Magnitude Information Systems, Inc. 1250 Route 28 Suite 309 Branchburg, New Jersey 08876 January 30, 2008

Exhibit 10.31

Kiwibox Media, Inc.

330 West 38^th Street

New York, New York 10018

Attention: Messrs. Lin Dai, Michael Howard and Ivan Tumanov

Gentlemen:

This shall serve as a “standstill agreement” between the parties with respect to a certain Agreement and Plan of Reorganization, dated February 19, 2007, and as amended by Amendments Nos.1 through 5, (collectively, the “Agreement”). The parties agree to extend any and all rights, deadlines, obligations, requirements, payments and the like, as well as not to exercise any of their respective rights, under the terms and provisions of the Agreement during the period from today through 5:00 pm, Eastern Time on February 10, 2008.

 

	Magnitude Information Systems, Inc.
	By:	/s/ Edward L. Marney
		Edward L. Marney, President

Agreed to and Accepted:

Kiwibox Media, Inc.

By: /s/ Lin Dai
Lin Dai, President