Exhibit
      4.3

     

    NEITHER
      THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE
      SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES AND
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE MAY NOT BE OFFERED FOR
      SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE
      REGISTRATION STATEMENT FOR THESE SECURITIES OR THE SECURITIES INTO WHICH THESE
      SECURITIES ARE CONVERTIBLE, AS APPLICABLE, UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GOFISH
      CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SAID
      ACT.

     

    THIS
      NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE MAKER
      TO ANY OF THE HOLDERS OF THE 6% SENIOR CONVERTIBLE PROMISSORY NOTES DUE JUNE
      8,
      2010 ORIGINALLY ISSUED BY GOFISH CORPORATION ON JUNE 8, 2007 AND SUCH HOLDERS’
ASSIGNS, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION
      AGREEMENT DATED APRIL 18, 2008 WITH SUCH HOLDERS.

    

      
        	
                Principal
                  Amount: $____________

              	
                Issue
                  Date: _______________

              
	
                Purchase
                  Price: $___________

              	 


      

    

    


    UNSECURED
      CONVERTIBLE NOTE DUE JUNE 8, 2010

    


    FOR
      VALUE
      RECEIVED, GOFISH CORPORATION, a Nevada corporation (hereinafter called
“Borrower”), hereby promises to pay to
      ____________________________________________________
      _______________________________________, Fax: _______________ (the “Holder”),
      without demand, the sum of _________________________________ Dollars
      ($________), with simple and unpaid interest thereon, on June 8, 2010 (the
      “Maturity Date”), if not paid sooner.

    


    This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower, the Holder and certain other holders (the “Other Holders”) of the
      Borrower’s convertible promissory notes (the “Other Notes”), dated as of even
      date herewith (the “Subscription Agreement”). Unless otherwise separately
      defined herein, all capitalized terms used in this Note shall have the same
      meaning as is set forth in the Subscription Agreement. The following terms
      shall
      apply to this Note:

     

    ARTICLE
      I

    


    GENERAL
      PROVISIONS

    


    1.1 Interest
      Rate.
      Commencing one year after the Issue Date, simple interest payable on the unpaid
      and unconverted principal amount then outstanding under this Note shall accrue
      at the annual rate of fifteen percent (15%). Accrued interest will be payable
      at
      the election of the Holder on any one or more Conversion Dates (as defined
      in
      Section 2.1) and on the Maturity Date, accelerated or otherwise, when the
      principal and remaining accrued but unpaid interest shall be due and payable.
      Interest will be payable in cash or, at the election of the Holder, by the
      Borrower’s delivery of Common Stock valued at the Conversion Price then in
      effect on the day such interest payment is due.

     

    1.2 Default
      Interest Rate.
      The
      Borrower shall not have any grace period to pay any monetary amounts due under
      this Note. After the Maturity Date, (accelerated or otherwise), and during
      the
      pendency of an Event of Default (as defined in Article III) a default interest
      rate of eighteen percent (18%) per annum shall apply to the amounts owed
      hereunder.

     

    1.3. Conversion
      Privileges.
      The
      conversion rights of the Holder as set forth in Article II of this Note shall
      commence one hundred and eighty one (181) days after the Issue Date and shall
      remain in full force and effect until the Note is paid or converted in full
      regardless of the occurrence of an Event of Default. The unpaid and unconverted
      principal amount then outstanding under this Note and the remaining accrued
      but
      unpaid interest shall be payable in full on the Maturity Date, unless previously
      paid or converted into Common Stock in accordance with Article II
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    


    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right to convert the entire unpaid and unconverted
      principal amount and interest then outstanding under this Note into shares
      of
      the Borrower’s Common Stock as set forth below.

     

    2.1. Voluntary
      Conversion into the Borrower’s Common Stock.

     

    (a) The
      Holder shall have the right, from and after 181 days after the Issue Date and
      then at any time until this Note is fully paid or converted, to convert any
      portion of the unpaid and unconverted principal amount then outstanding under
      this Note and accrued interest, at the election of the Holder (the date of
      giving of such notice of conversion being a “Conversion Date”) into fully paid
      and nonassessable shares of Common Stock as such stock exists on the date of
      issuance of this Note, or any shares of capital stock of Borrower into which
      such Common Stock shall hereafter be changed or reclassified, at the conversion
      price as defined in Section 2.1(b) hereof (the “Conversion Price”), determined
      as provided herein. Upon delivery to the Borrower of a completed Notice of
      Conversion, a form of which is annexed hereto, Borrower shall issue and deliver
      to the Holder within three (3) business days after the Conversion Date (such
      third day being the “Delivery Date”) that number of shares of Common Stock for
      the portion of the Note converted in accordance with the foregoing. The number
      of shares of Common Stock to be issued upon each conversion of this Note shall
      be determined by dividing that portion of the principal amount of the Note
      (and
      any interest) to be converted, by the Conversion Price.

