JAG MEDIA HOLDINGS, INC.
The Bylaws of the Corporation are hereby amended as follows effective January
1. Article V, Section .02, of the Corporation's Bylaws is amended to add a
final sentence so that it shall read in full as follows:
Shares may be transferred by delivery of the certificates therefor,
accompanied either by an assignment in writing on the back of the
certificates or by a written power of attorney to assign and transfer
the same signed by the record holder of the certificate. Except as
otherwise specifically provided in these Bylaws, no shares shall be
transferred on the books of the Corporation until the outstanding
certificate therefor has been surrendered to the Corporation. In
addition, all shares shall be transferred on the books of the
Corporation by recording thereon the relevant number of shares and the
name(s) of the new record and beneficial owner(s), who shall also be
named on the face of the certificate certifying as to his (their)
ownership of such shares."
2. Except as amended hereby, the Bylaws of the Corporation shall remain
in full force and effect.