EXHIBIT
      10.3

     

    VOTING
      AGREEMENT

     

    This
      Voting Agreement (the "Agreement") is made and entered into as of
      ______________, 2008, by and between Narrowstep, Inc., a Delaware corporation
      (the "Company") and the undersigned stockholder ("Stockholder") of Onstream
      Media Corporation, a Florida corporation ("ONSM").

     

    A. Concurrently
      with the execution of this Agreement, ONSM, Onstream Merger Corp., a Delaware
      corporation and a wholly-owned subsidiary of ONSM ("Merger Sub") and the Company
      are entering into an Agreement and Plan of Merger (the "Merger Agreement"),
      pursuant to which Merger Sub will be merged with and into the Company (the
      "Merger"). Capitalized terms used but not defined herein shall have the meanings
      given to them in the Merger Agreement.

     

    B. As
      of the
      date hereof, Stockholder has the power to vote or to direct the voting of the
      shares of ONSM Common Stock indicated on the signature pages to this Agreement
      (the “Existing Shares”).

     

    C. As
      a
      material inducement to enter into the Merger Agreement, the Company desires
      Stockholder to agree, and Stockholder is willing to agree, to vote the Existing
      Shares, and such other shares of the Company Common Stock over which Stockholder
      acquires the right to vote after the date hereof (collectively with the Existing
      Shares, the “Shares”), so as to facilitate consummation of the
      Merger.

     

    1. Voting
      of Shares.

     

    1.1 Agreement
      to Vote Shares. Stockholder hereby covenants and agrees that during the
      period commencing on the date hereof and continuing until this Agreement
      terminates pursuant to Section 4 hereof, at any meeting (whether annual or
      special and whether or not an adjourned or postponed meeting) of the
      stockholders of ONSM, however called, and in any action by written consent
      of
      the stockholders of ONSM, Stockholder shall appear at the meeting or otherwise
      cause any and all Shares to be counted as present thereat for purposes of
      establishing a quorum and vote (or cause to be voted) any and all Shares: (i)
      in
      favor of the approval of the Charter Amendment, CVR Issuance and Share Issuance;
      and (ii) against any proposal or transaction which would reasonably be likely
      to
      prevent or delay the consummation of the Merger or the Merger Agreement.
      Stockholder further agrees not to enter into any agreement or understanding
      with
      any person or entity the effect of which would be inconsistent with or violative
      of any provision contained in this Section 1.1. Notwithstanding anything to
      the
      contrary contained herein, nothing in this Agreement shall be construed to
      limit
      or restrict Stockholder from acting in Stockholder's capacity as a director
      or
      officer of the Company or voting in Stockholder's sole discretion on any matter
      other than those matters referred to in the first sentence of this Section
      1.1.

     

    1.2 Irrevocable
      Proxy. Concurrently with the execution of this Agreement, Stockholder agrees
      to deliver to ONSM a proxy in the form attached hereto as Exhibit 1 (the
      "Proxy"), which shall be irrevocable prior to the termination of this Agreement,
      with respect to the Shares, subject to the other terms of this Agreement.



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1.3 Adjustments
      Upon Changes in Capitalization. In the event of any change in the number of
      issued and outstanding shares of ONSM Common Stock by reason of any stock split,
      reverse split, stock dividend (including any dividend or distribution of
      securities convertible into ONSM Common Stock), combination, reorganization,
      recapitalization or other like change, conversion or exchange of shares, or
      any
      other change in the corporate or capital structure of ONSM, the term "Shares"
      shall be deemed to refer to and include the Shares as well as all such stock
      dividends and distributions and any shares into which or for which any or all
      of
      the Shares may be changed or exchanged.

