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<SEC-DOCUMENT>0001005477-02-000393.txt : 20020414
<SEC-HEADER>0001005477-02-000393.hdr.sgml : 20020414
ACCESSION NUMBER:		0001005477-02-000393
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20020208
EFFECTIVENESS DATE:		20020208

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DAG MEDIA INC
		CENTRAL INDEX KEY:			0001080340
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS PUBLISHING [2741]
		IRS NUMBER:				113474831
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-82374
		FILM NUMBER:		02530995

	BUSINESS ADDRESS:	
		STREET 1:		125 QUEENS BLVD., SUITE 14
		CITY:			KEW GARDENS
		STATE:			NY
		ZIP:			11415

	MAIL ADDRESS:	
		STREET 1:		125 QUEENS BLVD., SUITE 14
		CITY:			KEW GARDENS
		STATE:			NY
		ZIP:			11415
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>d02-35835.txt
<DESCRIPTION>FORM S-8
<TEXT>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 6, 2002

                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                DAG MEDIA, INC.
             (Exact name of Registrant as specified in its charter)

          New York                                                  11-3474831
(State or Other Jurisdiction                                    (I.R.S. Employer
     of Incorporation or                                         Identification
        Organization)                                                Number)

              125-10 Queens Boulevard, Kew Gardens, New York 11415
                                 (718) 261-2799
               (Address, including zip code, and telephone number,
            including area code, of Registrant's executive offices)

                                   ----------

                                DAG MEDIA, INC.
                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                                   Assaf Ran
                                DAG MEDIA, INC.
              125-10 Queens Boulevard, Kew Gardens, New York 11415
                                 (718) 261-2799
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                  Please send copies of all correspondence to:

                            Stephen A. Zelnick, Esq.
                       Morse, Zelnick, Rose & Lander, LLP
                                450 Park Avenue
                         New York, New York 10022-2605
                          Telephone No. (212) 838-8040
                             Fax No. (212) 838-9190

                                   ----------
<PAGE>

<TABLE>
<CAPTION>
===============================================================================================================
                                                          Proposed              Proposed
                                                           Maximum               Maximum            Amount of
     Title of Securities              Amount to be     Offering Price           Aggregate          Registration
      to be Registered               Registered (1)       per Share           Offering Price            Fee
- ---------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                  <C>                  <C>
Common Stock (par value $.001
per share) issuable under the 1999      414,000            $6.50(2)             $797,462(3)          $73.36(3)
Stock Option Plan (the "Option
Plan")
- ---------------------------------------------------------------------------------------------------------------
Common Stock (par value $.001            20,000            $1.56                $ 31,200             $ 2.87
per share) issuable under an
individual option grant
===============================================================================================================
Total                                   434,000                                 $828,662(3)          $76.23(3)
===============================================================================================================
</TABLE>

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      Registration Statement also covers an indeterminate amount of additional
      shares as may be made available in and to adjust to a change in
      capitalization.
(2)   Represents the maximum exercise price for options granted under the Option
      Plan. This exercise price accounts for 21,440 options out of 272,440 that
      is the total number of options granted under the Option Plan to date.
(3)   Estimated in accordance with rule 457(c) and (h), the proposed maximum
      aggregate offering price and the amount of the registration fee are based
      upon: (a) the exercise prices for the 272,440 shares underlying options
      granted under the Option Plan which are all within a range of $1.05-$6.50,
      and (b) the average of the high and low sales prices reported on the
      Nasdaq SmallCap Market on February 6, 2002, which is $1.45, with respect
      to 141,560 shares underlying options for the balance of options available
      for grant under the Plan.
<PAGE>

                                DAG MEDIA, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The document(s) containing the plan information required by Item 1
of Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants under the Option Plan as specified by Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
<PAGE>

                                DAG MEDIA, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated in
this Prospectus by reference:

      (a)   Annual Report on Form 10-K for the fiscal year ended December 31,
            2000; and

      (b)   The Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 2001, June 30, 2001 and September 30, 2001; and

      (c)   The description of the Company's Common Stock, contained in the
            Company's Registration Statement on Form 8-A, as filed May 6, 1999,
            registering such shares pursuant to Section 12 of the Exchange Act,
            including any amendment or report updating such information.

