EX-10.2



 


JAG MEDIA HOLDINGS,
INC.

6865 S.W. 18th Street, Suite B13

Boca Raton, FL 33433



May 18, 2007



Cornell Capital Partners, LP

101 Hudson Street

Suite 3700

Jersey City, NJ 07302




	-and-	 	 



Cryptometrics, Inc.

73 Main Street

Tuckahoe, NY 10707



Re: Agreement dated as of
January 24, 2007 Among JAG Media Holdings, Inc.

        (“JAG
Media”), Cornell Capital Partners, L.P.
(“Cornell Capital”),

        Cryptometrics, Inc.,
Robert Barra and Michael Vitale, as amended (“Cornell

        Agreement”)


Gentlemen:



This will confirm our understanding regarding the following:


(1)    The automatic termination date of May 18, 2007, set forth in the last
sentence of paragraph 1 of the Cornell Agreement, is hereby changed to June 15,
2007.


(2)    Paragraph 10 of the Cornell Agreement is deleted in its entirety and is
replaced by a new paragraph 10, which shall read as follows:



		
	 	10.    Within thirty (30) days of the Effective Date, the Post-Merger
Company shall make all necessary filings with the U.S. Securities and
Exchange Commission (whether a new registration statement, or a post
effective amendment, or otherwise) to register for resale the shares of
common stock underlying the Debentures and the Warrants and have such
registration declared effective no later than sixty (60) days after
making the above-referenced filing.



(3)    Paragraph 7. E. of the Cornell Agreement is deleted in its entirety and is
replaced by a new paragraph 7. E., which shall read as follows:







 


E.     A new defined term entitled #Exercise Restriction Date# shall be added
to Section 1 (b) of the Warrants, each of which shall read as follows:


Warrant No. CCP-2




		
	 	     (xv) #Exercise Restriction Date# means September 30, 2007,
the first date upon which this Warrant may be exercised.



Warrant No CCP-3




		
	 	     (xv) #Exercise Restriction Date# means December 31, 2007,
the first date upon which this Warrant may be exercised.



Warrant No. CCP-4




		
	 	     (xv) #Exercise Restriction Date# means March 31, 2008, the
first date upon which this Warrant may be exercised.



Warrant No. CCP-5




		
	 	     (xv) #Exercise Restriction Date# means June 30, 2008, the
first date upon which this Warrant may be exercised.



All defined terms used in this agreement, which are not otherwise defined
herein shall have the meaning ascribed to them in the Cornell Agreement. Except
as otherwise set forth in this agreement, the Cornell 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 FOLLOWING PAGE]








 




Sincerely
yours,

JAG Media Holdings, Inc.


By: /s/ THOMAS J.
MAZZARISI                    



Name: Thomas J. Mazzarisi

Title: Chairman & CEO

Date: May 17, 2007



	 	 
	AGREED AND ACCEPTED:

Cornell Capital Partners, LP	The undersigned parties are signing
this
agreement only with respect to
the obligations in Paragraph 5 of
the
Cornell Agreement
	 	 
	By: Yorkville Advisors, LLC	

	Its: General Partner	 
	 	/s/  ROBERT
BARRA                  
	 	               Robert Barra
	 	         Date: May 18, 2007
	By: /s/  GERALD EICKE                                

      Gerald Eicke, Managing Partner

      Date: May 18, 2007	 
	 	/s/ MICHAEL VITALE                         

               Michael Vitale

         Date: May 18, 2007
	Cryptometrics, Inc.	 
	 	 
	By: /s/ ROBERT
BARRA                              

      Name: Robert Barra

      Title: Co-CEO

      Date: May 18, 2007