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                                                                   EXHIBIT 10.20


[LOGO]                                226 West 26th Street, Studio D
                                         New York, New York 10001
                                  Tel: (646) 205-8300 o (646) 205-8315

August 31, 2001

Stephen J. Schoepfer
4 Buchak Circle
Princeton Junction, NJ  08550

Re: Amended and Restated Employment Agreement

Dear Steve:

This letter sets forth our agreement relating to your continued employment with
JagNotes.com Inc. or any successor entity ("Company"). Further, this amended and
restated employment agreement shall replace and supercede in all respects that
certain employment agreement between you and the Company dated December 14, 2000
("Original Agreement").

1.       Term. This agreement will govern the principal terms and conditions of
         your employment from August 28, 2001 until August 31, 2004 (the
         "Term"), and the termination thereof that occurs during, and in certain
         cases as specified below, upon or following the expiration of the Term.

2.       Positions; Duties. You will be employed by the Company as Executive
         Vice President & Chief Operating Officer. The foregoing executive
         positions, along with any other executive or board positions you
         currently or may hereafter hold for the Company or any of its
         subsidiaries or other affiliates ("Affiliates"), are referred to
         collectively as the "Executive Positions." You will report to the Chief
         Executive Officer of the Company and/or the Board of Directors of the
         Company, and will perform such reasonable duties as may be assigned to
         you. Your duties will include overseeing executive matters of the
         Company and its subsidiaries. You agree to use your best efforts to
         perform your duties faithfully, to devote all of your working time,
         attention and energies to the business of the Company, and while you
         remain employed with the Company, you will not engage in any other
         business activity that is in conflict with your duties and obligations
         to the Company.

3.       Base Salary. You will be paid a base salary at an annual rate as
         follows, payable in accordance with the normal payroll practices
         established by the Company:

                  August 28, 2001 - August 27, 2002 ("Year 1") - $150,000
                  August 28, 2002 - August 29, 2003 ("Year 2") - $150,000
                  August 30, 2003 - August 31, 2004 ("Year 3") - $150,000


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4.       Incentive Bonus. In addition to your base salary, you shall be eligible
         to receive the following incentive stock bonuses:

         (a)  Year 1 Incentive. If the average closing bid price of the
              Company's common stock for Year 1 is $1.00 or greater, you shall
              be granted an additional option to purchase 500,000 shares of the
              Company's common stock at a price equal to 25% of the closing bid
              price for the stock on the last trading day of Year 1. Such option
              shall (i) be granted as of the last trading day of Year 1; (ii)
              vest with respect to the entire 500,000 shares on the date of
              grant of such option; (iii) terminate on the earlier of the 10
              year anniversary of the date of grant of such option or the
              1,095th day following the effective date of your resignation or
              the termination of your employment; and (iv) be granted pursuant
              to the Company's Long-Term Incentive Plan ("Year 1 Option").

         (b)  Year 2 Incentive. If the average closing bid price of the
              Company's common stock for Year 2 is $2.00 or greater, you shall
              be granted an additional option to purchase 500,000 shares of the
              Company's common stock at a price equal to 25% of the closing bid
              price for the stock on the last trading day of Year 2. Such option
              shall (i) be granted as of the last trading day of Year 2; (ii)
              vest with respect to the entire 500,000 shares on the date of
              grant of such option; (iii) terminate on the earlier of the 10
              year anniversary of the date of grant of such option or the
              1,095th day following the effective date of your resignation or
              the termination of your employment; and (iv) be granted pursuant
              to the Company's Long-Term Incentive Plan ("Year 2 Option").

         (c)  Year 3 Incentive. If the average closing bid price of the
              Company's common stock for Year 3 is $3.00 or greater, you shall
              be granted an additional option to purchase 500,000 shares of the
              Company's common stock at a price equal to 25% of the closing bid
              price for the stock on the last trading day of Year 3. Such option
              shall (i) be granted as of the last trading day of Year 3; (ii)
              vest with respect to the entire 500,000 shares on the date of
              grant of such option; (iii) terminate on the earlier of the 10
              year anniversary of the date of grant of such option or the
              1,095th day following the effective date of your resignation or
              the termination of your employment; and (iv) be granted pursuant
              to the Company's Long-Term Incentive Plan ("Year 3 Option").