      Each document filed subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

      The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Registration Statement is delivered,
upon the written or oral request of any such person, a copy of any document
incorporated by reference in this Registration Statement (other than exhibits
unless such exhibits are specifically incorporated by reference in such
documents). Requests should be directed to DAG MEDIA, INC. 125-10 Queens
Boulevard, Kew Gardens, New York 11415, Tel: (718) 261-2799 Attention: Yael
Shimor-Golan, Chief Financial Officer.

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.


                                       3
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the securities offered hereby will be passed upon for the
Company by Morse, Zelnick, Rose & Lander, LLP ("MZRL"), 450 Park Avenue, New
York, New York 10022. Stephen A. Zelnick, a partner at MZRL, is a director of
the Company and the owner of 10,000 shares of common stock and 14,000 options to
purchase shares of common stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 722 and 723 of the New York Business Corporation Law grant us the power
to indemnify our officers and directors as follows:

      (a) A corporation may indemnify any person made, or threatened to be made,
a party to an action or proceeding other than one by or in the right of the
corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

      (b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation or that he had reasonable
cause to believe that his conduct was unlawful.

      (c) A corporation may indemnify any person made, or threatened to be made,
a party to an action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense or settlement of such action, or
in connection with an appeal therein if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interest of
the corporation, except that no indemnification under this paragraph shall be
made


                                       4
<PAGE>

in respect of (1) a threatened action, or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court on which the action was brought, or, if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.

      (d) For the purpose of this section, a corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered fines; and
action taken or omitted by a person with respect to an employee benefit plan in
the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the corporation.

      Payment of indemnification other than by court award is as follows:

      (a) A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in section 722 shall be entitled to indemnification as authorized in such
section.

      (b) Except as provided in paragraph (a), any indemnification under section
722 or otherwise permitted by section 721, unless ordered by a court under
section 724 (Indemnification of directors and officers by a court), shall be
made by the corporation, only if authorized in the specific case:

            (1) By the board acting by a quorum consisting of directors who are
      not parties to such action or proceeding upon a finding that the director
      or officer has met the standard of conduct set forth in section 722 or
      established pursuant to section 721, as the case may be, or,

            (2) If a quorum under subparagraph (1) is not obtainable or, even if
      obtainable, a quorum of disinterested directors so directs:

                  (A) By the board upon the opinion in writing of independent
            legal counsel that indemnification is proper in the circumstances
            because the applicable standard of conduct set forth in such
            sections has been met by such director or officer, or

                  (B) By the shareholders upon a finding that the director or
            officer has met the applicable standard of conduct set forth in such
            sections.

                  (C) Expenses incurred in defending a civil or criminal action
            or proceeding may be paid by the corporation in advance of the final
            disposition of such action or proceeding upon receipt of an
            undertaking by or on behalf of such director or officer


                                       5
<PAGE>

            to repay such amounts as, and to the extent, required by paragraph
            (a) of section 725.

      Our Certificate of Incorporation provides as follows:

      "TENTH: (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigation
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Business Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights that
said law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall incur to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that if the Business
Corporation Law requires, the payment of such expenses incurred by a director or
officer (in his or her capacity as a director or officer and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

      "(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered


                                       6
<PAGE>

to the Corporation) that the claimant has not met the standards of conduct which
make it permissible under the Business Corporation Law for the corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Business Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

      "(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

      "(d) Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Company would
have the power to indemnify such person against such expense, liability or loss
under the Business Corporation Law.

      "ELEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its shareholders for damages for any breach of duty in such
capacity, except for the liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law or that
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled or that his acts violated Section 719 of the New York
Business Corporation Law."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable


                                       7
<PAGE>

ITEM 8. INDEX TO EXHIBITS

Exhibit No.       Description
- -----------       -----------

4.1               Specimen Stock Certificate (1)

4.2               1999 Option Plan As Amended of the Registrant*

4.3               Forms of Option Agreement issued under the Option Plan:

                        Incentive Stock Option Agreement*

                        Non-Qualified Stock Option Agreement*

4.4               Individual Option Agreement with Zvi Kirshner*

5.1               Opinion of Morse, Zelnick, Rose & Lander, LLP as to the
                  validity of the securities covered by the Registration
                  Statement*

23.1              Consent of Arthur Andersen LLP*

23.2              Consent of Morse, Zelnick, Rose & Lander, LLP (included in
                  Exhibit 5.1)

24                Power of Attorney (included in signature page)

- ----------
*Filed herewith

(1)   Incorporated by reference to the Company's Registration Statement on Form
      SB-2 No. 333-74203.

