<PAGE>

EXHIBIT 10.12

                              [LETTERHEAD OF JAGFN]


December 14, 2000

Thomas J. Mazzarisi
9829 Arbor Oaks Lane, #206
Boca Raton, FL  33428

Dear Tom:

This letter will set forth our agreement relating to your continued employment
with JagNotes.com Inc. ("Company") and the Company's Webcast subsidiary, JAGfn
Broadband LLC, or any successor entity ("Webcast Subsidiary").

1.       Term. This letter will govern the principal terms and conditions of
         your employment from November 1, 2000 until October 31, 2003 (the
         "Term"), and the termination thereof that occurs during, and in certain
         cases as specified below, upon or following the expiration of the Term.

2.       Positions; Duties. You will be employed by the Company as Executive
         Vice President & General Counsel. You will also serve as a member of
         the board of managers and Executive Vice President & General Counsel of
         our Webcast Subsidiary and as a member of the board of directors (or
         other management body) of the Latin American Subsidiary (as hereinafter
         defined), if and when that subsidiary is established by the Company or
         the Webcast Subsidiary. The foregoing executive and board positions are
         referred to collectively as the "Executive Positions." You may at any
         time, while continuing to serve in your other Executive Positions,
         resign your position as General Counsel of the Company and/or the
         Webcast Subsidiary without invalidating this agreement or affecting
         your compensation, stock options or any of your rights under this
         agreement. You will report to the Chief Executive Officer of the
         Company and/or the Board of Directors of the Company, and will perform
         such reasonable duties as may be assigned to you. Your duties will
         include overseeing executive matters of the Company, the Webcast
         Subsidiary, the Latin American Subsidiary, as well as all legal matters
         of the Company and its subsidiaries. You agree to use your best efforts
         to perform your duties faithfully, to devote all of your working time,
         attention and energies to the business of the Company, and while you
         remain employed with the Company, you will not engage in any other
         business activity that is in conflict with your duties and obligations
         to the Company.

<PAGE>

3.       Base Salary. You will be paid a base salary at an annual rate as
         follows, payable in accordance with the normal payroll practices
         established by the Company:

                  November 1, 2000 - October 31, 2001 ("Year 1") - $150,000
                  November 1, 2001 - October 31, 2002 ("Year 2") - $175,000
                  November 1, 2002 - October 31, 2003 ("Year 3") - $200,000

4.       Annual Bonus. For each calendar year that ends during the Term, you
         will be entitled to such bonus as determined by the Company in its
         discretion ("Annual Bonus"), provided that your bonus for each such
         year shall be no less than $25,000 (the "Minimum Bonus"). The Annual
         Bonus or Minimum Bonus will be paid on the first business day of the
         following January, with the first of such bonuses to be paid on the
         first business day of January 2001. You may, in your discretion, defer
         your Annual Bonus and/or Minimum Bonus from time to time (and for such
         periods of time) as you may determine without waiving your right to
         such accrued bonus or any subsequent bonus.

5.       Benefits. The Company will, at all times throughout the Term, provide
         you with health insurance coverage no less favorable than the health
         insurance coverage currently provided by the Company to its employees
         through Oxford Health Insurance, as well as such other fringe benefits
         and insurance coverages as it may establish for similarly situated
         employees.

6.       Stock Options. You are hereby granted options to purchase shares of
         JagNotes.com Inc. common stock, as more particularly set forth in the
         three (3) Option Grant Certificates contained in Annex 1 to this
         agreement. The options are granted pursuant to the Company's 1999
         Long-Term Incentive Plan (the "Plan"), and shall be subject to the
         terms thereof. You shall at all times during the Term have the right to
         exercise your options (in whole or in part) in a broker-assisted
         cashless transaction. To facilitate this process, the Company shall
         maintain its current cashless exercise program with Salomon Smith
         Barney for your benefit.

7.       Subsidiary Ownership Interests. (a) You are hereby granted a 5%
         ownership interest in the Webcast Subsidiary, which interest shall not
         be subject to dilution of any kind. Should there subsequently occur any
         transaction or series of related transactions in which additional units
         or interests are issued (or securities exchangeable, convertible or
         exercisable for or into units or interests), you will be granted such
         additional units or interests as may be necessary to maintain your 5%
         ownership interest. Simultaneous with the execution of this agreement,
         you and the Webcast Subsidiary shall enter into an amended and restated
         Operating Agreement, and execute such other agreements and documents as
         are necessary or desirable to establish properly your ownership
         interest in the Webcast Subsidiary.

