EX-10.1

                             2004 STOCK OPTION PLAN

                                       OF

                                 ROO GROUP, INC.



1.       PURPOSES OF THE PLAN

         The  purposes of the 2004 Stock  Option Plan (the "Plan") of ROO Group,
Inc., a Delaware corporation (the "Company"), are to:

         (a) Encourage selected employees,  directors and consultants to improve
operations and increase profits of the Company;

         (b) Encourage selected  employees,  directors and consultants to accept
or continue  employment or  association  with the Company or its  Affiliates (as
defined hereinafter); and

         (c)  Increase  the  interest  of  selected  employees,   directors  and
consultants  in the Company's  welfare  through  participation  in the growth in
value of the common stock of the Company (the "Shares").

         Options  granted under this Plan  ("Options")  may be "incentive  stock
options"  ("ISOs")  intended to satisfy the  requirements  of Section 422 of the
Internal Revenue Code of 1986, as amended,  and the regulations  thereunder (the
"Code"), or "non-qualified stock options" ("NQSOs").

2.       ELIGIBLE PERSONS

         Every  person who at the date of grant of an Option is an  employee  of
the Company or of any  Affiliate of the Company is eligible to receive  NQSOs or
ISOs under this Plan.  Every person who at the date of grant is a consultant to,
or  non-employee  director  of, the Company or any  Affiliate  of the Company is
eligible to receive NQSOs under this Plan.  The term  "Affiliate" as used in the
Plan means a parent or  subsidiary  corporation  as  defined  in the  applicable
provisions  (currently  Sections 424(e) and (f),  respectively) of the Code. The
term  "employee"  includes  an officer or  director  who is an  employee  of the
Company.  The term  "consultant"  includes  persons  employed  by, or  otherwise
affiliated with, a consultant.

3.       STOCK SUBJECT TO THIS PLAN; MAXIMUM NUMBER OF GRANTS

         Subject  to the  provisions  of  Section  6.1.1 of the Plan,  the total
number of Shares which may be issued under Options granted pursuant to this Plan
shall not exceed Fifty Million  (50,000,000)  Shares.  The Shares covered by the
portion  of any grant  under the Plan which  expires  unexercised  shall  become
available again for grants under the Plan.

4.       ADMINISTRATION

         (a) The Plan shall be  administered by either the Board of Directors of
the  Company  (the  "Board")  or  by a  committee  (the  "Committee")  to  which
administration  of the Plan,  or of part of the Plan,  may be  delegated  by the
Board (in either case, the "Administrator").  The Board shall appoint and remove
members  of such  Committee,  if  any,  in its  discretion  in  accordance  with
applicable  laws.  If  necessary  in order to comply  with Rule 16b-3  under the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") and Section
162(m) of the Code, the Committee shall, in the Board's discretion, be comprised
solely of  "non-employee  directors"  within the  meaning of said Rule 16b-3 and
"outside  directors"  within  the  meaning of  Section  162(m) of the Code.  The
foregoing  notwithstanding,  the  Administrator  may  delegate  nondiscretionary
administrative  duties to such  employees  of the Company as it

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deems proper and the Board, in its absolute discretion, may at any time and from
time to time exercise any and all rights and duties of the  Administrator  under
the Plan.

         (b) Subject to the other  provisions  of this Plan,  the  Administrator
shall have the  authority,  in its  discretion:  (i) to grant  Options;  (ii) to
determine  the fair  market  value of the Shares  subject to  Options;  (iii) to
determine the exercise price of Options  granted;  (iv) to determine the persons
to whom,  and the time or times at  which,  Options  shall be  granted,  and the
number of shares  subject to each Option;  (v) to interpret  this Plan;  (vi) to
prescribe, amend, and rescind rules and regulations relating to this Plan; (vii)
to determine the terms and  provisions of each Option granted (which need not be
identical),  including  but not limited  to, the time or times at which  Options
shall be  exercisable;  (viii)  with the consent of the  optionee,  to modify or
amend any Option;  (ix) to defer (with the consent of the optionee) the exercise
date of any  Option;  (x) to  authorize  any  person to execute on behalf of the
Company any instrument  evidencing the grant of an Option;  and (xi) to make all
other  determinations  deemed necessary or advisable for the  administration  of
this Plan. The Administrator may delegate nondiscretionary administrative duties
to such employees of the Company as it deems proper.

         (c) All questions of interpretation, implementation, and application of
this Plan shall be determined by the Administrator. Such determinations shall be
final and binding on all persons.

5.       GRANTING OF OPTIONS; OPTION AGREEMENT

         (a) No Options shall be granted under this Plan after 10 years from the
date of adoption of this Plan by the Board.

         (b) Each Option shall be evidenced by a written stock option agreement,
in form  satisfactory  to the  Administrator,  executed  by the  Company and the
person to whom such Option is granted.

         (c) The stock option  agreement  shall  specify  whether each Option it
evidences is an NQSO or an ISO.

         (d) Subject to Section  6.3.3 with respect to ISOs,  the  Administrator
may approve the grant of Options  under this Plan to persons who are expected to
become  employees,  directors  or  consultants  of  the  Company,  but  are  not
employees,  directors or  consultants  at the date of approval,  and the date of
approval shall be deemed to be the date of grant unless  otherwise  specified by
the Administrator.

6.       TERMS AND CONDITIONS OF OPTIONS

         Each Option  granted  under this Plan shall be subject to the terms and
conditions  set forth in Section  6.1.  NQSOs shall also be subject to the terms
and conditions set forth in Section 6.2, but not those set forth in Section 6.3.
ISOs shall also be subject to the terms and conditions set forth in Section 6.3,
but not those set forth in Section 6.2.

         6.1 Terms and Conditions to Which All Options Are Subject.  All Options
granted under this Plan shall be subject to the following terms and conditions:

                  6.1.1 Changes in Capital Structure.  Subject to Section 6.1.2,
if the stock of the Company is changed by reason of a stock split, reverse stock
split, stock dividend,  or  recapitalization,  combination or  reclassification,
appropriate  adjustments  shall be made by the Board in (a) the number and class
of shares of stock subject to this Plan and each Option  outstanding  under this
Plan, and (b) the exercise price of each outstanding Option; provided,  however,
that the Company shall not be required to issue fractional shares as a result of
any such  adjustments.  Each such adjustment shall be subject to approval by the
Board in its sole discretion.

                  6.1.2  Corporate  Transactions.  In the event of the  proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
optionee  at least 30 days  prior to such  proposed  action.  To the  extent not
previously  exercised,  all  Options  will  terminate  immediately  prior to the
consummation of such proposed action;

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provided,  however,  that  the  Administrator,  in  the  exercise  of  its  sole
discretion, may permit exercise of any Options prior to their termination,  even
if such  Options  were not  otherwise  exercisable.  In the event of a merger or
consolidation of the Company with or into another corporation or entity in which
the Company does not survive,  or in the event of a sale of all or substantially
all of the  assets of the  Company  in which  the  shareholders  of the  Company
receive securities of the acquiring entity or an affiliate thereof,  all Options
shall be assumed or  equivalent  options shall be  substituted  by the successor
corporation  (or other  entity)  or a parent  or  subsidiary  of such  successor
corporation (or other entity);  provided,  however,  that if such successor does
not agree to assume the Options or to substitute  equivalent  options  therefor,
the  Administrator,  in the  exercise  of its sole  discretion,  may  permit the
exercise of any of the Options prior to consummation of such event, even if such
Options were not otherwise exercisable.

                  6.1.3  Time of  Option  Exercise.  Subject  to  Section  5 and
Section  6.3.4,  Options  granted  under  this  Plan  shall be  exercisable  (a)
immediately as of the effective date of the stock option agreement  granting the
Option,  or (b) in accordance with a schedule as may be set by the Administrator
(each such date on such schedule,  the "Vesting Base Date") and specified in the
written stock option agreement  relating to such Option.  In any case, no Option
shall be exercisable until a written stock option agreement in form satisfactory
to the Company is executed by the Company and the optionee.

