Unassociated Document


    
      EMPLOYMENT
        AGREEMENT

       

      This
        EMPLOYMENT
        AGREEMENT
        (the
“Agreement”),
        dated
        as of June 5, 2008 (the “Effective
        Date”),
        is by
        and between GoFish Corporation, a Nevada corporation (the “Company”)
        and
        Matt Freeman (“Executive”).

       

      
        	
                I.

              	
                POSITION
                  AND RESPONSIBILITIES

              


      

       

      A. Term.
        The
        Company shall employ Executive from the Start Date (as defined below) until
        Executive’s employment is terminated in accordance with Sections III, IV or V
        below (the “Term”).
        The
        Company and Executive shall mutually agree on a date on which Executive will
        commence employment with the Company (the “Start
        Date”)
        as
        soon as practicable after the Effective Date.

       

      B. Position.
        Upon
        the
        Start Date, the Company shall employ Executive to render services to the
        Company
        in the position of Chief Executive Officer of the Company. Executive shall
        perform such duties and responsibilities as are normally related to the position
        in accordance with the standards of the industry and any additional duties,
        consistent with his position, now or hereafter reasonably assigned to Executive
        by the Company’s Board of Directors (the “Board
        of Directors”).
        Executive shall report to the Board of Directors. Executive shall abide by
        the
        reasonable rules, regulations, and practices as adopted or modified from
        time to
        time by the Board of Directors. Executive will also serve as a member of
        the
        Board of Directors effective as of the Effective Date. Executive shall also
        serve as an officer, director, or in such other executive capacity on behalf
        of
        any of the Company’s affiliated entities as requested by the Company without any
        additional compensation. Executive shall be located in the Company’s office in
        New York and shall be expected to travel, including spending up to fifty
        percent
        (50%) of his time in the Company’s San Francisco and Los Angeles offices, if
        necessary, and to be available for special calls and teleconference meetings
        to
        meet the obligations of his position. 

       

      C. Other
        Activities.
        By
        executing this Agreement, Executive agrees to serve in such position and
        to
        devote his full time, attention, loyalty and efforts to the performance of
        Executive’s duties. Executive may, during the Term, serve as an advisor to or be
        on the board of directors of other companies as long as those companies
        are not competitors of Company. Competitors of the Company, for this
        purpose, include but are not limited to, online vertical advertising networks,
        brand advertising networks and companies that target the online youth
        demographic based on an internet advertising-based business model.
        Notwithstanding any provision of this Section I(C), Executive shall be permitted
        to engage in charitable and civic activities and manage his personal passive
        investments; provided
        that
        such activities do not materially interfere with the performance of his duties
        under this Agreement. 

       

      D. No
        Conflict.
        Executive represents and warrants that his execution of this Agreement, his
        employment with the Company, and the performance of his proposed duties under
        this Agreement shall not violate any obligations he may have to any other
        employer, person or entity, including any obligations with respect to
        proprietary or confidential information of any other person or
        entity.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                II.

              	
                COMPENSATION
                  AND BENEFITS

              


      

       

      A. Base
        Salary.
        In
        consideration of the services to be rendered under this Agreement, the Company
        shall pay Executive a salary at the monthly rate of thirty seven thousand
        five
        hundred dollars ($37,500), less standard payroll deductions and tax withholdings
        (“Base
        Salary”),
        beginning on the Start Date. Upon the completion of one or more debt or equity
        financings totaling at least $8 million (a “Qualified
        Financing”),
        the
        Base Salary shall be increased to a monthly rate of fifty thousand dollars
        ($50,000), less standard payroll deductions and tax withholdings. At the
        one-year anniversary of the Start Date, if the Company has completed a Qualified
        Financing, Executive shall receive a bonus payment equal to $12,500 times
        the
        number of months between the Start Date and the date of completion of a
        Qualified Financing (prorated for any partial months), to be paid by the
        Company
        30 days following the one-year anniversary of the Start Date. The Base Salary
        shall be paid in accordance with the Company’s normal payroll procedures and
        practice. Executive’s Base Salary will be reviewed annually in accordance with
        the Company’s compensation review process and may be adjusted (upward, but not
        downward) in the sole discretion of the Company.

       

      B. Performance
        Bonus. Executive
        shall be eligible to participate in an incentive compensation plan to be
        established by the Board of Directors, under which Executive shall be eligible
        to receive up to one hundred fifty thousand dollars ($150,000) per year,
        contingent upon attainment of performance targets to be mutually agreed upon
        by
        Executive and the Board of Directors, as part of the Company’s annual operating
        plan.

