DAG MEDIA, INC.

                        INCENTIVE STOCK OPTION AGREEMENT

                             As of ________________

      DAG Media, Inc., a New York corporation (the "Company"), pursuant to
Section 6 of the Company's 1999 Stock Option Plan As Amended (the "Plan"),
hereby grants to _____________ (the "Optionee") an incentive stock option to
purchase a total of ________ shares of the Company's Common Stock, par value $
___________ per share ("Common Stock"), at the fair market value of the Common
Stock on the date of grant of this option granted on _______________ and per the
terms and conditions set forth herein and in the Plan. This option is intended
to be an incentive stock option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

      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 per share exercise price of this option is ____, being not less
            than the fair market value on the date hereof _____).

      3.    Qualification as Incentive Stock Option.

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            Those options that do not meet the criteria of incentive stock
            options, as defined in Section 422 of the Code, are non-qualified
            stock options, subject to Section 83 of the Code.

      4.    Written Notice of Exercise.

            This option, to the extent it is exercisable as provided in Section
            10 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 shorter time as is otherwise provided for
            herein, a written notice of exercise substantially in the form
            describe in Section 10.

      5.    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, 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


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                  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 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


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                  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, 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.

      6.    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.


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      7.    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.

      8.    Certain Rights Not Conferred by Option.

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

      9.    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.

      10.   Exercise of Options

            (a)   This option shall become exercisable in accordance with its
                  terms, in ________________________ shares per installment.

            (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


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                  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 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 the Company and within the
                  three month period after the date of termination of his
                  employment to


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<PAGE>

                  the extent it was exercisable on the day prior to the date of
                  termination. Notwithstanding the foregoing, in no event shall
                  this option be exercisable after the Termination Date.

            (f)   Notwithstanding the provisions of Section 10 (e) above, in the
                  event the Optionee is unable to continue his employment with
                  the Company 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 10(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 the Company and who shall have been
                        in Continuous Status (as defined in the Plan) as an
                        employee 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 have accrued had the


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<PAGE>

                        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, 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.

      11.   Continued Employment.

            Nothing herein shall be deemed to create any employment agreement or
            guaranty of continued employment or limit in any way the Company's
            right to terminate Optionee's employment at any time.

                                                   DAG Media, Inc.


                                                   By: ________________________
                                                   Name:  Assaf Ran
                                                   Title: President

            Accepted as of the date
            First set forth above:

            ---------------------------


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                          STOCK OPTION GRANT AGREEMENT

                                   ----------

                                 Stock Optionee

                                 DAG MEDIA, INC.

      DAG Media, Inc., a New York corporation (the "Company"), pursuant to its
1999 Stock Option Plan As Amended (the "Plan") has this day granted to you, the
optionee named above, an option to purchase _______ common shares, _____ par
value per share (the "Common Shares") of the Company pursuant to the terms set
forth herein and in the Plan. This option shall vest and shall be exercisable
immediately. This option may not be exercised to purchase the Common Shares
covered hereby after ________. This option is not intended to qualify and will
not be treated as an "incentive stock option" within the meaning of Section 422
of the Internal Revenue Code of 1986 as amended ("the Code").

      The provisions of your option are as follows:

      I.    (1) The per share exercise price of this option is ____ being not
less than the fair market value of the Common Stock on the date of grant of this
option.

            (2)   Payment of the exercise price per share is due in full by
                  certified check or bank cashier's check payable to the Company
                  upon exercise of all or any part of the option, which is being
                  exercised by you. However, if at the time of exercise, the
                  Common Shares are publicly traded, payment of the exercise
                  price may be made by delivery of already-owned Common Shares
                  of a value equal to the exercise price of the Common Shares
                  for which this option is being exercised. The already-owned
                  shares must have been owned by you for the period required to
                  avoid a charge to the Company's reported earnings (currently
                  six (6) months but subject to change) and owned free and clear
                  of all liens, claims, encumbrances or security interests.
                  Payment may also be made by a combination of cash and
                  already-owned Common Stock.

