CERTIFICATE OF AMENDMENT
                 TO THE AMENDED CERTIFICATE OF INCORPORATION OF
                                 ROO GROUP, INC.

      The  undersigned,  being the President and Chief Executive  Officer of ROO
GROUP,  INC., a  corporation  existing  under the laws of the State of Delaware,
does hereby certify under the seal of the said corporation as follows:

      1. The name of the Corporation is ROO Group, Inc. (the "Corporation"). The
date of filing the original  certificate of incorporation  with the Secretary of
State of Delaware was August 11, 1998.

      2. Article FOURTH of the certificate of  incorporation  of the Corporation
is hereby superceded and replaced as follows:

            "FOURTH:  The  Corporation  is  authorized  to issue two  classes of
      stock.  One class of stock shall be Common  Stock,  par value  $0.0001 per
      share.  The second  class of stock  shall be  Preferred  Stock,  par value
      $0.0001 per share. The Preferred Stock, or any series thereof,  shall have
      such designations,  preferences and relative,  participating,  optional or
      other  special  rights and  qualifications,  limitations  or  restrictions
      thereof as shall be expressed in the resolution or  resolutions  providing
      for the issue of such stock  adopted by the Board of Directors  and may be
      made  dependent  upon  facts  ascertainable  outside  such  resolution  or
      resolutions  of the Board of Directors,  provided that the matter in which
      such facts shall operate upon such designations,  preferences,  rights and
      qualifications;  limitations  or  restrictions  of such class or series of
      stock is clearly and expressly set forth in the  resolution or resolutions
      providing for the issuance of such stock by the Board of Directors.

      The total  number of shares of stock of each class  which the  Corporation
      shall  have  authority  to issue and the par  value of each  share of each
      class of stock are as follows:

      Class             Par Value               Authorized Shares
      -----             ---------               -----------------
      Common            $0.0001                 500,000,000
      Preferred         $0.0001                  20,000,000
                                               ------------

      Totals:                                   520,000,000"

      3. The amendment of the certificate of incorporation  herein certified has
been duly adopted by the unanimous written consent of the Corporation's Board of
Directors and a majority of the  Corporation's  shareholders  in accordance with
the provisions of Sections 141(f), 228 and 242 of the General Corporation Law of
the State of Delaware.

      IN WITNESS  WHEREOF,  the  Corporation has caused its corporate seal to be
hereunto  affixed  and  this  Certificate  of  Amendment  of  the  Corporation's
Certificate  of  Incorporation  to be signed by Robert Petty,  its President and
Chief Executive Officer, this 13th day of January 2005.

                                       ROO GROUP, INC.


                                       By: /s/ Robert Petty
                                           -------------------------------------
                                           Robert Petty
                                           President and Chief Executive Officer