THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY  TO  THE  ISSUER  THAT  REGISTRATION  OF  SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                                 ROO GROUP, INC.

                            Expires October __, 2010

No.: W-PA-05- __                                 Number of Shares: _____________
Date of Issuance: October __, 2005

      FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth, the
undersigned,  ROO  Group,  Inc.,  a  Delaware  corporation  (together  with  its
successors    and   assigns,    the    "Issuer"),    hereby    certifies    that
_______________________________   or  its  registered  assigns  is  entitled  to
subscribe  for and purchase,  during the Term (as  hereinafter  defined),  up to
_____________________  (__________) shares (subject to adjustment as hereinafter
provided) of the duly authorized,  validly issued, fully paid and non-assessable
Common Stock of the Issuer,  at an exercise price per share equal to the Warrant
Price then in effect, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth. Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified in Section
9 hereof.

      1. Term.  The term of this Warrant shall  commence on October __, 2005 and
shall expire at 6:00 p.m.,  eastern time, on October __, 2010 (such period being
the "Term").

      2. Method of  Exercise;  Payment;  Issuance of New  Warrant;  Transfer and
Exchange.

      (a) Time of Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.

      (b) Method of Exercise.  The Holder hereof may exercise  this Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised,  payable at such Holder's  election (i) by certified or official bank
check or by wire  transfer  to an  account  designated  by the  Issuer,  (ii) by
"cashless  exercise" in accordance with the provisions of subsection (c) of this
Section 2, (iii) by the  surrender and  cancellation  of all or a portion of the
principal  amount plus any accrued but unpaid interest on the Holder's Notes, or
(iv) by a combination of the foregoing methods of payment selected by the Holder
of this Warrant.


                                      -1-
<PAGE>

      (c)  Cashless  Exercise.  Notwithstanding  any  provisions  herein  to the
contrary and  commencing  one (1) year following the Original Issue Date, if (i)
the Per Share  Market  Value of one share of Common  Stock is  greater  than the
Warrant  Price  (at the  date of  calculation  as set  forth  below)  and (ii) a
registration  statement under the Securities Act providing for the resale of the
Warrant  Stock is not then in  effect,  in lieu of  exercising  this  Warrant by
payment of cash, the Holder may exercise this Warrant by a cashless exercise and
shall  receive  the  number of shares of  Common  Stock  equal to an amount  (as
determined  below) by surrender of this Warrant at the  principal  office of the
Issuer together with the properly endorsed Notice of Exercise in which event the
Issuer  shall  issue to the Holder a number of shares of Common  Stock  computed
using the following formula:

            X = Y - (A)(Y)
                    ------
                      B

Where       X = the number of shares of Common Stock to be issued to the Holder.

            Y = the number of shares of Common Stock  purchasable  upon exercise
                of all of the  Warrant  or, if only a portion of the  Warrant is
                being exercised, the portion of the Warrant being exercised.

            A = the Warrant Price.

            B = the Per Share Market Value of one share of Common Stock.

      (d)  Issuance of Stock  Certificates.  In the event of any exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable  time, not exceeding five (5) Trading Days after such
exercise (the "Delivery Date") or, at the request of the Holder (provided that a
registration  statement under the Securities Act providing for the resale of the
Warrant Stock is then in effect),  issued and delivered to the Depository  Trust
Company ("DTC") account on the Holder's behalf via the Deposit  Withdrawal Agent
Commission  System  ("DWAC")  within a reasonable  time, not exceeding three (3)
Trading Days after such exercise,  and the Holder hereof shall be deemed for all
purposes to be the holder of the shares of Warrant  Stock so purchased as of the
date of such  exercise and (ii) unless this  Warrant has expired,  a new Warrant
representing  the number of shares of Warrant  Stock,  if any,  with  respect to
which this Warrant shall not then have been  exercised  (less any amount thereof
which  shall have been  canceled  in payment or partial  payment of the  Warrant
Price as hereinabove  provided) shall also be issued to the Holder hereof at the
Issuer's expense within such time.


                                      -2-
<PAGE>

      (e) Compensation for Buy-In on Failure to Timely Deliver Certificates Upon
Exercise. In addition to any other rights available to the Holder, if the Issuer
fails to cause its  transfer  agent to transmit to the Holder a  certificate  or
certificates representing the Warrant Stock pursuant to an exercise on or before
the Delivery  Date,  and if after such date the Holder is required by its broker
to purchase (in an open market  transaction or otherwise) shares of Common Stock
to deliver in  satisfaction  of a sale by the Holder of the Warrant  Stock which
the Holder  anticipated  receiving  upon such  exercise (a  "Buy-In"),  then the
Issuer  shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed,  and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant  Stock for which such  exercise  was not  honored or
deliver to the Holder the number of shares of Common  Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder.  For  example,  if the Holder  purchases  Common Stock having a total
purchase  price of  $11,000  to  cover a Buy-In  with  respect  to an  attempted
exercise of shares of Common Stock with an  aggregate  sale price giving rise to
such  purchase  obligation  of  $10,000,  under  clause  (1) of the  immediately
preceding  sentence the Issuer shall be required to pay the Holder  $1,000.  The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable  confirmations and
other evidence reasonably requested by the Issuer.  Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive  relief  with  respect  to the  Issuer's  failure  to timely  deliver
certificates  representing  shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.

