graeme McWhirter By: Signature
--------------------------- -----------------------------

Executive Vice President Vice President
at Washington, D.C.

<PAGE>

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this "Second Amendment") is made as of
the 19 day of November, 1996 by and between TEACHERS' RETIREMENT SYSTEM OF
THE STATE OF ILLINOIS, a retirement system created pursuant to the laws of the
State of Illinois ("Landlord"), and MEDIALINK WORLDWIDE, INCORPORATED (formerly
known as VIDEO BROADCASTING CORPORATION), a Delaware corporation, doing business
as Medialink ("Tenant").

R E C I T A L S:

A. WHEREAS, Landlord and Tenant entered into a lease dated June 7, 1989
(the "Original Lease") for certain premises designated as Suite No. 2010
consisting of approximately 1,317 rentable square feet of space (the "Current
Premises") and located in the building commonly known as The Time & Life
Building, 541 North Fairbanks Court, Chicago, Illinois (the "Building"); and

B. WHEREAS, the Original Lease was amended by that certain First
Amendment to Lease dated as of June 1, 1994 (the "First Amendment", and
together with the Original Lease, the "Lease"); and

C. WHEREAS, the current term of the Lease (the "Original Term") is
scheduled to expire on February 28, 1999; and

D. WHEREAS, the parties hereto are desirous of amending the Lease
in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend
the Lease as follows:

1. Extension of Term. The term of the Lease is hereby extended
through and including September 30, 2003, unless sooner terminated pursuant
to the Lease or this Second Amendment, subject to all of the terms and
conditions of the Lease, as modified herein.

2. Relocation. Tenant agrees that within five (5) business days of the
New Possession Date (as hereinafter defined) it shall relocate from the Current
Premises to that certain premises located on the 19th floor of the Building and
consisting of approximately 2,362 square feet as shown "cross-hatched" on the
site plan attached hereto as Exhibit A (the "New Premises"), and such relocation
shall be in accordance with all the terms and conditions of this Second
Amendment. Possession of the New Premises shall be deemed to have been tendered
and accepted on the date (the "New Possession Date") Landlord delivers a
possession notice to Tenant. Notwithstanding the foregoing, Landlord agrees that
it shall not deliver a possession

<PAGE>
notice to Tenant until it has substantially completed all of the Landlord's Work
(as defined in Paragraph 3 below) in the New Premises. Tenant acknowledges and
agrees that, subject to the provisions of Paragraph 3 below and any punchlist
items relating to Landlord's Work, Tenant is accepting the New Premises "as-is"
with no representation and warranty by Landlord as to the condition or
suitability of the New Premises for Tenant's intended use. On or before the New
Possession Date, Tenant shall provide Landlord with written evidence in form and
substance satisfactory to Landlord that the insurance Tenant is required to
carry pursuant to Paragraph 11 of the Lease covers the New Premises. During the
period commencing on the New Possession Date and continuing through and
including the date Tenant completely vacates and surrenders the Current
Premises, as more particularly described herein, the term "Premises" shall be
deemed to refer to both the New Premises and the Current Premises, except as
specifically stated herein.

Tenant shall, within five (5) business days after the New Possession
Date (the "Relocation Period") (i) relocate to the New Premises; (ii) commence
conducting business therein; and (iii) surrender the Current Premises to
Landlord pursuant to Paragraph 21 of the Lease. Tenant may relocate to the New
Premises at any time during the Relocation Period. During the period commencing
on the New Possession Date and continuing through 11:59 P.M. (Central Standard
Time) of the date immediately preceding the New Commencement Date (as
hereinafter defined), Tenant shall continue to pay Base Rent and Base Rent
Adjustments, as such terms are defined in the Lease, in the amounts and in the
manner set forth in the Lease and all such items of rent determined on the basis
of the square footage of the Leased Premises shall be calculated on the basis of
2,362 square feet. Notwithstanding anything to the contrary contained in the
Lease or this Second Amendment, Tenant is required to conduct business in the
Current Premises through the end of the normal business hours on the date
immediately preceding the date Tenant commences to conduct business in the New
Premises.

In the event that Tenant does not vacate the Current Premises on or
prior to the New Commencement Date, all of the provisions of the Lease shall
continue to apply to the Current Premises and Tenant shall be considered to be a
holdover Tenant in the Current Premises and Landlord shall have all of the right
and remedies with respect to such holding over set forth in Paragraph 19 of the
Lease and available at law or in equity.