         (b) In addition, you will be granted a 5% ownership interest in the
         Company's (or Webcast Subsidiary's) subsidiary for its Latin America
         operations, if and when such subsidiary is established ("Latin America
         Subsidiary"), which interest shall not be subject to dilution of any
         kind. Should there subsequently occur any transaction or series of
         related transactions in which additional units or interests are issued
         (or securities exchangeable, convertible or exercisable for or into
         units or interests), you will be granted such additional units or
         interests as may be necessary to maintain your 5% ownership interest.
         Upon the establishment of the Latin America Subsidiary, you and the
         Latin America Subsidiary shall execute such agreements and documents as
         are necessary or desirable to establish properly your ownership
         interest in the Latin America Subsidiary.


                                                                               2
<PAGE>

8.       Executive Equipment & Company Credit Card. To assist you in rendering
         your duties in a more efficient and productive manner the Company shall
         provide you (at the Company's sole cost and expense) a laptop computer,
         portable color printer, digital mobile telephone (and related account),
         personal digital assistant, portable digital dictation device, and such
         other equipment, accessories and software as you may require from time
         to time ("Executive Equipment"). The Executive Equipment shall be
         provided for your exclusive use throughout the Term and shall be
         upgraded once during the Term at your discretion, except for software,
         which shall be upgraded as and when the software publishers issue
         upgrades. You shall also be provided a Company credit card for use by
         you in connection with Company travel, entertainment and other Company
         matters.

9.       Boca Raton Office. During the Term, and any renewal term (s), you shall
         be assigned to the Company's current offices at 1200 N. Federal
         Highway, Suite 200, Boca Raton, Florida ("Boca Raton Office") and the
         Company may not require you to work from any other location, without
         your prior written consent. You shall at all times during the Term be
         provided an executive assistant of your choosing in the Boca Raton
         Office, who shall (a) work exclusively for you, (b) be paid a salary
         and other compensation determined by you, and (c) be provided a
         separate office and equipment in the Boca Raton Office.

10.      Vacation. For each calendar year of the Term you shall be entitled to
         five (5) weeks paid vacation, which (a) shall fully accrue on January
         1st of each year of the Term and (b) you may take at your discretion.
         You may accrue and carry forward up to three (3) weeks of unused
         vacation time during any calendar year to the following calendar year.
         Upon (x) your removal from any of the Executive Positions "without
         cause," (y) your resignation from any of the Executive Positions for
         "good reason" or (z) the expiration of the Term, you shall receive a
         lump sum cash payment for all accrued and unused vacation time computed
         at your then current salary rate.

11.      Termination. (a) You are free to resign from the Company at any time,
         and the Company is free to terminate your employment at any time. Upon
         any such termination or resignation, you will be entitled to any
         amounts earned and accrued but not yet paid. In addition, if you resign
         for "good reason", or if the Company or Webcast Subsidiary terminates
         your employment "without cause", you will be entitled to the following
         severance payments and benefits: (i) continued medical and life
         insurance coverage for a period equal to the greater of one year or the
         number of years and fractions thereof between the date of such
         termination and the end of the Term (the "Severance Period"), (ii) a
         lump sum cash payment equal to your highest rate of annual base salary
         in effect during the Term multiplied by the Severance Period, (iii) a
         lump sum cash payment equal to the Severance Period, which, if not a
         whole number, shall be rounded up to the nearest whole number,
         multiplied by the greater of the Minimum Bonus or the highest Annual
         Bonus previously paid to you during the Term, (iv) a lump sum cash
         payment equal to the number of accrued and unused vacation days
         calculated at your then current salary rate and (v) accelerated vesting
         of all your outstanding stock options. Such cash payments will be made
         within 10 days of your termination of employment, and shall not be
         subject to offset for amounts earned by you in respect of any
         subsequent employment, nor shall you be required to seek any such
         subsequent employment.


