EX-10.2: FIFTH LETTER AGREEMENT

EX-10.2 3 y34984exv10w2.htm EX-10.2: FIFTH LETTER AGREEMENT EX-10.2

Exhibit 10.2

JAG Media Holdings, Inc.
6865 S.W. 18^th Street, Suite B13
Boca Raton, FL 33433

May 11, 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 that the automatic termination date of May 11, 2007, set forth in the last sentence of paragraph 1 of the Cornell Agreement, is hereby changed to May 18, 2007.

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]

Cornell Capital Partners, LP
May 11, 2007
Page -2-


Sincerely yours, JAG Media Holdings, Inc.

By:	/s/ Thomas J. Mazzarisi

	Name: Thomas J. Mazzarisi
	Title: Chairman & CEO
	Date: May 9, 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 10, 2007
By:	/s/ Mark Angelo

	Mark Angelo, Portfolio Manager
	Date: May 10, 2007	/s/ Michael Vitale

		Michael Vitale
		Date: May 10, 2007
Cryptometrics, Inc.

By:	/s/ Robert Barra

	Name: Robert Barra
	Title: Co-CEO
	Date: May 10, 2007