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                          REGISTRATION RIGHTS AGREEMENT



        This Registration Rights Agreement (the "Agreement") is made and entered

into as of this 22nd day of February, 2006 by and among Narrowstep Inc., a

Delaware corporation (the "Company"), and the "Investors" named in that certain

Purchase Agreement by and among the Company and the Investors (the "Purchase

Agreement").



        The parties hereby agree as follows:



        1.      CERTAIN DEFINITIONS.



        As used in this Agreement, the following terms shall have the following

meanings:



        "AFFILIATE" means, with respect to any person, any other person which

directly or indirectly controls, is controlled by, or is under common control

with, such person.



        "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.



        "COMMON STOCK" shall mean the Company's common stock, par value

$0.000001 per share, and any securities into which such shares may hereinafter

be reclassified.



        "INVESTORS" shall mean the Investors identified in the Purchase

Agreement and any Affiliate or permitted transferee of any Investor who is a

subsequent holder of any Warrants or Registrable Securities.



        "PROSPECTUS" shall mean (i) the prospectus included in any Registration

Statement, as amended or supplemented by any prospectus supplement, with respect

to the terms of the offering of any portion of the Registrable Securities

covered by such Registration Statement and by all other amendments and

supplements to the prospectus, including post-effective amendments and all

material incorporated by reference in such prospectus, and (ii) any "free

writing prospectus" as defined in Rule 163 under the 1933 Act.



        "REGISTER," "REGISTERED" and "REGISTRATION" refer to a registration made

by preparing and filing a Registration Statement or similar document in

compliance with the 1933 Act (as defined below), and the declaration or ordering

of effectiveness of such Registration Statement or document.



        "REGISTRABLE SECURITIES" shall mean (i) the Shares, (ii) the Warrant

Shares and (iii) any other securities issued or issuable with respect to or in

exchange for Registrable Securities; provided, that, a security shall cease to

be a Registrable Security upon (A) sale pursuant to a Registration Statement or

Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by

the Investors pursuant to Rule 144(k).



        "REGISTRATION STATEMENT" shall mean any registration statement of the

Company filed under the 1933 Act that covers the resale of any of the

Registrable Securities pursuant to the provisions of this Agreement, amendments

and supplements to such Registration Statement, including post-effective

amendments, all exhibits and all material incorporated by reference in such

Registration Statement.



        "REQUIRED INVESTORS" means the Investors holding a majority of the

Registrable Securities.



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        "SEC" means the U.S. Securities and Exchange Commission.



        "SHARES" means the shares of Common Stock issued pursuant to the

Purchase Agreement.



        "1933 ACT" means the Securities Act of 1933, as amended, and the rules

and regulations promulgated thereunder.



        "1934 ACT" means the Securities Exchange Act of 1934, as amended, and

the rules and regulations promulgated thereunder.



        "WARRANTS" means, collectively (i) the Series A warrants to purchase

shares of Common Stock issued to the Investors pursuant to the Purchase

Agreement, the form of which is attached to the Purchase Agreement as Exhibit A,

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