      (f) Transferability of Warrant.  Subject to Section 2(h), this Warrant may
be  transferred  by a Holder  without the consent of the Issuer.  If transferred
pursuant to this  paragraph and subject to the  provisions of subsection  (h) of
this  Section 2, this Warrant may be  transferred  on the books of the Issuer by
the Holder hereof in person or by duly  authorized  attorney,  upon surrender of
this Warrant at the principal  office of the Issuer,  properly  endorsed (by the
Holder  executing an assignment in the form attached hereto) and upon payment of
any  necessary  transfer  tax or other  governmental  charge  imposed  upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants to purchase the same aggregate number of shares of Warrant Stock,  each
new Warrant to represent  the right to purchase such number of shares of Warrant
Stock as the Holder  hereof shall  designate at the time of such  exchange.  All
Warrants issued on transfers or exchanges shall be dated the Original Issue Date
and shall be identical  with this  Warrant  except as to the number of shares of
Warrant Stock issuable pursuant thereto.

      (g) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge  in writing the  extent,  if any, of its  continuing  obligation  to
afford to such  Holder all  rights to which such  Holder  shall  continue  to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.


                                      -3-
<PAGE>

      (h) Compliance with Securities Laws.

            (i) The Holder of this Warrant,  by acceptance hereof,  acknowledges
      that this  Warrant  and the  shares  of  Warrant  Stock to be issued  upon
      exercise hereof are being acquired solely for the Holder's own account and
      not as a nominee for any other  party,  and for  investment,  and that the
      Holder will not offer,  sell or  otherwise  dispose of this Warrant or any
      shares of Warrant Stock to be issued upon exercise  hereof except pursuant
      to an effective registration statement, or an exemption from registration,
      under the Securities Act and any applicable state securities laws.

            (ii) Except as provided in paragraph  (iii) below,  this Warrant and
      all certificates representing shares of Warrant Stock issued upon exercise
      hereof shall be stamped or imprinted  with a legend in  substantially  the
      following form:

            THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON
            EXERCISE HEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
            ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE
            SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE
            DISPOSED OF UNLESS  REGISTERED  UNDER THE  SECURITIES  ACT AND
            UNDER  APPLICABLE  STATE  SECURITIES  LAWS OR THE ISSUER SHALL
            HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
            THE ISSUER  THAT  REGISTRATION  OF SUCH  SECURITIES  UNDER THE
            SECURITIES  ACT AND UNDER THE  PROVISIONS OF APPLICABLE  STATE
            SECURITIES LAWS IS NOT REQUIRED.

            (iii) The Issuer  agrees to  reissue  this  Warrant or  certificates
      representing any of the Warrant Stock,  without the legend set forth above
      if at such time, prior to making any transfer of any such securities,  the
      Holder shall give written notice to the Issuer upon the occurrence of: (a)
      either  (i) the  Issuer has  received  an  opinion  of counsel  reasonably
      satisfactory  to the Issuer,  to the effect that the  registration of such
      securities  under the  Securities  Act is not required in connection  with
      such proposed transfer, (ii) a registration statement under the Securities
      Act covering such proposed  disposition  has been filed by the Issuer with
      the Securities and Exchange  Commission and has become effective under the
      Securities  Act, (iii) the Issuer has received  other evidence  reasonably
      satisfactory to the Issuer that such registration and qualification  under
      the Securities Act and state securities laws are not required, or (iv) the
      Holder provides the Issuer with  reasonable  assurances that such security
      can be sold pursuant to Rule 144 under the Securities  Act; and (b) either
      (i) the Issuer has received an opinion of counsel reasonably  satisfactory
      to the Issuer, to the effect that registration or qualification  under the
      securities  or "blue sky" laws of any state is not required in  connection
      with such proposed  disposition,  or (ii) compliance with applicable state
      securities  or "blue  sky"  laws has been  effected  or a valid  exemption
      exists with  respect  thereto.  The Issuer will respond to any such notice
      from a holder within three (3) business  days. In the case of any proposed
      transfer under this Section 2(h),  the Issuer will use reasonable  efforts
      to comply with any such  applicable  state  securities or "blue sky" laws,
      but shall in no event be  required,  (x) to qualify to do  business in any
      state  where it is not then  qualified,  (y) to take any action that would
      subject it to tax or to the general  service of process in any state where
      it is not then  subject,  or (z) to comply with state  securities or "blue
      sky"  laws  of  any  state  for  which  registration  by  coordination  is
      unavailable to the Issuer.  The restrictions on transfer contained in this
      Section 2(h) shall be in addition to, and not by way of limitation of, any
      other  restrictions  on transfer  contained  in any other  section of this
      Warrant. Whenever a certificate representing the Warrant Stock is required
      to be issued to a the  Holder  without  a  legend,  in lieu of  delivering
      physical  certificates   representing  the  Warrant  Stock,  provided  the
      Issuer's  transfer  agent  is  participating  in the  DTC  Fast  Automated
      Securities  Transfer  program,  the Issuer shall use its  reasonable  best
      efforts to cause its transfer agent to electronically transmit the Warrant
      Stock to the Holder by crediting the account of the Holder's  Prime Broker
      with DTC through its DWAC system (to the extent not inconsistent  with any
      provisions of this Warrant).


