<PAGE>
                                                                    Exhibit 10.2


        THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH
SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

        THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON MARCH 2, 2012
(THE "EXPIRATION DATE").

No.


                                 NARROWSTEP INC.

                  WARRANT TO PURCHASE _______________ SHARES OF
                   COMMON STOCK, PAR VALUE $0.000001 PER SHARE

        FOR VALUE RECEIVED, ____________________ ("Warrantholder"), is entitled
to purchase, subject to the provisions of this Warrant, from Narrowstep Inc., a
Delaware corporation ("Company"), at any time not later than 5:00 P.M., Eastern
time, on the Expiration Date (as defined above), at an exercise price per share
equal to $0.60 (the exercise price in effect being herein called the "Warrant
Price"), _____________ shares ("Warrant Shares") of the Company's Common Stock,
par value $0.000001 per share ("Common Stock"). The number of Warrant Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as described herein. This Warrant is issued
pursuant to the terms and conditions of a Purchase Agreement, dated as of March
2, 2007 (the "Purchase Agreement"), between the Company and the Warrantholder.
Capitalized terms used herein have the respective meanings ascribed thereto in
the Purchase Agreement unless otherwise defined herein.

        Section 1. REGISTRATION. The Company shall maintain books for the
transfer and registration of the Warrant. Upon the initial issuance of this
Warrant, the Company shall issue and register the Warrant in the name of the
Warrantholder.

        Section 2. TRANSFERS. As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933, as amended (the "Securities Act"), or an exemption from such
registration. Subject to such restrictions, the Company shall transfer this
Warrant from time to time upon the books to be maintained by the Company for
that purpose, upon surrender hereof for transfer, properly endorsed or
accompanied by appropriate instructions for transfer and such other documents as
may be reasonably required by the Company, including, if required by the
Company, an opinion of its counsel to the effect that such transfer is exempt
from the registration requirements of the Securities Act, to establish that such
transfer is being made in accordance with the terms hereof, and a new Warrant
shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Company.


<PAGE>


        Section 3. EXERCISE OF WARRANT. Subject to the provisions hereof, the
Warrantholder may exercise this Warrant, in whole or in part, at any time prior
to its expiration upon surrender of the Warrant, together with delivery of a
duly executed Warrant exercise form, in the form attached hereto as Appendix A
(the "Exercise Agreement") and payment by cash, certified check or wire transfer
of funds of the aggregate Warrant Price for that number of Warrant Shares then
being purchased, to the Company during normal business hours on any business day
at the Company's principal executive offices (or such other office or agency of
the Company as it may designate by notice to the Warrantholder). The Warrant
Shares so purchased shall be deemed to be issued to the Warrantholder or the
Warrantholder's designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been surrendered (or the
date evidence of loss, theft or destruction thereof and security or indemnity
satisfactory to the Company has been provided to the Company), the Warrant Price
shall have been paid and the completed Exercise Agreement shall have been
delivered. Certificates for the Warrant Shares so purchased shall be delivered
to the Warrantholder within a reasonable time, not exceeding three (3) business
days, after this Warrant shall have been so exercised. The certificates so
delivered shall be in such denominations as may be requested by the
Warrantholder and shall be registered in the name of the Warrantholder or such
other name as shall be designated by the Warrantholder, as specified in the
Exercise Agreement. If this Warrant shall have been exercised only in part,
then, unless this Warrant has expired, the Company shall, at its expense, at the
time of delivery of such certificates, deliver to the Warrantholder a new
Warrant representing the right to purchase the number of shares with respect to
which this Warrant shall not then have been exercised. As used herein, "business
day" means a day, other than a Saturday or Sunday, on which banks in New York
City are open for the general transaction of business. Each exercise hereof
shall constitute the re-affirmation by the Warrantholder that the
representations and warranties contained in Section 5 of the Purchase Agreement
are true and correct in all material respects with respect to the Warrantholder
as of the time of such exercise.

        Section 4. COMPLIANCE WITH THE SECURITIES ACT OF 1933. The Company may
cause the legend set forth on the first page of this Warrant to be set forth on
each Warrant, and a similar legend on any security issued or issuable upon
exercise of this Warrant, unless counsel for the Company is of the opinion as to
any such security that such legend is unnecessary.

