EX-10.37



 







JAG Media Holdings, Inc.


6865 S.W.
18th
Street, Suite B13

Boca Raton, FL 33433




November 7, 2007




YA Global Investments, L.P.

101 Hudson Street

Suite 3700

Jersey City, NJ 07302




-and-




Cryptometrics, Inc.

73 Main Street

Tuckahoe, NY 10707





	Re: 	 	Agreement dated as of January 24, 2007 Among JAG Media Holdings, Inc. (“JAG Media”),
YA Global Investments, L.P. (formerly, Cornell Capital Partners,
L.P.) (“YA Global”), Cryptometrics, Inc., Robert Barra and Michael Vitale, as amended
(“Cornell Agreement”) / Convertible Debentures Nos. CCP-1 and CCP-2 in the original principal amounts of $1,900,000
and $1,250,000 respectively, each dated May 24, 2006 and Convertible Debenture No. CCP-3 in
the original principal amount of $1,000,000, dated May 30, 2006 with JAG Media, as Obligor and
YA Global, as Holder thereunder (collectively, the
“Original Debentures”)





Gentlemen:


This will confirm our understanding that the Cornell Agreement is amended as follows:




	 	1.	 	The automatic termination date of November 7, 2007, set forth in the last
sentence of paragraph 1 of the Cornell Agreement, is hereby changed to December 15,
2007.
	 
	 	2.	 	Upon the Effective Date, the “Conversion Shares
Reservation” as set forth in
paragraph 7 (G) of the Cornell Agreement is hereby reduced from 10 million shares to
8.75 million shares (which amount shall not include any shares issued prior to the
Effective Date). References to the “Conversion Shares
Reservation” in Section 8 of
the Cornell Agreement shall hereinafter refer to 8.75 million shares.
	 
	 	3.	 	In addition to the conversions previously permitted under paragraph 11 of the
Cornell Agreement, from and after the effective date of this amendment, YA Global may
convert such additional amounts of the Debentures in accordance with their terms;
provided, however, that in no event shall such conversions result in
the issuance of more than 750,000 additional shares of Common Stock in the aggregate.





 









 





YA Global Investments, L.P.

November 7, 2007

Page -2-





	 	4.	 	Subject to the terms and conditions of the Merger Agreement, JAG Media and
Cryptometrics acknowledge that it is their present intention to consummate the Merger and,
if so, agree that upon the S-4 registration statement originally filed on March 12, 2007
being declared effective by the SEC they will take all steps in their control required to
consummate the Merger within 30 days of such effective date and further acknowledge and
agree that YA Global is relying on this statement as a material inducement to agreeing to
the extension of the automatic termination date as set forth herein.





Except as otherwise expressly set forth in this agreement, the Cornell Agreement and the
Transaction Documents shall remain unchanged and in full force and effect.



If the foregoing accurately reflects your understanding of our agreement regarding the above
matter, please indicate your agreement and acceptance by signing in the appropriate space below and
returning a fully executed and dated copy of this agreement to the undersigned.



Sincerely yours,


JAG Media Holdings, Inc.




	 	 	 	 	 
	 	 	 
	By:  	/s/ Thomas J. Mazzarisi
 	 	 
	 	Name:  	Thomas J. Mazzarisi 	 	 
	 	Title:  	Chairman & CEO 	 	 
	 	Date:  	November 7, 2007 	 	 
	 






AGREED AND ACCEPTED:

YA Global Investments, L.P. (formerly,

Cornell Capital Partners, L.P.)




By: Yorkville Advisors, LLC

Its: Investment Manager




	 	 	 	 	 
	 	 	 
	By:  	/s/ Mark Angelo
 	 	 
	 	Name:  	Mark Angelo                                             	 	 
	 	Date:	November 9, 2007 	 	 
	 



	 	 	 	 	 
	Cryptometrics, Inc. 

 	 	 
	By:  	/s/ Robert Bara
 	 	 
	 	Name:  	Robert Barra                                                                	 	 
	 	Title:  	Co-CEO	 	 
	 	Date:  	November 10, 2007 	 	 
	 






The undersigned parties are signing

this agreement only with respect to

the obligations in Paragraph 5 of the Cornell

Agreement




	 	 	 	 	 
	 	 	 
	/s/ Robert Barra
 	 	 
	          Robert Barra 	 	 
	Date: November 10, 2007 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Michael Vitale
 	 	 
	          Michael Vitale                                       	 	 
	Date: November 10, 2007