ITEM 9. UNDERTAKINGS

      The undersigned hereby undertakes:

      (a)   To file, during any period in which it offers or sales are being
            made, a post-effective amendment to this Registration Statement to
            include any material information with respect to the plan of
            distribution not previously disclosed in this Registration Statement
            or any material change to such information in this Registration
            Statement.

      (b)   That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed
            to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (c)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

      (d)   That, for the purpose of determining any liability under the
            Securities Act, each filing of the Company's annual report pursuant
            to Section 13(a) or Section 15(d) of the Exchange Act that is
            incorporated by reference in this Registration Statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
      Act may be permitted to directors, officers and controlling persons of the
      Company pursuant to the provisions described in Item 6 of this
      Registration Statement, or otherwise, the Company has been advised that in
      the opinion of the Commission such indemnification is against public
      policy as expressed in the Securities Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the Company of expenses incurred or
      paid by a


                                       8
<PAGE>

      director, officer or controlling person of the Company in the successful
      defense of any action, suit or proceeding) is asserted by such director,
      officer or controlling person in connection with the securities being
      registered, the Company will, unless in the opinion of its counsel the
      matter has been settled by controlling precedent, submit to a court of
      appropriate jurisdiction the question whether such indemnification by it
      is against public policy as expressed in the Securities Act and will be
      governed by the final adjudication of such issue.


                                       9
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York on this 6th day of
February, 2002.

                                        DAG MEDIA, INC.


                                        By: /s/ Assaf Ran
                                            ------------------------------------
                                            Assaf Ran
                                            Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Assaf Ran and Stephen A. Zelnick, or either one
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all pre- or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on February 6, 2002.

Signatures                              Title


/s/ Assaf Ran                           Chief Executive Officer, President and
- ---------------------------------       Director
Assaf Ran


/s/ Yael Golan-Shimor                   Chief Financial Officer
- ---------------------------------
Yael Shimor-Golan


/s/ Eran Goldshmid                      Director
- ---------------------------------
Eran Goldshmid


/s/ Phillip Michals                     Director
- ---------------------------------
Phillip Michals


/s/ Stephen A. Zelnick                  Director
- ---------------------------------
Stephen A. Zelnick


/s/ Michael Jackson                     Director
- ---------------------------------
Michael Jackson


                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>ex4-2.txt
<DESCRIPTION>1999 STOCK OPTION PLAN
<TEXT>

                                 DAG Media, INC.
                        1999 STOCK OPTION PLAN AS AMENDED

      1. Purpose; Types of Awards; Construction.

      The purpose of the DAG Media, Inc. 1999 Stock Option Plan (the "Plan") is
to align the interests of officers, other key employees, consultants and
non-employee directors of DAG Media, Inc. (the "Company") and its subsidiaries
with those of the shareholders of the Company, to afford an incentive to such
officers, employees, consultants and directors to continue as such, to increase
their efforts on behalf of the Company and to promote the success of the
Company's business. To further such purposes, the Committee may grant options to
purchase Common Shares. The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934 and of
Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall be
interpreted in a manner consistent with the requirements thereof, as now or
hereafter construed, interpreted and applied by regulations, rulings and cases.

      2. Definitions.

      As used in this Plan, the following words and phrases shall have the
meanings indicated below:

                  (a) "Agreement" shall mean a written agreement entered into
between the Company and an Optionee in connection with an award under the Plan.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Cause" when used in connection with the termination of an
Optionee's employment by the Company or the cessation of an Optionee's service
as a consultant or a member of the Board, shall mean (i) the conviction of the
Optionee for the commission of a felony, (ii) the willful and continued failure
by the Optionee substantially to perform his duties and obligations to the
Company or a Subsidiary (other than any such failure resulting from his
incapacity due to physical or mental illness), or (iii) the willful engaging by
the Optionee in misconduct that is demonstrably injurious to the Company or a
Subsidiary. For purposes of this Section 2(c), no act, or failure to act, on an
Optionee's part shall be considered "willful" unless done, or omitted to be
done, by the Optionee in bad faith and without reasonable belief that his action
or omission was in the best interest of the Company. The Committee shall
determine whether a termination of employment is for Cause for purposes of the
Plan.

