NEITHER THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE NOR THE SHARES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE.  NEITHER THE
SECURITIES  REPRESENTED  HEREBY MAY BE SOLD,  TRANSFERRED,  PLEDGED OR OTHERWISE
DISPOSED NOR MAY THE SHARES BE ISSUED UPON EXERCISE  UNLESS SUCH  SECURITIES AND
SHARES ARE REGISTERED  UNDER THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES
LAWS OR THE  COMPANY  RECEIVES AN OPINION OF COUNSEL  ACCEPTABLE  TO THE COMPANY
THAT SUCH SALE, TRANSFER, PLEDGE OR ISSUANCE IS EXEMPT FROM REGISTRATION.


                                 ROO GROUP, INC.

                        INCENTIVE STOCK OPTION AGREEMENT


         THIS INCENTIVE STOCK OPTION  AGREEMENT (the  "Agreement") is made as of
this  12th day of  April,  2004 by and  between  ROO  Group,  Inc.,  a  Delaware
corporation (the "Company"), and Robin Smyth ("Optionee").

                                  R E C I T A L

         Pursuant to the 2004 Stock Option Plan (the "Plan") of the Company, the
Board of Directors of the Company or a committee to which  administration of the
Plan  is   delegated  by  the  Board  of   Directors   (in  either   case,   the
"Administrator")  has authorized the granting to Optionee of an incentive  stock
option to purchase the number of Shares of the Company  specified in Paragraph 1
hereof, at the price specified therein,  such option to be for the term and upon
the terms and conditions hereinafter stated.

                                A G R E E M E N T

         NOW,   THEREFORE,   in   consideration  of  the  promises  and  of  the
undertakings of the parties hereto contained herein, it is hereby agreed:

         1.  NUMBER OF SHARES;  OPTION  PRICE.  Pursuant  to said  action of the
Administrator,  the Company  hereby grants to Optionee the option  ("Option") to
purchase,  upon and  subject  to the terms  and  conditions  of the Plan,  up to
3,000,000  shares of common  stock (the  "Shares")  of the Company at a price of
$.1265 per share.

         2.  TERM.  This  Option  shall  expire on May 8, 2006 (the  "Expiration
Date"),  unless such  Option  shall have been  terminated  prior to that date in
accordance  with  the  provisions  of the  Plan  or  this  Agreement.  The  term
"Affiliate" as used herein shall have the meaning as set forth in the Plan.

         3. SHARES SUBJECT TO EXERCISE. Shares subject to exercise shall be 100%
of such Shares on and after May 8, 2004.

         4.  CONDITIONS  TO EXERCISE.  In order for the Optionee to exercise the
Option,  in whole or in part,  the Optionee shall not have ceased to be employed
as a senior executive officer of the Company,  prior to May 8, 2006, unless such
termination  of  employment  shall  be by  reason  of  the  death  or  permanent
disability of the Optionee,  or shall  otherwise have been approved by the Board
of Directors of the Company (the Optionee abstaining in any such vote).

         5. METHOD AND TIME OF EXERCISE.  The Option may be exercised by written
notice  delivered to the Company at its principal  executive  office stating the
number of Shares with respect to which the Option is being  exercised,  together
with:

                  (A) a check or money order made  payable to the Company in the
amount  of the  exercise  price  and any  withholding  tax,  as  provided  under
Paragraph 5 hereof; or

<PAGE>

                  (B) if expressly  authorized in writing by the  Administrator,
in its sole discretion,  at the time of the Option  exercise,  the tender to the
Company of Shares owned by Optionee having a fair market value, as determined by
the  Administrator,  not less  than the  exercise  price,  plus  the  amount  of
applicable federal, state and local withholding taxes.

         Not less than 100 shares may be  purchased  at any one time  unless the
number purchased is the total number  purchasable under such Option at the time.
Only whole shares may be purchased.

         6. TAX  WITHHOLDING.  In the event  that  this  Option  shall  lose its
qualification  as an incentive stock option,  as a condition to exercise of this
Option,  the  Company  may  require  Optionee  to pay  over to the  Company  all
applicable  federal,  state and local  taxes  which the  Company is  required to
withhold with respect to the exercise of this Option.  At the  discretion of the
Administrator   and  upon  the  request  of  Optionee,   the  minimum  statutory
withholding  tax  requirements  may be satisfied by the withholding of Shares of
the Company otherwise issuable to Optionee upon the exercise of this Option.

         7. EXERCISE ON TERMINATION OF EMPLOYMENT.  If for any reason other than
death or permanent and total  disability,  Optionee ceases to be employed by the
Company or any of its Affiliates (such event being called a "Termination"), this
Option (to the extent then  exercisable) may be exercised in whole or in part at
any time within  three months of the date of such  Termination,  but in no event
after the  Expiration  Date;  provided,  however,  that if such exercise of this
Option  would  result in  liability  for  Optionee  under  Section  16(b) of the
Securities  Exchange Act of 1934,  then such  three-month  period  automatically
shall be  extended  until  the  tenth day  following  the last  date upon  which
Optionee  has any  liability  under  Section  16(b),  but in no event  after the
Expiration  Date. If Optionee dies or becomes  permanently and totally  disabled
(as defined in the Plan) while employed by the Company or an Affiliate or within
the period that this Option remains  exercisable after Termination,  this Option
(to the extent  then  exercisable)  may be  exercised,  in whole or in part,  by
Optionee,  by Optionee's  personal  representative or by the person to whom this
Option is transferred by devise or the laws of descent and distribution,  at any
time within  twelve  months after the death or twelve months after the permanent
and total disability of Optionee,  but in no event after the Expiration Date. In
the event this Option is treated as a  non-qualified  stock option,  then and to
that  extent,  "employment"  would  include  service  as  a  director  or  as  a
consultant. For purposes of this Paragraph 6, Optionee's employment shall not be
deemed to  terminate by reason of sick leave,  military  leave or other leave of
absence approved by the Administrator,  if the period of any such leave does not
exceed 90 days or, if longer, if Optionee's right to reemployment by the Company
or any Affiliate is guaranteed either contractually or by statute.