                                                                               3
<PAGE>

         (b) For purposes of this paragraph 11, your employment will be treated
         as having been terminated by the Company or the Webcast Subsidiary
         "without cause" if the Company or the Webcast Subsidiary initiates your
         termination of employment during the Term or upon the expiration of the
         Term, other than by reason of (i) your material dishonesty, (ii) your
         material failure, refusal or neglect to perform your job functions
         (other than by reason of a disability described below) that continues
         after you have been provided adequate and specific written notice
         thereof, (iii) your material breach of a Company or Webcast Subsidiary
         policy that either cannot be cured or is not cured after adequate and
         specific written notice thereof, (iv) your conviction of a felony; (v)
         your willful unauthorized disclosure of confidential information that
         is likely to result in material harm to the Company or the Webcast
         Subsidiary, or (vi) your inability, by reason of a physical or mental
         impairment, to substantially perform your job functions for a period of
         six (6) consecutive months.

         (c) For purposes of this paragraph 11, you will be treated as having
         resigned for "good reason" if you resign (i) following any material
         breach by the Company or the Webcast Subsidiary of its obligations
         under this letter that continues after you have provided adequate and
         specific written notice thereof, (ii) in connection with any proposed
         or actual relocation of the Company's or Webcast Subsidiary's
         headquarters from its current New York City location or the Company's
         and Webcast Subsidiary's Florida office from the current Boca Raton
         Office, or any requirement that you work from an office other than the
         Boca Raton Office (iii) within the one year period following (x) a
         change in control (as defined in the Plan) with respect to the Company
         or a change in control (as defined below) with respect to the Webcast
         Subsidiary that occurs during the Term or (y) your removal from any of
         the Executive Positions or (z) your removal from any other executive or
         board position you currently or may hereafter hold for the Company, the
         Webcast Subsidiary or any of their subsidiaries, whether or not such
         resignation occurs during the Term, or (iv) upon expiration of the
         Term, if the Company and the Webcast Subsidiary have failed to offer
         you continued employment on terms at least as favorable to you as those
         set forth in this agreement. With respect to the Webcast Subsidiary, a
         "change in control" shall mean any transaction whereby, after giving
         effect to such transaction, the beneficial owners of the Webcast
         Subsidiary's voting securities (or interest) prior to such transaction
         cease to beneficially own, either singly or in the aggregate, at least
         60% of the voting power of the Webcast Subsidiary or any successor to
         substantially all of the business or assets of the Webcast Subsidiary.


                                                                               4
<PAGE>

12.      Certain Taxes. The Company will pay to you an amount that, on an
         after-tax basis (including federal income, excise and social security
         taxes, and state and local income taxes), equals any excise tax that is
         determined to be payable by you pursuant to Section 4999 of the
         Internal Revenue Code of 1986, as amended (the "Code") (and any
         interest or penalties related to the imposition of such excise tax), by
         reason of entitlements under this letter (including this paragraph 12)
         , as well as entitlements outside of this letter that are described in
         Section 280G(b)(2)(A)(i) of the Code. For purposes of this paragraph
         12, you shall be deemed to pay federal, state and local income taxes at
         the highest marginal rate of taxation. The determination as to the
         amount payable pursuant to this paragraph 12 shall be made by such
         nationally recognized consulting or accounting firm as may be agreed to
         by the parties.

13.      Withholding. The Company shall have the right to withhold from any
         amount payable hereunder an amount necessary in order for the Company
         to satisfy any withholding tax obligation it may have under applicable
         law.

14.      Company Policies. You agree to abide by the Company's policies as may
         be implemented from time to time, including the Company's Policy and
         Procedures regarding Securities Transactions and Personal Conduct,
         Ethics and Business Transactions, a copy of which is attached to this
         Agreement as Annex 2 and which shall be executed by you simultaneous
         with your execution of this agreement.

15.      Confidentiality. You agree that at no time (neither during nor after
         the Term) will you (i) use or disclose, or authorize any other person
         or entity to use or disclose, any information relating to the Company
         or its affiliates of a confidential nature (e.g., strategic plans,
         specifications for existing or future technology) other than as
         necessary to further the business objectives of the Company in
         accordance with the terms of your employment, or (ii) take or cause to
         be taken any action which disparages the Company or any of its
         personnel or is likely to expose the Company or any of its personnel to
         any material liability to any person.

16.      Governing Law. The terms of this letter agreement and the restricted
         stock grant letter, and any action arising thereunder, shall be
         governed by and construed in accordance with the domestic laws of the
         State of New York, without giving effect to any choice of law or
         conflict of law provision or rule (whether of the State of New York or
         any other jurisdiction) that would cause the application of the laws of
         any jurisdiction other than the State of New York.

