NARROWSTEP INC.



                              EMPLOYMENT AGREEMENT



                                       OF

                                DAVID C. MCCOURT



        This EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated June 8, 2007 (the

"EFFECTIVE DATE"), is made by and between Narrowstep Inc., a Delaware

corporation located at 116 Village Blvd, Suite 200, Princeton, New Jersey 08540

(the "COMPANY") and David C. McCourt, a resident of the State of New Jersey,

United States of America (the "EXECUTIVE").



        1.      EMPLOYMENT.



                1.1.    The Company agrees to employ the Executive as Chief

        Executive Officer and Chief Operating Officer of the Company and, so

        long as this Agreement remains in force and Executive remains a member

        of the Company's Board of Directors (the "Board"), Chairman of the

        Board, rendering the services and performing the duties and

        responsibilities consistent with such positions as may be determined and

        directed by the Board, in its sole discretion, and subject to the

        oversight and the authority of the Board.



                1.2.    The Executive agrees, to perform his duties faithfully

        and to the best of his ability. Notwithstanding the foregoing but

        subject to Section 7, the Executive may serve on the boards of other

        organizations and be engaged in other businesses as a principal,

        officer, director, consultant or advisor, provided that none of these

        activities conflict or interfere with his duties or responsibilities

        hereunder. The Company acknowledges that the Executive serves as the

        Chairman and Chief Executive Officer of Granahan McCourt Capital, LLC

        and Chairman and Chief Executive Officer of Granahan McCourt Acquisition

        Corporation (together with any other entities controlled by the

        Executive, the "GRANAHAN COMPANIES") and that such activities shall not

        violate this Agreement to the extent such activities do not relate to a

        Restricted Business (as defined below). Notwithstanding the foregoing,

        the Executive may, individually or through any of the Granahan

        Companies, participate in a transaction involving a Restricted Business

        to the extent the Company is unable or unwilling to participate.



        2.      TERM. The term of employment of the Executive hereunder (the

"TERM") shall commence on the Effective Date and shall continue until November

30, 2009. Thereafter, the Term shall automatically renew for additional one (1)

year periods beginning on each December 1 thereafter unless the Company or the

Executive provides the other with written notice of non-renewal





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not less than 90 days prior to the commencement of any such new one (1) year

period (a "NON-RENEWAL NOTICE"). Notwithstanding the foregoing, prior to the

expiration of the Term, the Agreement may be terminated in accordance with the

provisions of Section 5. The date of termination of this Agreement, either by

termination prior to the expiration of the Term or due to expiration of the

Term, shall be referred to herein as the "TERMINATION DATE".



        3.      COMPENSATION. The entirety of this Section 3 is subject to the

terms of Section 5.2 below.



                3.1.    NO INITIAL CASH COMPENSATION. The Company shall not

        initially pay the Executive compensation for his services in the form of

        cash. As of the Effective Date, except as provided in Section 4, all

        initial compensation payable to the Executive shall be in the form of

        equity in the Company and equity-based awards as provided in this

        Section 3. Pursuant to Section 3.6 below, the Executive's cash

        compensation treatment, if any, shall be reviewed by the Compensation

        and Governance Committee of the Board (the "COMPENSATION COMMITTEE") no

        less than annually, with cash compensation implemented in the discretion

        of the Compensation Committee.



                3.2.    GRANT OF RESTRICTED STOCK UNITS AND RESTRICTED STOCK. On

        the Effective Date, and as compensation for the Executive's services

        through November 30, 2007, the Company shall grant to the Executive:

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