Unassociated Document


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”)
      is
      made and entered into and effective as of February 26, 2007 (the “Effective
      Date”),
      between GoFish Corporation (the “Company”),
      and
      Tabreez Verjee, an individual (the “Executive”).

    


    WHEREAS,
      the Company and the Executive wish to memorialize the terms and conditions
      of
      the Executive’s employment by the Company in the position of President, Head of
      Strategy and Corporate Development; 

    


    NOW,
      THEREFORE, in consideration of the covenants and promises contained herein,
      the
      Company and the Executive agree as follows:

    


    1. Employment
      Period.
      The
      Company offers to employ the Executive, and the Executive agrees to be employed
      by Company, in accordance with the terms and subject to the conditions of this
      Agreement, commencing on the Effective Date and terminating on the fourth
      anniversary of the Effective Date (the “Scheduled
      Termination Date”),
      unless terminated in accordance with the provisions of Section 10 below, in
      which case the provisions of Section 10 shall control; provided,
      however,
      that
      unless either party provides the other party with written notice of his or
      its
      intention not to renew this Agreement at least 90 days prior to the expiration
      of the initial term or any renewal term of this Agreement (as the case may
      be),
      this Agreement shall automatically renew for additional one-year periods
      commencing on the day after such expiration date. The Executive affirms that
      no
      obligation exists between the Executive and any other entity which would prevent
      or impede the Executive’s immediate and full performance of every obligation of
      this Agreement.

    


    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 President, unless and until otherwise instructed by the Company.
      The
      Executive agrees to devote to the Company eighty percent (80%) of his working
      time, as well as his 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. Notwithstanding the foregoing provisions of
      this
      Section 2, the Company is aware of and consents to the Executive’s continuing
      involvement with Global Asset Capital. 

    


    3. No
      Conflicts.
      The
      Executive covenants and agrees that for so long as he is employed by the
      Company, he shall inform the Company of each and every future business
      opportunity presented to the Executive that arises within the scope of the
      Business of the Company (as defined below) and would be feasible for the
      Company, and that he will not, directly or indirectly, exploit any such
      opportunity for his own account. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Location.
      The
      locus of the Executive’s employment with the Company shall be the Company’s
      office located in San Francisco, California and any other locus where the
      Company now or hereafter has a business facility. 

    


    5. Compensation.
      

    


    (a) Base
      Salary.
      During
      the term of this Agreement, the Company shall pay, and the Executive agrees
      to
      accept, in consideration for the Executive’s services hereunder, pro
      rata
      bi-weekly payments of the annual salary of $175,000.00, less all applicable
      taxes and other appropriate deductions. 

    


    The
      Compensation Committee (the “Compensation Committee”) of the Company’s Board of
      Directors (the “Board”) shall also review the Executive’s base salary annually
      and shall make a recommendation to the Board as to whether such base salary
      should be increased, which decision shall be within the Board’s sole
      discretion.

    


    (b) Bonus.
      During
      the term of this Agreement, the Executive shall be entitled to receive a bonus,
      which may be paid annually or semi-annually at the discretion of the
      Compensation Committee (or by the independent members of the Board if there
      exists no Compensation Committee), the aggregate of which bonus shall not exceed
      40% of his base salary, and the actual amount of which bonus shall be determined
      according to achievement of performance-related financial and operating targets
      established annually for the Company and the Executive by the Compensation
      Committee (or by the independent members of the Board if there exists no
      Compensation Committee). As of the Effective Date, and unless modified by the
      Compensation Committee (or by the independent members of the Board if there
      exists no Compensation Committee), the Executive shall be entitled to receive
      a
      semi-annual bonus. The performance targets described above for each fiscal
      year
      shall be adopted by the Compensation Committee promptly after the end of the
      prior fiscal year, but in no event later than March 31st
      of the
      current fiscal year. Each bonus, or in the case of a semi-annual bonus, one
      installment of the semi-annual bonus, shall be paid by the Company to the
      Executive promptly after the first meeting of the Board following the completion
      of the annual audit, which meeting shall occur on or about April 15th of each
      year. 

    


    (c) Initial
      Compensation.
      As an
      incentive to formalize his existing relationship with the Company, and in
      recognition of the Executive’s seven months of full-time work already completed
      without compensation on behalf of the Company, the Executive will receive,
      and
      the Company agrees to pay, a cash amount of $100,000, payable within 45 days
      of
      the execution of this Agreement. 