         (d)  Subsidiary Incentive. If at any time during the Term the Company
              is successful in creating and "spinning off" one or more
              subsidiaries which, during the Term, trade on the NASDAQ Small Cap
              Market, NASDAQ National Market or the American Stock Exchange
              ("Qualified Market(s)"), you shall be granted an option to
              purchase 5% of the outstanding shares of each such subsidiary's
              common stock at a price equal to 25% of the closing bid price for
              such subsidiary's stock on the first day of trading on any of the
              Qualified Markets, which option shall (i) be granted on the date
              which is the first date the stock of such subsidiary trades on a
              Qualified Market; (ii) vest with respect to the entire 5% interest

                                                                               2
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              on the date of grant of such option; (iii) terminate on the
              earlier of the 10 year anniversary of the date of grant of such
              option or the 1,095th day following the effective date of your
              resignation or the termination of your employment; and (iv) be
              granted pursuant to such subsidiary's Long-Term Incentive Plan
              ("Subsidiary Option"). For purposes of this Agreement, "spinning
              off" a subsidiary shall mean granting as a dividend (or otherwise
              distributing) to the Company's shareholders all or a portion of
              the Company's stock ownership in such subsidiary.

         If the Year 1 Option, Year 2 Option, Year 3 Option and/or the
         Subsidiary Option are required to be issued pursuant to this agreement,
         the Company shall, within 14 days after the required grant date of the
         option, file with the SEC a registration statement on Form SB-2 which
         will register for sale the entire number of shares under the respective
         option. The Company shall use its best efforts to cause the SEC to
         declare such registration statement effective within 30 days after
         filing.

5.       Benefits. The Company will, at all times throughout the Term, provide
         you with health insurance coverage no less favorable than the health
         insurance coverage currently provided by the Company to its employees
         through Oxford Health Insurance, as well as such other fringe benefits
         and insurance coverage as it may establish for similarly situated
         employees.

6.       Stock Options. The three (3) options granted to you under the Original
         Agreement are hereby cancelled, and in their place, you are hereby
         granted an option to purchase shares of JagNotes.com Inc. common stock,
         as more particularly set forth in the Option Grant Certificate
         contained in Annex 1 to this agreement. The option is granted pursuant
         to the Company's 1999 Long-Term Incentive Plan, as amended (the
         "Plan"), and shall be subject to the terms thereof. You shall at all
         times during the Term have the right to exercise your options (in whole
         or in part) in a broker-assisted cashless transaction. To facilitate
         this process, the Company shall maintain its current cashless exercise
         program with Salomon Smith Barney for your benefit. In addition,
         immediately prior to a "change in control" of the Company (as defined
         in the Plan), you will receive an option to acquire 1,000,000 shares of
         the Company's common stock (subject to equitable adjustment for stock
         splits, etc.) at an exercise price equal to 25% of the closing bid
         price of the stock immediately prior to such change in control, which
         option shall be fully vested and immediately exerciseable in full and
         expire on the earlier of ten years from such change in control and
         three years after termination of employment ("Change in Control
         Option").

7.       Subsidiary Ownership Interest. You will be granted a 5% ownership
         interest in the Company's subsidiary for its Hispanic/Latin operations,
         if and when such subsidiary is established ("Latin Subsidiary"), which
         interest shall not be subject to dilution of any kind. Should there
         subsequently occur any transaction or series of related transactions in
         which additional shares, units or interests are issued (or securities
         exchangeable, convertible or exercisable for or into units or
         interests), you will be granted such additional shares, units or
         interests as may be necessary to maintain your 5% ownership interest.
         Upon the establishment of the Latin Subsidiary, you and the Latin
         Subsidiary shall execute such agreements and documents as are necessary
         or desirable to establish properly your ownership interest in the Latin
         Subsidiary.

