ex10-1.htm


    
      

    

    Exhibit
      10.1

     

    
      
        	 	 	 	OLSWANG
	 	 	 	 
	 	 	
                30
                  November 2007

              	 


      

    

     

    COMPROMISE
      AGREEMENT

    


    Without
      prejudice and subject to contract

    


     

    
 

    
      	
              (1)

            	
              NARROWSTEP
                LIMITED

            
	 	 
	
              (2)

            	
              IOLO
                JONES

            


    

     

     

     

     

     

    
      
        	
                90
                  High Holborn

              	
                T
                  +44 (0) 20 7067 3000

              	
                In
                  alliance with Greenberg Traurig LLP

              
	
                London
                  WC1V 6XX

              	
                F
                  +44 (0) 20 7067 3999

              	 
	
                www.olswang.com

              	
                DX
                  37972 Kingsway

              	
                Olswang
                  is regulated by the Solicitors Regulation
                  Authority

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contents

     

    
      	
              Clause 

            	
              Page

            
	 	 	 
	 	 	 
	
              1.

            	
              DEFINITIONS

            	
              1

            
	 	 	 
	
              2.

            	
              CLAIMS

            	
              2

            
	 	 	 
	
              3.

            	
              TERMINATION

            	
              2

            
	 	 	 
	
              4.

            	
              PAYMENTS

            	
              3

            
	 	 	 
	
              5.

            	
              TAXATION

            	
              3

            
	 	 	 
	
              6.

            	
              COMPANY
                PROPERTY

            	
              3

            
	 	 	 
	
              7.

            	
              CONFIDENTIALITY

            	
              4

            
	 	 	 
	
              8.

            	
              RESTRICTIONS

            	
              4

            
	 	 	 
	
              9.

            	
              CLAIMS
                AGAINST THE COMPANY AND WARRANTIES

            	
              5

            
	 	 	 
	
              10.

            	
              OTHER
                MATTERS

            	
              7

            
	 	 	 
	
              11.

            	
              GENERAL

            	
              7

            


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      AGREEMENT is made the 30th
      day of November
      2007

     

    BETWEEN:

     

    
      	
              (1)

            	
              Narrowstep
                Limited a company registered in England with number 4412126 whose
                registered office is at Battersea Studios, 80 Silverthorne Road,
                London,
                SW8 3HE ("Company"); and

            
	 	 
	
              (2)

            	
              Iolo
                Jones of 103B South Hill Park, London, NW3 2SP
                ("Executive").

            
	 	 
	
              RECITALS

            
	 
	
              (A)

            	
              The
                Executive alleges that he has or may have the Employment Claims against
                the Company and the Group Companies;

            
	 	 
	
              (B)

            	
              The
                Executive and the Company intend to settle the Employment Claims
                and any
                other claim(s) that the Executive may have against the Company or
                any
                Group Company subject to and in accordance with the
                Terms.

            
	 	 
	
              THE
                PARTIES AGREE as follows:

            
	 	 	 
	
              1.

            	
              DEFINITIONS

            
	 	 
	
              1.1

            	
              In
                this Agreement (including the recitals and schedules) the following
                words
                and expressions shall have the following meanings unless the context
                otherwise requires:

            
	 	 
	 	
              "Adviser"

            	
              David
                Jepps of DMH Stallard, Solicitors,, Gainsborough House, Pegler Way,
                Crawley RH11 7FZ

            
	 	 	 
	 	
              "Employment
                Claims"

            	
              the
                actual and potential claims set out in clause 2.1;

            
	 	 	 
	 	
              "Group
                Company"

            	
              any
                holding company of the Company and any subsidiary of the Company
                or of any
                such holding company (where "holding company" and "subsidiary" have
                the
                meanings attributed to them under section 736 Companies Act
                1985);

            
	 	 	 
	 	
              "Pension
                Rights"

            	
              pension
                rights accrued up to the Termination Date under any occupational
                pension
                scheme (as defined in Pension Schemes Act 1995) operated by the Company
                or
                any Group Company and of which the Executive is a
                member;

            
	 	 	 
	 	
              "Relevant
                Personnel"

            	
              any
                former or existing agent, client, consultant, director, employee,
                officer,
                shareholder, supplier or worker of the Company or any Group
                Company;

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              "Tax
                Liability"

            	
              any
                income tax, employee's National Insurance contributions, fines, interest,
                costs and/or penalties arising in respect of all and any of the payments
                made and benefits provided under this Agreement;

            
	 	 	 
	 	
              "Termination
                Date"

            	
              the
                date of this Agreement; and

            
	 	 	 
	 	
              "Terms"

            	
              the
                terms of this Agreement.

            
	 	 	 
	 	 
	 	 
	
              2.

