On July 6, 2009 JAG Media Holdings, Inc. ("JAG Media"), CardioGenics Exchangeco Inc. ("ExchangeCo") and WeirFoulds LLP ("Trustee") entered into a Voting and Exchange Rights Agreement (the "Trust Agreement") pursuant to which the parties make provision and establish procedures whereby, among other matters (a) voting rights in JAG Media shall be exercisable by the holders from time-to-time of the ExchangeCo "Exchangeable Shares" (other than JAG Media and its subsidiaries) (the "Holders"), which will be initially issued at the closing of the acquisition of CardioGenics Inc. ("CardioGenics") by ExchangeCo (the "Closing"), to certain CardioGenics stockholders in consideration for the surrender of their shares in CardioGenics (the "JAG Voting Rights"); and (b) the Holders shall have the right to require JAG Media, ExchangeCo or another subsidiary to-be-created at the option of JAG Media ("JAG HoldCo") to purchase the Exchangeable Shares from the holders, all in accordance with the terms of the Trust Agreement.

The Trust Agreement and the trust created thereby shall become effective on the Closing date and the trust shall continue until the earliest to occur of the following events:

(a) no outstanding Exchangeable Shares are held by a Holder;

(b) each of ExchangeCo and JAG Media elects in writing to terminate the trust and such termination is approved by the Holders in accordance with the applicable provisions of the Exchangeable Share; and

(c) 21 years after the death of the last survivor of the descendants of Her Majesty Queen Elizabeth II of the United Kingdom of Great Britain and Northern Ireland living on the date of the creation of the trust.

What? This is basically a filing concerning the exchange of shares. I suppose that the Queen Elizabeth II thing is legalize to allow the trust to continue for a long, long, long time. I hope that this is goo news but I get lost big time in all the jargon.

Any thoughts Terry, Ian, Jag, Jeff?

Doc