                                      -4-
<PAGE>

      (i) In no event may the Holder  exercise  this Warrant in whole or in part
unless the Holder is an  "accredited  investor" as defined in Regulation D under
the Securities Act.

      3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully Paid.  Except as set forth on the  Schedule of  Exceptions
(the "Schedule of Exceptions")  to that certain Common Stock Purchase  Agreement
dated as of August 19, 2005 by and among the Issuer and the purchasers listed on
Exhibit A thereto,  the Issuer represents,  warrants,  covenants and agrees that
all  shares of  Warrant  Stock  which may be issued  upon the  exercise  of this
Warrant or otherwise hereunder will, when issued in accordance with the terms of
this Warrant, be duly authorized,  validly issued,  fully paid and nonassessable
and free from all taxes,  liens and  charges  created by or through  the Issuer.
Except as set forth on the Schedule of Exceptions,  the Issuer further covenants
and agrees that during the period  within which this  Warrant may be  exercised,
the Issuer will at all times have  authorized  and  reserved  for the purpose of
issuance  upon exercise of this Warrant a number of shares of Common Stock equal
to at least one hundred twenty percent (120%) of the aggregate  number of shares
of Common Stock to provide for the exercise of this Warrant.

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its best efforts as  expeditiously  as possible at its expense to
cause such shares to be duly  registered or qualified.  If the Issuer shall list
any shares of Common Stock on any securities  exchange or market it will, at its
expense,  list thereon,  maintain and increase when necessary such listing,  of,
all  shares of Warrant  Stock from time to time  issued  upon  exercise  of this
Warrant or as otherwise provided hereunder (provided that such Warrant Stock has
been  registered  pursuant to a registration  statement under the Securities Act
then in effect),  and, to the extent permissible under the applicable securities
exchange  rules,  all  unissued  shares of Warrant  Stock  which are at any time
issuable  hereunder,  so long as any shares of Common  Stock shall be so listed.
The Issuer will also so list on each  securities  exchange  or market,  and will
maintain such listing of, any other  securities which the Holder of this Warrant
shall be entitled to receive  upon the  exercise of this  Warrant if at the time
any securities of the same class shall be listed on such securities  exchange or
market by the Issuer.


                                      -5-
<PAGE>

      (c)  Covenants.  The  Issuer  shall not by any action  including,  without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities or any other action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or  appropriate to protect
the rights of the Holder  hereof  against  dilution (to the extent  specifically
provided  herein)  or  impairment.   Without  limiting  the  generality  of  the
foregoing,  the Issuer will (i) not permit the par value,  if any, of its Common
Stock to exceed the then effective  Warrant Price,  (ii) not amend or modify any
provision  of the  Articles  of  Incorporation  or  by-laws of the Issuer in any
manner that would  adversely  affect the rights of the Holders of the  Warrants,
(iii)  take all such  action as may be  reasonably  necessary  in order that the
Issuer may  validly and legally  issue  fully paid and  nonassessable  shares of
Common Stock, free and clear of any liens, claims, encumbrances and restrictions
(other than as provided herein) upon the exercise of this Warrant,  and (iv) use
its best efforts to obtain all such authorizations,  exemptions or consents from
any public  regulatory  body having  jurisdiction  thereof as may be  reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

      (d) Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

      4. Adjustment of Warrant Price.  The price at which such shares of Warrant
Stock may be  purchased  upon  exercise  of this  Warrant  shall be  subject  to
adjustment  from time to time as set forth in this  Section 4. The Issuer  shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with the notice provisions set forth in
Section 5.

      (a)  Recapitalization,  Reorganization,  Reclassification,  Consolidation,
Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering  Event"): (a) consolidate or merge with
      or into any other  Person and the Issuer  shall not be the  continuing  or
      surviving  corporation of such  consolidation or merger, or (b) permit any
      other Person to  consolidate  with or merge into the Issuer and the Issuer
      shall be the continuing or surviving  Person but, in connection  with such
      consolidation or merger,  any Capital Stock of the Issuer shall be changed
      into or exchanged for  Securities of any other Person or cash or any other
      property,  or (c) transfer all or  substantially  all of its properties or
      assets to any other  Person,  or (d)  effect a capital  reorganization  or
      reclassification  of its Capital Stock, then, and in the case of each such
      Triggering  Event,  proper provision shall be made so that, upon the basis
      and the terms and in the manner  provided in this  Warrant,  the Holder of
      this Warrant shall be entitled upon the exercise  hereof at any time after
      the  consummation of such Triggering  Event, to the extent this Warrant is
      not exercised  prior to such  Triggering  Event, to receive at the Warrant
      Price in effect at the time immediately  prior to the consummation of such
      Triggering  Event in lieu of the Common Stock  issuable upon such exercise
      of this Warrant prior to such Triggering  Event, the Securities,  cash and
      property  to  which  such  Holder  would  have  been   entitled  upon  the
      consummation  of such  Triggering  Event if such Holder had  exercised the
      rights  represented by this Warrant  immediately prior thereto  (including
      the  right of a  shareholder  to elect the type of  consideration  it will
      receive upon a Triggering  Event),  subject to adjustments  (subsequent to
      such corporate action) as nearly equivalent as possible to the adjustments
      provided for elsewhere in this Section 4.