       

      C. Stock
        Options.
        On the
        Effective Date, Executive shall be granted non-qualified stock options to
        purchase a total of five million
        (5,000,000)
        shares
        of Common Stock of the Company (each such option, an “Option”
and,
        collectively, the “Options”).
        On
        the Effective Date, the Options reflect 8.35% of the outstanding capital
        stock
        of the Company, on a fully-diluted basis. The exercise price of the Stock
        Options shall be: (i) with respect to fifty percent (50%) of the Options,
        the
        closing price on the Effective Date, and (ii) with respect to the other fifty
        percent (50%) of the Options, $0.80 per share, subject to adjustment to the
        price per share of the Qualified Financing if the Qualified Financing is
        an
        equity financing completed at a per share price less than $0.80 per share,
        but,
        in no event, shall the adjusted price per share be less than the closing
        price
        on the Effective Date. The Options shall vest monthly over a three-year period,
        beginning on the Start Date and subject to Executive’s continuing employment
        with the Company. The terms and form of the Options shall be set forth in
        a
        stock option agreement executed by Executive and the Company, substantially
        in
        the same form attached as Exhibit
        A
        hereto.


       

      D. Anti-Dilution
        Protection.
        The
        Company will provide Executive with anti-dilution protection at 8% of the
        outstanding capital stock of the Company (on a fully-diluted basis) up to
        the
        first $10 million of additional equity or convertible debt. Options made
        available to Executive as part of this anti-dilution protection will be granted
        upon the closing date of the additional capital financing and will be priced
        at
        the then-current market price. Vesting will be in accordance with the same
        vesting schedule as the original option grants specified above such that
        on the
        grant date, a pro rata portion (based on the percentage of the original option
        grant that has vested as of the grant date) of the newly-issued options will
        be
        fully-vested.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      E. Benefits.
        Executive shall be eligible to participate in the benefits made generally
        available by the Company to the Company’s similarly-situated employees, in
        accordance with the benefit plans established by the Company, and as may
        be
        amended from time to time in the Company’s sole discretion. Until such time as
        Executive becomes eligible for coverage by the Company’s medical plan, the
        Company shall pay the cost of COBRA coverage provided by Executive’s prior
        employer.

       

      F. Expenses.
        Executive shall be reimbursed for all reasonable business-related travel
        and
        other expenses incurred by Executive. Executive shall be entitled to incur
        expenses for accommodations and travel at the same standard as the President
        or
        Executive Chairman of the Company. 

       

      G. Vacation.
        During
        the term of this Agreement, Executive shall be entitled to accrue, on a
pro
        rata
        basis,
        twenty (20) paid time off days per year in accordance with the Company’s
        standard PTO policy.

       

      H. Indemnity
        Agreement.
        The
        Company and Executive shall enter into an Indemnity Agreement with the Company
        in substantially the form attached hereto as Exhibit
        B
        (the
“Indemnity
        Agreement”).

       

      I. Restrictions
        on Trading.
        During
        any 30 calendar day period within six months of the Start Date, Executive
        shall
        not sell any shares of the Company’s stock that would exceed five percent (5%)
        of the aggregate volume of the Company’s stock that was sold in the preceding 25
        trading days. After such six month period, Executive agrees to abide by the
        trading policy approved by the Board for all of the Company’s senior officers.
        Upon termination of the Agreement, Executive may freely dispose of ten percent
        (10%) of his shares. With respect to the other ninety percent (90%) of his
        shares, Executive shall not sell any shares of the Company’s stock during any 30
        calendar day period that would exceed twenty-five percent (25%) of the aggregate
        volume of the Company’s stock that was sold in the preceding 25 trading days.


       

      J. Stock
        Ownership Guidelines.
        During
        the Term, Executive will comply with the reasonable corporate officer stock
        ownership guidelines (consistent with similarly-situated companies) approved
        by
        the Board of Directors, as may be amended from time to time, and provided
        in
        writing to Executive.

       

      K. Legal
        Fees. The
        Company shall reimburse Executive up to thirty thousand dollars ($30,000)
        for
        legal fees incurred in the negotiation of this Agreement.

       

      L. Registration
        of Shares. The
        Company shall use reasonable commercial efforts to cause the shares of Company
        common stock to be issued upon the exercise of the Options to be registered
        with
        the Securities Exchange Commission on Form S-8 within six months of the Start
        Date, but in no event shall such filing be completed later than nine months
        from
        the Start Date.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                III.

              	
                AT-WILL
                  EMPLOYMENT; TERMINATION BY
                  COMPANY

              


      

       

      A. At-Will
        Termination by Company.
        Executive’s employment with the Company shall be “at-will” at all times. The
        Company may terminate Executive’s employment with the Company at any time,
        without any advance notice, for any reason or no reason at all, notwithstanding
        anything to the contrary contained in or arising from any statements, policies
        or practices of the Company relating to the employment, discipline or
        termination of its employees. Upon and after such termination, all obligations
        of the Company under this Agreement shall cease, except as otherwise provided
        herein.

