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                                                                   EXHIBIT 10.21


THIS AGREEMENT is made effective as of the 1st day of January, 2005

BETWEEN:

(1) NARROWSTEP INC, a Delaware corporation, having an office at 35F 429 E 52nd
St., New York, NY (the "Company");

AND

(2) STEVEN CROWTHER, an individual residing at 194 Clover Lane, Princeton NJ
08540 (the "Employee," and together with the Company, the "Parties").

THE PARTIES AGREE as follows:

1 (A) Definitions

In this Agreement, unless otherwise defined herein or the context otherwise
requires, the following words or expressions have the following meanings:

WORDS AND EXPRESSIONS MEANING:

"Affiliate" means, with respect to any specified Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such specified Person. As used in
this definition, the term "control"(including the terms "controlled by" and
"under common control with") means, with respect to the relationship between or
among two or more Persons, the possession, directly or indirectly, of the power
to direct or cause the direction of the affairs of management of a Person,
whether through the ownership of voting securities, as trustee or executor, by
contract or otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person.

the "Board" means the current or future Board of Directors of the Company.

"Confidential Information" means information relating to the business, products,
affairs and finances of the Company or of any Group Company or of any of its or
their suppliers, clients or customers that is now or hereafter confidential to
it or to them or treated by it or them as such and trade secrets (including,
without limitation, technical data and know-how) relating to the business of the
Company or of any Group Company or of any of its or their suppliers, clients or
customers;

the "Employment" means the Employee's employment with the Company;

the "Group" means the Company and the Group Companies;

"Group Company" means any company that is now or hereafter an Affiliate of the
Company;

"Permitted Activities" means those activities in which the Employee is permitted
to be engaged in addition to his activities as a director and an employee of the
Company, as set out in Schedule 2 annexed hereto and made a part hereof;

"Person" means any corporation, association, partnership, limited liability
company, organization, business, other entity, individual, government or
political subdivision thereof or governmental agency.

the "Salary" means the salary referred to in clause 6(A).

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(B) References to clauses and schedules are, unless otherwise stated, to clauses
of and schedules to this Agreement.

(C) The headings to the clauses are for convenience only and shall not affect
the construction or interpretation of this Agreement.

2. EMPLOYMENT

                (A) Commencing on January 1, 2005, the Company employs the
                Employee and the Employee accepts employment, in the capacity
                set out in Schedule 1 annexed hereto and made a part hereof
                and/or in such other capacity as the Company from time to time
                reasonably directs, upon the terms and subject to the conditions
                of this Agreement.

3. DURATION OF THE EMPLOYMENT

                (A) The Employment under this Agreement shall commence on
                January 1, 2005 and shall continue until terminated pursuant to
                the terms of this Agreement. During the first 6 months of the
                Employment, either Party may terminate this Agreement by giving
                to the other not less than 3 months' advance written notice of
                termination. Thereafter, either Party may terminate this
                Agreement by giving the other not less than 6 months' advance
                written notice of termination. Subject to Board approval,
                following July 1, 2006, the mutual notice period will increase
                to 12 months' advance written notice. Employee will not be
                required to perform services for the Company following service
                of notice of termination by the Company and may obtain
                alternative employment during the notice period, subject to the
                restrictions contained in this Agreement. Company will remain
                liable for full payment of salary and benefits during the notice
                period. Notwithstanding the preceding sentence, to the extent
                prohibited by the terms of the applicable benefit plans and
                programs, Company will not be required to provide benefits
                during the notice period; provided, however, in the event that
                the continuation of medical insurance benefits are prohibited
                during the notice period, then, subject to Employee's timely
                election of COBRA coverage and provided that Employee continues
                to make contributions to such continuation coverage equal to the
                Employee's contribution amount to medical insurance in effect
                immediately preceding the date of notice of termination, the
                Company shall pay the remaining portion of Employee's healthcare
                continuation payments under COBRA during the notice period,
                unless Employee becomes eligible to obtain alternate healthcare
                coverage from a new employer during the notice period, in which
                case the Company's obligation to contribute to Employee's cost
                of COBRA coverage shall cease. Employee understands that if
                Employee wishes to obtain COBRA coverage after the notice
                period, Employee must pay all costs and fees for such additional
                coverage in accordance with COBRA.

