Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "Agreement") is made and
entered  into as of October 20, 2005,  by and among ROO Group,  Inc., a Delaware
corporation (the "Company"), and the purchasers listed on Schedule I hereto (the
"Purchasers").

            This  Agreement is being  entered into  pursuant to the Common Stock
Purchase  Agreement  dated as of the  date  hereof  among  the  Company  and the
Purchasers (the "Purchase Agreement").

            The Company and the Purchasers hereby agree as follows:

      1. Definitions.

            Capitalized  terms used and not otherwise  defined herein shall have
the  meanings  given  such  terms  in the  Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

            "Advice" shall have meaning set forth in Section 3(m).

            "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

            "Board" shall have meaning set forth in Section 3(n).

            "Business  Day"  means 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  generally  are  authorized  or  required  by  law or  other
government actions to close.

            "Closing  Date"  means the date of the closing of the  purchase  and
sale of the Shares pursuant to the Purchase Agreement.

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means the Company's  Common Stock,  par value $0.0001
per share.

            "Effectiveness   Date"  means  with  respect  to  the   Registration
Statement  the earlier of the one hundred  twentieth  (120th) day  following the
Closing Date or the date which is within three (3) Business  Days of the date on
which the Commission informs the Company that the Commission (i) will not review
the Registration Statement or (ii) that the Company may request the acceleration
of the  effectiveness of the  Registration  Statement and the Company makes such
request.


<PAGE>

            "Effectiveness  Period"  shall have the meaning set forth in Section
2.

            "Event" shall have the meaning set forth in Section 7(d).

            "Event Date" shall have the meaning set forth in Section 7(d).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended.

            "Filing Date" means the  thirtieth  (30th) day following the Closing
Date.

            "Holder" or "Holders"  means the holder or holders,  as the case may
be, from time to time of Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Losses" shall have the meaning set forth in Section 5(a).

            "Person" means an individual or a corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus  included  in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

            "Registrable  Securities" means the shares of Common Stock issued to
the Purchasers pursuant to the Purchase Agreement.

            "Registration  Statement" means the registration  statements and any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus,  amendments and supplements to such registration statement
or  Prospectus,  including  pre- and  post-effective  amendments,  all  exhibits
thereto,  and all  material  incorporated  by  reference  in  such  registration
statement.


                                      -2-
<PAGE>

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 158" means Rule 158 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Special  Counsel"  means one special  counsel to the  Holders,  for
which the Holders will be reimbursed by the Company pursuant to Section 4.

      2. Resale Registration.

            On or prior to the Filing  Date the Company  shall  prepare and file
with the Commission a "resale"  Registration  Statement providing for the resale
of all Registrable  Securities for an offering to be made on a continuous  basis
pursuant to Rule 415. The  Registration  Statement shall be on Form SB-2 (except
if the  Company is not then  eligible  to  register  for resale the  Registrable
Securities  on Form SB-2,  in which case such  registration  shall be on another
appropriate form in accordance with the Securities Act and the rules promulgated
thereunder).  The  Company  shall (i) not permit any  securities  other than the
Registrable  Securities and the securities to be listed on Schedule II hereto to
be included  in the  Registration  Statement  and (ii) use its  reasonable  best
efforts to cause the Registration  Statement to be declared  effective under the
Securities  Act as  promptly as possible  after the filing  thereof,  but in any
event prior to the Effectiveness  Date, and to keep such Registration  Statement
continuously  effective  under  the  Securities  Act  until  such date as is the
earlier  of (x)  the  date  when  all  Registrable  Securities  covered  by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may be sold  without  any  restriction  pursuant  to Rule  144(k) as
determined by the counsel to the Company  pursuant to a written  opinion letter,
addressed to the  Company's  transfer  agent to such effect (the  "Effectiveness
Period").