       

      B. Severance.
        Except
        in situations where the employment of Executive is terminated For Cause,
        By
        Death or By Disability (as defined in Section IV below), in the event that
        the
        Company terminates the employment of Executive at any time (1) Executive
        will be
        eligible to receive (a) all compensation, unreimbursed expenses and accrued
        and
        unused vacation days to which Executive is entitled through the date of
        termination, (b) the then-current Base Salary of Executive payable in the
        form
        of a salary continuation in accordance with the Company’s payroll procedures and
        practice for a period of twelve (12) months after such termination (the
“Severance
        Period”),
        (c)
        any annual bonus earned under Section II(B) for a fiscal year prior to the
        date
        of termination that remains unpaid as of the termination date, payable on
        the
        date such bonus otherwise would be paid, and (d) a pro rated portion (pro
        rated
        up to the last day of the month of termination) of any annual bonus payable
        to
        Executive under Section II(B) hereof, payable on the date such bonus otherwise
        would be paid, (2) the Options awarded to Executive will continue to vest
        in
        accordance with the vesting schedule set forth in Section II(C) above for
        the
        Severance Period and,
        to
        the extent unexercised, shall expire two (2) years after such termination,
        and
        (3) Executive will be entitled to continued coverage, at the Company’s expense,
        under all benefit plans in which Executive was participating as of the
        termination date until the earlier of (x) the end of the Severance Period
        or (y)
        the date on which Executive is eligible to receive comparable coverage and
        benefits under the same type of plan of a subsequent employer; provided
        that in
        the event any such benefit plans do not permit coverage of Executive following
        employment termination, the Company shall provide the economic equivalent
        of the
        benefits provided under the plan in which he is unable to participate. In
        the
        event that Executive is employed by a subsequent employer before the end
        of the
        Severance Period, then the amount payable under subsection (b) above shall
        be
        shortened to six (6) months or the length of time between the effective date
        of
        such termination and the date upon which Executive begins such subsequent
        employment, whichever is longer; provided however that if Executive’s salary at
        such subsequent employer is lower than the Base Salary, then Executive shall
        be
        entitled to receive the difference between the Base Salary and Executive’s
        salary with such subsequent employer until the end of the twelve month period.
        Executive’s eligibility for severance is conditioned on Executive having first
        signed a standard release and covenant not to sue agreement provided by the
        Company. Executive shall not be entitled to any severance payments if
        Executive’s employment is terminated For Cause, By Death or By Disability (as
        defined in Section IV below). Except as set forth in this Section V(B), upon
        such termination of employment, all unvested Options not subject to continuing
        vesting for the Severance Period shall immediately expire effective as of
        the
        date of such termination. If Company voluntarily provides more favorable
        severance benefits to any other Company employee or officer, or if Company
        has
        in effect, 60 days after the Effective Date, agreements with employees or
        officers containing more favorable severance terms than those contained in
        this
        Agreement, then Executive will be entitled to receive those more-favorable
        severance terms.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      C. “Change
        of Control.” In
        the
        event of a Change of Control, any unvested Options would become fully vested
        immediately prior to the occurrence of the Change of Control. For purposes
        of
        this Agreement, “Change
        of Control”
shall
        mean the occurrence of one transaction or a series of related transactions
        involving (i) a transfer of securities of the Company or any consolidation
        or
        merger of the Company with or into any other person or entity, or any other
        corporate reorganization or similar transaction or series of related
        transactions (including the acquisition of capital stock of the Company),
        in
        which the stockholders of the Company immediately prior to such transaction,
        own, directly or indirectly, capital stock representing directly, or indirectly,
        less than fifty percent (50%) of the equity (measured by economic value or
        voting power) of the Company or other surviving entity immediately after
        such
        transaction or (ii) a sale, lease or other disposition of all or substantially
        all of the assets of the Company. Notwithstanding the foregoing, a “Change in
        Control” shall not include a merger or tender offer conducted within twelve
        months of the Effective Date solely for the purpose of a take-private
        transaction in connection with the equity financing (and not a sale) of the
        Company where the total transaction amount is less than $50 million, provided
        that, after such transaction, the shares into which the Options are convertible
        into are shares in the same entity and of the same class as the other officers
        and directors of the Company.

       

      
        	
                IV.

              	
                OTHER
                  TERMINATIONS BY COMPANY

              


      

       

