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                                                                    EXHIBIT 10.5



                            JAG MEDIA HOLDINGS, INC.
                        6865 S.W. 18th Street, Suite B-13
                            Boca Raton, Florida 33433


November 3, 2005


Steven J. Schoepfer
c/o JAG Media Holdings, Inc.
6865 S.W. 18th Street, Suite B-13
Boca Raton, Florida 33433


                  Re:  Amended and Restated Employment Agreement

Dear Stephen:

         This letter sets forth an agreement amending your current Amended and
Restated Employment Agreement (the "Agreement") with JAG Media Holdings, Inc.
(formerly known as JagNotes.com Inc.) (the "Company") dated August 31, 2001.
Except as specifically agreed hereby, the Agreement, even though it has by its
terms expired, shall continue in full force and effect through August 31, 2007.
Section references below refer to the sections in the Agreement.

         Section 1 shall read in full as follows:

         "1. Term. This Agreement will govern the principal terms and conditions
of your employment from August 31, 2004 until August 31, 2007 (the "Term"), and
the termination therof that occurs during, and in certain cases as specified
below, upon or following the expiration of the Term."

         The first sentence of Section 2 shall read in full as follows:

         "2. Positions and Duties. You will be employed by the Company as
President, Chief Operating Officer, Chief Financial Officer and Secretary."

         The terms "Year 1" and "Year 2" as used in Sections 3 and 4 shall mean
the years ending respectively, August 31, 2006 and August 31, 2007.


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Stephen J. Schoepfer
November 3, 2005
Page 2 of 2


         The options granted to you by the Agreement in Sections 4(a), (b) and
(d) and Section 6 are currently exercisable at 25% of the described market
price. All of such options are hereby amended to provide for an exercise price
of 100% of fair market value. In accordance with proposed Treasury Reg. Section
1.409A-1(b)(5)(iv)(A), such fair market value shall be the average closing bid
price of the Company's common stock (i) with respect to Sections 4(a) and (b),
over the 30 days prior to the end of Year 1 or Year 2, as relevant, (ii) with
respect to Section 4(d), over the 30 days following the date of such spin off
and (iii) with respect to Section 6, over the 30 days preceding the relevant
change in control.

         Section 4(d) is also hereby amended to provide that the relevant
markets are as follows: American Stock Exchange, Nasdaq National Market, Nasdaq
Capital Market (formerly known as Nasdaq Small Cap Market), OTC Bulletin and
Pink Sheets.

         The stock grant to you provided in Section 7 of the Agreement in
connection with the Company's international activities is hereby cancelled and
such Section 7 shall be null and void.

         To indicate your agreement to the foregoing, please sign and return the
enclosed copy of this letter.



                                     Sincerely yours,

                                     JAG MEDIA HOLDINGS, INC.


                                     By: /s/ Thomas J. Mazzarisi
                                        --------------------------------------
                                     Name:  Thomas J. Mazzarisi
                                     Title: Chairman of the Board, Chief
                                            Executive Officer & General
                                            Counsel



Agreed to and Accepted by as of the date first above written:

/s/ Stephen J. Schoepfer
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STEPHEN J. SCHOEPFER