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Executive Service Agreement - TComm (UK) Ltd. and Stewart McLean

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                             DATED November 24, 2004

                             (1) TComm (UK) Limited


                             (2) Stewart McLean


                                SERVICE AGREEMENT


                               [MORGAN LEWIS LOGO]

                                2 Gresham Street
                                    EC2V 7PE
                               Tel: 020 7710 5500
                               Fax: 020 7710 5600


THIS SERVICE AGREEMENT dated the 24th day of November 2004


(1)   TComm (UK) Limited of 20-22 Bedford Row, London WC1R 4JS (the "Company");

(2)   Stewart McLean of 2 Suffolk Street, Batley, West Yorkshire, WF17 7RZ (the



      1.1    Definitions

             Except where the context otherwise requires, the following
             definitions are used in this Agreement (including the Schedule

             "ASSOCIATED COMPANY"      Means a company which is from time to
                                       time a member of the Company or a holding
                                       company or a subsidiary of such company
                                       (other than the Company) or a subsidiary
                                       of the Company. In this definition
                                       "subsidiary" and "holding company" have
                                       the same meanings as in Section 736 of
                                       the Companies Act 1985 and "member" has
                                       the same meaning as in Section 22 of the
                                       Companies Act 1985;

             "THE BOARD"               The Board of Directors of the Company for
                                       the time being or such other person or
                                       persons as the Board may nominate as the
                                       representative of the Board for the
                                       purpose of this Agreement;

             "COMMENCEMENT DATE"       24th November, 2004;

             "THE EMPLOYMENT"          The employment established by this

      1.2    Modification of Enactments

             Any reference to an enactment (or subordinate legislation or any
             rule made by any authority and having the effect of law) is a
             reference to it as amended from time to time and includes a
             reference to any repealed enactment which it may re-enact with or
             without amendment and any consolidation.

      1.3    Interpretation

             Unless there is something in the subject or context inconsistent

             1.3.1   words importing the singular include the plural and vice
                     versa and references to persons or companies shall include
                     bodies corporate;


             1.3.2   words importing any gender shall include all genders;

             1.3.3   the headings in this Agreement are for convenience only and
                     shall not affect its interpretation; and

             1.3.4   words and phrases used in this Agreement which are defined
                     in the Companies Act 1985 shall have the same meanings in
                     this Agreement as their respective definitions in the
                     Companies Act 1985.


      2.1    Subject to the following terms of this Agreement, the Company shall
             employ the Executive and the Executive shall serve the Company as
             Managing Director or in such other capacity as the Company may
             reasonably require.

      2.2    The appointment shall commence on the Commencement Date.

      2.3    Subject to clause 10, the Employment shall be for a fixed term of
             three years from the Commencement Date provided that the term shall
             be extended automatically by one year on each anniversary of the
             Commencement Date unless either side has given at least three
             months' notice of non-renewal.

      2.4    The Executive warrants to the Company that by entering into this
             Agreement and performing his duties under it he will not be in
             breach of any contract or other obligation binding on him.

3.    DUTIES

      3.1    The Executive shall perform such duties and, exercise such powers
             as may from time to time be assigned to or vested in him by or
             under the authority of the Board and shall in all respects comply
             with all reasonable and lawful directions and restrictions made by
             or under the authority of the Board. The Executive may be required
             in pursuance of his Employment to be engaged not only on work on
             behalf of the Company but also on work on behalf of any Associated
             Company for the time being and at such place or places as may be
             required and may at any time be required to cease performing or
             exercising any duty or power for such period(s) and on such terms
             as the Board considers expedient.

      3.2    During the Employment, the Executive shall well, faithfully and
             diligently serve the Company and use his utmost endeavours to
             maintain, extend, develop and promote its interests, and shall
             (subject to holidays as hereinafter provided unless prevented by
             ill-health) devote the whole of his time, attention and abilities
             during normal business hours (which are 9:00 am to 5:30 p.m. Monday
             to Friday) to its affairs provided that he shall also attend to the
             business of the Company during such other hours as may reasonably
             be required for the proper discharge of his duties hereunder. The
             Executive shall not be entitled to receive any additional
             remuneration for such other hours of work.