      A. Termination
        for Cause.
        For
        purposes of this Agreement, “For Cause” shall mean: (i) Executive is convicted
        of a felony or a crime involving material dishonesty; (ii) Executive willfully
        engages in conduct that is in bad faith and materially injurious to the Company,
        including but not limited to, misappropriation of trade secrets, fraud or
        embezzlement; (iii) Executive commits a material breach of this Agreement,
        which
        breach is not cured within twenty days after written notice to Executive
        from
        the Board; (iv) Executive willfully refuses to implement or follow a lawful
        policy or directive of the Board consistent with Executive’s duties and title,
        which breach is not cured within twenty days after written notice to Executive
        from the Board, or (v) demonstrates a pattern of failing to perform job duties
        diligently and professionally and fails to cure such breach within sixty
        days
        after written notice to Executive from the Board. The Company may terminate
        Executive’s employment For Cause at any time, without any advance notice. With
        respect to clauses (iii) and (iv) above, grounds For Cause will only exist
        after
        a finding by the Board of such material breach or failure and the failure
        by
        Executive to remedy such performance to the Board’s satisfaction within such
        20-day period. With respect to clause (v) above, grounds For Cause will only
        exist after a finding by the Board of such material breach or failure and
        the
        failure by Executive to remedy such performance to the Board’s satisfaction
        within such 60-day period. The Company shall pay to Executive all compensation,
        unreimbursed expenses and accrued and unused vacation days to which Executive
        is
        entitled up through the date of termination, subject to any other rights
        or
        remedies of the Company under law; and thereafter all obligations of the
        Company
        under this Agreement shall cease. Upon such termination of employment, the
        unvested Options awarded to Executive shall immediately expire effective
        as of
        the date of such termination and (ii) the vested Options awarded to Executive,
        to the extent unexercised, shall expire one hundred twenty (120) days after
        such
        termination.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      B. By
        Death.
        Executive’s employment shall terminate automatically upon Executive’s death. The
        Company shall pay to Executive’s beneficiaries or estate, as appropriate, (a)
        all compensation, unreimbursed expenses and accrued and unused vacation days
        to
        which Executive is entitled through the date of termination, (b) any annual
        bonus earned under Section II(B) for a fiscal year prior to the date of
        termination that remains unpaid as of the termination date, payable on the
        date
        such bonus otherwise would be paid, and (c) a pro rated portion (pro rated
        up to
        the last day of the month of termination) of any annual bonus payable to
        Executive under Section II(B) hereof, payable on the date such bonus otherwise
        would be paid and all other amounts and benefits specified in this Section
        II(B). In addition, the Options awarded to Executive will continue to vest
        in
        accordance with the vesting schedule set forth in Section II(C) above for
        twelve
        months from the date of termination and, to the extent unexercised, shall
        expire
        two (2) years after such termination. Thereafter, the unvested Options awarded
        to Executive will immediately expire. Thereafter all obligations of the Company
        under this Agreement shall cease. Nothing in this Section shall affect any
        entitlement of Executive’s heirs or devisees to the benefits of any life
        insurance plan or other applicable benefits. In connection with such termination
        of employment, Executive shall also be entitled to receive continued coverage
        for Executive’s beneficiaries or estate, as appropriate, under all benefit plans
        in which Executive was participating as of the termination date for a period
        of
        one year following the termination date; provided
        that in
        the event any such benefit plans do not permit coverage of Executive following
        employment termination, the Company shall provide the economic equivalent
        of the
        benefits provided under the plan in which he is unable to
        participate.

       

      C. By
        Disability.
        If
        Executive becomes eligible for the Company’s long term disability benefits or
        if, in the opinion of a licensed healthcare professional selected by the
        Company, Executive is unable to carry out the responsibilities and functions
        of
        the position held by Executive by reason of any physical or mental impairment
        for more than one hundred twenty consecutive days or more than one hundred
        and
        eighty days in any twelve-month period, then, to the extent permitted by
        law,
        the Company may terminate Executive’s employment. The Company shall pay to
        Executive (a) all compensation, unreimbursed expenses and accrued and unused
        vacation days to which Executive is entitled up through the date of termination,
        (b) any annual bonus earned under Section II(B) for a fiscal year prior to
        the
        date of termination that remains unpaid as of the termination date, payable
        on
        the date such bonus otherwise would be paid, and (c) a pro rated portion
        (pro
        rated up to the last day of the month of termination) of any annual bonus
        payable to Executive under Section II(B) hereof, payable on the date such
        bonus
        otherwise would be paid and all other amounts and benefits specified in this
        Section II.C, and thereafter all obligations of the Company under this Agreement
        shall cease. In addition, the Options awarded to Executive will continue
        to vest
        in accordance with the vesting schedule set forth in Section II(C) above
        for
        twelve months from the date of termination and, to the extent unexercised,
        shall
        expire two (2) years after such termination. Thereafter, the unvested Options
        awarded to Executive will immediately expire. Nothing in this Section shall
        affect Executive’s rights under any disability plan in which Executive is a
        participant. In connection with such termination of employment, Executive
        shall
        also be entitled to receive continued coverage for Executive under all benefit
        plans in which Executive was participating as of the termination date for
        a
        period of one year following the termination date; provided
        that in
        the event any such benefit plans do not permit coverage of Executive following
        employment termination, the Company shall provide the economic equivalent
        of the
        benefits provided under the plan in which he is unable to participate. If
        the
        Executive disagrees with the finding of a disability by the Company-selected
        healthcare professional, Executive may submit to the Company the opinion
        of a
        licensed healthcare professional of his choice. In the event that the medical
        opinions of such licensed healthcare professionals conflict, such licensed
        healthcare professionals shall appoint a third licensed healthcare professional
        to examine the Executive, and the opinion of such third licensed healthcare
        professional regarding Executive’s ability to carry out the responsibilities and
        functions of his position shall be dispositive for purposes of this
        Section.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                V.

              	
                TERMINATION
                  BY EXECUTIVE

              


      

       

      A. At-Will
        Termination by Executive.
        Executive may terminate employment with the Company at any time for any reason
        or no reason at all, upon no less than six (6) weeks advance written notice.
        During such notice period Executive shall continue to diligently perform
        all of
        Executive’s duties hereunder. The Company shall have the option, in its sole
        discretion, to make Executive’s termination effective at any time prior to the
        end of such notice period as long as the Company pays Executive all
        compensation, unreimbursed expenses and accrued and unused vacation days
        to
        which Executive is entitled up through the last day of the four week notice
        period. Thereafter all obligations of the Company shall cease. Upon such
        termination of employment, (i) the unvested Options awarded to Executive
        shall
        immediately expire effective as of the date of such termination and (ii)
        the
        vested Options awarded to Executive, to the extent unexercised, shall expire
        ninety (90) days after such termination.

       

      B. Termination
        for Good Reason.
        Executive’s termination shall be for “Good Reason” if Executive provides written
        notice to the Company of the Good Reason within thirty (30) days of the event
        constituting Good Reason and provides the Company with a period of twenty
        (20)
        days to cure the event constituting Good Reason and the Company fails to
        cure
        the Good Reason within that period. For purposes of this Agreement,
“Good
        Reason”
shall
        mean any of the following events if the event is effected by the Company
        without
        the written consent of Executive: (A) a change in Executive’s title; (B) a
        change in Executive’s duties with Employer which materially reduces Executive's
        level of responsibility or a requirement that Executive perform services
        that
        are materially inconsistent with Executive’s position as Chief Executive
        Officer; (C) a reduction in Executive’s Base Salary; (D) a requirement that
        Executive report to a person or entity other than the Board; or (E) a breach
        by
        the Company of a material provision of this Agreement. If Executive terminates
        his employment for Good Reason, Executive shall receive all of the rights
        and
        benefits specified in Section III(B) hereof. 

       

      
        	
                VI.

              	
                TERMINATION
                  OBLIGATIONS

              


      

       

      A. Return
        of Property.
        Executive agrees that all property (including without limitation all equipment,
        tangible proprietary information, documents, records, notes, contracts and
        computer-generated materials) furnished to or created or prepared by Executive
        incident to Executive’s employment belongs to the Company and shall be promptly
        returned to the Company upon termination of Executive’s employment.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      B. Resignation
        and Cooperation.
        Upon
        termination of Executive’s employment, Executive shall be deemed to have
        resigned from all offices and directorships then held with the Company.
        Following any termination of employment, Executive shall reasonably cooperate
        with the Company in the winding up of pending work on behalf of the Company
        and
        the orderly transfer of work to other employees. Executive shall also reasonably
        cooperate with the Company in the defense of any action brought by any third
        party against the Company that relates to Executive’s employment by the Company.
        Any post-termination assistance described in this Section VI(B) shall be
        provided at the Company’s sole cost and expense and shall be subject to
        Executive’s other commitments. 

       

      C. Continuing
        Obligations.
        Executive understands and agrees that Executive’s obligations under Sections VI,
        VII, VIII and IX herein shall survive the termination of Executive’s employment
        for any reason and the termination of this Agreement.

       

      
        	
                VII.

              	
                INVENTIONS
                  AND CONFIDENTIAL INFORMATION; PROHIBITION ON THIRD PARTY
                  INFORMATION

              


      

       

      A. Confidential
        Information.

       

