EX-10.1: FOURTH AMENDMENT

EX-10.1 2 y33948exv10w1.htm EX-10.1: FOURTH AMENDMENT EX-10.1

Exhibit 10.1

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

April 20, 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 and April 2, 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 April 20, 2007 set forth in the first sentence of paragraph 9 of the Merger Agreement Amendment is hereby changed to May 11, 2007.

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]

Cryptometrics, Inc.
April 20, 2007
Page -2-


Sincerely yours,		AGREED AND ACCEPTED:
JAG MEDIA HOLDINGS, INC.		CRYPTOMETRICS ACQUISITION, INC.

By:	/s/ Thomas J. Mazzarisi

	Name: Thomas J. Mazzarisi	By:	/s/ Thomas J. Mazzarisi

	Title: Chairman & CEO		Name: Thomas J. Mazzarisi
	Date: April 20, 2007		Title: President
			Date: April 20, 2007

AGREED AND ACCEPTED: CRYPTOMETRICS, INC.		*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/ Robert Barra
	Name: Robert Barra
	Title: Co-CEO
	Date: April 20, 2007	By:	/s/ Michael I. Stolzar

			Name: Michael I. Stolzar
			Title: Partner
			Date: April 20, 2007


/s/ Robert Barra		*The undersigned are signing this agreement only with respect to their obligations set forth in paragraph 12 of the Merger Agreement Amendment*

Robert	Barra
Dated:	April 20, 2007
			/s/ Thomas J. Mazzarisi
			Thomas J. Mazzarisi
			Dated: April 20, 2007

/s/ Michael Vitale			/s/ Stephen J. Schoepfer
Michael	Vitale		Stephen J. Schoepfer
Dated:	April 20, 2007		Dated: April 20, 2007