      3.3    The Executive agrees to opt out of regulation 4(1) of the Working
             Time Regulations 1998 which has the effect of limiting his average
             working week (calculated in accordance with the Regulations) to a
             maximum of 48 hours. Should either the Company or the Executive
             wish to terminate this opt-out, then they may do so by giving the
             other not less than four weeks' written notice.

      3.4    The Executive shall at all times perform his duties with proper
             skill and care.

      3.5    The Executive shall not at any time during his Employment hereunder
             engage in any activity which does, or is likely to, detract from
             the proper performance of his duties hereunder nor (except in the
             course of his duties or with the written permission of the Board)
             render any services to nor have any direct or indirect financial
             interest in any business entity which is, in part or whole, in a
             similar field to the Company or any Associated Company, or is a
             client of the Company or any Associated Company provided that
             nothing contained in this Clause shall preclude the Executive from
             holding any shares or other securities (not exceeding three per
             cent of the shares or securities of the class concerned for the
             time being in issue) in any company whose shares are listed or
             dealt in on a recognised stock exchange.

      3.6    The Executive shall at all times keep the Board promptly and fully
             informed (in writing if so requested) of his conduct of the
             business' finances or affairs of the Company. He shall provide such
             explanations and supply all information in his possession as the
             Board may require in connection with such conduct of the business,
             finances or affairs of the Company.

      3.7    The Executive shall comply with all the Company's rules,
             regulations and policies from time to time in force.


      4.1    The Executive shall be paid for his services hereunder a salary
             which shall be payable by equal monthly installments on the first
             day of each month (or on the previous working day if such day falls
             on a weekend or bank holiday), in arrears. Such salary shall be
             deemed to accrue from day to day and shall be inclusive of any
             remuneration or fees to which the Executive may be entitled as
             director of the Company or of any Associated Company. The rate of
             payment shall be (pound)24,000 per annum for the first 12 months of
             this Agreement and thereafter payment shall be made at a rate of
             (pound)36,000 per annum or such other rate as the parties may

      4.2    At least once in each six months, the Company shall review, but
             shall not be obliged to increase, the salary payable under this
             Agreement save as set out in clause 4.1 above.

      4.3    On the Commencement Date the Board and the Executive shall agree
             upon annual revenue targets for the Company for the three years
             from the Commencement Date and put in place a bonus scheme relative
             to those revenue targets. The Executive shall be entitled to
             participate in the bonus scheme upon such terms and conditions as
             shall be set by the Board in its absolute discretion from time to
             time. To be eligible for consideration for such a bonus, the
             Executive must still be in service and not under notice of
             termination on the date appointed for payment of the bonus. The
             amount of the bonus (if any) shall be in the absolute discretion of
             the Board and the Board shall be entitled to terminate any bonus
             put in place at any time upon one month's written notice to the


      4.4    The Company does not provide private medical insurance for its
             employees but shall (at its sole discretion) review the feasibility
             of putting in place such a scheme from time to time, but in no
             event shall the Company be under an obligation to provide such a

      4.5    The Executive shall be eligible to participate in the JAG Media
             Holdings, Inc stock option scheme. Membership of the said scheme
             shall be in accordance with the rules of the scheme for the time
             being in force and the vesting schedule and exercise price under
             the scheme applicable to the Executive are set out in the Schedule
             to this Agreement.


      The Company does not operate an occupational pension scheme applicable
      to the Employment and does not contribute to any personal pension
      scheme of the Executive but shall, at its sole discretion, review the
      Company's pension policy from time to time and shall notify the
      Executive of any changes as appropriate.