                                    * * * *


                     [Signatures Appear On Following Page]


                                                                               5
<PAGE>

If the foregoing is acceptable to you, kindly sign and return to me one copy of
this letter.

Sincerely yours,
JAGNOTES.COM INC.                            AGREED TO AND ACCEPTED BY:



By: /s/ Gary Valinoti                        /s/ Thomas J. Mazzarisi
   -----------------------------------       -----------------------------------
   Name:  Gary Valinoti                      Thomas J. Mazzarisi
   Title: President & CEO

JAGfn BROADBAND LLC
Agrees to the foregoing terms and conditions
and to be jointly and severally liable for
any and all obligations of JagNotes.com Inc.

By:  /s/ Stephen J. Schoepfer
   -----------------------------------
   Name:  Stephen J. Schoepfer
   Title: President


                                                                               6
<PAGE>

                                    ANNEX 1
                                       to
                  Employment Agreement dated December 14, 2000
                                    Between
                   JagNotes.com Inc. and Thomas J. Mazzarisi


================================================================================




                           OPTION GRANT CERTIFICATES




================================================================================


                                                                               7
<PAGE>

                                JAGNOTES.COM INC
                         1999 LONG-TERM INCENTIVE PLAN

                          Option Grant Certificate #1

This Grant Certificate evidences the grant of an option pursuant to the
provisions of the 1999 Long-Term Incentive Plan (the "Plan") of JagNotes.com Inc
(the "Company") to the individual whose name appears below (the "Grantee"),
covering the specific number of shares of Common Stock of the Company ("Stock")
set forth below, pursuant to the provisions of the Plan and on the following
express terms and conditions:

1.       Name of Grantee:

                  Thomas J. Mazzarisi

2.       Number of shares of Stock of the Company which are subject to this
         option:

                  400,000 shares

3.       Exercise price of shares subject to this option:

                  $.25 per share

4.       Date of grant of this option:

                  December 14, 2000

5.       Vesting:

                  400,000 shares shall vest on December 14, 2000

6.       Termination date of this option:

                  The earlier of the tenth anniversary of the date of grant, or
                  the 90th day following termination of employment/services;
                  provided that during such 90 day period, the option will be
                  exercisable only to the extent it was vested as of the date of
                  such termination. Notwithstanding the foregoing, this option
                  shall terminate immediately if such termination is for cause,
                  as determined by the Committee.

The Grantee hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this option is subject to these terms and
provisions in all respects.

At any time when the Grantee wishes to exercise this option, in whole or in
part, the Grantee shall submit to the Company a written notice of exercise,
specifying the exercise date and the number of shares to be exercised. Upon
exercise, the Grantee shall remit to the Company the exercise price, plus an
amount sufficient to satisfy any withholding tax obligation of the Company that
arises in connection with such exercise.

JagNotes.com Inc.                            AGREED TO AND ACCEPTED BY:



By: /s/ Gary Valinoti                        /s/ Thomas  J. Mazzarisi
   -----------------------------------       -----------------------------------
   Name:  Gary Valinoti                      Thomas J. Mazzarisi
   Title: President & CEO


                                                                               8
<PAGE>

                                JAGNOTES.COM INC
                         1999 LONG-TERM INCENTIVE PLAN

                          Option Grant Certificate #2

This Grant Certificate evidences the grant of an option pursuant to the
provisions of the 1999 Long-Term Incentive Plan (the "Plan") of JagNotes.com Inc
(the "Company") to the individual whose name appears below (the "Grantee"),
covering the specific number of shares of Common Stock of the Company ("Stock")
set forth below, pursuant to the provisions of the Plan and on the following
express terms and conditions:

1.       Name of Grantee:

                  Thomas J. Mazzarisi

2.       Number of shares of Stock of the Company which are subject to this
         option:

                  250,000 shares

3.       Exercise price of shares subject to this option:

                  The greater of $.25 per share or 25% of the average closing
                  bid price for the 5 trading days immediately preceding the
                  date of grant of this option.

4.       Date of grant of this option:

                  December 14, 2000

5.       Vesting:

                  250,000 shares shall vest on January 1, 2001

6.       Termination date of this option:

                  The earlier of the tenth anniversary of the date of grant, or
                  the 90th day following termination of employment/services;
                  provided that during such 90 day period, the option will be
                  exercisable only to the extent it was vested as of the date of
                  such termination. Notwithstanding the foregoing, this option
                  shall terminate immediately if such termination is for cause,
                  as determined by the Committee.

The Grantee hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this option is subject to these terms and
provisions in all respects.

At any time when the Grantee wishes to exercise this option, in whole or in
part, the Grantee shall submit to the Company a written notice of exercise,
specifying the exercise date and the number of shares to be exercised. Upon
exercise, the Grantee shall remit to the Company the exercise price, plus an
amount sufficient to satisfy any withholding tax obligation of the Company that
arises in connection with such exercise.

JagNotes.com Inc.                            AGREED TO AND ACCEPTED BY:



By: /s/ Gary Valinoti                        /s/ Thomas  J. Mazzarisi
   -----------------------------------       -----------------------------------
   Name:  Gary Valinoti                      Thomas J. Mazzarisi
   Title: President & CEO


                                                                               9
<PAGE>

                                JAGNOTES.COM INC
                         1999 LONG-TERM INCENTIVE PLAN

                          Option Grant Certificate #3

This Grant Certificate evidences the grant of an option pursuant to the
provisions of the 1999 Long-Term Incentive Plan (the "Plan") of JagNotes.com Inc
(the "Company") to the individual whose name appears below (the "Grantee"),
covering the specific number of shares of Common Stock of the Company ("Stock")
set forth below, pursuant to the provisions of the Plan and on the following
express terms and conditions:

1.       Name of Grantee:

                  Thomas J. Mazzarisi

2.       Number of shares of Stock of the Company which are subject to this
         option:

                  250,000 shares

3.       Exercise price of shares subject to this option:

                  The greater of $.25 per share or 25% of the average closing
                  bid price for the 5 trading days immediately preceding the
                  date of grant of this option.

4.       Date of grant of this option:

                  December 14, 2000

5.       Vesting:

                  250,000 shares shall vest on June 1, 2001

6.       Termination date of this option:

                  The earlier of the tenth anniversary of the date of grant, or
                  the 90th day following termination of employment/services;
                  provided that during such 90 day period, the option will be
                  exercisable only to the extent it was vested as of the date of
                  such termination. Notwithstanding the foregoing, this option
                  shall terminate immediately if such termination is for cause,
                  as determined by the Committee.

The Grantee hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this option is subject to these terms and
provisions in all respects.

At any time when the Grantee wishes to exercise this option, in whole or in
part, the Grantee shall submit to the Company a written notice of exercise,
specifying the exercise date and the number of shares to be exercised. Upon
exercise, the Grantee shall remit to the Company the exercise price, plus an
amount sufficient to satisfy any withholding tax obligation of the Company that
arises in connection with such exercise.

JagNotes.com Inc.                            AGREED TO AND ACCEPTED BY:



By: /s/ Gary Valinoti                        /s/ Thomas  J. Mazzarisi
   -----------------------------------       -----------------------------------
   Name:  Gary Valinoti                      Thomas J. Mazzarisi
   Title: President & CEO


                                                                              10
<PAGE>

                                     ANNEX 2
                                       to
                    Employment Letter dated December 14, 2000
                                     between
                    JagNotes.com Inc. and Thomas J. Mazzarisi


================================================================================




                          Company Policy and Procedures

                                    Regarding

                             Securities Transactions

                                       And

               Personal Conduct, Ethics and Business Transactions




================================================================================


                                                                              11
<PAGE>

                               JagNotes.com Inc.

                  Acknowledgement of Receipt of Company Policy and Procedures

                  Enclosed is the Company's Policy and Procedures for Securities
         Transactions.

                  References in the enclosed documents to "the Company" include
         JagNotes.com Inc. and its subsidiaries.

                  Please read the enclosed carefully. Violation of the policies
         and procedures set forth in these materials could result in termination
         of your relationship with the Company or, in some cases, civil or
         criminal penalties. Once you have read the enclosed document, please
         sign below and return this form to the Company's General Counsel.

                  If you have any Questions about the enclosed policies, please
         contact:

                          Thomas J. Mazzarisi, Esq.
                          Executive Vice President
                           & General Counsel
                          JagNotes.com Inc.
                          1200 N. Federal Highway, Suite 200
                          Boca Raton, FL  33432
                          Tel. #: (561) 447-8248
                          Fax # : (561) 447-8249
                          E-mail: tmazzarisi@jagfn.com

                  I acknowledge that I have read and understand the policy and
procedures described above and I further agree to fully comply with all the
policies and procedures set forth therein.

