<PAGE>

                                                                     Exhibit 4.5


                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                                  May 24, 2006


Transfer Online, Inc.
317 SW Adler Street, 2nd Floor
Portland, OR 97204


         RE: JAG MEDIA HOLDINGS, INC.

Ladies and Gentlemen:


         Reference is made to that certain Securities Purchase Agreement (the
"Securities Purchase Agreement") of even date herewith by and between JAG Media
Holdings, Inc., a Nevada corporation (the "Company"), and the Buyers set forth
on Schedule I attached thereto (collectively the "Buyers") and that certain
convertible debenture (the "Prior Debenture") issued to Cornell Capital
Partners, LP ("Cornell" or a "Buyer") in exchange for a Promissory Note issued
January 25, 2005 by the Company to Cornell. Pursuant to the Securities Purchase
Agreement, the Company shall sell to the Buyers, an the Buyers shall purchase
from the Company, convertible debentures in the aggregate principal amount of
Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), plus accrued
interest (the "Convertible Debentures"), which are convertible into shares of
the Company's common stock, par value $.00001 per share (the "Common Stock"), at
the Buyers discretion. (The Prior Debenture and the Convertible Debentures are
collectively referred to herein as the "Debentures"). The Company has also
issued to the Buyers warrants to purchase up to 12,000,000 shares of Common
Stock, at the Buyers' discretion (collectively, the "Warrant"). These
instructions relate to the following stock or proposed stock issuances or
transfers:

         1.       Shares of Common Stock to be issued to the Buyers upon
                  conversion of the Debentures ("Conversion Shares") plus the
                  shares of Common Stock to be issued to the Buyers upon
                  conversion of accrued interest and liquidated damages into
                  Common Stock (the "Interest Shares").

         2.       Up to 12,000,000 shares of Common Stock to be issued to the
                  Buyers upon exercise of the Warrant (the "Warrant Shares").


<PAGE>


         This letter shall serve as our irrevocable authorization and direction
to Transfer Online, Inc. (the "Transfer Agent") to do the following:

         1.       Conversion Shares and Warrant Shares.

                  a.   Instructions Applicable to Transfer Agent. With respect
                       to the Conversion Shares, Warrant Shares and the Interest
                       Shares, the Transfer Agent shall issue the Conversion
                       Shares, Warrant Shares and the Interest Shares to the
                       Buyers from time to time upon delivery to the Transfer
                       Agent of a properly completed and duly executed
                       Conversion Notice (the "Conversion Notice") in the form
                       attached as Exhibit A to the Debentures, or a properly
                       completed and duly executed Exercise Notice (the
                       "Exercise Notice") in the form attached as Exhibit A to
                       the Warrant, delivered to the Transfer Agent by David
                       Gonzalez, Esq. (the "Escrow Agent") on behalf of the
                       Company. Upon receipt of a Conversion Notice or an
                       Exercise Notice, the Transfer Agent shall within three
                       (3) Trading Days thereafter (i) issue and surrender to a
                       common carrier for overnight delivery to the address as
                       specified in the Conversion Notice or the Exercise
                       Notice, a certificate, registered in the name of the
                       Buyer or its designees, for the number of shares of
                       Common Stock to which the Buyer shall be entitled as set
                       forth in the Conversion Notice or Exercise Notice or (ii)
                       provided the Transfer Agent is participating in The
                       Depository Trust Company ("DTC") Fast Automated
                       Securities Transfer Program, upon the request of the
                       Buyers, credit such aggregate number of shares of Common
                       Stock to which the Buyers shall be entitled to the
                       Buyer's or their designees' balance account with DTC
                       through its Deposit Withdrawal At Custodian ("DWAC")
                       system provided the Buyer causes its ---- bank or broker
                       to initiate the DWAC transaction. For purposes hereof
                       "Trading Day" shall mean any day on which the Nasdaq
                       Market is open for customary trading.

                  b.   The Company hereby confirms to the Transfer Agent and the
                       Buyer that certificates representing the Conversion
                       Shares and the Warrant Shares shall not bear any legend
                       restricting transfer and should not be subject to any
                       stop-transfer restrictions and shall otherwise be freely
                       transferable on the books and records of the Company;
                       provided that counsel to the Company delivers (i) the
                       Notice of Effectiveness set forth in Exhibit I attached
                       hereto and (ii) an opinion of counsel in the form set
                       forth in Exhibit II attached hereto, and that if the
                       Conversion Shares, Warrant Shares and the Interest Shares
                       are not registered for sale under the Securities Act of
                       1933, as amended, then the certificates for the
                       Conversion Shares, Warrant Shares and Interest Shares
                       shall bear the following legend:


                      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
                      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                      AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
                      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
                      BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
                      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
                      SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                      OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
                      COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY,
                      THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
                      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
                      TO RULE 144 UNDER SAID ACT."