      The Company shall reimburse to the Executive such travelling, hotel,
      entertainment and other out-of-pocket expenses as shall from time to
      time be reasonably and properly incurred by him in the course of the
      Employment subject to the Executive furnishing the Company such
      information and evidence of the same including, without limitation,
      original receipts as the Company shall reasonably require and provided
      always that in any period of 12 months the Executive shall not incur
      out-of-pocket expenses in excess of (pound)500.00 on a single occasion
      or in excess of (pound)6,000 in aggregate without the prior written
      approval of the Board.


      7.1    The Executive shall be entitled to 25 working days' holiday in each
             calendar year at times convenient to the Board in addition to bank
             and other public holidays and shall be paid at the basic rate of
             salary as set out in clause 4.1 above in respect of all holidays
             taken. The entitlement to holiday and, on termination of the
             Employment, holiday pay in lieu of holiday, shall accrue pro rata
             throughout each year of the Employment.

      7.2    The Executive may not carry forward any unused holiday entitlement
             to any subsequent year without the consent of the Board. Any unused
             holiday remaining at the end of the year shall lapse and no payment
             in lieu of that entitlement will be made.

      7.3    Upon termination of the Employment the Company will, whichever is
             appropriate, pay the Executive in lieu of holiday accrued but not
             taken by the date of termination of the Employment (except where
             the Employment is terminated for gross misconduct, in which case no
             payment will be made) or deduct from the Executive's final salary
             payment or (in the event that this is insufficient) require the
             Executive to pay to the Company, an amount representing salary paid
             during holiday taken but not accrued by the date of termination of
             the Employment.



      8.1    The Company may where the Executive is absent from work due to
             illness, accident or other incapacity or where the Board considers
             that the Executive is not performing his duties properly require
             the Executive to be examined by a medical adviser nominated by the
             Company, and the Executive consents to the medical adviser
             disclosing the results of the examination to the Company.

      8.2    If the Executive is absent from work due to illness, accident or
             other incapacity, he shall deliver or cause to be delivered
             promptly to the Company:

             8.2.1   in the case of an absence of seven consecutive days or
                     less, a form of self-certification of illness or accident
                     absence; and

             8.2.2   in the case of a longer absence, a certificate from a
                     medical practitioner on the eighth day of absence and
                     weekly thereafter.

      8.3    The Company shall pay the Executive for up to 12 months during
             periods of absence due to illness, accident and/or other incapacity
             (which is duly certified in accordance with Clause 8.2). For the
             first six months of absence, the Executive shall be entitled to
             full basic salary (as provided in clause 4.1) and for the
             subsequent six months of absence, the Executive shall be entitled
             to half basic salary. All payments made by the Company shall be
             inclusive of payments made to the Executive under the Statutory
             Sick Pay Scheme and Sickness Benefit in respect of the period

      8.4    If the Executive is unable to perform his duties under this
             Agreement by reason of illness, accident or other incapacity for a
             period of 24 weeks or more in any 12 month period, the Company
             shall be entitled to terminate the Employment upon written notice
             of not less than six months.

      8.5    If the illness, accident or other incapacity is caused by the act
             or omission of a third party the Executive must, at the Company's
             request, include in any claim for damages against such third party
             a claim in respect of monies paid by the Company under this clause
             8 and must refund to the Company any damages recovered under that


      9.1    Except in the proper performance of his duties or with the prior
             written consent of the Company, the Executive will not either
             during the Employment or at any time afterwards use or divulge to
             any person any information of a private, confidential or secret
             nature concerning the business, products, processes or affairs of
             the Company or any Associated Company or of any person having
             dealings with the Company or any Associated Company and which comes
             to his knowledge during the course of or in connection with the
             Employment or his holding any position within the Company or any
             Associated Company.


      9.2    The Executive will promptly, whenever requested by the Company and
             in any event upon the termination of the Employment with the
             Company, deliver up to the Company all correspondence and all other
             documents, papers and records which may have been prepared by him
             or have come into his possession in the course of the Employment
             with the Company (except for any such documents which may be
             considered by the Company to be in the public domain), and all
             electronic equipment, computer software or hardware and other
             property used in connection with the operations of the Company or
             Associated Company, and he may not retain any copies. Title to and
             copyright in such correspondence and other documents, papers,
             records and property shall vest in the Company.