      3. Registration Procedures.

            In connection with the Company's registration obligations hereunder,
the Company shall:


                                      -3-
<PAGE>

            (a) Prepare and file with the  Commission  on or prior to the Filing
Date,  a  Registration  Statement  on Form SB-2 (or if the  Company  is not then
eligible to register  for resale the  Registrable  Securities  on Form SB-2 such
registration  shall  be on  another  appropriate  form in  accordance  with  the
Securities  Act and the rules  promulgated  thereunder)  in accordance  with the
method or methods of distribution thereof as specified by the Holders (except if
otherwise directed by the Holders), and use its reasonable best efforts to cause
the Registration  Statement to become effective and remain effective as provided
herein;  provided,  however,  that not less than five (5) Business Days prior to
the  filing of the  Registration  Statement  or any  related  Prospectus  or any
amendment  or  supplement   thereto   (including  any  document  that  would  be
incorporated therein by reference), the Company shall (i) furnish to the Holders
and any  Special  Counsel,  copies of all such  documents  proposed to be filed,
which documents (other than those  incorporated by reference) will be subject to
the review of such Holders and such Special Counsel, and (ii) cause its officers
and directors,  counsel and independent  certified public accountants to respond
to such inquiries as shall be necessary,  in the  reasonable  opinion of Special
Counsel,  to  conduct a  reasonable  investigation  within  the  meaning  of the
Securities Act. Unless otherwise advised by outside counsel to the Company,  the
Company shall not file the Registration  Statement or any such Prospectus or any
amendments  or  supplements  thereto to which the  Holders of a majority  of the
Registrable Securities or any Special Counsel shall reasonably object in writing
within three (3) Business Days of their receipt thereof.

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file with the Commission such additional Registration Statements as necessary in
order to register for resale  under the  Securities  Act all of the  Registrable
Securities;  (ii) cause the related  Prospectus to be amended or supplemented by
any required  Prospectus  supplement,  and as so  supplemented  or amended to be
filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; (iii) respond as promptly as possible, but in no event
later than ten (10) Business Days, to any comments  received from the Commission
with  respect to the  Registration  Statement  or any  amendment  thereto and as
promptly  as  possible  provide  the  Holders  true and  complete  copies of all
correspondence   from  and  to  the  Commission  relating  to  the  Registration
Statement;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

            (c) Notify the Holders of Registrable  Securities to be sold and any
Special  Counsel as promptly as possible (and, in the case of (i)(A) below,  not
less than five (5) days  prior to such  filing)  and (if  requested  by any such
Person)  confirm  such  notice in  writing no later  than one (1)  Business  Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to the  Registration  Statement is filed; (B) when the
Commission  notifies  the  Company  whether  there  will be a  "review"  of such
Registration  Statement and whenever the Commission  comments in writing on such
Registration Statement and (C) with respect to the Registration Statement or any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company  contained in any  agreement  contemplated  hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (vi) of the  occurrence of any event that makes any statement made
in the  Registration  Statement or  Prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration  Statement,  Prospectus or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.


                                      -4-
<PAGE>

            (d) Use its reasonable best efforts to avoid the issuance of, or, if
issued,  obtain the withdrawal of, (i) any order suspending the effectiveness of
the  Registration  Statement or (ii) any  suspension  of the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

            (e) If  requested  by the  Holders of a majority  in interest of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

            (f) Furnish to each Holder and any Special Counsel,  without charge,
at least one conformed  copy of each  Registration  Statement and each amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

            (g) Promptly deliver to each Holder and any Special Counsel, without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus)  and each  amendment  or  supplement  thereto  as such  Persons  may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

            (h) Prior to any public offering of Registrable Securities,  use its
reasonable  best  efforts to register or qualify or  cooperate  with the selling
Holders  and  any  Special  Counsel  in  connection  with  the  registration  or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within  the  United  States as any  Holder  requests  in
writing,   to  keep  each  such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so  subject  or  subject  the  Company to any
material tax in any such jurisdiction where it is not then so subject.


                                      -5-
<PAGE>

            (i) Cooperate with the Holders to facilitate the timely  preparation
and delivery of  certificates  representing  Registrable  Securities  to be sold
pursuant to a Registration  Statement,  which  certificates shall be free of all
restrictive legends (provided that the issuance of such unlegended  certificates
is  in  compliance  with  applicable   securities  laws),  and  to  enable  such
Registrable  Securities to be in such denominations and registered in such names
as any Holder may request in writing at least two (2) Business Days prior to any
sale of Registrable Securities.

