<PAGE>

        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 FEBRUARY 22,
2011 (THE "EXPIRATION DATE") UNLESS EARLIER TERMINATED PURSUANT TO SECTION 18
HEREOF.

No. A-__________

                                 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
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.

        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 (or, in certain circumstances, by cashless exercise as provided below)
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 five (5) 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
(as defined below) 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. Except as
provided in the Purchase Agreement (as defined below), 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.

                                      -2-
<PAGE>

        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 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 Warrant, 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 the number of
Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect immediately prior to the date upon which such change shall become
effective, shall be adjusted by the Company so that the Warrantholder thereafter
exercising the Warrant shall be entitled to receive the number of shares of
Common Stock or other capital stock which the Warrantholder would have received
if the Warrant had been exercised immediately prior to such event upon payment
of a Warrant Price that has been adjusted to reflect a fair allocation of the
economics of such event to the Warrantholder. 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 (a "Fundamental Transaction"), then,
unless the provisions of Section 18 apply, as a condition of such Fundamental
Transaction, 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 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

                                      -3-
<PAGE>

immediately theretofore issuable upon exercise of the Warrant, had such
Fundamental Transaction 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 Fundamental Transaction unless prior to or
simultaneously with the consummation thereof the successor corporation (if other
than the Company) resulting from such Fundamental Transaction, 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 Fundamental Transactions.

                (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 Nasdaq Stock Market, Inc.
("Nasdaq"), 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 Nasdaq, 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 Nasdaq, 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 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

                                      -4-
<PAGE>

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.

                (f)     Except as provided in subsection (g) hereof, if and
whenever the Company shall issue or sell, or is, in accordance with any of
subsections (f)(l) through (f)(7) hereof, deemed to have issued or sold, any
shares of Common Stock for no consideration or for a consideration per share
less than the Warrant Price in effect immediately prior to the time of such
issue or sale, then and in each such case (a "TRIGGER ISSUANCE") the
then-existing Warrant Price, shall be reduced, as of the close of business on
the effective date of the Trigger Issuance, to a price determined as follows:

                Adjusted Warrant Price = (A X B) + D
                                         -----------
                                             A+C

                                where

                                "A" equals the number of shares of Common Stock
outstanding, calculated in a fully diluted basis, including Additional Shares of
Common Stock (as defined below) deemed to be issued hereunder, immediately
preceding such Trigger Issuance;

                                "B" equals the Warrant Price in effect
immediately preceding such Trigger Issuance;

                                "C" equals the number of Additional Shares of
Common Stock issued or deemed issued hereunder as a result of the Trigger
Issuance; and

                                "D" equals the aggregate consideration, if any,
received or deemed to be received by the Company upon such Trigger Issuance;

provided, however, that in no event shall the Warrant Price after giving effect
to such Trigger Issuance be greater than the Warrant Price in effect prior to
such Trigger Issuance.

                                      -5-
<PAGE>

                For purposes of this subsection (f), "Additional Shares of
Common Stock" shall mean all shares of Common Stock issued by the Company or
deemed to be issued pursuant to this subsection (f), other than Excluded
Issuances (as defined in subsection (g) hereof).

                For purposes of this subsection (f), the following subsections
(f)(l) to (f)(7) shall also be applicable:

