Unassociated Document


    Exhibit
      4.4


    NEITHER
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH
      THESE SECURITIES ARE EXERCISABLE 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 EXERCISABLE 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 EXERCISABLE, 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.

    


    
      	 	
              Right
                to Purchase ____________ shares of Common Stock of GoFish Corporation
                (subject to adjustment as provided
                herein)

            


    

    


    COMMON
      STOCK PURCHASE WARRANT

    No. 2008-A-___       Issue
      Date: _____________

    GOFISH
      CORPORATION, a Nevada corporation (the “Company”), hereby certifies that, for
      value received,
      _____________________________________________________________________,
      ________________________________, Fax: _____________, or its assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from
      the Company at any time commencing one hundred and eighty-one (181) days after
      the Issue Date (“Commencement Date”) and until 5:00 p.m., E.S.T on April 18,
      2013 (the “Expiration Date”), up to ____________ fully paid and nonassessable
      shares of Common Stock at a per share purchase price of $1.75. The
      aforedescribed purchase price per share, as adjusted from time to time as herein
      provided, is referred to herein as the "Purchase Price." The number and
      character of such shares of Common Stock and the Purchase Price are subject
      to
      adjustment as provided herein. The Company may reduce the Purchase Price for
      some or all of the Warrants (as defined in the Subscription Agreement),
      temporarily or permanently, provided such reduction is made as to all
      outstanding Warrants (as defined in the Subscription Agreement) for all Holders
      of such Warrants. Capitalized terms used and not otherwise defined herein shall
      have the meanings set forth in that certain Subscription Agreement (the
“Subscription
      Agreement”),
      dated
      as of April 18, 2008, entered into by the Company and the subscribers identified
      on the signature page thereto.

    


    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

     

    (a) The
      term
“Company” shall mean GoFish Corporation, a Nevada corporation, and any
      corporation which shall succeed or assume the obligations of GoFish Corporation
      hereunder. 

     

    (b) The
      term
“Common Stock” includes (i) the Company's Common Stock, $0.001 par value
      per share, as authorized on the date of the Subscription Agreement, and (ii)
      any
      other securities into which or for which any of the securities described in
      (i) may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    (c) The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 4 or otherwise. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) The
      term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
      Warrant.

     

    1. Exercise
      of Warrant.

     

    1.1. Number
      of Shares Issuable upon Exercise.
      From
      and after the Commencement Date through and including the Expiration Date,
      the
      Holder hereof shall be entitled to receive, upon exercise of this Warrant in
      whole in accordance with the terms of subsection 1.2 or upon exercise of
      this Warrant in part in accordance with subsection 1.3, shares of Common
      Stock of the Company, subject to adjustment pursuant to
      Section 4.

     

    1.2. Full
      Exercise.
      This
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit A hereto
      (the “Subscription Form”) duly executed by such Holder and delivery within two
      days thereafter of payment, in cash, wire transfer or by certified or official
      bank check payable to the order of the Company, in the amount obtained by
      multiplying the number of shares of Common Stock for which this Warrant is
      then
      exercisable by the Purchase Price then in effect. The original Warrant is not
      required to be surrendered to the Company until it has been fully
      exercised.

     

    1.3. Partial
      Exercise.
      This
      Warrant may be exercised in part (but not for a fractional share) by delivery
      of
      a Subscription Form in the manner and at the place provided in
      subsection 1.2 except that the amount payable by the Holder on such partial
      exercise shall be the amount obtained by multiplying (a) the number of
      whole shares of Common Stock designated by the Holder in the Subscription Form
      by (b) the Purchase Price then in effect. On any such partial exercise,
      provided the Holder has surrendered the original Warrant, the Company, at its
      expense, will forthwith issue and deliver to or upon the order of the Holder
      hereof a new Warrant of like tenor, in the name of the Holder hereof or as
      such
      Holder (upon payment by such Holder of any applicable transfer taxes) may
      request, the whole number of shares of Common Stock for which such Warrant
      may
      still be exercised for the balance of.