                  (d) "Change in Control" shall mean the occurrence of the event
set forth in any of the following paragraphs:

<PAGE>

                              (i) any Person (as defined below) is or becomes
      the beneficial owner (as defined in Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended), directly or indirectly, of securities
      of the Company (not including in the securities beneficially owned by such
      Person any securities acquired directly from the Company or its
      subsidiaries) representing 50% or more of the combined voting power of the
      Company's then outstanding securities; or

                              (ii) the following individuals cease for any
      reason to constitute a majority of the number of directors then serving:
      individuals who, on the date hereof, constitute the Board and any new
      director (other than a director whose initial assumption of office is in
      connection with an actual or threatened election contest, including but
      not limited to a consent solicitation, relating to the election of
      directors of the Company) whose appointment or election by the Board or
      nomination for election by the Company's shareholders was approved or
      recommended by a vote of at least two-thirds (2/3) of the directors then
      still in office who either were directors on the date hereof or whose
      appointment, election or nomination for election was previously so
      approved or recommended; or

                              (iii) there is consummated a merger or
      consolidation of the Company or a direct or indirect subsidiary thereof
      with any other corporation, other than (A) a merger or consolidation which
      would result in the voting securities of the Company outstanding
      immediately prior to such merger or consolidation continuing to represent
      (either by remaining outstanding or by being converted into voting
      securities of the surviving entity or any parent thereof), in combination
      with the ownership of any trustee or other fiduciary holding securities
      under an employee benefit plan of the Company, at least 50% of the
      combined voting power of the securities of the Company or such surviving
      entity or any parent thereof outstanding immediately after such merger or
      consolidation, or (B) a merger or consolidation effected to implement a
      recapitalization of the Company (or similar transaction) in which no
      Person is or becomes the beneficial owner, directly or indirectly, of
      securities of the Company (not including in the securities beneficially
      owned by such Person any securities acquired directly from the Company or
      its subsidiaries) representing 50% or more of the combined voting power of
      the Company's then outstanding securities; or

                              (iv) the shareholders of the Company approve a
      plan of complete liquidation or dissolution of the Company or there is
      consummated an agreement for the sale or disposition by the Company of all
      or substantially all of the Company's assets, other than a sale or
      disposition by the Company of all or substantially all of the Company's
      assets to an entity, at least 50% of the combined voting power of the
      voting securities of which are owned by Persons in substantially the same
      proportions as their ownership of the Company immediately prior to such
      sale.

            For purposes of this Section 2(d), "Person" shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or


                                       2
<PAGE>

other fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company.

                  (e) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                  (f) "Committee" shall mean a committee established by the
Board to administer the Plan.

                  (g) "Common Shares" shall mean the common shares, par value
$0.001 per share, of the Company.

                  (h) "Company" shall mean DAG Media, Inc., a corporation
organized under the laws of the State of Delaware, or any successor corporation.

                  (i) "Disability" shall mean an Optionee's inability to perform
his duties with the Company or on the Board by reason of any medically
determinable physical or mental impairment, as determined by a physician
selected by the Optionee and acceptable to the Company.

                  (j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.

                  (k) "Fair Market Value" per share as of a particular date
shall mean (i) if the Common Shares are then listed on a national securities
exchange, the closing sales price per Common Shares on the national securities
exchange on which the Common Shares are principally traded for the last
preceding date on which there was a sale of such Common Shares on such exchange,
or (ii) if the Common Shares are then traded in an over-the-counter market, the
closing bid price for the Common Shares in such over-the-counter market for the
last preceding date on which there was a sale of such Common Shares in such
market, or (iii) if the Common Shares are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the
Committee, in its sole discretion, shall determine.

                  (l) "Incentive Stock Option" shall mean any option intended to
be and designated as an incentive stock option within the meaning of Section 422
of the Code.

                  (m) "Non-employee Director" shall mean a member of the Board
who is not an employee of the Company.

                  (n) "Nonqualified Option" shall mean an Option that is not an
Incentive Stock Option.


                                       3
<PAGE>

                  (o) "Option" shall mean the right, granted hereunder, to
purchase Common Shares. Options granted by the Committee pursuant to the Plan
may constitute either Incentive Stock Options or Nonqualified Stock Options.

                  (p) "Optionee" shall mean a person who receives a grant of an
Option.

                  (q) "Option Price" shall mean the exercise price of the Common
Shares covered by an Option.

                  (r) "Parent" shall mean any company (other than the Company)
in an unbroken chain of companies ending with the Company if, at the time of
granting an Option, each of the companies other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other companies in such chain.

                  (s) "Plan" shall mean this DAG Media, Inc. 1999 Stock Option
Plan.