                        (f)(1)  Issuance of Rights or Options. In case at any
                time the Company shall in any manner grant (directly and not by
                assumption in a merger or otherwise) any warrants or other
                rights to subscribe for or to purchase, or any options for the
                purchase of, Common Stock or any stock or security convertible
                into or exchangeable for Common Stock (such warrants, rights or
                options being called "Options" and such convertible or
                exchangeable stock or securities being called "Convertible
                Securities") whether or not such Options or the right to convert
                or exchange any such Convertible Securities are immediately
                exercisable, and the price per share for which Common Stock is
                issuable upon the exercise of such Options or upon the
                conversion or exchange of such Convertible Securities
                (determined by dividing (i) the sum (which sum shall constitute
                the applicable consideration) of (x) the total amount, if any,
                received or receivable by the Company as consideration for the
                granting of such Options, plus (y) the aggregate amount of
                additional consideration payable to the Company upon the
                exercise of all such Options, plus (z), in the case of such
                Options which relate to Convertible Securities, the aggregate
                amount of additional consideration, if any, payable upon the
                issue or sale of such Convertible Securities and upon the
                conversion or exchange thereof, by (ii) the total maximum number
                of shares of Common Stock issuable upon the exercise of such
                Options or upon the conversion or exchange of all such
                Convertible Securities issuable upon the exercise of such
                Options) shall be less than the Warrant Price in effect
                immediately prior to the time of the granting of such Options,
                then the total number of shares of Common Stock issuable upon
                the exercise of such Options or upon conversion or exchange of
                the total amount of such Convertible Securities issuable upon
                the exercise of such Options shall be deemed to have been issued
                for such price per share as of the date of granting of such
                Options or the issuance of such Convertible Securities and
                thereafter shall be deemed to be outstanding for purposes of
                adjusting the Warrant Price. Except as otherwise provided in
                subsection 8(f)(3), no adjustment of the Warrant Price shall be
                made upon the actual issue of such Common Stock or of such
                Convertible Securities upon exercise of such Options or upon the
                actual issue of such Common Stock upon conversion or exchange of
                such Convertible Securities.

                        (f)(2)  Issuance of Convertible Securities. In case the
                Company shall in any manner issue (directly and not by
                assumption in a merger or otherwise) or sell any Convertible
                Securities, whether or not the rights to exchange or convert any
                such Convertible Securities are immediately exercisable, and the
                price per share for which Common Stock is issuable upon such
                conversion or exchange (determined by dividing (i) the sum
                (which sum shall constitute the applicable

                                      -6-
<PAGE>

                consideration) of (x) the total amount received or receivable by
                the Company as consideration for the issue or sale of such
                Convertible Securities, plus (y) the aggregate amount of
                additional consideration, if any, payable to the Company upon
                the conversion or exchange thereof, by (ii) the total number of
                shares of Common Stock issuable upon the conversion or exchange
                of all such Convertible Securities) shall be less than the
                Warrant Price in effect immediately prior to the time of such
                issue or sale, then the total maximum number of shares of Common
                Stock issuable upon conversion or exchange of all such
                Convertible Securities shall be deemed to have been issued for
                such price per share as of the date of the issue or sale of such
                Convertible Securities and thereafter shall be deemed to be
                outstanding for purposes of adjusting the Warrant Price,
                provided that (a) except as otherwise provided in subsection
                8(f)(3), no adjustment of the Warrant Price shall be made upon
                the actual issuance of such Common Stock upon conversion or
                exchange of such Convertible Securities and (b) no further
                adjustment of the Warrant Price shall be made by reason of the
                issue or sale of Convertible Securities upon exercise of any
                Options to purchase any such Convertible Securities for which
                adjustments of the Warrant Price have been made pursuant to the
                other provisions of subsection 8(f).

                        (f)(3)  Change in Option Price or Conversion Rate. Upon
                the happening of any of the following events, namely, if the
                purchase price provided for in any Option referred to in
                subsection 8(f)(l) hereof, the additional consideration, if any,
                payable upon the conversion or exchange of any Convertible
                Securities referred to in subsections 8(f)(l) or 8(f)(2), or the
                rate at which Convertible Securities referred to in subsections
                8(f)(l) or 8(f)(2) are convertible into or exchangeable for
                Common Stock shall change at any time (including, but not
                limited to, changes under or by reason of provisions designed to
                protect against dilution), the Warrant Price in effect at the
                time of such event shall forthwith be readjusted to the Warrant
                Price which would have been in effect at such time had such
                Options or Convertible Securities still outstanding provided for
                such changed purchase price, additional consideration or
                conversion rate, as the case may be, at the time initially
                granted, issued or sold. On the termination of any Option for
                which any adjustment was made pursuant to this subsection 8(f)
                or any right to convert or exchange Convertible Securities for
                which any adjustment was made pursuant to this subsection 8(f)
                (including without limitation upon the redemption or purchase
                for consideration of such Convertible Securities by the
                Company), the Warrant Price then in effect hereunder shall
                forthwith be changed to the Warrant Price which would have been
                in effect at the time of such termination had such Option or
                Convertible Securities, to the extent outstanding immediately
                prior to such termination, never been issued.