        Section 5. PAYMENT OF TAXES. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the Warrantholder in respect of which such shares are
issued, and in such case, the Company shall not be required to issue or deliver
any certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established to
the Company's reasonable satisfaction that such tax has been paid. The
Warrantholder shall be responsible for income taxes due under federal, state or
other law, if any such tax is due.

        Section 6. MUTILATED OR MISSING WARRANTS. In case this Warrant shall be
mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and
substitution of and upon surrender and cancellation of the mutilated Warrant, or
in lieu of and substitution for the Warrant

                                      -2-

<PAGE>


lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a
like number of Warrant Shares, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of the Warrant,
and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or
bond with respect thereto, if requested by the Company.

        Section 7. RESERVATION OF COMMON STOCK. The Company hereby represents
and warrants that there have been reserved, and the Company shall at all
applicable times keep reserved until issued (if necessary) as contemplated by
this Section 7, out of the authorized and unissued shares of Common Stock,
sufficient shares to provide for the exercise of the rights of purchase
represented by this Warrant. The Company agrees that all Warrant Shares issued
upon due exercise of the Warrant shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company.

        Section 8. ADJUSTMENTS. Subject and pursuant to the provisions of this
Section 8, the Warrant Price and number of Warrant Shares subject to this
Warrant shall be subject to adjustment from time to time as set forth
hereinafter.

                (a)     If the Company shall, at any time or from time to time
while this Warrant is outstanding, pay a dividend or make a distribution on its
Common Stock in shares of Common Stock, subdivide its outstanding shares of
Common Stock into a greater number of shares or combine its outstanding shares
of Common Stock into a smaller number of shares or issue by reclassification of
its outstanding shares of Common Stock any shares of its capital stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then (i) the Warrant
Price in effect immediately prior to the date on which such change shall become
effective shall be adjusted by multiplying such Warrant Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such change and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after giving effect to
such change and (ii) the number of Warrant Shares purchasable upon exercise of
this Warrant shall be adjusted by multiplying the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior to the date on which
such change shall become effective by a fraction, the numerator of which is
shall be the Warrant Price in effect immediately prior to the date on which such
change shall become effective and the denominator of which shall be the Warrant
Price in effect immediately after giving effect to such change, calculated in
accordance with clause (i) above. Such adjustments shall be made successively
whenever any event listed above shall occur.

                (b)     If any capital reorganization, reclassification of the
capital stock of the Company, consolidation or merger of the Company with
another corporation in which the Company is not the survivor, or sale, transfer
or other disposition of all or substantially all of the Company's assets to
another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition, lawful and adequate provision shall be made whereby each
Warrantholder shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise of the Warrant,
such

                                      -3-

<PAGE>


shares of stock, securities or assets as would have been issuable or payable
with respect to or in exchange for a number of Warrant Shares equal to the
number of Warrant Shares immediately theretofore issuable upon exercise of the
Warrant, had such reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of each
Warrantholder to the end that the provisions hereof (including, without
limitation, provision for adjustment of the Warrant Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock, securities or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation, merger, sale, transfer or
other disposition unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than the Company) resulting from
such consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall assume
the obligation to deliver to the Warrantholder, at the last address of the
Warrantholder appearing on the books of the Company, such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the
Warrantholder may be entitled to purchase, and the other obligations under this
Warrant. The provisions of this paragraph (b) shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales,
transfers or other dispositions.