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                  c.   In the event that counsel to the Company fails or refuses
                       to render an opinion as required to issue the Conversion
                       Shares or the Warrant Shares in accordance with the
                       preceding paragraph (either with or without restrictive
                       legends, as applicable), then the Company irrevocably and
                       expressly authorizes counsel to the Buyer to render such
                       opinion. The Transfer Agent shall accept and be entitled
                       to rely on such opinion for the purposes of issuing the
                       Conversion Shares.

                  d.   Instructions Applicable to Escrow Agent. Upon the Escrow
                       Agent's receipt of a properly completed Conversion Notice
                       or Exercise Notice and the Aggregate Exercise Price (as
                       defined in the Warrant), the Escrow Agent shall, within
                       one (1) Trading Day thereafter, send to the Transfer
                       Agent the Conversion Notice or Exercise Notice as the
                       case may be, which shall constitute an irrevocable
                       instruction to the Transfer Agent to process such
                       Conversion Notice or Exercise Notice in accordance with
                       the terms of these instructions.

         2.       All Shares.

                  a.   The Transfer Agent shall reserve for issuance to the
                       Buyers a minimum of 54,000,000 Conversion Shares and
                       12,000,000 Warrant Shares. All such shares shall remain
                       in reserve with the Transfer Agent until the Buyers
                       provides the Transfer Agent instructions that the shares
                       or any part of them shall be taken out of reserve and
                       shall no longer be subject to the terms of these
                       instructions.

                  b.   The Company hereby irrevocably appoints the Escrow Agent
                       as a duly authorized agent of the Company for the
                       purposes of authorizing the Transfer Agent to process
                       issuances and transfers specifically contemplated herein.

                  c.   The Transfer Agent shall rely exclusively on the
                       Conversion Notice, the Escrow Notice, or the Exercise
                       Notice and shall have no liability for relying on such
                       instructions. Any Conversion Notice, Escrow Notice, or
                       Exercise Notice delivered hereunder shall constitute an
                       irrevocable instruction to the Transfer Agent to process
                       such notice or notices in accordance with the terms
                       thereof. Such notice or notices may be transmitted to the
                       Transfer Agent by facsimile or any commercially
                       reasonable method.

                  d.   The Company hereby confirms to the Transfer Agent and the
                       Buyers that no instructions other than as contemplated
                       herein will be given to Transfer Agent by the Company
                       with respect to the matters referenced herein. The
                       Company hereby authorizes the Transfer Agent, and the
                       Transfer Agent shall be obligated, to disregard any
                       contrary instructions received by or on behalf of the
                       Company.


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         3.       SUBSEQUENT SALE OR TRANSFER OF THE CONVERSION SHARES OR
                  WARRANT SHARES.

                  a.   The Transfer Agent shall promptly transfer Conversion
                       Shares or Warrant Shares from the Buyer to any purchaser
                       or transferee promptly upon receipt of written notice
                       from the Buyer or its counsel. To the extent that the
                       Conversion Shares or Warrant Shares are not subject to an
                       effective registration statement but are eligible for
                       resale by the Buyer under an exemption from the
                       registration requirements of the Securities Act under
                       Rule 144 or other available exemption, then the Company,
                       within 2 business day of notice of the Buyer's proposed
                       sale or transfer, shall deliver a legal opinion on behalf
                       of the Buyer to the Transfer Agent to effect such
                       transfer without a restrictive legend.

                  b.   In the event that counsel to the Company refuses, or
                       fails, to timely render an opinion as may be required by
                       the Transfer Agent to affect a transfer of the Conversion
                       Shares or Warrant Shares as set forth above, then the
                       Company irrevocably and expressly authorizes counsel to
                       the Buyer to render such opinion. The Transfer Agent
                       shall accept and rely on such opinion for the purpose of
                       transferring the Conversion Shares or Warrant Shares in
                       accordance with the forgoing.

                  e.   The Company hereby confirms to the Transfer Agent and the
                       Buyer that no instructions other than as contemplated
                       herein will be given to Transfer Agent by the Company
                       with respect to the matters referenced herein. The
                       Company hereby authorizes the Transfer Agent, and the
                       Transfer Agent shall be obligated, to disregard any
                       contrary instructions received by or on behalf of the
                       Company.