     

    (b)  Subject
      to adjustment as provided for in Section 2.1(c) hereof, the Conversion Price
      per
      share of Common Stock shall be $2.06 (“Conversion Price”).

     

    (c) The
      Conversion Price and the number and kind of shares or other securities to be
      issued upon conversion of this Note as determined pursuant to Section 2.1(a)
      hereof, shall be subject to adjustment from time to time upon the happening
      of
      certain events while this conversion right remains outstanding, as
      follows:

     

    A. Merger,
      Sale of Assets, etc.
      If the
      Borrower at any time shall consolidate with or merge into or sell or convey
      all
      or substantially all its assets to any other corporation, this Note, as to
      the
      unpaid and unconverted principal amount then outstanding under this Note and
      accrued interest thereon, shall thereafter be deemed to evidence the right
      to
      purchase such number and kind of shares or other securities and property as
      would have been issuable or distributable on account of such consolidation,
      merger, sale or conveyance, upon or with respect to the securities subject
      to
      the conversion or purchase right immediately prior to such consolidation,
      merger, sale or conveyance. The foregoing provision shall similarly apply to
      successive transactions of a similar nature by any such successor or purchaser.
      Without limiting the generality of the foregoing, the anti-dilution provisions
      of this Section shall apply to such securities of such successor or purchaser
      or
      surviving entity of the surviving corporation after any such consolidation,
      merger, sale or conveyance.

     

    B. Reclassification,
      etc.
      If the
      Borrower at any time shall, by reclassification or otherwise, change the Common
      Stock into the same or a different number of securities of any class or classes
      of the Borrower’s capital stock that may be issued or outstanding, this Note, as
      to the unpaid and unconverted principal amount then outstanding under this
      Note
      and accrued interest thereon, shall thereafter be deemed to evidence the right
      to purchase an adjusted number of such securities and kind of securities as
      would have been issuable as the result of such change with respect to the shares
      of Common Stock subject to the conversion of this Note immediately prior to
      such
      reclassification or other change.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    C. Stock
      Splits, Combinations and Dividends.
      If the
      shares of Common Stock are subdivided or combined into a greater or smaller
      number of shares of Common Stock, or if a dividend is paid on the Common Stock
      in shares of Common Stock, the Conversion Price shall be proportionately reduced
      in case of subdivision of shares or stock dividend or proportionately increased
      in the case of combination of shares, in each such case by the ratio which
      the
      total number of shares of Common Stock outstanding immediately after such event
      bears to the total number of shares of Common Stock outstanding immediately
      prior to such event.

     

    D. Share
      Issuance.
      So long
      as this Note is outstanding, if the Borrower shall issue or agree to issue
      any
      shares of Common Stock other than with respect to any Excepted Issuances for
      a
      consideration less than the Conversion Price in effect at the time of such
      issue, then, and thereafter successively upon each such issue, the Conversion
      Price shall be reduced to such other lower issue price. For purposes of this
      adjustment, the issuance of any security carrying the right to convert such
      security into shares of Common Stock or of any warrant, right or option to
      purchase Common Stock shall result in an adjustment to the Conversion Price
      upon
      the issuance of the above-described security and again upon the issuance of
      shares of Common Stock upon exercise of such conversion or purchase rights
      if
      such issuance is at a price lower than the then applicable Conversion Price.
      The
      reduction of the Conversion Price described in this paragraph is in addition
      to
      other rights of the Holder described in this Note and the Subscription
      Agreement.

     

    (d) Whenever
      the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
      shall promptly provide notice to the Holder setting forth the Conversion Price
      after such adjustment and setting forth a statement of the facts requiring
      such
      adjustment.

     

    (e) During
      the period that the conversion right under this Note remains outstanding, the
      Borrower will reserve from its authorized and unissued shares of Common Stock,
      the number of shares of Common Stock during the time periods and in the amounts
      described in the Subscription Agreement. The Borrower represents that upon
      issuance, such shares of Common Stock will be duly and validly issued, fully
      paid and non-assessable. The Borrower agrees that its issuance of this Note
      shall constitute full authority to its officers, agents, and transfer agents
      who
      are charged with the duty of executing and issuing stock certificates to execute
      and issue the necessary certificates for shares of the Borrower’s Common Stock
      upon the conversion of this Note.