            (j)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(vi), as promptly as possible, prepare a supplement or amendment,  including
a post-effective amendment, to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

            (k) Use  its  reasonable  best  efforts  to  cause  all  Registrable
Securities  relating  to the  Registration  Statement  to be  listed  on the OTC
Bulletin Board or any other securities exchange,  quotation system or market, if
any, on which similar securities issued by the Company are then listed or traded
as and when required pursuant to the Purchase Agreement.

            (l) Comply in all material  respects with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

            (m) The Company may require  each  selling  Holder to furnish to the
Company  information   regarding  such  Holder  and  the  distribution  of  such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and the Company may exclude from such  registration  the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within a reasonable time after receiving such request.

            If the  Registration  Statement  refers  to any  Holder  by  name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.


                                      -6-
<PAGE>

            Each  Holder  covenants  and  agrees  that  (i) it will not sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

            Each Holder agrees by its acquisition of such Registrable Securities
that,  upon receipt of a notice from the Company of the  occurrence of any event
of the  kind  described  in  Section  3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v),
3(c)(vi) or 3(n),  such Holder will  forthwith  discontinue  disposition of such
Registrable  Securities  under the  Registration  Statement  until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement  contemplated  by Section 3(j), or until it is advised in writing (the
"Advice")  by the  Company  that  the use of the  applicable  Prospectus  may be
resumed,  and,  in  either  case,  has  received  copies  of any  additional  or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such Prospectus or Registration Statement.

            (n) If (i) there is material  non-public  information  regarding the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best interest to disclose,  then the Company may (x) postpone or suspend  filing
of a registration  statement for a period not to exceed 30  consecutive  days or
(y) postpone or suspend  effectiveness of a registration  statement for a period
not to exceed 20 consecutive days; provided that the Company may not postpone or
suspend  effectiveness  of a registration  statement under this Section 3(n) for
more than 45 days in the aggregate during any 360 day period; provided, however,
that no such  postponement  or suspension  shall be permitted for consecutive 20
day periods arising out of the same set of facts, circumstances or transactions.

      4. Registration Expenses.

            All fees and expenses  incident to the  performance of or compliance
with this  Agreement  by the Company,  except as and to the extent  specified in
this  Section 4, shall be borne by the Company  whether or not the  Registration
Statement  is filed or becomes  effective  and  whether  or not any  Registrable
Securities  are  sold  pursuant  to the  Registration  Statement.  The  fees and
expenses  referred  to  in  the  foregoing   sentence  shall  include,   without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses  (A) with respect to filings  required to be made with the OTC
Bulletin Board and each other securities exchange or market on which Registrable
Securities are required  hereunder to be listed, (B) with respect to filing fees
required to be paid to the National Association of Securities Dealers,  Inc. and
the NASD  Regulation,  Inc. and (C) in compliance with state  securities or Blue
Sky laws (including,  without limitation,  fees and disbursements of counsel for
the  Holders  in  connection  with Blue Sky  qualifications  of the  Registrable
Securities and  determination  of the eligibility of the Registrable  Securities
for investment under the laws of such jurisdictions as the Holders of a majority
of Registrable  Securities may designate)),  (ii) printing expenses  (including,
without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses if the printing of prospectuses is requested by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and
disbursements  of  counsel  for  the  Company,   (v)  Securities  Act  liability
insurance, if the Company so desires such insurance,  and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of  the  transactions  contemplated  by  this  Agreement,   including,   without
limitation, the Company's independent public accountants (including the expenses
of any comfort  letters or costs  associated  with the  delivery by  independent
public  accountants of a comfort letter or comfort  letters).  In addition,  the
Company  shall be  responsible  for all of its  internal  expenses  incurred  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement  (including,  without  limitation,  all  salaries  and expenses of its
officers and employees  performing legal or accounting  duties),  the expense of
any annual audit, the fees and expenses  incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.