                (c)     In case the Company shall fix a payment date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness or assets
(other than cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends or distributions referred to in Section
8(a)), or subscription rights or warrants, the Warrant Price to be in effect
after such payment date shall be determined by multiplying the Warrant Price in
effect immediately prior to such payment date by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market Price (as defined below) per share of Common Stock immediately
prior to such payment date, less the fair market value (as determined by the
Company's Board of Directors in good faith) of said assets or evidences of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such Market Price per share of Common Stock
immediately prior to such payment date. "Market Price" as of a particular date
(the "Valuation Date") shall mean the following: (a) if the Common Stock is then
listed on a national stock exchange, the closing sale price of one share of
Common Stock on such exchange on the last trading day prior to the Valuation
Date; (b) if the Common Stock is then quoted on the National Association of
Securities Dealers, Inc. OTC Bulletin Board (the "Bulletin Board") or such
similar quotation system or association, the closing sale price of one share of
Common Stock on the Bulletin Board or such other quotation system or association
on the last trading day prior to the Valuation Date or, if no such closing sale
price is available, the average of the high bid and the low asked price quoted
thereon on the last trading day prior to the Valuation Date; or (c) if the
Common Stock is not then listed on a national stock exchange or quoted on the
Bulletin Board or such other quotation system or association, the fair market
value of one share of Common Stock as of the Valuation Date, as determined in
good faith by the Board of Directors of the Company and the Warrantholder. If
the Common Stock is not then listed on a national securities exchange, the
Bulletin Board or such other quotation system or association, the Board

                                      -4-

<PAGE>


of Directors of the Company shall respond promptly, in writing, to an inquiry by
the Warrantholder prior to the exercise hereunder as to the fair market value of
a share of Common Stock as determined by the Board of Directors of the Company.
In the event that the Board of Directors of the Company and the Warrantholder
are unable to agree upon the fair market value in respect of subpart (c) of this
paragraph, the Company and the Warrantholder shall jointly select an appraiser,
who is experienced in such matters. The decision of such appraiser shall be
final and conclusive, and the cost of such appraiser shall be borne equally by
the Company and the Warrantholder. Such adjustment shall be made successively
whenever such a payment date is fixed.

                (d)     An adjustment to the Warrant Price shall become
effective immediately after the payment date in the case of each dividend or
distribution and immediately after the effective date of each other event which
requires an adjustment.

                (e)     In the event that, as a result of an adjustment made
pursuant to this Section 8, the Warrantholder shall become entitled to receive
any shares of capital stock of the Company other than shares of Common Stock,
the number of such other shares so receivable upon exercise of this Warrant
shall be subject thereafter to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Warrant.

        Section 9. FRACTIONAL INTEREST. The Company shall not be required to
issue fractions of Warrant Shares upon the exercise of this Warrant. If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional
share of Common Stock on the date of exercise.

        Section 10. BENEFITS. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall be for the sole and exclusive benefit of the Company and the
Warrantholder.

        Section 11. NOTICES TO WARRANTHOLDER. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Company shall promptly give
written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Failure to give such notice to the Warrantholder or any
defect therein shall not affect the legality or validity of the subject
adjustment.

        Section 12. IDENTITY OF TRANSFER AGENT. The Transfer Agent for the
Common Stock is Registrar and Transfer Company. Upon the appointment of any
subsequent transfer agent for the Common Stock or other shares of the Company's
capital stock issuable upon the exercise of the rights of purchase represented
by the Warrant, the Company will mail to the Warrantholder a statement setting
forth the name and address of such transfer agent.

                                      -5-

<PAGE>


        Section 13. NOTICES. Unless otherwise provided, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery,
then such notice shall be deemed given upon such delivery, (ii) if given by
telex or facsimile, then such notice shall be deemed given upon receipt of
confirmation of complete transmittal, (iii) if given by mail, then such notice
shall be deemed given upon the earlier of (A) receipt of such notice by the
recipient or (B) three days after such notice is deposited in first class mail,
postage prepaid, and (iv) if given by an internationally recognized overnight
air courier, then such notice shall be deemed given one business day after
delivery to such carrier. All notices shall be addressed as follows: if to the
Warrantholder, at its address as set forth in the Company's books and records
and, if to the Company, at the address as follows, or at such other address as
the Warrantholder or the Company may designate by ten days' advance written
notice to the other:

                        If to the Company:

                                 Narrowstep Inc.
                                 Battersea Studios
                                 80 Silverthorne Road
                                 London  SW8 3HE
                                 United Kingdom

                                       and

                                 116 Village Blvd, Suite 200
                                 Princeton, NJ 08540
                                 Attention: David C. McCourt, Interim Chief
                                 Executive Officer
                                 Fax:  (609) 951 2252

                        With a copy to:

                                 Lowenstein Sandler PC
                                 65 Livingston Avenue
                                 Roseland, NJ 07068
                                 Attention:  John D. Hogoboom
                                 Fax:  (973) 597-2383


        Section 14. SUCCESSORS. All the covenants and provisions hereof by or
for the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.