    


    6. Expenses.
      During
      the term of this Agreement, the Executive shall be entitled to payment or
      reimbursement of any reasonable expenses paid or incurred by him in connection
      with and related to the performance of his duties and responsibilities hereunder
      for the Company. All requests by the Executive for payment of
      reimbursement of such expenses shall be supported by appropriate invoices,
      vouchers, receipts, or such other supporting documentation in such form and
      containing such information as the Company may from time to time require,
      evidencing that the Executive, in fact, incurred or paid said expenses.


    


    
      
         

      

      
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    7. Vacation.
      During
      the term of this Agreement, the Executive shall be entitled to accrue, on a
      pro
      rata basis,
      20
      vacation days per year. The Executive shall be entitled to carry over any
      accrued, unused vacation days from year to year without limitation.

    


    8. Stock
      Options.
      The
      Company hereby agrees that the Executive
      shall be granted stock options on the terms and conditions hereinafter
      stated:

    


    (a) Grant
      of Options.
      In its
      sole discretion and at any time during the term of this Agreement, the Company
      may grant
      the
      Executive an option to purchase shares of the
      Company’s common voting stock (the “Option”)
      under
      the Company’s 2006 Stock Option Plan (the “Stock
      Option Plan”).
      Each
      such grant shall be evidenced by an Option Agreement as contemplated by the
      Stock Option Plan. The Executive shall be eligible for such grants of Options
      and other permissible awards (collectively with Options, “Awards”) under the
      Stock Option Plan as the Compensation Committee or the Board shall determine
      in
      its sole discretion. 

    


    (b) Option
      Price; Term.
      The
      per
      share
      exercise price of the Option shall be the market value of a share of the Company
      on the date of the grant. The term of the Option shall be ten years from the
      date of grant.

    


    (c) Vesting
      and Exercise.
      One-third (1/3) of the Option shall be vested and exercisable on the first
      anniversary of the grant of the Option. Thereafter, an additional one-thirty
      sixth (1/36) of the Option shall be vested and become exercisable on the last
      day of each month, subject to the provisions of Section 8(d) below.

    


    (d) Termination
      of Service; Accelerated Vesting. 

     

    (i) If
      the
      Executive’s employment is terminated for Cause, as such term is defined below,
      all unvested Awards shall immediately expire effective the date of termination
      of employment. Vested Awards, to the extent unexercised, shall expire 120 days
      after termination of employment.

    


    (ii) If
      the
      Executive’s employment is terminated voluntarily by the Executive without Good
      Reason, as such term is defined below, all unvested Awards shall immediately
      expire effective the date of termination of employment. Vested Awards, to the
      extent unexercised, shall expire 120 days after the termination of
      employment.

    


    (iii) If
      the
      Executive’s employment terminates on account of death or Disability, as defined
      below, all unvested Awards shall immediately expire effective the date of
      termination of employment. Vested Awards, to the extent unexercised, shall
      expire one year after the termination of employment.

    


    (iv) If
      the
      Executive’s employment is terminated (A) in connection with a Change of Control
      (or following a Change of Control event), (B) by the Company without Cause,
      or
      (C) by the Executive for Good Reason, all unvested Awards shall immediately
      vest
      and become exercisable effective the date of termination of employment, and
      to
      the extent unexercised, shall expire one year after any such event.

     

    
      
         

      

      
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    9. Other
      Benefits.
      

    


    (a) During
      the term of this Agreement, the Executive shall be eligible to participate
      in
      incentive, savings, retirement (401(k)), and welfare benefit plans, including,
      without limitation, health, medical,
      dental,
      vision,
      life (including accidental death and dismemberment),
      and
      disability insurance plans (collectively, “Benefit
      Plans”),
      in
      substantially the same manner, including but not limited to responsibility
      for
      the cost thereof, and at
      substantially the same levels, as the Company makes
      such
      opportunities available to all of the Company’s managerial
      or salaried executive
      employees. 

    


    (b) The
      Executive’s spouse and dependent minor children will be covered under the
      Benefit Plans providing health, medical, dental, and vision benefits, in
      substantially the same manner, including but not limited to responsibility
      for
      the cost thereof, and at substantially the same levels, as the Company makes
      such opportunities available to the spouses and dependent minor children to
      all
      of the Company’s managerial or salaried executive employees. 

    


    (c) The
      Company shall purchase and maintain traditional directors and officers liability
      insurance coverage in the amount of at least $5,000,000 covering the Company’s
      officers and directors, including the Executive, as of the Effective
      Date.