         Certain Notice Regarding the Escrow Agent. The Company and the Transfer
Agent hereby acknowledge that the Escrow Agent is general counsel to the Buyers,
a partner of the general partner of the Buyers and counsel to the Buyers in
connection with the transactions contemplated and referred herein. The Company
and the Transfer Agent agree that in the event of any dispute arising in
connection with this Agreement or otherwise in connection with any transaction
or agreement contemplated and referred herein, the Escrow Agent shall be
permitted to continue to represent the Buyers and neither the Company nor the
Transfer Agent will seek to disqualify such counsel.

           The Company hereby agrees that it shall not replace the Transfer
Agent as the Company's transfer agent without the prior written consent of the
Buyers.

         Any attempt by Transfer Agent to resign as the Company's transfer agent
hereunder shall not be effective until such time as the Company provides to the
Transfer Agent written notice that a suitable replacement has agreed to serve as
transfer agent and to be bound by the terms and conditions of these Irrevocable
Transfer Agent Instructions.


                                       4
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         The Company and the Transfer Agent hereby acknowledge and confirm that
complying with the terms of this Agreement does not and shall not prohibit the
Transfer Agent from satisfying any and all fiduciary responsibilities and duties
it may owe to the Company.

         The Company and the Transfer Agent acknowledge that the Buyers is
relying on the representations and covenants made by the Company and the
Transfer Agent hereunder and are a material inducement to the Buyers purchasing
convertible debentures under the Securities Purchase Agreement. The Company and
the Transfer Agent further acknowledge that without such representations and
covenants of the Company and the Transfer Agent made hereunder, the Buyers would
not purchase the Debentures.

         Each party hereto specifically acknowledges and agrees that in the
event of a breach or threatened breach by a party hereto of any provision
hereof, the Buyers will be irreparably damaged and that damages at law would be
an inadequate remedy if these Irrevocable Transfer Agent Instructions were not
specifically enforced. Therefore, in the event of a breach or threatened breach
by a party hereto, including, without limitation, the attempted termination of
the agency relationship created by this instrument, the Buyers shall be
entitled, in addition to all other rights or remedies, to an injunction
restraining such breach, without being required to show any actual damage or to
post any bond or other security, and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.

         In consideration of the Transfer Agent acting as a party to this
agreement, Company assumes full responsibility and agrees to indemnify and save
harmless the Transfer Agent from and against all liabilities, losses, damages,
costs, charges, counsel fees and other expenses of every kind, nature and
character which the Transfer Agent may incur as a result of acting as the
Company's transfer agent pursuant to this agreement; provided, however, that the
provision of this paragraph shall not apply to such liabilities, losses,
damages, costs, charges, counsel fees or other expenses to the extent they have
resulted primarily from the gross negligence or willful misconduct of the
Transfer Agent.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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         IN WITNESS WHEREOF, the parties have caused this letter agreement
regarding Irrevocable Transfer Agent Instructions to be duly executed and
delivered as of the date first written above.

                                  COMPANY:

                                  JAG MEDIA HOLDINGS, INC.

                                  By: _________________________________________
                                  Name: Thomas J. Mazzarisi
                                  Title: Chairman and Chief Executive Officer


                                  _____________________________________________
                                  David Gonzalez, Esq.



TRANSFER ONLINE, INC.

By: ____________________________________________

Name: __________________________________________

Title: _________________________________________







                                       6
<PAGE>


                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>

                                                                               ADDRESS/FACSIMILE
NAME                                    SIGNATURE                              NUMBER OF BUYERS
----                                    ---------                              ----------------
<S>                                     <C>                                <C>
Cornell Capital Partners, LP            By:  Yorkville Advisors, LLC       101 Hudson Street - Suite 3700
                                        Its: General Partner               Jersey City, NJ  07303
                                                                           Facsimile: (201) 985-8266

                                        By:______________________
                                        Name: Mark Angelo
                                        Its:  Portfolio Manager


</TABLE>




                                  SCHEDULE I-1


<PAGE>


                                    EXHIBIT I


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


_________, 200_

________


Attention:

RE: JAG MEDIA HOLDINGS, INC.