            	
              CLAIMS

            
	 	 
	
              2.1

            	
              The
                Executive has or may have potential claims arising from his employment
                and
                its termination which include: unfair dismissal and wrongful
                dismissal.

            
	 	 
	
              2.2

            	
              This
                Agreement settles the Employment Claims.  In addition, it
                reflects the intention of the Executive and the Company and all Group
                Companies that this Agreement should also settle any other claim(s)
                that
                the Executive may have against the Company and/or any Group Company,
                subject to and in accordance with the Terms of this
                Agreement.

            
	 	 
	
              2.3

            	
              The
                Company enters into this Agreement on behalf of all Group Companies
                and
                the Company represents, warrants and undertakes that it has full
                power and
                authority to do so.

            
	 	 
	
              3.

            	
              TERMINATION

            
	 	 
	
              3.1

            	
              The
                Executive's employment with the Company will terminate on the Termination
                Date.  The Executive's P45 will be issued shortly after the
                Termination Date.

            
	 	 
	
              3.2

            	
              The
                Executive agrees to resign his directorships in the Company and in
                Sportshows Television Limited (whose registered address is Battersea
                Studios, 80 Silverthorne Road, London, SW8 3HE and whose company
                number is
                2903610) by signing a resignation letter for each of the above in
                the form
                attached at Schedule 1. The Company warrants that it has and will
                maintain
                or cause to be maintained a policy of Directors’ and Officers’ insurance
                in relation to the Company and all and any Group Company of which
                the
                Executive is or has been a director and/or an officer.

            
	 	 
	
              3.3

            	
              You
                agree that you will provide such co-operation, assistance and information
                as the Company or any Group Company may reasonably require in connection
                with any litigation that the Company or any Group Company is involved
                in
                or with any future regulatory obligations of the Company or any Group
                Company.  The Company will compensate you for reasonable
                expenses you incur in such co-operation, assistance and information,
                so
                long as you provide advance written notice of your request for
                compensation.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              PAYMENTS

            
	 	 
	
              4.1

            	
              The
                Executive will receive salary up to and including the Termination
                Date
                (less applicable tax and employee's National Insurance
                contributions).

            
	 	 
	
              4.2

            	
              Within
                14 days of receipt by the Company of a copy of this Agreement, signed
                by
                all the parties and the Adviser, the Company will effect the arrangements
                as set out in clauses 4.1, 4.3, 4.4, 4.5 and 8.4.

            
	 	 
	
              4.3

            	
              The
                Company will pay, without admission of liability, and subject to
                the
                deductions provided for in this Agreement, a payment of £50,000 in lieu of
                the Executive's 6 months' notice.

            
	 	 
	
              4.4

            	
              The
                Company will pay, without admission of liability, a payment of £9,000 in
                compensation for loss of office which will be made without deductions
                for
                income tax or National Insurance contributions (the "Compensation
                Payment"). The Company and the Employee believe the Compensation
                Payment
                can be made free of deductions for income tax or National Insurance
                contributions in accordance with s 401 Income Tax (Earnings and Pensions)
                Act 2003.

            
	 	 
	
              4.5

            	
              The
                Executive will submit his expenses claims within seven days of the
                Termination Date and the Company will reimburse the Executive for
                any
                expenses properly incurred prior to the Termination Date in the usual
                way,
                subject to compliance with the requirements of the Company's expenses
                policy.

            
	 	 
	
              4.6

            	
              For
                the avoidance of doubt the Executive's entitlement to all salary
                and
                benefits will end on the Termination Date.

            
	 	  
	
              5.

            	
              TAXATION

            
	 	 
	
              5.1

            	
              The
                payments referred to in clauses 4.1, 4.3 and 8.4 will be made less
                applicable tax and employee's National Insurance
                contributions.

            
	 	 
	
              5.2

            	
              Except
                in respect of income tax or employee's National Insurance contributions
                deducted by the Company under clause 5.1 or clause 8.4, the Executive
                is,
                and undertakes to be, responsible for any Tax Liability, including
                for the
                avoidance of doubt any Tax Liability on the Compensation Payment
                and the
                Executive indemnifies and will keep indemnified the Company and each
                Group
                Company against any claim or demand which is made against the Company
                or
                any Group Company in respect of any such Tax Liability but excluding
                any
                interest, costs or penalties imposed in respect of the Tax Liability
                arising from the Company's or any Group Company's failure to inform
                the
                Executive within a reasonable period of any demand received in respect
                of
                any Tax Liability. The Executive undertakes immediately to pay to
                the
                Company on demand any such Tax Liability other than any part of the
                Tax
                Liability already paid by the Executive to HM Revenue &
                Customs.

            
	 	 
	
              6.