     

    2.2 No
      Fractional Shares.
      No
      fractional shares of Common Stock shall be issued upon conversion of this Note.
      If any fraction of a share of Common Stock would, except for the provisions
      of
      this Section, be issuable upon conversion of this Note or payment of interest
      hereon, the number of shares of Common Stock to be issued will be rounded up
      to
      the nearest whole share.

     

    2.3 Method
      of Conversion.
      This
      Note may be converted by the Holder in whole or in part as described in Section
      2.1(a) hereof. Upon partial conversion of this Note, a new Note containing
      the
      same date and provisions of this Note shall, at the request of the Holder,
      be
      issued by the Borrower to the Holder for the principal balance of this Note
      and
      interest, in each case, which shall not have been converted or paid, provided
      an
      original or reissued Note shall have been delivered to the
      Borrower.

     

    2.4 Maximum
      Conversion.
      The
      Holder shall not be entitled to convert on a Conversion Date that amount of
      the
      Note in connection with that number of shares of Common Stock which would be
      in
      excess of the sum of (i) the number of shares of Common Stock beneficially
      owned
      by the Holder and its affiliates on a Conversion Date, and (ii) the number
      of
      shares of Common Stock issuable upon the conversion of the Note with respect
      to
      which the determination of this provision is being made on a Conversion Date,
      which would result in beneficial ownership by the Holder and its affiliates
      of
      more than 4.99% of the issued and outstanding shares of Common Stock of the
      Borrower on such Conversion Date. For the purposes of the provision to the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
      shall not be limited to aggregate conversions of only 4.99% and aggregate
      conversion by the Holder may exceed 4.99%. The Holder shall have the authority
      and obligation to determine whether the restriction contained in this Section
      2.4 will limit any conversion hereunder and to the extent that the Holder
      determines that the limitation contained in this Section applies, the
      determination of the amount of the Note which is convertible shall be the
      responsibility and obligation of the Holder. The
      Holder may increase the permitted beneficial ownership amount up to 9.99% upon
      and effective after 61 days prior written notice to the Borrower.
      The
      Holder may allocate which of the equity of the Borrower deemed beneficially
      owned by the Holder shall be included in the 4.99% amount described above and
      which shall be allocated to the excess above 4.99%.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

    


    EVENT
      OF DEFAULT

    


    The
      occurrence of any of the following events of default (“Event of Default”) shall,
      at the option of the Holder hereof, make all sums of the unpaid and unconverted
      principal amount then outstanding under this Note, together with any accrued
      but
      unpaid interest thereon, and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment or grace period, all of which
      hereby are expressly waived, except as set forth below:

     

    3.1 Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any principal, interest or other sum due under this Note
      when due.

     

    3.2 Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other material term or condition
      of
      the Subscription Agreement or this Note in any material respect and such breach,
      if subject to cure, continues for a period of seven (7) business days after
      written notice to the Borrower from the Holder.

     

    3.3 Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, in any
      Transaction Document, or in any agreement, statement or certificate given in
      writing pursuant hereto or in connection herewith or therewith shall be false
      or
      misleading in any material respect as of the date made and as of the Closing
      Date.

     

    3.4 Liquidation.
      Any
      dissolution, liquidation or winding up of Borrower or any substantial portion
      of
      its business.

     

    3.5 Cessation
      of Operations.
      Any
      cessation of operations by the Borrower or Borrower is unable to pay its debts
      as such debts become due.

     

    3.6 Maintenance
      of Assets.
      The
      failure by Borrower to maintain any material Intellectual Property Rights,
      personal, real property or other assets which are necessary to conduct its
      business (whether now or in the future).

     

    3.7 Merger.
      The
      merger, consolidation or reorganization of Borrower with or into another
      corporation or person or entity (other than with or into a wholly-owned
      subsidiary), or the sale of capital stock of Borrower by Borrower or the holders
      thereof, in any case under circumstances in which the holders of a majority
      of
      the voting power of the outstanding capital stock of Borrower immediately prior
      to such transaction shall own less than a majority in voting power of the
      outstanding capital stock of Borrower or the surviving or resulting corporation
      or other entity, as the case may be, immediately following such
      transaction.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.8 Receiver
      or Trustee.
      The
      Borrower shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed without the consent of the Borrower if such receiver or trustee
      is
      not dismissed within thirty (30) days of appointment.

     

    3.9 Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      the Borrower or any of its property or other assets for more than $100,000,
      and
      shall remain unpaid, unvacated, unbonded or unstayed for a period of forty-five
      (45) days.

     

    3.10 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower.

     

    3.11 Delisting.
      Failure
      of the Borrower’s Common Stock to be listed for trading or quotation on a
      Principal Market for a period of ten (10) consecutive trading days.