      1. Executive
        expressly acknowledges that, in the performance of his duties and
        responsibilities with the Company, he has been exposed since prior to the
        Effective Date, and will be exposed, to the confidential and proprietary
        information of the Company, its affiliates and/or its clients, business partners
        or customers (“Confidential
        Information”).
        The
        term “Confidential Information” includes information or material that has actual
        or potential commercial value to the Company, its affiliates and/or its clients,
        business partners or customers and is not generally known to and is not readily
        ascertainable by proper means to persons outside the Company, its affiliates
        and/or its clients or customers. “Confidential Information” includes the
        following, whether or not expressed in a document or medium, regardless of
        the
        form in which it is communicated, and whether or not marked “trade secret” or
“confidential” or any similar legend: (i) lists of and/or information concerning
        (including identities of) customers, prospective customers, suppliers,
        employees, consultants, co-venturers and/or joint venture candidates of the
        Company, its affiliates or its clients or customers; (ii) non-public information
        submitted by customers, prospective customers, suppliers, employees, consultants
        and/or co-venturers of the Company, its affiliates and/or its clients or
        customers; (iii) non-public information proprietary to the Company, its
        affiliates and/or its clients or customers, including, without limitation,
        cost
        information, profits, sales information, prices, accounting, unpublished
        financial information, business plans or proposals, expansion plans (for
        current
        and proposed facilities), markets and marketing methods, advertising and
        marketing strategies, administrative procedures and manuals, the terms and
        conditions of the Company’s contracts and trademarks and patents under
        consideration, distribution channels, franchises, investors, sponsors and
        advertisers; (iv) proprietary technical information concerning products and
        services of the Company, its affiliates and/or its clients, business partners
        or
        customers, including, without limitation, product data and specifications,
        diagrams, flow charts, know how, processes, designs, formulae, inventions
        and
        product development; (v) lists of and/or information concerning applicants,
        candidates or other prospects for employment, independent contractor or
        consultant positions at or with any actual or prospective customer or client
        of
        Company and/or its affiliates, any and all confidential processes, inventions
        or
        methods of conducting business of the Company, its affiliates and/or its
        clients, business partners or customers; (vi) acquisition or merger targets;
        (vii) business plans or strategies, data, records, financial information
        or
        other trade secrets concerning the actual or contemplated business, strategic
        alliances, policies or operations of the Company or its affiliates; or (viii)
        any and all versions of proprietary computer software (including source and
        object code), hardware, firmware, code, discs, tapes, data listings and
        documentation of the Company; (ix) trade secrets, business and/or financial
        secrets and (x) any other confidential information disclosed to Executive
        by, or
        which Executive obligated under a duty of confidence from, the Company, its
        affiliates, and/or its clients, business partners or customers.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      2. Except
        as
        authorized in writing by the Board, during the performance of Executive’s duties
        and responsibilities for the Company and until such time as any such
        Confidential Information becomes generally known to and readily ascertainable
        by
        proper means to persons outside the Company, its affiliates and/or its clients,
        business partners or customers, Executive agrees to keep strictly confidential
        and not use for his personal benefit or the benefit to any other person or
        entity (other than the Company) the Confidential Information

       

      3. Executive
        affirms that he does not possess and will not rely upon the protected trade
        secrets or confidential or proprietary information of his prior employer(s)
        in
        providing services to the Company.

       

      4. In
        the
        event that Executive’s employment with the Company terminates for any reason,
        Executive shall deliver forthwith to the Company any and all originals and
        copies of Confidential Information.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      B. Non-Solicitation.

       

      1. Executive
        agrees and acknowledges that by virtue of his position in the Company, he
        is
        familiar with and in possession of the Company’s trade secrets, customer
        information and other Confidential Information which are valuable to the
        Company
        and that their goodwill, protection and maintenance constitute a legitimate
        business interest of the Company, to be protected by the non-competition
        restrictions set forth herein. Executive agrees and acknowledges that the
        non-competition restrictions set forth herein are reasonable and necessary
        and
        do not impose undue hardship or burdens on Executive. Executive also
        acknowledges that the products and services developed or provided by the
        Company, its affiliates and/or its clients or customers are or are intended
        to
        be sold, provided, licensed and/or distributed to customers and clients in
        and
        throughout the United States (the “Geographic
        Boundary”)
        (to
        the extent the Company comes to own or operate any material asset in other
        areas
        of the United States during the term of Executive’s employment, the definition
        of Geographic Boundary shall be expanded to cover such other areas), and
        that
        the Geographic Boundary, scope of prohibited competition, and time duration
        set
        forth in the non-competition restrictions set forth below are reasonable
        and
        necessary to maintain the value of the Confidential Information of, and to
        protect the goodwill and other legitimate business interests of, the Company,
        its affiliates and/or its clients or customers. For this purpose, the Company’s
        business includes products and services that target the online youth demographic
        based on an internet advertising based business model.

       

      2. The
        Executive agrees that the Company will be irreparably damaged if Executive
        were
        to provide services or to otherwise participate in the business of any person
        or
        company competing with the Company in violation of this Agreement and any
        such
        competition by Executive would result in significant loss of goodwill by
        the
        Company. Therefore, Executive hereby agrees and covenants that he shall not,
        without the prior written consent of the Company, directly or indirectly,
        in any
        capacity whatsoever, including, without limitation, as an employee, employer,
        consultant, principal, partner, shareholder, officer, director or any other
        individual or representative capacity (other than a holder of less than one
        percent (1%) of the outstanding voting shares of any publicly held company),
        or
        whether on Executive’s own behalf or on behalf of any other person or entity or
        otherwise howsoever, during Executive’s employment with the Company and for a
        period equal to the greater of one year (two years, if Executive’s employment is
        terminated by Executive in accordance with Section V above) following the
        termination of this Agreement and Executive’s employment with the Company, in
        the Geographic Boundary:

       

      a. Directly
        or indirectly through another person recruit, solicit or interfere with,
        or
        attempt to recruit, solicit, interfere with, any employee, or independent
        contractor of the Company to leave the employment (or independent contractor
        relationship) thereof, whether or not any such employee or independent
        contractor is party to an employment agreement. The Company acknowledges
        that
        this Section will not be violated by general advertising or general
        solicitations that are not targeted or directed specifically to employees
        of the
        Company, nor by the consideration or acceptance of unsolicited applications
        for
        employment by such individuals.