                        (f)(4)  Stock Dividends. Subject to the provisions of
                this Section 8(f), in case the Company shall declare a dividend
                or make any other distribution upon any stock of the Company
                (other than the Common Stock) payable in Common Stock, Options
                or Convertible Securities, then any Common Stock, Options or
                Convertible Securities, as the case may be, issuable in payment
                of such dividend or distribution shall be deemed to have been
                issued or sold without consideration.

                                      -7-
<PAGE>

                        (f)(5)  Consideration for Stock. In case any shares of
                Common Stock, Options or Convertible Securities shall be issued
                or sold for cash, the consideration received therefor shall be
                deemed to be the amount paid to the Company before deduction of
                any fees and expenses incurred by the Company in connection
                therewith. In case any shares of Common Stock, Options or
                Convertible Securities shall be issued or sold for a
                consideration other than cash, the amount of the consideration
                other than cash received by the Company shall be deemed to be
                the fair value of such consideration as determined in good faith
                by the Board of Directors of the Company, before deduction of
                any fees and expenses incurred by the Company in connection
                therewith. In case any Options shall be issued in connection
                with the issue and sale of other securities of the Company,
                together comprising one integral transaction in which no
                specific consideration is allocated to such Options by the
                parties thereto, such Options shall be deemed to have been
                issued for such consideration as determined in good faith by the
                Board of Directors of the Company. If Common Stock, Options or
                Convertible Securities shall be issued or sold by the Company
                and, in connection therewith, other Options or Convertible
                Securities (the "Additional Rights") are issued, then the
                consideration received or deemed to be received by the Company
                shall be reduced by the fair market value of the Additional
                Rights (as determined using the Black-Scholes option pricing
                model or another method mutually agreed to by the Company and
                the Warrantholder). The Board of Directors of the Company shall
                respond promptly, in writing, to an inquiry by the Warrantholder
                as to the fair market value of the Additional Rights. In the
                event that the Board of Directors of the Company and the
                Warrantholder are unable to agree upon the fair market value of
                the Additional Rights, 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 evenly by the
                Company and the Warrantholder.

                        (f)(6)  Record Date. In case the Company shall take a
                record of the holders of its Common Stock for the purpose of
                entitling them (i) to receive a dividend or other distribution
                payable in Common Stock, Options or Convertible Securities or
                (ii) to subscribe for or purchase Common Stock, Options or
                Convertible Securities, then such record date shall be deemed to
                be the date of the issue or sale of the shares of Common Stock
                deemed to have been issued or sold upon the declaration of such
                dividend or the making of such other distribution or the date of
                the granting of such right of subscription or purchase, as the
                case may be.

                        (f)(7)  Treasury Shares. The number of shares of Common
                Stock outstanding at any given time shall not include shares
                owned or held by or for the account of the Company or any of its
                wholly-owned subsidiaries, and the disposition of any such
                shares (other than the cancellation or retirement thereof) shall
                be considered an issue or sale of Common Stock for the purpose
                of this subsection (f).

