EX-10.1: THIRD AMENDMENT

EX-10.1 2 y33010exv10w1.htm EX-10.1: THIRD AMENDMENT 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