                                      -6-
<PAGE>

            (ii)  Notwithstanding  anything  contained  in this  Warrant  to the
      contrary,  a  Triggering  Event shall not be deemed to have  occurred  if,
      prior to the  consummation  thereof,  each Person  (other than the Issuer)
      which may be required to deliver any Securities, cash or property upon the
      exercise  of this  Warrant as provided  herein  shall  assume,  by written
      instrument  delivered to, and  reasonably  satisfactory  to, the Holder of
      this Warrant, (A) the obligations of the Issuer under this Warrant (and if
      the Issuer shall survive the consummation of such Triggering  Event,  such
      assumption shall be in addition to, and shall not release the Issuer from,
      any  continuing  obligations of the Issuer under this Warrant) and (B) the
      obligation to deliver to such Holder such Securities, cash or property as,
      in accordance  with the foregoing  provisions of this subsection (a), such
      Holder shall be entitled to receive,  and such Person shall have similarly
      delivered  to such  Holder an opinion of counsel  for such  Person,  which
      counsel  shall  be  reasonably  satisfactory  to  such  Holder,  or in the
      alternative,  a written acknowledgement executed by the President or Chief
      Financial  Officer  of  the  Issuer,   stating  that  this  Warrant  shall
      thereafter  continue  in  full  force  and  effect  and the  terms  hereof
      (including,  without limitation,  all of the provisions of this subsection
      (a)) shall be applicable to the  Securities,  cash or property  which such
      Person may be required to deliver upon any exercise of this Warrant or the
      exercise of any rights pursuant hereto.

      (b) Stock  Dividends,  Subdivisions and  Combinations.  If at any time the
Issuer shall:

            (i) make or issue or set a record date for the holders of the Common
      Stock for the purpose of entitling them to receive a dividend  payable in,
      or other distribution of, shares of Common Stock,

            (ii) subdivide its outstanding  shares of Common Stock into a larger
      number of shares of Common Stock, or

            (iii) combine its outstanding  shares of Common Stock into a smaller
      number of shares of Common Stock,


                                      -7-
<PAGE>

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the  happening of such event,  and (2) the Warrant  Price then in
effect  shall  be  adjusted  to  equal  (A) the  Warrant  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.

      (c) Certain Other  Distributions.  If at any time the Issuer shall make or
issue or set a record date for the  holders of the Common  Stock for the purpose
of entitling them to receive any dividend or other distribution of:

            (i) cash  (other  than a cash  dividend  payable  out of earnings or
      earned surplus  legally  available for the payment of dividends  under the
      laws of the jurisdiction of incorporation of the Issuer),

            (ii) any evidences of its  indebtedness,  any shares of stock of any
      class or any other securities or property of any nature  whatsoever (other
      than cash), or

            (iii) any warrants or other rights to subscribe  for or purchase any
      evidences  of its  indebtedness,  any  shares of stock of any class or any
      other securities or property of any nature whatsoever (other than cash),

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  shall be  adjusted  to equal the product of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
adjustment  multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator  of which  shall be such Per Share  Market  Value  minus the  amount
allocable to one share of Common Stock of any such cash so distributable  and of
the fair value (as  determined  in good faith by the Board of  Directors  of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such  evidences  of  indebtedness,  shares of  stock,  other  securities  or
property or warrants or other  subscription or purchase rights so distributable,
and (2) the  Warrant  Price then in effect  shall be  adjusted  to equal (A) the
Warrant Price then in effect  multiplied by the number of shares of Common Stock
for which  this  Warrant  is  exercisable  immediately  prior to the  adjustment
divided  by (B) the number of shares of Common  Stock for which this  Warrant is
exercisable immediately after such adjustment.  A reclassification of the Common
Stock  (other  than a change in par value,  or from par value to no par value or
from no par value to par value)  into  shares of Common  Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its  Common  Stock of such  shares of such  other  class of stock  within the
meaning of this  Section  4(c) and, if the  outstanding  shares of Common  Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 4(b).


