EXHIBIT
      10.2

     

    VOTING
      AGREEMENT

     

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

     

    A. Concurrently
      with the execution of this Agreement, Parent, Onstream Merger Corp., a Delaware
      corporation and a wholly-owned subsidiary of Parent ("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 Company Common Stock indicated on the signature pages to this
      Agreement (the “Existing Shares”).

     

    C. As
      a
      material inducement to enter into the Merger Agreement, Parent desires
      Stockholder to agree, and Stockholder is willing to agree, to vote the Existing
      Shares, and such other shares of 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 the
      Company, however called, and in any action by written consent of the
      stockholders of the Company, 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 Merger and adoption of the Merger Agreement;
      (ii) against any Acquisition Proposal or Superior Offer; and (iii) 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 Parent 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 Company Common Stock by reason of any stock
      split, reverse split, stock dividend (including any dividend or distribution
      of
      securities convertible into Company 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 the Company, 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 Parent
      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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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 Company 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 Parent and upon the execution of the Merger
      Agreement. This Agreement may be terminated at any time by mutual written
      consent of Stockholder and Parent. 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 Merger Agreement shall have been adopted 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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 Parent
      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 Parent upon any such violation, Parent shall have the right to
      enforce such covenants and agreements by specific performance, injunctive relief
      or by any other means available to Parent at law or in equity and Stockholder
      hereby irrevocably and unconditionally waives any objection in Parent 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 Parent, to:            

            	
              Onstream
                Media Corporation

            
	 	
              1291
                S.W. 29th Avenue

            
	 	
              Pompano
                Beach, Florida 33069

            
	 	
              Facsimile:
                (954) 917-6660

            
	 	
              Attention:
                Randy Selman

            
	 	 
	 	
              with
                copies to:

            
	 	 
	 	
              Arnstein
                & Lehr LLP

            
	 	
              200
                East Las Olas Boulevard, Suite 1700

            
	 	
              Fort
                Lauderdale, Florida 33301

            
	 	
              Facsimile:
                (954) 713-7700

            
	 	
              Attention:
                Joel D. Mayersohn, Esq.

            
	 	 
	 	
              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 Delaware, 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 Delaware
      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.

     

    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
      the Company or any subsidiary or the Company, 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 the Company or any subsidiary of the Company
      or limit or affect any actions taken by Stockholder solely in his capacity
      as an
      officer or director of the Company or any subsidiary of the Company. Stockholder
      has executed this Agreement solely in his capacity as a stockholder of the
      Company.

     

    6.11 No
      Ownership Interest. Nothing contained in this Agreement shall be deemed to
      vest
      in Parent or Merger Sub 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 Parent and Merger Sub 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, on its own behalf
      and on behalf of all other holders entitled to such rights, all rights to which
      it, any of its affiliates or any other persons may be entitled under any
      registration rights agreement or other arrangement with the Company or otherwise
      covering shares of Company Common Stock. Such waiver shall terminate and be
      of
      no further force and effect 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 this 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 and until such time as Parent effects the registration
      of
      the Parent Common Stock to which Stockholder, its affiliates and any other
      affected persons are entitled in accordance with Section 4.20 of the Merger
      Agreement; provided, that Parent has complied in all material respects with
      such
      Section 4.20. The Company shall be entitled to rely upon and enforce this
      Section 6.12 as a third party beneficiary.

     

    [Signature
      Pages Follow]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    
      	
              ONSTREAM
                MEDIA CORPORATION

            
	 	 
	
              By:

            	
                  
                

            
	
              Name:

            	
                    
                

            
	
              Title:

            	
                    
                

            
	 	 
	
              STOCKHOLDER:

            
	 	 
	
              Stockholder's
                Address:

            
	 	 
	
               

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

            
	 	 

              

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      1

    


    Irrevocable
      Proxy

     

    The
      undersigned stockholder (“Stockholder”) of Onstream Media Corporation, a Florida
      corporation (the “Parent”), hereby revokes any prior proxy and hereby
      irrevocably appoints and constitutes Randy Selman and Alan Saperstein
      (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 Parent 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 Parent’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 Parent 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 Parent, with and into Narrowstep, Inc., a Delaware
      corporation, pursuant to that certain Agreement and Plan of Merger among Parent,
      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