     

    3.12 Non-Payment.
      A
      default by the Borrower under any one or more obligations in an aggregate
      monetary amount in excess of $100,000 after the due date and any applicable
      cure
      period.

     

    3.13 Stop
      Trade.
      An SEC
      or judicial stop trade order or Principal Market trading suspension with respect
      to the Borrower’s Common Stock that lasts for ten (10) or more consecutive
      trading days.

     

    3.14 Failure
      to Deliver Common Stock or Replacement Note.
      The
      Borrower’s failure to deliver Common Stock to the Holder pursuant to and in the
      form required by this Note and Sections 7 and 11 of the Subscription Agreement,
      or, if required, a replacement Convertible Note more than five (5) business
      days
      after the required delivery date of such Common Stock or replacement Convertible
      Note.

     

    3.15 Reservation
      Default.
      The
      failure by the Borrower to have reserved for issuance upon conversion of the
      Note the number of shares of Common Stock as required in the Subscription
      Agreement.

     

    3.16 Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any other agreement to which the Borrower and Holder are parties, or the
      occurrence of a material event of default under any such other agreement which
      is not cured after any required notice and/or cure period.

     

    3.17 Material
      Adverse Effect.
      The
      occurrence of one or more events having a Material Adverse Effect.

    


    3.18 Reverse
      Splits.
      The
      Borrower effectuates a reverse split of its Common Stock without twenty (20)
      days prior written notice to the Holder.

    


    3.19 Financial
      Statement Restatement.  
      The restatement of any financial statements filed by the Borrower for any date
      or period from two years prior to the Issue Date of this Note, if the result
      of
      such restatement would, by comparison to the unrestated financial statements,
      have constituted a Material Adverse Effect.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    3.20 Other
      Note Default.
      The
      occurrence of any Event of Default under any Other Note.

     

    ARTICLE
      IV

    


    REDEMPTION
      AND ACCELERATION

    


    4.1. Optional
      Redemption of Principal Amount.
      Provided an Event of Default or an event which with the passage of time on
      the
      giving of notice would become an Event of Default has not occurred, whether
      or
      not such Event of Default has been cured, then the Borrower will have the option
      of prepaying the unpaid and unconverted principal amount then outstanding under
      this Note ("Optional Redemption"), in whole or in part, by paying to the Holder
      a sum of money equal to one hundred and twenty percent (120%) of such principal
      amount to be redeemed, together with accrued but unpaid interest thereon and
      any
      and all other sums due, accrued or payable to the Holder arising under this
      Note
      or any Transaction Document through the Redemption Payment Date as defined
      below
      (the "Redemption Amount"). Borrower’s election to exercise its right to prepay
      must be by notice in writing (“Notice of Redemption”). The Notice of Redemption
      shall specify the date for such Optional Redemption (the "Redemption Payment
      Date"), which date shall be five (5) business days after the date of the Notice
      of Redemption (the "Redemption Period"). A Notice of Redemption shall not be
      effective with respect to any portion of the principal amount under this Note
      for which the Holder has a pending election to convert. A Redemption Notice
      may
      be given not more than two times. On the Redemption Payment Date, the Redemption
      Amount, less any portion of the Redemption Amount against which the Holder
      has
      previously exercised its rights pursuant to Section 2.1, shall be paid in good
      funds to the Holder. In the event the Borrower fails to pay the Redemption
      Amount on the Redemption Payment Date as set forth herein, then (i) at the
      Holder’s election, such Notice of Redemption will be null and void, (ii) Holder
      may enforce the Notice of Redemption, (iii) Borrower will not have the right
      to
      deliver another Notice of Redemption, and (iv) Borrower’s failure may be deemed
      by Holder to be a non-curable Event of Default. A Notice of Redemption may
      be
      cancelled at the option of the Holder, if at any time during the Redemption
      Period an Event of Default, or an event which with the passage of time or giving
      of notice would become an Event of Default (whether or not such Event of Default
      has been cured), occurs.

    


    4.2 Investor
      Put Option.
      The
      Holder of this Note may, upon delivery of written notice to Borrower no more
      than thirty (30) days following June 8, 2009, elect to require the Borrower
      to
      pay all (but not less than all) of the unpaid and unconverted principal amount
      then outstanding under this Note and accrued interest thereon on the date that
      is the fifth business day after written notice thereof is delivered by the
      Holder to the Borrower. The Holder of this Note may rescind such notice prior
      to
      receipt of payment thereunder. Within three business days after receipt of
      such
      notice from Holder, the Borrower will notify all Other Holders of such election
      by Holder. Within three business days after receipt of such notice from the
      Borrower by any Other Holder, such Other Holder may exercise its rights to
      receive payment pursuant to Section 4.1 of its Other Note.