3. Landlord's Work. The phrase "Landlord's Work" shall mean and
include the installation by Landlord, at its sole cost and expense, of (i) up to
five (5) electrical outlets in the New Premises in locations designated by the
Tenant; and (ii) countertops and cabinets in the kitchenette area in the New
Premises as necessary in Landlord's reasonable determination for Tenant's use
thereof. Landlord agrees to perform Landlord's Work as set forth in the
Workletter attached hereto and incorporated herein as Exhibit B.

4. New Premises. Effective upon the date (the "New Commencement Date")
which is the earlier to occur of (i) the date Tenant commences to conduct
business in the New Premises, or (ii) the date which is five (5) days following
the New Possession Date, the New Premises shall be deemed to be the Premises for
all purposes of the Lease.

<PAGE>
5. Basic Terms. Effective on October 1, 1996, Paragraph 1 of the
Lease Basic Terms shall be amended as follows:

(A) "Agent" shall be changed from "Bennett & Kahnweiler Asset
Management Company" to "Miglin-Beitler Management Corporation";

(B) "Agent's Address" shall be changed from "9700 West Bryn Mawr
Avenue, Rosemont, Illinois 60018" to "181 West Madison Street,
Chicago, Illinois 60602";

(D) "Monthly Base Rental" shall be changed commencing October 1,
1996 from "$2,579.12 (subject to increase pursuant to Section 3A
herein)" to "$1,574.67 (subject to increase pursuant to Section 3A
herein");

(E) "Tax Base" shall be deleted in its entirety;

(F) "Tenant's Proportion" shall be changed from ".002432
(.2432%)" to ".0044 (.44%)";

(G) "Term" shall be changed from "five (5) years" to "fourteen
(14)" years-two (2) months";

(H) "Termination Date" shall be changed from "July 31, 1994" to
"September 30, 2003"; and

(I) "Total Base Rent" shall be changed from "$164,314.78" to
"344,078.61".

6. Exhibit A. Effective as of New Commencement Date, Exhibit A attached
hereto shall be substituted for (and override) Exhibit A attached to the Lease
only for the purpose of identifying the New Premises and in all references in
the Lease to Exhibit A for the purposes of identifying the New Premises shall be
referenced to Exhibit A attached hereto.

7. Base Rent. Notwithstanding the provisions of Paragraph 3 of the
Lease, commencing on October 1, 1996 and continuing through the last day of the
Term, Total Base Rent (as defined in the Lease) shall be as follows for each
twelve (12) month period beginning on the October 1, 1996 (or each anniversary
thereof) and ending on the last day of September of the next following calendar
year (a "Lease Year"):

The Monthly Base Rental shall be computed at the rates set forth below
with respect to each calendar month falling in whole or in part within the Term:

<PAGE>
------------------------------------
<TABLE>
<CAPTION>
Lease Year in which
Calendar Month in Applicable Monthly Applicable Annual
Question Falls Base Rental Base Rental
- ------------------- ------------------ -----------------
<S> <C> <C>
Lease Year 1 $1,574.67 $ 18,896.00
Lease Year 2 1,673.08 20,077.00
Lease Year 3 1,771.50 21,258.00
Lease Year 4 1,869.92 22,439.00
Lease Year 5 1,968.33 23,620.00
Lease Year 6 2,066.75 24,801.00
Lease Year 7 2,165.17 25,982.00
-----------
Total Base Rent $157,073.00
</TABLE>

Landlord and Tenant acknowledge and agree that the foregoing rent
schedule has been determined as follows:

A. The "Annual Base Rental" for Lease Year 1 is equal to $8.00 per
rentable square foot and is increased by $.50 per square foot each year.

B. Landlord and Tenant have caused the Premises to be measured and
agree that the rentable square footage of the Premises is 2,362 rentable square
feet.

C. Notwithstanding anything contained in the Lease to the contrary,
provided that Tenant is not then in default under the Lease, Tenant shall have
no obligation to pay Monthly Base Rental and any Rent Adjustment (as those terms
are defined in the Lease) during the month of October, 1996.