       

      b. Interfere
        with any relationship, contractual or otherwise, between the Company and
        any
        other party, including; without limitation, any supplier, co-venturer or
        joint
        venturer of the Company to discontinue or reduce its business with the Company
        or otherwise interfere in any way with the Business of the Company. The
“Business of the Company” includes products that target the online youth
        demographic based on an internet advertising based business model.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      3. Executive
        further agrees that for a period of six months following the termination
        of this
        Agreement and of Executive’s employment, he will not, directly or indirectly,
        engage, own, manage, operate, control, be employed by, consult for, participate
        in, render services for or be connected in any manner with the ownership,
        management, operation or control of any business in competition with the
        Business of the Company as defined above.

       

      
        	
                VIII.

              	
                ARBITRATION

              


      

       

      Any
        dispute, controversy, or claim arising under, out of, in connection with,
        or in
        relation to this Agreement, or the breach termination, validity or
        enforceability of any provision of this Agreement (“Arbitrable
        Claims”),
        will
        be settled by final and binding arbitration conducted in accordance with
        and
        subject to the Judicial Arbitration and Mediation Service’s (“JAMS”)
        then-current JAMS Employment Arbitration Rules and Procedures (the “JAMS
        Rules”),
        or
        such other alternative dispute resolution provider or process agreed by the
        parties. Unless otherwise mutually agreed upon by the parties, the arbitration
        hearings shall be conducted in San Francisco, California. A single arbitrator
        shall be selected in accordance with the JAMS Rules (the “Arbitrator”)
        and
        the Arbitrator shall allow such discovery as is appropriate, consistent with
        the
        purposes of arbitration in accomplishing fair, speedy and cost effective
        resolution of disputes. Judgment upon the award rendered in any such arbitration
        may be entered in any court having jurisdiction thereof, or application may
        be
        made to such court for a judicial acceptance of the award and an enforcement
        of
        such award, as the law of such jurisdiction may require or allow. Other than
        those matters involving injunctive relief as a remedy that cannot, as a matter
        of law, be awarded by the Arbitration, or any action necessary to enforce
        the
        award of the Arbitrator, the parties agree that the provisions of this Section
        VIII are a complete defense to any suit, action, or other proceeding instituted
        in any court or before any administrative tribunal with respect to any dispute,
        controversy or claim arising under or in connection with this Agreement.
        THE
        PARTIES HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN REGARD
        TO THE
        ARBITRABLE CLAIMS.

       

      
        	
                IX.

              	
                AMENDMENTS;
                  WAIVERS; REMEDIES

              


      

       

      This
        Agreement may not be amended or waived except by a writing signed by Executive
        and by a duly authorized representative of the Company other than Executive.
        Failure to exercise any right under this Agreement shall not constitute a
        waiver
        of such right. Any waiver of any breach of this Agreement shall not operate
        as a
        waiver of any subsequent breaches. All rights or remedies specified for a
        party
        herein shall be cumulative and in addition to all other rights and remedies
        of
        the party hereunder or under applicable law.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                X.

              	
                ASSIGNMENT;
                  BINDING EFFECT

              


      

       

      A. Assignment.
        The
        performance of Executive is personal hereunder, and Executive agrees that
        Executive shall have no right to assign and shall not assign or purport to
        assign any rights or obligations under this Agreement. This Agreement may
        be
        assigned or transferred by the Company to any successor to all or substantially
        all of the business and/or assets of the Company if such successor expressly
        assumes and agrees to perform this Agreement in the same manner and to the
        same
        extent that the Company would be required to perform it if no such succession
        had taken place; and nothing in this Agreement shall prevent the consolidation,
        merger or sale of the Company or a sale of any or all or substantially all
        of
        its assets.

       

      B. Binding
        Effect.
        Subject
        to the foregoing restriction on assignment by Executive, this Agreement shall
        inure to the benefit of and be binding upon each of the parties; the affiliates,
        officers, directors, agents, successors and assigns of the Company; and the
        heirs, devisees, spouses, legal representatives and successors of
        Executive.

       

      
        	
                XI.

              	
                NOTICES

              


      

       

      All
        notices or other communications required or permitted hereunder shall be
        made in
        writing and shall be deemed to have been duly given if delivered: (a) by
        hand;
        (b) by a nationally recognized overnight courier service; (c) by United States
        first class registered or certified mail, return receipt requested, to the
        principal address of the other party, as set forth below or (d) by facsimile
        (receipt confirmed). The date of notice shall be deemed to be the earlier
        of (i)
        actual receipt of notice by any permitted means, or (ii) five business days
        following dispatch by overnight delivery service or the United States Mail.
        Executive shall be obligated to notify the Company in writing of any change
        in
        Executive’s address. Notice of change of address shall be effective only when
        done in accordance with this paragraph.

