PURCHASE AGREEMENT

                               ------------------





        THIS PURCHASE AGREEMENT ("Agreement") is made as of the 2nd day of

March, 2007 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) up to $10,000,000 in aggregate principal amount of

the Company's 12% Mandatorily Convertible Notes in the form attached hereto as

EXHIBIT A (the "Notes") which Notes are convertible into securities of the

Company as provided therein and an (ii) warrants to purchase up to an aggregate

of 5,000,000 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") (subject to adjustment) at an exercise price of $0.60 per share

(subject to adjustment) in the form attached hereto as EXHIBIT B (the

"Warrants"); and



        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.



                "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.



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

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



                "CONFIDENTIAL INFORMATION" means trade secrets, confidential

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

compositions, processes, procedures and





{PAGE}





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.



                "CONVERSION SECURITIES" means the securities issued upon

conversion of the Notes, including any shares of Common Stock issuable upon the

exercise or conversion of any Conversion Securities.



                "INTELLECTUAL PROPERTY" means all of the following: (i) patents,

patent applications, patent disclosures and inventions (whether or not

patentable and whether or not reduced to practice); (ii) trademarks, service

marks, trade dress, trade names, corporate names, logos, slogans and Internet

domain names, together with all goodwill associated with each of the foregoing;

(iii) copyrights and copyrightable works; (iv) registrations, applications and

renewals for any of the foregoing; and (v) proprietary computer software

(including but not limited to data, data bases and documentation).



                "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i)

the results of operations or financial condition of the Company and its

Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its

obligations under the Transaction Documents.



                "PERSON" means an individual, corporation, partnership, limited

liability company, trust, business trust, association, joint stock company,

joint venture, sole proprietorship, unincorporated organization, governmental

authority or any other form of entity not specifically listed herein.



                "PURCHASE PRICE" means up to Ten Million Dollars ($10,000,000).



                "SEC FILINGS" has the meaning set forth in Section 4.6.



                "SECURITIES" means the Notes, the Conversion Securities, the

Warrants and the Warrant Shares.



                "SUBSIDIARY" of any Person means another Person, an amount of

the voting securities, other voting ownership or voting partnership interests of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC