DAG MEDIA, INC.

                        INCENTIVE STOCK OPTION AGREEMENT

                              As of March 22, 2001

      DAG Media, Inc., a New York corporation (the "Company), hereby grants to
Zvi Kirschner (the "Optionee") of MRD Telecom Inc. (the "Agency") a stock option
to purchase a total of 20,000 shares of the Company's Common Stock, par value $
0.001 per share ("Common Stock"), at the price of $ 1.563 (closing price in
grant date 3/22/01) per share on the terms and conditions set forth herein.

      1.    Duration.

            (a)   This option was granted as of the date first above written.

            (b)   This option shall expire five (5) years from the date hereof
                  (the "Termination Date").

      2.    Price.

            The purchase price of $1.563 for each share of Common Stock upon
            exercise of this option is not less than the fair market value on
            the date hereof.

      3.    Written Notice of Exercise.

            This option, to the extent it is exercisable as provided in Section
            9 herein, may be exercised only by delivering to the Secretary of
            the Company, at its principal office within the time specified in
            Paragraph 1 hereof or such

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            shorter time as is otherwise provided for herein, a written notice
            of exercise substantially in the form describe in Section 9.

      4.    Anti-Dilution Provisions.

            (a)   If there is any stock dividend or recapitalization resulting
                  in a stock split, or combination or exchange of shares of
                  Common Stock of the Company, the number of shares of Common
                  Stock then subject to this option shall be proportionately and
                  appropriately adjusted; no change shall be made in the
                  aggregate purchase price to be paid for all shares subject to
                  this option, but the aggregate purchase price shall be
                  allocated among all shares subject to this option after giving
                  effect to the adjustment; provided, however, that any
                  fractional shares resulting from any such adjustment shall be
                  eliminated.

            (b)   If there is any other change in the Common Stock of the
                  Company, including recapitalization, reorganization, sale or
                  exchange of assets, exchange of shares, offering of
                  subscription rights, or a merger or consolidation in which the
                  Company is the surviving corporation, an adjustment, if any,
                  shall be made in the shares then subject to this option as the
                  Company's Board of Directors the ("Board") or the Compensation
                  Committee of the Board (the "Committee") may deem equitable.
                  Failure of the Board or the Committee to provide for an
                  adjustment pursuant to this


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                  subparagraph prior to the effective date of any Company action
                  referred to herein shall be conclusive evidence that no
                  adjustment is required in consequence of such action.

            (c)   If the Company is merged into or consolidated with any other
                  corporation, or if it sells all or substantially all of its
                  assets to any other corporation, then either (i) the Company
                  shall cause provisions to be made for the continuance of this
                  option after such event, or for the substitution for this
                  option of an option covering the number and class of
                  securities and/or cash or other property which the Optionee
                  would have been entitled to receive in such merger or
                  consolidation by virtue of such sale if the Optionee had been
                  the holder of record of a number of shares of Common Stock of
                  the Company equal to the number of shares covered by the
                  unexercised portion of this option; provided, only that the
                  excess of the aggregate fair market value of the shares
                  subject to the options immediately after such substitution
                  over the purchase price thereof is not more than the excess of
                  the aggregate fair market value of the shares subject to such
                  options immediately before such substitution over the purchase
                  price thereof, or (ii) the Company shall give the Optionee
                  written notice of its election not to cause such provision to
                  be made and this option shall become exercisable in full (or,
                  at the election of the Optionee, in part) at any time during a
                  period of ten (10) days, to be designated by the Company,


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                  ending not more than ten (10) days prior to the effective date
                  of the merger, consolidation or sale, in which case this
                  option shall not be exercisable to any extent after the
                  expiration of such ten (10) day period. In no event, however,
                  shall this option be exercisable after the Termination Date.

      5.    Investment Representation and Legend of Certificates.

            The Optionee agrees that until such time as a registration statement
            under the Securities Act of 1933, as amended, becomes effective with
            respect to the option and/or the stock, the Optionee is taking this
            option and will take the stock underlying this option, for
            investment and not for resale or distribution. The Company shall
            have the right to place upon the face of any stock certificate or
            certificates evidencing shares issuable upon the exercise of this
            option such legend as the Board on the Committee may prescribe for
            the purpose of preventing disposition of such shares in violation of
            the Securities Act of 1933, as amended.

      6.    Non-Transferability.

            This option shall not be transferable by the Optionee other than by
            will or by the laws of descent and distribution, and is exercisable
            during the lifetime of the Optionee only by the Optionee.

