THE INVESTOR RELATIONS GROUP INC. LETTER OF AGREEMENT

Section 1.   Services to be Rendered .   The purpose of this letter is to set forth the terms and conditions on which The Investor Relations Group, Inc. (IRG) agrees to provide JAG Media Holdings, Inc. (which is in the process of changing its corporate name to CardioGenics Holdings Inc.)  (the “ Company ”) a comprehensive corporate communications program.  These services may include, but are not limited to all items listed in “Addendum A.”  The Company represents and warrants that it will provide on a timely basis any information requested by IRG which is necessary to perform such services and further represents and warrants that such information shall be accurate.

Section 2.    Engagement Period .   Unless sooner terminated as provided herein, the term of this agreement (the “ Engagement Period ”) shall commence on September 15, 2009 and shall continue for a period of twelve (12) calendar months.  Following expiration of the initial Engagement Period, this agreement shall be automatically renewed for successive Engagement Periods of 12 months each unless either party shall give the other written notice of its intent not to renew this agreement no later than 30 days prior to the expiration of any Engagement Period hereunder.   The Company represents that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the nature of its activities requires such qualification.  The Company further represents to IRG: (1) that it has full power and authority to carry on its business as presently or proposed to be conducted and to enter into and perform its obligations under this Agreement; (2) that this Agreement has been duly authorized by all necessary corporate actions; and (3) that this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforcement may limited by bankruptcy, creditors’ rights laws or general principles of equity).   

Section 3.   Fees .   (a) The Company shall pay to IRG for its services hereunder a maintenance fee (the “ Maintenance Fee ”) of $6,000.00 per month beginning September 15, 2009; provided , that the amount of such Maintenance Fee shall be subject to change by the mutual agreement of the parties at any time after expiration of the initial twelve (12) month Engagement Period hereunder immediately upon written notice to the Company.  Maintenance Fees shall be payable on or before the 1st day of each calendar month which occurs during the Engagement Period.  In the event that a partial month shall occur during the Engagement Period, then the amount of the Maintenance Fee for such month shall be prorated based upon the number of days in such month that occur during the Engagement Period. If the Company does not pay its Maintenance Fee and any other recurring charges on or before the 10 ^th day of each month, the Company will immediately be assessed and charged a 10% late fee.

(b) In addition to the Maintenance Fees described in paragraph (a) above, upon the execution of this agreement the Company shall immediately deliver to IRG stock certificates for 200,000 shares of the Company’s common stock: 180,000 of which underlying shares shall be issued in the name of Dian Griesel and 20,000 of which underlying shares shall be issued in the name of J. Kevin Moran, as an origination fee.   IRG hereby acknowledges and agrees, for itself and on behalf of Ms. Griesel and Mr. Moran: (1) that the Company shall be under no obligation to register such shares of common stock under the Securities Act of 1933, as amended, or under any state “Blue Sky” laws prior to issuance; (2) that such shares may not be sold, hypothecated or otherwise transferred except pursuant to an effective registration statement covering such shares or pursuant to an available exemption from such registration; and (3) that all certificates evidencing such shares shall bear a restrictive legend to such effect.  IRG further agrees to promptly supply such investor information, and to make such further investor representations and warranties, as the Company may reasonably require in order to insure compliance with United States federal and state securities laws.

(c) Further, the Company shall also deliver to IRG stock certificates for 150,000* shares of the Company’s common stock: 120,000 of which underlying shares shall be issued in the name of Dian Griesel and 30,000 of which underlying shares shall be issued in the name of J. Kevin Moran, as an origination fee.

* For each month of service during the first year of this Agreement, IRG (Griesel and Moran) will earn and be entitled to receive 1/12 of the 150,000 shares referenced in subparagraph 3 (c) above. In the event this Agreement is terminated by either party prior to (one year from the date of signing), Griesel and Moran will deposit their original certificates with Joseph N. Paykin, Attorney at Law, 185 Madison Avenue, 10 ^th Floor, New York, NY  10016 and the Company will exchange such surrendered stock certificates on the 1/12 ^th pro-rated basis.   Each full month must satisfactorily be completed from the Company’s perspective to have earned that given month’s shares.   

Section 4.   Expenses .   In addition to all other fees payable to IRG hereunder, the Company hereby agrees to reimburse IRG for all reasonable out-of-pocket expenses incurred in connection with the performance of services hereunder.  These out-of-pocket expenses shall include, but are not limited to: telephone, photocopying, postage, messenger service, clipping service, information retrieval service and IRG wire (for emails).  No individual expenses over $500 will be expended by IRG without first obtaining the prior approval of the Company.  The Company agrees to remit upon the signing of this agreement $3,500 by check or in immediately available funds to be placed on deposit with IRG and credited to the Company against expenses incurred, on a permanent basis, throughout the program.  From time to time, the Company will replenish the expense account as necessary to maintain a balance of $3,500 whenever the balance drops below $500.  The balance of said deposit is fully refundable should the program terminate.  A running invoice will be maintained of all expenses incurred and will be submitted to the Company each month.  Additionally, the Company shall establish an account with an established wire service for the release of press releases and media releases and an account with a printing service for the production of all of the Company’s printed investor and medi