      9.3    Breach of this clause 9 will normally be regarded as serious
             misconduct and may also lead to further legal action against the
             individual or companies involved.

      9.4    No statement to the press or other media regarding the Company or
             its business shall be made by the Executive unless approved in
             advance by at least one member of the Board.


      10.1   The Company shall be entitled to terminate the Employment forthwith
             if the Executive shall:

             10.1.1  be guilty of dishonesty (whether relating to the Company or
                     any Associated Company or not) or serious or persistent
                     misconduct or any other conduct which, in the opinion of
                     the Board, tends to bring the Executive or the Company or
                     any Associated Company into disrepute;

             10.1.2  without reasonable cause willfully neglect or refuse to
                     discharge his duties or to attend to the business of the
                     Company or of any Associated Company;

             10.1.3  commit any material breach of this Agreement (other than a
                     breach which (being capable of being remedied) shall be
                     remedied forthwith upon the Executive being called upon to
                     do so in writing by the Board);

             10.1.4  be convicted of any criminal offence (excluding an offence
                     under road traffic legislation in the United Kingdom or
                     elsewhere, for which the Executive is not sentenced to any
                     term of imprisonment, whether suspended or not);


             10.1.5  in the opinion of the Board, fails to exercise reasonable
                     skill and care in the performance of his duties;

             10.1.6  have an order made by any competent court for the
                     appointment of a receiver or other person to exercise
                     powers with respect to his property or affairs;

             10.1.7  become bankrupt or make any composition or enter into any
                     deed of arrangement with his creditors;

             10.1.8  be disqualified from holding office in any company;

             10.1.9  resign as a director of the Company (or of any Associated
                     Company) except at the request of the Company (or such
                     Associated Company);

      10.2   The Company shall be entitled to terminate the Employment on not
             less than six months prior written notice if the Executive is
             unable as a result of illness, accident or other incapacity to
             properly perform his duties hereunder for a period of 24 weeks in
             any 12-month period.


      11.1   The Executive shall not, for the first 12 months after the end of
             the Employment, either on his own account or on behalf of any other
             legal person, and in competition with the Company or in any
             Associate, directly or indirectly engage in or be concerned with,
             or employed in, any trade or business competitive with that carried
             on by the Company or its Associates.

      11.2   The Executive shall not, for the first 12 months after the end of
             the Employment solicit or accept orders for products or services
             competitive with those of the Company or any Associates from
             customers of the Company or Associates with whom the Executive
             dealt during the last six months of the Employment.


      Upon termination of his employment the Executive shall, at the request
      of the Board and without further claim for compensation, resign from
      all offices held by him in the Company or in any Associated Company and
      from all other appointments or offices which he holds as nominee or
      representative of the Company or any Associate Company and if he fails
      to do so, the Company is irrevocably authorised by the Executive to
      appoint some person in the Executive's name and on the Executive's
      behalf to execute such documents and to do such other things as are
      reasonably necessary to give effect to such resignations.


      The Executive covenants and agrees that he shall, upon reasonable
      notice, during the term of this Agreement and for two years after the
      expiration or termination thereof, furnish such information and proper
      assistance to the Company as may be reasonably required by the Company
      in connection with any litigation in which it or any Associated Company
      is, or may become, a party. The Company shall reimburse the Executive
      for all reasonable out of pocket expenses incurred by him in furnishing
      such information and assistance.



      14.1   The Executive will promptly disclose to the Company any invention,
             development, discovery, improvement, new software or source code or
             design made by him whether alone or with others during the
             performance of his duties as an employee and whether or not the
             same is capable of protection as intellectual property by patent,
             copyright, design right, as a trade mark or by other means and he
             shall not use, disclose to any person or exploit the same without
             the express prior written consent of the Company.

