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AGREEMENT
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Dated this 1st day of September 2004


BETWEEN NARROWSTEP LTD whose registered offices are at No1 Marylebone High
        Street, London W1M 3PA ("the Client")

                                       AND

ADAMAO LTD of 22 HARRISON CLOSE. TWYFORD, BERKS, RG10 8AJ, ENGLAND
        ("the Contractor")

WHEREAS

The Client wishes to appoint the Contractor to provide the services set out in
Schedule 1 (the "Services") and the Contractor wishes to supply the Services
under the terms of this agreement (including its schedules (the "Agreement" or
"Contract").

IT IS HEREBY AGREED AS FOLLOWS:

1.      SERVICES

1.1     The Contractor will provide the Services to the Client in accordance
        with the Clients' reasonable instructions at such times and places end
        in accordance with such standards as the Client shall reasonably
        require.

1.2     The Contractor warrants that he is qualified to provide these services.

1.3     The Contractor warrants that he is free to enter into this Agreement and
        that in doing so he will not be in breach of any obligation to any third
        party.

1.1     In supplying the Services the Contractor agrees to comply with the
        reasonable requirements of the Client and to advise the Client whenever
        it considers that the Client's requirements may be unsuitable or
        undesirable for whatever reason.

1.2     The Contractor represents, warrants and undertakes to the Client that:

        (a)     the Services shall meet in all material respects the Client's
                requirements as described to the Contractor (in Schedule 1 or
                otherwise);

        (b)     there is no third party whose consent is necessary in order for
                the Client to exercise the rights granted or purported to be
                granted to it by the Contractor pursuant to and in the terms of
                this Agreement; and


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        (c)     it shall perform the Services with reasonable skill and care and
                shall give priority to the provision of the Services over other
                business activities undertaken by the Contractor.

1.6     The Contractor shall perform and deliver the Services within such
        timescales as are agreed between the parties (such agreement not to be
        unreasonably withheld by the Contractor.) For the avoidance of doubt,
        time shall be of the essence in relation to all timescales in this
        Agreement associated with the Contractor.

1.7.    The Contractor shall keep detailed records of all acts and things done
        by it in relation to the provision of the Services and at the Client's
        reasonable request shall make them available for inspection and provide
        copies to the Client.

1.8     The Contractor acknowledges that it shall ensure that any equipment,
        software or property located on the Client's premises are covered by an
        insurance policy held in its name or the name of the owner of that
        equipment, software or property. To the maximum extent permitted by
        applicable law the Client excludes all liability to the Contractor, its
        agents, or sub-contractors in respect of loss of or damage to equipment,
        software or property which is incurred on premises controlled by the
        Client.

1.9     The Contractor may send a substitute or delegate to perform the services
        subject to approval from Client. Where a substitute or delegate is sent
        by the Contractor all parts of this Agreement, jointly and severally
        shall apply to the substitute. The Contractor is solely responsible for
        arranging payments to the substitute or delegate and the delegate is
        answerable only to the Contractor. Should the Client decline approval
        for the use of a substitute then this Agreement will be terminated
        subject to clause 7 of this document.

1.10    The Contractor undertakes that any substitute shall be suitably
        qualified and will be fully briefed and trained at the Contractor's
        expense.

2.      DURATION

        This Agreement shall commence on the date at the head of this Agreement
        until terminated under these terms and conditions.

3.      FEES

3.1     In consideration of the provision of the Services the Contractor will be
        paid the fees set out in Schedule 1.

3.2     The Contractor will invoice monthly and all fees will be due and settled
        immediately on receipt of the Contractor's invoice. Overdue invoices
        will be subject to interest charged at the rate of Barclays base rate
        plus 5% pa.


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3.3     Unless otherwise stated all costs expressed in or in connection with
        this Agreement are expressed exclusive of value added or other
        applicable and relevant sales taxes.

3.4     Reasonable expenses associated with the provision of the Services will
        be paid on submission of an expense form. The Client agrees to pay
        Contractor's expenses only reasonably incurred. Fully evidenced expenses
        shall be paid by the Client to the contractor or (if relevant) its
        agents or subcontractors.

3.5     Same as 9.6

4.      CHANGE CONTROL

4.1     The Client may at any time request changes to the Services.

4.2     The Contractor shall not be obliged to agree to any request or
        recommended change. It shall not unreasonably withhold its agreement to
        such request.

5.      CONFIDENTIALITY

5.1     The Client and the Contractor both agree not to disclose any information
        about the other or its working practices to any other Party without
        express written permission, in accordance with the 'Mutual Non
        Disclosure Agreement', appended to this Agreement, Schedule 2. Any work
        carried out in accordance with this Agreement shall also remain
        confidential.

5.2     The Contractor will at all times work in accordance with the relevant
        Rules and Regulations of the SEC.

5.      INTELLECTUAL PROPERTY RIGHTS

6.1     The Contractor hereby assigns to the Client with full title guarantee
        all rights, title and interests including (without limitation) all
        world-wide intellectual property rights (including, without limitation,
        copyright, patents, trade marks, design rights - registered or
        unregistered - database rights or any equivalent worldwide rights)
        ("Intellectual Property Rights") in the subject matter of the Services
        developed for the Client including any related to prototypes of
        applications, designs or developments whether or not utilised by the
        Client.

6.2     The Contractor, where applicable, waives absolutely in favour of the
        Client and agrees never to assert any moral right it may have by virtue
        of the Copyright, Designs and Patents Act 1988 and, so far as it is
        legally possible, any broadly equivalent rights that they may have in
        any territory of the world.


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6.3     The contractor shall at the request of the Client do such acts and
        execute such documents as the Client may reasonably require in order to
        effect or confirm the provisions of this clause. For the avoidance of
        doubt nothing in this Contract shall serve to vest any of the Client's
        existing intellectual property rights in the Contractor.

7.      TERMINATION

7.1     Either Party shall be entitled to terminate this Agreement with
        immediate effect if the other Party is in breach of its obligations as
        set out in this Agreement.

7.2     If the Client terminates this Agreement pursuant to clause 7.1. the
        Contractor shall not be entitled to receive any further fees from the
        date of termination other than the accrued fees due and payable at that
        date.

7.3

7.4     Upon termination for whatever reason, both parties shall immediately
        deliver up to the other Party any property of the other Party which the
        first Party has no contractual rights to retain.

7.5     Notice of termination and any other notices served under the Agreement
        shall be made in writing and served by hand or by registered mail to the
        address at the top of this Agreement.

7.6     The termination of this Agreement whether pursuant to the provisions of
        this clause or any other clause of this Agreement shall save as
        expressly otherwise provided be without prejudice to any rights of
        either Party which have accrued prior to the date of effective
        termination of this Agreement.

7.7     Contractor agrees that for the duration of this Agreement and for 6
        months following its final termination, including any notice period,
        without the express written consent of the Client no approach or offer
        regarding employment is to be made by or on behalf of the Contractor or
        its agents to employees, officers or contractors engaged by the Client
        and with whom the Contractor (or its employees, officers, agents or
        sub-contractors) have had contact in connection with the supply of the
        Services or otherwise in connection with this Agreement. Contractor
        acknowledges that payment to the Client to compensate it for its costs
        associated with replacing any such employee, officer or contractor will
        likely be required to obtain such consent.

7.8     Upon termination or completion of the agreement the Contractor agrees
        that Peter Lloyd shall immediately resign as CFO and Director of
        Narrowstep Inc and as Director of all Narrowstep subsidiaries and shall
        relinquish any other roles and responsibilities as an Officer of the
        Client company and company subsidiaries.


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8.      WARRANTIES

8.1     The Contractor represents, warrants and undertakes to the Client that it
        will use all reasonable endeavours to ensure that the services are
        provided in line with current best practices, including adherence to
        GAAP accounting procedures.

8.2     The Contractor represents, warrants and undertakes that the services
        will be carried out with due diligence and professional standards of
        care.

8.3     The Contractor shall use all reasonable endeavours to ensure the
        reasonable continuity of services under this Agreement.

9.5     The Contractor hereby agrees to indemnify the Client and keep the Client
        indemnified against all and any liability incurred by the Client arising
        from any proceedings actions claims or demands brought or made against
        Client by any third party for direct breach of any services provided by
        the Contractor or the Contractor's employees or substitutes.

9.6     The Contractor hereby agrees that they will at all times be responsible
        for due and timely payment of appropriate taxes and fully indemnify the
        Client from all and any claims arising from this Contract arising from
        demands for employment taxes, contributions or benefit payments.

10.     INDEMNITY

10.1    The Client will be relying upon the Contractor's skill, expertise, and
        experience in performing the Services and also upon the accuracy of all
        statements made and any advice given by the Contractor in connection
        with the provision of the Services and the Contractor agrees to
        indemnify the Client and keep the Client indemnified against all loss,
        damage, costs, legal costs, and professional and other expenses of any
        nature whatsoever incurred or suffered by the Client or by a third party
        as a result of such reliance.

