Unassociated Document


    EXHIBIT
      10.2

     

    AMENDMENT
      TO EMPLOYMENT AGREEMENT

     

     

    THIS
      AMENDMENT TO EMPLOYMENT AGREEMENT
      ("Amendment") is made, entered into and effective as of February 26, 2007,
      between GoFish Corporation (the “Company”),
      and
      Michael Downing, an individual (the “Executive”).

     

    RECITALS

     

    WHEREAS,
      the
      Company and the Executive are parties to an Employment Agreement dated as of
      October 27, 2006 (the “Employment Agreement”) pursuant to which the Executive
      serves as President and Chief Executive Officer of the Company; 

     

    WHEREAS,
      simultaneous with the execution of this Amendment, the Executive intends to
      resign his title of President and retain his title of Chief Executive Officer
      of
      the Company; and

     

    WHEREAS,
      the
      parties hereto desire to amend the Employment Agreement to reflect certain
      understandings between the Company and the Executive.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements herein contained, and
      the
      parties’ continued performance of their mutual obligations under the Employment
      Agreement, the parties hereto agree that the Employment Agreement shall be
      amended as follows:

     

    1. Capitalized
      terms used but not otherwise defined herein shall have the meanings ascribed
      to
      such terms in the Employment Agreement.

     

    2. Section
      2
      of the Employment Agreement is hereby amended and restated to read in its
      entirety as follows:

     

    2. Position
      and Duties.
      During
      the term of the Executive’s employment hereunder, the Executive shall continue
      to serve in, and assume duties and responsibilities consistent with, the
      position of Chief Executive Officer, unless and until otherwise instructed
      by
      the Company. The Executive agrees to devote to the Company substantially all
      of
      his working time, skill, energy and best business efforts during the term of
      his
      employment with the Company, and the Executive shall not engage in business
      activities outside the scope of his employment with the Company if such
      activities would detract from or interfere with his ability to fulfill his
      responsibilities and duties under this Agreement or require substantial amounts
      of his time or of his services.

    


    3. Section
      12(c)(i) of the Employment Agreement is hereby amended and restated to read
      in
      its entirety as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    12. Termination
      of Employment..

     

    ...

    


    (c) “Cause.”
      

    


    (i) At
      any
      time during the term of this Agreement, the Company may terminate this Agreement
      and the Executive’s employment hereunder for “Cause.” For purposes of this
      Agreement, “Cause”
shall
      be defined as the occurrence of: (A)
      gross
      neglect, malfeasance or gross insubordination in performing the Executive’s
      duties under this Agreement; (B) the Executive’s conviction for a felony,
      excluding convictions associated with traffic violations; (C) an egregious
      act
      of dishonesty (including without limitation theft or embezzlement) or a
      malicious action by the Executive toward the Company’s customers or employees;
      (D) a willful and material violation of any provision of Sections 13 and 14
      hereof; (E) intentional reckless conduct that is materially detrimental to
      the
      business or reputation of the Company; or (F) material failure, other than
      by
      reason of Disability, to carry out reasonably assigned duties or instructions
      consistent with the title of Chief Executive Officer (provided that material
      failure to carry out reasonably assigned duties shall be deemed to constitute
      Cause only after a finding by the Board of Directors, or a duly constituted
      committee thereof, of material failure on the part of the Executive and the
      failure to remedy such performance to the Board’s or the committee’s
      satisfaction within 30 days after delivery of written notice to the Executive
      of
      such finding).

    


    4. Section
      12(e)(i) of the Employment Agreement is hereby amended and restated to read
      in
      its entirety as follows: 

     

    12. Termination
      of Employment.

    


    .
      . .
      .

    


    (e) “Good
      Reason.”

     

    (i) At
      any
      time during the term of this Agreement, subject to the conditions set forth
      in
      Section 12(e)(ii) below, the Executive may terminate this Agreement and the
      Executive’s employment with the Company for “Good Reason.” For purposes of this
      Agreement, “Good
      Reason”
shall
      mean the occurrence of any of the following events: (A) the
      assignment, without the Executive’s consent, to the Executive of duties that are
      significantly different from, and that result in a substantial diminution of,
      the duties that he assumed on the Effective Date; (B) the
      assignment, without the Executive’s consent, to the Executive of a title that is
      different from and subordinate to the title specified in Section 2 above,
      provided, however, that the retention of another executive as Chief Executive
      Officer shall not, in and of itself, entitle the Executive to claim a
      termination for Good Reason hereunder; (C) any termination of the Executive’s
      employment by the Company, other than a termination for Cause, within
      12
      months after a Change of Control;
      (D) the
      assignment, without the Executive’s consent, to the Executive of duties that are
      significantly different from, and that result in a substantial diminution of,
      the duties that he assumed on the Effective Date within 12 months after a Change
      of Control; or (E) material
      breach by the Company of this Agreement.

    


    5. The
      Employment Agreement is hereby amended to add a new subsection 12(e)(i)(1),
      which reads in its entirety as follows:

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    12. Termination
      of Employment.

    


    .
      . .
      .

    


    (e) “Good
      Reason.”

    


    (i)

    


    .
      . . .


    


    (1) The
      hiring of Tabreez Verjee as President or Co-President of the Company shall
      not
      constitute “Good Reason” hereunder.

    


    6. All
      other
      terms of the Employment Agreement shall remain in full force and effect and
      shall not be affected by this Amendment. In the event of any conflict between
      the terms of this Amendment and the terms of the Employment Agreement, this
      Amendment shall control.

     

    7. All
      issues and disputes concerning, relating to or arising out of this Amendment
      and
      from the Executive’s employment by the Company, including, without limitation,
      the construction and interpretation of this Amendment, shall be governed by
      and
      construed in accordance with the internal laws of the State of California,
      without giving effect to that State’s principles of conflicts of
      law.

     

    8. This
      Amendment may be executed in two or more counterparts and shall be binding
      upon
      the parties hereto as if all the parties executed the original
      hereof.

     

    9. THE
      EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AMENDMENT
      AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION THEREOF. THIS
      AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS AMENDMENT BY BOTH
      PARTIES.

    


    


     

    [SIGNATURE
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    IN
      WITNESS WHEREOF,
      the
      parties have caused this Amendment to be duly executed as of the day and year
      first above written.

     

    GoFish
      Corporation

    


    


    /s/________________________      

    Name:
       Riaz
      Valani

    Title: Authorized
      Signatory

    


    


    


    


    /s/________________________      

    Michael
      Downing

     

    
      
         

      

      
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