     

    2. Transfer
      and Other Restrictions. Stockholder represents, covenants and agrees that,
      except for the proxy granted in Section 1.2 hereof and as contemplated by this
      Agreement: (i) Stockholder shall not, directly or indirectly, during the period
      commencing on the date hereof and continuing until this Agreement terminates
      pursuant to Section 4 hereof, offer for sale or agree to sell, transfer, tender,
      assign, pledge, hypothecate or otherwise dispose of or enter into any contract,
      option or other arrangement or understanding with respect to, or consent to,
      the
      offer for sale, sale, transfer, tender, pledge hypothecation, encumbrance,
      assignment or other disposition of, or create any Encumbrance of any nature
      whatsoever with respect to, any or all of the Shares or any interest therein;
      (ii) Stockholder shall not grant any proxy or power of attorney, of deposit
      any
      Shares into a voting trust or enter into a voting agreement or other
      arrangement, with respect to the voting Shares (each a "Voting Proxy") except
      as
      provided by this Agreement; and (iii) Stockholder has not granted, entered
      into
      or otherwise created any Voting Proxy which is currently (or which will
      hereafter become) effective, and if any Voting Proxy has been created, such
      Voting Proxy will be effectively revoked upon delivery of the executed Proxy
      as
      provided hereby.

     

    3. Representations
      and Warranties of Stockholder. Stockholder represents and warrants to the
      Company that:

     

    3.1 Authority;
      Validity. If such Stockholder is an entity, (i) the Stockholder has all
      requisite capacity, power and authority to enter into this Agreement and to
      consummate the transactions contemplated hereby and (ii) the execution and
      delivery of this Agreement by Stockholder and the consummation by Stockholder
      of
      the transactions contemplated hereby have been duly and validly authorized
      by
      all necessary action on the part of Stockholder. This Agreement has been duly
      executed and delivered by Stockholder. If this Agreement is being executed
      in a
      representative or fiduciary capacity with respect to Stockholder, the person
      signing this Agreement has full power and authority to enter into and perform
      this Agreement.


    
      
         

      

      
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    3.2 Non-Contravention.
      The execution, delivery and performance of this Agreement does not, and the
      consummation of the transactions contemplated hereby and compliance with the
      provisions hereof will not result in the creation of any encumbrance on the
      Shares (other than those created pursuant to this Agreement) or violate the
      terms of any contract, agreement or arrangement to which the Stockholder is
      a
      party or by which it is bound or to which the Shares may be subject. There
      is no
      beneficiary or holder of a voting trust certificate or other interest of any
      trust of which Stockholder is settlor or trustee or any other person or entity,
      including any governmental entity, whose consent, approval, order or
      authorization is required by or with respect to Stockholder for the execution,
      delivery and performance of this Agreement by Stockholder or the consummation
      by
      Stockholder of the transactions contemplated hereby.

     

    3.3 Title.
      Stockholder has the authority and right to vote the Shares and to grant the
      Proxy as contemplated hereby. The Existing Shares set forth on the signature
      pages hereto are the only shares of ONSM Common Stock as to which Stockholder
      has the power to vote or to direct the voting thereof.

     

    4. Effectiveness;
      Termination; No Survival. This Agreement shall become effective upon its
      execution by Stockholder and the Company and upon the execution of the Merger
      Agreement. This Agreement may be terminated at any time by mutual written
      consent of Stockholder and the Company. This Agreement, and the obligations
      of
      Stockholder hereunder, including, without limitation, Stockholder's obligations
      under Section 1 and Section 2 above, shall terminate, without any action by
      the
      parties hereto, upon the earlier to occur of the following: (i) such date and
      time as the Charter Amendment, Share Issuance and CVR Issuance shall have been
      approved by the stockholders of the Company; (ii) such date and time as the
      Merger Agreement shall have been validly terminated pursuant to Article VIII
      thereof; and (iii) May 1, 2009.

     

    5. Further
      Assurances. Subject to the terms of this Agreement, from time to time,
      Stockholder shall execute and deliver such additional documents and use
      commercially reasonable efforts to take, or cause to be taken, all such further
      actions, and to do or cause to be done, all things reasonably necessary, proper
      or advisable under applicable laws and regulations to consummate and make
      effective the transactions contemplated by this Agreement.

     

    6. Miscellaneous.
      

     

    6.1 Severability.
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions of this Agreement
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated.

     

    6.2 Binding
      Effect and Assignment. This Agreement and all of the provisions hereof shall
      be binding upon and inure to the benefit of the parties hereto and their
      respective successors and permitted assigns, but, except as otherwise
      specifically provided herein, neither this Agreement nor any of the rights,
      interests or obligations of the parties hereto may be assigned by either of
      the
      parties without the prior written consent of the other. Any purported assignment
      in violation of this Section 6 shall be void.