10.2    For the avoidance of doubt, for the purposes of this Agreement the
        Contractor's personnel shall at all times be deemed to be the
        Contractor's employees whether such personnel are at the Client's site
        or anywhere else.

10.3    The provisions of this clause shall survive the termination of this
        Agreement howsoever caused.

11.     ENTIRE AGREEMENT

11.1    The parties agree that this Agreement contains the entire agreement of
        the parties end supersede all prior agreements, understandings or
        arrangements between them and further each Party acknowledges:


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        (a)     that it has not entered into this Agreement on the basis of, and
                does not rely, and has not relied upon, any statement or
                representation (whether negligently made or innocently made) or
                warranty or other provision (whether oral, written, express or
                implied) except those expressly repeated or referred to in this
                Agreement; and

        (b)     the only remedy or remedies available in respect of any
                misrepresentation or untrue statement made to it shall be a
                claim for breach of this Agreement; and

        (c)     each Party further acknowledges that this clause shall not apply
                to any statement, representation or warranty made fraudulently
                or to any provision of this Agreement which was induced by fraud
                so that nothing in this Agreement shall affect the remedies
                available to the parties in respect of such fraudulent matters.

12.     RIGHTS OF THIRD PARTIES

        Unless expressly provided in this Agreement. no term of this Agreement,
        no term of this Agreement is enforceable pursuant to the Contracts
        (Rights of Third Parties) Act 1999 by any person who is not a Party to
        it.

13.     GOVERNING LAW AND VARIATION

13.1    This Agreement shall be governed in all respects by the law of England
        and any dispute hereunder shall be subject to the exclusive jurisdiction
        of the English courts.

13.2    This Agreement shall be capable of being varied only by an instrument in
        writing under the hand of an officer or other representative of each of
        the parties hereto duly authorised in that behalf.

14.     SUB-CONTRACTING OR ASSIGNMENT

        Contractor may not assign or transfer any element of this Agreement or
        all or any of its rights hereunder without the prior written consent of
        the Client.

15.     DATA PROTECTION

        Contractor warrants that it shall comply with its obligations under the
        Data Protection Acts 1984 and 1998, any subsequent UK legislation
        implementing Directive 95/46/EU or Directive 97/66/EU and under the
        Acts.

16.     SEVERABILITY

        This Agreement is severable in that if any provision hereof is
        determined to be illegal or unenforceable by any court of competent
        jurisdiction such provision shall be deemed to have been deleted without
        affecting the remaining provisions of this Agreement


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17.     NO PARTNERSHIP, ETC

        Nothing in this Agreement shall constitute or be deemed to constitute a
        partnership between the parties hereto or constitute or be deemed to
        constitute either Party the agent of the other for any purpose
        whatsoever and neither Party shall have any authority or power to bind
        the other or to contract in the name of or create a liability against
        the other.

18.     WAIVER

        No failure by either Party to exercise any right or remedy available to
        it hereunder nor any delay so to exercise any such right to remedy shall
        operate as a waiver thereof nor shall any single or partial exercise of
        any right or remedy preclude any other or further exercise thereof or
        the exercise of any other right or remedy.

19.     NOTICES

        Any notice to be given hereunder by either Party to the other shall be
        in writing and delivered personally sent by prepaid recorded delivery or
        registered post to the addressee at the addressees registered office for
        the time being or by fax or e-mail and shall be deemed to be received if
        delivered personally at the time of receipt if sent by post at the
        expiration of 48 hours after being placed in the post (having been
        correctly addressed) whether or not received or if by fax or e-mail 24
        hours after despatch to the correct fax number or e-mail address of the
        addressee.




I hereby declare that I am authorised to enter into this contract and do so
without duress.



Signed an behalf of Adamao Ltd by Peter Lloyd:

/s/ Peter Lloyd

Signed on behalf of Narrowstep Inc:

/s/ Iolo Jones

Name:  Iolo Jones


Position: Chief Executive Officer


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                                   Schedule 1

THE SERVICES

The role will be to focus (almost exclusively) on completing the SEC filing.
Also to continue acting as de facto Chief Financial Officer of Narrowstep Inc.


PERIOD

This contract is initially for a fixed period of four months that may be renewed
thereafter, or if earlier until the completion of the SEC filing process and the
company's shares being declared effective for trading by the SEC.


FEE

The fee shall be (pound)20,000 exclusive of VAT which will be paid monthly in
(pound)5,000+ VAT instalments or as a lump sum at the end of the Period, should
this be less than four months.