                (B) At any time during any period of notice of termination
                (whether given by the Company or the Employee), the Company
                shall be under no obligation to assign any duties to the
                Employee and shall be entitled to exclude him from its premises.

                (C) The Employee's period of continuous employment with the
                Company began on 01/01/2005. The Employment is with the Company
                and is not continuous with any previous employment with any
                previous employer.

                (D) The Employee represents and warrants that he is not bound by
                or subject to any court order, agreement, arrangement or
                undertaking which in any way restricts or prohibits him from
                entering into this Agreement or from performing his duties under
                it.

4. SCOPE OF THE EMPLOYMENT

                (A) During the Employment the Employee shall:

                        (i) devote the whole of his time, attention and skill to
                        the business and affairs of the Company both during
                        normal business hours and during such additional hours

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                        as are necessary for the proper performance of his
                        duties or as the Board may reasonably require from time
                        to time, subject to the Employee's ability to carry out
                        Permitted Activities to the extent set out in Schedule 2
                        attached hereto and made a part hereof;

                        (ii) faithfully and diligently perform such duties and
                        exercise such powers consistent with his position as may
                        from time to time be assigned to or vested in him by the
                        Board to a standard that is acceptable to the Board;

                        (iii) obey the reasonable and lawful directions of the
                        Board; and

                        (iv) comply with all the Company's rules, regulations,
                        policies and procedures from time to time in force.

5. PLACE OF WORK

                (A) The Employee's place of work will initially be from his
                Princeton, New Jersey residence, but the Company may require the
                Employee to undertake reasonable travel (both within the United
                States and abroad) and to work from Company's offices at 35F 429
                E 52nd ST, New York, NY or at such other location within a
                commuting time not greater than the commuting time between
                Princeton, New Jersey and Company's offices in New York, NY.

6. REMUNERATION.

                (A) For all services rendered by the Employee in any capacity
                during the Employment (including, without limitation, services
                as an officer, director or member of any committee of the
                Company or any Group Company), the Company shall pay to the
                Employee a salary at the rate set out in Schedule 1, which
                Salary shall be payable, in arrears, in accordance with the
                Company's normal payroll practices (but in no event less
                frequently than semi-monthly).

                (B) Employee acknowledges that all payments to the Employee
                under this Agreement shall be subject to applicable withholdings
                and other customary payroll deductions. The Employee also agrees
                to make any payment to the Company of any legitimate sums owed
                by him to the Company upon demand by the Company at any time.

7. EXPENSES

                (A) The Company shall promptly reimburse the Employee in respect
                of expenses reasonably incurred by him in the proper performance
                of his duties, subject to his providing such receipts or other
                appropriate evidence as the Company may require.

8. VACATION

                (A) The Employee shall be entitled, in addition to all paid
                Company-observed holidays, to the number of working days paid
                vacation as set out in Schedule 1 in each vacation year (being
                the period from January 1 to December 31). The Employee may take
                his vacation only at such times as are agreed by his manager and
                shall not be entitled to be absent on vacation for a period
                exceeding ten working days at any one time.

                (B) In the respective vacation years in which the Employment
                commences or terminates, the Employee's entitlement to vacation
                shall accrue on a pro rata basis for each completed calendar
                month of service during the relevant year.

                (C) If, on the termination of the Employment, the Employee has
                exceeded his accrued vacation entitlement, the value of such
                excess, calculated by reference to clause 8(B) and the Salary,
                may be deducted from any sums due to him and if there are no
                such sums due, the Employee shall repay such excess to the
                Company on such termination. If the Employee has

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                any unused vacation entitlement, the Company will make a payment
                to him in lieu of it, calculated as above.

                (D) Vacation entitlement for one vacation year cannot be taken
                in subsequent vacation years, unless otherwise agreed by the
                Board. Failure to take vacation entitlement in the appropriate
                vacation year will lead to forfeiture of any accrued vacation
                not taken without any right to payment in lieu of it.

                (E) The Employee may take unpaid leave at the Board's
                discretion.

                (F) The Employee will be entitled to bereavement leave at the
                Board's discretion, which shall not be unreasonably withheld or
                delayed.