    


    (d)
       Until
      such time as Executive becomes eligible for coverage by the Company’s medical
      coverage, the Company shall pay the cost of COBRA coverage provided by the
      Executive’s prior employer, to the same extent as such coverage was paid for by
      such prior employer.

    


    10. Termination
      of Employment.

    


    (a) Death.
      In the
      event that during the term of this Agreement the Executive dies, this Agreement
      and the Executive’s employment with the Company shall automatically terminate
      and the Company shall have no further obligations or liability to the Executive
      or his heirs, administrators, or executors with respect to compensation and
      benefits accruing thereafter, except for the obligation to pay the Executive’s
      heirs, administrators, or executors any earned but unpaid base salary, unpaid
      pro
      rata
      annual
      bonus, and unused vacation days accrued through the date of death, and vested
      but unexercised Awards; provided,
      that
      nothing contained in this Paragraph shall be deemed to excuse any breach by
      the
      Company of any provision of this Agreement. The Company shall deduct, from
      all
      payments made hereunder, all applicable taxes, including income tax, FICA,
      and
      FUTA, and other appropriate deductions.

    


    (b) “Disability.”
      In
      the
      event that, during the term of this Agreement, the Executive shall be prevented
      from performing his duties and responsibilities hereunder to the full extent
      required by the Company by reason of Disability (as defined below), this
      Agreement and the Executive’s employment with the Company shall automatically
      terminate, and the Company shall have no further obligations or liability to
      the
      Executive or his heirs, administrators, or executors with respect to
      compensation and benefits accruing thereafter, except for the obligation to
      pay
      the Executive or his heirs, administrators, or executors any earned but unpaid
      base salary, 

     

    
      
         

      

      
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    unpaid
      pro
      rata
      annual
      bonus, and unused vacation days accrued through the Executive’s last date of
      Employment with the Company, and vested but unexercised Awards; provided,
      that
      nothing contained in this Paragraph shall be deemed to excuse any breach by
      the
      Company of any provision of this Agreement. The Company shall deduct, from
      all
      payments made hereunder, all applicable taxes, including income tax, FICA,
      and
      FUTA, and other appropriate deductions through
      the last date of the Executive’s employment with the Company. For purposes of
      this Agreement, “Disability”
shall
      mean a physical or mental disability that prevents the performance by the
      Executive, with or without reasonable accommodation, of his duties and
      responsibilities hereunder for a period of not less than an aggregate of three
      months during any twelve consecutive months. 

    


    (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 11 and 12
      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 President and Head of Strategy and Corporate
      Development (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 such committee’s satisfaction within 30 days after delivery of written notice
      to the Executive of such finding).

    


    (ii) Upon
      termination of this Agreement for Cause, the Company shall have no further
      obligations or liability to the Executive or his heirs, administrators, or
      executors with respect to compensation and benefits thereafter, except for
      the
      obligation to pay the Executive any earned but unpaid base salary, unpaid
pro
      rata
      annual
      bonus, and unused vacation days accrued through the Executive’s last day of
      employment with the Company. The Company shall deduct, from all payments made
      hereunder, all applicable taxes, including income tax, FICA and FUTA, and other
      appropriate deductions.

    


    (d) Change
      of Control.
      For
      purposes of this Agreement, “Change
      of Control”
means
      the occurrence of, or the Company’s Board’s vote to approve: (A) any
      consolidation or merger of the Company pursuant to which the stockholders
      of the Company immediately before the transaction do not retain immediately
      after the transaction, in substantially the same proportions as their ownership
      of shares of the Company’s
      voting
      stock immediately before the transaction, direct or indirect beneficial
      ownership of more than 50% of the total combined voting power of the outstanding
      voting securities of the surviving business entity;
      (B) any
      sale, lease, exchange, or other transfer (in one transaction or a series of
      related transactions) of all, or substantially all, 

     

    
      
         

      

      
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    of
      the
      assets of the Company other than any sale, lease, exchange, or other transfer
      to
      any company where the Company owns, directly or indirectly, 100% of the
      outstanding voting securities of such company after any such transfer; or
      (C)
      the
      direct or indirect sale or exchange in a single or series of related
      transactions by the stockholders of the Company of more than 50% of the voting
      stock of the Company.

    


    (e) “Good
      Reason.”

     

    (i) At
      any
      time during the term of this Agreement, subject to the conditions set forth
      in
      Section 10(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 of this
      Agreement, provided,
      however,
      that
      the retention of another executive as President or Chief Executive Officer
      shall
      not, in and of itself, entitle the Executive to claim a termination for Good
      reason hereunder; (C) upon
      a
      Change of Control,
      the
      failure of the entity acquiring the Company to assume duties and liabilities
      toward the Executive that are substantially similar to those outlined in this
      Agreement; (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. 