Ladies and Gentlemen:

         We are counsel to JAG Media Holdings, Inc., (the "Company"), and have
represented the Company in connection with that certain Securities Purchase
Agreement, dated as of ________________ ____, 200_ (the "Securities Purchase
Agreement"), entered into by and among the Company and the Buyers set forth on
Schedule I attached thereto (collectively the "Buyers") pursuant to which the
Company has agreed to sell to the Buyers secured convertible debentures, which
shall be convertible into shares (the "Conversion Shares") of the Company's
common stock, par value $.00001 per share (the "Common Stock"), in accordance
with the terms of the Securities Purchase Agreement. Pursuant to the Securities
Purchase Agreement, the Company also has entered into a Registration Rights
Agreement, dated as of ______________ ___, 200_, with the Buyers (the "Investor
Registration Rights Agreement") pursuant to which the Company agreed, among
other things, to register the Conversion Shares under the Securities Act of
1933, as amended (the "1933 Act"). In connection with the Company's obligations
under the Securities Purchase Agreement and the Registration Rights Agreement,
on _______, 200_, the Company filed a Registration Statement (File No.
___-_________) (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") relating to the sale of the Conversion Shares.

         In connection with the foregoing, we advise the Transfer Agent that a
member of the SEC's staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act at
____ P.M. on __________, 200_ and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Conversion Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.





                                  EXHIBIT I-1
<PAGE>


         The Buyers has confirmed it shall comply with all securities laws and
regulations applicable to it including applicable prospectus delivery
requirements upon sale of the Conversion Shares.


                                     Very truly yours,




                                     By: ___________________________________






                                  EXHIBIT I-2
<PAGE>


                                   EXHIBIT II


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                                 FORM OF OPINION


________________ 200_

VIA FACSIMILE AND REGULAR MAIL

________


Attention:

         RE: JAG MEDIA HOLDINGS, INC.

Ladies and Gentlemen:


         We have acted as special counsel to JAG Media Holdings, Inc. (the
"Company"), in connection with the registration of ___________shares (the
"Shares") of its common stock with the Securities and Exchange Commission (the
"SEC"). We have not acted as your counsel. This opinion is given at the request
and with the consent of the Company.


         In rendering this opinion we have relied on the accuracy of the
Company's Registration Statement on Form SB-2, as amended (the "Registration
Statement"), filed by the Company with the SEC on _________ ___, 200_. The
Company filed the Registration Statement on behalf of certain selling
stockholders (the "Selling Stockholders"). This opinion relates solely to the
Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth
opposite such Selling Stockholders' names. The SEC declared the Registration
Statement effective on __________ ___, 200_.


         We understand that the Selling Stockholders acquired the Shares in a
private offering exempt from registration under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is contained under the heading "Selling Stockholders" in the Registration
Statement, which information is incorporated herein by reference. This opinion
does not relate to the issuance of the Shares to the Selling Stockholders. The
opinions set forth herein relate solely to the sale or transfer by the Selling
Stockholders pursuant to the Registration Statement under the Federal laws of
the United States of America. We do not express any opinion concerning any law
of any state or other jurisdiction.


         In rendering this opinion we have relied upon the accuracy of the
foregoing statements.



                                   EXHIBIT II

<PAGE>


         Based on the foregoing, it is our opinion that the Shares have been
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and that ________ may remove the restrictive legends
contained on the Shares. This opinion relates solely to the number of Shares set
forth opposite the Selling Stockholders listed on Exhibit "A" hereto.

         This opinion is furnished to Transfer Agent specifically in connection
with the sale or transfer of the Shares, and solely for your information and
benefit. This letter may not be relied upon by Transfer Agent in any other
connection, and it may not be relied upon by any other person or entity for any
purpose without our prior written consent. This opinion may not be assigned,
quoted or used without our prior written consent. The opinions set forth herein
are rendered as of the date hereof and we will not supplement this opinion with
respect to changes in the law or factual matters subsequent to the date hereof.

Very truly yours,






                                  EXHIBIT II-2
<PAGE>


                                    EXHIBIT A


                         (LIST OF SELLING STOCKHOLDERS)


NAME:                                     NO. OF SHARES:
---------------------------------------   -------------------------------------







                                   EXHIBIT A