Exhibit
      4.2


    ACCESSION
      AGREEMENT

     

    THIS
      ACCESSION AGREEMENT
      (this
“Accession
      Agreement”),
      is
      made as of June 30, 2008 by and among GoFish Corporation, a Nevada corporation
      (the “Company”),
      and
      the subscribers identified on the signature page hereto (each a “Second
      Closing Subscriber”
and
      collectively the “Second
      Closing Subscribers”).

     

    WHEREAS,
      the
      Company and certain subscribers (the “Initial
      Closing Subscribers”)
      executed and delivered that certain Subscription Agreement, dated as of April
      18, 2008, a copy of which is attached hereto as Exhibit
      A (the
      “Subscription
      Agreement”);

     

    WHEREAS,
      on April
      18, 2008, upon the terms and subject to the conditions contained in the
      Subscription Agreement, in the Initial Closing, the Company issued and sold
      to
      the Initial Closing Subscribers, as provided therein, and the Initial Closing
      Subscribers, in the aggregate, purchased for $1,500,000: (i) $1,764,705.88
      in
      principal amount of Notes and (ii) Warrants to purchase, in the aggregate,
      1,719,309 shares of Common Stock;

     

    WHEREAS,
      pursuant
      to the terms of the Subscription Agreement, an additional closing may take
      place
      (“Second
      Closing”),
      the
      subscribers in which are subject to the approval of the Lead Investor, except
      that such approval is not required for (i) subscriptions, in the aggregate,
      for
      a Purchase Price of up to $500,000, and (ii) Purchase Price paid by directors,
      employees and Strategic Investors; and

     

    WHEREAS,
      the
      Company and the Second Closing Subscribers desire that, upon substantially
      the
      same terms and conditions as set forth in the Subscription Agreement, in a
      Second Closing, the Company issue and sell to the Second Closing Subscribers,
      as
      provided therein, and the Second Closing Subscribers, in the aggregate, shall
      purchase for up to $2,000,000: (i) up to $2,352,941.18 in principal amount
      of
      convertible promissory notes of the Company, in the form annexed as Exhibit
      A to
      the Subscription Agreement, which notes are convertible into shares of Common
      Stock at a fixed per share conversion price of $2.06, subject to adjustment
      as
      set forth in this Subscription Agreement and in such note and (ii) share
      purchase warrants, in the form annexed as Exhibit B to the Subscription
      Agreement, to purchase, in the aggregate, up to 2,284,409 shares of Common
      Stock
      and that the Second Closing Subscribers become “Subscribers” under the terms of
      the Subscription Agreement, and be bound by the terms and obligations set forth
      in the Subscription Agreement, and be entitled to the same rights and benefits
      as the Initial Closing Subscribers under the Subscription Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and other agreements contained in the
      Subscription Agreement and this Accession Agreement, the Company and the Second
      Closing Subscribers hereby agree as follows:

     

    1.  Definitions.
      Any
      capitalized term used in this Accession Agreement but not otherwise defined
      shall have the meaning ascribed to such term in the Subscription
      Agreement.

     

    2.  Closing
      Date.
      The
      closing date for the Second Closing shall be June 30, 2008 (the “Second Closing
      Date”).
      On
      the Second Closing Date, the Second Closing Subscriber’s respective portion of
      the Purchase Price shall be transmitted by wire transfer or otherwise credited
      to or for the benefit of the Company. The Maturity Date (as defined in the
      Note), the Expiration Date (as defined in the Warrant) and all time effective
      clauses in the Transaction Documents (as defined in Section 5(c) of the
      Subscription Agreement) in connection with the Second Closing shall be the
      same
      as such dates and time periods applicable to the Initial Closing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.  Notes.
      Subject
      to the satisfaction or waiver of the terms and conditions of the Subscription
      Agreement and this Accession Agreement, on the Second Closing Date, each Second
      Closing Subscriber shall purchase and the Company shall sell to each Second
      Closing Subscriber a Note in the Principal Amount designated on the signature
      page hereto for such Second Closing Subscriber’s respective portion of the
      Purchase Price indicated thereon, and a Warrant as described in Section 3 of
      the
      Subscription Agreement. Each Second Closing Subscriber’s respective portion of
      the Purchase Price for such Second Closing Subscriber’s Note and Warrant will be
      determined by multiplying the Principal Amount of such Second Closing
      Subscriber’s Note by .85.