9. SICKNESS BENEFITS

                (A) Subject to clause 14, the Company shall continue to pay the
                Employee's Salary for up to a maximum of the number of working
                days' absence as set out in Schedule 1 on medical grounds in any
                period of 3 calendar months provided that the Employee shall
                from time to time if required:

                        (i) supply the Company with medical certificates
                        covering any period of sickness or incapacity exceeding
                        seven days (including weekends); and

                        (ii) undergo at the Company's expense, by a doctor
                        appointed by the Company, any medical examination.

                (B) Payment in respect of any other or further period of absence
                shall be at the Company's discretion.

                (C) Any payment to the Employee pursuant to clause 9(A) shall be
                subject to set off by the Company in respect of any disability,
                workers' compensation or other benefits to which the Employee
                may be entitled.

                (D) If the Employee's absence shall be occasioned by the
                actionable negligence of a third party in respect of which
                damages are recoverable, then the Employee shall:

                        (i) notify the Company as soon as reasonably practicable
                        of all the relevant circumstances and of any claim
                        compromise, settlement or judgement made or awarded in
                        connection with it;

                        (ii) give to the Company such information concerning the
                        above matters as the Company may reasonably require; and

                        (iii) if the Company so requires, refund to the Company
                        any amount received by him from any such third party
                        provided that the refund shall be no more than the
                        amount which he has recovered in respect of
                        remuneration.

10. PENSION AND DEATH BENEFIT

                (A) No provision of retirement or death in service benefits will
                be made by the Company for the Employee.

11. RESTRICTIONS DURING THE EMPLOYMENT

                (A) During the Employment, the Employee shall not directly or
                indirectly:

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                        (i) be employed, engaged, concerned or interested in any
                        other business or undertaking; or

                        (ii) engage in any activity which the Board reasonably
                        considers may be, or become, harmful to the interests of
                        the Company or of any Group Company or which might
                        reasonably be considered to interfere with the
                        performance of the Employee's duties under this
                        Agreement.

                (B) Clause 11(A) shall not apply to the engagement of the
                Employee in any Permitted Activity.

                (C) The Employee shall comply with every rule of law and every
                regulation of the Company from time to time in force in relation
                to dealings in shares or other securities of the Company or any
                Group Company.

12. CONFIDENTIAL INFORMATION AND COMPANY DOCUMENTS

                (A) The Employee shall neither during the Employment (except in
                the proper performance of his duties) nor at any time (without
                limit) after the termination of the Employment except in
                compliance with an order of a competent court:

                        (i) divulge or communicate to any Person any
                        Confidential Information;

                        (ii) use any Confidential Information for his own
                        purposes or for any purposes other than those of the
                        Company or any Group Company; or

                        (iii) through any failure to exercise due care and
                        diligence, permit or cause any unauthorized disclosure
                        of any Confidential Information.

                These restrictions shall cease to apply to any information which
                shall become available to the public generally, otherwise than
                through any breach by the Employee of the provisions of this
                Agreement or other default of the Employee.

                (B) The Employee acknowledges that all books, notes, memoranda,
                records, lists of customers and suppliers and employees and
                agents, correspondence, documents, computer and other discs and
                tapes, data listings, codes, designs and drawings and other
                documents and material whatsoever (whether made or created by
                the Employee or otherwise) relating to the business of the
                Company or any Group Company (and any copies of the same):

                        (i) shall be and remain the property of the Company or
                        the relevant Group Company; and

                        (ii) shall be handed over by the Employee to the Company
                        or to the relevant Group Company on demand and in any
                        event on the termination of the Employment and the
                        Employee shall certify that all such property has been
                        handed over on request by the Board and agrees that he
                        will take all reasonable steps to prevent the disclosure
                        of the same.