                                      -7-
<PAGE>

      5. Indemnification.

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder,  the officers,  directors,  agents,  brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them,  each Person who controls any such Holder (within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act) and the officers,  directors, agents and employees of each such controlling
Person,  to the fullest extent permitted by applicable law, from and against any
and  all  losses,  claims,  damages,  liabilities,   costs  (including,  without
limitation,   costs  of   preparation   and   attorneys'   fees)  and   expenses
(collectively,  "Losses"), as incurred, arising out of or relating to any untrue
or alleged  untrue  statement of a material fact  contained in the  Registration
Statement,  any  Prospectus  or any form of  prospectus  or in any  amendment or
supplement  thereto  or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the  statements  therein (in the case of any
Prospectus  or form of prospectus  or  supplement  thereto,  in the light of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the extent,  that (i) such untrue  statements or omissions are based
solely upon information  regarding such Holder or such other  Indemnified  Party
furnished in writing to the Company by such Holder expressly for use therein and
(ii) that the foregoing  indemnity  agreement is subject to the condition  that,
insofar  as it  relates to any untrue  statement,  allegedly  untrue  statement,
omission or alleged  omission made in any preliminary  prospectus but eliminated
or  remedied  in  the  final  prospectus  (filed  pursuant  to  Rule  424 of the
Securities Act), such indemnity  agreement shall not inure to the benefit of any
Holder,  underwriter,  broker or other Person acting on behalf of holders of the
Registrable Securities,  from whom the Person asserting any loss, claim, damage,
liability or expense purchased the Registrable  Securities which are the subject
thereof,  if a copy of such final  prospectus  had been made  available  to such
Person and such Holder, underwriter,  broker or other Person acting on behalf of
holders  of the  Registrable  Securities  and  such  final  prospectus  was  not
delivered to such Person with or prior to the written  confirmation  of the sale
of such  Registrable  Securities  to such Person.  The Company  shall notify the
Holders  promptly of the  institution,  threat or assertion of any Proceeding of
which the Company is aware in connection with the  transactions  contemplated by
this Agreement.


                                      -8-
<PAGE>

            (b) Indemnification by Holders. Each Holder shall, severally and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents and employees of such controlling  Persons, to the
fullest  extent  permitted by  applicable  law,  from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or review),  as incurred,  arising  solely out of or based solely upon
any untrue statement of a material fact contained in the Registration Statement,
any  Prospectus,  or any form of  prospectus,  or arising solely out of or based
solely upon any  omission of a material  fact  required to be stated  therein or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which they were made) not  misleading,  to the  extent,  but only to the extent,
that such untrue  statement  or  omission is  contained  in any  information  so
furnished in writing by such Holder or other  Indemnifying  Party to the Company
specifically  for inclusion in the  Registration  Statement or such  Prospectus.
Notwithstanding  anything to the contrary contained herein, each Holder shall be
liable  under this  Section 5(b) for only that amount as does not exceed the net
proceeds  to such  Holder  as a  result  of the sale of  Registrable  Securities
pursuant to such Registration Statement.

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled to indemnity  hereunder (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "Indemnifying  Party) in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been advised by counsel (which shall be reasonably  acceptable to the
Indemnifying  Party)  that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying  Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ  separate  counsel at the  expense of the  Indemnifying
Party,  the  Indemnifying  Party  shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld or delayed.  No  Indemnifying  Party shall,  without the prior  written
consent  of  the  Indemnified  Party,  effect  any  settlement  of  any  pending
Proceeding  in respect of which any  Indemnified  Party is a party,  unless such
settlement includes an unconditional  release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.


                                      -9-
<PAGE>

            All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or 5(b) is unavailable  to an Indemnified  Party because of a failure or refusal
of a governmental  authority to enforce such  indemnification in accordance with
its terms (by  reason of public  policy or  otherwise),  then each  Indemnifying
Party, in lieu of indemnifying such Indemnified  Party,  shall contribute to the
amount paid or payable by such Indemnified  Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative  benefits  received by
the  Indemnifying  Party on the one hand and the Indemnified  Party on the other
from the offering of the Shares. If, but only if, the allocation provided by the
foregoing  sentence is not  permitted  by  applicable  law,  the  allocation  of
contribution  shall be made in such  proportion as is appropriate to reflect not
only the relative  benefits  referred to in the foregoing  sentence but also the
relative fault, as applicable,  of the Indemnifying  Party and Indemnified Party
in connection  with the actions,  statements or omissions  that resulted in such
Losses as well as any other  relevant  equitable  considerations.  The  relative
fault of such  Indemnifying  Party and Indemnified  Party shall be determined by
reference to, among other things, whether any action in question,  including any
untrue or alleged  untrue  statement  of a material  fact or omission or alleged
omission  of a  material  fact,  has  been  taken  or made  by,  or  relates  to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.


