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AGREEMENT dated as of June 11, 2002 among Narrowstep Inc., a corporation having
an address at 29 Queen Anne Street, London W1G 9HU, England ("Narrowstep") and
Iolo Jones, an individual having an address at 103B South Hill Park, London NW3
2SP, England ("Jones").

Whereas, Jones has represented that he is the owner of all the outstanding
shares of Narrowstep Ltd. ("Ltd."), a corporation organized under the laws of
England and Wales, which is engaged in the business of commercialising the
streaming of content, over the Internet, to targeted audiences, a concept called
"Narrowcasting"; and

Whereas, Management of Narrowstep believes the Narrowcasting business of Ltd.
can be profitable and attractive to investors; and

Whereas, Narrowstep is planning to raise capital by selling to investors
("Investors") a minimum of $250,000 of its common shares ("Shares") and a
maximum of $1,350,000 of its Shares, at a price of $0.20 per Share, in a private
offering of its Shares ("Offering") so that, after the Offering, the Investors
would own no more than forty (40%) of Narrowstep s outstanding Shares and Jones
would own 5,062,500 Shares, representing 30% of Narrowsteps Shares; and

Whereas, Jones believes it would be advantageous for him for Ltd. s
Narrowcasting business to be owned by Narrowstep, the parties hereby agree to
the following:

Upon Narrowstep raising at least $250,000 in the Offering,

                1. Jones agrees to sell to Narrowstep, for a purchase price of
                GBP30,000, one (1) share of Ltd. s outstanding shares, which
                Jones represents are all the outstanding shares of Ltd., thereby
                making Ltd. a wholly-owned subsidiary of Narrowstep;

                2. In connection with his sale to Narrowstep of all his shares
                in Ltd., Jones agrees to assign to Narrowstep (i) all of his
                interests in patents granted or patent applications pending in
                connection with the Narrowstep Player, Narrowstep Adserver,
                Narrowstep Content Manager, Narrowstep Network, and Narrowstep
                Bureau Services (the list of patents granted and patents applied
                for is set forth at Appendix A); (ii) all of his assets relating
                to

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                the intellectual property of the Narrowcast business such as (a)
                the URLs for Narrowstep.com, Narrowstep.tv, Narrowstep.co.uk,
                and Narrowstep.net., (b) trademarks, (c) business support
                materials, and (d) any other rights or assets necessary for the
                development of the Narrowcasting business; and (iii) rights in
                any consulting agreements he or Ltd. is engaged in;

                3. Narrowstep agrees to pay Jones an annual salary of GBP65,000
                for serving as Narrowstep s Chief Executive Officer and Chief
                Technical Officer;

                4. Jones will assign to Narrowstep his rights in any consulting
                services he is providing to outside parties, unrelated to the
                Narrowcasting business. Jones will be entitled to receive 80% of
                the revenues received from such consulting, after payment of all
                related expenses, with Narrowstep retaining the remaining 20%.
                Any revenues received from consulting conducted by Jones in
                connection with the Narrowcast business shall belong in its
                entirety to Narrowstep;

If the Offering does not raise at least $250,000, Narrowstep, or its assignee,
shall have the right to purchase from Jones all his Shares in Narrowstep for the
same purchase price that Jones paid for the Shares.

ACCEPTED AND AGREED TO:

Narrowstep Inc.

By:  /s/ Paul Robinson
   ----------------------------------
Paul Robinson
Chairman of the Board of Directors


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     /s/ Iolo Jones
   ----------------------------------
Iolo Jones, Individually



                                   APPENDIX A


                    [LIST OF PATENTS AND PATENT APPLICATIONS]






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