                  Dated: December 14, 2000      Thomas J. Mazzarisi
                                                --------------------------------
                                                Print Name


                                                /s/ Thomas J. Mazzarisi
                                                --------------------------------
                                                Signature


                                                                              12
<PAGE>

                               JagNotes.com Inc.

                            ------------------------

               Policy and Procedures for Securities Transactions

                            ------------------------


         The policies and procedures set forth herein are established to foster
compliance with Federal securities laws and prevent any appearance of
impropriety by key personnel of the Company. Accordingly, these policies and
procedures apply to all officers, directors and employees of the Company, as
well as to certain consultants to the Company.

         In addition, such policies and procedures apply to all securities
accounts and trading by the spouse, minor children or household relatives of,
and all securities accounts and trading which can be controlled or influenced
by, any of the foregoing individuals.

I.       SECURITIES TRANSACTIONS IN THE COMPANY'S SHARES

         A.       Prohibition against Short Sales

                  Short sales of the Company's shares are prohibited.

         B.       Prohibitions Against Insider Trading

              1.  General Rules

                  1.1      Under Rule 10b-5, a director, officer, employee or
                           consultant who is aware of material information
                           relating to the Company which has not been publicly
                           disclosed is prohibited from trading in the Company's
                           securities, or directly or indirectly disclosing such
                           information to any person so that such person may
                           trade in the Company's securities. The prohibition
                           against insider trading extends to giving casual
                           "tips" to friends, relatives and others. Both the
                           "tipper" and his "tippee" can be held liable if
                           trades result from such unauthorized disclosures. In
                           a few instances, disclosures made in casual
                           conversation during a golf game or cocktail party
                           have resulted in liability, so caution is advised.
                           Insider trading and the "tipping" of material
                           non-public information may also compel the Company to
                           disclose certain matters prematurely, such as pending
                           negotiations, that are not yet ripe for disclosure.


                                                                              13
<PAGE>

                  1.2      It is difficult to describe exhaustively what
                           constitutes material information, but the term
                           generally includes any information -- positive or
                           negative -- which if disclosed might have an effect
                           on the market price of the Company's securities or
                           might be of significance to an investor in
                           determining whether to purchase, sell, or hold such
                           securities. Information may be significant for this
                           purpose even if alone it would not determine the
                           investor's decision. Examples of material information
                           include a potential business acquisition, earnings
                           results, internal financial information which departs
                           in any way from what the market would expect,
                           important "product" developments, the acquisition or
                           loss of a major contract or an important financing
                           transaction. Obviously this is not an exhaustive
                           list, and other types of information may be deemed
                           material at particular times.

                  1.3      Information is generally considered public when it
                           has been distributed in a manner designed to make the
                           information accessible to the investing public at
                           large. Distribution through wire services and normal
                           business news channels is usually sufficient.
                           Material information should not be considered public
                           until the market has had a chance to absorb it -- a
                           process that can take several days if the matter
                           disclosed is complex or the information is not widely
                           distributed.

              2.  Consequences of Insider Trading

                  2.1      The consequences of insider trading are serious. They
                           include civil suits for rescission or damages by
                           private parties and SEC civil and criminal
                           enforcement actions.

                  2.2      The SEC may also bring an action in federal court to
                           impose a civil penalty against a person who
                           "controlled" the violating person, if the
                           "controlling person" knew or recklessly disregarded
                           the fact that a controlled person (e.g., an employee
                           of the Company) was likely to engage in insider
                           trading and failed to take action to prevent the
                           violation. The term "controlling person" in this
                           context means the Company and any person with power
                           to influence or control the direction or management,
                           policies or activities of another person, and
                           arguably includes directors and officers of the
                           Company.

                  2.3      A person who engages in insider trading may be
                           penalized up to three times the profit gained or loss
                           avoided, in addition to being required to disgorge
                           all wrongfully obtained profits. Controlling persons
                           may be penalized up to the greater of $1,000,000 or
                           three times the amount of profit gained or loss
                           avoided as a result of a director's, officer's or
                           employee's insider trading violation, except that in
                           the case of "tipping" the maximum penalty is the
                           profit gained or loss avoided by the "tippee." Good
                           faith is not a defense if the controlling person knew
                           or had reason to know that a director, officer or
                           employee was engaging in insider trading (or acted
                           with reckless disregard) and failed to take
                           appropriate action. The SEC has up to five years from
                           the date of the purchase or sale to bring an action
                           against a controlling person.