                                      -10-
<PAGE>

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.  Notwithstanding anything to the contrary contained herein,
the Holders shall be liable under this Section 5(d) for only that amount as does
not  exceed  the  net  proceeds  to  such  Holder  as a  result  of the  sale of
Registrable Securities pursuant to such Registration Statement.

      6. Rule 144.

            As long as any Holder owns any Registrable  Securities,  the Company
covenants  to timely  file (or obtain  extensions  in respect  thereof  and file
within the  applicable  grace  period) all  reports  required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act and to promptly  furnish the Holders  with true and  complete  copies of all
such  filings.  As long as any Holder owns any  Registrable  Securities,  if the
Company is not  required to file reports  pursuant to Section  13(a) or 15(d) of
the Exchange  Act, it will prepare and furnish to the Holders and make  publicly
available in accordance  with Rule 144(c)  promulgated  under the Securities Act
annual and  quarterly  financial  statements,  together  with a  discussion  and
analysis  of such  financial  statements  in form  and  substance  substantially
similar to those that would  otherwise  be  required  to be  included in reports
required  by Section  13(a) or 15(d) of the  Exchange  Act, as well as any other
information  required  thereby,  in the time period that such filings would have
been  required to have been made under the  Exchange  Act.  The Company  further
covenants  that it will take such  further  action as any Holder may  reasonably
request in writing,  all to the extent required from time to time to enable such
Person to sell the Shares without  registration  under the Securities Act within
the  limitation of the  exemptions  provided by Rule 144  promulgated  under the
Securities  Act,  including  providing any legal opinions  relating to such sale
pursuant to Rule 144.

      7. Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

            (b) No  Inconsistent  Agreements.  Except as  disclosed  in Schedule
2.1(c)  of  the  Purchase  Agreement,   neither  the  Company  nor  any  of  its
subsidiaries  has, as of the date hereof  entered into and  currently in effect,
nor shall the Company or any of its  subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
2.1(c)  of  the  Purchase  Agreement,   neither  the  Company  nor  any  of  its
subsidiaries  has  previously  entered  into any  agreement  currently in effect
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent  of the  Holders  of a  majority  of the  then  outstanding  Registrable
Securities,  the Company  shall not grant to any Person the right to request the
Company to register any  securities  of the Company,  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.


                                      -11-
<PAGE>

            (c) No  Piggyback on  Registrations.  Neither the Company nor any of
its security holders (other than the Holders in such capacity pursuant hereto or
as disclosed on Schedule 2.1(c) of the Purchase Agreement or Schedule II hereto)
may include  securities of the Company in the  Registration  Statement,  and the
Company shall not after the date hereof enter into any agreement  providing such
right to any of its  securityholders,  unless the right so granted is subject in
all respects to the prior rights in full of the Holders set forth herein, and is
not otherwise in conflict with the provisions of this Agreement.

