EX-10.1



 


JAG MEDIA HOLDINGS,
INC.

6865 S.W. 18th Street, Suite B13

Boca Raton, FL 33433



May 18, 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 and May 11, 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 Automatic Termination Date of May 18, 2007 set forth in the first
sentence of paragraph 9 of the Merger Agreement Amendment is hereby changed to
June 15, 2007.


2.     Contemporaneously with the execution of this agreement, Cryptometrics shall
pay $167,659.84 in additional transaction costs, which amount shall be paid on
behalf of JAG Media, to the relevant legal and accounting firms providing
services to JAG Media in connection with the transaction. Such payments shall
be made by Cryptometrics via wire transfer directly to such parties, in
accordance with wire transfer instructions to be provided by JAG Media.


3.     Cryptometrics also agrees to pay on behalf of JAG Media up to $150,000 of
various remaining transaction costs, not covered by the payments in paragraph 2
above, incurred prior to any termination of the Merger Agreement, required to
close the transaction as and when those payments become due and payable, which
costs are currently estimated to be approximately $150,000.


4.     In consideration of the payments agreed to be made in paragraph 2 above, JAG
Media hereby grants (and shall, within five business days after payment of the
amounts in paragraph 2 above, cause to be granted by Pixaya (UK) Limited
(“Pixaya”)) to Cryptometrics a non-exclusive, royalty free, perpetual, with
rights of survivorship,







 


personal license to use all of its source codes and related design and
development documents and other intellectual property (excluding the SurvayaCam
and Pixaya names and marks) related to all of its current Pixaya products
including its Pixaya SurvayaCam product (collectively, the “Licensed Property”)
solely for the purpose of allowing Cryptometrics and its subsidiaries to
develop and exploit their own lines of products (“Licensed Products”) by
incorporating Licensed Property therein; but not for use in any stand-alone
product that competes directly with a current product of Pixaya other than
facial recognition, access control, critical infrastructure protection or
intelligent video analysis products/systems, and Cryptometrics and its
subsidiaries shall not disclose to any third party such source codes or any
other trade secret information included within the Licensed Property. Except
as expressly set forth in this paragraph 4, nothing herein contained shall be
construed as a grant of any rights or licenses to any JAG Media or Pixaya
technology or intellectual property. JAG Media, on behalf of itself and
Pixaya, disclaims any and all warranties, express or implied, including without
limitation any warranty of merchantability, fitness for any particular use or
purpose, or of non-infringement of any third party rights. Cryptometrics shall
indemnify, defend and hold harmless JAG Media, Pixaya and their respective
officers, directors, employees and representatives, of and from any and all
claims and liability arising out of or in connection with the commercialization
of any Licensed Product or use pursuant to this paragraph 4 of any Licensed
Property. JAG Media represents and warrants to CryptoMetrics that Pixaya is its
wholly owned subsidiary and that JAG Media has the power to cause it to grant
the license referred to herein.


5.     If the Merger Agreement is terminated by JAG Media or Cornell Capital for
any reason, JAG Media shall issue to Cryptometrics 500,000 shares of Parent
Common Stock (in addition to the 500,000 shares previously agreed upon in the
amendment to the Merger Agreement dated January 24, 2007), Notwithstanding the
foregoing, if Cryptometrics fails to pay any amounts pursuant to paragraph 3
above and/or if the S-4 registration statement is declared effective and
Cryptometrics fails to close the transaction and file the certificate of merger
by the Automatic Termination Date then in effect, Cryptometrics shall not be
entitled to receive the 500,000 shares of Parent Common Stock referenced above.


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]









 

	 	 	 	 	 	 	 	 	 
	Sincerely yours,
	 	AGREED AND
ACCEPTED:
	JAG
MEDIA HOLDINGS, INC.
  
	 	CRYPTOMETRICS
ACQUISITION, INC.
	 	 	 	 	 	 	 	 	 
	By: /s/ Thomas J. Mazzarisi

Name: Thomas J. Mazzarisi

Title: Chairman & CEO

Date: May 18, 2007
	By: /s/ Thomas J. Mazzarisi

Name: Thomas J. Mazzarisi

Title: President

Date: May 18, 2007

	 	 	 	 	 	 	 	 	 
	AGREED
AND ACCEPTED: 
	 	The undersigned
is signing this
	CRYPTOMETRICS,
INC.
	 	agreement
solely in its capacity as
	 
	 	“Escrow
Agent“ pursuant to the
	 
	 	provisions of
paragraph 10
	
	 	of the Merger
Agreement Amendment
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By: /s/ Robert Barra

Name: Robert Barra

Title: Co-CEO

Date: May 18, 2007
	KARLEN & STOLZAR, LLP

 

By: /s/ Michael I.Stolzar

Name: Michael I.Stolzar

Title: Partner

Dated: May 18, 2007
	 	 	 	 	 	 	 	 	 
	
	 	The undersigned
are signing this
	 
	 	agreement only with respect to their
	 
	 	obligations set forth
	/s/ Robert Barra
	 	in paragraph 12 of
the Merger

Agreement Amendment
	             Robert
Barra

    Dated: May 18, 2007 
	 	
	 	 	 	 	 	 	 	 	 
	
	/s/ Thomas J. Mazzarisi

Thomas J. Mazzarisi

Dated: May 18, 2007
	 
	 	 
	
	 	 		 
	By: /s/ Michael Vitale

Michael Vitale

Dated: May 18, 2007	By: /s/ Stephen J. Schoepfer

Stephen J. Schoepfer

Dated: May 18, 2007