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

      The undersigned, being the Chief Executive Officer of ROO GROUP, INC., a
corporation existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify as follows:

      1. The name of the Corporation is ROO Group, Inc. 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is hereby superceded and replaced as follows: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
      outstanding shares of Common Stock shall be reverse split on a
      one-for-fifty basis, effective as of October 3, 2005. The number of
      authorized, but unissued shares shall not be affected by the reverse stock
      split.

            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 foregoing amendment shall be effective as of October 3, 2005.

      4. 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 this Certificate of
Amendment of the Corporation's Certificate of Incorporation to be signed by
Robert Petty, its Chief Executive Officer, this 29th day of September 2005.

                                         ROO GROUP, INC.


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