                  6.1.4 Option Grant Date.  The date of grant of an Option under
this Plan shall be the date as of which the Administrator approves the grant.

                  6.1.5  Nontransferability  of Option  Rights.  Except with the
express written approval of the  Administrator  which approval the Administrator
is authorized to give only with respect to NQSOs,  no Option  granted under this
Plan shall be assignable  or otherwise  transferable  by the optionee  except by
will,  by the laws of  descent  and  distribution  or  pursuant  to a  qualified
domestic  relations order.  During the life of the optionee,  an Option shall be
exercisable only by the optionee.

                  6.1.6 Payment.  Except as provided below,  payment in full, in
cash,  shall be made for all  stock  purchased  at the time  written  notice  of
exercise of an Option is given to the Company, and proceeds of any payment shall
constitute general funds of the Company.  The Administrator,  in the exercise of
its  absolute  discretion,  may  authorize  any  one or  more  of the  following
additional methods of payment:

                        (a) Subject to the discretion of the  Administrator  and
the terms of the stock option  agreement  granting  the Option,  delivery by the
optionee of Shares  already  owned by the optionee for all or part of the Option
price,  provided  the fair  market  value  (determined  as set forth in  Section
6.1.10) of such Shares  being  delivered is equal on the date of exercise to the
Option  price,  or such portion  thereof as the optionee is authorized to pay by
delivery of such stock; and

                        (b)  Subject  to the  discretion  of the  Administrator,
through the  surrender  of Shares  then  issuable  upon  exercise of the Option,
provided the fair market value  (determined  as set forth in Section  6.1.10) of
such  Shares  is equal on the date of  exercise  to the  Option  price,  or such
portion thereof as the optionee is authorized to pay by surrender of such stock.

                  6.1.7 Termination of Employment.  If for any reason other than
death or permanent and total  disability,  an optionee  ceases to be employed by
the Company or any of its Affiliates (such event being called a  "Termination"),
Options held at the date of Termination (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,  or such other period of not less than 30 days after the date
of such  Termination  as is  specified  in the Option  Agreement or by amendment
thereof (but in no event after the Expiration Date); provided,  however, that if
such  exercise of the Option would result in  liability  for the optionee  under
Section 16(b) of the Exchange Act, 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 an  optionee  dies or  becomes  permanently  and  totally
disabled  (within the meaning of Section 22(e)(3) of the Code) while employed by
the  Company  or an  Affiliate  or within the  period  that the  Option

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remains  exercisable  after  Termination,  Options then held (to the extent then
exercisable)  may be exercised,  in whole or in part,  by the  optionee,  by the
optionee's  personal  representative  or by the  person  to whom the  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 the optionee or any longer  period  specified in the Option
Agreement or by amendment  thereof (but in no event after the Expiration  Date).
For purposes of this Section 6.1.7,  "employment" includes service as a director
or as a consultant. For purposes of this Section 6.1.7, an 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 the  optionee's  right to
reemployment by the Company or any Affiliate is guaranteed either  contractually
or by statute.

                  6.1.8  Withholding  and  Employment  Taxes.  At  the  time  of
exercise of an Option and as a condition  thereto,  or at such other time as the
amount of such obligations  becomes  determinable (the "Tax Date"), the optionee
shall remit to the Company in cash all applicable  federal and state withholding
and employment taxes.  Such obligation to remit may be satisfied,  if authorized
by  the  Administrator  in its  sole  discretion,  after  considering  any  tax,
accounting  and  financial  consequences,  by the  optionee's  (i) delivery of a
promissory note in the required amount on such terms as the Administrator  deems
appropriate,  (ii)  tendering  to the Company  previously  owned Shares or other
securities of the Company with a fair market value equal to the required amount,
or (iii) agreeing to have Shares (with a fair market value equal to the required
amount) which are acquired upon exercise of the Option withheld by the Company.