                                      -8-
<PAGE>

      (d) Other  Provisions  applicable to Adjustments  under this Section.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant Price then in effect provided for in this Section 4:

            (i) Computation of  Consideration.  In connection with any merger or
consolidation in which the Issuer is the surviving  corporation  (other than any
consolidation  or merger in which the  previously  outstanding  shares of Common
Stock of the  Issuer  shall be changed  to or  exchanged  for the stock or other
securities of another corporation),  the amount of consideration therefore shall
be,  deemed to be the fair value of such  portion of the assets and  business of
the  nonsurviving  corporation as the Board may determine to be  attributable to
such shares of Common  Stock or Common  Stock  Equivalents,  as the case may be.
Such determination of the fair value of such  consideration  shall be made by an
Independent Appraiser. In the event of any consolidation or merger of the Issuer
in which the Issuer is not the surviving  corporation or in which the previously
outstanding  shares of  Common  Stock of the  Issuer  shall be  changed  into or
exchanged for the stock or other  securities of another  corporation,  or in the
event of any sale of all or  substantially  all of the  assets of the Issuer for
stock or other securities of any corporation, the Issuer shall be deemed to have
issued a number of shares of its Common Stock for stock or  securities  or other
property of the other  corporation  computed on the basis of the actual exchange
ratio on which the transaction was predicated,  and for a consideration equal to
the  fair  market  value on the date of such  transaction  of all such  stock or
securities  or  other  property  of the  other  corporation.  In the  event  any
consideration  received  by the Issuer for any  securities  consists of property
other than cash,  the fair  market  value  thereof at the time of issuance or as
otherwise  applicable  shall be as determined in good faith by the Board. In the
event Common Stock is issued with other shares or  securities or other assets of
the Issuer for consideration  which covers both, the  consideration  computed as
provided in this Section  4(d)(i) shall be allocated  among such  securities and
assets as determined in good faith by the Board.

            (ii) When  Adjustments to Be Made. The adjustments  required by this
Section 4 shall be made whenever and as often as any specified  event  requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common  Stock for which this  Warrant is  exercisable  that would  otherwise  be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common  Stock,  as  provided  for in Section  4(b)) up to, but not
beyond the date of  exercise if such  adjustment  either by itself or with other
adjustments  not previously made adds or subtracts less than one percent (1%) of
the shares of Common  Stock for which this  Warrant is  exercisable  immediately
prior to the making of such adjustment.  Any adjustment representing a change of
less than such minimum amount (except as aforesaid)  which is postponed shall be
carried  forward  and  made  as soon as such  adjustment,  together  with  other
adjustments  required by this Section 4 and not previously made, would result in
a  minimum  adjustment  or on the  date  of  exercise.  For the  purpose  of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

            (iii)  Fractional  Interests.  In computing  adjustments  under this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.


                                      -9-
<PAGE>

            (iv) When Adjustment Not Required. If the Issuer shall take a record
of the holders of its Common Stock for the purpose of entitling  them to receive
a  dividend  or  distribution  or  subscription  or  purchase  rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

      (e) Form of Warrant after  Adjustments.  The form of this Warrant need not
be changed  because of any  adjustments  in the Warrant  Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      (f) Escrow of Warrant Stock. If after any property  becomes  distributable
pursuant to this  Section 4 by reason of the taking of any record of the holders
of Common Stock,  but prior to the occurrence of the event for which such record
is taken,  and the Holder  exercises  this  Warrant,  any shares of Common Stock
issuable  upon  exercise by reason of such  adjustment  shall be deemed the last
shares of Common Stock for which this Warrant is exercised  (notwithstanding any
other provision to the contrary  herein) and such shares or other property shall
be held in escrow for the  Holder by the Issuer to be issued to the Holder  upon
and to the extent  that the event  actually  takes  place,  upon  payment of the
current  Warrant  Price.  Notwithstanding  any other  provision  to the contrary
herein,  if the event  for  which  such  record  was taken  fails to occur or is
rescinded,  then such  escrowed  shares  shall be  cancelled  by the  Issuer and
escrowed property returned.

      5. Notice of  Adjustments.  Whenever  the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be submitted to a national or regional
accounting  firm  reasonably  acceptable to the Issuer and the Holder,  provided
that the  Issuer  shall have ten (10) days  after  receipt  of notice  from such
Holder  of its  selection  of such firm to object  thereto,  in which  case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within  thirty (30) days after  submission
to it of such  dispute.  Such opinion  shall be final and binding on the parties
hereto.  The costs and  expenses  of the initial  accounting  firm shall be paid
equally by the Issuer and the Holder  and,  in the case of an  objection  by the
Issuer,  the costs and expenses of the subsequent  accounting firm shall be paid
in full by the Issuer.


                                      -10-
<PAGE>

      6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof,  but in lieu of such fractional  shares,
the Issuer shall make a cash payment  therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

      7. Ownership Cap and Certain Exercise  Restrictions.  (a)  Notwithstanding
anything to the contrary set forth in this  Warrant,  at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued  pursuant to such exercise would exceed,  when  aggregated with all other
shares of Common  Stock  beneficially  owned by such  Holder at such  time,  the
number of shares of Common Stock which would result in such Holder  beneficially
owning (as  determined in accordance  with Section 13(d) of the Exchange Act and
the rules  thereunder)  in excess of 4.99% of the then  issued  and  outstanding
shares of Common Stock;  provided,  however,  that upon a holder of this Warrant
providing  the Issuer with  sixty-one  (61) days notice  (pursuant to Section 13
hereof) (the "Waiver  Notice") that such Holder would like to waive this Section
7(a) with regard to any or all shares of Common Stock  issuable upon exercise of
this Warrant, this Section 7(a) will be of no force or effect with regard to all
or a portion of the Warrant referenced in the Waiver Notice; provided,  further,
that this provision  shall be of no further force or effect during the sixty-one
(61) days immediately preceding the expiration of the term of this Warrant.