13. INVENTIONS AND OTHER INTELLECTUAL PROPERTY

                (A) Employee will disclose promptly and fully to the Company and
                to no one else: (i) all inventions, ideas, improvements,
                discoveries, works modifications, processes, software programs,
                works of authorship, documentation, formulae, techniques,
                designs, methods, trade secrets, technical specifications and
                technical data, know-how and show-how, concepts, expressions or
                other developments whatsoever or any interest therein (whether
                or not patentable or registrable under copyright, trademark or
                similar statutes or subject to analogous protection) made,
                authored, devised, developed, discovered, reduced to practice,
                conceived or

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                otherwise obtained by Employee ("Inventions"), solely or jointly
                with others, during the course of the Employment that (a) are
                related to the business of the Company or any Group Company or
                any of the products or services being researched, developed,
                distributed, manufactured or sold by the Company or any Group
                Company or which may be used in relation therewith or (b) result
                from tasks assigned to Employee by the Company or any Group
                Company; (ii) any Invention that is related to the business of
                the Company or any Group Company and in which Employee had an
                assignable interest at the time of Employee's first employment
                by Employer; or (iii) any Invention made using the time,
                materials or facilities of the Company or any Group Company,
                even if such Invention does not relate to the business of the
                Company or any Group Company. The determination as to whether an
                Invention is related to the business of the Company or any Group
                Company shall be made solely by an authorized representative of
                the Company. Any Invention relating to the business of the
                Company or any Group Company and disclosed to the Company (or
                which should have been disclosed to the Company) within the 12
                month period following the termination of Employee's employment
                with the Company shall be presumed to fall within the provisions
                of this clause 13. The "business of the Company or any Group
                Company" as used in this clause 13 includes the actual business
                currently conducted by the Company or any Group Company, as well
                as any business in which the Company or any Group Company
                proposes to engage at any time during the Employment. Employee
                agrees that all such Inventions listed above and the benefits
                thereof are and shall immediately become the sole and absolute
                property of the Company (or such Group Company as the Company
                may direct) from conception, as "works made for hire" (as that
                term is used under the U.S. Copyright Act of 1976, as amended)
                or otherwise. Employee shall have no interest in any Inventions.
                To the extent that title to any Inventions or any materials
                comprising or including any Invention does not, by operation of
                law, vest in the Company, Employee hereby irrevocably assigns to
                the Company all of Employee's right, title and interest,
                including, without limitation, tangible and intangible rights
                such as patent rights, trademarks and copyrights, that Employee
                may have or may acquire in and to all such Inventions, benefits
                and/or rights resulting therefrom, and agrees promptly to
                execute any further specific assignments related to such
                Inventions, benefits and/or rights at the request of the
                Company. Employee also hereby assigns to the Company, or waives
                if not assignable, all of Employee's "moral rights" in and to
                all such Inventions, and agrees promptly to execute any further
                specific assignments or waivers related to moral rights at the
                request of the Company.

                (B) Employee agrees to assist the Company without charge for so
                long as the Employee is an employee of the Company and for as
                long thereafter as may reasonably be necessary (but at the
                Company's expense including reasonable compensation to the
                Employee if the Employee is no longer an employee of the
                Company: (1) to apply, obtain, register and renew for, and vest
                in, the Company's benefit alone (unless the Company otherwise
                directs), patents, trademarks, copyrights, mask works, and other
                protection for such Inventions in all countries, and (2) in any
                controversy or legal proceeding relating to Inventions. In the
                event that the Company is unable to secure the Employee's
                signature after reasonable effort in connection with any patent,
                trademark, copyright, mask work or other similar protection
                relating to an Invention, the Employee hereby irrevocably
                designates and appoints the Company and its duly authorized
                officers and agents as the Employee's agent and
                attorney-in-fact, to act for and on the Employee's behalf and
                stead to execute and file any such application and to do all
                other lawfully permitted acts to further the prosecution and
                issuance of patents, trademarks, copyrights, mask works or other
                similar protection thereon with the same legal force and effect.
                Following termination of his employment by the Company, the
                rendering of any assistance by the Employee hereunder is subject
                to the reasonable constraints of the Employee's other
                responsibilities and commitments, including any requisite
                approval by Employee's then employer.

