Amended Agreement and Plan of Merger

Exhibit 10.1

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

January 24, 2007

Cryptometrics, Inc.
73 Main Street
Tuckahoe, NY 10707

Gentlemen:

This will serve to confirm our understanding that the Merger Agreement is amended as follows:

1. The first paragraph of Section 2.1 of the Merger Agreement is deleted in its entirety and a new paragraph will be substituted therefore, which shall read as follows:

      2.1 Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Company or any stockholder of Company (each such stockholder, a “Company Stockholder” ):

      The holders of all shares of common stock of Company, par value $0.001 per share (the “Company Common Stock” ) (each such share of Company Common Stock, a “Company Share” ), issued and outstanding immediately prior to the Effective Time, including as outstanding for this purpose the total number of shares of Company Common Stock for which outstanding exchangeable shares of the Company’s Canadian subsidiary can be exchanged ( “Outstanding Company Common Stock” and each an “Outstanding Company Share” ) shall be entitled to receive shares of fully paid and nonassessable common stock of Parent, par value $0.00001 per share ( “Parent Common Stock” ) aggregating 394,700,016 shares of Parent Company Common Stock (the “Merger Consideration” ).

2. Sub-section (B) of Section 2.2 (g) of the Merger Agreement shall be deleted in its entirety and a new sub-section (B) shall be substituted therefore, which shall read as follows:

... (B) subject to compliance with securities laws, the remaining 35% of such shares may be freely sold or transferred even within the first year following the Closing Date.

Cryptometrics, Inc.
January 24, 2007
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3. The condition to Closing specified in Section 8.1 (e) of the Merger Agreement, which requires the listing of the Parent Common Stock on the NASDAQ Capital Market as a condition to the closing and the related termination right specified in Section 9.1 (a) (iv) (C) are hereby waived by the parties. Accordingly, Sections 8.1 (e) and 9.1 (a) (iv) (C) are deleted in their entirety and new provisions shall be substituted therefore, which shall read as follows:

8.1 (e) The shares of Parent Common Stock shall have been authorized for trading on the OTC Bulletin Board (“OTCBB”) or the OTC Pink Sheets (“Pink Sheets”) whether or not such authorization shall have been cancelled.

9.1 (a) (iv) (C) if Parent Common Stock is not authorized for trading on the OTCBB or Pink Sheets on or prior to the Effective Time.

4. Cryptometrics hereby approves that certain letter agreement between JAG Media and Cornell Capital Partners, LP (“Cornell Capital”) dated January 24, 2007 (“Cornell Letter Agreement”), which provides for certain modifications to the debentures and warrants currently held by Cornell Capital and agrees that the indebtedness limitation (including any descriptions of convertible debenture of JAG Media), whether in the form of representations, covenants or conditions, contained in the Merger Agreement shall be increased from the principal amount of $2,750,000 to the principal amount of $4,350,000.

5. Simultaneously with the execution of this agreement, Cryptometrics shall pay (a) the $100,000.00 payment required pursuant to paragraph 14 of that certain term sheet dated September 9, 2006 between JAG Media and Cryptometrics and (b) $175,000 ($10,000 of which has already been advanced by Cryptometrics), to be used by JAG Media for legal, accounting, printing and other costs incurred by JAG Media in connection with (i) the Closing; (ii) the preparation and filing of any supplements and/or post-effective amendments to the S-4 Registration Statement; (iii) the preparation and filing of JAG Media’s Form 10-QSB for its quarter ending October 31, 2006; (iv) the preparation and filing of this agreement, the Cornell Letter Agreement, any related agreements or documents and any related press releases; and (v) any SEC filings and press releases required or desirable in connection with any of the foregoing. Such payments, totaling $275,000.00, shall be made by Cryptometrics via wire transfer in accordance with the written wire instructions dated December 1, 2006 that have been furnished to Cryptometrics by JAG Media.

6. Cryptometrics has completed its audited financials for its fiscal year ended April 30, 2006 and its unaudited financials for its quarter ended July 31, 2006 and shall provide JAG Media with copies of such financials upon execution of this agreement. Cryptometrics’ accountants are currently in the process of completing its unaudited financials for its quarter ended October 31, 2006 which financials shall be completed no later than January 26, 2007, at which time Cryptometrics shall provide JAG Media with a copy of such unaudited financials.

7. Promptly after the execution of this agreement and payment of the $275,000.00 payment referenced in paragraph 5 above, JAG Media shall cause to be prepared, for Cryptometrics’ prompt review, an appropriate post-effective amendment to the S-4 Registration Statement, which shall

Cryptometrics, Inc.
January 24, 2007
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include pro forma financials for JAG Media and Cryptometrics based on relevant audited and unaudited financials for both companies (“Post-Effective Amendment”). No later that three (3) business days after the Post-Effective Amendment has been declared effective by the U.S. Securities and Exchange Commission, Cryptometrics shall mail the Information Statement and Prospectus included in the Post-Effective Amendment to its stockholders and obtain the written consent of a majority of the stockholders of Cryptometrics to the Merger (“Cryptometrics Stockholders’ Consent”). A copy of the Cryptometrics Stockholders’ Consent shall be delivered to JAG Media no later than two (2) days after its execution. After JAG Media receives the Cryptometrics Stockholders’ Consent, JAG Media shall immediately (a) rescind the amendments to its By-Laws adopted by an instrument dated March 22, 2006 (“Rescinded By-Law Amendment”); (b) cause to be formed a new limited liability company into which Cryptometrics, Inc. can be merged after it’s merger with Cryptometrics Acquisition, Inc.; and (c) have its attorneys prepare the certificates of merger for the Merger and the merger referred to in paragraph 7 (b) hereof (along with related resolutions or written consents) and filing instructions therefor, the filing of which will be an assumption of the tax opinion. The documents in connection with the formation of the limited liability company described in 7 (b) above (along with any related resolutions or written consents) and the form of certificate of merger for the merger referred to in paragraph 7 (b) hereof shall be delivered to Cryptometrics at or prior to the time the Merger Documents (as hereinafter defined) are delivered to the “Escrow Agent.”

8. Subject to satisfaction or waiver of the conditions to the Closing set forth in the Merger Agreement, the Closing Date shall be February 28, 2007, or such other date as the parties may agree upon. On the Closing Date and as an integral part of the Merger, Cryptometrics Inc., as the surviving Company of the Merger, shall immediately merge into a limited liability company wholly-owned by JAG Media.

9. If the Closing does not occur for any reason by March 15, 2007 the Merger Agreement shall automatically terminate, unless the parties agree otherwise in writing (“Automatic Termination Date”). Any such termination of the Merger Agreement shall be deemed a termination pursuant to Section 9.1 (a) (i) of the Merger Agreement.

10. (A) Within three (3) business days after the effective date of the Post-Effective Amendment, JAG Media shall deliver to Karlen & Stolzar, LLP, as escrow agent (“Escrow Agent&