         C.       Additional Restrictions on Sales by Certain Persons - Rule 144

              1.  The Securities Act of 1933 generally deals with the offering
                  and sale of securities by issuers and certain persons related
                  to the issuer and prohibits sales of securities by
                  "affiliates" (generally, persons who "control" an issuer)
                  without registration under the 1933 Act unless an exemption is
                  available. As a practical matter, these affiliates are treated
                  for these purposes as if they were the issuer itself and must,
                  in the absence of an exemption, register any sale of the
                  issuer's securities -- even if they bought the securities on
                  the open market or in a registered transaction.


                                                                              14
<PAGE>

              2.  Rule 144 under the 1933 Act exempts affiliates from the
                  registration requirements of the 1933 Act in connection with
                  their sale of shares if the requirements of Rule 144 are met.
                  The Rule 144 requirements for an affiliate's sale to be exempt
                  from registration include: (i) there must be adequate
                  information about the Company in the public market, (ii) the
                  sales must be normal broker transactions or made directly to a
                  "market-maker," (iii) the volume of shares sold in any
                  three-month period may not exceed 1 percent of the Company's
                  outstanding shares, or, if higher, the average weekly reported
                  trading volume for the Company's shares for the preceding four
                  calendar weeks, and (iv) the selling stockholder must file
                  Form 144 with the SEC (three copies) at the time the order is
                  placed with the broker, unless no more than 500 shares having
                  an aggregate market value of not more than $10,000 are being
                  sold in any three-month period. For purposes of these quantity
                  limits, certain sales (such as those of certain close
                  relatives or of any other person selling in concert, as well
                  donees or pledges in certain cases) are aggregated with the
                  sales of an affiliate.

              3.  The 1933 Act also imposes restrictions on the sale of
                  securities purchased from an issuer or an affiliate of the
                  issuer with a view to distribution, including securities
                  purchased from an issuer or an affiliate in a chain of
                  transactions not involving a registered public offering. These
                  securities are "restricted securities" and may not be sold
                  unless the securities are registered under the Securities Act
                  for sale or an exemption from registration can be claimed.
                  Rule 144 establishes a safe harbor for the sale of restricted
                  securities if certain conditions are met. Rule 144 requires
                  that persons seeking to sell restricted securities must have
                  held the securities before a sale for at least one year from
                  the acquisition from the Company or an affiliate. The Rule
                  allows for "tacking" some holding periods. After one year, the
                  holder is permitted to sell restricted securities without
                  filing a registration statement covering the securities to be
                  sold if the requirements described in C.2 (i)-(iv) above have
                  been met. After holding the securities for two years, persons
                  who are not deemed "affiliates" may sell their shares without
                  restriction.

         D.       Ownership of the Company's Shares

              1.  Employees, Officers and Directors are encouraged to invest in
                  the Company. Nevertheless, any purchase or sale of the
                  Company's shares must be cleared in advance by the Company's
                  General Counsel. Requests for trades must be in writing or via
                  e-mail and no trades may be effected unless or until the
                  General Counsel has approved it in writing or by e-mail. A
                  transaction may only be effected within 5 business days from
                  such approval or such shorter period as may be specified by
                  the General Counsel when approving the transaction.


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<PAGE>

              2.  To avoid even an appearance of impropriety, you should not
                  engage in short-term trading in the Company's shares. Any
                  investment in the Company's shares must be held for at least
                  six months. In cases of special hardship, you may request (in
                  writing or via e-mail) a specific exemption from this policy
                  in writing from the General Counsel, whose decision must be in
                  writing (or delivered via e-mail) and shall be final and
                  conclusive.

         II.      SECURITIES TRANSACTIONS IN PUBLICLY TRADED SECURITIES OTHER
                  THAN THOSE OF THE COMPANY

         A.       Prohibited Investments

                  All investments in publicly traded securities (directly or
                  through puts, calls or other securities based thereon or
                  derivative thereof) are prohibited except as expressly
                  permitted below.

         B.       Permitted Securities Investments

              1.  Investments in privately held securities for which there is no
                  public market are permitted, but the Company's General Counsel
                  should be informed in writing (or via e-mail) of any such
                  holding or investment and further notified in advance of any
                  initial public offering of such an investment.

