OMNIBUS CONSENT AND WAIVER

                           OMNIBUS CONSENT AND WAIVER

         This Omnibus Consent and Waiver (this "Consent and Waiver"), dated as

of August 18, 2005, is entered into by and between ROO Group, Inc., a Delaware

corporation (the "Company"), AJW Offshore, Ltd., AJW Qualified Partners, LLC,

AJW Partners, LLC and New Millennium Capital Partners II, LLC (collectively, the

"Holders" and each a "Holder"), in connection with: (1) the Securities Purchase

Agreement dated as of September 10, 2004 (the "2004 Securities Purchase

Agreement") by and among the Company and the Holders and the related Callable

Secured Convertible Notes (the "2004 Notes") and Stock Purchase Warrants (the

"2004 Warrants") issued by Company to the Holders dated as of September 10,

2004, November 23, 2004 and February 3, 2005; and (2) the Securities Purchase

Agreement dated as of July 18, 2005 (the "2005 Securities Purchase Agreement,"

and together with the 2004 Securities Purchase Agreement, the "Purchase

Agreements") by and among the Company and the Holders and the related Callable

Secured Convertible Notes (the "2005 Notes," and together with the 2004 Notes,

the "Notes") and Stock Purchase Warrants (the "2005 Warrants," and together with

the 2004 Warrants, the "Warrants") issued by Company to the Holders dated as of

July 18, 2005. Capitalized terms used herein without definition shall have the

meanings ascribed to such terms in the Purchase Agreements, the Notes and the

Warrants, as applicable.

         WHEREAS, the Holders have agreed to consent to a private placement (the

"Private Placement") by the Company of up to 266,666,666 shares of the Company's

common stock to accredited investors at a purchase price of $0.03 per share in

one or more closings;

         WHEREAS, part of the proceeds from the Private Placement will be used

to complete an Optional Prepayment in full and final settlement of the Notes and

interest thereon, as outlined in Schedule A hereto (the "Prepayment"); and

         WHEREAS, in connection with the Private Placement and the Prepayment,

the Holders have agreed to waive certain obligations of the Company under the

Purchase Agreements, the Notes and the Warrants as set forth herein.

         NOW, THEREFORE, in consideration of the above, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

      1.     The Holders hereby consent to the Private Placement.

      2.     The Holders hereby agree that Exhibit A hereto sets for the

             consideration required from the Company as payment in full and final

            settlement of the Optional Prepayment Sum (as defined in the Notes)

            required for the Company to effect an Optional Prepayment of the

            Notes in full.

      3.     For a period beginning the date hereof and ending the earlier of (a)

            the date the P