            (d) Failure to File  Registration  Statement and Other  Events.  The
Company and the  Purchasers  agree that the Holders  will suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness  Period or
if certain other events occur. The Company and the Holders further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (A) the Registration  Statement is not filed on or prior to the
Filing Date, or (B) the Registration  Statement is not declared effective by the
Commission  on or prior to the  Effectiveness  Date, or (C) the Company fails to
file with the Commission a request for  acceleration in accordance with Rule 461
promulgated  under the Securities Act within three (3) Business Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by the
Commission that a Registration  Statement will not be "reviewed," or not subject
to further review, or (D) the Registration  Statement is filed with and declared
effective  by the  Commission  but  thereafter  ceases to be effective as to all
Registrable  Securities at any time prior to the expiration of the Effectiveness
Period, without being succeeded promptly by a subsequent  Registration Statement
filed with and  declared  effective  by the  Commission,  or (E) the Company has
breached  Section 3(n), or (F) trading in the Common Stock shall be suspended or
if the Common Stock is delisted  from the OTC Bulletin  Board for any reason for
more than three (3) Business Days in the  aggregate  (any such failure or breach
being  referred  to as an "Event,"  and for  purposes of clauses (A) and (B) the
date on which such Event occurs, or for purposes of clause (C) the date on which
such five  Business Day period is exceeded,  or for purposes of clause (D) after
more than fifteen Business Days, or for purposes of clause (F) the date on which
such three Business Day period is exceeded,  being referred to as "Event Date"),
the Company shall pay an amount as liquidated damages to each Holder equal to 2%
per calendar month or portion thereof of the Holder's initial  investment in the
Shares from the Event Date until the applicable Event is cured; provided,  that,
liquidated  damages for each calendar month shall be payable at the  Purchaser's
option  in cash or  shares  of Common  Stock.  Notwithstanding  anything  to the
contrary in this  paragraph  (e), if (i) any of the Events  described in clauses
(A), (B) or (C) shall have occurred,  (II) on or prior to the  applicable  Event
Date,  the Company shall have exercised its rights under Section 3(n) hereof and
(III) the  postponement  or suspension  permitted  pursuant to such Section 3(n)
shall remain  effective as of such  applicable  Event Date,  then the applicable
Event Date shall be deemed instead to occur on the second Business Day following
the termination of such postponement or suspension. If the Company elects to pay
in shares of  Common  Stock,  the  number of such  shares of Common  Stock to be
issued  to the  Holders  pursuant  to this  paragraph  (e) shall be based on the
liquidated  damage amount  divided by the volume  weighted  average price of the
Common Stock for the ten (10) trading days prior to such Event Date and shall be
issuable  promptly upon receipt by the Company of a written demand from a Holder
made on or after the Event Date.


                                      -12-
<PAGE>

            (e)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of a majority of the Registrable Securities outstanding.

            (f)  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.,  New York
City  time,  on a  Business  Day,  (ii)  the  Business  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., New York
City time, on any date and earlier than 11:59 p.m.,  New York City time, on such
date,  (iii)  the  Business  Day  following  the  date  of  mailing,  if sent by
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 each  Holder at its  address set forth
under its name on Schedule I attached  hereto,  or with  respect to the Company,
addressed to:

                        Robert Petty
                        c/o ROO Group, Inc.
                        228 East 45th Street, 8th Floor
                        New York, NY 10017
                        Tel. No.: (646) 352-0260
                        Fax No.: (646) 619-4074

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such  notice.  Copies of notices to each Holder 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.

            (g) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of each Holder and its  successors  and  assigns.
The Company may not assign this  Agreement  or any of its rights or  obligations
hereunder  without the prior written consent of each Holder.  Each Purchaser may
assign its rights  hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.


                                      -13-
<PAGE>

            (h)  Assignment of  Registration  Rights.  The rights of each Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
assignable by each Holder to any Affiliate of such Holder or any other Holder or
Affiliate of any other Holder of all or a portion of the Registrable  Securities
if: (i) the Holder  agrees in writing with the  transferee or assignee to assign
such rights,  and a copy of such  agreement is furnished to the Company within a
reasonable time after such assignment,  (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name and address of such  transferee or assignee,  and (b) the  securities  with
respect to which such  registration  rights are being  transferred  or assigned,
(iii)  following  such transfer or assignment  the further  disposition  of such
securities by the transferee or assignees is restricted under the Securities Act
and applicable  state  securities  laws,  (iv) at or before the time the Company
receives the written  notice  contemplated  by clause (ii) of this Section,  the
transferee or assignee  agrees in writing with the Company to be bound by all of
the provisions of this Agreement,  and (v) such transfer shall have been made in
accordance  with the  applicable  requirements  of the  Purchase  Agreement.  In
addition, each Holder shall have the right to assign its rights hereunder to any
other Person with the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  The  rights to  assignment  shall  apply to the
Holders (and to subsequent) successors and assigns.