            	
              COMPANY
                PROPERTY

            
	 	 
	
              6.1

            	
              The
                Executive warrants and confirms that the Executive will return to
                the
                Company forthwith on or after the Termination Date, without modification
                all property belonging to the Company or any Group Company which
                was in
                the Executive's possession, custody or control including, but not
                limited
                to, computer disks, computer and other electronic equipment,
                correspondence, credit or charge cards, documents, files, keys, laptop
                computers, mobile telephones, records, security passes and other
                information (whether originals, copies or extracts) and that the
                Executive
                has not retained any copies or extracts of any documents or other
                property
                belonging to the Company or any Group Company (whether in physical
                or
                electronic form).  The Executive undertakes to return
                immediately to the Company any such property that may, after the
                date of
                this Agreement, come into the Executive's possession, custody or
                control.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2

            	
              The
                Executive confirms that any information which belongs or may belong
                to the
                Company or any Group Company and which is stored on any personal
                computer
                or other electronic equipment belonging to the Executive or to which
                the
                Executive has access (other than that which is stored on any Company
                personal computer or other Company electronic equipment) has been
                permanently deleted.

            
	 	 
	
              7.

            	
              CONFIDENTIALITY

            
	 	 
	
              7.1

            	
              The
                Executive agrees to keep the existence, negotiation and Terms of
                this
                Agreement confidential and warrants that the Executive has not before
                the
                date of this Agreement made or authorised and will not, after the
                date of
                this Agreement, make or authorise, without the Company's prior written
                consent, any statement or comment concerning the Terms except to
                the
                Executive's professional advisers, spouse, or as may be required
                by law.
                The Executive undertakes to procure that the Executive's professional
                advisers and spouse comply with the terms of this clause
                7.1.

            
	 	 
	
              7.2

            	
              The
                Company agrees to keep the existence, negotiation and Terms of this
                Agreement confidential except as may be required by law, which, for
                the
                avoidance of doubt, includes any requirement imposed by the United
                States
                Securities and Exchange Commission.

            
	 	 
	
              8.

            	
              RESTRICTIONS

            
	 	 
	
              8.1

            	
              Notwithstanding
                the termination of the Executive's employment, the Executive acknowledges
                and affirms that the Executive remains bound by those provisions
                of the
                Executive's contract of employment dated 28 March 2006 that are expressed
                to continue after termination of the Executive's employment including,
                without limitation, clauses 10 (confidentiality) and 14 (intellectual
                property).

            
	 	 
	
              8.2

            	
              The
                Executive undertakes, affirms and agrees that:

            
	 	 
	 	
              8.2.1

            	
              the
                Executive will not directly or indirectly make, publish or otherwise
                communicate any statement whatsoever whether in writing or otherwise
                which
                may have the effect of damaging or lowering the business interests
                and/or
                the reputation of the Company or any Group Company or any Relevant
                Personnel and/or which may be disparaging or derogatory to any of
                the
                Company or any Group Company or any Relevant
                Personnel;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.2.2

            	
              after
                the Termination Date, the Executive will not represent himself or
                allow
                himself to be held out or represented as being in any way connected
                with
                or interested in the business of the Company or any Group Company
                other
                than as a shareholder or a director of Narrowstep Inc if that is
                the
                case.

            
	 	 	 
	
              8.3

            	
              The
                Company undertakes to use its reasonable endeavours to ensure that
                the
                board of directors of the Company will not save where permitted by
                law
                without your prior consent, after the date of this agreement communicate
                to any third party any derogatory or defamatory statements, whether
                in
                writing or otherwise, concerning you.

            
	 	 
	
              8.4

            	
              In
                consideration of a sum of £1,000, which will be paid to the Executive less
                applicable tax and employee's National Insurance contributions, the
                Executive agrees to the restrictions set out in Schedule
                2.

            
	 	 
	
              9.

            	
              CLAIMS
                AGAINST THE COMPANY AND WARRANTIES

            
	 	 	 
	
              9.1

            	
              The
                Executive accepts the Terms in full and final settlement
                of:

            
	 	 
	 	
              9.1.1

            	
              the
                Employment Claims; and

            
	 	 	 
	 	
              9.1.2

            	
              all
                and any further claims as set out in Schedule 3 ("Further
                Claims").

            
	 	 	 
	
              9.2

            	
              The
                provisions of clause 9.1 will not prevent the Executive bringing
                proceedings:

            
	 	 
	 	
              9.2.1

            	
              to
                enforce this Agreement;

            
	 	 	 
	 	
              9.2.2

            	
              in
                respect of Pension Rights; and/or

            
	 	 	 
	 	
              9.2.3

            	
              in
                a County Court or the High Court, in respect of any personal injury
                of
                which the Executive is not aware and could not reasonably have been
                aware
                at the time of signing this Agreement.

            
	 	 	 
	
              9.3

            	
              The
                Executive undertakes and warrants that, to the best of his knowledge,
                information and belief, after due and careful enquiry, he is not
                aware of
                any circumstances that might give rise to a personal injury claim
                (not to
                a claim in respect of Pension Rights) against the Company or any
                Group
                Company.