    


    (ii) The
      Executive shall not be entitled to terminate his employment with the Company
      and
      this Agreement for Good Reason unless and until he shall have delivered written
      notice to the Company of his intention to terminate this Agreement and his
      employment with the Company for Good Reason, which notice specifies in
      reasonable detail the circumstances claimed to provide the basis for such
      termination for Good Reason, and the Company shall not have eliminated the
      circumstances constituting Good Reason within 30 days of its receipt from the
      Executive of such written notice. 

    


    (iii) In
      the
      event that the Executive terminates this Agreement and his employment with
      the
      Company for Good Reason, the Company shall pay or provide to the Executive
      (or,
      following his death, to the Executive’s heirs, administrators, or executors):
      (A) any earned but unpaid base salary, unpaid pro
      rata
      annual
      bonus, and unused vacation days accrued through the Executive’s last day of
      employment with the Company; (B) the Executive’s full base salary through the
      Scheduled Termination Date (as the same may have been extended through any
      extensions of this Agreement); (C) the
      value
      of vacation days that the Executive would have accrued through the Scheduled
      Termination Date; (D) continued coverage, at the Company’s expense, under all
      Benefits Plans in which the Executive was a participant immediately prior to
      his
      last date of employment with the Company, or in the event that any such Benefit
      Plans do not permit coverage of the Executive following his last date of
      employment with the Company, under benefit plans that provide no less coverage
      than such Benefit Plans, through the Scheduled Termination Date; and (E)
      severance in an amount equal to one year’s base salary, as in effect immediately
      prior to the Executive’s termination hereunder. All

     

    
      
         

      

      
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    payments
      due hereunder shall be made within 45 days after the date of termination of
      the
      Executive’s employment.
      The
      Company shall deduct from all payments made hereunder, all applicable taxes,
      including income tax, FICA, and FUTA, and other appropriate
      deductions.

     

    (iv) The
      Executive shall have no duty to mitigate his damages, except that continued
      benefits required to be provided under Section 10(e)(iii)(D) shall be canceled
      or reduced to the extent of any comparable benefit coverage offered to the
      Executive by a subsequent employer or other person or entity for which the
      Executive performs services, including, but not limited to, consulting services.
      

    


    (f) Without
      “Cause” or “Good Reason.”

     

    (i) By
      The
      Executive.
      At any
      time during the term of this Agreement, the Executive shall be entitled to
      terminate this Agreement and the Executive’s employment with the Company without
      Good Reason by providing prior written notice of at least 45 days to the
      Company. Upon termination by the Executive of this Agreement and the Executive’s
      employment with the Company without Good Reason, the Company shall have no
      further obligations or liability to the Executive or his heirs, administrators,
      or executors with respect to compensation and benefits thereafter, except for
      the obligation to pay the Executive any earned but unpaid base salary and unused
      vacation days accrued through the Executive’s last day of employment with the
      Company. The Company shall deduct from all payments made hereunder all
      applicable taxes, including income tax, FICA, and FUTA, and other appropriate
      deductions.

    


    (ii) By
      The
      Company.
      At any
      time during the term of this Agreement, the Company shall be entitled to
      terminate this Agreement and the Executive’s employment with the Company without
      Cause by providing prior written notice of at least 45 days to the Executive.
      Upon termination by the Company of this Agreement and the Executive’s employment
      with the Company without Cause, the Company shall pay or provide to the
      Executive (or, following his death, to the Executive’s heirs, administrators, or
      executors): (A) any earned but unpaid base salary, unpaid pro
      rata
      annual
      bonus, and unused vacation days accrued through the Executive’s last day of
      employment with the Company; (B) the Executive’s full base salary through the
      Scheduled Termination Date (as the same may have been extended through any
      extensions of this Agreement); (C) the value of vacation days that the Executive
      would have accrued through the Scheduled Termination Date; (D) continued
      coverage, at the Company’s expense, under all Benefits Plans in which the
      Executive was a participant immediately prior to his last date of employment
      with the Company, or in the event that any such Benefit Plans do not permit
      coverage of the Executive following his last date of employment with the
      Company, under benefit plans that provide no less coverage than such Benefit
      Plans, through the Scheduled Termination Date; and (E) severance in an amount
      equal to one year’s base salary, as in effect immediately prior to the
      Executive’s termination hereunder. All payments due hereunder shall be made
      within 45 days after the date of termination of the Executive’s employment. The
      Company shall deduct from all payments made hereunder all applicable taxes,
      including income tax, FICA, and FUTA, and other appropriate deductions.