         8.  NONTRANSFERABILITY.  This Option may not be assigned or transferred
except by will, qualified domestic relations order or by the laws of descent and
distribution,  and may be  exercised  only by Optionee  during his  lifetime and
after his  death,  by his  personal  representative  or by the  person  entitled
thereto under his will or the laws of intestate succession.

         9.  OPTIONEE  NOT A  SHAREHOLDER.  Optionee  shall  have no rights as a
shareholder  with  respect to the Shares of the  Company  covered by this Option
until the date of issuance of a stock  certificate or stock  certificates to him
upon exercise of this Option.  No adjustment will be made for dividends or other
rights for which the record date is prior to the date such stock  certificate or
certificates are issued.

         10. NO RIGHT TO EMPLOYMENT.  Nothing in the Option granted hereby shall
interfere  with or limit in any way the  right of the  Company  or of any of its
Affiliates to terminate  Optionee's  employment  or consulting at any time,  nor
confer upon  Optionee  any right to continue in the employ of, or consult  with,
the Company or any of its Affiliates.

         11. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
modification  and  termination in certain events as provided in Sections 6.1 and
6.3 of the Plan.

         12.  RESTRICTIONS  ON SALE OF SHARES.  Optionee  represents  and agrees
that, upon his exercise of this Option,  in whole or in part, unless there is in
effect at that time under the Securities Act a registration  statement  relating
to the Shares  issued to him, he will acquire the Shares  issuable upon exercise
of this Option for the purpose of investment and not with a view to their resale
or further


<PAGE>

distribution,  and that upon  each  exercise  thereof  he shall  furnish  to the
Company a written statement to such effect,  satisfactory to the Company in form
and substance.  Optionee  agrees that any  certificates  issued upon exercise of
this  Option  may  bear  a  legend  indicating  that  their  transferability  is
restricted in accordance  with applicable  state or federal  securities law. Any
person or persons  entitled to  exercise  this Option  under the  provisions  of
Paragraphs  5 and 6 hereof  shall,  upon  each  exercise  of this  Option  under
circumstances  in which  Optionee  would be required  to furnish  such a written
statement,  also furnish to the Company a written  statement to the same effect,
satisfactory to the Company in form and substance.

         13. PLAN GOVERNS.  This Agreement and the Option  evidenced  hereby are
made and  granted  pursuant to the Plan and are in all  respects  limited by and
subject to the express terms and  provisions of the Plan, as it may be construed
by the  Administrator.  It is  intended  that this  Option  shall  qualify as an
incentive stock option as defined by Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and this Agreement shall be construed in a manner
which will enable this Option to be so qualified.  Optionee hereby  acknowledges
receipt of a copy of the Plan.

         14. NOTICES. All notices to the Company shall be addressed to the Chief
Financial  Officer at the  principal  executive  office of the Company,  and all
notices to Optionee shall be addressed to Optionee at the address of Optionee on
file with the Company or its subsidiary,  or to such other address as either may
designate to the other in writing.  A notice shall be deemed to be duly given if
and when enclosed in a properly  addressed  sealed envelope  deposited,  postage
prepaid, with the United States Postal Service. In lieu of giving notice by mail
as  aforesaid,  written  notices  under this  Agreement may be given by personal
delivery to Optionee or to the Chief Financial Officer (as the case may be).

         15. SALE OR OTHER DISPOSITION. Optionee understands that, under current
law, beneficial tax treatment resulting from the exercise of this Option will be
available  only if certain  requirements  of the Code are  satisfied,  including
without  limitation,  the  requirement  that no disposition  of Shares  acquired
pursuant to exercise of this Option be made within two years from the grant date
or within one year after the  transfer  of Shares to him or her.  If Optionee at
any time contemplates the disposition (whether by sale, gift, exchange, or other
form of transfer) of any such Shares, he or she will first notify the Company in
writing of such proposed disposition and cooperate with the Company in complying
with all applicable  requirements of law, which, in the judgment of the Company,
must be  satisfied  prior to such  disposition.  In addition  to the  foregoing,
Optionee hereby agrees that before Optionee disposes (whether by sale, exchange,
gift, or otherwise) of any Shares acquired by exercise of this Option within two
years of the grant date or within one year after the  transfer of such Shares to
Optionee  upon  exercise of this  Option,  Optionee  shall  promptly  notify the
Company in writing of the date and terms of the proposed  disposition  and shall
provide  such  other  information  regarding  the  Option  as  the  Company  may
reasonably  require  immediately  before such  disposition.  Said written notice
shall state the date of such  proposed  disposition,  and the type and amount of
the  consideration  to be received  for such  Shares by  Optionee in  connection
therewith.  In the event of any such  disposition,  the  Company  shall have the
right to require Optionee to immediately pay the Company the amount of taxes (if
any) which the Company is required to withhold under federal and/or state law as
a result of the  granting or exercise of the Option and the  disposition  of the
Shares.


<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date and year first above written.

                                     ROO GROUP, INC.



                                     By:   _______________________
                                     Name:
                                     Title:


OPTIONEE


By:   Robin Smyth
Name:

Address:  _______________________

          _______________________

          _______________________