            
	 	 
	
              9.4

            	
              The
                Executive represents, warrants and undertakes that:

            
	 	 
	 	 	 
	 	
              9.4.1

            	
              the
                Executive has received advice from the Adviser as to the Terms and
                effect
                of this Agreement and in particular its effect on the Executive's
                ability
                to pursue the Executive's rights before an employment
                tribunal;

            
	 	 	 
	 	
              9.4.2

            	
              the
                Executive was advised by the Adviser that there was in force, at
                the time
                the Executive received the advice referred to above, a contract of
                insurance, or an indemnity provided for members of a professional
                body,
                covering the risk of a claim by the Executive in respect of loss
                arising
                in consequence of that advice;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              9.4.3

            	
              the
                Executive has not presented or brought and will not present or bring
                any
                complaint, proceedings, action or claim before any court, employment
                tribunal or other judicial body in England or any other jurisdiction
                in
                connection with, relating to or arising out of the Executive's employment
                and/or its termination and nor has nor will anyone acting on the
                Executive's behalf;

            
	 	 	 
	 	
              9.4.4

            	
              any
                claims of any kind that the Executive has or may have arising out
                of or in
                connection with the Executive's employment by the Company or any
                Group
                Company or the termination of such employment have been asserted
                or
                intimated to the Company by the Executive or the Adviser on the
                Executive's behalf prior to the date of this Agreement and this Agreement
                and the waiver and release in clause 9.1 above expressly relate to
                each
                and every one of those claims;

            
	 	 	 
	 	
              9.4.5

            	
              except
                for those claims asserted or intimated as indicated in clause 9.4.4
                above,
                the Executive has no other complaints or claims of any nature against
                the
                Company or any Group Company or any of its Relevant
                Personnel;

            
	 	 	 
	 	
              9.4.6

            	
              the
                Executive has not withheld or failed to disclose any material fact
                concerning any material failure by the Executive in the performance
                of the
                Executive's duties for the Company and any Group
                Company;

            
	 	 	 
	 	
              9.4.7

            	
              the
                Executive is not aware: (1) of any grounds on which he can make,
                or (2) (
                to the best of the Executive's knowledge) that any other employee
                or
                worker of the Company or any Group Company is intending to make a
                protected disclosure or a qualifying disclosure within the meaning
                of Part
                IVA of the Employment Rights Act 1996 in relation to the Company
                or any
                Group Company:

            
	 	 	 
	 	
              9.4.8

            	
              the
                Executive has not committed any breach of any duty (including fiduciary
                duty) owed by the Executive to the Company or any Group Company nor
                a
                breach of the Executive's contract of employment that would entitle
                the
                Company to terminate the Executive's employment without notice;
                and

            
	 	 	 
	 	
              9.4.9

            	
              as
                at the date of this Agreement, the Executive has not agreed to accept,
                accepted or received nor has it been indicated that the Executive
                might
                receive an offer of alternative employment, engagement or
                consultancy.

            
	 	 	 
	
              9.5

            	
              The
                Executive accepts that the Company (on behalf of itself, and its
                Group
                Companies) is entering into this Agreement in reliance upon the
                representations, warranties and undertakings provided by the Executive
                in
                this clause 9, and 5.2, 6, 7 and 8 above.

            
	 	 
	
              9.6

            	
              The
                Executive agrees that the conditions regulating compromise agreements
                contained in the Sex Discrimination Act 1975, the Race Relations
                Act 1976,
                the Disability Discrimination Act 1995, the Employment Rights Act
                1996,
                the National Minimum Wage Act 1998, the Working Time Regulations
                1998, the
                Transnational Information and Consultation of Employees Regulations
                1999,
                the Part-time Workers (Prevention of Less Favourable Treatment)
                Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable
                Treatment) Regulations 2002, the Employment Equality (Religion or
                Belief)
                Regulations 2003, the Employment Equality (Sexual Orientation) Regulations
                2003 and the Employment Equality (Age) Regulations 2006 are intended
                to be
                and have been satisfied.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              OTHER
                MATTERS

            
	 	 
	
              10.1

            	
              It
                is a condition of this Agreement that the Executive obtains legal
                advice
                as to the terms and effect of this Agreement from the Adviser and
                that the
                Adviser signs the acknowledgement at Schedule 4.

            
	 	 
	
              10.2

            	
              The
                Company agrees to pay, directly to the Adviser's firm, the Adviser's
                firm's reasonable legal fees incurred by the
                Executive exclusively for advice given to the
                Executive in relation to the termination of the Executive's employment
                and
                the terms of this Agreement up to a maximum of £2,500 (exclusive of VAT
                and disbursements) after receipt by the Company of an appropriate
                invoice
                from the Adviser's firm addressed to the Executive and expressed
                to be
                payable by the Company and sent (marked strictly private and confidential)
                to Richard Lepik at 116 Village Blvd, Princeton, NJ
                08540.

