EXECUTIVE
      MANAGEMENT AGREEMENT

     

    THIS
      AGREEMENT
      is made
      as of the 18th day of December, 2007 (this “Agreement”), by and between
KIT
      CAPITAL LIMITED,
      a
      company duly licensed or incorporated in Dubai, United Arab Emirates, with
      its
      principal offices located at Dubai Media City, Building #9, Suite 107, Dubai,
      UAE (together with its subsidiaries and affiliates, “KIT”), and ROO
      GROUP, INC.,
      a
      Delaware corporation, with its principal offices located at 228 East
      45th
      Street,
      8th
      Floor,
      New York, New York 10017 (together with its wholly owned subsidiaries, the
      “Company”). 

    WITNESSETH

     

    WHEREAS,
      the
      Company
      is a
      service provider engaged in the business of online digital media and
      advertising; and

     

    WHEREAS,
      the
      Company desires to engage KIT to perform certain services for the Company as
      more fully described herein, starting January 9th,
      2008;
      and

     

    WHEREAS,
      KIT
      desires to invest in and manage the Company, commencing as of the Start Date,
      upon the terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE,
      it is
      mutually agreed by and between the parties hereto as follows:

     

    ARTICLE
      I

    SERVICES

     

    1.1 Subject
      to and upon the terms and conditions of this Agreement, the Company hereby
      agrees to hire KIT, and KIT hereby agrees to provide management services to
      the
      Company.

     

    
      
         

      

      
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    ARTICLE
      II

    DUTIES

     

    2.1 KIT,
      and
      each of the persons individually designated herein to perform services for
      the
      Company on behalf of KIT, shall, during the term of this Agreement, report
      to
      the Company’s Board of Directors (the “Board”), and shall perform such duties
      and functions as are customarily assigned to the position(s) to which such
      persons are assigned as well as such other duties and responsibilities not
      inconsistent therewith as may be assigned to him from time to time by the Board,
      including the following: (i) KIT shall designate the following KIT employees
      (the “KIT Employees”) to assume the respective positions of Chief Executive
      Officer, Head of Communications (including investor and press relations) and
      Corporate Development Manager of the Company: Kaleil Isaza Tuzman (“Isaza
      Tuzman”), Jaime Levine (“Levine”) and Rosario Davi (“Davi”); (ii) KIT and/or the
      KIT Employees shall provide (a) overall strategic and operational assessments
      of
      the Company’s businesses; (b) day-to-day strategic and operational management;
      (c) cost reduction and efficiency realization; (d) competitive business reviews;
      (e) business development, including sales, sales support, equity capital
      fundraising, merger and acquisition sourcing and execution, etc.; (f) human
      resources reviews and recommendations; and (g) branding and marketing; (iii)
      KIT
      shall be expressly authorized on behalf of the Company to terminate staff,
      close
      offices, divest assets and take all such other actions as it deems necessary,
      in
      its reasonable judgment and subject to board approval where required, to achieve
      cost reductions and efficiencies for the Company; (iv) Kaleil Isaza Tuzman
      shall
      have full authority to act for and bind the Company and shall be an authorized
      signatory of the Company, subject to prior board approval. Robert Petty
      (“Petty”) shall resign as Chief Executive Officer and assume the position of
      Founder and Vice-Chairman as of the Start Date. In the event that any KIT
      employees cease to serve in the roles designated in Section 2.1(i) above, then
      and in such event a suitable replacement may be made by KIT subject to approval
      by the Board, and should such approval not be granted, the compensation payable
      pursuant to this Agreement shall be adjusted as shall be reasonably agreed
      upon
      in good faith between the parties.

     

    
      
         

      

      
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    2.2 KIT
      Employees shall devote so much of their time to the activities of the Company
      as
      is necessary and appropriate to carry out their duties hereunder. The foregoing
      notwithstanding, the Company acknowledges and agrees that during the term of
      KIT’s involvement with the Company, KIT, its affiliates, employees, agents or
      consultants, may perform and continue to perform consulting services for other
      entities (excluding any “IPTV” provider) and may accept directorships with and
      continue to serve as a director of such entities, so long as such activities
      do
      not materially interfere with the performance of KIT’s responsibilities in
      accordance with this Agreement or violate the provisions of ARTICLE IX of this
      Agreement. For example, the Company acknowledges and is aware of KIT’s current
      investments, board memberships or consulting activities for World Recognition
      International, LLC, Oakwood Homes Corp., Automated Benefits Corp., Heart of
      Entrepreneurship, LLC, and Yom Investments, Ltd. The Company further
      acknowledges that KIT is a shareholder and member of the board of directors
      of
      JumpTV Inc. and the Company expressly waives any conflict of interest that
      may
      now exist or may later arise as a result of KIT’s relationship with JumpTV Inc.


     

    2.3 As
      a
      means of controlling Company costs, commencing as of the Start Date and
      continuing for the duration of the term hereof, unless the Board determines
      otherwise or designates another delegated party, no expenditure of more than
      $2,500 may be made by the Company or any of its employees, agents or consultants
      without one of the KIT Employees’ prior written consent, which consent may be
      given by email. 

     

    
      
         

      

      
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    2.4 Isaza
      Tuzman shall be appointed to the Company’s Board as Chairman as of the Start
      Date, which will at that time be comprised of no more than two (2) additional
      Board members. Kaleil Isaza Tuzman, on behalf of KIT, shall have the right
      to
      designate by notice to the Company up to four persons to serve from time to
      time
      as members of the Board of Directors. The Company shall, from time to time,
      use
      its best efforts to cause the election of the person(s) so designated to serve
      as members of the Board of Directors as promptly as possible. If for any reason
      under applicable law or the Company’s By-laws any such designee cannot
      immediately be elected to the Board of Directors, then until such time as such
      person(s) is elected to the Board of Directors (i) the person(s) so designated
      shall have the right to be present at all meetings of the Board of Directors,
      but shall not be entitled to vote on any action taken at such meeting, (ii)
      the
      Company shall provide notice to such person(s) of the date, place and time
      of
      each such meeting at least the same period in advance as the shortest such
      notice provided to any member of the Board of Directors, (iii) the Company
      shall
      provide such person(s) all agendas and other information and materials provided
      to the Board of Directors contemporaneously with the time the Company provides
      the same to the Board of Directors and (iv) the Company shall provide to such
      person(s) copies of each proposed unanimous written consent of the Board of
      Directors which consent is given to all members of the Board of Directors for
      execution by the directors during such period, at the same time such written
      consent is given to all members of the Board of Directors. In case any person
      designated as a member of the Board of Directors pursuant to this Section 2.4
      shall resign, die, be removed from office or otherwise be unable to serve,
      the
      Majority Holders shall be entitled to appoint a Person to designate a
      replacement pursuant to, and in accordance with, this Section 2.4. Ultimately,
      during the term of this Agreement the Company’s Board shall consist of no more
      than seven (7) members.

     

    2.5 KIT,
      acting by Isaza Tuzman, shall report directly to the Board.

     

    
      
         

      

      
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    ARTICLE
      III

    COMPENSATION

     

    3.1 Subject
      to the terms of this Agreement, during the term of KIT’s managements services
      provided to the Company, KIT shall be compensated for its services (including
      the services of Isaza Tuzman, Levine and Davi) initially at the rate of Fifty
      Thousand Eight Hundred ($50,800) Dollars per month, subject to such increases
      as
      the Board may determine in accordance with Section 6.1 hereof (the “Base
      Compensation”). KIT shall be responsible for, and shall indemnify Company in
      connection with, any employer obligations arising in connection with sums paid
      hereunder. The Base Compensation shall commence as of the Start Date (with
      the
      first monthly installment due as of that date). For avoidance of doubt, if
      the
      Company were to determine that any withholding taxes were required on the Base
      Compensation payments, such Base Compensation would be adjusted upwards such
      that the net cash payment to KIT remained at the $50,800 level.

     

    3.2 KIT
      shall
      receive an initial signing incentive payment of Sixty-Eight Thousand Five
      Hundred ($68,500) Dollars upon the full execution of this
      Agreement.

     

    ARTICLE
      IV

    STOCK
      OPTIONS; SYNTHETIC STOCK; RIGHT TO PURCHASE STOCK

     

    4.1 As
      an
      inducement to KIT to enter into this Agreement, the Company hereby grants to
      KIT
      and/or its designees options to purchase shares of the Company’s common stock
      (“Common Stock”), as follows:

    


    
      
         

      

      
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    Subject
      to the terms and conditions of
      the Company’s Employee Stock Option Plan (the “Plan”), which are incorporated
      herein by reference, KIT is hereby granted options (the “Options”) to purchase
      2,100,000 of the Company’s Common Stock 700,000 shall vest as of the Start Date
      and the remaining 1,400,000 of which shall vest, pro rata, on a monthly basis,
      over a period of three (3) years commencing as of the Start Date
      (1/36th per month). The exercise price of the Options shall be fixed
      by the Board of the Company no later than 8:00AM on the day following the date
      of execution of this Agreement, and shall be 5% higher than the weighted average
      closing price of the three previous trading days.

     

    4.2 Levine
      and Davi shall receive like Options (same issuance date, vesting schedule and
      exercise price) commensurate with their respective roles with the
      Company.

     

    4.3 As
      a
      further inducement to KIT to enter into this Agreement, the Company shall
      promptly institute a synthetic or “phantom” stock plan (the “Phantom Stock
      Plan”) pursuant to which the Company shall grant KIT “phantom” shares (the
“Phantom Shares”) equal to 2,100,000 shares of the Company’s Common Stock. The
      Phantom Shares shall vest, pro rata, on a monthly basis, over a period of three
      (3) years commencing as of the Start Date (1/36th
      per
      month). The terms of the Phantom Stock Plan shall be mutually acceptable to
      the
      Company and KIT. 

     

    4.4 Within
      15
      days of receipt of a written request from KIT during the first 150 days after
      execution of this Agreement, the Company shall use its best efforts to cause
      the
      holders of the Company’s preferred stock (“Preferred Stock”) to agree to sell to
      KIT (subject to all applicable securities laws, rules and regulations), at
      KIT’s
      sole option, a maximum of Five Million One Hundred Thousand (5,100,000) shares
      of Preferred Stock at a price per share of US$0.38. The Company’s failure to
      comply with its obligations under this Section 4.4 shall be deemed a material
      breach of this Agreement.

     

    
      
         

      

      
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    4.5 Additionally,
      within 30 days after KIT’s written request (subject to all applicable securities
      laws, rules and regulations) at any point during the first 150 days after
      execution of this Agreement, the Company shall permit KIT to purchase from
      the
      Company a maximum of five million (US$5,000,000) dollars of the Company’s Common
      Stock at a price per share of no higher than a 15% premium to the closing price
      of the Common Stock on the date of execution of this Agreement, and an
      additional minimum of ten million (US$10,000,000) dollars of the Company’s
      Common Stock at a price not exceeding ninety (90%) percent of the five (5)
      day
      trailing weighted average trading price of such Common Stock at the time of
      purchase. The second purchase of Common Stock (for US$10 million minimum) shall
      be subject to prior Board approval. The Company’s failure to comply with its
      obligations under this Section 4.4 shall be deemed a material breach of this
      Agreement.

     

    4.6
       Following
      the purchase by KIT of any of the shares of Preferred Stock and/or Common Stock
      pursuant to Sections 4.4 and/or Section 4.5 above, the Company shall use its
      best efforts to register the shares underlying and issuable upon conversion
      of
      the Preferred Stock and/or the Common Stock purchased by KIT on a Form SB-2
      Registration Statement (or such other appropriate Form as is available for
      use
      in connection with the registration of such shares), subject to customary
      underwriter cutbacks, if applicable, and shall rank in equal priority with
      the
      registration rights held by existing preferred stockholders. 

     

    
      
         

      

      
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    ARTICLE
      V

    ADDITIONAL
      INCENTIVE COMPENSATION

     

    5.1 Upon
      the
      date the Company shall achieve (i) two (2) consecutive quarters of GAAP
      profitability or (ii) the Company’s total monthly revenue equals or exceeds Six
      Million ($6,000,000) Dollars (the “Milestone Date”), KIT shall be paid in stock,
      within 15 days thereafter, an incentive bonus equal to the greater of (x) the
      preceding twelve (12) months’ Base Compensation or (y) the previous month’s
      monthly installment of Base Compensation multiplied by twelve (12). In addition,
      all unvested Options and Phantom Shares shall vest as of the Milestone
      Date.

     

    ARTICLE
      VI

    COMPENSATION
      ADJUSTMENT

     

    6.1 Upon
      each
      anniversary date of the date hereof, the Board shall in good faith and based
      upon the Company’s performance results for the preceding year determine whether
      to adjust KIT’s Base Compensation and/or to issue KIT additional Options and/or
      Phantom Shares upon substantially the same terms as are set forth above. It
      is
      anticipated that KIT’s compensation shall increase if performance results are
      favorable. 

     

    ARTICLE
      VII

    BENEFITS

    


    7.1 All
      travel undertaken by the KIT Employees on behalf of the Company shall be at
      the
      sole cost and expense of the Company. Kaleil Isaza Tuzman shall be permitted
      to
      fly business class for all flights in excess of four (4) hours, provided best
      available fares are sought. All lodging and food costs incurred by KIT Employees
      while traveling and/or conducting business for the Company shall be advanced
      or
      reimbursed by the Company in accordance with Company policy as applied to like
      executives.

     

    
      
         

      

      
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    7.2 In
      addition, the Company shall pay any required security deposit or other deposits
      and all relocation and furnishing costs up to a maximum of Thirteen Thousand
      ($13,500) Dollars for relocation of KIT employees and a New York City corporate
      apartment for KIT employees.

     

    7.4 During
      the term of this Agreement and for a period of ninety (90) days after the
      expiration or earlier termination thereof, the Company shall pay all monthly
      costs for use by KIT Employees of Blackberry or similar hand-held devices and
      cellular telephones. The costs shall be paid directly to the service provider
      on
      a monthly basis or shall immediately be reimbursed to KIT.

     

    7.5 The
      Company acknowledges that KIT shall hire forthwith an executive assistant (the
      “EA”) at a maximum gross salary per month of Five Thousand Five Hundred ($5,500)
      Dollars. Upon such hiring, the Company shall adjust the Base Compensation by
      an
      amount equal to the gross salary agreed to between KIT and the EA.

     

    ARTICLE
      VIII

    EXPENSES

     

    8.1 KIT
      shall
      be reimbursed by the Company for all reasonable expenses incurred for Company
      business within ten (10) days after submission by KIT of appropriate receipts
      or
      expense reports in accordance with Company policy.

     

    8.2 The
      Company shall establish a Dubai “free zone” subsidiary (the “Dubai Subsidiary”)
      and shall sponsor residency visas for Isaza Tuzman and Levine and pay all
      associated costs thereof through the Dubai Subsidiary. In addition, the Company
      or the Dubai Subsidiary shall pay all reasonable expenses of Isaza Tuzman and
      Levine for travel to and from Dubai in connection with residency visa
      requirements, at least two (2) times per year for each KIT
      employee.

     

    
      
         

      

      
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    ARTICLE
      IX

    RESTRICTIVE
      COVENANTS

     

    9.1 KIT
      recognizes and acknowledges that the Company, through the expenditure of
      consider-able time and money, has developed and will continue to develop in
      the
      future information concerning customers, clients, marketing, business and
      operational methods of the Company and its customers or clients, contracts,
      financial or other data, technical data or any other confidential or proprietary
      information possessed, owned or used by the Company, and that the same are
      confidential and proprietary, and are "confidential information" of the Company.
      In consideration of its retention by the Company hereunder, KIT agrees that
      neither it, nor any of the KIT Employees and/or any other KIT employees or
      agents will (KIT, the KIT Employees and/or any other KIT employees or agents
      are
      hereinafter collectively referred to as the “KIT Persons”), without the consent
      of the Board, make any disclosure of confidential information now or hereafter
      possessed by the Company to any person, partnership, corporation or entity
      either during or after the term hereunder, except to employees of the Company
      or
      its subsidiaries or affiliates and to others within or without the Company,
      as
      KIT and/or such KIT Persons may deem necessary in order to conduct the Company's
      business and except as may be required pursuant to any court order, judgment
      or
      decision from any court of competent jurisdiction. The foregoing shall not
      apply
      to information which is in the public domain on the date hereof; which, after
      it
      is disclosed to any of the KIT Persons by the Company, is published or becomes
      part of the public domain through no fault of any of the KIT Persons; which
      is
      known to any of the KIT Persons prior to disclosure thereof to him by the
      Company as evidenced by any of the KIT Persons written records; or, after any
      of
      the KIT Persons is no longer employed by the Company, which is thereafter
      disclosed to any of the KIT Persons in good faith by a third party which is
      not
      under any obligation of confidence or secrecy to the Company with respect to
      such information at the time of disclosure to any of the KIT Persons. The
      provisions of this Section shall continue in full force and effect
      notwithstanding any lawful termination of any KIT under this Agreement for
      a
      period of one year (1) following said termination.

     

    
      
         

      

      
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    a) During
      the period from the date of this Agreement until one (1) year following the
      date
      on which KIT’s retention with the Company is lawfully and properly terminated,
      none of the KIT Persons will, directly or indirectly, solicit, any individual
      who was an employee of Company during the six (6) month period prior to the
      lawful and proper termination of this Agreement, to leave Company's employ,
      or
      to become employed by any person or entity other than the Company.

     

    b) KIT
      acknowledges that the restrictive covenants (the "Restrictive Covenants")
      contained in this ARTICLE IX are a condition of KIT’s retention and are
      reasonable and valid in geographical and temporal scope and in all other
      respects. If any court determines that any of the Restrictive Covenants, or
      any
      part of any of the Restrictive Covenants, is invalid or unenforceable, the
      remainder of the Restrictive Covenants and parts thereof shall not thereby
      be
      affected and shall be given full effect, without regard to the invalid portion.
      If any court determines that any of the Restrictive Covenants, or any part
      thereof, is invalid or enforceable because of the geographic or temporal scope
      of such provision, such court shall have the power to reduce the geographic
      or
      temporal scope of such provision, as the case may be, and, in its reduced form,
      such provision shall then be enforceable.

     

    c) If
      KIT
      breaches, or threatens to breach, any of the Restrictive Covenants, the Company,
      in addition to and not in lieu of any other rights and remedies it may have
      at
      law or in equity, shall have the right to injunctive relief; it being
      acknowledged and agreed to by KIT that any such breach or threatened breach
      would cause injury to the Company and that money damages would not provide
      an
      adequate remedy to the Company.

    


    
      
         

      

      
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    ARTICLE
      X

    TERM

     

    10.1 This
      Agreement shall be for a three-year term (the “Initial Term”) commencing on
      January 9, 2008 (the “Start Date”) and terminating on January 9th,
      2011
      (the “Expiration Date”), unless sooner terminated as provided herein or mutually
      extended.
      The
      period commencing as of the Start Date and ending on the Expiration Date is
      referred to herein as the “Services Term.”

     

    10.2 Unless
      this Agreement is earlier terminated pursuant to the terms hereof, the Company
      agrees to use its best efforts to notify KIT in writing whether it intends
      to
      negotiate a renewal of this Agreement six (6) months prior to the Expiration
      Date.

    
      
         

      

      
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ARTICLE
        XI

    

    TERMINATION

     

    11.1 The
      Company may terminate this Agreement by giving a Notice of Termination (as
      hereinafter defined) to KIT in accordance with this Agreement: (i) for Cause;
      or
      (ii) without Cause. For purposes of this Agreement, “Cause” shall mean: (i)
      willful disobedience by KIT or any KIT Employee of a material and lawful
      instruction of the Board; (ii) conviction of KIT or any KIT Employee of any
      misdemeanor involving fraud or embezzlement or similar crime, or any felony;
      (iii) fraud, gross negligence or willful misconduct in the performance of its
      or
      his duties to the Company; (iv)
      the
      determination by any regulatory or judicial authority (including any securities
      self-regulatory organization) that Executive directly violated, before or after
      the date hereof, any federal or state securities law, any rule or regulation
      adopted thereunder; or (v) the continued and willful failure by Executive to
      substantial-ly and materially perform his material duties hereunder;
provided
      that the Company shall not have the right to terminate KIT pursuant to the
      foregoing clauses (i) and (iii) unless written notice specifying such breach
      shall have been given to KIT and, in the case of breach which is capable of
      being cured, KIT or any KIT Employee, as the case may be, shall have failed
      to
      cure such breach within thirty (30) days after its or his receipt of such
      notice.


    11.2 KIT
      may
      terminate this Agreement by giving a Notice of Termination to the Company in
      accordance with this Agreement, at any time, with or without Good Reason. For
      purposes of this Agreement, “Good Reason” shall mean (i) a change in KIT’s or
      any KIT Employee’s status, title, position or responsibilities (including
      reporting responsibilities) which, in the reasonable judgment of KIT, represents
      an adverse change from its or his status, title, position or responsibilities;
      the assignment to KIT or any KIT Employee of any duties or responsibilities
      which, in the reasonable judgment of KIT, are inconsistent with his or its
      status, title, position or responsibilities; or any removal of KIT or any KIT
      Employee from or failure to reappoint or reelect it or him to any of such
      offices or positions, except in connection with the termination of KIT’s
      employment for Cause or other than for Good Reason; (ii) a reduction in the
      KIT’s Base Compensation or benefits, or any failure to pay or award KIT any
      compensation or benefits to which KIT is entitled within five (5) days of the
      date due; and (iii) a Change of Control, as described in Article XII provided
      that KIT shall not have the right to terminate this Agreement pursuant to the
      foregoing clauses unless written notice specifying such breach shall have been
      given to the Company and, in the case of breach which is capable of being cured,
      the Company shall have failed to cure such breach within fifteen (15) days
      after
      its receipt of such notice.

     

    
      
         

      

      
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    11.3 For
      purposes of this Agreement, a “Notice of Termination” shall mean a written
      notice from the Company, or KIT, of termination of this Agreement which
      indicates the specific termination provision in this Agreement relied upon,
      if
      any, and which sets forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of this Agreement under the provision
      so indicated; provided that termination for Good Reason based on a Change of
      Control shall be served only in accordance Article XII. A Notice of Termination
      served by the Company shall specify the effective Termination Date.

     

    11.4 For
      purposes of this Agreement, “Termination Date” shall mean (i) in the case of
      Good Reason, ten (10) days from the date the Notice of Termination is given
      to
      the Company, except for a Change in Control, as described in Article XII; (ii)
      in the case of termination after the Expiration Date, the last day of services
      rendered; and (iv) in all other cases, the date specified in the Notice of
      Termination; provided, however, if this Agreement is terminated by the Company
      for any reason except Cause, the date specified in the Notice of Termination
      shall be at least thirty (30) days from the date the Notice of Termination
      is
      given to KIT.

     

    
      
         

      

      
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    11.5
       Upon
      termination of this Agreement on or after the Expiration Date for any reason
      except Cause (and including termination by KIT for Good Reason), the Company
      shall pay KIT, in addition to any other payments due hereunder, a cash severance
      payment equal to the greater of (i) the total amount paid to KIT during the
      preceding twelve (12) months, including Base Compensation and all bonuses,
      or
      (ii) the previous month’s monthly installment of Base Compensation multiplied by
      twelve (12). In addition, fifty (50%) percent of all then unvested Options
      and
      Phantom Shares shall vest immediately. The above severance provisions shall
      apply equally to any KIT Employee who has received cash or equity incentive
      compensation. For purposes of computing the cash severance payment, Base
      Compensation shall include any automatic increases to Base Compensation to
      which
      KIT or any KIT Employee, as the case may be, would have been entitled had this
      Agreement not been terminated. Cash severance shall be paid within fifteen
      (15)
      days after the Termination Date. 

     

    11.6 Neither
      KIT nor any KIT Employee, as the case may be, shall be required to mitigate
      the
      amount of any severance payment provided for in this Agreement by seeking or
      obtaining employment. 

     

    ARTICLE
      XII

    EXTRAORDINARY
      TRANSACTIONS

     

    12.1 For
      purposes of this Agreement, a “Change in Control” shall mean any of the
      following events: 

    
      
         

      

      
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    A.
       An
      acquisition (other than directly from the Company) of any classes of the voting
      stock of the Company entitled to vote (the “Voting Securities”) by any “Person”
(as the term person is used for purposes of Section 13(d) or 14(d) of the
      Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after
      which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3
      promulgated under the 1934 Act) of fifty (50%) percent or more of the combined
      voting power of the Company’s then outstanding Voting Securities; provided,
      however, that in determining whether a Change in Control has occurred, Voting
      Securities which are acquired in a “Non-Control Acquisition” (as hereinafter
      defined) shall not constitute an acquisition which would cause a Change in
      Control. A “Non-Control Acquisition” shall mean an acquisition by (1) an
      employee benefit plan (or a trust forming a part thereof) maintained by (x)
      the
      Company, or (y) any corporation or other Person of which a majority of its
      voting power or its equity securities or equity interest is owned directly
      or
      indirectly by the Company (a “Subsidiary”), or (2) the Company or any
      Subsidiary.

     

    Notwithstanding
      the foregoing, a Change in Control shall not be deemed to occur solely because
      a
      Person (the “Subject Person”) gained Beneficial Ownership of more than the
      permitted amount of the outstanding Voting Securities as a result of the
      acquisition of Voting Securities by the Company which, by reducing the number
      of
      Voting Securities outstanding, increases the proportional number of shares
      Beneficially Owned by the Subject Person, provided that if a Change in Control
      would occur (but for the operation of this sentence) as a result of the
      acquisition of Voting Securities by the Company, and after such share
      acquisition by the Company, the Subject Person becomes the Beneficial Owner
      of
      any additional Voting Securities which increases the percentage of the then
      outstanding Voting Securities Beneficially Owned by the Subject Person, then
      a
      Change in Control shall occur. 

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    B. Approval
      by stockholders of the Company of: (i) A merger, consolidation or reorganization
      involving the Company, unless: (1) the stockholders of the Company, immediately
      before such merger, consolidation or reorganization, own, directly or indirectly
      immediately following such merger, consolidation or reorganization, at least
      fifty (50%) percent of the combined voting power of the outstanding voting
      securities of the corporation resulting from such merger or consolidation or
      reorganization (the “Surviving Corporation”) in substantially the same
      proportion as their ownership of the Voting Securities immediately before such
      merger, consolidation or reorganization, and (2) no Person (other than the
      Company, any Subsidiary, any employee benefit plan (or any trust forming a
      part
      thereof) maintained by the Company, the Surviving Corporation or any Subsidiary)
      becomes Beneficial Owner of twenty (20%) percent or more of the combined voting
      power of the Surviving Corporation’s then outstanding voting securities as a
      result of such merger, consolidation or reorganization, a transaction described
      in clauses (1) and (2) shall herein be referred to as a “Non-Control
      Transaction”; or (ii) an agreement for the sale or other disposition of all or
      substantially all of the assets of the Company, to any Person, other than a
      transfer to a Subsidiary, in one transaction or a series of related
      transactions; or (iii) the stockholders of the Company approve any plan or
      proposal for the liquidation or dissolution of the Company.

     

    12.2 Notwithstanding
      anything contained in this Agreement to the contrary, if this Agreement is
      terminated prior to a Change in Control and KIT reasonably demonstrates that
      such termination (i) was at the request of a third-party who has indicated
      an
      intention or taken steps reasonably calculated to effect a Change in Control
      (a
“Third Party”) or (ii) otherwise occurred in connection with, or in anticipation
      of, a Change in Control, then for all purposes of this Agreement, the date
      of a
      Change in Control with respect to KIT shall mean the date immediately prior
      to
      the date of such termination of this Agreement. 

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    12.3 In
      the
      event of a Change of Control as described herein, (i) KIT shall receive cash
      compensation as described in Section 11.5 above, and (ii) the conditions to
      the
      vesting of any outstanding Options, Phantom Shares or other incentive awards
      (including restricted stock, stock options and granted performance shares or
      units (collectively, the “Awards”)) granted to KIT under any of the Company’s
      benefit plans, or under any other incentive plan or arrangement, shall be
      immediately deemed void and all such Awards shall be immediately and fully
      vested and exercisable. Further, the Options and shall be deemed amended to
      provide that in the event of termination after an event enumerated in this
      Article XII, the options shall remain exercisable for the duration of their
      original term.

     

    ARTICLE
      XIII

    JURISDICTION

     

    13.1 This
      Agreement has been made in, and shall be interpreted according to the laws
      of
      the State of New York without any reference to the conflicts of laws rules
      thereof. The parties hereto submit to the jurisdiction of the Courts of the
      State of New York for the purpose of any action or proceeding which may be
      brought to enforce the provisions of this Agreement. The foregoing
      notwithstanding, KIT, at its option, may elect to make this Agreement subject
      to
      the exclusive jurisdiction of the United Arab Emirates. 

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    ARTICLE
      XIV

    INDEMNIFICATION

     

    14.1 The
      Company hereby agrees to indemnify, defend, and hold harmless KIT, its officers,
      directors, shareholders, agents, consultants, affiliates, successors and
      assigns, the KIT Employees and all other KIT employees (collectively, the
“Indemnitees”), from and against any and all claims arising from or related to
      KIT’s services to the Company, or any claim related to prior services performed
      for JumpTV Inc., at any time asserted, at any place asserted, to the maximum
      extent permitted by the Company’s Certificate of Incorporation, By-Laws, and the
      Delaware General Corporation Law. 

