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                                  EXHIBIT 10.46


                 STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT




Dear Ms McLean

This letter constitutes your contract of employment and incorporates a statement
of the applicable terms and conditions in accordance with the requirements of
section 1 of the Employment Rights Act 1996.

1.    PARTICULARS OF COMPANY AND EMPLOYEE

      1.1    TComm (UK) Limited of 20-22 Bedford Row, London WC1R 4JS (the
             "Company").

      1.2    Joanne McLean of 2 Suffolk Street, Batley, West Yorkshire, WF17 7RZ
             (the "Employee").

2.    COMMENCEMENT AND TERM

      2.1    Your employment will commence on 24th November 2004 and will
             continue unless terminated by either party in accordance with the
             terms of this Agreement for a fixed term of three years provided
             that the term shall be extended automatically by one year on each
             anniversary of this date unless terminated by either party.

      2.2    Your period of continuous employment will begin on 24th November
             2004. No employment with a previous Company counts as part of your
             continuous employment with the Company.

      2.3    You agree that if your employment is not renewed on the expiry of
             the fixed period of three years or any renewal or extension of this
             period, you shall have no entitlement to statutory redundancy pay.

3.    JOB TITLE AND PLACE OF WORK

      3.1    You are employed as a part-time Administrator. Your duties shall
             include wages, finance, administration, secretarial work and the
             general management of the day to day office needs of the Company.
             You may be required to carry out additional or other duties as
             necessary to meet the needs of the business.

      3.2    Your place of work is at 33, Prince Street, Batley or any other
             premises within reasonable travelling distance of Batley, West
             Yorkshire belonging to the Company.

      3.3    You will report to the Managing Director.

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      3.4    You will not be required to work outside the UK for a period of
             more than [one] month in any calendar year without your prior
             consent.

      3.5    You must not work for anyone else whilst employed by the Company.

4.    SALARY

      4.1    Your basic salary is (pound)12,000 per annum for the first six
             months of your employment which shall be paid pro-rata and in
             arrears in equal monthly instalments on or about the first day of
             each month directly into your account.

      4.2    Your basic salary for the second period of six months and
             thereafter for the remaining term of your employment shall be
             (pound)14,000 per annum payable in arrears as provided in clause
             4.1 above. The Company shall review your salary on the first
             anniversary of your employment and at six-monthly intervals
             thereafter for the remaining term of your employment, but shall be
             under no obligation to increase your salary save as set out in this
             clause 4.2.

      4.3    The Company shall be entitled to deduct from your salary or other
             payments due to you any money which you owe the Company at any
             time.

      4.4    You will be eligible to participate in the Company's discretionary
             bonus scheme. The award of any bonus and its amount will be at the
             Company's discretion and will be paid once each year in such month
             as the Company shall announce and will only be paid to those in
             employment and not under notice on the payment date. The Company
             shall be entitled to terminate any bonus scheme put in place at any
             time upon one month's written notice.

      4.5    You shall be eligible to participate in the JAG Media Holdings,
             Inc. stock option scheme. Membership of the scheme shall be in
             accordance with the rules of the scheme (a copy of which shall be
             provided to you) and the vesting schedule and exercise prices
             applicable to you are set out in the Annex to this letter.

5.    HOURS OF WORK AND OFFICE RULES

      5.1    Your normal hours of work are 9:00 am to 5:00 pm on Tuesday,
             Wednesday and Thursday with a one-hour break for lunch.

      5.2    You are required at all times to comply with the office rules and
             procedures from time to time laid down by the Company and notified
             to you.

6.    HOLIDAY ENTITLEMENT

      6.1    You are entitled to the usual public holidays, together with 25
             working days' in each complete year of your employment, at times to
             be agreed in advance with the Company and shall be paid at the
             basic rate of salary as set out in clauses 4.1 and 4.2 as
             appropriate in respect of all holidays taken.

      6.2    Holiday entitlement for each year of employment must be taken in
             that year and cannot be carried forward. Any outstanding
             entitlement at the end of the relevant year shall be forfeited.

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7.    INCAPACITY FOR WORK

      7.1    If you are absent from work for any reason you must notify the
             Managing Director as soon as possible on the first day of absence.
             A doctor's certificate must be obtained for any period of
             incapacity due to sickness or injury of more than seven days
             (including weekends) and a further certificate in respect of any
             further period of incapacity of seven days. In all cases a
             self-certification form must be completed on your return to work.
             Your qualifying days for statutory sick pay purposes are Monday to
             Friday.

      7.2    If you are absent from work due to sickness or injury and comply
             with the requirements in clause 7.1 regarding notification you will
             be paid for up to a maximum period of 12 months. For the first six
             months of absence, you shall be entitled to full basic salary (as
             provided in clauses 4.1 and 4.2) and for the subsequent six months
             of absence you shall be entitled to half of basic salary. Social
             Security benefits must be claimed where appropriate and any
             benefits received must be declared to the Company. The Company
             reserves the right to deduct an amount equivalent to any benefits
             due to you from any salary paid to you while absent through illness
             or injury.