14. TERMINATION

                (A) Notwithstanding any other provisions of this Agreement, in
                any of the following circumstances the Company may terminate the
                Employment immediately by serving written notice on the Employee
                to that effect. In such event the Employee shall not be entitled
                to any

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                further payment from the Company, except such sums as shall have
                accrued to the effective date of termination and not been paid.
                The circumstances are if the Employee:

                        (i) commits a material breach of this Agreement (as
                        hereinafter defined) or commits any gross misconduct or
                        wilful neglect in the discharge of his duties;

                        (ii) repeatedly commits similar material breaches of
                        this Agreement, to those which have previously been
                        cured;

                        (iii) is convicted by a court of competent jurisdiction
                        of any fraud, dishonesty or any conduct tending to bring
                        himself, the Company, or any Group Company into
                        disrepute;

                        (iv) is convicted by a court of competent jurisdiction
                        of any felony or crime involving moral turpitude or is
                        convicted of any other criminal offense (other than
                        minor traffic offenses) which might reasonably be
                        thought to affect adversely the performance of his
                        duties;

                        (v) resigns as or otherwise ceases to be or becomes
                        prohibited by law from being an employee of the Company,
                        unless such resignation or cessation of employment is
                        either (a) at the Company's request, or (b),as a result
                        of the Company informing the Employee of either his
                        formal demotion or a material reduction in the
                        Employee's scope of responsibility.

                For the purposes of this Agreement the term `material breach'
                means Employee's breach of a material obligation of this
                Agreement; provided, however, to the extent such breach is
                capable of cure, Employee shall have thirty days (following
                written notice to Employee of such breach) to cure such breach,
                with such notice including sufficient detail to enable the
                Employee to understand the nature of the alleged breach and any
                specific action the Company requires the Employee to take in
                order to cure such breach.

                Any delay by the Company in exercising such right of termination
                shall not constitute a waiver of it.

                (B) To the extent permitted by law, if at any time the Employee
                is unable to perform his duties because of physical or mental
                disability, accident or otherwise for a period or periods
                totalling at least 90 working days in any period of 12 calendar
                months, then the Company may terminate the Employment by giving
                him written notice of termination in accordance with Clause
                3(A), provided that if at any time during such notice period the
                Employee shall provide a medical certificate satisfactory to the
                Board to the effect that he has recovered his physical and/or
                mental health to the extent that he can perform his duties to
                the Company, the Company shall withdraw the notice unless, by
                that date, a replacement for the Employee has been appointed.
                Notwithstanding the preceding sentence, upon the Employee's
                eligibility to participate in a Company-provided long-term
                disability plan, the requisite notice period referred to above
                shall be (without any further action by the Parties) decreased
                to 1 months' advance written notice of termination.

                (C) If the Company believes that it may be entitled to terminate
                the Employment pursuant to clause 14(A), it shall be entitled
                (but without prejudice to its right subsequently to terminate
                the Employment on the same or any other ground) to suspend the
                Employee on full pay and other benefits for so long as it may
                think fit.

                (D) On the termination of the Employment or upon either the
                Company or the Employee having served notice of such
                termination, the Employee shall immediately deliver to the
                Company all materials, keys, credit cards, vehicles, and other
                property of or relating to the business of the Company or of any
                Group Company which may be in his possession or under his power
                or control.

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                (E) With a view to ensuring that his departure can be arranged
                with the minimum of inconvenience or disruption to the business
                of the Group and its relationship with third parties and its
                other employees, the Employee undertakes not, without the prior
                approval of the Board as to the timing and manner of any
                communication about his departure, to inform any of his
                colleagues about the proposed cessation of his employment
                hereunder.

                (F) The Employee acknowledges the right of the Company to
                monitor and control the performance of its employees and
                acknowledges the fiduciary obligations attaching to his
                position.

15. RESTRICTIVE COVENANTS

                (A) The Employee will not, without the prior written consent of
                the Board, for a period of 18 months (less any period during
                which the Employee has not been provided with work pursuant to
                clause 3(B)) after the termination of the Employment (for any
                reason or no reason), whether as principal or agent, and whether
                alone or jointly with, or as a director, officer, manager,
                owner, partner, member, shareholder, employee or consultant of
                any other Person, directly or indirectly:

                        (i) interfere with, tender for, canvass, solicit or
                        endeavor to entice away from the Company or from any
                        Group Company the business of any Person who or which at
                        the date of termination of the Employment or during the
                        period of 12 months prior to that date (or if earlier,
                        prior to the date on which the Employee last carried out
                        duties assigned to him by the Company) was, to his
                        knowledge, a customer, client or agent of or supplier to
                        or who had dealings with the Company or with any Group
                        Company. This restriction will be limited to activities
                        by the Employee which will involve offering or providing
                        products or services similar to those which were
                        provided by the Company or any Group Company during the
                        Employment;

