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                               PURCHASE AGREEMENT



                THIS PURCHASE AGREEMENT ("Agreement") is made as of the 22nd day

of February, 2006 by and among Narrowstep Inc., a Delaware corporation (the

"Company"), and the Investors set forth on the signature pages affixed hereto

(each an "Investor" and collectively the "Investors").



                                    RECITALS



                A.      The Company and the Investors are executing and

delivering this Agreement in reliance upon the exemption from securities

registration afforded by the provisions of Regulation D ("Regulation D"), as

promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the

Securities Act of 1933, as amended; and



                B.      The Investors wish to purchase from the Company, and the

Company wishes to sell and issue to the Investors, upon the terms and conditions

stated in this Agreement, (i) an aggregate of up to 12,333,333 shares of the

Company's Common Stock, par value $0.000001 per share (together with any

securities into which such shares may be reclassified the "Common Stock"), at

purchase price of $0.60 per share, (ii) warrants to purchase an aggregate of up

to 6,166,666 shares of Common Stock (subject to adjustment) at an exercise price

of $0.60 per share (subject to adjustment) in the form attached hereto as

EXHIBIT A (the "Series A Warrants"), and (iii) warrants to purchase an aggregate

of up to 6,166,666 shares of Common Stock (subject to adjustment) at an exercise

price of $1.20 per share (subject to adjustment) in the form attached hereto as

EXHIBIT B (the "Series B Warrants" and, collectively with the Series A Warrants,

the "Warrants"); and



                C.      Contemporaneous with the sale of the Common Stock and

Warrants, the parties hereto will execute and deliver a Registration Rights

Agreement, in the form attached hereto as EXHIBIT C (the "Registration Rights

Agreement"), pursuant to which the Company will agree to provide certain

registration rights under the Securities Act of 1933, as amended, and the rules

and regulations promulgated thereunder, and applicable state securities laws.



                In consideration of the mutual promises made herein and for

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto agree as follows:



        1.      DEFINITIONS. In addition to those terms defined above and

elsewhere in this Agreement, for the purposes of this Agreement, the following

terms shall have the meanings set forth below:



                "AFFILIATE" means, with respect to any Person, any other Person

which directly or indirectly through one or more intermediaries Controls, is

controlled by, or is under common control with, such Person.



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                "BUSINESS DAY" means a day, other than a Saturday or Sunday, on

which banks in New York City are open for the general transaction of business.



                "CLOSING DATE" has the meaning set forth in Section 3(b).



                "COMMON STOCK" has the meaning set forth in the Recitals of this

Agreement.



                "COMPANY COUNSEL FEES" has the meaning set forth in Section

3(a).



                "COMPANY COUNSEL" has the meaning set forth in Section 3(a).



                "COMPANY'S KNOWLEDGE" means the actual knowledge of the

executive officers (as defined in Rule 405 under the 1933 Act) of the Company,

after due inquiry.



                "CONFIDENTIAL INFORMATION" means trade secrets, confidential

information and know-how (including but not limited to ideas, formulae,

compositions, processes, procedures and techniques, research and development

information, computer program code, performance specifications, support

documentation, drawings, specifications, designs, business and marketing plans,

and customer and supplier lists and related information).



                "CONTROL" (including the terms "controlling", "controlled by" or

"under common control with") means the possession, direct or indirect, of the

power to direct or cause the direction of the management and policies of a

Person, whether through the ownership of voting securities, by contract or

otherwise.



                "CONVERTIBLE SECURITIES" means any options, warrants, debentures

or other securities which by their terms are convertible into or exchangeable

for, Equity Securities.



                "DISCLOSURE SCHEDULES" has the meaning set forth in Section 4.



                "EFFECTIVE DATE" means the date on which the initial

Registration Statement is declared effective by the SEC.



                "EFFECTIVENESS DEADLINE" means the date on which the initial

Registration Statement is required to be declared effective by the SEC under the

terms of the Registration Rights Agreement.



                "ENVIRONMENTAL LAWS" has the meaning set forth in Section 4.16.



                "EQUITY SECURITIES" shall mean, collectively, (a) all of the

shares of any class of capital stock of the Company including, without

limitation, all common stock and any subsequently issued preferred stock and any

shares which may be issued by reason of stock splits, reverse stock splits,

stock dividends or other recapitalizations of the Company, (b) all shares

issuable under options, warrants and other rights of any kind to purchase any

class of such capital stock, and (c) all shares issuable under securities

convertible into or exchangeable for any of the securities described in clause

(a) or clause (b). Whenever this Agreement refers to a



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number or percentage of Equity Securities, such number or percentage shall be

calculated as if each of the Equity Securities had been exchanged or converted

into shares of Common Stock immediately prior to such calculation.



                "ESCROW AMOUNT" has the meaning set forth in Section 3(a).



                "EVALUATION DATE" has the meaning set forth in Section 4.25.



                "EXEMPT ISSUANCE" means any issuance or sale of Convertible

Securities or Equity Securities (i) as a dividend to holders of Equity

Securities or upon any subdivision or combination of Equity Securities; (ii) to

an employee, director or consultant under a plan or arrangement approved by the

Company's Board of Directors, including a majority of the non-employee

directors; (iii) in connection with the acquisition of another entity by the

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