                                                                               3
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8.       Executive Equipment & Company Credit Card. To assist you in rendering
         your duties in a more efficient and productive manner the Company shall
         provide you (at the Company's sole cost and expense) a laptop computer,
         portable color printer, digital mobile telephone (and related account),
         personal digital assistant, portable digital dictation device, and such
         other equipment, accessories and software as you may require from time
         to time ("Executive Equipment"). The Executive Equipment shall be
         provided for your exclusive use throughout the Term and shall be
         upgraded once during the Term at your discretion, except for software,
         which shall be upgraded as and when the software publishers issue
         upgrades. You shall also be provided a Company credit card for use by
         you in connection with Company travel, entertainment and other Company
         matters. If you resign for any reason or the Company terminates your
         employment "without cause," as defined in paragraph 11, you shall
         automatically obtain ownership and title to the Executive Equipment,
         without cost to you.

9.       New York/New Jersey Office. During the Term, and any renewal term (s),
         you shall be assigned to the Company's current New Jersey offices or
         such other office location in New Jersey or the New York metropolitan
         area, as you may agree, in writing, to occupy ("New York/New Jersey
         Office") and the Company may not require you to work from any other
         office location, without your prior written consent. You shall at all
         times during the Term be provided an executive assistant of your
         choosing in the New York/New Jersey Office, who shall (a) work
         exclusively for you, (b) be paid a salary and other compensation
         determined by you, and (c) be provided a separate office and equipment
         in the New York/New Jersey Office.

10.      Vacation. For each calendar year of the Term you shall be entitled to
         five (5) weeks paid vacation, which (a) shall fully accrue on January
         1st of each year of the Term and (b) you may take at your discretion.
         You may accrue and carry forward up to three (3) weeks of unused
         vacation time during any calendar year to the following calendar year.
         Upon (x) your removal from any of the Executive Positions "without
         cause," (y) your resignation from any of the Executive Positions for
         "good reason" or (z) the expiration of the Term, you shall receive a
         lump sum cash payment for all accrued and unused vacation time computed
         at your then current salary rate.

11.      Termination. (a) You are free to resign from the Executive Positions at
         any time, and the Company is free to terminate your employment at any
         time. Upon any such termination or resignation, you will be entitled to
         any amounts earned and accrued but not yet paid. In addition, if you
         resign for "good reason", or if the Company (and/or any of its
         Affiliates) terminates your employment "without cause", you will be
         entitled to the following severance payments and benefits: (i)
         continued medical and life insurance coverage for a period equal to the
         greater of one year or the number of years and fractions thereof
         between the date of such termination and the end of the Term (the
         "Severance Period"), (ii) a lump sum cash payment equal to your highest
         rate of annual base salary in effect during the Term multiplied by the
         Severance Period, (iii) a lump sum cash payment equal to the number of
         accrued and unused vacation days calculated at your then current salary

                                                                               4
<PAGE>

         rate and (iv) accelerated vesting of all your outstanding stock
         options. Such cash payments will be made within 10 days of your
         termination of employment, and shall not be subject to offset for
         amounts earned by you in respect of any subsequent employment, nor
         shall you be required to seek any such subsequent employment.

         (b) For purposes of this paragraph 11, your employment will be treated
         as having been terminated by the Company "without cause" if the Company
         (and/or any of its Affiliates) initiates the termination of your
         employment in any of the Executive Positions during the Term or upon
         the expiration of the Term (whether or not you continue your employment
         in any of the Executive Positions from which you have not been
         terminated), other than by reason of (i) your material dishonesty, (ii)
         your material failure, refusal or neglect to perform your job functions
         (other than by reason of a disability described below) that continues
         after you have been provided adequate and specific written notice
         thereof, (iii) your material breach of a Company policy that either
         cannot be cured or is not cured after adequate and specific written
         notice thereof, (iv) your conviction of a felony; (v) your willful
         unauthorized disclosure of confidential information that is likely to
         result in material harm to the Company, or (vi) your inability, by
         reason of a physical or mental impairment, to substantially perform
         your job functions for a period of six (6) consecutive months. Any
         termination notice given to you by the Company or any of it's
         Affiliates shall state with specificity the exact grounds for the
         termination and whether such termination is for "cause" or "without
         cause" pursuant to this agreement. Any termination notice not
         specifying the grounds for the termination and whether such termination
         is for "cause" or "without cause," shall automatically and irrevocably
         be deemed a termination "without cause" pursuant to this agreement.