                                      -8-
<PAGE>

                (g)     Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment of the Warrant Price in the
case of the issuance of (A) capital stock, Options or Convertible Securities
issued to directors, officers, employees or consultants of the Company in
connection with their service as directors of the Company, their employment by
the Company or their retention as consultants by the Company pursuant to an
equity compensation program approved by the Board of Directors of the Company or
the compensation committee of the Board of Directors of the Company, (B) shares
of Common Stock issued upon the conversion or exercise of Options or Convertible
Securities issued prior to the date hereof, provided such securities are not
amended after the date hereof to increase the number of shares of Common Stock
issuable thereunder or to lower the exercise or conversion price thereof, (C)
securities issued pursuant to that certain Purchase Agreement dated February 22,
2006, among the Company and the Investors named therein (the "Purchase
Agreement") and securities issued upon the exercise or conversion of those
securities, (D) shares of Common Stock issued or issuable by reason of a
dividend, stock split or other distribution on shares of Common Stock (but only
to the extent that such a dividend, split or distribution results in an
adjustment in the Warrant Price pursuant to the other provisions of this
Warrant), (E) capital stock, Options or Convertible Securities issued or
issuable pursuant to a merger, consolidation or stock or asset acquisition
approved by the Company's Board of Directors, (F) capital stock, Options or
Convertible Securities issued, or deemed issued, to any individual, vendor or
other entity with which the Company has a business relationship, provided that
the primary purpose for such issuance is not to provide financing for the
Company, (G) capital stock, Options or Convertible Securities issued, or deemed
issued, pursuant to any debt financing from a bank or other lender, any real
property lease or any equipment leasing arrangement approved by the Company's
Board of Directors, and (H) the issuance, or deemed issuance, of securities of
the Company for any purpose and in any amount as approved by the Majority
Holders (as defined below) (collectively, "Excluded Issuances").

        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.

                                      -9-
<PAGE>

        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.

        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.
                            60 Parsons Green Lane
                            London SW6 4HU
                            United Kingdom

                                    and

                            116 Village Blvd, Suite 200
                            Princeton, NJ 08540
                            Attention:  Steve Crowther, Chief Financial 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.     REGISTRATION RIGHTS. The initial Warrantholder is
entitled to the benefit of certain registration rights with respect to the
shares of Common Stock issuable upon the exercise of this Warrant as provided in
the Registration Rights Agreement entered into with the original

                                      -10-
<PAGE>

Warrantholder (the "Registration Rights Agreement"), and any subsequent
Warrantholder may be entitled to such rights.

        Section 15.     SUCCESSORS. All the covenants and provisions hereof by 3
or for the benefit of the Warrantholder shall bind and inure to the benefit of
its respective successors and assigns hereunder.

        Section 16.     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 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 17.     CASHLESS EXERCISE. Notwithstanding any other provision
contained herein to the contrary, from and after the first anniversary of the
Closing Date (as defined in the Purchase Agreement) and so long as the Company
is required under the Registration Rights Agreement to have effected the
registration of the Warrant Shares for resale to the public pursuant to a
Registration Statement (as such term is defined in the Registration Rights
Agreement), if the Warrant Shares may not be freely sold to the public for any
reason (including, but not limited to, the failure of the Company to have
effected the registration of the Warrant Shares or to have a current prospectus
available for delivery or otherwise, but excluding the period of any Allowed
Delay (as defined in the Registration Rights Agreement), the Warrantholder may
elect to receive, without the payment by the Warrantholder of the aggregate
Warrant Price in respect of the shares of Common Stock to be acquired, shares of
Common Stock of equal value to the value of this Warrant, or any specified
portion hereof, by the surrender of this Warrant (or such portion of this
Warrant being so exercised) together with a Net Issue Election Notice, in the
form annexed hereto as Appendix B, duly executed, to the Company. Thereupon, the
Company shall issue to the Warrantholder such number of fully paid, validly
issued and nonassessable shares of Common Stock as is computed using the
following formula:

                                      -11-
<PAGE>

                                  X = Y (A - B)
                                      ---------
                                          A

where

                        X =     the number of shares of Common Stock to which
the Warrantholder is entitled upon such cashless exercise;

                        Y =     the total number of shares of Common Stock
covered by this Warrant for which the Warrantholder has surrendered purchase
rights at such time for cashless exercise (including both shares to be issued to
the Warrantholder and shares as to which the purchase rights are to be canceled
as payment therefor);

                        A =     the "Market Price" of one share of Common Stock
as at the date the net issue election is made; and

                        B =     the Warrant Price in effect under this Warrant
at the time the net issue election is made.