       

      Company’s
        Notice Address:

       

      GoFish
        Corporation

      706
        Mission Street, 10th Floor

      San
        Francisco, California, 94103

      Facsimile:
        (415) 978-9603

       

      Executive’s
        Notice Address:

       

      Matt
        Freeman

      
        [ADDRESS
          OMITTED]


      

      Facsimile:
        _______________

       

      With
        a
        copy to:

       

      Frankfurt
        Kurnit Klein & Selz, PC

      488
        Madison Avenue, 10th
        floor

      New
        York, NY 10022

      Attn.:
        Richard Kurnit

      Facsimile:
        (212) 593-9175

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                XII.

              	
                SEVERABILITY

              


      

       

      If
        any
        provision of this Agreement shall be held by a court or arbitrator to be
        invalid, unenforceable, or void, such provision shall be enforced to the
        fullest
        extent permitted by law, and the remainder of this Agreement shall remain
        in
        full force and effect. In the event that the time period or scope of any
        provision is declared by a court or arbitrator of competent jurisdiction
        to
        exceed the maximum time period or scope that such court or arbitrator deems
        enforceable, then such court or arbitrator shall reduce the time period or
        scope
        to the maximum time period or scope permitted by law.

       

      
        	
                XIII.

              	
                TAXES

              


      

       

      All
        amounts paid under this Agreement (including without limitation Base Salary
        or
        Severance) shall be paid less all applicable state and federal tax withholdings
        and any other withholdings required by any applicable jurisdiction.

       

      The
        Company shall delay the payment of any amounts under this Agreement to the
        extent necessary to comply with Section 409A(a)(2)(B)(i) of the Internal
        Revenue
        Code (relating to payments made to certain “specified employees” of certain
        publicly-traded companies); in such event, any payment to which Executive
        would
        otherwise be entitled during the six (6) month period following the date
        of
        Executive’s termination of employment will be payable on the first business day
        following the expiration of such six (6) month period.

       

      If
        the
        receipt by the Executive of any payments, awards, grants or other amounts
        or
        benefits pursuant to the terms of this Agreement (“Initial Amount”) result in a
        tax under Sections 409A or 4999 of the Internal Revenue Code, or both, the
        Company shall pay the Executive an additional amount (the “Gross Up Amount”) so
        that, after the reduction of tax (i) under those Sections (and corresponding
        provisions of state and local law) on the Initial Amount and the Gross Up
        Amount
        and (ii) any US federal, state and local income or payroll tax on the Gross
        Up
        Amount, the amount retained by the Executive is equal to the Initial Amount
        before any US federal, state or local income or payroll tax on the Initial
        Amount.

       

      
        	
                XIV.

              	
                GOVERNING
                  LAW

              


      

       

      This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                XV.

              	
                INTERPRETATION

              


      

       

      This
        Agreement shall be construed as a whole, according to its fair meaning, and
        not
        in favor of or against any party. Sections and section headings contained
        in
        this Agreement are for reference purposes only, and shall not affect in any
        manner the meaning or interpretation of this Agreement. Whenever the context
        requires, references to the singular shall include the plural and the plural
        the
        singular.

       

      
        	
                XVI.

              	
                COUNTERPARTS

              


      

       

      This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original of this Agreement, but all of which together shall constitute
        one and the same instrument.

       

      
        	
                XVII.

              	
                AUTHORITY

              


      

       

      Each
        party represents and warrants that such party has the right, power and authority
        to enter into and execute this Agreement and to perform and discharge all
        of the
        obligations hereunder; and that this Agreement constitutes the valid and
        legally
        binding agreement and obligation of such party and is enforceable in accordance
        with its terms.

       

      
        	
                XVIII.

              	
                ENTIRE
                  AGREEMENT

              


      

       

      This
        Agreement is intended to be the final, complete, and exclusive statement
        of the
        terms of Executive’s employment by the Company and may not be contradicted by
        evidence of any prior or contemporaneous statements or agreements, except
        for
        agreements specifically referenced herein (including the Indemnity Agreement
        and
        any applicable stock option agreement, applicable restricted stock unit
        agreement or other similar Company plan document). To the extent that the
        practices, policies or procedures of the Company, now or in the future, apply
        to
        Executive, and to the extent that any applicable stock option agreement,
        applicable restricted stock unit agreement or similar Company plan document,
        are
        inconsistent with the terms of this Agreement, the provisions of this Agreement
        shall control. Any subsequent change in Executive’s duties, position, or
        compensation will not affect the validity or scope of this
        Agreement.

       

      
        	
                XIX.

              	
                EXECUTIVE
                  ACKNOWLEDGEMENT

              


      

       

      EXECUTIVE
        ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING
        THIS AGREEMENT, THAT HE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT HE IS
        FULLY
        AWARE OF ITS LEGAL EFFECT, AND THAT HE HAS ENTERED INTO IT FREELY BASED ON
        HIS
        OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE
        CONTAINED IN THIS AGREEMENT.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties have duly executed this Agreement as of the date first written
        above.

       

      
        	
                GOFISH
                  CORPORATION

              	
                Matt
                  Freeman

              
	 	 
	
                By:_________________________________

              	
                _________________________________

              
	
                Name:

              	 
	
                Title:

              	 


      

      


      
        
          
          

        

        
          15