         (c) For purposes of this paragraph 11, you will be treated as having
         resigned for "good reason" if you resign (i) following any material
         breach by the Company of its obligations under this agreement that
         continues after you have provided adequate and specific written notice
         thereof, (ii) in connection with any proposed or actual relocation of
         the Company's New York/New Jersey Office, or any requirement that you
         work from an office other than the New York/New Jersey Office, (iii)
         within the one year period following (x) a change in control (as
         defined in the Plan) with respect to the Company or a change in control
         (as defined below) with respect to any Affiliate that occurs during the
         Term or (y) your removal from any of the Executive Positions, whether
         or not such removal occurs during the Term, or (iv) upon expiration of
         the Term, if the Company has failed to offer you continued employment
         on terms at least as favorable to you as those set forth in this
         agreement. With respect to any Affiliate of the Company, a "change in
         control" shall mean any transaction whereby, after giving effect to
         such transaction, the beneficial owners of the Affiliate's voting
         securities (or interest) prior to such transaction cease to
         beneficially own, either singly or in the aggregate, at least 60% of
         the voting power of the Affiliate or any successor to substantially all
         of the business or assets of any Affiliate of the Company.

                                                                               5
<PAGE>

         (d) If the Change in Control Option is required to be granted pursuant
         to this agreement, the Company or its successor shall, within 14 days
         after your effective resignation or termination date, file with the SEC
         a registration statement which will register for immediate sale the
         entire 1,000,000 shares under the Change in Control Option. The Company
         or its successor shall use its best efforts to cause the SEC to declare
         such registration statement effective within 30 days after filing.


12.      Certain Taxes. The Company will pay to you an amount that, on an
         after-tax basis (including federal income, excise and social security
         taxes, and state and local income taxes), equals any excise tax that is
         determined to be payable by you pursuant to Section 4999 of the
         Internal Revenue Code of 1986, as amended (the "Code") (and any
         interest or penalties related to the imposition of such excise tax), by
         reason of entitlements under this agreement (including this paragraph
         12), as well as entitlements outside of this agreement that are
         described in Section 280G(b)(2)(A)(i) of the Code. For purposes of this
         paragraph 12, you shall be deemed to pay federal, state and local
         income taxes at the highest marginal rate of taxation. The
         determination as to the amount payable pursuant to this paragraph 12
         shall be made by such nationally recognized consulting or accounting
         firm as may be agreed to by the parties.

13.      Withholding. The Company shall have the right to withhold from any
         amount payable hereunder an amount necessary in order for the Company
         to satisfy any withholding tax obligation it may have under applicable
         law.

14.      Company Policies. You agree to abide by the Company's policies as may
         be implemented from time to time, including the Company's Policy and
         Procedures regarding Securities Transactions and Personal Conduct,
         Ethics and Business Transactions, a copy of which is attached to this
         Agreement as Annex 2 and which shall be executed by you simultaneous
         with your execution of this agreement.

15.      Confidentiality. You agree that at no time (neither during nor after
         the Term) will you (i) use or disclose, or authorize any other person
         or entity to use or disclose, any information relating to the Company
         or its Affiliates of a confidential nature (e.g., strategic plans,
         specifications for existing or future technology) other than as
         necessary to further the business objectives of the Company in
         accordance with the terms of your employment, or (ii) take or cause to
         be taken any action which disparages the Company or any of its
         personnel or is likely to expose the Company or any of its personnel to
         any material liability to any person.

                                                                               6
<PAGE>




16.      Governing Law. The terms of this agreement and the option grant
         certificate, and any action arising thereunder, 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.



                                     * * * *



If the foregoing is acceptable to you, kindly sign and return to me one copy of
this agreement.


Sincerely yours,
JAGNOTES.COM INC.                             AGREED TO AND ACCEPTED BY:



By: /s/ Gary Valinoti                         /s/ Stephen J. Schoepfer
   ------------------                         --------------------------------
   Name: Gary Valinoti                              Stephen J. Schoepfer
   Title: President & CEO


                                                                               7
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                                     ANNEX 1
                                       to
                   Employment Agreement dated August 31, 2001
                                     Between
                   JagNotes.com Inc. and Stephen J. Schoepfer





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                            OPTION GRANT CERTIFICATE








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                                                                               8





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                                JAGNOTES.COM INC
                          1999 LONG-TERM INCENTIVE PLAN

                            Option Grant Certificate

This Grant Certificate evidences the grant of an option pursuant to the
provisions of the 1999 Long-Term Incentive Plan (the "Plan") of JagNotes.com Inc
(the "Company") to the individual whose name appears below (the "Grantee"),
covering the specific number of shares of Common Stock of the Company ("Stock")
set forth below, pursuant to the provisions of the Plan and on the following
express terms and conditions:

1.       Name of Grantee:

                  Stephen J. Schoepfer

2.       Number of shares of Stock of the Company which are subject to this
         option:

                  1,000,000 shares

3.       Exercise price of shares subject to this option:

                  $0.02 per share

4.       Date of grant of this option:

                  August 31, 2001

5.       Vesting:

                  The entire 1,000,000 shares shall vest on August 31, 2001

6.       Termination date of this option:

                  The earlier of the tenth anniversary of the date of grant, or
                  the 1,095th day following your resignation or the termination
                  of your employment. Notwithstanding the foregoing, this option
                  shall terminate immediately if such termination is for cause,
                  as determined by the Committee.

The Grantee hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this option is subject to these terms and
provisions in all respects.

At any time when the Grantee wishes to exercise this option, in whole or in
part, the Grantee shall submit to the Company a written notice of exercise,
specifying the exercise date and the number of shares to be exercised. Upon
exercise, the Grantee shall remit to the Company the exercise price, plus an
amount sufficient to satisfy any withholding tax obligation of the Company that
arises in connection with such exercise.

JagNotes.com Inc                                  AGREED TO AND ACCEPTED BY:



By: /s/ Gary Valinoti                             /s/ Stephen J. Schoepfer
    ---------------------                         -----------------------------
    Name: Gary Valinoti                                Stephen J. Schoepfer
    Title: President & CEO

                                                                               9
<PAGE>

                                     ANNEX 2
                                       to
                   Employment Agreement dated August 31, 2001
                                     between
                   JagNotes.com Inc. and Stephen J. Schoepfer




================================================================================


                          Company Policy and Procedures

                                    Regarding

                             Securities Transactions

                                       And

               Personal Conduct, Ethics and Business Transactions



================================================================================



                                                                              10


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                                JagNotes.com Inc.

           Acknowledgement of Receipt of Company Policy and Procedures

         Enclosed is the Company's Policy and Procedures for Securities
Transactions.

         References in the enclosed documents to "the Company" include
JagNotes.com Inc. and its subsidiaries.

         Please read the enclosed carefully. Violation of the policies and
procedures set forth in these materials could result in termination of your
relationship with the Company or, in some cases, civil or criminal penalties.
Once you have read the enclosed document, please sign below and return this form
to the Company's General Counsel.

         If you have any Questions about the enclosed policies, please contact:

                          Thomas J. Mazzarisi, Esq.
                          Executive Vice President
                           & General Counsel
                          JagNotes.com Inc.
                          6865 S.W. 18th Street
                          Suite B-13
                          Boca Raton, FL  33433
                          Tel. # : (561) 393-0605
                          Fax # :  (561) 393-6018
                          E-mail: tjm@jagnotes.com

         I acknowledge that I have read and understand the policy and procedures
described above and I further agree to fully comply with all the policies and
procedures set forth therein.



Dated:  August 31, 2001
                                           STEPHEN J. SCHOEPFER
                                           --------------------------
                                           Print Name



                                           /s/ Stephen J. Schoepfer
                                           --------------------------
                                           Signature


                                                                              11
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                                JagNotes.com Inc.

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

                Policy and Procedures for Securities Transactions

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

         The policies and procedures set forth herein are established to foster
compliance with Federal securities laws and prevent any appearance of
impropriety by key personnel of the Company. Accordingly, these policies and
procedures apply to all officers, directors and employees of the Company, as
well as to certain consultants to the Company.