    
      
         

      

      
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    6.3 Amendments
      and Modification. This Agreement may not be modified, amended, altered or
      supplemented except upon the execution and delivery of a written agreement
      executed by the parties hereto.

     

    6.4 Specific
      Performance; Injunctive Relief. The parties hereto acknowledge that the
      Company will be irreparably harmed and that there will be no adequate remedy
      at
      law for a violation of any of the covenants or agreements of Stockholder set
      forth herein. Therefore, it is agreed that, in addition to any other remedies
      that may be available to the Company upon any such violation, the Company shall
      have the right to enforce such covenants and agreements by specific performance,
      injunctive relief or by any other means available to the Company at law or
      in
      equity and Stockholder hereby irrevocably and unconditionally waives any
      objection in the Company seeking so to enforce such covenants and agreements
      by
      specific performance, injunctive relief and other means.

     

    6.5 Notices.
      All notices and other communications hereunder shall be in writing and shall
      be
      deemed given upon delivery either personally or by commercial delivery service,
      or sent via facsimile (receipt confirmed) to the parties at the following
      addresses or facsimile numbers (or at such other address or facsimile numbers
      for a party as shall be specified by like notice).

     

    If
      to the
      Company, to: Narrowstep,
      Inc.

    202
      Carnegie Center, Suite 101

    Princeton,
      New Jersey 08540

    Facsimile:
      (609) 845-1776

    Attention:
      David McCourt

    


    with
      copies to:

    


    Lowenstein
      Sandler PC

    65
      Livingston Avenue

    Roseland,
      New Jersey 07068

    Attention:
      John D. Hogoboom, Esq.

    Telephone:
      (973) 597-2382

    Facsimile:
      (973) 597-2383

    


    If
      to
      Stockholder, at its address set forth on the signature pages
      hereto.

    


    6.6 Governing
      Law; Submission to Jurisdiction. This Agreement shall be governed by and
      construed in accordance with the laws of the State of Florida, regardless of
      the
      laws that might otherwise govern under applicable principles of conflicts of
      law
      thereof. The parties hereby irrevocably and unconditionally consent to submit
      to
      the exclusive jurisdiction to any court in the State of Florida having
      jurisdiction for any actions, suits or proceedings arising out of or relating
      to
      this Agreement (and the parties agree not to commence any action, suit or
      proceeding relating thereto except in such courts), and further agree that
      service of any process, summons, notice or document by U.S. certified mail
      shall
      be effective service of process for any action, suit or proceeding brought
      against the parties in any such court. The parties hereby irrevocably and
      unconditionally waive any objection to the laying of venue of any action, suit
      or proceeding arising out of this Agreement in such courts and hereby further
      irrevocably and unconditionally waive and agree not to plead or claim in any
      such court that any such action, suit or proceeding brought n any such court
      has
      been brought in an inconvenient forum.


    
      
         

      

      
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    6.7 Entire
      Agreement. The Merger Agreement, this Agreement and Proxy granted hereunder
      constitute and contain the entire agreement and understanding of the parties
      with respect to the subject matter and supersede any and all prior negotiations,
      correspondence, agreements, understandings duties or obligations between the
      parties respecting the subject matter hereof.

     

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

     

    6.9 Captions.
      The captions to sections of this Agreement have been inserted only for
      identification and reference purposes and shall not be used to construe or
      interpret this Agreement.

     

    6.10 Stockholder
      Capacity. Notwithstanding anything herein to the contrary, Stockholder makes
      no agreement or understanding herein in his capacity as a director or officer
      of
      ONSM or any subsidiary or ONSM, and the agreements set forth herein shall in
      no
      way restrict Stockholder in the exercise of his fiduciary duties as a director
      or officer of ONSM or any subsidiary of ONSM or limit or affect any actions
      taken by Stockholder solely in his capacity as an officer or director of ONSM
      or
      any subsidiary of ONSM. Stockholder has executed this Agreement solely in his
      capacity as a stockholder of ONSM.