            
	 	 
	
              10.3

            	
              To
                the extent that any payment made to the Executive under this Agreement
                is
                at an enhanced level, such payment is exceptional, does not create
                any
                custom and practice and gives no entitlement in respect of future
                payments.

            
	 	 
	
              10.4

            	
              The
                Executive agrees that in signing this Agreement he is withdrawing
                any
                grievance against the Company including for the avoidance of doubt
                any
                grievance contained in the letter dated 13 November
                2007.

            
	 	 
	
              10.5

            	
              The
                Executive confirms that he does not require the Company to take any
                further action in relation to any grievance referred to in clause
                10.4 and
                that the Executive will not make any other grievance relating to
                the
                Executive's employment and/or its termination to the Company or any
                Group
                Company.

            
	 	 
	
              11.

            	
              GENERAL

            
	 	 
	
              11.1

            	
              The
                parties consider that this Agreement satisfies the conditions regarding
                compromise agreements.

            
	 	 
	
              11.2

            	
              This
                Agreement sets out the entire agreement and understanding between
                the
                Executive and the Company and supersedes any prior agreement between
                the
                parties relating to the subject matter of this Agreement.  The
                Executive acknowledges and agrees that in entering into this Agreement
                no
                reliance is placed upon, and no remedy shall be available in respect
                of,
                any statement, representation, warranty, understanding, promise or
                assurance (whether negligently or innocently made) of any person
                (whether
                party to this Agreement or not) other than as expressly set out in
                this
                Agreement.  Nothing in this clause operates to limit or exclude
                any liability for fraud.

            
	 	 
	
              11.3

            	
              The
                failure to exercise or any delay in exercising a right or remedy
                provided
                by this Agreement or by law does not constitute a waiver of the right
                or
                remedy or a waiver of other rights or remedies.  A waiver of a
                breach of any of the terms of this Agreement or a default under this
                Agreement does not constitute a waiver of any other breach or default
                and
                will not affect the other terms of this Agreement and will not prevent
                a
                party from subsequently requiring compliance with the waived
                obligation.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              11.4

            	
              The
                rights and remedies provided by this Agreement are cumulative and
                (subject
                as otherwise provided in this Agreement) are not exclusive of any
                rights
                or remedies provided by law.  In addition the Company, any Group
                Company and any Relevant Personnel may enforce the terms of this
                Agreement
                and the Contracts (Rights of Third Parties) Act 1999 shall apply
                accordingly except that the consent of such Group Companies and any
                Relevant Personnel will not be required to vary or rescind the terms
                of
                this Agreement.

            
	 	 
	
              11.5

            	
              The
                validity, construction and performance of the terms set out in this
                Agreement shall be governed by and construed in accordance with English
                law. Each of the parties irrevocably submits to the exclusive jurisdiction
                of the courts of England.

            
	 	 
	
              11.6

            	
              This
                Agreement, although marked "without prejudice/subject to contract",
                will
                upon signature by the parties and upon the Adviser signing the
                acknowledgement in Schedule 1 be treated (subject to clause 7) as
                an open
                document evidencing an agreement binding on the
                parties.

            
	 	 
	
              11.7

            	
              This
                Agreement may be executed in any number of counterparts and by the
                parties
                to it on separate counterparts, each of which shall be an original
                but all
                of which together shall constitute one and the same
                instrument.  The Agreement is not effective until each party has
                executed at least one counterpart, and it has been received by the
                other
                party (transmission by fax being acceptable for this purpose) and
                the
                Agreement has been dated by agreement between the representatives
                of the
                parties.

            


    

    


     

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

    Letter
      of resignation

     

    To
      the
      Board of Directors

     

    
      
        	Narrowstep
                Limited	30th November
                2007


      

    

    Battersea
      Studios

    80
      Silverthorne Road

    London

    SW8
      3HE

     

    Dear
      Sirs

     

    Narrowstep
      Limited ("Company")

     

    Company
      Number 4412126

     

    I
      hereby
      resign with immediate effect from the office of director of the Company with
      immediate effect.

     

    I
      acknowledge and confirm that there are no sums due to me from the Company and
      I
      have no claim of any kind for compensation or otherwise against the Company,
      its
      former or existing agents, consultants, directors, employees, officers,
      shareholders or workers in respect of the termination of my appointment(s)
      or
      otherwise.

     

    Yours
      faithfully

     

    


     

    SIGNED                                                      

     

    /s/
      IOLO JONES

     

    by
      IOLO
      JONES                                       

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      2

     

    
      	
              1.