     

    4.  Warrants.
      Subject
      to the satisfaction or waiver of the terms and conditions of the Subscription
      Agreement and this Accession Agreement, on the Second Closing Date, the Company
      will issue and deliver a Warrant to each Second Closing Subscriber. The
      respective number of Warrant Shares available for purchase under each such
      Warrant shall equal the quotient of (a) such Second Closing Subscriber’s
      respective portion of the Purchase Price indicated on the signature page hereto,
      divided by (b) one-half of the Conversion Price of the Note to be issued to
      such
      Second Closing Subscriber under the Subscription Agreement and this Accession
      Agreement. The number of Warrant Shares eligible for purchase by each Second
      Closing Subscriber is set forth in the signature page of this Accession
      Agreement. The exercise price to acquire a Warrant Share upon exercise of a
      Warrant shall be $1.75 per share. Each Warrant shall, subject to the terms
      and
      conditions thereof, be exercisable commencing 181 days after the issue date
      thereof and until April 18, 2013. Each holder of a Warrant is granted the
      registration rights for the Warrant Shares underlying such Warrant set forth
      in
      Section 11.1 of the Subscription Agreement. The Warrant exercise price and
      number of Warrant Shares issuable upon exercise of the Warrants shall be
      equitably adjusted to offset the effect of stock splits, stock dividends, and
      similar events, and as otherwise described in the Warrant.

     

    5.  Agreement
      to be Bound by the Subscription Agreement.
      Each
      Second Closing Subscriber severally and not jointly shall be deemed to become
      a
“Subscriber” under the Subscription Agreement, and, as such, hereby agrees to be
      bound by the terms and conditions of, and shall be entitled to the rights and
      benefits under the Subscription Agreement.

     

    6.  Company
      Representations and Warranties.
      The
      Company represents that each of the representations and warranties contained
      in
      Section 5 of the Subscription Agreement are true and correct as of the date
      hereof, except as described on Schedule
      I
      hereto.

     

    7.  Second
      Closing Subscriber’s
      Representations and Warranties.
      As of
      the date hereof and as of the Second Closing Date, each Second Closing
      Subscriber severally and not jointly hereby affirms each of the representations,
      warranties and agreements set forth in Section 4 of the Subscription Agreement
      only as to such Second Closing Subscriber.

     

    8.  Counterparts/Execution.
      This
      Accession Agreement may be executed in any number of counterparts and by the
      different signatories hereto on separate counterparts, each of which, when
      so
      executed, shall be deemed an original, but all such counterparts shall
      constitute but one and the same instrument. This Accession Agreement may be
      executed by facsimile signature and delivered by facsimile
      transmission.

     

    9.  Law
      Governing this Accession Agreement.
      This
      Accession Agreement shall be governed by and construed in accordance with the
      laws of the State of New York without regard to conflicts of laws principles
      that would result in the application of the substantive laws of another
      jurisdiction.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SIGNATURE
      PAGE TO ACCESSION AGREEMENT

     

    Please
      acknowledge your acceptance of the foregoing Accession Agreement by signing
      and
      returning a copy to the undersigned whereupon it shall become a binding
      agreement between us.

     

    
      	 	 	 
	 	
              GOFISH
                CORPORATION

              a
                Nevada corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Tabreez
              Verjee
	 	
              
Name:
              Tabreez Verjee
	 	Title:
              President
	 	 
	 	Dated: June 30, 2008


    

     

     

    


    
      	
              SECOND
                CLOSING SUBSCRIBER

            	
              PURCHASE
                PRICE 

              (CASH)

            	
              PRINCIPAL
                

              AMOUNT
                

              OF
                NOTE

            	
              WARRANTS

            
	
              [NAME
                OF SECOND CLOSING SUBSCRIBER]

               

               

               

               

              ______________________________________

              (Signature)

              By: