ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is made as of December 28,
2005, by and among ROO Group, Inc., a Delaware corporation (the "Company"), the
purchasers signatory hereto (each a "Purchaser" and together the "Purchasers"),
and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the
Americas, New York, New York 10036 (the "Escrow Agent"). Capitalized terms used
but not defined herein shall have the meanings set forth in the Purchase
Agreement (as defined below).

                              W I T N E S S E T H:

         WHEREAS, the Purchasers will be purchasing from the Company shares (the
"Shares") of the Company's common stock, par value $.0001 per share (the "Common
Stock"), pursuant to a Common Stock Purchase Agreement dated as of the date
hereof by and among the Company and the Purchasers (the "Purchase Agreement");

         WHEREAS, the Company and the Purchasers have requested that the Escrow
Agent hold the subscription amounts with respect to the purchase of the Shares
in escrow until the Escrow Agent has received, among other things, the Purchase
Price (as defined in the Purchase Agreement); and

         NOW, THEREFORE, in consideration of the covenants and mutual promises
contained herein and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged and intending to be legally
bound hereby, the parties agree as follows:

                                   ARTICLE 1
                               TERMS OF THE ESCROW

         1.1. The parties hereby agree to establish an escrow account with the
Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of
the Shares as contemplated by the Purchase Agreement.

         1.2. Upon the Escrow Agent's receipt of the aggregate subscription
amounts into its master escrow account, together with copies of counterpart
signature pages of the Transaction Documents from each Purchaser and the Company
and all other closing documents required under Article IV of the Purchase
Agreement, it shall advise the Company and the Purchasers, or their designated
attorney or agent, of the amount of funds it has received into its master escrow
account.

         1.3. Wire transfers to the Escrow Agent shall be made as follows:

              Bank:          Citibank, N.A.
                             666 Fifth Avenue
                             New York, NY 10103
              ABA No.:       021000089
              Account Name:  Kramer Levin Naftalis & Frankel LLP IOLA Account
              Account No.:   37317968
              Reference:     Roo Group, Inc.

                                       1
<PAGE>

         1.4. The Company and the Purchasers, promptly following being advised
by the Escrow Agent that the Escrow Agent has received the subscription amounts
for the Closing, copies of counterpart signature pages of the Transaction
Documents from each Purchaser and the Company and all other closing documents
required under Article IV of the Purchase Agreement, shall deliver to the Escrow
Agent a Release Notice, in the form attached hereto as Exhibit A (the "Release
Notice").

         1.5. Once the Escrow Agent receives the Release Notice executed by the
Company and the Purchasers, it shall wire the subscription proceeds per the
written instructions of the Company and the placement agent, net of
$[_____________] to Kramer Levin Naftalis & Frankel LLP, $25,000 to Sichenzia
Ross Friedman Ference LLP and $[__________] payable to Burnham Hill Partners, a
division of Pali Capital, Inc., the placement agent for the offering of the
Shares, as its fee in connection with the transaction described herein.

         1.6. Wire transfers to the Company shall be made pursuant to written
instructions from the Company provided to the Escrow Agent.

                                   ARTICLE 2
                                 MISCELLANEOUS

         2.1. No waiver or any breach of any covenant or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension of
time for performance of any obligation or act shall be deemed an extension of
the time for performance of any other obligation or act.

         2.2. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent as set forth in the Purchase
Agreement.

         2.3. This Escrow Agreement shall be binding upon and shall inure to the
benefit of the permitted successors and permitted assigns of the parties hereto.

         2.4. This Escrow Agreement is the final expression of, and contains the
entire agreement between, the parties with respect to the subject matter hereof
and supersedes all prior understandings with respect thereto. This Escrow
Agreement may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
parties to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein.

                                       2
<PAGE>

         2.5. Whenever required by the context of this Escrow Agreement, the
singular shall include the plural and masculine shall include the feminine. This
Escrow Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all references to Articles are to this Escrow Agreement.

         2.6. The parties hereto expressly agree that this Escrow Agreement
shall be governed by, interpreted under and construed and enforced in accordance
with the laws of the State of New York, without regard to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. Any action to enforce, arising out of, or relating in any
way to, any provisions of this Escrow Agreement shall only be brought in a state
or Federal court sitting in New York City, Borough of Manhattan.

         2.7. The Escrow Agent's duties hereunder may be altered, amended,
modified or revoked only by a writing signed by the Company, each Purchaser and
the Escrow Agent.

         2.8. The Escrow Agent shall be obligated only for the performance of
such duties as are specifically set forth herein and may rely and shall be
protected in relying or refraining from acting on any instrument reasonably
believed by the Escrow Agent to be genuine and to have been signed or presented
by the proper party or parties. The Escrow Agent shall not be personally liable
for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent
while acting in good faith and in the absence of gross negligence, fraud and
willful misconduct, and any act done or omitted by the Escrow Agent pursuant to
the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence
of such good faith, in the absence of gross negligence, fraud and willful
misconduct.

         2.9. The Escrow Agent is hereby expressly authorized to disregard any
and all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order, judgment
or decree, the Escrow Agent shall not be liable to any of the parties hereto or
to any other person, firm or corporation by reason of such decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.

         2.10. The Escrow Agent shall not be liable in any respect on account of
the identity, authorization or rights of the parties executing or delivering or
purporting to execute or deliver the Purchase Agreement or any documents or
papers deposited or called for thereunder in the absence of gross negligence,
fraud and willful misconduct.

         2.11. The Escrow Agent shall be entitled to employ such legal counsel
and other experts as the Escrow Agent may deem necessary properly to advise the
Escrow Agent in connection with the Escrow Agent's duties hereunder, may rely
upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor which shall be paid by the Escrow Agreement unless
otherwise provided for in Section 2.14. The Escrow Agent has acted as legal
counsel for the placement agent and the Purchasers, and may continue to act as
legal counsel for the placement agent and the Purchasers from time to time,
notwithstanding its duties as the Escrow Agent hereunder. The Company and the
Purchasers consent to the Escrow Agent in such capacity as legal counsel for the
Purchasers and the placement agent and waives any claim that such representation
represents a conflict of interest on the part of the Escrow Agent. The Company
and the Purchasers understand that the placement agent and the Escrow Agent are
relying explicitly on the foregoing provision in entering into this Escrow
Agreement.

                                       3
<PAGE>

         2.12. The Escrow Agent's responsibilities as escrow agent hereunder
shall terminate if the Escrow Agent shall resign by giving written notice to the
Company and the Purchasers. In the event of any such resignation, the Purchasers
and the Company shall appoint a successor Escrow Agent and the Escrow Agent
shall deliver to such successor Escrow Agent any escrow funds and other
documents held by the Escrow Agent.

         2.13. If the Escrow Agent reasonably requires other or further
instruments in connection with this Escrow Agreement or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

         2.14. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the documents
or the escrow funds held by the Escrow Agent hereunder, the Escrow Agent is
authorized and directed in the Escrow Agent's sole discretion (1) to retain in
the Escrow Agent's possession without liability to anyone all or any part of
said documents or the escrow funds until such disputes shall have been settled
either by mutual written agreement of the parties concerned by a final order,
decree or judgment or a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but the Escrow Agent shall
be under no duty whatsoever to institute or defend any such proceedings or (2)
to deliver the escrow funds and any other property and documents held by the
Escrow Agent hereunder to a state or Federal court having competent subject
matter jurisdiction and located in the City of New York, Borough of Manhattan,
in accordance with the applicable procedure therefor.

         2.15. The Company and each Purchaser agree jointly and severally to
indemnify and hold harmless the Escrow Agent and its partners, employees, agents
and representatives from any and all claims, liabilities, costs or expenses in
any way arising from or relating to the duties or performance of the Escrow
Agent hereunder or the transactions contemplated hereby or by the Purchase
Agreement other than any such claim, liability, cost or expense to the extent
the same shall have been determined by final, unappealable judgment of a court
of competent jurisdiction to have resulted from the gross negligence, fraud or
willful misconduct of the Escrow Agent.

                            [SIGNATURE PAGE FOLLOWS]







                                       4
<PAGE>

                      [SIGNATURE PAGE TO ESCROW AGREEMENT]

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of this 28th day of December, 2005.



ROO GROUP, INC.:




------------------------------------------
     Name:  Robin Smyth
     Title: Chief Financial Officer

ESCROW AGENT:

Kramer Levin Naftalis & Frankel LLP

By:__________________________________________
     Name:
     Title:




                      [PURCHASERS' SIGNATURE PAGE FOLLOWS]

















                                       5
<PAGE>


                [PURCHASER'S SIGNATURE PAGE TO ESCROW AGREEMENT]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: ______________________
Title of Authorized Signatory: _____________________



                           [SIGNATURE PAGES CONTINUE]























                                       6
<PAGE>

                                                                    Exhibit A to
                                                                Escrow Agreement

                                 RELEASE NOTICE

         The UNDERSIGNED, pursuant to the Escrow Agreement, dated as of December
____, 2005 among the Company, the Purchasers signatory thereto and Kramer Levin
Naftalis & Frankel LLP, as Escrow Agent (the "Escrow Agreement"; capitalized
terms used herein and not defined shall have the meaning ascribed to such terms
in the Escrow Agreement), hereby notify the Escrow Agent that each of the
conditions precedent to the purchase and sale of the Shares have been satisfied.
The Company hereby confirms that all of its respective representations and
warranties contained in the Purchase Agreement remain true and correct and
authorize the release by the Escrow Agent of the funds to be released as
described in the Escrow Agreement. This Release Notice shall not be effective
until executed by the Company and the Purchasers.

         This Release Notice may be signed in one or more counterparts, each of
which shall be deemed an original.

         IN WITNESS WHEREOF, the undersigned have caused this Release Notice to
be duly executed and delivered as of this ___ day of December, 2005.

ROO GROUP, INC.:


By:____________________________
    Name:
    Title:



                       [PURCHASERS SIGNATURE PAGES FOLLOW]













                                       7
<PAGE>


                 [PURCHASER'S SIGNATURE PAGE TO ESCROW RELEASE]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: ______________________
Title of Authorized Signatory: _____________________































                                       8