Stock Purchase Agreement

EXHIBIT 10.1


Stock Purchase Agreement


This Stock Purchase Agreement (the " Agreement" ) is dated as of September 10, 2004 by and between ROO Group, Inc., a Delaware corporation (the " ROO" ), and Avenue Group, Inc., a Delaware corporation (" Avenue" ) in connection with the purchase by ROO of One Thousand (1,000) shares of .0001 par value common stock (the " Bickhams Shares" ) of Bickhams Media, Inc., a Delaware corporation and an wholly-owned subsidiary of Avenue (" Bickhams" ). The Bickhams Shares consists of all of the outstanding capital stock of Bickhams. Avenue acknowledges and understands that the sale of the Bickhams Shares is not covered by an effective Registration Statement pursuant to the United States Securities Act of 1933, as amended (the " Act" ). Accordingly, the reoffer and resale of the Shares by the Guarantor will be restricted pursuant to the Act.


In consideration of the mutual promises contained herein and the terms and conditions of this Agreement, Avenue and ROO agree and represent as follows:

A.

PURCHASE OF THE BICKHAM SHARES


1.

ROO hereby agrees to subscribe to and purchase the Bickham Shares no later than 1:00pm Los Angles time on September 15, 2004 (the " Termination Date" ) for the following aggregate consideration:


(a)

$300,000 in cash, immediately available funds or via wire transfer, payable as follows:


(i)

$250,000 on or before the Termination Date, and


(ii)

$50,000 upon completion of audited financial statements for Bickhams for the years ended December 31, 2003 and December 31, 2002 and unaudited financial statements for the three and six month periods ending June 30, 2004 (the " Financials" ).


(b)

Four Million (4,000,000) shares of ROO common stock issued on or before the Termination Date in consideration for the Bickham Shares (the " ROO Consideration Shares" ). An additional Three Million (3,000,000) shares of ROO common stock shall be issued on or before the Termination Date in consideration for the Termination Letter, as defined below (the " Settlement Shares" ) (the Consideration Shares and the Settlement Shares hereinafter collectively referred to as the " ROO Shares" ).


(c)

An executed guaranty by ROO of (i) all of the obligations of VideoDome.com Networks, Inc., a Delaware corporation and a 50% owned subsidiary of Bickhams (" VideoDome" ) under that certain promissory note of VideoDome to Avenue dated October 2003 in the principal amount of Two Hundred Ninety Thousand U.S. Dollars (US $290,000), a copy of which is attached hereto and made a part hereof as Exhibit " A " (the " VideoDome Note" ) and (ii) the following payments: (y) for a period of one year from the date hereof, Avenue shall receive no less than Four Thousand Dollars ($4,000) per month from VideoDome and/or ROO as principal reduction payments pursuant to the VideoDome Note, commencing one month from the date hereof; PLUS , (z) the payment to Avenue one year from the date of this Agreement of all amounts then outstanding under the VideoDome No te, including but not limited to principal and accrued and unpaid interest due (the " Guaranty" ), a form of the Guaranty is attached hereto and made a part hereof as Exhibit " B."


2.

Except the $50,000 payment pursuant to Section 1(a)(ii) above, items (1) through (3) above are hereinafter collectively referred to as the " Consideration." Upon receipt by Avenue of the Consideration in full (the " Closing Time" ), Avenue agrees to deliver to ROO the Bickhams Shares, along with stock powers executed in blank as well as the " Termination Letter," as hereinafter defined. Avenue agrees that subject to and conditioned upon the occurrence of the " Closing Time," Avenue shall deliver to ROO a termination letter which shall serve to terminate the Registration Rights Agreement dated as of November 28, 2003 (the " Registration Rights Agreement" ) and any


and all rights of Avenue against ROO whatsoever with respect thereto in the form as attached hereto and made a part hereof as Exhibit " C." In consideration of Avenue foregoing its rights under the Registration Rights Agreement, ROO has agreed to issue hereunder the Settlement Shares. Anything to the contrary contained herein notwithstanding, in the event the Closing Time has not occurred on or before the Termination Date this Agreement shall automatically terminate, be rendered null and void and be of no force and effect whatsoever without any further action on the part of ROO or Avenue.


3.

Closing. The parties to this Agreement shall consummate the transactions contemplated by this Agreement at a closing (the " Closing" ) to be held no later than the Termination Date. The date of Closing is referred to herein as the " Closing Date." The Closing shall take place at the offices of counsel to ROO, or at such other place as may be mutually agreed upon by ROO and Avenue.


4.

Deliveries at Closing. At Closing, the parties shall deliver all certificates representing the ROO Shares and the Bickhams Shares and shall deliver all other executed documents and agreements described in this Article A.


5.

This Agreement is subject to, and conditioned upon, the approval by the Board of Directors of Avenue on or before 12:00 pm midnight on September 12, 2004.


B.

REPRESENTATIONS AND WARRANTIES

1.

Avenue (with respect to itself and the Bickhams Shares)and ROO (with respect to itself and the ROO Shares) hereby represent and warrant to one another as follows:

(a)

They are each corporations duly organized, validly existing and in good standing under the laws of the State of Delaware;

(b)

The execution, delivery and performance of this Agreement have been duly authorized by their respective Boards of Directors. They have full corporate power and authority to enter into this Agreement and to perform their obligations hereunder. This Agreement constitutes a valid and legally binding obligation of each Company, enforceable in accordance with its terms and conditions except to the extent the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles.

