EX-10.1



 





JAG Media Holdings, Inc.



6865 S.W. 18th Street, Suite B13

Boca Raton, FL 33433




July 16, 2007



Cryptometrics, Inc.

73 Main Street

Tuckahoe, NY 10707





	Re: 	 	Agreement Amending Merger Agreement Among JAG Media Holdings, Inc. (“JAG Media”),
Cryptometrics Acquisition, Inc. (“Cryptometrics Acquisition”), Cryptometrics, Inc.
(“Cryptometrics”), Robert Barra, Michael Vitale, Karlen & Stolzar, Thomas J. Mazzarisi and
Stephen J. Schoepfer (collectively, the “Parties”) dated as of January 24, 2007, as Further
Amended by those Certain Agreements Among the Parties dated as of February 26, 2007, April 2,
2007, April 20, 2007, May 11, 2007, May 18, 2007 and June 15, 2007 (“Merger Agreement
Amendment”)




Gentlemen:



This will confirm our understanding regarding the following changes to the Merger Agreement
Amendment, which have been authorized by the directors of JAG Media, Cryptometrics Acquisition and
Cryptometrics:



1.     The Closing Date set forth in the first sentence of paragraph 8 of the Merger Agreement
Amendment is hereby changed to August 16, 2007.



2.     The Automatic Termination Date of July 16, 2007 set forth in the first sentence of paragraph 9
of the Merger Agreement Amendment is hereby changed to August 16, 2007.



All defined terms used in this agreement, which are not otherwise defined herein shall have the
meaning ascribed to them in the Merger Agreement Amendment. Except as otherwise set forth in this
agreement, the Merger Agreement Amendment and the Merger Agreement 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.




[SIGNATURES APPEAR ON NEXT PAGE]




 









 







Cryptometrics, Inc.

July 16, 2007

Page -2-
 





	 	 	 	 	 
	Sincerely yours, 

JAG MEDIA HOLDINGS, INC. 

 	 	 
	By:  	/s/ Thomas J. Mazzarisi
 	 	 
	 	Name:  	Thomas J. Mazzarisi       	 	 
	 	Title:  	Chairman & CEO 	 	 
	 	Date:  	July 16, 2007 	 	 
	 



	 	 	 	 	 
	AGREED AND ACCEPTED: 

CRYPTOMETRICS, INC. 

 	 	 
	By:  	/s/ Robert Barra
 	 	 
	 	Name:  	Robert Barra                	 	 
	 	Title:  	Co-CEO 	 	 
	 	Date:  	July 16, 2007 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Robert Barra
 	 	 
	Robert Barra                                 	 	 
	Dated:  July 16, 2007 	 	 
	 



	 	 	 	 	 
	 	 
	/s/ Michael Vitale
 	 	 
	Michael Vitale                                	 	 
	Dated:  July 16, 2007 	 	 
	 



	 	 	 	 	 
	AGREED AND ACCEPTED:

CRYPTOMETRICS ACQUISITION, INC.

 	 	 
	By:  	/s/ Thomas J. Mazzarisi
 	 	 
	 	Name:  	Thomas J. Mazzarisi 	 	 
	 	Title:  	President 	 	 
	 	Date:  	July 16, 2007 	 	 
	 


The undersigned is signing this
agreement solely in its capacity as
“Escrow Agent” pursuant to the
provisions of paragraph 10
of the Merger Agreement Amendment




	 	 	 	 	 
	KARLEN & STOLZAR, LLP

 	 	 
	By:  	/s/ Michael I. Stolzar
 	 	 
	 	Name:  	Michael I. Stolzar 	 	 
	 	Title:  	Partner 	 	 
	 	Date:  	July 16, 2007 	 	 
	 


The undersigned are signing
this agreement only with respect to
their obligations set forth
in paragraph 12 of the Merger
Agreement Amendment




	 	 	 	 	 
	 	 	 
	/s/ Thomas J. Mazzarisi
 	 	 
	Thomas J. Mazzarisi 	 	 
	Dated: July 16, 2007 	 	 
	 



	 	 	 	 	 
	 	 	 
	     /s/ Stephen J. Schoepfer
 	 	 
	Stephen J. Schoepfer 	 	 
	Dated: July 16, 2007