         In addition, such policies and procedures apply to all securities
accounts and trading by the spouse, minor children or household relatives of,
and all securities accounts and trading which can be controlled or influenced
by, any of the foregoing individuals.

I.       SECURITIES TRANSACTIONS IN THE COMPANY'S SHARES

         A.       Prohibition against Short Sales

                  Short sales of the Company's shares are prohibited.

         B.       Prohibitions Against Insider Trading

              1.  General Rules

                  1.1 Under Rule 10b-5, a director, officer, employee or
                      consultant who is aware of material information relating
                      to the Company which has not been publicly disclosed is
                      prohibited from trading in the Company's securities, or
                      directly or indirectly disclosing such information to any
                      person so that such person may trade in the Company's
                      securities. The prohibition against insider trading
                      extends to giving casual "tips" to friends, relatives and
                      others. Both the "tipper" and his "tippee" can be held
                      liable if trades result from such unauthorized
                      disclosures. In a few instances, disclosures made in
                      casual conversation during a golf game or cocktail party
                      have resulted in liability, so caution is advised. Insider
                      trading and the "tipping" of material non-public
                      information may also compel the Company to disclose
                      certain matters prematurely, such as pending negotiations,
                      that are not yet ripe for disclosure.

                  1.2 It is difficult to describe exhaustively what constitutes
                      material information, but the term generally includes any
                      information -- positive or negative -- which if disclosed
                      might have an effect on the market price of the Company's
                      securities or might be of significance to an investor in
                      determining whether to purchase, sell, or hold such
                      securities. Information may be significant for this
                      purpose even if alone it would not determine the
                      investor's decision. Examples of material information

                                                                              12
<PAGE>
                      include a potential business acquisition, earnings
                      results, internal financial information which departs in
                      any way from what the market would expect, important
                      "product" developments, the acquisition or loss of a major
                      contract or an important financing transaction. Obviously
                      this is not an exhaustive list, and other types of
                      information may be deemed material at particular times.

                  1.3 Information is generally considered public when it has
                      been distributed in a manner designed to make the
                      information accessible to the investing public at large.
                      Distribution through wire services and normal business
                      news channels is usually sufficient. Material information
                      should not be considered public until the market has had a
                      chance to absorb it -- a process that can take several
                      days if the matter disclosed is complex or the information
                      is not widely distributed.

             2.   Consequences of Insider Trading

                  2.1 The consequences of insider trading are serious. They
                      include civil suits for rescission or damages by private
                      parties and SEC civil and criminal enforcement actions.

                  2.2 The SEC may also bring an action in federal court to
                      impose a civil penalty against a person who "controlled"
                      the violating person, if the "controlling person" knew or
                      recklessly disregarded the fact that a controlled person
                      (e.g., an employee of the Company) was likely to engage in
                      insider trading and failed to take action to prevent the
                      violation. The term "controlling person" in this context
                      means the Company and any person with power to influence
                      or control the direction or management, policies or
                      activities of another person, and arguably includes
                      directors and officers of the Company.

                  2.3 A person who engages in insider trading may be penalized
                      up to three times the profit gained or loss avoided, in
                      addition to being required to disgorge all wrongfully
                      obtained profits. Controlling persons may be penalized up
                      to the greater of $1,000,000 or three times the amount of
                      profit gained or loss avoided as a result of a director's,
                      officer's or employee's insider trading violation, except
                      that in the case of "tipping" the maximum penalty is the
                      profit gained or loss avoided by the "tippee." Good faith
                      is not a defense if the controlling person knew or had
                      reason to know that a director, officer or employee was
                      engaging in insider trading (or acted with reckless
                      disregard) and failed to take appropriate action. The SEC
                      has up to five years from the date of the purchase or sale
                      to bring an action against a controlling person.

         C.       Additional Restrictions on Sales by Certain Persons - Rule 144

              1.  The Securities Act of 1933 generally deals with the offering
                  and sale of securities by issuers and certain persons related
                  to the issuer and prohibits sales of securities by
                  "affiliates" (generally, persons who "control" an issuer)
                  without registration under the 1933 Act unless an exemption is
                  available. As a practical matter, these affiliates are treated
                  for these purposes as if they were the issuer itself and must,
                  in the absence of an exemption, register any sale of the
                  issuer's securities -- even if they bought the securities on
                  the open market or in a registered transaction.