                  (t) "Retirement" shall mean the retirement of an Optionee in
accordance with the terms of any tax-qualified retirement plan maintained by the
Company or a Subsidiary in which the Optionee participates. If the Optionee is
not a participant in such a plan, such term shall mean the termination of the
Optionee's employment or cessation of the Optionee's service as a member of the
Board, other than by reason of death, Disability or Cause on or after attainment
of the age of 65.

                  (u) "Rule 16b-3" shall mean Rule 16b-3, as from time to time
in effect, promulgated by the Securities and Exchange Commission under Section
16 of the Exchange Act, including any successor to such Rule.

                  (v) "Subsidiary" shall mean any company (other than the
Company) in an unbroken chain of companies beginning with the Company if, at the
time of granting an Option, each of the companies other than the last company in
the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
companies in such chain.

                  (w) "Ten Percent Stockholder" shall mean an Optionee who, at
the time an Incentive Stock Option is granted, owns (or is deemed to own
pursuant to the attribution rules of Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Parent or Subsidiary.

      3. Administration.

      The Plan shall be administered by the Committee, the members of which
shall, except as may otherwise be determined by the Board, be "non-employee
directors" under Rule 16b-3 and "outside directors" under Section 162(m) of the
Code.


                                       4
<PAGE>

      The Committee shall have the authority in its discretion, subject to and
not inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options; to determine
which Options shall constitute Incentive Stock Options and which Options shall
constitute Nonqualified Stock Options; to determine the purchase price of the
Common Shares covered by each Option; to determine the persons to whom, and the
time or times at which awards shall be granted; to determine the number of
shares to be covered by each award; to interpret the Plan; to prescribe, amend
and rescind rules and regulations relating to the Plan; to determine the terms
and provisions of the Agreements (which need not be identical) and to cancel or
suspend awards, as necessary; and to make all other determinations deemed
necessary or advisable for the administration of the Plan.

      The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, including delegating
to one or more of the Company's management employees the authority to grant
Options to employees who are not "insiders" for purposes of Section 16 of the
Exchange Act and who are not "covered employees" for purposes of Section 162(m)
of the Code, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. The Board
shall have sole authority, unless expressly delegated to the Committee, to grant
Options to Non-employee Directors. All decisions, determination and
interpretations of the Committee shall be final and binding on all Optionees of
any awards under this Plan.

      The Board shall have the authority to fill all vacancies, however caused,
in the Committee. The Board may from time to time appoint additional members to
the Committee, and may at any time remove one or more Committee members. One
member of the Committee shall be selected by the Board as chairman. The
Committee shall hold its meetings at such times and places as it shall deem
advisable. All determinations of the Committee shall be made by a majority of
its members either present in person or participating by conference telephone at
a meeting or by written consent. The Committee may appoint a secretary and make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings.

      No member of the Board or Committee shall be liable for any action taken
or determination made in good faith with respect to the Plan or any award
granted hereunder.

      4. Eligibility.

      Awards may be granted to officers and other key employees of and
consultants to the Company, and its Subsidiaries, including officers and
directors who are employees, and to Non-employee Directors. In determining the
persons to whom awards shall be granted and the number of shares to be covered
by each award, the Committee shall take into account the duties


                                       5
<PAGE>

of the respective persons, their present and potential contributions to the
success of the Company and such other factors as the Committee shall deem
relevant in connection with accomplishing the purpose of the Plan.

      5. Stock.

      The maximum number of Common Shares reserved for the grant of awards under
the Plan shall be 414,000, subject to adjustment as provided in Section 9
hereof. Such shares may, in whole or in part, be authorized but unissued shares
or shares that shall have been or may be required by the Company.

      If any outstanding award under the Plan should for any reason expire, be
canceled or be forfeited without having been exercised in full, the Common
Shares allocable to the unexercised, canceled or terminated portion of such
award shall (unless the Plan shall have been terminated) become available for
subsequent grants of awards under the Plan.

      6. Terms and Conditions of Options.

      Each Option granted pursuant to the Plan shall be evidenced by an
Agreement, in such form and containing such terms and conditions as the
Committee shall from time to time approve, which Agreement shall comply with and
be subject to the following terms and conditions, unless otherwise specifically
provided in such Option Agreement:

            (a) Number of Shares. Each Option Agreement shall state the number
of Common Shares to which the Option relates.