RESPONSE TIMES

The Contractor is required to inform the Client of his availability giving a
minimum of seven days' notice.


OTHER

        1.     The invoice presented for August 2004 is settled as billed.
        2.     The monthly and final payments are made along with all the other
                 salaries a few days before month-end with no delays. Once the
                 filing is declared effective the balance of the (pound)20k is
                 due immediately, again with no delays.
        3.     These figures exclude any reasonable expenses which will be
                 settled in a timely fashion.
        4.     Any further work that is required after Dec 31st or on going
                 effective will either be by agreement or on the previous terms.
        5.     Full support is provided and minimal delays in approving any
                 work considered essential to the filing by the key services
                 suppliers EY, LS, RKCO and LSG.
        6.     The options granted to Peter Lloyd under the previous contract
                 dated 20th November 2003 remain valid and in place and survive
                 this agreement.


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                                   Schedule 2

                         MUTUAL NON DISCLOSURE AGREEMENT

The Parties intend to enter into discussions and correspondence about certain
projects ("the Projects"). During the discussions and correspondence the Parties
may acquire or disclose Confidential Information (as defined below). Each Party
recognises and acknowledges the value and confidential nature of the
Confidential Information and that damage could result to the other Party if it
is disclosed to any third party.

The purpose of the Agreement is to set out the terms and conditions upon which
each Party will disclose and receive Confidential Information from the other
Party.

It is agreed as follows:

INTERPRETATION

For the purpose of this Agreement:

1.1     "Agreement" means this agreement and any schedule attached to this
        agreement;

1.2     "Associate" or "Associates" means an Associate Company and any director,
        officer, employee, consultant, representative, agent, advisor or other
        associate of a Party.

1.3     "Associate Company" means any holding company or subsidiary undertaking
        of such Party and any other subsidiary undertaking of any such holding
        company. For these purposes "holding company" and "subsidiary
        undertaking" shall have the meanings given in the Companies Act 1985 (as
        amended).

1.4     "Confidential Information" means

        (a)     all information relating to the the business of a Party or its
                Associate which is disclosed by either Party or its Associates
                in writing, orally, on disc or otherwise to the other Party (or
                its Associate) including (without limitation):

                (i)     the information (if any) specified in SCHEDULE 2 to this
                        Agreement: and

                (ii)    any information relating to the operation, plans,
                        intentions, know-how, trade secrets, software, source
                        code, object code, technical specification, research and
                        development, analyses, compilation and studies, market
                        opportunities, customers and potential customers,
                        business and/or financial affairs of the other Party or
                        of any Associate, customer or potential customer of any
                        Associate;

        (b)     this Agreement and its contents; and


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        (c)     the fact that the parties are or were at any time discussing the
                Proposal.

For the avoidance of doubt, Confidential Information does not include
information which:

        (d)     at or after the time of disclosure to or acquisition by the
                Receiving Party or its Associates is in the public domain
                otherwise than through a breach of this Agreement by the
                Receiving Party; or

        (e)     was lawfully within the possession of the Receiving Party or any
                of its Associates prior to its disclosure to the Receiving Party
                or such Associate by or on behalf of the Disclosing Party or its
                Associates provided that the source of such information was not
                bound by or subject to a confidentiality agreement with the
                Disclosing Party or any of its Associates in respect or by
                fiduciary or other similar duties of confidentiality thereto in
                respect; or

        (f)     the Receiving Party is required to disclose by law, any Court of
                competent jurisdiction, any Government agency or regulatory body
                lawfully requesting the same or by the regulations or any
                recognised Stock Exchange provided that the Receiving Party
                notified the Disclosing Party in advanoc of such disclosure.

1.8     "the Disclosing Party" means the Party or its Associate who discloses
        any Confidential Information.

1.7     "the Receiving Party" means the Party or its Associate who receives or
        otherwise obtains any Confidential Information.

The headings in this Agreement are for convenience only and do not affect the
meaning of this Agreement.


