ROO Group, Inc. (ROO Group), incorporated on August 11, 1998, is a digital media company in the business of providing products and solutions that enable the broadcast of topical video content from its customers' Internet Websites. The Company specializes in providing the technology and content required for video to be played on computers via the Internet, as well as emerging broadcasting platforms, such as set-top boxes and wireless devices. The Company's core activities include the aggregation of video content, media management, traditional and online advertising, hosting, and content delivery. The Company also operates a network of individual destination portals under the brand ROO TV that enables end users in different regions around the world to view video content over the Internet, which is specific to the region they live. In conjunction with its subsidiaries, the Company services Websites based in Europe, Australia, the United States and South Africa. ROO Group organizes its products and services into three core areas: ROO Solutions, ROO Syndication of Licensed Video Content and ROO Media Online Advertising Network. On April 30, 2004, the Company purchased 80% of the issued and outstanding common stock of Reality Group Pty Ltd. Reality Group provides integrated communication solutions, including direct marketing, Internet advertising and sales promotion. On May 26, 2004, the Company entered into an asset purchase agreement to purchase the business and business assets of Undercover Media Pty Ltd. Included in the purchase is the www.undercover.com.au Website, which serves approximately 500,000 visitors per month with 55% from the United States, 18% from Europe, 7% from Asia and 20% from other countries throughout the world. Undercover Media features original music content ranging from raw interview footage to propriety editorial content combined with industry-released footage. Undercover Media has served both the music industry and music community with daily music news, reviews and editorial bulletins. On June 1, 2004, the Company entered into a Network Services Agreement with Speedera Networks Inc. Speedera Networks provides network services, which includes account setup, customer configuration and assistance with content streaming and download services. The Company is billed by Speedera Networks based on the amount of data that is transferred each month. The initial term of the Network Services Agreement ends May 31, 2005. On September 10, 2004, the Company entered into an agreement to purchase of all of the outstanding shares of common stock of Bickhams Media, Inc. from Avenue Group, Inc. pursuant to a Stock Purchase Agreement dated September 10, 2004. The only business of Bickhams Media, Inc. is its ownership of VideoDome.com Networks, Inc. (VideoDome), a California corporation. VideoDome is a Los Angeles based company that provides a range of Media Management solutions through its fifth-generation application service provider (ASP) application, VideoDome Media Manager. ROO Solutions The Company builds customized video solutions for specific customers or industry segments. The platform has been designed to be flexible in accommodating for activating video for broadcast over the Internet and accommodating emerging technologies, such as wireless devices (such as mobile phones and personal digital assistants, PDAs) and set-top boxes. The same platform, or components thereof, used by the Company to run its network of Websites can be adapted to suit the individual needs of clients with specific objectives in mind. The Company launched a Website targeting wireless users at www.roomobile.com, which allows wireless users with the Microsoft Windows Mobile operating system to access and view News, Business entertainment etc videos via their wireless devices. ROO Syndication Of Licensed Video Content The Company provides a solution for customers located throughout the world to activate licensed topical video content on their Websites. ROO Media supplies wholesale clients with a solution whereby the

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