EX-10.1



 





Exhibit 10.1




JAG Media Holdings, Inc.



6865 S.W. 18th Street, Suite B13



Boca Raton, FL 33433




April 2, 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 dated as of January 24, 2007, as amended (“Merger Agreement Amendment”)




Gentlemen:



This will confirm our understanding of an extension of the “Automatic Termination Date” by making
the following changes in the Merger Agreement Amendment, which have been authorized by the
directors of JAG Media, Cryptometrics Acquisition and Cryptometrics:



1.     The first sentence of paragraph 9 of the Merger Agreement Amendment is deleted in its entirety
and a new sentence is substituted in its place, which shall read, in full, as follows:



“If the Closing does not occur for any reason by April 20 2007 the Merger Agreement shall
automatically terminate, unless the parties agree otherwise in writing (ÒAutomatic Termination
DateÓ), being so authorized by their respective boards of directors.”



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.




 









 







Cryptometrics, Inc.

April 2, 2007

Page -2-



 





	 	 	 	 	 
	Sincerely yours,

JAG MEDIA HOLDINGS, INC. 

 	 	 
	By:  	/s/ Thomas J. Mazzarisi
 	 	 
	 	Name:  	Thomas J. Mazzarisi 	 	 
	 	Title:  	Chairman & CEO 	 	 
	 	Date:  	April 2, 2007 	 	 
	 



	 	 	 	 	 
	

AGREED AND ACCEPTED: 

CRYPTOMETRICS, INC. 

 	 	 
	By:  	/s/ Robert Barra
 	 	 
	 	Name:  	Robert Barra            	 	 
	 	Title:  	Co-CEO 	 	 
	 	Date:  	April 4, 2007            	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Robert Barra
 	 	 
	Robert Barra       	 	 
	Dated:  April 4, 2007 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Michael Vitale
 	 	 
	Michael Vitale 	 	 
	Dated:  April 4, 2007 	 	 
	 





	 	 	 	 	 
	AGREED AND ACCEPTED:

CRYPTOMETRICS ACQUISITION, INC.

 	 	 
	By:  	/s/ Thomas J. Mazzarisi
 	 	 
	 	Name:  	Thomas J. Mazzarisi 	 	 
	 	Title:  	President 	 	 
	 	Date:  	April 2, 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 Stolzar
 	 	 
	 	Name:  	Michael I. Stolzar 	 	 
	 	Title:  	Partner 	 	 
	 	Date:  	April 2, 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: April 2, 2007 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Stephen J. Schoepfer
 	 	 
	Stephen J. Schoepfer 	 	 
	Dated: April 2, 2007