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                                 NARROWSTEP INC.
                              60 PARSONS GREEN LANE
                                 LONDON SW6 4HU
                                 UNITED KINGDOM


                                  May 11, 2005


Allard De Stoppelaar
En Bellevue 8
1163 Etoy
Switzerland


                Re:     Terms of Engagement

Dear Allard:

We are pleased to confirm our mutual understanding regarding your retention by
Narrowstep Inc. (the "COMPANY") in connection with the offerings of the
Company's common stock described below.

1.      TERMS OF OFFERINGS. The Company expects to be offering shares of its
common stock, at an offering price of $1.20 per share, to non-U.S. persons in
offshore transactions in reliance on Regulation S promulgated under the U.S.
Securities Act of 1933, as amended (the "OFFERINGS"). The Offerings shall be
consummated and subscription documents and funds Received (as defined below) on
or prior to May 31, 2005.

2.      APPOINTMENT; DUTIES. The Company engages you, and by signing this
letter, you accept engagement by the Company, to assist the Company in
connection with the Offerings. You agree, on the terms and conditions set forth
in this letter, to identify suitable and appropriate investors for investment in
the Company and in a manner consistent with the instructions of the Company. You
agree that your activities shall be limited to seeking non-U.S. Persons to
purchase the Company's common stock in offshore transactions conforming with
Regulation S and you shall not under any circumstances solicit U.S. persons or
make any directed selling efforts (within the meaning of Regulation S) within
the United States. You shall not use or supply to prospective investors any
solicitation materials other than the offering documents supplied, and any other
materials approved in advance, by the Company. You agree that the Company has
the absolute right in its sole and unreviewable discretion to terminate the
Offerings and, with respect to any prospective investor that you refer to the
Company, to reject or limit the amount of any subscription. In connection with
your providing to the Company the services set forth in this letter, you agree
to at all times comply with the provisions of all laws, rules, regulations and
orders of all applicable governmental, regulatory and administrative bodies or
agencies pertaining to the services to be provided

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under this letter agreement. You shall refrain from soliciting any potential
investor in any jurisdiction the laws of which prohibit or restrict such
solicitation or require the Company to register in such jurisdiction and shall
immediately cease solicitation activities with respect to the Company in any
jurisdiction, if so directed by the Company.

3.      COMPENSATION; REIMBURSEMENT FOR EXPENSES.

        A.      COMMISSION. On all funds Received (as defined below) by the
Company prior to or on May 20, 2005 in respect of investors that you have
referred to the Company in the Offerings ("REFERRED INVESTORS"), the Company
shall pay you a commission of fifteen percent (15%) of such funds. The Company
shall pay you a commission of ten percent (10%) on all funds Received thereafter
in respect of Referred Investors until the termination of the Offerings. Funds
are deemed "RECEIVED" when they have been received by the Company by wire
transfer or cleared in the Company's bank account.

        B.      WARRANTS. In the event that the Company Receives aggregate funds
meeting any of the targets described below, promptly after May 31, 2005, the
Company will issue to each of you and Anthony Aries a warrant (the form of which
shall be reasonably agreeable to you and the Company) to purchase, for an
exercise period of 5 years from the date issuance of such warrant, the following
number of shares of the Company's common stock at an exercise price of $1.20 per
share:

                i.      if the Company Receives funds of at least $250,000
(prior to the payment of the commissions described above) in respect of Referred
Investors on or prior to May 20, 2005, 62,500 shares of the Company's Common
Stock each;

                ii.     if the Company Receives aggregate funds of at least
$1,000,000 (prior to the payment of the commissions described above) in respect
of Referred Investors on or prior to May 31, 2005, in addition to the number of
shares in subparagraph (i) above, if satisfied, 150,000 shares of the Company's
common stock each; and

                iii.    if the Company Receives aggregate funds of at least
$1,250,000 (prior to the payment of the commissions described above) in respect
of Referred Investors on or prior to May 31, 2005, in addition to the number of
shares in subparagraphs (i), if satisfied, and (ii) above, 62,500 shares of the
Company's common stock each.