                        (ii) supply any product, carry out or undertake or
                        provide any product or service similar to those with
                        which were provided by the Company or any other Group
                        Company during the period of 12 months prior to the
                        termination of the Employment to or for any Person who
                        or which, at the date of termination of the Employment
                        or during the period of 12 months prior to that date was
                        a customer, client or agent of or supplier to, or
                        otherwise had dealings with, the Company or with any
                        Group Company;

                        (iii) be employed or engaged by, or enter into
                        partnership or similar arrangement with, employ, engage
                        or attempt to employ or engage, or negotiate or arrange
                        the employment or engagement by any other Person, of any
                        Person who or which to his knowledge was, at the date of
                        the termination of the Employment, or within the period
                        of 12 months prior to that date had been, an employee,
                        independent contractor, or agent of the Company or any
                        Group Company; or

                        (iv) solicit, interfere with, tender for or endeavor to
                        entice away from the Company or from any Group Company
                        any contract, project or business, or the renewal of any
                        of them, carried on by the Company or by any Group
                        Company which is currently in progress at the date of
                        the termination of the Employment or which was in the
                        process of negotiation at that date.

                (B) None of the restrictions contained in clause 15(A) shall
                prohibit any activities by the Employee which are not in direct
                competition with any business being carried on by the Company or
                by any Group Company at the date of the termination of the
                Employment.

                (C) At no time after the termination of the Employment shall the
                Employee directly or indirectly represent himself as being
                interested in or employed by or in any way connected with the
                Company or any Group Company, other than as a former employee of
                the Company.

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                (D) The Employee agrees that, having regard to all the
                circumstances, the restrictions contained in this clause and
                clauses 12 and 13 are reasonable and necessary for the
                protection of the legitimate business interests of the Company
                and the Group Companies and that they do not restrict him from
                earning a livelihood during the applicable period of
                restriction. The Employee further agrees that any breach by the
                Employee of any provision contained in clauses 12, 13 and 15
                will result in immediate irreparable injury to the Company
                and/or a Group Company for which a remedy at law would be
                inadequate. Accordingly, Employee acknowledges that the Company
                and/or any Group Company shall be entitled to seek temporary,
                preliminary or permanent injunctive or other equitable relief
                against the Employee (without the necessity of posting a bond or
                other collateral) in the event of any breach or threatened
                breach of any provision contained in clauses 12, 13, and 15, in
                addition to any other remedy that may be available to the
                Company and/or a Group Company at law or in equity. Employee
                understands that, without limitation, the provisions of clauses
                12, 13, and 15 shall survive the termination of the Employment.
                The Parties agree that:

                        (i) it is the intention of the Parties that the
                        covenants and restrictions set forth in clauses 12, 13,
                        and 15 shall be given the broadest interpretation
                        permitted by law;

                        (ii) each provision set forth in clauses 12, 13, and 15
                        shall be read and construed independently of the other
                        provisions so that if one or more are determined (by a
                        court of competent jurisdiction) to be void, invalid, or
                        unenforceable as an unreasonable restraint of trade or
                        for any other reason the remaining provisions shall not
                        be affected; and

                        (iii) if any one or more provisions set forth in clauses
                        12, 13, and 15 is determined (by a court of competent
                        jurisdiction) to be unenforceable in any respect, then
                        such provision shall be deemed limited and restricted to
                        the extent that the court shall deem the provision to be
                        enforceable.

16. DISCIPLINARY AND GRIEVANCE PROCEDURES

                (A) If the Employee wishes to obtain redress of any grievance
                relating to the Employment or is dissatisfied with any
                reprimand, suspension or other disciplinary step taken by the
                Company, he may address this to the Chairman of the Company
                according to the Company's disciplinary and grievance
                procedures, if any, in place from time to time.

17. NOTICES

All notices, requests, demands and other communications required or permitted
hereunder shall be given in writing and shall be deemed to have been duly given
(i) on the date delivered if personally delivered, (ii) on the date sent by
telecopier with automatic confirmation by the transmitting machine showing the
proper number of pages were transmitted without error, (iii) upon receipt by the
receiving party of any notice sent by registered or certified mail (first-class
mail, postage pre-paid, return receipt requested) or (iv) on the date targeted
for delivery if delivered by nationally recognized overnight courier or similar
courier service, in each case addressed to the Company or the Employee, as the
case may be, at the respective addresses indicated in the caption of this
Agreement or such other address as either party may in the future specify in
writing to the other.

