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6865
S.W. 18th Street, Suite B13
Boca
Raton, FL 33433
Cryptometrics,
Inc.
73 Main Street
Tuckahoe, NY 10707
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Re:
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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”)
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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 (Ò
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