AGREEMENT dated as of June 11, 2002 among Narrowstep Inc., a corporation having
an address at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ("Narrowstep") and
Iolo ▇▇▇▇▇, an individual having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇, ▇▇▇▇▇▇▇ ("▇▇▇▇▇").
Whereas, ▇▇▇▇▇ has represented that he is the owner of all the outstanding
shares of Narrowstep Ltd. ("Ltd."), a corporation organized under the laws of
England and Wales, which is engaged in the business of commercialising the
streaming of content, over the Internet, to targeted audiences, a concept called
"Narrowcasting"; and
Whereas, Management of Narrowstep believes the Narrowcasting business of Ltd.
can be profitable and attractive to investors; and
Whereas, Narrowstep is planning to raise capital by selling to investors
("Investors") a minimum of $250,000 of its common shares ("Shares") and a
maximum of $1,350,000 of its Shares, at a price of $0.20 per Share, in a private
offering of its Shares ("Offering") so that, after the Offering, the Investors
would own no more than forty (40%) of Narrowstep s outstanding Shares and ▇▇▇▇▇
would own 5,062,500 Shares, representing 30% of Narrowsteps Shares; and
Whereas, ▇▇▇▇▇ believes it would be advantageous for him for Ltd. s
Narrowcasting business to be owned by Narrowstep, the parties hereby agree to
the following:
Upon Narrowstep raising at least $250,000 in the Offering,
1. ▇▇▇▇▇ agrees to sell to Narrowstep, for a purchase price of
GBP30,000, one (1) share of Ltd. s outstanding shares, which
▇▇▇▇▇ represents are all the outstanding shares of Ltd., thereby
making Ltd. a wholly-owned subsidiary of Narrowstep;
2. In connection with his sale to Narrowstep of all his shares
in Ltd., ▇▇▇▇▇ agrees to assign to Narrowstep (i) all of his
interests in patents granted or patent applications pending in
connection with the Narrowstep Player, Narrowstep Adserver,
Narrowstep Content Manager, Narrowstep Network, and Narrowstep
Bureau Services (the list of patents granted and patents applied
for is set forth at Appendix A); (ii) all of his assets relating
to
the intellectual property of the Narrowcast business such as (a)
the URLs for ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇,
and ▇▇▇▇▇▇▇▇▇▇.▇▇▇., (b) trademarks, (c) business support
materials, and (d) any other rights or assets necessary for the
development of the Narrowcasting business; and (iii) rights in
any consulting agreements he or Ltd. is engaged in;
3. Narrowstep agrees to pay ▇▇▇▇▇ an annual salary of GBP65,000
for serving as Narrowstep s Chief Executive Officer and Chief
Technical Officer;
4. ▇▇▇▇▇ will assign to Narrowstep his rights in any consulting
services he is providing to outside parties, unrelated to the
Narrowcasting business. ▇▇▇▇▇ will be entitled to receive 80% of
the revenues received from such consulting, after payment of all
related expenses, with Narrowstep retaining the remaining 20%.
Any revenues received from consulting conducted by ▇▇▇▇▇ in
connection with the Narrowcast business shall belong in its
entirety to Narrowstep;
If the Offering does not raise at least $250,000, Narrowstep, or its assignee,
shall have the right to purchase from ▇▇▇▇▇ all his Shares in Narrowstep for the
same purchase price that ▇▇▇▇▇ paid for the Shares.
ACCEPTED AND AGREED TO:
Narrowstep Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman of the Board of Directors
-2-
/s/ Iolo ▇▇▇▇▇
----------------------------------
Iolo ▇▇▇▇▇, Individually
APPENDIX A
[LIST OF PATENTS AND PATENT APPLICATIONS]
-3-