18. FORMER CONTRACTS OF EMPLOYMENT

This Agreement shall be in substitution for and shall supercede any previous
contracts, whether by way of letters of employment, agreements or arrangements,
whether written, oral or implied, relating to the employment of the Employee
(including, without limitation, all bonus and option arrangements), which shall
be deemed to have been terminated by mutual consent as of the date of this
Agreement and the Employee acknowledges to the Company for itself and on behalf
of each Group Company that he has no outstanding claims of any kind against the
Company or any Group Company in respect of any such contract.

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19. CHOICE, OF LAW AND SUBMISSION TO JURISDICTION

                (A) Any and all actions or controversies arising out of this
                Agreement or the Employment, including, without limitation, tort
                claims, shall be construed and enforced in accordance with the
                laws of the State of New Jersey, without regard to the choice of
                law principles thereof.

                (B) the Parties hereby (a) irrevocably consent and submit to the
                sole exclusive jurisdiction of the United States District Court
                for the District of New Jersey or the Superior Courts of New
                Jersey (and of the appropriate appellate courts therefrom), (b)
                irrevocably waive, to the fullest extent permitted by law, any
                objection that any of them may now or hereafter have to the
                laying of the venue of any such actions or controversies in any
                such court or that any such any such actions or controversies
                which is brought in any such court has been brought in an
                inconvenient forum, and (c) IRREVOCABLY WAIVE ANY RIGHT TO
                REQUEST A TRIAL BY JURY IN ANY SUCH ACTIONS OR CONTROVERSIES AND
                REPRESENTS THAT SUCH PARTY HAS CONSULTED WITH COUNSEL
                SPECIFICALLY WITH RESPECT TO THIS WAIVER.

20. GENERAL

                (A) This Agreement constitutes the written statement of the
                terms of employment of the Employee.

                (B) This Agreement contains the entire agreement of the Parties
                with respect to the terms and conditions of the Employment.

                (C) This Agreement shall inure to the benefit of the Company,
                the other Group Companies and their respective successors and
                assigns (including, without limitation, any successor by merger
                or acquisition or any purchaser of all or substantially all of
                its assets) and shall continue with full force and effect and
                shall be binding upon the Company and its successors and
                assigns. This Agreement shall also inure to the benefit of and
                be binding upon the Employee and the Employee's heirs,
                administrators, executors and assigns. The Employee may not
                assign or delegate his duties under this Agreement, without the
                prior written consent of the Company.

                (D) The Employee represents that the Company has previously
                recommended that the Employee engage counsel to assist him in
                reviewing this Agreement and all other matters relating to the
                Employment. The Employee acknowledges that, prior to executing
                this Agreement, The Employee has been given a reasonable
                opportunity to review the Agreement and to consult with counsel
                as to its content and is entering into this Agreement freely and
                voluntarily. The Company and the Employee shall each bear their
                own costs and expenses in connection with the negotiation and
                execution of this Agreement.

                (E) The respective rights and obligations of the Parties under
                this Agreement shall survive any termination of this Agreement
                to the extent necessary to the intended preservation of such
                rights and obligations.

                IN WITNESS WHEREOF, the Company and the Employee, intending to
be legally bound, have executed this Agreement on the day and year first above
written.

                                                 COMPANY:

                                                 NARROWSTEP INC.


                                                 By: /s/ Clifford Webb
                                                     -----------------
                                                 Name: Clifford Webb
                                                 Title: Chief Operating Officer


                                                 EMPLOYEE:


                                                 /s/ Steven Crowther
                                                 --------------------
                                                 Steven Crowther

<PAGE>

SCHEDULE1

THE EMPLOYEE: Steven Crowther

JOB TITLE: Senior Vice President and Chief Financial Officer and/or such other
position or capacity as the Company and the Employee shall agree from time to
time.

JOB DESCRIPTION

Such duties as are assigned by the Board from time to time that are consistent
with his position as Chief Financial Officer and/or such other position or
capacity as the Company and the Employee shall agree from time to time.

