<PAGE>

                                                                    EXHIBIT 10.1
                            JAG MEDIA HOLDINGS, INC.
                         6865 SW 18th Street, Suite B-13
                            Boca Raton, Florida 33433




                                                              January 5, 2004



Flow Capital Advisors, Inc.
3727 Pine Lake Drive
Weston, FL 33332
Attention:  Albert Auer
                  President


Dear Albert:

         1. In consideration of the introduction by Flow Capital Advisors, Inc.,
a Delaware corporation (the "Finder"), of Great Eastern Securities. Inc., a New
York corporation (the "Target"), to JAG Media Holdings, Inc., a Nevada
corporation (the "Company"), the Company hereby agrees to pay the Finder, if an
Acquisition is consummated with such Target on or before December 31, 2005, a
fee, payable upon the unconditional closing of the Acquisition, equal to five
percent (5.0%) of the aggregate Consideration paid by the Company for the
Acquisition of such Target. As used herein, (a) the term "Acquisition" shall
mean the direct or indirect acquisition of all or a substantial portion of the
stock or assets of the Target by the Company, including by means of merger, and
(b) the term "Consideration" shall mean the number of shares of Class A Common
Stock, par value $0.00001 per share (or any security into which such Class A
Common Stock shall hereafter be reclassified), issued or issuable by the Company
to the Target (or the owners thereof) as payment for the Target.

         2. The Finder's fee as described in Section 1 above shall be payable in
the shares of stock in which the Company makes payment of the Consideration and
shall be deemed earned and payable upon payment by the Company of the
Consideration at the unconditional closing of the Acquisition of the Target by
the Company. If any part of the Consideration shall be payable in installments,
escrowed or shall be contingent upon any event or circumstance, the Finder's fee
shall be deemed earned and payable in the same proportionate amounts and at the
same times as such installments, escrowed or contingent payments are made. The
Finder shall be responsible for the payment of all federal, state, foreign and
local taxes, tariffs, or surcharges that may be due and payable to government
authorities on such fees the Finder is entitled to receive pursuant to the terms
of this letter agreement (this "Letter Agreement"), and the Company shall be
authorized to make any withholdings in respect of such taxes as may be required
under applicable law. The Finder will not be entitled to any compensation if for
any reason whatsoever the Acquisition of the Target is not completed before
December 31, 2005, whether or not there is a binding agreement to do so and
whether or not a default by the Company or any of its affiliates has caused the
failure to complete the Acquisition.

                                       1
<PAGE>

         3. The Finder shall not be reimbursed by the Company for any expenses
incurred by him in connection with this Letter Agreement or otherwise.

         4. The Finder shall not receive any additional compensation directly or
indirectly from the Target, or any party affiliated with the Target, for acting
as a finder in connection with the Acquisition. Nothwithstanding the foregoing,
nothing herein shall prohibit Finder from rendering investment banking
consulting services to the Target prior to or after the Acquisition.

         5. The Finder shall indemnify and hold harmless the Company and any of
its affiliates against any losses, claims, damages or liabilities for brokerage
or finder's fees or other compensation claimed by any person, firm or entity
whose services the Finder has engaged or may engage in connection with the
proposed Acquisition of the Target by the Company.

         6. It is understood and agreed that the Finder is an independent
contractor and shall not be deemed the Company's agent for any purpose
whatsoever, and the Finder is not granted any right or authority to assume or
create any obligation or liability of any kind or nature, express or implied, on
behalf of the Company, to make any representation on behalf of the Company or to
bind the Company in any manner or thing whatsoever.

         7. Neither the Finder nor any of his affiliates or associates, in any
capacity, shall issue any press release or public announcement relating to the
matters set forth herein or any Acquisition without the prior express written
consent of the Company.

         8. The Finder covenants and agrees with the Company that, except with
the prior written consent of the Company, the Finder and its representatives (a)
will hold in strict confidence any data or information obtained from the
Company, the Target, any person associated with the Company or the Target or
from any representative of the Company or the Target, including, without
limitation, information pertaining to the financial condition, results of
operations, methods of operations and products of the Company or the Target or
pertaining to the availability of and negotiations regarding the Target;
provided, however, that this duty of confidentiality shall not apply to any data
or information which prior to any disclosure by the Finder or its
representatives is in the public domain other than as a result of disclosure by
the Finder or its representatives, and (b) will not disclose any data or
information to be held in confidence pursuant to this paragraph 8 to any other
party except to the extent that disclosure may be required by law; provided,
however, that the Finder shall provide the Company with written notice of such
requirement as soon as practicable after learning of it such that the Company
may seek a protective order or other appropriate remedy and, if no such order or
remedy is obtained, the Finder and his representatives shall furnish only that
portion of such confidential data and information which the Finder is advised by
written opinion of counsel is legally required and only in the manner legally
required. All such data and information to be held in confidence pursuant to
this paragraph 8 shall be used by the Finder and its representatives only for
the purposes of fulfilling the Finder's role in assisting in the Acquisition of
the Target as contemplated herein. At any time upon the Company's request, the
Finder shall return to the Company all data, information and other written
material respecting the Company or the Target obtained by the Finder in
connection with the matters contemplated by this Letter Agreement. The Finder
further agrees that its representatives who are given access to the data and
information to be kept confidential pursuant to this paragraph 8 shall be bound
by the terms of this paragraph 8 and the Finder will insure that such
representatives adhere to the terms contained herein.

                                       2
<PAGE>

         9. This arrangement is expressly not exclusive and the Company shall
have the right to contract with brokers, agents or other persons for the same or
similar purposes as set forth herein.

         10. This Letter Agreement shall not be assignable by the Finder or the
Company, whether voluntarily or by operation of law. This Letter Agreement shall
inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and assigns.

         11. This Letter Agreement constitutes the entire agreement between the
Finder and the Company with respect to the subject matter hereof. No provision
hereof shall be deemed waived, amended or modified by either party unless such
waiver, amendment or modification shall be in writing and signed by a duly
authorized representative of the party against whom the waiver, amendment or
modification is sought to be enforced.

         12. This Letter Agreement will automatically terminate and be of no
further force and effect upon the earliest to occur of (a) the unconditional
closing of the Acquisition of the Target by the Company and payment by the
Company of the Finder's fee described in Section 1 hereof, (b) the mutual
written agreement of the Company on the one hand and the Finder on the other
hand and (c) December 31, 2005. Notwithstanding the foregoing, the provisions
contained in paragraphs 5, 7 and 8 hereof shall survive the termination of this
Letter Agreement.

         13. The validity and interpretation of this Letter Agreement shall be
governed by the laws of the State of New York applicable to contracts made and
to be fully performed in such State.



                                       3
<PAGE>



         Please confirm your agreement with the foregoing by signing the
enclosed copy of this Letter Agreement and returning it to us.

                                                        Very truly yours,

                                                        JAG MEDIA HOLDINGS, INC.



                                                    By: /s/ Gary Valinoti
                                                        ----------------------
                                                        Name:  Gary Valinoti
                                                        Title:  President & CEO


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

FLOW CAPITAL ADVISORS, INC.



By: /s/ Albert Auer
    ---------------
    Name:  Albert Auer
    Title:  President


                                       4