     

    6.11 No
      Ownership Interest. Nothing contained in this Agreement shall be deemed to
      vest in the Company any direct or indirect ownership or incidence of ownership
      of or with respect to the Shares. All rights, ownership and economic benefits
      of
      and relating to such Shares shall remain vested in and belong to Stockholder
      or
      his affiliates, and the Company shall have no authority to direct Stockholder
      in
      the voting or disposition of any Shares, except as otherwise provided
      herein.

     

    6.12 Waiver
      of Registration Rights. Stockholder hereby irrevocably waives all rights to
      which it or any of its affiliates may be entitled under any registration rights
      agreement or other arrangement with ONSM or otherwise covering any shares of
      ONSM Common Stock owned by Stockholder or its affiliates or which Stockholder
      or
      its affiliates have the right to acquire. Such waiver shall terminate and be
      of
      no further force in the event that the Merger Agreement is terminated in
      accordance with its terms; provided, however, that no such termination shall
      have the effect of reinstating any rights or claims which Stockholder may
      otherwise have had if the waiver had not been in place. Any time periods
      specified in such agreements or other arrangements shall be tolled while such
      waiver is in effect. ONSM shall be entitled to rely upon and enforce this
      Section 6.12 as a third party beneficiary.


    
      
         

      

      
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    [Signature
      Pages Follow]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be
      executed as of the date first above written.

     

    
      	
              NARROWSTEP,
                INC.

            
	 	 
	
              By:

            	
                  
                

            
	
              Name:

            	
                   
                

            
	
              Title:

            	
                   
                

            
	 	 
	
              STOCKHOLDER:

               

              Stockholder's
                Address:

            
	 	 
	
                     
                

            
	 	 
	
              Shares
                that Stockholder has the right to vote or direct the voting
                of:

            
	 

              

            


    


    
      
         

      

      
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    Exhibit
      1

     

    Irrevocable
      Proxy

     

    The
      undersigned stockholder (“Stockholder”) of Onstream Media Corporation, a Florida
      corporation (the “Company”), hereby revokes any prior proxy and hereby
      irrevocably appoints and constitutes _______________, _______________ and
      ________________ (collectively, the “Proxyholders”), the agents,
      attorneys-in-fact and proxies of the undersigned, with full power of
      substitution and resubstitution, to vote any and all shares of common stock
      of
      the Company registered in the name of the Stockholder or as to which the
      Stockholder has the right to vote or to direct the vote (collectively, the
      “Shares”) as follows: the Proxyholders named above are empowered at any time
      prior to termination of this proxy to exercise all voting and other rights
      (including, without limitation, the power to execute and deliver written
      consents with respect to the Shares) of the undersigned at every annual,
      special, postponed or adjourned meeting of the Company’s stockholders, and in
      every written consent in lieu of any such meeting, or otherwise cause any and
      all shares to be counted as present thereat for purposes of establishing a
      quorum, (i) in favor of the approval of the Charter Amendment Company Share
      Issuance and CVR Issuance as such terms are defined in the merger agreement
      by
      and among Onstream Merger Corp. (“Merger Sub”), a Delaware corporation and a
      wholly owned subsidiary of the Company, with and into Narrowstep, Inc., a
      Delaware corporation ("Narrowstep"), pursuant to that certain Agreement and
      Plan
      of Merger among Narrowstep, Merger Sub, the Company and the Stockholder
      Representative named therein (the “Merger Agreement”), and (ii) against any
      proposal or transaction which would reasonably be likely to prevent or delay
      the
      consummation of the Merger or the Merger Agreement.

     

    The
      proxy
      granted by Stockholder to the Proxyholders hereby is granted as of the date
      specified below in order to secure the obligations of Stockholders set forth
      in
Section
      1.2
      of that
      certain voting agreement entered into concurrently with the Merger Agreement
      (the “Voting Agreement”), and is irrevocable in accordance with subdivision (e)
      of Section 607.077 of the Florida Business Corporation Act.

     

    This
      proxy will terminate upon the termination of the Voting Agreement in accordance
      with its terms. The undersigned Stockholder authorizes the Proxyholders to
      file
      this proxy and any substitution or revocation of substitution with the Secretary
      of the Company and with any Inspector of Elections at any meeting of the
      stockholders of the Company.

    


    
      	
                   
                

            
	
              Name
                of Stockholder

            


    

    


    Dated:
      May ___, 2008


    
      
         

      

      
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