      II. The minimum number of shares with respect to which this option may be
exercised at any one time is fifty (50), except:

            (1)   if the number of shares vested is less than fifty (50), in
                  which case, the number such vested shares shall be the minimum
                  number of shares; and
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            (2)   with respect to the final exercise of this option, this
                  paragraph II shall not apply.

      III. Notwithstanding anything to the contrary contained herein, this
      option may not be exercised unless the shares issuable upon exercise of
      this option are then registered under the Securities Act of 1933, as
      amended (the "Act"), or, if such shares are not then so registered, the
      company has determined that such exercise and issuance would be exempt
      from the registration requirements of the Act.

      IV. The term of this option commences on the date hereof and, unless
      sooner terminated as set forth below or in the Plan, terminates on the
      expiration date set forth above. This option shall terminate prior to the
      expiration of this term as follows: ninety (90) days after the termination
      of your directorship with the Company or an Affiliate of the Company (as
      defined in the Plan) for any reason or for no reason unless:

            (1)   such termination of directorship is due to your permanent and
                  total disability (within the meaning of Section 422(C)(6) of
                  the Code), in which case the option shall terminate on the
                  earlier of the termination date set forth herein or twelve
                  (12) months after your death; or
            (2)   such termination of directorship is due to your death, in
                  which case the option shall terminate on the earlier of the
                  termination date set forth herein or twelve (12) months after
                  your death; or
            (3)   during any part of such ninety (90) day period, the option is
                  not exercisable solely because of the condition set forth in
                  paragraph IV above, in which event the option shall not
                  terminate until the earlier of the termination date set forth
                  herein or until it shall have been exercisable for an
                  aggregate period of three (3) months after the termination of
                  directorship; or
            (4)   exercise of the option within (90) days after termination of
                  your directorship with the Company or with an Affiliate would
                  result in liability under Section 16(b) of the Securities
                  Exchange Act of 1934, in which case the option will terminate
                  on the earlier of : (i) the tenth (10th) day after the last
                  date upon which exercise would result in such liability; or
                  (ii) six (6) months and ten (10) days after the termination of
                  your directorship with the Company or an Affiliate.

      However, in any and all circumstances and except as to the extent the
      vesting schedule has been accelerated by the Company in its sole
      discretion during the term of this option or as a result of your permanent
      and total disability or death as provided in paragraphs V(1) or V(2)
      above, respectively, this option may be exercisable on the date of
      termination of directorship only as to that number of shares as to which
      it was exercisable on the date of termination of directorship

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      under the provisions of paragraph I of this Option. For purposes of this
      option, "termination of your directorship" shall mean the last date you
      are either an employee of the Company or an Affiliate or engaged as a
      consultant or director to the Company or an Affiliate.

            V. To the extent specified above, this option may be exercised by
      delivering a Notice of Exercise of Stock Option form, together with the
      exercise price to the Secretary of the Company or to such other person as
      the Company may designate, during regular business hours, together with
      such additional documents as the Company may then require pursuant to the
      Plan.

            VI. This option is not transferable, except by will or the laws of
      descent and distribution, and is exercisable during your life only by you.

            VII. This option is not an employment or service contract and
      nothing in this option shall be deemed to create in any way whatsoever any
      obligation on your part to continue in the employ or service of the
      Company, or of the Company to continue your employment or service with the
      Company.

            VIII. Any notices provided for in this option or the Plan shall be
      given in writing and shall be deemed effectively given upon receipt or, in
      the case of notices delivered by the Company to you, five (5) days after
      deposit in the United States mail, postage prepaid, addressed to you at
      the address specified in the Option Notice or at such other address as you
      hereafter designate by written notice to the Company.

            IX. This option is subject to all the provisions of the Plan and its
      provisions are hereby made a part of this option, including, without
      limitation, the provisions of paragraph 6 of the Plan relating to option
      provisions, and is further subject to all interpretations, amendments,
      rules and regulations which may, from time to time, be promulgated and
      adopted pursuant to the Plan. In the event of any conflict between the
      provisions of this option (including the Option Notice) and those of the
      Plan, the provisions of the Plan shall control.

      Date: _____________________

      ACKNOWLEDGED AND AGREED:          DAG MEDIA, INC.


      ______________________________    By:_____________________________________
                                        Assaf Ran, President