JAG Media Holdings, Inc.

Exhibit 10.1

JAG Media Holdings, Inc.

0000 X.X. 00xx Xxxxxx, Xxxxx X00

Xxxx Xxxxx, XX 00000

April 2, 2007

Cryptometrics, Inc.
00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000

Re:  Agreement Amending Merger Agreement Among JAG Media Holdings, Inc. (“JAG Media”), Cryptometrics Acquisition, Inc. (“Cryptometrics Acquisition”), Cryptometrics, Inc. (“Cryptometrics”), Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx & Stolzar, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx 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/ Xxxxxx X. Xxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxx
	Title:	Chairman & CEO
	Date:	April 2, 2007

AGREED AND ACCEPTED: CRYPTOMETRICS, INC.
By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Co-CEO
	Date:	April 4, 2007

/s/ Xxxxxx Xxxxx  

Xxxxxx Xxxxx  

Dated: April 4, 2007 

/s/ Xxxxxxx Xxxxxx  

Xxxxxxx Xxxxxx 

Dated: April 4, 2007 

AGREED AND ACCEPTED: CRYPTOMETRICS ACQUISITION, INC.
By:	/s/ Xxxxxx X. Xxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxx
	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

XXXXXX & STOLZAR, LLP
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	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/ Xxxxxx X. Xxxxxxxxx  

Xxxxxx X. Xxxxxxxxx 

Dated: April 2, 2007 

/s/ Xxxxxxx X. Xxxxxxxxx  

Xxxxxxx X. Xxxxxxxxx 

Dated: April 2, 2007