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No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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$_____ per share as determined under Rule 0-11 under the Exchange Act.

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Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing

for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Sincerely, 

/s/ MARTIN WADE, III

Martin Wade, III

Chairman and Chief Executive Officer

P

R

O

X

Y

The undersigned, revoking all previous proxies, hereby appoints Martin Wade, III as proxy, acting jointly and severally, with full power of substitution, for and in the name of the undersigned to vote all shares of common stock, par value $.001 per share, of Broadcaster, Inc., that the undersigned would be entitled to vote if present in person at the annual meeting of stockholders to be held on  June 26, 2008 , at 10:00 AM Pacific Standard Time, and at any adjournment, on the matters described in the accompanying proxy statement and on any such other matters as may properly come before the annual meeting. The proxies are directed to vote or refrain from voting as checked on the reverse side on the matters listed on the reverse side, and otherwise may vote in their discretion.

This proxy granted by this card will be voted in the manner directed on the reverse side by the undersigned stockholder. If no direction is specified, this proxy will be voted “FOR” Item 2 and “FOR” Item 3. With respect to any other matters that properly come before the annual meeting, the proxies may vote at their discretion. The board of directors currently knows of no other business that will come before the annual meeting. If at the time of the annual meeting any of the individuals listed on this proxy card are unable to serve, this proxy will be voted for the remaining individuals.

Address Changes/Comments:  __________________________________________________________________

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

BROADCASTER, INC.

9201 OAKDALE AVENUE

SUITE 200

CHATSWORTH, CA 91311

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS

If you would like to reduce the costs incurred by Broadcaster, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To signup for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Broadcaster, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

BROADCASTER, INC.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR "FIVE OF THE SIX INDIVIDUALS AND "FOR" ITEMS 2 AND 3.

Item 1.

Election of five of out of the six individuals listed below, each to serve for the following year and until his successor is elected (PLEASE SELECT ONLY FIVE INDIVIDUALS- SELECTION OF ALL SIX WILL INVALIDATE YOUR VOTE)

For All

Except

To withhold authority to vote for any individual(s), mark “For All Except” and write the number(s) of the individual(s) on the line below.

Individuals:

¨

01) Richard Berman

For   ¨

Withhold   ¨

02) Arthur Camiolo

For   ¨

Withhold   ¨

03) Paul Goodman

For   ¨

Withhold   ¨

04) Lawrence Johnson

For   ¨

Withhold   ¨

05) Blair Mills

For   ¨

Withhold   ¨

06) Martin Wade, III

For   ¨

Withhold   ¨

Item 2.

Approval of the Broadcaster 2008 Long Term Incentive Plan

FOR

AGAINST

ABSTAIN

¨

¨

¨

Item 3.

Ratification of the selection of Choi, Kim & Park LLP. as the Company’s independent registered public accounting firm for our fiscal year ending June 30, 2009.

FOR

AGAINST

ABSTAIN

¨

¨

¨

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

( NOTE : Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name, by authorized officer. If a partnership, please sign in partnership name by authorized person.)

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date