Senior Vice President - - International Employment Agreement - DAVID DAVIS

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.



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



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





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) month ...