            	
              The
                Executive agrees with the Company that he will not directly or indirectly,
                for a period of twelve months immediately following the Termination
                Date:

            
	 	 
	
              1.1

            	
              carry
                on or be interested in a Competing Business, save that he may be
                interested: (1) in securities in a company whose shares or other
                securities are listed, traded and/or dealt in on any securities exchange
                or market provided that he does not hold (and is not interested,
                directly
                or indirectly) in shares or securities conferring more than three
                per cent
                of the votes that could be cast at a general meeting of that body
                corporate; or (2) in any class of securities not so listed, traded
                or
                dealt provided that he does not hold (and is not interested, directly
                or
                indirectly) in shares or securities conferring more than 20 per cent
                of
                the votes that could be cast at a general meeting of that body
                corporate;

            
	 	 
	
              1.2

            	
              act
                as a consultant, employee or officer or any other capacity in a Competing
                Business;

            
	 	 
	
              1.3

            	
              either
                on his own account or on behalf of any Competing Business supply
                or
                facilitate the supply of Restricted Goods or Services to any
                Client;

            
	 	 
	
              1.4

            	
              either
                on his own account or on behalf of any Competing Business deal with
                a
                Supplier;

            
	 	 
	
              1.5

            	
              either
                on his own account or for any person, firm or company or other undertaking
                employ or otherwise engage or facilitate the employment or engagement
                of
                the services of any Key Employee whether or not any such Key Employee
                would in entering into the employment or engagement commit a breach
                of
                contract;

            
	 	 
	
              1.6

            	
              on
                behalf of any Competing Business deal with a Client;

            
	 	 
	
              1.7

            	
              either
                on his own account or for any company, firm, person or other undertaking
                induce, solicit or entice or endeavour to induce, solicit or entice
                any
                Key Employee to cease working for or providing their services to
                the
                Company or any relevant Group Company whether or not any such Key
                Employee
                would by entering into the employment or engagement commit a breach
                of
                contract;

            
	 	 
	
              1.8

            	
              either
                on his own account or on behalf of any Competing Business directly
                or
                indirectly induce, solicit or entice or endeavour to induce, solicit
                or
                entice any Client to cease conducting any business with the Company
                or any
                Group Company or to reduce the amount of business conducted with
                the
                Company or any Group Company or adversely to vary the terms upon
                which any
                business is conducted with the Company or any Group Company or to
                exclude
                the Company or any Group Company from new business opportunities
                in
                relation to any Restricted Goods or Services;

            
	 	 
	
              1.9

            	
              on
                behalf of any Competing Business directly or indirectly induce, solicit
                or
                entice or endeavour to induce, solicit or entice any Supplier to
                cease
                conducting business with the Company or any Group Company or to reduce
                the
                amount of business conducted with the Company or any Group Company
                or
                adversely to vary the terms upon which any business is conducted
                with the
                Company or any Group Company;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              The
                Executive agrees that each of the restrictions set out in clause
                1
                constitute entirely separate, severable and independent restrictions
                on
                him.

            
	 	 
	
              3.

            	
              While
                the restrictions in clause 1 are considered by the parties to be
                reasonable in all the circumstances it is agreed that if any one
                or more
                of such restrictions either taken by itself or themselves together,
                are
                adjudged to go beyond what is reasonable in all the circumstances
                for the
                protection of the legitimate interests of the Company or any Group
                Company
                but would be adjudged reasonable if any particular restriction or
                restrictions were deleted or if any part or parts of its or their
                wording
                were deleted, restricted or limited in a particular manner then the
                restrictions set out in clause 1 will apply with such deletions,
                restrictions or limitations as the case may be.

            
	 	 
	
              4.

            	
              If
                the Executive accepts employment or engagement (whether as a consultant
                or
                in any other capacity) with any third party during the period of
                any of
                the restrictions set out in clause 1 he will on or before such acceptance
                provide the third party with full details of these
                restrictions.

            
	 	 
	
              5.

            	
              The
                Executive will not induce, procure, authorise or encourage any other
                person, firm, corporation or organisation to do or procure to be
                done
                anything that if done by the Executive would be a breach of any of
                the
                provisions of clause 1.

            
	 	 
	
              6.

            	
              The
                restrictions entered into by the Executive in clause 1 are given
                to the
                Company for itself and as trustee for each and any Group Company
                and the
                Company hereby declares that to the extent that such restrictions
                relate
                to any Group Company the Company holds the benefit of them as
                trustee.

            
	 	 
	
              7.