                  6.1.9 Other  Provisions.  Each Option  granted under this Plan
may contain such other terms,  provisions,  and conditions not inconsistent with
this Plan as may be determined by the Administrator,  and each ISO granted under
this Plan shall  include such  provisions  and  conditions  as are  necessary to
qualify the Option as an "incentive  stock option" within the meaning of Section
422 of the Code.

                  6.1.10  Determination  of Value. For purposes of the Plan, the
fair  market  value  of  Shares  or other  securities  of the  Company  shall be
determined as follows:

                        (a) Fair market value shall be the closing price of such
stock on the date before the date the value is to be determined on the principal
recognized  securities  exchange or recognized  securities  market on which such
stock is reported, but if selling prices are not reported, its fair market value
shall be the mean  between  the high bid and low asked  prices for such stock on
the date  before  the date the  value is to be  determined  (or if there  are no
quoted prices for such date,  then for the last preceding  business day on which
there were quoted prices).

                        (b) In the  absence  of an  established  market  for the
stock,  the fair market value  thereof  shall be determined in good faith by the
Administrator,  with reference to the Company's net worth,  prospective  earning
power,  dividend-paying  capacity,  and other  relevant  factors,  including the
goodwill of the Company,  the economic  outlook in the Company's  industry,  the
Company's position in the industry, the Company's management,  and the values of
stock of other corporations in the same or similar line of business.

                  6.1.11 Option Term.  Subject to Section 6.3.4, no Option shall
be exercisable more than 10 years after the date of grant, or such lesser period
of time as is set forth in the stock  option  agreement  (the end of the maximum
exercise period stated in the stock option agreement is referred to in this Plan
as the "Expiration Date").

         6.2 Terms and  Conditions  to Which  Only  NQSOs Are  Subject.  Options
granted  under this Plan which are  designated  as NQSOs shall be subject to the
following terms and conditions:

                  6.2.1 Exercise Price.

                        (a)  Except  as  set  forth  in  Section  6.2.1(b),  the
exercise  price of an NQSO shall be not less than 85% of the fair  market  value
(determined  in  accordance  with  Section  6.1.10) of the stock  subject to the
Option on the date of grant.

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                        (b) To the extent required by applicable laws, rules and
regulations,  the  exercise  price of a NQSO  granted  to any  person  who owns,
directly or by attribution  under the Code  (currently  Section  424(d)),  stock
possessing  more than ten  percent  of the total  combined  voting  power of all
classes  of  stock  of  the  Company  or  of  any   Affiliate  (a  "Ten  Percent
Shareholder")  shall in no  event be less  than  110% of the fair  market  value
(determined  in  accordance  with  Section  6.1.10) of the stock  covered by the
Option at the time the Option is granted.

         6.3 Terms  and  Conditions  to Which  Only  ISOs Are  Subject.  Options
granted  under  this Plan which are  designated  as ISOs shall be subject to the
following terms and conditions:

                  6.3.1 Exercise Price.

                        (a)  Except  as  set  forth  in  Section  6.3.1(b),  the
exercise  price of an ISO shall be determined in accordance  with the applicable
provisions  of the Code and shall in no event be less than the fair market value
(determined  in  accordance  with  Section  6.1.10) of the stock  covered by the
Option at the time the Option is granted.

                        (b) The  exercise  price  of an ISO  granted  to any Ten
Percent Shareholder shall in no event be less than 110% of the fair market value
(determined  in  accordance  with  Section  6.1.10) of the stock  covered by the
Option at the time the Option is granted.

                  6.3.2  Disqualifying   Dispositions.   If  stock  acquired  by
exercise  of  an  ISO  granted  pursuant  to  this  Plan  is  disposed  of  in a
"disqualifying  disposition"  within the  meaning of Section  422 of the Code (a
disposition  within two years from the date of grant of the Option or within one
year after the transfer of such stock on exercise of the Option),  the holder of
the stock  immediately  before the disposition shall promptly notify the Company
in writing of the date and terms of the disposition and shall provide such other
information regarding the Option as the Company may reasonably require.