        Section 15. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL. This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without reference to the choice of law
provisions thereof. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably submits to the exclusive jurisdiction

                                      -6-

<PAGE>


of the courts of the State of New York located in New York County and the United
States District Court for the Southern District of New York for the purpose of
any suit, action, proceeding or judgment relating to or arising out of this
Warrant and the transactions contemplated hereby. Service of process in
connection with any such suit, action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Warrant. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Warrantholder, each irrevocably
waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE
WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

        Section 16. MANDATORY EXERCISE PROVISION. [Notwithstanding any other
provision contained in this Warrant to the contrary, in the event that the
closing bid price per share of Common Stock as quoted on the Bulletin Board (or
such other exchange or stock market on which the Common Stock may then be listed
or quoted) equals or exceeds three times the then-current Warrant Price for
twenty (20) consecutive trading days, the Company, upon thirty (30) days prior
written notice (the "Notice Period") given to the Warrantholder within one
business day immediately following the end of such twenty (20) trading day
period, may demand that the Warrantholder exercise its exercise rights
hereunder, and the Warrantholder must exercise its rights hereunder prior to the
end of the Notice Period; provided that the Company simultaneously gives a
similar notice to all holders of Company Warrants (as defined below). If such
exercise is not made or if only a partial exercise is made, any and all rights
to further exercise the Warrant shall cease upon the expiration of the Notice
Period.

        Section 17. NO RIGHTS AS STOCKHOLDER. Prior to the exercise of this
Warrant, the Warrantholder shall not have or exercise any rights as a
stockholder of the Company by virtue of its ownership of this Warrant.

        Section 18. AMENDMENT; WAIVER. This Warrant is one of a series of
Warrants of like tenor issued or issuable by the Company pursuant to the
Purchase Agreement and initially covering an aggregate of up to 5,000,000 shares
of Common Stock (collectively, the "COMPANY WARRANTS"). Any term of this Warrant
may be amended or waived (including the adjustment provisions included in
Section 8 of this Warrant) upon the written consent of the Company and the
holders of Company Warrants representing at least 50% of the number of shares of
Common Stock then subject to all outstanding Company Warrants (the "MAJORITY
HOLDERS"); PROVIDED, that (x) any such amendment or waiver must apply to all
Company Warrants; and (y) the number of Warrant Shares subject to this Warrant,
the Warrant Price and the Expiration Date may not be amended, and the right to
exercise this Warrant may not be altered or waived, without the written consent
of the Warrantholder.

                                      -7-

<PAGE>


        Section 19. SECTION HEADINGS. The section headings in this Warrant are
for the convenience of the Company and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.




                                      -8-


<PAGE>



        IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the 2nd day of March, 2007.

                                                  NARROWSTEP INC.



                                                  By:
                                                     ---------------------------
                                                  Name:  Lisa VanPatten
                                                  Title: Chief Financial Officer


                                      -9-


<PAGE>




                                   APPENDIX A
                                 NARROWSTEP INC.
                              WARRANT EXERCISE FORM

To Narrowstep Inc.:

        The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant ("Warrant") for, and to purchase
thereunder by the payment of the Warrant Price and surrender of the Warrant,
_______________ shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:


                           -------------------------------
                           Name

                           --------------------------------
                           Address

                           -------------------------------

                           -------------------------------
                           Federal Tax ID or Social Security No.

and delivered by  (certified mail to the above address, or
                  (electronically (provide DWAC Instructions:______________), or
                  (other (specify): __________________________________________).

and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the balance of
the Warrant Shares purchasable upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.


Dated: ___________________, ____

Note:  The signature must correspond with
       Signature:______________________________
the name of the Warrantholder as written
on the first page of the Warrant in every           ----------------------------
particular, without alteration or enlargement       Name (please print)
or any change whatever, unless the Warrant
has been assigned.
                                                    ----------------------------
                                                    ----------------------------
                                                    Address

                                                    ----------------------------
                                                    Federal Identification or
                                                    Social Security No.

                                                    Assignee:

                                                    ----------------------------
                                                    ----------------------------
                                                    ----------------------------