     

    The
      Company shall maintain such insurance as is necessary and reasonable to protect
      KIT and the KIT Employees from any and all claims arising from or in connection
      with KIT’s services to the Company during the service period and for a period of
      five (5) years after the Termination Date for any reason. The provisions of
      this
      Section 14.1 are in addition to and not in lieu of any indemnification, defense
      or other benefit to which KIT and the KIT Employees may be entitled by statute,
      regulation, common law or otherwise. Notwithstanding anything to the contrary
      herein, the Company will not, however, be responsible for any claims,
      liabilities, losses, damages or expenses which result from any compromise or
      settlement not approved by the Company or which are determined by a final
      judgment of a court of competent jurisdiction to have resulted solely from
      the
      fraud, willful misconduct or gross negligence of the Indemnitees. 

     

    ARTICLE
      XV

    PRESS
      RELEASE

     

    15.1 Any
      press
      release by the Company relating to or made during the term of this Agreement
      shall require KIT’s prior written consent, which consent may be given by email
      and will not be unreasonably withheld.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    ARTICLE
      XVI

    LEGAL
      FEES

     

    16.1 The
      Company shall reimburse KIT forthwith for all reasonable legal fees and related
      costs incurred in connection with the preparation, review, negotiation and
      execution of this Agreement.

     

    ARTICLE
      XVII

    SEVERABILITY

     

    17.1 If
      any
      provision of this Agreement shall be held invalid and unenforceable, the
      remainder of this Agreement shall remain in full force and effect. If any
      provision is held invalid or unenforceable with respect to particular
      circumstances, it shall remain in full force and effect in all other
      circumstances.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    ARTICLE
      XVIII

    NOTICE

     

    18.1 For
      the
      purposes of this Agreement, notices and all other communications provided for
      in
      the Agreement shall be in writing and shall be deemed to have been duly given
      when (a) personally delivered or (b) sent by (i) a nationally recognized
      overnight courier service or (ii) certified mail, return receipt requested,
      postage prepaid and in each case addressed to the respective addresses as set
      forth below or to any such other address as the party to receive the notice
      shall advise by due notice given in accordance with this paragraph. All notices
      and communications shall be deemed to have been received on (a) if delivered
      by
      personal service, the date of delivery thereof; (b) if delivered by a nationally
      recognized overnight courier service, on the first business day following
      deposit with such courier service; or (c) on the third (3rd)
      business day after the mailing thereof via certified mail. Notwithstanding
      the
      foregoing, any notice of change of address shall be effective only upon receipt.
      

     

    The
      current addresses of the parties are as follows:

     

    ROO
      Group, Inc. 

    228
      Eat
      45th
      Street,
      8th
      Floor

    New
      York,
      New York 10017

    


    KIT
      Capital Limited

     

    __________________

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    ARTICLE
      XIX

    BENEFIT

     

    19.1 This
      Agreement shall inure to, and shall be binding upon, the parties hereto, and
      their respective successors and assigns.

     

    ARTICLE
      XX

    WAIVER

     

    20.1 The
      waiver by either party of any breach or violation of any provision of this
      Agreement shall not operate or be construed as a waiver of any subsequent breach
      of construction and validity.

     

    ARTICLE
      XXI

    ASSIGNMENT

     

    21.1 This
      Agreement may not be assigned, in whole or in part, by the Company or KIT
      without the other party’s prior written consent. The foregoing notwithstanding,
      KIT may assign all or any portion of this Agreement to an affiliate, and may
      require the Company to assign all or any portion to the Dubai Subsidiary.


     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    ARTICLE
      XXII

    ENTIRE
      AGREEMENT


    This
      Agreement contains the entire agreement between the parties hereto. No change,
      addition, or amendment shall be made hereto, except by written agreement signed
      by the parties hereto or as otherwise provided herein.

     

    ARTICLE
      XXIII

    NON-CONTRAVENTION
      

     

    Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will constitute a violation or default under
      any term or provision of any
      agreement or restriction of any kind or character to which KIT
      is a
      party to or by which
      KIT is
      bound.  

    


    [signature
      page follows]

    


    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement and affixed their hands and seals
      the day and year first above written.

    


    


    


    
      	 	
              ROO
                GROUP, INC. 

              


              By:
                __/s/
                Robert
                Petty                               
                       

              Name:
                _Robert
                Petty                                  
                       

              Title:
                Chief
                Executive
                Officer                      
                     

              


              


              KIT
                CAPITAL LIMITED 

              


              By:
                __/s/
                Kaleil Isaza
                Tuzman                      
                  

              Name:
                _Kaleil
                Isaza
                Tuzman                            
                

              Title:
                _Managing
                Director