8. Rent Adjustment. Paragraph 4 of the Lease shall be amended as
follows: (i) subsection (B)(i) shall be deleted in its entirety and the
following shall be inserted in lieu thereof. "(i) Tenant shall pay to Landlord
Tenant's Proportion of Expenses during each Calendar Year."; and (ii) subsection
(b) (ii) shall be amended by deleting the first sentence in its entirety and the
following shall be inserted in lieu thereof: "Tenant shall pay to Landlord
Tenant's Proportion of Taxes during each Calendar Year." Notwithstanding
anything to the contrary contained in the Lease, commencing on October 1, 1996,
all "Rent Adjustment," including, without limitation, Expenses (as defined in
Section 4 of the Lease) and Taxes (as defined in Section 4 of the Lease) shall
be calculated on a basis of 2,362 square feet.

9. Assignment/Subletting. Paragraph 16 of the Lease shall be amended
by inserting the following as a new subparagraph (F):

<PAGE>
"F. If Tenant is or, during the Term, will be an entity whose
ownership is publicly traded, the transfer of less than fifty percent
(50%) of the stock of Tenant on a national trading market (e.g., New
York Stock Exchange, NASDAQ) in the normal course of business shall not
be deemed a change of control as defined in subparagraph (C) above;
provided, however, if fifty percent (50%) or more of the stock of
Tenant is purchased by one or more related persons or entities, such
transfer shall be deemed a change of control of Tenant for purposes of
this subparagraph (F), which transfer will require the prior written
consent of Landlord, and Landlord, at its option, may at any time
thereafter terminate this Lease by giving Tenant written notice of said
termination at least sixty (60) days prior to the date of termination
stated in the notice."

10. Broker. Each of the parties represents and warrants to the other
that, except as expressly set forth in this Paragraph 9, such party has not
dealt with any broker, agent or other person in connection with this Second
Amendment and that no broker, agent or other person brought about this Second
Amendment through the acts of or employment of either party, and each party
agrees to indemnify, defend and hold the other party harmless from all liability
arising from any claim for brokerage commissions of any kind (including, without
limitation, attorneys' fees incurred in connection therewith) in connection with
this Second Amendment, which claim arises (directly or indirectly) out of an
agreement, contract, course of dealings or relationship between such party and
the claiming party.

Notwithstanding anything to the contrary contained herein, Landlord has
retained Miglin-Beitler Management Corporation as its broker (the "Broker").
Landlord agrees to pay all brokerage commissions that may be due to the Broker
in connection with this Second Amendment pursuant to its written agreement with
Broker.

11. Assignment/Sublet to Related Party. Paragraph 16 of the Lease is
hereby amended by inserting the following at the end thereof:

"F. Notwithstanding the foregoing provisions of this Section
16, Tenant shall have the right, with Landlord's prior written
approval, which shall not be unreasonably withheld or delayed, to
sublet or assign the Premises or a part thereof, to a successor of
Tenant resulting from a merger or consolidation of Tenant and/or to any
entity under common control with Tenant (i.e. a subsidiary, parent or
affiliate of Tenant), control being defined as provided in section C of
this Section above."

12. Signage. A new paragraph 30 shall be inserted into the Lease as
follows:

"Signage. Subject to Landlord's prior written approval of the
size, quality and style of the signage, which shall not be
unreasonably withheld, Tenant may install its standard graphics at
the entrance to and inside the Premises."

13. Definitions. Any term which is capitalized, but not defined in

this Second Amendment, which is capitalized and defined in the Lease shall have
the same meaning for purposes of this Second Amendment as it has for purposes of
the Lease.
5
<PAGE>
14. Counterparts. This Second Amendment may be executed in
counterparts, each of which shall constitute an original, and all of which,
when taken together, shall constitute one and the same instrument.

15. Conflict of Provisions. In the event of any conflict between the
Lease and this Second Amendment, the terms, conditions and provisions of the
latter shall govern. However, except as herein expressly amended, all of the
terms, covenants, conditions and provisions of the Lease shall continue in full
force and effect.

16. Condition of Premises. Except as set forth in the Workletter
attached hereto and in the Lease, Landlord shall have no obligation to make any
repairs or improvements to the Premises and Tenant accepts the Premises "AS-IS",
"WHERE-IS". Tenant acknowledges that, as of the date of Tenant's execution of
this Second Amendment, the condition of the Premises is acceptable to Tenant,
except for the work to be performed by Landlord pursuant to paragraph 3 hereof.
No promise of Landlord to alter, remodel, decorate, clean or improve the
Premises or the Building and no representation respecting the condition of the
Premises or the Building have been made by Landlord to Tenant, unless the same
is contained herein.