SALARY

Subject to the Employee's continued employment, the Salary will be as follows:
Jan 1, 2005 - June 30, 2005: $11,250 (U.S.D.) per month ($135,000 (U.S.D.), on
an annualized basis)
Jul 1, 2005 - December 31, 2005: $12,500 (U.S.D.) per month ( $150,000 (U.S.D.),
on an annualized basis)
Jan 1 2006- June 30, 2006: $14,583.33 (U.S.D.) per month ($175,000 (U.S.D.), on
an annualized basis)
Jul 1 2006- December 31, 2006: $15,833.33 (U.S.D.) ($190,000 (U.S.D.),on an
annualized basis)

Subject to the Employee's continued employment, Salary will be further reviewed
on January 1, 2007 and then annually by the Company's Compensation Committee.
Adjustments to Salary will be dependant on the Company's profitability, the
efficiency of its financial operations, and such other factors as determined by
the Company in its discretion.

BONUS

During the Employment, the Employee will be eligible for a bonus of 1% of
audited annual net profits, if any, for the Company (as determined on a
consolidated basis and in accordance with U.S. Generally Accepted Accounting
Procedures) up to a maximum of $1,000,000 (U.S.D.) for any fiscal year. Bonus
amounts, if any, for any fiscal year will be paid within 14 days following
signature of the audit report for the Company's audited financial statements for
such fiscal year. As a condition to the Employee's receipt of any bonus payment
for a given year, the Employee must remain employed by the Company on the last
day of the applicable fiscal year.

STOCK OPTIONS

Subject to approval by the Compensation Committee and your continued employment
by the Company, you will be granted the following options to purchase shares of
common stock of the Company, all with an exercise price per share equal to the
fair market value of one share of common stock at the time of grant (currently
$1.20 (U.S.D.)):

Options for 500,000 shares of common stock on the commencement of the
Employment, fully vested on grant


Options for an additional 100,000 shares of common stock, with an exercise price
per share equal to the fair market value of one share of common stock at the
time of grant, on January 1, 2006 and each subsequent January 1. These options
will vest with respect to 50% of the underlying shares on the date of grant,
with the balance vesting on the second anniversary of the grant

Except as otherwise provided for in this Agreement, all such stock options will
be subject to the terms and conditions established within the Company's 2004
Stock Plan or any successor stock option plan as may be in place from time to
time ("Stock Plan") and a separate stock option grant agreement that sets forth,
among other things, the exercise price, expiration date, and vesting schedule of
such options.

<PAGE>

ALL SHARE OPTIONS WILL VEST IMMEDIATELY UPON A CHANGE IN CONTROL OF THE COMPANY
(AS DEFINED IN THE STOCK PLAN).


VACATION ENTITLEMENT

You will be eligible to accrue up to twenty days' paid vacation per calendar
year, with an additional day per year of service up to a maximum of twenty-eight
days per calendar year.

SICK DAY ENTITLEMENT

You will be entitled to reasonable paid sick leave.


ADDITIONAL BENEFITS

Subject to your continued Employment:

The Company will pay for a basic broadband connection to enable you to work from
home.

Professional subscriptions related to the Employment will be paid for by the
Company.

The Company will make a minimum contribution of $4000 in calendar year 2005
(prorated if your employment terminates prior to 12/31/05) towards your selected
personal pension funds and will undertake a review of pension provisions for all
senior officers.

The Company will implement a health insurance scheme for all senior officers,
including their eligible dependents as soon as is practical and in any event no
later than October 1, 2005.

The Company will undertake to implement Directors & Officers liability insurance
as of the date the Company becomes a public entity.

<PAGE>

SCHEDULE 2


PERMITTED ACTIVITIES


1. The Employee is permitted to be engaged, concerned or interested in or to
hold office in any business or undertaking provided that:

(a) the business or undertaking in question does not compete with the business
of the Company or any Group Company;

(b) the Employee's engagement, concern or interest in the business or
undertaking in question does not require him to devote time and attention to it
such as to prevent the Employee from properly fulfilling his duties to the
Company or any Group Company, and in particular the Employee's duties under
clause 4 (A) of this Agreement; and

(c) the Employee notifies the Company in writing before or as soon as
practicable after his engagement, concern or interest arises begins.