      7.3    If you are unable to perform your duties by reason of sickness or
             injury for a period of 24 weeks or more in any 12 month period, the
             Company shall be entitled to terminate your employment upon written
             notice of not less than six months.

8.    NOTICE OF TERMINATION

      8.1    Either party may terminate your employment by one calendar month's
             prior written notice. The Company reserves the right to make a
             payment to you upon termination of your employment of basic salary
             in lieu of notice. This payment will be subject to appropriate
             statutory deductions at source.

      8.2    The Company may terminate your employment by notice in writing, but
             with immediate effect, if you shall have committed a serious breach
             or (after a warning in writing) any repeated or any continued
             material breach of your obligations to the Company or shall have
             been guilty of any act of dishonesty or any serious misconduct.

      8.3    If, during the first 12 months of your employment, the Company is
             to be wound up or is to cease to trade in the United Kingdom for
             any reason, the Company reserves the right to terminate your
             employment and make you a payment in lieu of notice equal to three
             month's basic salary. In addition, the Company shall pay you a
             further sum which shall be either (a) a sum equivalent to three
             month's basic salary or (b) a sum equivalent to your unpaid basic
             salary for the remaining portion of the first year of your
             employment, which ever is the greater.

      8.4    All payments made pursuant to this clause 8 shall be subject to
             deductions for income tax and national insurance contributions as
             appropriate.



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9.    CONFIDENTIALITY

      9.1    All matters relating to your employment with the Company and the
             Company's affairs must be kept strictly confidential both during
             and after your employment. Any breach of this requirement during
             your employment may result in summary dismissal for gross
             misconduct. You must never use or disclose for any purpose
             information about the Company which you obtain as a result of your
             employment.

      9.2    By signing this agreement you agree that the Company may use
             information about you which you may provide to the Company or which
             it may acquire during the course of your employment provided such
             use is in accordance with the Data Protection Act 1998. You also
             agree that information held by the Company about you may be
             transferred to any third party located outside the United Kingdom.

10.   RESTRICTIONS ON COMPETITION


      You shall not, for the first three months after the end of your
      employment, either on your own account or on behalf of any other legal
      person, and in competition with the Company, directly or indirectly
      engage or be concerned with or employed in, any trade or business
      competitive with that carried on by the Company.

11.   PENSION ARRANGEMENTS

      11.1   There are no pension arrangements for your employment with the
             Company but without incurring any obligation to do so, the Company
             shall review the feasibility of providing pension benefits from
             time to time and will notify you of any change in the situation
             accordingly.

      11.2   A Contracting Out Certificate under the Pension Schemes Act 1993
             has not been issued in respect of your employment.

12.   EXPENSES

      The Company shall reimburse you for reasonable and authorised
      out-of-pocket expenses as shall be reasonably and properly incurred by
      you in the course of the discharging of your duties upon your
      submitting to the Company satisfactory information and evidence of the
      same, including without limitation, original receipts and provided that
      in any 12 month period you shall not incur out-of-pocket expenses in
      excess of (pound)100.00 on a single occasion or in excess of
      (pound)1,000 in aggregate without prior written approval of the
      Managing Director.

13.   GRIEVANCE PROCEDURE

      If you wish to seek redress of any grievance relating to your
      employment you should, in the first instance discuss the matter with
      the Managing Director. For further details on the Company's grievance
      procedure, refer to the Staff Handbook, a copy of which has been given
      to you.



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14.   DISCIPLINARY RULES AND PROCEDURES


      Details of the disciplinary rules and procedures are contained in the
      Staff Handbook, a copy of which has been given to you. The disciplinary
      rules and procedures do not form part of your contract of employment.

15.   COLLECTIVE AGREEMENTS


      There is no collective agreement which directly affects your employment.


The enclosed copy of this contract must be signed and returned to the Managing
Director as evidence of your agreement to its terms.





Yours sincerely





For and on behalf of TComm (UK) Limited





I agree to the above





Signed.../s/ Joanne McLean......................................................


Dated...November 24, 2004.......................................................

JOANNE MCLEAN



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                                      ANNEX



                          STOCK OPTION VESTING SCHEDULE





You shall be granted an option to purchase 40,000 shares of JAG Media Holdings,
Inc. common stock, which shall be issued pursuant to the long-term incentive
plan of JAG Media Holdings, Inc. The option shall have the following vesting
schedule and exercise prices:


VESTING DATE                             # OF SHARES             EXERCISE PRICE
------------                             -----------             --------------

1st Day of Month 13                         10,000                  US$0.50

1st Day of Month 19                         10,000                  US$0.50

1st Day of Month 25                         10,000                  US$0.75

1st Day of Month 31                         10,000                  US$1.00




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