            (b)  Notwithstanding  anything  to the  contrary  set  forth in this
Warrant,  at no time may a Holder of this Warrant  exercise  this Warrant if the
number of shares of Common Stock to be issued  pursuant to such  exercise  would
exceed, when aggregated with all other shares of Common Stock beneficially owned
by such  Holder at such time,  the number of shares of Common  Stock which would
result in such Holder  beneficially  owning (as  determined in  accordance  with
Section 13(d) of the Exchange Act and the rules  thereunder)  in excess of 9.99%
of the then issued and outstanding  shares of Common Stock;  provided,  however,
that upon a holder of this  Warrant  providing  the Issuer with a Waiver  Notice
that such holder would like to waive this Section 7(b) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 7(b)
shall be of no force or effect  with  regard to those  shares of  Warrant  Stock
referenced in the Waiver Notice; provided, further, that this provision shall be
of no  further  force or effect  during  the  sixty-one  (61)  days  immediately
preceding the expiration of the term of this Warrant.

      8.  Registration  Rights.  If the Issuer  proposes to register  any of its
securities  under the Securities Act (other than a registration  relating solely
to the sale of securities to participants in an Issuer stock plan or on Form S-8
or S-4 (or their  then  equivalent  forms)),  the  Issuer  shall,  at such time,
promptly give the Holder written notice of such proposed registration.  Upon the
written  request of the Holder  given within  twenty (20) days after  mailing of
such notice,  the Issuer shall include in the registration  statement all of the
Warrant  Stock  that  the  Holder  has  requested  to  be  registered.   Upon  a
registration  of  securities  pursuant to this  Section 8, the Issuer  shall use
commercially  reasonable efforts to cause such registration  statement to become
effective and keep such  registration  statement  effective until the earlier of
such time as all of such securities have been disposed of in accordance with the
intended  methods of disposition  by the seller or sellers  thereof set forth in
such  registration  statement  or after such time at which all shares of Warrant
Stock held by the Holder can be sold without  registration  in  compliance  with
Rule 144(k) of the Securities Act.


                                      -11-
<PAGE>

      9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

            "Articles of  Incorporation"  means the Articles of Incorporation of
      the Issuer as in effect on the Original  Issue Date, and as hereafter from
      time to time  amended,  modified,  supplemented  or restated in accordance
      with the terms hereof and thereof and pursuant to applicable law.

            "Board" shall mean the Board of Directors of the Issuer.

            "Capital   Stock"  means  and  includes  (i)  any  and  all  shares,
      interests, participations or other equivalents of or interests in (however
      designated)  corporate stock,  including,  without  limitation,  shares of
      preferred or preference  stock,  (ii) all partnership  interests  (whether
      general  or  limited)  in any  Person  which is a  partnership,  (iii) all
      membership interests or limited liability company interests in any limited
      liability  company,  and (iv) all  equity or  ownership  interests  in any
      Person of any other type.

            "Common  Stock" means the Common Stock,  par value $.0001 per share,
      of the  Issuer  and any other  Capital  Stock  into  which  such stock may
      hereafter be changed.

            "Governmental  Authority"  means  any  governmental,  regulatory  or
      self-regulatory entity, department, body, official, authority, commission,
      board,  agency or  instrumentality,  whether federal,  state or local, and
      whether domestic or foreign.

            "Holders"  mean the  Persons  who  shall  from  time to time own any
      Warrant. The term "Holder" means one of the Holders.

            "Independent  Appraiser"  means a  nationally  recognized  or  major
      regional  investment banking firm or firm of independent  certified public
      accountants of recognized  standing  (which may be the firm that regularly
      examines the financial statements of the Issuer) that is regularly engaged
      in the business of appraising the Capital Stock or assets of  corporations
      or other  entities as going  concerns,  and which is not  affiliated  with
      either the Issuer or the Holder of any Warrant.

            "Issuer"  means ROO Group,  Inc.,  a Delaware  corporation,  and its
      successors.

            "Majority  Holders"  means  at any  time  the  Holders  of  Warrants
      exercisable  for a majority of the shares of Warrant Stock  issuable under
      the Warrants at the time outstanding.

            "Original Issue Date" means October __, 2005.

            "OTC Bulletin Board" means the over-the-counter  electronic bulletin
      board.

            "Person"  means  an  individual,   corporation,   limited  liability
      company,   partnership,   joint  stock  company,   trust,   unincorporated
      organization,  joint  venture,  Governmental  Authority or other entity of
      whatever nature.