For example, if in the Offerings Referred Investors invest at least $1,250,000
(at least 1,041,667 shares) on or prior to May 31, 2005, at least $250,000
(208,334 shares) of which was invested on or prior to May 20, 2005, each of you
and Mr. Aries will receive a warrant on the terms set forth above to purchase
275,000 shares of the Company's common stock (550,000 shares total).

In addition, if condition ii. above is satisfied, the Company will issue to a
Referred Investor nominated by yourself, a warrant to purchase, for an exercise
period of 5 years

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from the date issuance of such warrant, 80 000 shares of the Company's common
stock at an exercise price of $1.20 per share.

In addition, the Company will seek to register the shares underlying such
warrants with the Securities and Exchange Commission.

        C.      EXPENSES. You agree to pay your own expenses in performing the
services contemplated by this letter.

4.      TERM; TERMINATION. Any party may terminate this letter agreement upon
        thirty (30) days' written notice to the other party. In addition, any
        party may terminate this letter agreement immediately should any other
        party be in material breach of this letter agreement. Notwithstanding
        the termination of this letter agreement, you shall be entitled to
        receive a selling commission pursuant to Section 3 of this letter
        agreement with respect to a Referred Investor who is introduced prior to
        the termination of this letter agreement and who invests in the Company
        in the Offerings.

5.      MISCELLANEOUS.

        A.      You shall have no authority to bind the Company in any way and
shall make no representations to any investors or other persons relating to
Company or the benefits such investor or other person will receive by becoming
an investor in the Company. You shall at all times be an independent contractor
of the Company.

        B.      No waiver, amendment or other modification of this letter
agreement shall be effective unless in writing and signed by each party to be
bound thereby.

        C.      This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without regard to principles
of conflict of laws. Each of the parties to this letter agreement irrevocably
submits to the non-exclusive jurisdiction of the federal and state courts
located in the State of Delaware for the purpose of any suit, action, proceeding
or judgment relating to or arising out of this letter agreement and the
transactions contemplated hereby.

        D.      This letter agreement may be executed in one or more
counterparts, each of which shall be deemed an original agreement, but all of
which together shall constitute one and the same instrument.

        E.      This letter agreement may not be assigned by operation of law or
otherwise without the prior written consent of each party to this letter
agreement, and any attempted assignment shall be null and void. This letter
agreement shall be binding upon and inure solely to the benefit of the parties
hereto and their respective successors, permitted assigns, if any, and legal
representatives.

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        F.      This letter agreement sets forth a complete understanding
between the parties with respect to the subject matter thereof and supersedes
all prior and contemporaneous agreements and understandings with respect
thereto.

        G.      In the event that any court of competent jurisdiction shall
determine that any one or more of the provisions contained in this letter
agreement shall be unenforceable in any respect, then such provision shall be
deemed limited and restricted to the extent that the court shall deem the
provision to be enforceable. The invalidity or unenforceability of any provision
of this letter agreement shall not affect the validity or enforceability of any
other provision hereof.

        H.      The parties to this letter agreement acknowledge and agree that
this letter agreement has been prepared jointly by the parties to this letter
agreement, and shall not be strictly construed against any party by reason of
the person drafting any given provision of this letter agreement.

        I.      The titles and headings in this letter agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

        J.      You agree that you are not owed any compensation in respect of
any of your prior activities on behalf of the Company.


Please confirm that the foregoing correctly sets forth our agreement by signing
and returning to the Company a copy of this letter agreement.


                                         NARROWSTEP INC.


                                         By:   /s/ Steven Crowther
                                               Steven Crowther
                                               Chief Financial Officer


I confirm the foregoing correctly sets forth our agreement:


                                         By:   /s/ Allard De Stoppelaar
                                               Allard De Stoppelaar


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