      14.2   Subject to any rights granted to the Executive by the Patents Act
             1977 which cannot be excluded by agreement, any invention,
             discovery, design, development, or improvement whether or not
             capable of protection by patent registered design or otherwise and
             any copyright in any document, letter, software or other work
             protectable by copyright suggested written, created, designed,
             invented, conceived or acquired by the Executive during the course
             of his employment ("the Intellectual Property") shall belong
             absolutely to the Company and to the extent that some or all of the
             rights pertaining to the Intellectual Property do not vest
             automatically in the Company the Executive hereby as beneficial
             owner assigns to the Company all his rights whatsoever in the
             Intellectual Property. The Executive will provide the Company with
             full details and information with regard thereto and will at the
             request and expense of the Company apply to join with the Company
             in applying for registration of any of the Intellectual Property in
             the United Kingdom and/or in any other part of the world as
             specified by the Company.

      14.3   The Executive will at the Company's request and expense do all such
             things and sign all documents or instruments reasonably necessary
             in the opinion of the Company to obtain, defend and enforce its
             rights in the Intellectual Property and in the meantime will hold
             all interest therein in trust for the Company. The Executive hereby
             irrevocably appoints the Company to be his attorney in his name and
             on his behalf to execute any such document or instrument and
             generally to use his name for the purpose of giving to the Company
             (or its nominee) the full benefit of the provisions of this Clause
             15 and in favour of any third party a certificate in writing signed
             by any Director or Secretary of the Company that any instrument or
             act falls within the authority hereby conferred shall be conclusive
             evidence that such is the case.

      14.4   The Executive hereby waives all moral rights in any copyright works
             originated, conceived, written or made by him (either alone or with
             others) and agrees not to claim that any treatment, exploitation or
             use of the said works infringe such moral rights (including but not
             limited to the right to be identified, the right to object to
             derogatory treatment and the right against false attribution).


      14.5   Each of the obligations under this Clause 14 is enforceable
             independently of each of the others and its validity will not be
             affected if any of the others is unenforceable to any extent.

      14.6   Rights and obligations under this Clause 14 shall continue in force
             after termination of the Employment in respect of Intellectual
             Property and shall be binding on the Executive's personal


      15.1   The Executive agrees that the Company may use information about him
             which he may provide to the Company or which the Company may
             acquire during the course of this Agreement provided that such use
             is in accordance with the Data Protection Act 1998.

      15.2   The Executive hereby consents to the processing of any data
             relating to him, in particular, to the processing of any "sensitive
             personal data" (as defined in the Data Protection Act 1998)
             relating to him (including, for example, information relating to
             his health or racial or ethnic origin).

      15.3   The Executive authorises the transfer of any personal data held
             pursuant to the terms and conditions of his employment by the
             Company to any third party located outside the United Kingdom.


      16.1   If, during the first 12 months of this Agreement, the Company is to
             be wound up or is to cease to trade in the United Kingdom for any
             reason, the Company reserves the option to terminate the Employment
             by paying in lieu of notice three months basic salary. In addition,
             the Company shall pay the Executive either (a) a further three
             months basic salary or (b) the remaining unpaid portion of the
             Executive's basis salary for the first 12 months whichever sum is
             the greater. The payment made under this clause 16.1 shall be
             subject to deductions for income tax and national insurance
             contributions as appropriate.

      16.2   If the Employment is not renewed on the expiry of the fixed period
             or any renewal or extension of it, the Executive agrees that he
             shall have no entitlement to statutory redundancy pay.


      17.1   This Agreement shall, from the Commencement Date, operate in
             substitution for any terms of service previously in force (whether
             written or oral) between the Company and/or any Associated Company
             and the Executive and the Executive acknowledges and warrants that
             there are no agreements or arrangements whether written, oral or
             implied between the Company or any Associated Company and the
             Executive relating to the employment of the Executive other than
             those expressly set out or referred to in this Agreement and that
             he is not entering into this Agreement in reliance on any
             representation not expressly set out herein.