                                      -12-
<PAGE>

            "Per  Share  Market  Value"  means  on any  particular  date (a) the
      closing  bid price per share of the  Common  Stock on such date on the OTC
      Bulletin Board or another registered  national stock exchange on which the
      Common  Stock is then  listed,  or if there is no such price on such date,
      then the closing bid price on such  exchange  or  quotation  system on the
      date nearest preceding such date, or (b) if the Common Stock is not listed
      then on the OTC Bulletin Board or any registered  national stock exchange,
      the closing bid price for a share of Common Stock in the  over-the-counter
      market, as reported by the OTC Bulletin Board or in the National Quotation
      Bureau  Incorporated or similar  organization or agency  succeeding to its
      functions of reporting  prices) at the close of business on such date,  or
      (c) if the Common Stock is not then reported by the OTC Bulletin  Board or
      the National  Quotation Bureau  Incorporated  (or similar  organization or
      agency succeeding to its functions of reporting prices),  then the average
      of the "Pink Sheet"  quotes for the five (5) Trading Days  preceding  such
      date of  determination,  or (d) if the Common  Stock is not then  publicly
      traded the fair market value of a share of Common Stock as  determined  by
      an Independent  Appraiser  selected in good faith by the Majority Holders;
      provided,  however, that the Issuer, after receipt of the determination by
      such Independent  Appraiser,  shall have the right to select an additional
      Independent Appraiser, in which case, the fair market value shall be equal
      to the average of the  determinations by each such Independent  Appraiser;
      and  provided,  further  that all  determinations  of the Per Share Market
      Value  shall be  appropriately  adjusted  for any stock  dividends,  stock
      splits or other similar transactions during such period. The determination
      of fair market value by an Independent  Appraiser  shall be based upon the
      fair market value of the Issuer  determined  on a going  concern  basis as
      between a willing  buyer and a willing  seller and taking into account all
      relevant factors determinative of value, and shall be final and binding on
      all parties.  In determining the fair market value of any shares of Common
      Stock, no consideration  shall be given to any restrictions on transfer of
      the Common Stock  imposed by  agreement or by federal or state  securities
      laws,  or to the  existence or absence of, or any  limitations  on, voting
      rights.

            "Securities"  means any debt or  equity  securities  of the  Issuer,
      whether now or hereafter  authorized,  any instrument  convertible into or
      exchangeable  for  Securities  or a Security,  and any option,  warrant or
      other right to purchase or acquire any Security.  "Security"  means one of
      the Securities.

            "Securities  Act" means the Securities  Act of 1933, as amended,  or
      any similar federal statute then in effect.

            "Subsidiary" means any corporation at least 50% of whose outstanding
      Voting  Stock  shall at the time be owned  directly or  indirectly  by the
      Issuer or by one or more of its Subsidiaries,  or by the Issuer and one or
      more of its Subsidiaries.

            "Term" has the meaning specified in Section 1 hereof.

            "Trading Day" means (a) a day on which the Common Stock is traded on
      the OTC  Bulletin  Board,  or (b) if the Common Stock is not traded on the
      OTC  Bulletin  Board,  a day on which  the  Common  Stock is quoted in the
      over-the-counter  market as  reported  by the  National  Quotation  Bureau
      Incorporated  (or  any  similar  organization  or  agency  succeeding  its
      functions of reporting prices); provided,  however, that in the event that
      the  Common  Stock is not  listed  or  quoted  as set  forth in (a) or (b)
      hereof,  then Trading Day shall mean any day except  Saturday,  Sunday and
      any  day  which  shall  be a  legal  holiday  or a day  on  which  banking
      institutions in the State of New York are authorized or required by law or
      other government action to close.


                                      -13-
<PAGE>

            "Voting  Stock"  means,  as  applied  to the  Capital  Stock  of any
      corporation,  Capital Stock of any class or classes  (however  designated)
      having ordinary voting power for the election of a majority of the members
      of the Board of Directors (or other governing  body) of such  corporation,
      other than Capital Stock having such power only by reason of the happening
      of a contingency.

            "Warrants"  means the placement  agent warrants issued in connection
      with that certain Common Stock Purchase Agreement dated August 19, 2005 by
      and among the  Issuer  and the  purchasers  listed on  Exhibit A  thereto,
      including,  without  limitation,  this Warrant,  and any other warrants of
      like tenor issued in substitution or exchange for any thereof  pursuant to
      the  provisions  of Section  2(c),  2(d) or 2(e)  hereof or of any of such
      other Warrants.

            "Warrant Price" means $1.50, as such price may be adjusted from time
      to time as shall result from the  adjustments  specified in this  Warrant,
      including Section 4 hereto.

            "Warrant  Share Number"  means at any time the  aggregate  number of
      shares of Warrant Stock which may at such time be purchased  upon exercise
      of  this  Warrant,  after  giving  effect  to all  prior  adjustments  and
      increases  to such  number  made or  required  to be made  under the terms
      hereof.

            "Warrant  Stock" means Common Stock  issuable  upon  exercise of any
      Warrant or  Warrants  or  otherwise  issuable  pursuant  to any Warrant or
      Warrants.