17. Agency. This Second Amendment is executed by Capital Associates
Realty Advisors Corp. ("Capital") acting solely as the duly authorized agent for
the Teachers' Retirement System of the State of Illinois, and all the terms,
provisions, stipulations, covenants and conditions to be performed by Landlord
are undertaken solely as said duly authorized agent, and not individually, and
all statements herein made by Landlord except for its authority to act as agent
are made on information and belief and are to be construed accordingly. No
personal liability shall be asserted or be enforceable against Capital or any of
its agents, employees or shareholders by reason of any of the terms, provisions,
stipulations, covenants and/or statements contained in this instrument.

18. TRS Limitation of Liability. Without limitation of any other
provision of the Lease or this Second Amendment, this Second Amendment is being
executed by and on behalf of the Teachers' Retirement System of the State of
Illinois ("TRS"). Neither TRS nor any present or future officer, director,
employee, trustee, member or agent of TRS shall have any personal liability,
directly or indirectly, and recourse shall not be had against TRS or any such
officer, director, employee, trustee, member or agent, under or in connection
with the Lease, this Second Amendment or any other document or instrument
heretofore or hereafter executed in connection with same. Tenant hereby waives
and releases any and all such personal liability and recourse. Tenant and its
successors and assigns and all other persons claiming by, through or under
Tenant shall look solely to Landlord's interest in the Building with respect to
any claim against Landlord arising under or in connection with this Second
Amendment or any other document or instrument heretofore or hereafter executed
in connection with this Second Amendment. The limitations of liability provided
herein are in addition to, and not in limitation of, any limitations of
liability otherwise set forth herein or applicable to TRS by law or in any other

contract, agreement or instrument.

6
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the day and year first above written.

LANDLORD:

TEACHERS' RETIREMENT SYSTEM OF
THE STATE OF ILLINOIS

By: Capital Associates Realty Advisors
Corp., its Investment Manager and duly
authorized agent

By: /s/ Thomas J. Pabian
----------------------------------------
Thomas J. Pabian
Its: Executive Vice President

TENANT:

MEDIALINK WORLDWIDE,
INCORPORATED, a Delaware corporation,
doing business as Medialink

By: /s/ J. Graeme McWhirter
-----------------------------------------
Name: J. Graeme McWhirter
----------------------------------
Title: Executive Vice President
----------------------------------

<PAGE>
EXHIBIT A

DRAWING OF LEASED PREMISES

<PAGE>
EXHIBIT B

WORK-LETTER

Landlord and Tenant hereby agree as follows:

1. Incorporation of Definitions. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Second
Amendment to which this Exhibit is attached and in which this Exhibit is
incorporated.

2. Landlord's Work. Landlord, at Landlord's sole cost and expense,
shall commence and diligently prosecute to completion Landlord's Work.
Landlord's Work shall be constructed in a good and workman like fashion, in
accordance with the requirements set forth herein and in compliance with all
applicable laws, ordinances, rules and other governmental requirements,
including, but not limited to, the requirements of Landlord's fire insurance
underwriters and all applicable Environmental Laws and Handicap Access Laws.
Where several sets of the foregoing laws, codes and standards must be met, the
strictest shall apply where not prohibited by another law, code or standard.

3. Contractor. Landlord shall competitively bid Landlord's Work and
Landlord agrees to allow one (1) contractor chosen by Tenant and reasonably
acceptable to Landlord to submit a bid to perform Landlord's Work. Landlord
shall select the contractor which submits the lowest bid to perform Landlord's
Work.

4. Miscellaneous. Except as expressly set forth herein or in the
Amendment, Landlord has no agreement with Tenant and has no obligation to do any
work with respect to the Premises and the Amendment sets forth the entire
agreement of Tenant and Landlord regarding Landlord's Work.

B-1

<PAGE>

EXHIBIT 23.1

The Board of Directors
Medialink Worldwide Incorporated:

We consent to the use of our reports included herein and to the reference to our
firm under the heading 'Experts' in the prospectus.

KPMG PEAT MARWICK LLP

New York, New York
January 7, 1997