            	
              In
                this Schedule 4, the following words and expressions will have the
                following meanings:

            
	 	 
	 	
              "Client"

            	
              any
                person, firm, company or other entity (i) who or which at any time
                during
                the Relevant Period was to the knowledge of the Executive provided
                with
                goods or services by the Company or any Group Company or was negotiating,
                or was in the habit of dealing, with the Company or any Group Company
                for
                the supply of goods or services by the Company or any Group Company
                or
                (ii) about whom or which the Executive has confidential information,
                and
                in each case with whom or which the Executive or any person who reported
                directly to him had material dealings at any time during the Relevant
                Period;

            
	 	 	 
	 	
              "Competing
                Business"

            	
              any
                business in the United Kingdom or the United States of America which
                competes or is preparing to compete with any business, carried on
                by the
                Company or any Group Company in which the Executive has been involved
                to a
                material extent during the Relevant
                Period;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              "Key
                Employee"

            	
              any
                officer or employee of the Company or any Group Company earning £25,000
                (including bonuses and commission, if any, but excluding any appropriate
                VAT) or more on an annualised basis with whom the Executive in the
                course
                of his employment has had dealings at any time during the Relevant
                Period;

            
	 	 	 
	 	
              "Relevant
                Period"

            	
              the
                period of 12 months immediately preceding the Termination
                Date;

            
	 	 	 
	 	
              "Restricted
                Goods or Services"

            	
              goods
                or services of a type provided by the Company or any Group Company
                at the
                Termination Date;

            
	 	 	 
	 	
              "Supplier"

            	
              any
                person, firm, company or other entity who or which at any time during
                the
                Relevant Period: (i) supplied goods or services (other than utilities
                and
                goods or services supplied for administrative purposes) to the Company
                or
                any Group Company  or (ii) was negotiating with the Company or
                any Group Company to supply goods or services (other than utilities
                and
                goods or services supplied for administrative purposes) to the Company
                or
                any Group Company, and in each case with whom or which the Executive
                or
                any person who reported directly to him had material dealings at
                any time
                during the Relevant Period.

            


    

    


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


     

    
      	
              SCHEDULE
                3

            
	 
	
              Further
                Claims

            
	 
	
              1.

            	
              In
                this agreement, "Further Claims" means all and any claims, costs,
                expenses
                or rights of action of any kind, whether contractual, statutory or
                otherwise, whether or not they are or could be in the contemplation
                of the
                parties at the date of this Agreement, and whether having already
                occurred
                or arising in the future in the United Kingdom or in any other country
                in
                the world, which the Executive has or may have against the Company
                or any
                Group Company or any Relevant Personnel from time to time, which
                arise out
                of or in connection with the Executive's employment by the Company
                or any
                Group Company or its termination including (but not limited to) any
                claim:

            
	 	 
	
              1.1

            	
              which
                is an Employment Claim;

            
	 	 
	
              1.2

            	
              in
                relation to notice or pay in lieu of notice;

            
	 	 
	
              1.3

            	
              for
                equal treatment under the Equal Pay Act 1970;

            
	 	 	 
	
              1.4

            	
              for
                direct and/or indirect sex discrimination, discrimination on the
                grounds
                of gender re-assignment, direct and/or indirect discrimination against
                married persons, discrimination by way of victimisation, harassment
                and
                any other claim under the Sex Discrimination Act 1975;

            
	 	 
	
              1.5

            	
              for
                direct and/or indirect discrimination, discrimination by way of
                victimisation, harassment and any other claim under the Race Relations
                Act
                1976;

            
	 	 
	
              1.6

            	
              for
                discrimination, harassment, failure to make adjustments and any other
                claim under the Disability Discrimination Act 1995;

            
	 	 
	
              1.7

            	
              for
                unauthorised deductions from wages, for detriment in employment (on
                any
                ground), for detriment or dismissal or selection for redundancy on
                grounds
                related to having made a protected disclosure, for the right to time
                off
                for dependants, for the right to a written statement of reasons for
                dismissal, for unfair dismissal, for automatically unfair dismissal
                (on
                any ground), for a redundancy payment, for automatically unfair selection
                for redundancy on any ground and any other claim under the Employment
                Rights Act 1996;

            
	 	 
	
              1.8

            	
              for
                the national minimum wage and/or additional remuneration, failure
                to allow
                access to records and detriment in employment on grounds related
                to the
                national minimum wage under the National Minimum Wage Act
                1998;

            
	 	 
	
              1.9

            	
              for
                the right to be accompanied and for detriment and/or dismissal on
                the
                grounds relating to the right to be accompanied under the Employment
                Relations Act 1999;

            
	 	 
	
              1.10

            	
              under
                the Employment Act 2002;

            
	 	 
	
              1.11

            	
              for
                compensation for entitlement to annual leave, payment in respect
                of annual
                leave, refusal to give paid annual leave, daily and/or weekly and/or
                compensatory rest and/or rest breaks and any other claim under the
                Working
                Time Regulations 1998;

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              1.12

            	
              relating
                to any rights to and/or during any period of parental leave, relating
                to
                the right to return after parental leave, detriment relating to parental
                rights, automatic unfair dismissal on parental grounds, contractual
                rights
                to and/or during parental leave under the Maternity and Parental
                Leave,
                etc Regulations 1999;