            (b) Type of Option. Each Option Agreement shall specifically state
that the Option constitutes an Incentive Stock Option or a Nonqualified Stock
Option.

            (c) Option Price. Each Option Agreement shall state the Option
Price, which shall not be less than one hundred percent (100%) of the Fair
Market Value of the Common Shares covered by the Option on the date of grant
unless, with respect to Nonqualified Stock Options, otherwise determined by the
Committee. The Option Price shall be subject to adjustment as provided in
Section 9 hereof. The date as of which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such Option is
granted, unless such resolution specifies a different date.

            (d) Medium and Time of Payment. The Option Price shall be paid in
full, at the time of exercise, in cash or in Common Shares then owned by the
Optionee having a Fair Market Value equal to such Option Price or in a
combination of cash and Common Shares or, unless the Committee shall determine
otherwise, by a cashless exercise procedure through a broker-dealer.

            (e) Exercise Schedule and Period of Options. Each Option Agreement
shall provide the exercise schedule for the Option as determined by the
Committee; provided,


                                       6
<PAGE>

however, that, the Committee shall have the authority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. The exercise
period shall be ten (10) years from the date of the grant of the Option unless
otherwise determined by the Committee; provided, however, that, in the case of
an Incentive Stock Option, such exercise period shall not exceed ten (10) years
from the date of grant of such Option. The exercise period shall be subject to
earlier termination as provided in Sections 6(f) and 6(g) hereof. An Option may
be exercised, as to any or all full Common Shares as to which the Option has
become exercisable, by written notice delivered in person or by mail to the
Secretary of the Company, specifying the number of shares of Common Shares with
respect to which the Option is being exercised. Notwithstanding any other
provision of this Plan, no Option granted hereunder may be exercised prior to
the consummation of an underwritten public offering of the Company's securities
where the gross proceeds from such offering are in excess of $5 million.

            (f) Termination. Except as provided in this Section 6(f) and in
Section 6(g) hereof, an Option may not be exercised unless (i) with respect to
an Optionee who is an employee of the Company, the Optionee is then in the
employ of the Company or a Subsidiary (or a company or a Parent or Subsidiary
company of such company issuing or assuming the Option in a transaction to which
Section 424(a) of the Code applies), and unless the Optionee has remained
continuously so employed since the date of grant of the Option and (ii) with
respect to an Optionee who is a Non-employee Director, the Optionee is then
serving as a member of the Board or as a member of a board of directors of a
company or a Parent or Subsidiary company of such company issuing or assuming
the Option. In the event that the employment of an Optionee shall terminate or
the service of an Optionee as a member of the Board shall cease (other than by
reason of death, Disability, Retirement or Cause), all Options of such Optionee
that are exercisable at the time of such termination may, unless earlier
terminated in accordance with their terms, be exercised within ninety (90) days
after the date of such termination or service (or such different period as the
Committee shall prescribe).

            (g) Death, Disability or Retirement of Optionee. If an Optionee
shall die while employed by the Company or a Subsidiary or serving as a member
of the Board, or within ninety (90) days after the date of termination of such
Optionee's employment or cessation of such Optionee's service (or within such
different period as the Committee may have provided pursuant to Section 6(f)
hereof), or if the Optionee's employment shall terminate or service shall cease
by reason of Disability or Retirement, all Options theretofore granted to such
Optionee (to the extent otherwise exercisable) may, unless earlier terminated in
accordance with their terms, be exercised by the Optionee or by his beneficiary,
at any time within one year after the death, Disability or Retirement of the
Optionee (or such different period as the Committee shall prescribe). In the
event that an Option granted hereunder shall be exercised by the legal
representatives of a deceased or former Optionee, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary or
equivalent proof of the right of such legal representative to exercise such
Option. Unless otherwise determined by the Committee, Options not otherwise
exercisable on the date of termination of employment shall be forfeited as of
such date.


                                       7
<PAGE>

            (h) Other Provisions. The Option Agreements evidencing awards under
the Plan shall contain such other terms and conditions not inconsistent with the
Plan as the Committee may determine, including penalties for the commission of
competitive acts and a provision providing that no option may be exercised prior
to the consummation of an underwritten initial public offering of the Company's
securities pursuant to a registration statement filed pursuant to the Securities
Act of 1933, as amended.

      7. Non Discretionary Grants.

      Each director of the Company, other than a director who is an officer,
employee or beneficial owner of 10% or more of the Company's Common Shares (or
an officer, director, employee or affiliate thereof), upon first taking office
shall be granted options for 7,000 Common Shares.