              2.  Investment in the following publicly traded securities is
                  permitted at all times:

                  (a)      United States Treasury securities and all other
                           government obligations issued by any country, state,
                           municipality or other political subdivision.

                  (b)      Investment-grade, non-convertible debt securities.

                  (c)      All broad based mutual funds or closed-end funds
                           available generally to the public.

                  (d)      All index-based securities (such as Standard and
                           Poor's 500, Major Markets, Value Line and Euro Top
                           100).

                  (e)      Foreign currencies and foreign currency options,
                           warrants, futures and futures options.


                                                                              16
<PAGE>

         C.       Special Requests

              1.  Any special requests for permission to make or continue any
                  investment upon becoming subject to these policies not
                  expressly permitted by these policies in light of special
                  circumstances or hardship that might be caused by liquidation
                  or failure to make such an investment shall be addressed in
                  writing (or via e-mail) to the General Counsel of the Company.
                  The General Counsel shall have the right, in his sole
                  discretion, to approve or disapprove any such investment or
                  divestiture and to impose any condition to any approval as he
                  may deem required.

              2.  The General Counsel shall also have the right to approve any
                  blind trust or alternative arrangement that protects the
                  Company's interests.

         D.       Compliance

              1.  At least annually, and at the Company's request, each person
                  subject to these policies will execute and submit an
                  acknowledgment of compliance with these policies for the
                  relevant period.

              2.  In the event that the Company, in its non-reviewable
                  discretion, determines that it is necessary or appropriate to
                  inspect the financial, tax, and/or accounting records of any
                  person to assure compliance with this policy, such person
                  shall provide the Company with any and all financial
                  information requested. The Company will make arrangements for
                  any such review to be done at the Company's expense by an
                  outside accounting or law firm under conditions which protect
                  the privacy of the person involved.

         III.     ADDITIONAL RESTRICTIONS

         The policies and procedures set forth herein are the Company's general
policies only. The Company reserves the right to adopt supplemental policies or
impose additional restrictions or requirements as the Company may deem necessary
or useful to effect the purposes of these policies and procedures.


                                                                              17
<PAGE>

                               JagNotes.com Inc.

                            ------------------------

       Policy with Respect to Personal Conduct and Integrity and Ethical
                               Business Practices

                            ------------------------

         The Company expects its personnel to meet a high standard of personal
         integrity and ethical business practices.

         You should not profit, directly or indirectly, from ideas or
         information learned or contacts developed in the course of employment
         with the Company, without prior disclosure to and approval by the
         Company's President. This includes not making any use of financial or
         other information learned during the course of your employment.

         You should generally not accept gifts or favors from business contacts,
         except trinkets of nominal value. This includes discounted merchandise
         or services not available to the general public. The acceptance of cash
         or its equivalent is strictly prohibited. The Company's President or
         his designee must approve any gift valued at $100 or more which cannot
         appropriately be refused.

         You should not participate in any outside activity that could or might
         appear to interfere with your objectivity or commitment to the Company,
         including

         o        accepting any employment outside the Company, even on personal
                  time, without prior approval by the President of the Company
                  or his designee;

         o        making any paid appearances without prior approval by the
                  President of the Company or his designee.

         You should not at any time during or after your employment with the
         Company communicate or disclose confidential information (information
         of a secret or confidential nature relating to the business of the
         Company or its affiliates) to any person, corporation or entity.

         You should retain only reputable firms and representatives to represent
         the Company and make sure they comply with both applicable law and
         Company policies.

         You should not hire, supervise or do any kind of Company business with
         relatives or friends without prior approval by the Company's President.

         You should not use Company resources (e.g., equipment, e-mail, Internet
         access, and telephones) or the Company's name (e.g., use of Company
         letterhead) in any way with respect to personal outside activities.
         This includes the use of Company time for outside activities.

         Your expense reports and all other business records must be promptly
         submitted, completely accurate and reflect only legitimate business
         expenses.

         You should only provide business entertainment and gifts that are
         ordinary, reasonable, and lawful. They must comply with the policies of
         the Company and also the customer/supplier. If gifts, entertainment,
         games and promotions violate customer/supplier policies or are offered
         to their employees, without the employer's permission, they can look
         like bribes. All gifts should be approved and properly reported.

         You should never offer or give bribes or kickbacks.

         You should not make contributions on behalf of the Company to political
         candidates or political parties. It may be against the law.


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