                  6.3.3  Grant  Date.  If an ISO is granted in  anticipation  of
employment  as provided in Section  5(d),  the Option  shall be deemed  granted,
without  further  approval,  on the  date the  grantee  assumes  the  employment
relationship  forming the basis for such grant, and, in addition,  satisfies all
requirements of this Plan for Options granted on that date.

                  6.3.4 Term.  Notwithstanding Section 6.1.11, no ISO granted to
any Ten Percent  Shareholder shall be exercisable more than five years after the
date of grant.

7.       MANNER OF EXERCISE

         (a) An optionee wishing to exercise an Option shall give written notice
to the  Company at its  principal  executive  office,  to the  attention  of the
officer of the Company designated by the  Administrator,  accompanied by payment
of the exercise  price and  withholding  taxes as provided in Sections 6.1.6 and
6.1.8.  The date the Company  receives  written notice of an exercise  hereunder
accompanied by payment of the exercise price will be considered as the date such
Option was exercised.

         (b) Promptly  after receipt of written  notice of exercise of an Option
and the payments  called for by Section 7(a), the Company  shall,  without stock
issue or transfer taxes to the optionee or other person entitled to exercise the
Option,  deliver  to  the  optionee  or  such  other  person  a  certificate  or
certificates  for the  requisite  number  of shares of  stock.  An  optionee  or
permitted  transferee  of  the  Option  shall  not  have  any  privileges  as  a
shareholder  with respect to any shares of stock covered by the Option until the
date of issuance  (as  evidenced  by the  appropriate  entry on the books of the
Company or a duly authorized transfer agent) of such shares.

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8.       EMPLOYMENT OR CONSULTING RELATIONSHIP

         Nothing in this Plan or any Option granted  hereunder  shall  interfere
with or limit in any way the right of the Company or of any of its Affiliates to
terminate any  optionee's  employment or consulting at any time, nor confer upon
any  optionee  any right to  continue  in the employ of, or  consult  with,  the
Company or any of its Affiliates.

9.       CONDITIONS UPON ISSUANCE OF SHARES

         Shares shall not be issued pursuant to the exercise of an Option unless
the  exercise  of such  Option and the  issuance  and  delivery  of such  shares
pursuant  thereto shall comply with all relevant  provisions of law,  including,
without  limitation,  the  Securities  Act of 1933, as amended (the  "Securities
Act").

10.      NON-EXCLUSIVITY OF THE PLAN

         The  adoption  of the Plan  shall  not be  construed  as  creating  any
limitations  on  the  power  of  the  Company  to  adopt  such  other  incentive
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options other than under the Plan.

11.      AMENDMENTS TO PLAN

         The Board may at any time amend,  alter,  suspend or  discontinue  this
Plan. Without the consent of an optionee, no amendment,  alteration,  suspension
or  discontinuance  may adversely affect  outstanding  Options except to conform
this Plan and ISOs  granted  under this Plan to the  requirements  of federal or
other tax laws relating to incentive  stock options.  No amendment,  alteration,
suspension or  discontinuance  shall  require  shareholder  approval  unless (a)
shareholder  approval is required to preserve  incentive stock option  treatment
for  federal  income tax  purposes  or (b) the Board  otherwise  concludes  that
shareholder approval is advisable.

12.      EFFECTIVE DATE OF PLAN; TERMINATION

         This Plan shall become effective upon adoption by the Board;  provided,
however, that no Option shall be exercisable unless and until written consent of
the  shareholders  of the Company,  or approval of  shareholders  of the Company
voting at a validly  called  shareholders'  meeting,  is obtained  within twelve
months after adoption by the Board. If such shareholder approval is not obtained
within  such  time,  Options  granted  hereunder  shall be of the same force and
effect as if such approval was obtained  except that all ISOs granted  hereunder
shall be treated as NQSOs.  Options may be granted and exercised under this Plan
only after  there has been  compliance  with all  applicable  federal  and state
securities laws. This Plan shall terminate within ten years from the date of its
adoption by the Board.