Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2009, Medialink Worldwide Incorporated (the "Company") entered into Payoff, Amendment and Settlement Agreements (the "Settlement Agreements") with the holders of its variable rate convertible debentures under which the Company paid $1,590,000 to fully satisfy the outstanding debentures with a face value of $2,650,000. Upon payment the Company was released from all future obligations and the security interest held by the debenture holders was terminated. The debenture holders continue to hold warrants to purchase a total of 536,729 shares of the Company's common stock, of which 524,637 warrants have a purchase price of $0.50 per share and 12,092 warrants have a purchase price of $3.99 per share. Such warrants expire on November 9, 2009.

Subsequent to signing the Settlement Agreements and receipt of payment thereunder, the former debenture holders gave the Company written notice that they intend to file a complaint seeking to block the Company's recently announced merger.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired

Not applicable

(b) Pro forma financial information

Not applicable

(c) Shell company transactions

Not applicable

(d) Exhibits

4.6 Form of Payoff, Amendment and Settlement Agreement dated as of June 30, 2009.

99.1 Press release of the Company dated July 1, 2009, entitled "Medialink Worldwide Extinguishes Subordinated Debentures."

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