(c)

Upon the issuance and/or delivery of the Bickhams Shares and the ROO Shares, respectively, upon the terms and conditions set forth herein, the ROO Shares and the Bickhams Shares shall be validly issued, fully paid and non-assessable.

(d)

The Bickhams Shares and the ROO Shares are being transferred to ROO and Avenue, respectively, free and clear of any liens, claims, charges, rights, restrictions, options, preemptive rights, mortgages, deeds of trust, easements, leases, hypothecations, assessments, pledges, encumbrances, claims of equitable interest or security interests of any kind or nature whatsoever.


(e)

The ROO Shares and the Bickhams Shares are each being offered and sold under the exemption from registration provided for in Section 4(2) of the Act, that their offers and sales were not subject to public advertisement or part of any other sale of securities by either party, and no offering literature or prospectus have been provided by either party to the other party with respect thereto. The sale of the ROO Shares and the Bickhams Shares contemplated hereby has not been scrutinized by the SEC or by and any administrative agency charged with administration of the Securities laws of any state (except some states where the transaction might be registered).


(f)

Neither ROO nor Avenue has relied upon any representations or other information (whether oral or written) from the other party, or any of their respective officers, directors, employees or agents other than as expressly set forth herein or, in the case of Avenue, the information regarding ROO as set forth in ROO' s publicly available filings with the SEC and its press releases.


2.

Representations of ROO.

(a)

ROO is an " accredited investor" as such term is defined pursuant to Rule 501(a) promulgated under the Act.

(b)

ROO recognizes that (i) Bickhams' principal asset consists of its 50% ownership of the capital stock of VideoDome, (ii) to date VideoDome' s business and operations have relied almost entirely on the efforts of its other 50% shareholders Daniel and Vardit Aharanoff, ROO recognizes that there is no guaranty that it will be able to maintain the services or cooperation of the Aharanoffs with respect to the ongoing business or operations of ROO, (iii) VideoDome has limited operating history and financial resources and will be dependant on proceeds from ROO and other financings to implement its business plan, and (iv) that investment in Bickhams involves substantial risks.

(c)

there is no material adverse information regarding ROO, its business, operations financial status or prospects except as set forth in ROO' s publicly available filings with the SEC or press releases.

3.

Representations, Warranties and Covenants of Avenue

(a)

The Bickhams Shares represent all of the issued and outstanding shares of capital stock of Bickhams. There are no outstanding rights, options or warrants to purchase any shares of capital stock of Bickhams.


(b)

Avenue shall use reasonable commercial endeavors to cause Weinberg & Company, P.A to perform its audits and reviews on Bickhams so that Bickhams may issue the Financials within 30 days after the execution of this Agreement at ROO' s sole cost and expense.


(c)

Bickhams' has at no time engaged in an operating business and its sole asset currently consists of its 50% ownership of the capital stock of VideoDome.


4.

ROO and Avenue shall indemnify and hold harmless one another or any of their respective officers, employees, registered representatives, agents, attorneys, directors, or control persons of any such entity (collectively, " Representatives" ) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against losses, liabilities and expenses (including reasonable attorneys' fees, judgments, fines and amounts paid in settlement or otherwise) incurred by the ROO, Avenue or their respective Representatives, by reason of or arising from or relating to any actual or alleged breach of any of their representations, warranties, covenants or agreements set forth in this Agreement which is not remedied by timely notice to the other party as provided above.


C.

UNDERSTANDINGS


1.

ROO and /or Avenue acknowledge and agree, as the case may be, as follows:


(a)

No federal or state agency has made any finding or determination as to the fairness of this offering for investment, nor any recommendation or endorsement of the Bickham Shares or the ROO Shares.


(b)

Currently, there is no public market for the Bickham Shares and there is no certainty that such a market will ever develop. There can be no assurance that ROO will be able to sell or dispose of the Bickham Shares. Moreover, no assignment, sale, transfer, exchange or other disposition of the Bickham Shares can be made other than in accordance with all applicable securities laws.


(c)

Any information which the either party receives which is not contained in the publicly available information or reports filed with the SEC and is not otherwise available to the public shall be deemed to be confidential and nonpublic, and all such information shall be kept in confidence by the receiving party and shall not be used by receiving party for their personal benefit (other than in connection with the transactions


contemplated by this Agreement) nor disclosed to any third party for any reason; provided, that this obligation shall not apply to any such information which (i) is part of the public knowledge or literature and readily accessible at the date hereof; (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of these provisions); or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements).


(d)

The parties each have sufficient knowledge and experience in financial and business matters so that they are is capable of evaluating the merits and risks of investment in Bickhams and ROO, as the case may be, and of making an informed investment decision.


(e)

The parties each have had prior personal or business relationships with the one another or by reason of their business or financial experience, have the capacity to protect their own interest in connection with this transaction.


2.

The representations, warranties, understandings, acknowledgments and agreements of the parties to this Agreement are true and accurate as of the date hereof and shall survive thereafter.

3.

Immediately followin ...