            (i)  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

            (j) Governing Law. This Agreement 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 Agreement shall
not be interpreted or construed with any  presumption  against the party causing
this Agreement to be drafted.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (l) Severability. If any term, provision, covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


                                      -14-
<PAGE>

            (m) Headings.  The headings herein are for convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

            (n) Shares  Held by the  Company and its  Affiliates.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

            (o) Independent Nature of Purchasers.  The Company acknowledges that
the obligations of each Purchaser  under the  Transaction  Documents are several
and not joint with the  obligations  of any other  Purchaser,  and no  Purchaser
shall be  responsible in any way for the  performance of the  obligations of any
other Purchaser under the Transaction  Documents.  The Company acknowledges that
the decision of each Purchaser to purchase  securities  pursuant to the Purchase
Agreement has been made by such  Purchaser  independently  of any other purchase
and  independently of any information,  materials,  statements or opinions as to
the business, affairs, operations, assets, properties,  liabilities,  results of
operations, condition (financial or otherwise) or prospects of the Company or of
its  Subsidiaries  which may have made or given by any other Purchaser or by any
agent or employee of any other Purchaser,  and no Purchaser or any of its agents
or employees  shall have any  liability to any  Purchaser  (or any other person)
relating  to or arising  from any such  information,  materials,  statements  or
opinions.  The Company  acknowledges  that nothing  contained  herein, or in any
Transaction  Document,  and no action taken by any Purchaser  pursuant hereto or
thereto (including,  but not limited to, the (i) inclusion of a Purchaser in the
Registration  Statement  and (ii) review by, and  consent to, such  Registration
Statement by a Purchaser)  shall be deemed to  constitute  the  Purchasers  as a
partnership,  an  association,  a joint venture or any other kind of entity,  or
create a presumption  that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction  Documents.  The Company  acknowledges  that each Purchaser shall be
entitled to  independently  protect and  enforce its rights,  including  without
limitation,  the  rights  arising  out of  this  Agreement  or out of the  other
Transaction Documents,  and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose. The Company
acknowledges   that  for  reasons  of   administrative   convenience  only,  the
Transaction  Documents  have been prepared by counsel for one of the  Purchasers
and such  counsel  does  not  represent  all of the  Purchasers  but  only  such
Purchaser and the other  Purchasers  have retained their own individual  counsel
with respect to the transactions  contemplated  hereby. The Company acknowledges
that  it has  elected  to  provide  all  Purchasers  with  the  same  terms  and
Transaction  Documents for the convenience of the Company and not because it was
required or requested to do so by the Purchasers.  The Company acknowledges that
such  procedure  with respect to the  Transaction  Documents in no way creates a
presumption  that the  Purchasers are in any way acting in concert or as a group
with  respect to the  Transaction  Documents  or the  transactions  contemplated
hereby or thereby.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -15-
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Registration
Rights Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.

                                    ROO GROUP, INC.


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


                                   PURCHASER:


                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:


                                      -16-
<PAGE>

                                   Schedule I
                               List of Purchasers


                                      -17-
<PAGE>

                                   Schedule II
           Securities Allowed to be Included on Registration Statement

1.    Shares of Common Stock issuable upon the exercise of warrants  issuable to
      the placement  agent in connection with the  transactions  contemplated by
      the Purchase Agreement.

2.    Registrable  Securities  as defined in that  certain  Registration  Rights
      Agreement  dated as of May 18, 2005 among the  Company and the  purchasers
      named therein.

3.    Shares of Common Stock issuable upon the conversion of 9,500,000 shares of
      Convertible Preferred Stock of the Company.

4.    Registrable  Securities  as defined in that  certain  Registration  Rights
      Agreement dated as of August 19, 2005 among the Company and the purchasers
      named therein.

5.    Shares of Common Stock  issuable  upon the exercise of warrants  issued to
      the placement  agent in connection with the  transactions  contemplated by
      that certain Common Stock Purchase  Agreement  dated as of August 19, 2005
      by and among the Company and the purchasers named therein.

6.    Up to 425,000  shares of Common  Stock that may be issuable by the Company
      as payment of the Share  Variance  (defined under "Reality Group Pty Ltd."
      under  Schedule  2.1(v) of the  Schedule  of  Exceptions  to the  Purchase
      Agreement).


                                      -18-