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                                                                    Exhibit 10.1
                            JAG MEDIA HOLDINGS, INC.
                        6865 S.W. 18TH STREET, SUITE B13
                              BOCA RATON, FL 33433



April 2, 2004


Gary Valinoti
4 Page Drive
Red Bank, NJ 07701

Re: Understanding Regarding Your Separation from the Company

Dear Gary:

This letter ("Letter Agreement") is intended to confirm our mutual understanding
regarding the termination of your employment relationship with JAG Media
Holdings, Inc. and its affiliates (collectively, the "Company"), as follows:


1.       Termination Date. You have resigned from your positions as President
         and Chief Executive of the Company effective April 2, 2004 (the
         "Termination Date"). You agree that thereafter, you will not represent
         yourself to be associated in any capacity with the Company.

2.       Payments and Benefits. In connection with your resignation, you will be
         entitled to receive only the following payments and benefits (in each
         case subject to applicable tax withholding):

         (a)      Accrued Salary/Accrued Vacation/Benefits. You will receive a
                  final paycheck that will include your salary and all accrued
                  and unused vacation days through the Termination Date.

         (b)      Stock Options. Any stock options that have been granted to you
                  under the Company' s stock option plans that are not vested as
                  of the Termination Date will be forfeited and canceled. Vested
                  options will be exercisable in accordance with and subject to
                  the terms of the respective stock option plans.

         (c)      Executive Equipment. You are entitled to obtain ownership to
                  the Executive Equipment as provided in paragraph 8 of the
                  Amended and Restated Executive Employment Agreement between
                  you and Jagnotes.com Inc., dated August 31, 2001 (the
                  "Employment Agreement").


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         (d)      Termination Payment. Subject to paragraph 2(f) below, you will
                  receive a lump sum termination payment equal to $150,000, as
                  soon as practicable following the revocation period set forth
                  in paragraph 13 below.

         (e)      Benefits. Subject to paragraph 2(f) below, you will be
                  entitled to continued medical and life insurance coverage for
                  a period of 12 months following the Termination Date.

         (f)      Conditions. Your right to receive the payments and benefits
                  set forth in paragraphs 2(d) and 2(e) are conditional upon:
                  (i) your acceptance of the terms of this Letter Agreement
                  within the twenty-one (21) day period set forth in paragraph
                  13 of this Letter Agreement and your nonrevocation of such
                  within the revocation period set forth in paragraph 13 of this
                  Letter Agreement, (ii) your continued compliance with the
                  provisions of paragraphs 14 and 15 of your Employment
                  Agreement and paragraph 5 of this Letter Agreement.

3.       Cessation of all other Compensation and Benefits. From and after the
         Termination Date, you will not receive compensation, payments or
         benefits of any kind from the Company other than those set forth in
         paragraph 2 above, and you expressly acknowledge and agree that, except
         with respect to the payments and benefits specifically set forth in
         this Letter Agreement, you are not entitled to any compensation,
         payment or benefit whatsoever, including, without limitation, any right
         to payments or benefits under your Employment Agreement (including any
         payments or benefits that may become payable as a result of a "change
         in control" (as defined in the Employment Agreement)). Specific
         information will be provided to you about your rights to elect
         continuation coverage under the Consolidated Omnibus Budget
         Reconciliation Act of 1985 ("COBRA") and/or any applicable state
         statutes for the Company's group health insurance plan. As noted in
         paragraph 2(e) above, the Company will pay for your COBRA premiums for
         the 12 month period following the Termination Date, provided that you
         sign, without revocation this Letter Agreement within the applicable
         time periods as described herein.

4.       Release.

         (a)      In exchange for the payments, benefits and other consideration
                  provided for in paragraphs 2(d) and 2(e) in this Letter
                  Agreement, you irrevocably and unconditionally release,
                  remise, and forever discharge the Company and the Releasees
                  from any and all agreements, promises, liabilities, claims and
                  demands of any kind, in law or equity, whether known or
                  unknown, suspected or unsuspected, which you, your heirs,
                  executors, administrators, successors or assigns ever had, or
                  now have against the Company or any Releasee, including
                  without limitation any and all contract claims, benefit
                  claims, tort claims, fraud claims, claims for payments,
                  bonuses, severance, defamation, disparagement, or any other
                  personal injury claims, claims relating to retirement, pension
                  or unemployment, arising out of or relating to your status as
                  a stockholder of the Company, your employment, compensation
                  and benefits with the Company or the Releasees, and/or the
                  termination thereof, and any and all claims of unfair or
                  unjust dismissal or discrimination on any basis including but
                  not limited to on the