      8. Nonqualified Stock Options.

      Options granted pursuant to Section 7 hereof are intended to constitute
Nonqualified Stock Options and shall be subject only to the general terms and
conditions specified in Section 6 hereof.

      9. Incentive Stock Options.

      Options granted pursuant to this Section 9 are intended to constitute
Incentive Stock Options and shall be subject to the following special terms and
conditions, in addition to the general terms and conditions specified in Section
6 hereof. An Incentive Stock Option may not be granted to a Non-employee
Director or a consultant to the Company.

            (a) Value of Shares. The aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the Common Shares with
respect to which Incentive Stock Options granted under this Plan and all other
option plans of any subsidiary become exercisable for the first time by each
Optionee during any calendar year shall not exceed $100,000.

            (b) Ten Percent Stockholder. In the case of an Incentive Stock
Option granted to a Ten Percent Stockholder, (i) the Option Price shall not be
less than one hundred ten percent (110%) of the Fair Market Value of the Common
Shares on the date of grant of such Incentive Stock Option, and (ii) the
exercise period shall not exceed five (5) years from the date of grant of such
Incentive Stock Option.

      10. Effect of Certain Changes.

            (a) In the event of any extraordinary dividend, stock dividend,
recapitalization, merger, consolidation, stock split, warrant or rights
issuance, or combination or exchange of such shares, or other similar
transactions, each of the number of Common Shares available for awards, the
number of such shares covered by outstanding awards, and the price per


                                       8
<PAGE>

share of Options, as appropriate, shall be equitably adjusted by the Committee
to reflect such event and preserve the value of such awards; provided, however,
that any fractional shares resulting from such adjustment shall be eliminated.

            (b) Upon the occurrence of a Change in Control, each Option granted
under the Plan and then outstanding but not yet exercisable shall thereupon
become fully exercisable.

      11. Surrender and Exchange of Awards.

      The Committee may permit the voluntary surrender of all or a portion of
any Option granted under the Plan or any option granted under any other plan,
program or arrangement of the Company or any Subsidiary ("Surrendered Option"),
to be conditioned upon the granting to the Optionee of a new Option for the same
number of Common Shares as the Surrendered Option, or may require such voluntary
surrender as a condition precedent to a grant of a new Option to such Optionee.
Subject to the provisions of the Plan, such new Option may be an Incentive Stock
Option or a Nonqualified Stock Option, and shall be exercisable at the price,
during such period and on such other terms and conditions as are specified by
the Committee at the time the new Option is granted.

      12. Period During Which Awards May Be Granted.

      Awards may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board, or the
date the Plan is approved by the shareholders of the Company, whichever is
earlier, unless the Board shall terminate the Plan at an earlier date.

      13. Nontransferability of Awards.

      Except as otherwise determined by the Committee, awards granted under the
Plan shall not be transferable otherwise than by will or by the laws of descent
and distribution, and awards may be exercised or otherwise realized, during the
lifetime of the Optionee, only by the Optionee or by his guardian or legal
representative.

      14. Approval of Shareholders.

      The Plan shall take effect upon its adoption by the Board and shall
terminate on the tenth anniversary of such date, but the Plan (and any grants of
awards made prior to the shareholder approval mentioned herein) shall be subject
to the approval of Company's shareholders, which approval must occur within
twelve months of the date the Plan is adopted by the Board.

      15. Agreement by Optionee Regarding Withholding Taxes.

      If the Committee shall so require, as a condition of exercise of a
Nonqualified Stock Option (a "Tax Event"), each Optionee who is not a
Non-employee Director shall agree that no later than the date of the Tax Event,
such Optionee will pay to the Company or make arrange-


                                       9
<PAGE>

ments satisfactory to the Committee regarding payment of any federal, state or
local taxes of any kind required by law to be withheld upon the Tax Event.
Alternatively, the Committee may provide that such an Optionee may elect, to the
extent permitted or required by law, to have the Company deduct federal, state
and local taxes of any kind required by law to be withheld upon the Tax Event
from any payment of any kind due the Optionee. The withholding obligation may be
satisfied by the withholding or delivery of Common Shares. Any decision made by
the Committee under this Section 15 shall be made in its sole discretion.