                                                                              13
<PAGE>

              2.  Rule 144 under the 1933 Act exempts affiliates from the
                  registration requirements of the 1933 Act in connection with
                  their sale of shares if the requirements of Rule 144 are met.
                  The Rule 144 requirements for an affiliate's sale to be exempt
                  from registration include: (i) there must be adequate
                  information about the Company in the public market, (ii) the
                  sales must be normal broker transactions or made directly to a
                  "market-maker," (iii) the volume of shares sold in any
                  three-month period may not exceed 1 percent of the Company's
                  outstanding shares, or, if higher, the average weekly reported
                  trading volume for the Company's shares for the preceding four
                  calendar weeks, and (iv) the selling stockholder must file
                  Form 144 with the SEC (three copies) at the time the order is
                  placed with the broker, unless no more than 500 shares having
                  an aggregate market value of not more than $10,000 are being
                  sold in any three-month period. For purposes of these quantity
                  limits, certain sales (such as those of certain close
                  relatives or of any other person selling in concert, as well
                  donees or pledges in certain cases) are aggregated with the
                  sales of an affiliate.

              3.  The 1933 Act also imposes restrictions on the sale of
                  securities purchased from an issuer or an affiliate of the
                  issuer with a view to distribution, including securities
                  purchased from an issuer or an affiliate in a chain of
                  transactions not involving a registered public offering. These
                  securities are "restricted securities" and may not be sold
                  unless the securities are registered under the Securities Act
                  for sale or an exemption from registration can be claimed.
                  Rule 144 establishes a safe harbor for the sale of restricted
                  securities if certain conditions are met. Rule 144 requires
                  that persons seeking to sell restricted securities must have
                  held the securities before a sale for at least one year from
                  the acquisition from the Company or an affiliate. The Rule
                  allows for "tacking" some holding periods. After one year, the
                  holder is permitted to sell restricted securities without
                  filing a registration statement covering the securities to be
                  sold if the requirements described in C.2 (i)-(iv) above have
                  been met. After holding the securities for two years, persons
                  who are not deemed "affiliates" may sell their shares without
                  restriction.

         D.       Ownership of the Company's Shares

              1.  Employees, Officers and Directors are encouraged to invest in
                  the Company. Nevertheless, any purchase or sale of the
                  Company's shares must be cleared in advance by the Company's
                  General Counsel. Requests for trades must be in writing or via
                  e-mail and no trades may be effected unless or until the
                  General Counsel has approved it in writing or by e-mail. A
                  transaction may only be effected within 5 business days from
                  such approval or such shorter period as may be specified by
                  the General Counsel when approving the transaction.

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<PAGE>
              2.  To avoid even an appearance of impropriety, you should not
                  engage in short-term trading in the Company's shares. Any
                  investment in the Company's shares must be held for at least
                  six months. In cases of special hardship, you may request (in
                  writing or via e-mail) a specific exemption from this policy
                  in writing from the General Counsel, whose decision must be in
                  writing (or delivered via e-mail) and shall be final and
                  conclusive.


         II.      SECURITIES TRANSACTIONS IN PUBLICLY TRADED SECURITIES OTHER
                  THAN THOSE OF THE COMPANY

         A.       Prohibited Investments

                  All investments in publicly traded securities (directly or
                  through puts, calls or other securities based thereon or
                  derivative thereof) are prohibited except as expressly
                  permitted below.

         B.       Permitted Securities Investments

              1.  Investments in privately held securities for which there is no
                  public market are permitted, but the Company's General Counsel
                  should be informed in writing (or via e-mail) of any such
                  holding or investment and further notified in advance of any
                  initial public offering of such an investment.

              2.  Investment in the following publicly traded securities is
                  permitted at all times:

                  (a) United States Treasury securities and all other government
                      obligations issued by any country, state, municipality or
                      other political subdivision.

                  (b) Investment-grade, non-convertible debt securities.