      10. Other Notices. In case at any time:

            (A)   the Issuer  shall  make any  distributions  to the  holders of
                  Common Stock; or

            (B)   the Issuer shall  authorize the granting to all holders of its
                  Common Stock of rights to subscribe for or purchase any shares
                  of Capital Stock of any class or other rights; or

            (C)   there shall be any  reclassification  of the Capital  Stock of
                  the Issuer; or

            (D)   there shall be any capital reorganization by the Issuer; or

            (E)   there shall be any (i)  consolidation  or merger involving the
                  Issuer or (ii) sale,  transfer or other  disposition of all or
                  substantially all of the Issuer's property, assets or business
                  (except a merger or other  reorganization  in which the Issuer
                  shall be the surviving  corporation  and its shares of Capital
                  Stock  shall  continue to be  outstanding  and  unchanged  and
                  except  a  consolidation,  merger,  sale,  transfer  or  other
                  disposition involving a wholly-owned Subsidiary); or


                                      -14-
<PAGE>

            (F)   there  shall  be  a  voluntary  or  involuntary   dissolution,
                  liquidation  or  winding-up  of  the  Issuer  or  any  partial
                  liquidation of the Issuer or distribution to holders of Common
                  Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the action in question  and not less than ten (10) days prior
to the record date or the date on which the Issuer's  transfer  books are closed
in respect  thereto.  This Warrant  entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

      11. Amendment and Waiver.  Any term,  covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  Number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 11 without the consent of the Holder of this  Warrant.
No consideration shall be offered or paid to any person to amend or consent to a
waiver  or  modification  of any  provision  of this  Warrant  unless  the  same
consideration is also offered to all holders of the Warrants.

      12.  Governing  Law;  Jurisdiction.  This Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving  effect to any of the conflicts of law  principles  which would result in
the  application of the substantive  law of another  jurisdiction.  This Warrant
shall not be  interpreted or construed  with any  presumption  against the party
causing this  Warrant to be drafted.  The Issuer and the Holder agree that venue
for any dispute  arising under this Warrant will lie exclusively in the state or
federal courts located in New York County, New York, and the parties irrevocably
waive any right to raise forum non  conveniens  or any other  argument  that New
York is not the proper venue. The Issuer and the Holder  irrevocably  consent to
personal  jurisdiction in the state and federal courts of the state of New York.
The  Issuer and the Holder  consent  to process  being  served in any such suit,
action or  proceeding  by mailing a copy thereof to such party at the address in
effect for notices to it under this Warrant and agrees that such  service  shall
constitute good and sufficient service of process and notice thereof. Nothing in
this  Section 12 shall  affect or limit any right to serve  process in any other
manner  permitted  by law.  The  Issuer  and the  Holder  hereby  agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
the this Warrant,  shall be entitled to reimbursement  for reasonable legal fees
from the non-prevailing party. The parties hereby waive all rights to a trial by
jury.


                                      -15-
<PAGE>

      13.  Notices.  Any and all notices or other  communications  or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified  for notice prior to 5:00 p.m.,  eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is delivered via facsimile at the facsimile  telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of  mailing,  if sent by  overnight  delivery  by a  nationally  recognized
overnight  courier  service  or (iv)  actual  receipt  by the party to whom such
notice is required to be given. The addresses for such  communications  shall be
with respect to the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:

                        ROO Group, Inc.
                        228 East 45th Street, 8th Floor
                        New York, NY 10017
                        Attention: Robert Petty, CEO
                        Tel. No.: (646) 352-0269
                        Fax No.:  (646) 619-4074

Copies of all notices hereunder shall be sent to Kramer Levin Naftalis & Frankel
LLP,  1177  Avenue  of the  Americas,  New  York,  New  York  10036,  Attention:
Christopher S. Auguste, Tel. No.: (212) 715-9100,  Fax. No.: (212) 715-8000. Any
party  hereto may from time to time  change its address for notices by giving at
least ten (10) days written  notice of such  changed  address to the other party
hereto.

      14.  Warrant  Agent.  The Issuer may, by written  notice to each Holder of
this  Warrant,  appoint an agent having an office in New York,  New York for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

      15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened  default by the Issuer
in the  performance  of or compliance  with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest  extent  permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.


                                      -16-
<PAGE>

      16.  Successors and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the  successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock issued  pursuant  hereto,  and shall be  enforceable  by any such
Holder or Holder of Warrant Stock.

      17.  Modification and Severability.  If, in any action before any court or
agency  legally  empowered  to  enforce  any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

      18.  Headings.  The  headings  of the  Sections  of this  Warrant  are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -17-
<PAGE>

      IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                    ROO GROUP, INC.


                                    By:
                                       ------------------------------------
                                       Name: Robert Petty
                                       Title: Chief Executive Officer


                                      -18-
<PAGE>

                                  EXERCISE FORM

                                 ROO GROUP, INC.

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant,  hereby  elects to purchase  _____ shares of Common Stock of ROO Group,
Inc.  covered by the within Warrant.  By signing below,  the undersigned  hereby
represents that it is an "accredited  investor" as defined in Regulation D under
the Securities Act.


Dated: _________________            Signature   ___________________________

                                    Address     ___________________________

                                                ___________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature   ___________________________

                                    Address     ___________________________

                                                ___________________________

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature   ___________________________

                                    Address     ___________________________

                                                ___________________________

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ canceled (or  transferred or exchanged) this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.


                                      -19-