      17.2   The Executive shall comply with all of the Company's rules,
             regulations and policies from time to time in force. In the event
             of any conflict between such rules, regulations and policies and
             this Agreement, this Agreement shall prevail.


      18.1   Any notice to be given by either party hereunder shall be in
             writing and, in the case of the Company, may be delivered or sent
             by first class post or telex or facsimile process to the Company at
             its registered office for the time being and, in the case of the
             Executive, may be delivered to his or sent by first class post to
             his usual or last known address.

      18.2   Unless the contrary is proved, any such notice or other document
             shall be deemed to have been served:

             18.2.1  if delivered, at the time of delivery;

             18.2.2  if posted, at 10.00am on the second working day after it
                     was put into the post; or

             18.2.3  if sent by telex or facsimile process, at the expiration of
                     2 hours after the time of dispatch, if dispatched before
                     3.00pm on any working day, and in any other case at 10.00am
                     on the working day following the date of dispatch.

      18.3   In proving such service it shall be sufficient to prove that
             delivery was made or that the envelope containing such notice or
             other document was properly addressed and posted as a pre-paid
             first class letter, or that the telex or facsimile message was
             properly addressed and dispatched as the case may be.


      19.1   Any amendment to this Agreement shall be in writing signed by the
             parties and expressed to be for the purpose of such amendment.

      19.2   This Agreement shall be governed by and construed in accordance
             with English law and each party submits to the exclusive
             jurisdiction of the English courts.

      19.3   The expiration or determination of the Employment howsoever
             arising, shall not affect any provision of this Agreement which is
             expressed to operate or have effect thereafter, and shall be
             without prejudice to any right of action already accrued to either
             party in respect of any breach of this Agreement by the other

      19.4   If at any time any term or provision in this Agreement shall be
             held to be illegal, invalid or unenforceable, in whole or in part,
             under any rule of law or enactment, such term or provision or part
             shall to that extent be deemed not to form part of this Agreement,
             but the enforceability of the remainder of this Agreement shall not
             be affected.



      20.1   The following particulars are given in compliance with the
             Employment Rights Act 1996 so far as not already taken into account
             elsewhere to this Agreement:-

             20.1.1  There are no specific disciplinary rules applicable to the
                     Employment but the Executive is expected at all times to
                     conduct himself in a manner consistent with his senior

             20.1.2  In the event of the Executive either being dissatisfied
                     with any disciplinary decision or wishing to seek to
                     address any grievance relating to the Employment, he should
                     first apply to the chairman. If the matter is not resolved
                     within seven days, the Executive may appeal to the Board
                     which will afford to the Executive the opportunity of a
                     full and fair hearing at a meeting of the Board or a duly
                     appointed committee thereof whose decision shall be final
                     and binding.

             20.1.3  A Contracting Out Certificate under the Pension Schemes Act
                     1993 has not been issued in respect of the Employment.

             20.1.4  There are no collective agreements which affect the terms
                     and conditions of Employment.

             20.1.5  There is no employment with a previous employer which
                     counts as part of the Executive's continuous period of
                     employment for the purposes of the Employment Rights Act

IN WITNESS whereof the parties have executed this Agreement on the date first
above written.

SIGNED for and on behalf of
by its duly authorised representative

SIGNATURE: /s/ Thomas J. Mazzarisi

PRINT NAME:   Thomas J. Mazzarisi

POSITION:    Director


/s/ Stewart McLean



The Executive shall be granted an option to purchase 100,000 shares of JAG Media
Holdings, Inc. common stock, which shall be issued pursuant to the long-term
incentive plan of JAG Media Holdings, Inc (a copy of which shall be provided to
the Executive). The option shall have the following vesting schedule and
exercise prices:

VESTING DATE                  # OF SHARES                EXERCISE PRICE
------------                  -----------                --------------

1st Day of Month 13           25,000                     US$0.50

1st Day of Month 19           25,000                     US$0.50

1st Day of Month 25           25,000                     US$0.75

1st Day of Month 31           25,000                     US$1.00