      16. Amendment and Termination of the Plan.

      The Board at any time and from time to time may suspend, terminate, modify
or amend the Plan; provided, however, that, unless otherwise determined by the
Board, an amendment that requires stockholder approval in order for the Plan to
continue to comply with Rule 16b-3, Section 162(m) of the Code or any other law,
regulation or stock exchange requirement shall not be effective unless approved
by the requisite vote of shareholders. Except as provided in Section 10 (a)
hereof, no suspension, termination, modification or amendment of the Plan may
adversely affect any award previously granted, unless the written consent of the
Optionee is obtained.

      17. Rights as a Shareholder.

      An Optionee or a transferee of an award shall have no rights as a
shareholder with respect to any shares covered by the award until the date of
the issuance of a stock certificate to him for such shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distribution of other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 10(a) hereof.

      18. No Rights to Employment or Service as a Director.

      Nothing in the Plan or in any award granted or Agreement entered into
pursuant hereto shall confer upon any Optionee the right to continue in the
employ of the Company or any Subsidiary or as a member of the Board or to be
entitled to any remuneration or benefits not set forth in the Plan or such
Agreement or to interfere with or limit in any way the right of the Company or
any such Subsidiary to terminate such Optionee's employment or service. Awards
granted under the Plan shall not be affected by any change in duties or position
of an employee Optionee as long as such Optionee continues to be employed by the
Company or any Subsidiary.

      19. Beneficiary.

      An Optionee may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Optionee, the executor or administrator of the Optionee's estate
shall be deemed to be the Optionee's beneficiary.

      20. Governing Law.


                                       10
<PAGE>

      The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of New York.


                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>ex4-3.txt
<DESCRIPTION>INCENTIVE STOCK OPTION AGREEMENT
<TEXT>

                                 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.

<PAGE>

            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


                                       2
<PAGE>

                  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


                                       3
<PAGE>

                  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.


                                       4
<PAGE>

      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


                                       5
<PAGE>

                  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


                                       6
<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


                                       7
<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:

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


                                        8
<PAGE>

- ----------

                          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
<PAGE>

            (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

<PAGE>

      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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>ex4-4.txt
<DESCRIPTION>INDIVIDUAL OPTION AGREEMENT WITH ZVI KIRSHNER
<TEXT>

                                 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

<PAGE>

            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


                                       2
<PAGE>

                  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,


                                       3
<PAGE>

                  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.


                                       4
<PAGE>

            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


                                       5
<PAGE>

                  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


                                       6
<PAGE>

                  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


                                       7
<PAGE>

                        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:


                                       8
<PAGE>
              /s/ Zvi Kirschner
            ---------------------------
              Zvi Kirschner
              Agency: MRD Telecom Inc.


                                       9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>ex5-1.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>

                                  EXHIBIT 5.1

                  [LETTERHEAD OF MORSE, ZELNICK, ROSE & LANDER]

                                January 31, 2002

DAG Media, Inc.

125-10 Queens Boulevard
Kew Gardens, New York 11415

                     Re: Registration Statement on Form S-8

Dear Sirs:

      We have acted as counsel to DAG Media, Inc., a New York corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Act"), to register the offering by the Company of shares of Common Stock
par value $.001 per share (the "Shares") issuable under the Company's 1999
Option Plan (the "Option Plan").

      In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, resolutions adopted by the Company's Board of Directors,
the Option Plan, the forms of option agreement issued under the plan and such
other records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion.

      Based upon the foregoing, we are of the opinion that the Shares issuable
under the Option Plan and upon exercise of options granted and to be granted
pursuant to the Option Plan have been duly and validly authorized for issuance
and when issued and delivered as contemplated by the Option Plan will be legally
issued, fully paid and non-assessable.

      We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this opinion, we do not hereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the SEC thereunder.

      Stephen A. Zelnick, a partner at MZRL, is a director of the Company and
the owner of 10,000 shares of common stock and options to purchase 14,000
shares of common stock of the Company.

                                        Very truly yours,


                                        /s/ Morse, Zelnick, Rose & Lander, LLP
                                        ----------------------------------------
                                        Morse, Zelnick, Rose & Lander, LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>ex23-1.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>
                                  EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 registering 434,000 shares
of common stock of our report dated February 9, 2001, included in DAG Media,
Inc. Annual Report on Form 10-K for the year ended December 31, 2000.


                                                /s/ ARTHUR ANDERSEN LLP
                                                -----------------------
                                                    ARTHUR ANDERSEN LLP
New York, New York
February 4, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