      7.    Certain Rights Not Conferred by Option.


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            The Optionee shall not, by virtue of holding this option, be
            entitled to any rights of a stockholder in the Company.

      8.    Expenses.

            The Company shall pay all original issue and transfer taxes with
            respect to the issuance and transfer of shares of Common Stock of
            the Company pursuant hereto and all other fees and expenses
            necessarily incurred by the Company in connection therewith.

      9.    Exercise of Options

            (a)   This option shall become exercisable in accordance with its
                  terms, in three annual installments as follows: 4,000 shares
                  commencing one year after the date of grant; 4,000 additional
                  shares commencing on each of the following anniversaries of
                  the date of grant..

            (b)   This option shall be exercisable by written notice of such
                  exercise, in the form prescribed by the Board or the
                  Committee, to the Secretary of the Company, at its principal
                  office. The notice shall specify the number of shares for
                  which the option is being exercised (which number, if less
                  than all of the shares then subject to exercise, shall be 100
                  or a multiple thereof) and shall be accompanied by payment (i)
                  in cash or by check of the amount of


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                  the full purchase price of such shares or (ii) in such other
                  manner as the Board or the Committee shall deem acceptable.

            (c)   No shares shall be delivered upon exercise of any option until
                  all laws, rules and regulations which the Board or the
                  Committee may deem applicable have been complied with. If a
                  registration statement under the Securities Act of 1933, as
                  amended, is not then in effect with respect to the shares
                  issuable upon such exercise, the Company may require as a
                  condition precedent that the person exercising the option give
                  the Company a written representation and undertaking,
                  satisfactory in form and substance to the Board or the
                  Committee, that such person is acquiring the shares for their
                  own account for investment and not with a view to the
                  distribution thereof.

            (d)   The person exercising an option shall not be considered a
                  record holder of the stock so purchased for any purpose until
                  the date on which such person is actually recorded as the
                  holder of such stock in the records of the Company.

            (e)   This option shall be exercisable only so long as the Optionee
                  shall continue to be an employee of MRD Telecom Inc. in-so-far
                  as the Agency remains affiliated with the Company and within
                  the three month period after the date of termination of his
                  employment to the extent it was exercisable on the day prior
                  to the date of


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                  termination. Notwithstanding the foregoing, in no event shall
                  this option be exercisable after the Termination Date.

            (f)   Notwithstanding the provisions of Section 9 (e) above, in the
                  event the Optionee is unable to continue his employment with
                  MRD Telecom as a result of his total and permanent disability
                  (as defined in Section 105(d)(4) of the Internal Revenue Code
                  of 1986, as amended), he may, but only within twelve (12)
                  months from the date of disability, exercise this option to
                  the extent he was entitled to exercise it at the date of such
                  disability. Notwithstanding the foregoing, in no event shall
                  this option be exercisable after the Termination Date.

            (g)   Notwithstanding the provisions of Section 9(e) above, in the
                  event of death of the Optionee:

                  (i)   during the term of this option who is at the time of his
                        death an employee of MRD Telecom Inc. and who shall have
                        been in Continuous Status (as defined in the Plan) as an
                        employee of MRD Telecom Inc. since the date of grant of
                        this option, this option may be exercised, at any time
                        within twelve (12) months following the date of death,
                        by the Optionee's estate or by a person who acquired the
                        right to exercise this option by request or inheritance,
                        but only to the extent of the right that would


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                        have accrued had the Optionee continued living one (1)
                        month after the date of death; or

                  (ii)  within three (3) months after the termination of
                        Continuous Status as an employee of MRD Telecom Inc.,
                        this option may be exercised, at any time within three
                        (3) months following the date of death, by the
                        Optionee's estate or by a person who acquired the right
                        to exercise the option by bequest or inheritance, but
                        only to the extent of the right to exercise that had
                        accrued at the date of termination.

                  (iii) Notwithstanding the provisions of this Section (g), in
                        no event shall this option be exercisable after the
                        termination Date.

      10.   Continued Employment.

            Nothing herein shall be deemed to create any employment agreement or
            between the Company or MRD Telecom Inc. and the Optionee.

                                                  DAG Media, Inc.


                                                  By: /s/ Assaf Ran
                                                  -----------------
                                                  Name:  Assaf Ran
                                                  Title: President

            Accepted as of the date
            First set forth above:


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              /s/ Zvi Kirschner
            ---------------------------
              Zvi Kirschner
              Agency: MRD Telecom Inc.


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