     

    
      
         

      

      
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    11. Confidential
      Information.
      

    


    (a) The
      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 trade secrets, business and/or
      financial secrets, and 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.

    


    (b) Except
      as
      authorized in writing by the Board, during the performance of the 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, the 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) Confidential Information.
“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 customers, prospective customers, suppliers,
      employees, consultants, co-venturers, and/or joint venture candidates of the
      Company, its affiliates, or its clients or customers; (ii) 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 the 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; (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;
      or (ix)
      any other confidential information disclosed to the Executive by, or which
      the
      Executive obligated under a duty of confidence from, the Company, its
      affiliates, and/or its clients, business partners, or customers.

     

    
      
         

      

      
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    (c) The
      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. 

    


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

    


    12. Non-Competition
      And Non-Solicitation.
      

     

    (a) The
      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. The 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 the Executive. The 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 the 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.
      

    


    (b) The
      Executive agrees that the Company will be irreparably damaged if the Executive
      were to provide services or to otherwise participate in the business of any
      person or other company competing with the Company in violation of this
      Agreement and that any such competition by the Executive would result in
      significant loss of goodwill by the Company. Therefore, the 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 in 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 the Executive’s own
      behalf or on behalf of any other person or entity or otherwise howsoever, during
      the Executive’s employment with the Company and for a period equal to one year
      (two years, if termination of this Agreement or of Executive’s employment is
      pursuant to Section 10(f)(i) hereof) following the termination of this Agreement
      or of the Executive’s employment with the Company, in the Geographic
      Boundary:

    


    (i) 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. The “Business
      of the Company”
is
      defined as the Internet video industry within the Geographic Boundary.


     

    
      
         

      

      
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    (ii) Directly
      or indirectly through another person recruit, solicit, interfere with, or hire,
      or attempt to recruit, solicit, interfere with, or hire, 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. 

    


    (iii) Directly
      or indirectly through another person, attempt in any manner to solicit or accept
      from any customer of the Company with whom the Executive had significant contact
      during the term of the Agreement, business of the kind or competitive with
      the
      business done by the Company with such customer or persuade or attempt to
      persuade any such customer to cease to do business or to reduce the amount
      of
      business which such customer has customarily done or is reasonably expected
      to
      do with the Company, or if any such customer elects to move its business to
      an
      entity other than the Company, provide any services (of the kind or competitive
      with the Business of the Company) for such customer, or have any discussions
      regarding any such service with such customer on behalf of such other
      person.

    


    (iv) 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 or attempt to persuade such entity to discontinue or
      reduce its business with the Company or otherwise interfere in any way with
      the
      Business of the Company.

    


    13. Dispute
      Resolution.
      The
      Executive and the Company agree that any dispute or claim, whether based on
      contract, tort, discrimination, retaliation, or otherwise, relating to, arising
      from, or connected in any manner with this Agreement or with the Executive’s
      employment with Company shall be resolved exclusively through final and binding
      arbitration under the auspices of the American Arbitration Association
      (“AAA”).
      The
      arbitration shall be held in San Francisco, CA. The arbitration shall proceed
      in
      accordance with the National Rules for the Resolution of Employment Disputes
      of
      the AAA in effect at the time the claim or dispute arose, unless other rules
      are
      agreed upon by the parties. The arbitration shall be conducted by one arbitrator
      who is a member of the AAA, unless the parties mutually agree otherwise. The
      arbitrators shall have jurisdiction to determine any claim, including the
      arbitrability of any claim, submitted to them. The arbitrators may grant any
      relief authorized by law for any properly established claim. The interpretation
      and enforceability of this Paragraph of this Agreement shall be governed and
      construed in accordance with the United States Federal Arbitration Act, 9.
      U.S.C. § 1, et
      seq.
      More
      specifically, the parties agree to submit to binding arbitration any claims
      for
      unpaid wages or benefits, or for alleged discrimination, harassment, or
      retaliation, arising under Title VII of the Civil Rights Act of 1964, the Equal
      Pay Act, the National Labor Relations Act, the Age Discrimination in Employment
      Act, the Americans With Disabilities Act, the Employee Retirement Income
      Security Act, the Civil Rights Act of 1991, the Family and Medical Leave Act,
      the Fair Labor Standards Act, Sections 1981 through 1988 of Title 42 of the
      