    


    ARTICLE
      V

    


    MISCELLANEOUS

    


    5.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (a) personally served, (b) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (c)
      delivered by a reputable overnight courier service with charges prepaid, or
      (d)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective upon hand delivery or delivery by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received),
      (ii) on the first business day following the date deposited with an overnight
      courier service with charges prepaid, or (iii) on the third business day
      following the date of mailing pursuant to subpart (b) above, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: GoFish
      Corporation, 706 Mission Street, 10th
      Floor,
      San Francisco, CA 94103, Attn: Tabreez Verjee, President, facsimile:
      (415)
      978-9603, with a copy by facsimile only to: Morrison & Foerster LLP, 425
      Market Street, San Francisco, CA 94105, Attn: John W. Campbell, III, Esq.,
      facsimile: (415) 268-7522, and (ii) if to the Holder, to the name, address
      and
      facsimile number set forth on the front page of this Note, with a copy by
      facsimile only to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New
      York, New York 10176, facsimile: (212) 697-3575.

     

    5.3 Amendment
      Provision.
      The
      term “Note” and all reference thereto, as used throughout this instrument, shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

     

    5.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns.
      Notwithstanding the foregoing, until one hundred and eighty one (181) days
      after
      the Issue Date, the Holder may not assign, sell, pledge, hypothecate or
      otherwise transfer all or any portion of this Note in any manner whatsoever,
      except to such Holder’s Affiliates. The Borrower may not assign its obligations
      under this Note.

     

    5.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys’
fees.

     

    5.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York including but not limited to State of New York statutes of
      limitations. Any action brought by either party against the other concerning
      the
      transactions contemplated by this Agreement shall be brought only in the civil
      or state courts of New York or in the federal courts located in the State of
      New
      York. Both parties and the individual signing this Agreement on behalf of the
      Borrower agree to submit to the jurisdiction of such courts. The prevailing
      party shall be entitled to recover from the other party its reasonable
      attorney’s fees and costs. In
      the
      event that any provision of this Note is invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or unenforceability of any other provision of this Note. Nothing contained
      herein shall be deemed or operate to preclude the Holder from bringing suit
      or
      taking other legal action against the Borrower in any other jurisdiction to
      collect on the Borrower’s obligations to Holder, to realize on any collateral or
      any other security for such obligations, or to enforce a judgment or other
      decision in favor of the Holder. This
      Note shall be deemed an unconditional obligation of Borrower for the payment
      of
      money and, without limitation to any other remedies of Holder, may be enforced
      against Borrower by summary proceeding pursuant to New York Civil Procedure
      Law
      and Rules Section 3213 or any similar rule or statute in the jurisdiction where
      enforcement is sought. For purposes of such rule or statute, any other document
      or agreement to which Holder and Borrower are parties or which Borrower
      delivered to Holder, which may be convenient or necessary to determine Holder’s
      rights hereunder or Borrower’s obligations to Holder are deemed a part of this
      Note, whether or not such other document or agreement was delivered together
      herewith or was executed apart from this Note.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5.7 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum rate permitted by
      applicable law. In the event that the rate of interest required to be paid
      or
      other charges hereunder exceed the maximum rate permitted by applicable law,
      any
      payments in excess of such maximum rate shall be credited against amounts owed
      by the Borrower to the Holder and thus refunded to the Borrower.

     

    5.8 Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a shareholder of the Borrower with respect to the shares of Common Stock
      to
      be received by Holder after delivery by the Holder of a Conversion Notice to
      the
      Borrower.

     

    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the ______ day of _________, 2008.

     

    
      	 	 	 
	 	GOFISH
              CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Tabreez Verjee
	 	Title:
              President




    WITNESS:

    


    
      
        

      

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      A

    


    NOTICE
      OF CONVERSION

    


    (To
      be
      executed by the Registered Holder in order to convert the Note)

    


    


    The
      undersigned hereby elects to convert the principal amount of the Convertible
      Note (the “Note”) issued by GoFish Corporation on ____________, 2008 and the
      accrued but unpaid interest thereon into shares of Common Stock of GoFish
      Corporation (the “Borrower”) according to the conditions set forth in such Note,
      as of the date written below.

    


    


    
      	Date
              of
              Conversion: 	 


    

     

    
      	Conversion
              Price: 	 


    

     

    
      	Shares
              To Be Delivered: 	 


    

     

    
      	Signature: 	 


    

     

    
      	Print
              Name: 	 


    

     

    
      	Address: 	 


    

     

    


    
      
        
        

      

      
        9