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                  basis of age, race, gender, disability, ethnic or national
                  origin, sexual orientation, and claims for costs, expenses and
                  attorneys' fees with respect thereto (other than those
                  relating to your enforcement of the Letter Agreement)
                  existing, in each case arising or occurring at any time up to
                  and including the date of your execution of this Letter
                  Agreement. This release specifically includes, without
                  limitation, any and all claims under the Age Discrimination in
                  Employment Act, 29 U.S.C.ss.621 et seq., Title VII of the
                  Civil Rights Act of 1964, 42 U.S.C.ss.2000(e), the Americans
                  with Disabilities Act, 42 U.S.C. 1201, et seq., the Employee
                  Retirement Income Security Act of 1974, any and all other
                  federal, state and/or local statutes, ordinances, regulations
                  or common laws, and any and all claims for benefits under any
                  compensation, bonus or benefit plan, program or policy of the
                  Company or the Releasees. This release will not apply to any
                  claim you may have for indemnification under the Company's
                  Articles of Incorporation, the By-Laws of the Company or any
                  of its affiliates, any agreement which you may be party to
                  with the Company or any of its affiliates, or under applicable
                  law, including, without limitation, any claim for
                  indemnification which you may have arising out of your service
                  as an officer, director or employee of the Company or any of
                  its affiliates. For purposes of this Letter Agreement, the
                  term "the Releasees" includes any of the Company's past,
                  present and future direct and indirect parents, subsidiaries,
                  affiliates, divisions, predecessors, successors, and assigns,
                  and their past, present and future officers, directors,
                  shareholders, representatives, employees, agents and attorneys
                  in their official and individual capacities, and all other
                  related individuals and entities, jointly and individually,
                  and this Letter Agreement shall inure to the benefit of, and
                  shall be binding and enforceable by, all such entities and
                  individuals.

         (b)      The Company, on its own behalf and on behalf of its
                  predecessors, past and current subsidiaries, irrevocably and
                  unconditionally releases, remises, and forever discharges you
                  from any and all agreements, promises, liabilities, claims and
                  demands of any kind, in law or equity, whether known or
                  unknown, suspected or unsuspected, which the Company ever had,
                  or now has against you, including without limitation any and
                  all contract claims, tort claims, claims for payments,
                  bonuses, severance, defamation, disparagement, or any other
                  personal injury claims, claims relating to retirement, pension
                  or unemployment, arising out of or relating to your status as
                  an employee of the Company and/or its subsidiaries and
                  affiliates, your employment, compensation and benefits with
                  the Company and/or its subsidiaries and affiliates, and/or the
                  termination thereof, and claims for costs, expenses and
                  attorneys' fees with respect thereto, in each case arising or
                  occurring at any time up to and including the date of the
                  Company's execution of this Letter Agreement; provided,
                  however, that nothing in this Letter Agreement shall release
                  you from claims (i) for breach of this Letter Agreement, or
                  (ii) attributable to your gross negligence and/or willful
                  misconduct during the course of your employment with the
                  Company or its affiliates.

5.       Future Cooperation. You agree that upon the Company's reasonable
         request following your termination of employment, you will use
         reasonable efforts to assist and cooperate with the Company in
         connection with the defense or prosecution of any claim that may be
         made against or by the Company or its affiliates, or in connection with
         any ongoing or future investigation or dispute or claim of any kind
         involving the Company or its affiliates, including any proceeding
         before any arbitral, administrative, regulatory, self-regulatory,
         judicial, legislative, or other body or agency. You will be entitled
         only to reimbursement for reasonable out-of-pocket expenses (including
         travel expenses) incurred in connection with providing such assistance.


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6.       Employment Agreement. You acknowledge that your Employment Agreement
         shall be of no further force and effect; provided, however, that
         paragraphs 14 (Company Policies) (but only to the extent that such
         Company Policies specifically apply during the period following your
         termination of employment) and 15 (Confidentiality) shall remain in
         effect in accordance with their terms.

7.       Entire Agreement; Amendments; Waiver. Except as expressly provided in
         paragraph 6 above, you acknowledge that this Letter Agreement
         supersedes all previous and contemporaneous communications, agreements
         and understandings, whether oral or written, between you, on the one
         hand, and the Company or any of its affiliates, on the other hand,
         including, but not limited to your Employment Agreement, and
         constitutes the sole and entire agreement between you and the Company
         pertaining to the subject matter hereof. This Letter Agreement cannot
         be modified, altered or amended except by a writing signed by all the
         parties. No waiver by either party of any provision or condition of
         this Letter Agreement at any time shall be deemed a waiver of such
         provision or condition at any prior or subsequent time or of any
         provision or condition at the same or any prior or subsequent time.

8.       Withholding. The Company shall have the right to withhold from any
         amount payable to you hereunder an amount necessary in order for the
         Company to satisfy any withholding tax obligation it may have under
         applicable law and to the extent such obligations cannot be satisfied
         through withholding, you agree to pay the Company the amount necessary
         to satisfy such obligations.

9.       Notices. Any notice required or permitted to be given under this Letter
         Agreement shall be in writing and given by hand delivery, by certified
         or registered United States mail, postage prepaid, or by facsimile and
         shall be effective on the date delivered by hand, mailed, or sent by
         facsimile in the case of the Company, to its usual business address
         from time to time to the attention of Thomas Mazzarisi, and in your
         case, to your most recent home address as shown on the records of the
         Company.

10.      Severability. If any provision of this Letter Agreement is declared or
         determined by any court to be illegal or invalid, validity of the
         remaining parts, terms or provisions shall not be affected thereby and
         said illegal or invalid part, term or provision shall be deemed not to
         be a part of this Letter Agreement.

11.      Choice of Law. This Letter Agreement shall be governed by and construed
         in accordance with the domestic laws of the State of New York, without
         giving effect to any choice of law or conflict of law provision or rule
         (whether of the State of New York or any other jurisdiction) that would
         cause the application of the laws of any jurisdiction other than the
         State of New York.


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12.      Acknowledgment. By signing this Letter Agreement, you acknowledge that
         this Letter Agreement is executed with the consent and upon the advice
         of counsel. You acknowledge that no person or entity, including but not
         limited to a party or agent or attorney of any party, has made any
         promise, representation, or warranty, express or implied, not contained
         in this Letter Agreement, to induce you to execute this Letter
         Agreement. You certify that you have read the terms of this Letter
         Agreement, accept and agree to its provisions, and hereby execute it
         voluntarily with full understanding of its consequences and intending
         to be bound by its terms. In signing this Letter Agreement, you have
         not relied on any statements or explanations made by the Company except
         as specifically set forth in this Letter Agreement. You intend this
         Letter Agreement to be legally binding.

13.      Period of Review; Right to Revoke. You understand that to accept this
         Letter Agreement you must sign and return it to the Company in
         accordance with paragraph 9 above. You further understand that you have
         21 days to review this Letter Agreement with your attorneys, not
         counting the day on which you receive it. If you sign this Letter
         Agreement before the end of the 21-day period, it will be your
         voluntary decision to do so because you have decided that you do not
         need any additional time to decide whether to sign this Letter
         Agreement. You further understand that you have the right to revoke
         this Letter Agreement at any time during the 7-day period following the
         date on which you sign the Letter Agreement, not counting the day on
         which you sign it. If you want to revoke, you must provide written
         notice to the Company within the 7-day revocation period in accordance
         with paragraph 9 above. This Letter Agreement shall not become
         effective or enforceable unless and until you notify the Company, in
         accordance with paragraph 9, upon or following expiration of the 7-day
         revocation period, that you have not exercised your right to revoke
         this Letter Agreement. You understand that if you fail to execute and
         return this Letter Agreement on a timely basis, or if you execute and
         then elect to revoke this Letter Agreement, you will not be entitled to
         the payments and benefits set forth in paragraphs 2(d) and 2(e) above.

14.      Voluntary and Knowing Waiver; Acceptance. By signing this Letter
         Agreement, you acknowledge and agree that you have entered into this
         Letter Agreement knowingly and voluntarily, and that you have read the
         entire Letter Agreement carefully, and understand all its terms.

         YOU UNDERSTAND THAT THIS LETTER AGREEMENT RELEASES ANY AND ALL RIGHTS
         YOU MAY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. YOU
         UNDERSTAND THAT YOUR RIGHT TO RECEIVE THE PAYMENTS AND BENEFITS SET
         FORTH IN PARAGRAPHS 2(d) AND 2(e) ARE SUBJECT TO THE TERMS AND
         CONDITIONS SET FORTH IN THIS LETTER AGREEMENT AND THAT YOU WOULD NOT
         RECEIVE SUCH PAYMENTS AND BENEFITS BUT FOR YOUR EXECUTION OF THIS
         LETTER AGREEMENT.


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                                     * * * *

         If the foregoing is acceptable to you, kindly sign and return a copy of
this Letter Agreement to the Company.



Sincerely,



JAG MEDIA HOLDINGS, INC.



By: /s/ Stephen J. Schoepfer
    -------------------------
        Stephen J. Schoepfer
        Chief Operating Officer



ACCEPTED AND AGREED



         /s/ Gary Valinoti
         -----------------
         Gary Valinoti


Date: April 2, 2004



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