                  (c) All broad based mutual funds or closed-end funds available
                      generally to the public.

                  (d) All index-based securities (such as Standard and Poor's
                      500, Major Markets, Value Line and Euro Top 100).

                  (e) Foreign currencies and foreign currency options, warrants,
                      futures and futures options.

         C.       Special Requests

              1.  Any special requests for permission to make or continue any
                  investment upon becoming subject to these policies not
                  expressly permitted by these policies in light of special
                  circumstances or hardship that might be caused by liquidation
                  or failure to make such an investment shall be addressed in
                  writing (or via e-mail) to the General Counsel of the Company.
                  The General Counsel shall have the right, in his sole
                  discretion, to approve or disapprove any such investment or
                  divestiture and to impose any condition to any approval as he
                  may deem required.

                                                                              15
<PAGE>

              2.  The General Counsel shall also have the right to approve any
                  blind trust or alternative arrangement that protects the
                  Company's interests.

         D.       Compliance

              1.  At least annually, and at the Company's request, each person
                  subject to these policies will execute and submit an
                  acknowledgment of compliance with these policies for the
                  relevant period.

              2.  In the event that the Company, in its non-reviewable
                  discretion, determines that it is necessary or appropriate to
                  inspect the financial, tax, and/or accounting records of any
                  person to assure compliance with this policy, such person
                  shall provide the Company with any and all financial
                  information requested. The Company will make arrangements for
                  any such review to be done at the Company's expense by an
                  outside accounting or law firm under conditions which protect
                  the privacy of the person involved.

III.     ADDITIONAL RESTRICTIONS

         The policies and procedures set forth herein are the Company's general
policies only. The Company reserves the right to adopt supplemental policies or
impose additional restrictions or requirements as the Company may deem necessary
or useful to effect the purposes of these policies and procedures.



                                                                              16
<PAGE>
                                JagNotes.com Inc.

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

        Policy with Respect to Personal Conduct and Integrity and Ethical
                               Business Practices

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

>        The Company expects its personnel to meet a high standard of personal
         integrity and ethical business practices.

>        You should not profit, directly or indirectly, from ideas or
         information learned or contacts developed in the course of employment
         with the Company, without prior disclosure to and approval by the
         Company's President. This includes not making any use of financial or
         other information learned during the course of your employment.

>        You should generally not accept gifts or favors from business contacts,
         except trinkets of nominal value. This includes discounted merchandise
         or services not available to the general public. The acceptance of cash
         or its equivalent is strictly prohibited. The Company's President or
         his designee must approve any gift valued at $100 or more which cannot
         appropriately be refused.

>        You should not participate in any outside activity that could or might
         appear to interfere with your objectivity or commitment to the Company,
         including

         o accepting any employment outside the Company, even on personal time,
           without prior approval by the President of the Company or his
           designee;

         o making any paid appearances without prior approval by the President
           of the Company or his designee.

>        You should not at any time during or after your employment with the
         Company communicate or disclose confidential information (information
         of a secret or confidential nature relating to the business of the
         Company or its affiliates) to any person, corporation or entity.

>        You should retain only reputable firms and representatives to represent
         the Company and make sure they comply with both applicable law and
         Company policies.

>        You should not hire, supervise or do any kind of Company business with
         relatives or friends without prior approval by the Company's President.

>        You should not use Company resources (e.g., equipment, e-mail, Internet
         access, and telephones) or the Company's name (e.g., use of Company
         letterhead) in any way with respect to personal outside activities.
         This includes the use of Company time for outside activities.

>        Your expense reports and all other business records must be promptly
         submitted, completely accurate and reflect only legitimate business
         expenses.

>        You should only provide business entertainment and gifts that are
         ordinary, reasonable, and lawful. They must comply with the policies of
         the Company and also the customer/supplier. If gifts, entertainment,
         games and promotions violate customer/supplier policies or are offered
         to their employees, without the employer's permission, they can look
         like bribes. All gifts should be approved and properly reported.

>        You should never offer or give bribes or kickbacks.

>        You should not make contributions on behalf of the Company to political
         candidates or political parties. It may be against the law.

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