Exhibit
      10.30

    AMENDMENT
      NO. 5

    to

    AGREEMENT
      AND PLAN OF REORGANIZATION

    Dated
      February 19, 2007

    


    


    THIS
      AMENDMENT NO.5 (the "Amendment"), made as of this 31st
      day
      of
      December, 2007, is made by and among Magnitude Information Systems, Inc.
      ("Magnitude"), Kiwibox Media, Inc. ("Kiwibox"), Michael Howard, Lin Dai and
      Ivan
      Tumanov, individuals, who are the shareholders of Kiwibox (the "Kiwibox
      Shareholders").

    


    BACKGROUND:

    


    WHEREAS,
      Magnitude, Kiwibox and the Kiwibox Shareholders executed and delivered a certain
      Agreement and Plan of Reorganization, dated February 19, 2007 (the "Agreement")
      that scheduled the closing of the transactions described therein to take place
      on or before March 31, 2007 and extended the closing date from on and about
      March 31, 2007 to May 15, 2007 by virtue of Amendment No. 1 dated April 4,
      2007;
      and

    


    WHEREAS,
      due to certain delivery requirements, the parties further amended the Agreement
      and rescheduled the closing date from on or about May 15, 2007 to June 18,
      2007
      by virtue of Amendment No. 2, and;

    


    WHEREAS,
      on July 30, 2007 the parties executed and delivered Amendment No. 3 to the
      Agreement providing for (A) a new schedule for the payments due to the Kiwibox
      Shareholders; (B) a new schedule for the overall investment of the $3.5 million
      Magnitude has committed to raise and invest into Kiwibox; (C) certain penalty
      provisions and termination rights in the event of an uncured default, and;
      (D) a
      new closing date of August 16, 2007;

    


    WHEREAS,
      the Kiwibox acquisition closed on August 16, 2007 and due to delays by Tell
      Capital AG in its payments commitments, the parties have agreed to extend the
      Company payment date for the payment due November 1, 2007 in the amount of
      $625,000 until December 31, 2007 in consideration of certain cash payments
      agreed to be made by Magnitude;

    


    WHEREAS,
      the parties, in their respective best interests, desire to further amend the
      Agreement to accommodate the investment schedule for the Kiwibox
      investments.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants made by the
      parties to each other, the parties agree as follows:

    


    A.
      Amendment of Agreement: The
      parties hereto agree to amend the Agreement, as amended by Amendment No. 3
      and
      Amendment No. 4 to the Agreement effective as of the date set forth above,
      as
      follows:

    


    1.
      Magnitude $3.5 million Investment. Section
      3D of Amendment No. 4 shall be amended by deleting the date of December 1,
      2007
      and substituting in lieu thereof the date of January 1, 2008:

    


    2.
      Magnitude $3.5 Million Investment.
      Section
      3E of Amendment No. 3 shall be amended by deleting the date of February 1,
      2008
      and substituting in lieu thereof the date of March 1, 2008 

    


    3.
      Magnitude $3.5 Million Investment.
      A new
      Section 3(H) and a new Section 3(I) shall be inserted into Amendment No. 3,
      adding the following new provisions: 

    


    (H)
      On
      the earlier date of January 31, 2008 or the date Magnitude receives sufficient
      funds to make a payment of $50,000, Magnitude shall make a payment of $50,000
      to
      the shareholders of Kiwibox. In the event that the $1,340,000, representing
      the
      balance due of the $3 million commitment of Tell Capital AG made to Magnitude
      (which amount includes the $625,000 Kiwibox Funding Amount due January 1, 2008),
      is not received on or before January 31, 2008, Magnitude shall make an
      additional payment of $50,000 to the Kiwibox shareholders on January 31, 2008,
      and the due date for the receipt of the $1,340,000 shall be extended to February
      5, 2008. All Magnitude payments made under this Section 3(H) shall be disbursed
      33 and 1/3% to each of the three Kiwibox shareholders. 

    


    (I)
      On or
      before April 1, 2008, Magnitude shall make a payment of $50,000 to the
      shareholders of Kiwibox. In the event that the $1,700,000 Kiwibox Funding Amount
      is not received on or before April 1, 2008, Magnitude shall make an additional
      payment of $50,000 to the Kiwibox shareholders on April 1, 2008, and the due
      date for the receipt of the $1,700,000 shall be extended to April 5, 2008.
      All
      Magnitude payments made under this Section 3(I) shall be disbursed 33 and 1/3%
      to each of the three Kiwibox shareholders. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      B.
        Reconfirmation. The
        parties hereto reconfirm and acknowledge the legal viability of the Agreement,
        including Amendments No. 1, No. 2, No. 3, No. 4 and this Amendment No. 5
        thereto
        between them as well as all of the terms and provisions of the Agreement
        and
        amendments not modified by this Amendment.

      


      IN
        WITNESS WHEREOF, the parties have signed this Amendment as of the day, month
        and
        year first above written.

       

    

    
      	Kiwibox Media, Inc. 	 	 	Magnitude Information Systems,
              Inc.
	 	 	 	 
	By:
              /s/ Lin
              Dai	 	 	By:
              /s/ Edward L. Marney
	
              
                
Lin
                Dai, President

            	 	 	
              
                
Edward
                L. Marney,
                President

            




     

    
      	/s/ Ivan Tumanov	/s/ Michael Howard	/s/ Lin Dai
	
              
Ivan
              Turmanov	
              
Michael
              Howard 	
              
Lin
              Dai
	Kiwibox Shareholder 	Kiwibox Shareholder 	Kiwibox Shareholder