UNDERTAKINGS


2.1     In consideration of Confidential Information being made available to it
        both Parties agree (and represent, warrant and undertake that may will
        procure that their Associates agree in writing) to:

        (a)     keep all Confidential Information strictly confidential and not
                to disclose the same without express prior written consent of
                the Disclosing Party;

        (b)     not use or copy in any manner (or authorise or permit the use or
                copying of) the whole or part of any Confidential Information
                for any purpose other than evaluating the Proposal internally;


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        (c)     restrict access to any Confidential Information to such of its
                Associates who need to know such information for the purpose of
                evaluating the Proposal internally only;

        (d)     not any time without the prior written consent of the Disclosing
                Party discuss with any Associate of the Disclosing Party any
                Confidential Information or any other matter in connection with
                the discussions that are taking or have taken place in relation
                to the Proposal;

        (e)     procure that each of its Associates and any third party who has
                been disclosed any Confidential Information observe the terms of
                this Agreement as if it were a Party to it and the Receiving
                Party shall be responsible for any breach of the undertakings in
                this Agreement by way of its Associates or any such third party;

        (f)     not use information for its own or its Associates competitive
                advantage; and

        (g)     not undertake any marketing activity or make any public
                announcement concerning the other Party, its business, products
                or services, the Proposal or its products or services which have
                benefited from or make use of information provided pursuant to
                this Agreement without the prior written consent of the
                Disclosing Party.

2.2     Each Party warrants to the other that neither it nor any of its
        Associates has disclosed or made use of Confidential Information which
        would be a breach of any of clauses 2.1 to 2.8 if such provisions had
        been in force prior to the data of this Agreement.


3.      FURTHER UNDERTAKINGS

        The Receiving Party will, in the event of the Disclosing Party
        requesting in writing, immediately return to the Disclosing Party,
        delete or destroy all Confidential Information in all recorded forms
        including any stored in an electronic database (together with any
        copies) in its possession or under its control) and confirm such return,
        deletion or destruction in writing to the Disclosing Party save that the
        Receiving Party may for the purposes only of compliance with legal
        regulatory and professional obligations preserve (but subject to a
        continuing duty to keep such information confidential) copies of the
        Confidential Information.


4.      NO REPRESENTATIONS OR WARRANTIES

        Save in respect of fraud, neither Party gives any warranty as to the
        accuracy or completeness of information supplied pursuant to this
        agreement. Save for personal injury or death caused by it or its
        Associate's negligence or for fraud, neither Party nor its Associates
        shall have any responsibility or liability to the other whatsoever
        arising in respect of the other's use of any Confidential Information
        disclosed under this Agreement.


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5.      NO OFFER

        The Receiving Party agrees that the provision of Confidential
        Information made available to it for the purpose of the Proposal does
        not and will not constitute any offer by or to any Party nor will any
        such documents or information form the basis of any contract. For the
        avoidance of doubt neither Party shall be under any obligation to
        disclose any information.


6.      PROPRIETORSHIP

        All Confidential Information and any intellectual property rights in
        such Confidential Information shall remain the property of the Party
        which supplies it an except as expressly provided in this Agreement,
        neither Party grants any license in respect of any Confidential
        Information.


7.      DURATION

        This Agreement shall commence on the date at the head of this Agreement
        and continue in full force and effect indefinitely (and for the
        avoidance of doubt whether or not the parties reach an agreement on the
        Proposal).


8.      CONSEQUENCES OF BREACH

        The Receiving Party undertakes that it will indemnify and keep
        indemnified the Disclosing Party and its Associates from and against all
        losses, damages, costs, expense, claims, demands and other liabilities
        or whatsoever nature arising as a direct result of any use or disclosure
        of Confidential Information in breach of the terms of this Agreement
        provided that in no circumstance shall either Party be liable for any
        indirect or consequential loss (including loss of profit) suffered by
        the other or its Associates.


9.      RIGHTS

9.1     All rights granted to either Party shall be cumulative and nor
        exhaustive of any rights and remedies which is not capable of exclusion
        by law. Any failure or delay by either Party in exercising any right,
        power or privilege hereunder shall not act as a waiver hereunder nor
        shall any single or partial exercise preclude any further exercise of
        any rights, power or privilege by such Party.


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9.2     No variation of the Agreement shall be effective unless in writing
        signed by a director on behalf of each Party.


10.     ENTIRE AGREEMENT

        This Agreement represents the entire agreement and understanding of the
        parties with respect to the subject matter hereof and supersedes all
        prior understandings and representations, whether written or oral, with
        respect thereto.

        Each Party acknowledges that:

        It does not enter into this Agreement on the basis of and does not rely,
        and has not relied, upon any statement or representation (whether
        negligent or innocent) or warranty or other provision (in any case
        whether oral, written, express or implied) made or agreed to by any
        person (whether a Party to this Agreement or not) except those expressly
        repeated or referred to in this Agreement and the only remedy or
        remedies available in respect of any misrepresentation or untrue
        statement made to it shall be a claim for breach of contract under this
        Agreement.

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