            
	 	 
	
              1.13

            	
              for
                less favourable treatment, for the right to receive a written statement
                of
                reasons for less favourable treatment, automatic unfair dismissal
                and/or
                detriment in employment under the Part-Time Workers (Prevention of
                Less
                Favourable Treatment) Regulations 2000;

            
	 	 
	
              1.14

            	
              for
                any rights to and/or during paternity and/or adoption leave, the
                right to
                return after paternity and/or adoption leave, for detriment relating
                to
                paternity and/or adoption leave, automatic unfair dismissal and/or
                contractual rights to and/or during paternity and/or adoption leave
                under
                the Paternity and Adoption Leave Regulations 2002 and/or the Statutory
                Paternity Pay and Adoption Pay (General) Regulations
                2002;

            
	 	 
	
              1.15

            	
              for
                discrimination, victimisation and/or harassment on grounds of religion
                and/or belief under the Employment Equality (Religion or Belief)
                Regulations 2003;

            
	 	 
	
              1.16

            	
              for
                discrimination, victimisation and/or harassment on grounds of sexual
                orientation under the Employment Equality (Sexual Orientation) Regulations
                2003;

            
	 	 
	
              1.17

            	
              for
                discrimination, victimisation and/or harassment on grounds of age
                under
                the Employment Equality (Age) Regulations 2006;

            
	 	 
	
              1.18

            	
              in
                relation to any breach of the Executive's contract of employment
                including
                (but not limited to) unpaid wages, unpaid holiday pay and/or unpaid
                sick
                pay, permanent health insurance, private medical insurance, bonus
                or
                commission or any other contractual or discretionary benefit and
                any other
                contractual and/or tortious claim;

            
	 	 
	
              1.19

            	
              in
                relation to any office or directorship(s) of the Company or any Group
                Company the Executive may hold;

            
	 	 
	
              1.20

            	
              for
                personal injury and/or negligence;

            
	 	 
	
              1.21

            	
              in
                relation to any share option scheme, bonus scheme or other profit-sharing
                scheme or arrangement between the Executive and the Company or any
                Group
                Company including (but not limited to) the 2004 Employee Stock Option
                Plan.

            
	 	 
	
              1.22

            	
              in
                relation to the conduct of the Company or any Group Company in relation
                to
                any retirement benefits scheme (as defined in section 611 of the
                Income
                and Corporation Taxes Act 1988) of which the Executive is or claims
                to be
                a member including, without limitation, the payment of contributions
                to,
                the accrual of benefits under, or the exercise of any powers or discretion
                in relation to such a scheme;

            
	 	 
	
              1.23

            	
              in
                respect of which a Conciliation Officer is authorised to
                act;

            
	 	 
	
              1.24

            	
              under
                European Union law; or

            
	 	 
	
              1.25

            	
              any
                other statutory claim or claim for breach of statutory
                duty.

            


    

    


    
      	
              2.

            	
              "Claim"
                includes (without limitation):

            
	 	 
	
              2.1

            	
              any
                claim of which, at the date of this Agreement, neither the Company
                or the
                Executive is aware; and

            
	 	 
	
              2.2

            	
              any
                claim of which, at the date of this Agreement, the Executive is aware
                but
                neither the Company nor any Group Company nor any Relevant Personnel
                is
                aware.

            


    

    


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      4

     

    Adviser's
      acknowledgement

     

    


     

    I
      David
      Jepps, confirm that I have given independent legal advice to Iolo Jones of
      103B
      South Hill Park, London, NW3 2SP ("Employee") as to the terms and effect of
      this
      Agreement and in particular its effect on the Employee's ability to pursue
      the
      Employee's rights before an employment tribunal.

     

    I
      confirm
      that I am a qualified lawyer within the meaning of Section 203(4) Employment
      Rights Act 1996 (as amended) holding a current practising certificate and that
      I
      am neither employed by nor acting for Narrowstep Limited, nor acting in this
      matter for any Group Company.  I confirm that there is, and was at the
      time I gave the advice referred to above, in force a contract of insurance
      or an
      indemnity provided for members of a professional body covering for the risk
      of a
      claim by the Employee in respect of any loss arising in consequence of the
      advice referred to above.

     

     

    
      	Signed	 /s/
              David Jepps	 	Dated
              	30
              November 2007


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS of which this Agreement has been executed by or on behalf of
      the parties on the date at the top of page 1.

     

    SIGNED
      by [NAME OF PERSON
      SIGNING]                                            

     

    a
      duly
      authorised signatory
      of                                                                     


     

    NARROWSTEP
      LIMITED                                                                            

     

    


     

    


     

    SIGNED                                

     

    /s/
IOLO
      JONES

     

    by
      IOLO JONES

     

     

     

     

    16