     

    
      
         

      

      
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    United
      States Code, COBRA, the New York State Human Rights Law, the New York City
      Human
      Rights Law, the California Fair Employment and Housing Act, and any other
      federal, state, or local law, regulation, or ordinance, and any common law
      claims, claims for breach of contract, or claims for declaratory relief. The
      Executive acknowledges that the purpose and effect of this Paragraph is solely
      to elect private arbitration in lieu of any judicial proceeding he might
      otherwise have available to him in the event of an employment-related dispute
      between him and the Company. Therefore, the Executive hereby waives his right
      to
      have any such employment-related dispute heard by a court or jury, as the case
      may be, and agrees that his exclusive procedure to redress any
      employment-related claims will be arbitration.

    


    14. Notice.
      For
      purposes of this Agreement, notices and all other communications provided for
      in
      this Agreement or contemplated hereby shall be in writing and shall be deemed
      to
      have been duly given when personally delivered, delivered by a nationally
      recognized overnight delivery service or when mailed United States Certified
      or
      registered mail, return receipt requested, postage prepaid, and addressed as
      follows:

    


    If
      to the
      Company: 

    


    GoFish
      Corporation

    500
      Third
      Street

    Suite
      260

    San
      Francisco, CA 94107

    (415)
      738-8834
      (facsimile)

    (415)
      738-8705 (direct)

     

    If
      to the
      Executive:

    


    Tabreez
      Verjee

    1998
      Broadway #505

    San
      Francisco, CA 94109

    (415)
      341-5353 (direct) 

     

    15. Miscellaneous.

    


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

    


    (b) The
      Executive and the Company agree that any provision of this Agreement deemed
      unenforceable or invalid may be reformed to permit enforcement of the
      objectionable provision to the fullest permissible extent. Any provision of
      this
      Agreement deemed unenforceable after modification shall be deemed stricken
      from
      this Agreement, with the remainder of the Agreement being given its full force
      and effect.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (c) The
      Company shall be entitled to equitable relief, including injunctive relief
      and
      specific performance as against the Executive, for the Executive’s threatened or
      actual breach of Section 11 or 12 of this Agreement, as money damages for a
      breach thereof would be incapable of precise estimation, uncertain, and an
      insufficient remedy for an actual or threatened breach of Section 11 or 12
      of
      this Agreement. The Executive and the Company agree that any pursuit of
      equitable relief in respect of Section 11 or 12 of this Agreement shall have
      no
      effect whatsoever regarding the continued viability and enforceability of
      Section 13 of this Agreement.

    


    (d) Any
      waiver or inaction by the Company for any breach of this Agreement shall not
      be
      deemed a waiver of any subsequent breach of this Agreement.

    


    (e) The
      Executive and the Company independently have made all inquiries regarding the
      qualifications and business affairs of the other which either party deems
      necessary. The Executive affirms that he fully understands this Agreement’s
      meaning and legally binding effect. Each party has participated fully and
      equally in the negotiation and drafting of this Agreement. Each party assumes
      the risk of any misrepresentation or mistaken understanding or belief relied
      upon by him or it in entering into this Agreement.

    


    (f) The
      Executive’s obligations under this Agreement are personal in nature and may not
      be assigned by the Executive to any other person or entity.

    


    (g) This
      instrument constitutes the entire Agreement between the parties regarding its
      subject matter. When signed by all parties, this Agreement supersedes and
      nullifies all prior or contemporaneous conversations, negotiations, or
      agreements, oral and written, regarding the subject matter of this Agreement.
      In
      any future construction of this Agreement, this Agreement should be given its
      plain meaning. This Agreement may be amended only by a writing signed by the
      Company and the Executive.

    


    (h) This
      Agreement may be executed in counterparts, a counterpart transmitted via
      facsimile, and all executed counterparts, when taken together, shall constitute
      sufficient proof of the parties’ entry into this Agreement. The parties agree to
      execute any further or future documents which may be necessary to allow the
      full
      performance of this Agreement. This Agreement contains headings for ease of
      reference. The headings have no independent meaning.

    


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

    


    


    [Signature
      Page Follows]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company and the Executive have executed this Employment
      Agreement as of the day and year first above written.

     

    
      	Executive	 	 	 GoFish
              Corporation
	 	 	 	 
	 	 	 	 
	/s/ 	 	
               By:
                

            	/s/ 
	
              
Tabreez
              Verjee	 	 	
              
                

              

              Name:
                Michael Downing

              Title:  Chief Executive
                Officer