        Section 18.     FORCED EXERCISE. Notwithstanding any other provision
contained in this Warrant to the contrary, unless the Company and the
Warrantholder otherwise agree, in the event that the Company effects a
Fundamental Transaction and, in connection therewith, holders of Common Stock
receive consideration per share having a fair market value (as determined in
good faith by the Company's Board of Directors) of at least 300% of the Warrant
Price, this Warrant shall be deemed to have been automatically exercised
pursuant to Section 17 hereof without any action by the Warrantholder as of the
effective time of such Fundamental Transaction. The Company and, by accepting
this Warrant, the Warrantholder hereby agree to take such further action as may
be necessary to effect such exercise pursuant to this Section 18. The Company
shall, if practicable, provide prompt prior notice of any Fundamental
Transaction to the Warrantholder, but the failure of the Company to provide such
notice shall not affect the exercise of this Warrant pursuant to this Section
18.

        [Section 19.    LIMITATIONS ON EXERCISE.

                (a)     Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares that may be acquired by the Warrantholder
upon any exercise of this Warrant (or otherwise in respect hereof) shall be
limited to the extent necessary to insure that, following such exercise (or
other issuance), the total number of shares of Common Stock then beneficially
owned by such Warrantholder and its Affiliates (as such term is defined in the
Purchase Agreement) and any other Persons (as such term is defined in the
Purchase Agreement) whose beneficial ownership of Common Stock would be
aggregated with the Warrantholder's for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), does not
exceed 4.999% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. This provision shall not

                                      -12-
<PAGE>

restrict the number of shares of Common Stock which a Warrantholder may receive
or beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a transaction
contemplated by Section 8 of this Warrant. By written notice to the Company, the
Warrantholder may waive the provisions of this Section 20(a), but any such
waiver will not be effective until the 61st day after delivery of such notice,
nor will any such waiver effect any other Warrantholder.

                (b)     Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares that may be acquired by the Warrantholder
upon any exercise of this Warrant (or otherwise in respect hereof) shall be
limited to the extent necessary to insure that, following such exercise (or
other issuance), the total number of shares of Common Stock then beneficially
owned by such Warrantholder and its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the
Warrantholder's for purposes of Section 13(d) of the Exchange Act, does not
exceed 9.999% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. This provision shall not restrict the number of shares
of Common Stock which a Holder may receive or beneficially own in order to
determine the amount of securities or other consideration that such Holder may
receive in the event of a transaction contemplated by Section 8 of this Warrant.
This restriction may not be waived.](1)

        Section 20.     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 21.     AMENDMENT; WAIVER. This Warrant is one of a series of
Warrants of like tenor issued by the Company pursuant to the Purchase Agreement
and initially covering an aggregate of 6,133,333 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.

        Section 22.     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.

-------------
(1) To be included only at the request of an Investor.


                                      -13-
<PAGE>

        IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the 22nd day of February, 2006.

                                           NARROWSTEP INC.


                                           By:
                                              -------------------------------
                                           Name: Steve Crowther
                                           Title: Senior Vice President and
                                           Chief Financial Officer




                                      -14-
<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 or any change whatever,         Name (please print)
unless the Warrant has been assigned.
                                            ------------------------------------

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

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

                                            Assignee:
                                            ------------------------------------

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

                                      -15-
<PAGE>

                                   APPENDIX B
                                 NARROWSTEP INC.
                            NET ISSUE ELECTION NOTICE


To: Narrowstep Inc.

Date:[_________________________]


        The undersigned hereby elects under SECTION 17 of this Warrant to
surrender the right to purchase [____________] shares of Common Stock pursuant
to this Warrant and hereby requests the issuance of [_____________] shares of
Common Stock. The certificate(s) for the shares issuable upon such net issue
election shall be issued in the name of the undersigned or as otherwise
indicated below.


-----------------------------------------
Signature

-----------------------------------------
Name for Registration

-----------------------------------------
Mailing Address





                                      -16-