     

    1.4. Fair
      Market Value.
      Fair
      Market Value of a share of Common Stock as of a particular date (the
      "Determination Date") shall mean: 

     

    (a) If
      the
      Company's Common Stock is traded on an exchange or is quoted on the NASDAQ
      Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the
      New
      York Stock Exchange or the American Stock Exchange, LLC, then the average
      of the closing sale prices of the Common Stock for the five (5) Trading Days
      immediately prior to (but not including) the
      Determination Date;

     

    (b) If
      the
      Company's Common Stock is not traded on an exchange or on the NASDAQ Global
      Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York
      Stock Exchange or the American Stock Exchange, Inc., but is traded in the
      over-the-counter market, then the average of the closing bid and ask prices
      reported for the
      five
      (5) Trading Days immediately prior to (but not including) the Determination
      Date;

     

    (c) Except
      as
      provided in clause (d) below and Section 3.1, if the Company's Common Stock
      is not publicly traded, then as the Holder and the Company agree, or in the
      absence of such an agreement, by arbitration in accordance with the rules then
      standing of the American Arbitration Association, before a single arbitrator
      to
      be chosen from a panel of persons qualified by education and training to pass
      on
      the matter to be decided; or

     

    (d) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company's charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then
      issuable upon exercise of all of the Warrants are outstanding at the
      Determination Date.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    1.5. Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof, acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such
      rights.

     

    1.6. Delivery
      of Stock Certificates, etc. on Exercise.
      The
      Company agrees that, provided the full purchase price listed in the Subscription
      Form is received by the Company as specified in Section 1.2, the shares of
      Common Stock purchased upon exercise of this Warrant shall be deemed to be
      issued to the Holder hereof as the record owner of such shares as of the close
      of business on the date on which delivery of a Subscription Form shall have
      occurred and payment made for such shares as aforesaid. As soon as practicable
      after the exercise of this Warrant in full or in part, and in any event within
      three (3) business
      days
      thereafter (“Warrant Share Delivery Date”), the Company at its expense
      (including the payment by it of any applicable issue taxes) will cause to be
      issued in the name of and delivered to the Holder hereof, or as such Holder
      (upon payment by such Holder of any applicable transfer taxes) may direct in
      compliance with applicable securities laws, a certificate or certificates for
      the number of duly and validly issued, fully paid and non-assessable shares
      of
      Common Stock (or Other Securities) to which such Holder shall be entitled on
      such exercise, plus, in lieu of any fractional share to which such Holder would
      otherwise be entitled, the number of shares of Common Stock to be issued will
      be
      rounded up to the nearest whole share of Common Stock, together with any other
      stock or other securities and property (including cash, where applicable) to
      which such Holder is entitled upon such exercise pursuant to Section 1 or
      otherwise. The Company understands that a delay in the delivery of the Warrant
      Shares after the Warrant Share Delivery Date could result in economic loss
      to
      the Holder. As compensation to the Holder for such loss, the Company agrees
      to
      pay (as liquidated damages and not as a penalty) to such Holder for late
      issuance of Warrant Shares upon exercise of this Warrant the proportionate
      amount of $100 per business day after the Warrant Share Delivery Date for each
      $10,000 of Purchase Price of Warrant Shares for which this Warrant is exercised
      which are not timely delivered. The Company shall pay any payments incurred
      under this Section in immediately available funds upon demand. Furthermore,
      in
      addition to any other remedies which may be available to the Holder, in the
      event that the Company fails for any reason to effect delivery of the Warrant
      Shares by the Warrant Share Delivery Date, the Holder may revoke all or part
      of
      the relevant Warrant exercise by delivery of a notice to such effect to the
      Company, whereupon the Company and the Holder shall each be restored to their
      respective positions immediately prior to the exercise of the relevant portion
      of this Warrant, except that the liquidated damages described above shall be
      payable through the date notice of revocation or rescission is given to the
      Company. 

     

    1.8 Buy-In.
      In
      addition to any other rights available to the Holder, if the Company fails
      to
      deliver to the Holder the Warrant Shares as required pursuant to this Warrant,
      within seven (7) business days after the Warrant Share Delivery Date and the
      Holder or a broker on the Holder’s behalf, purchases (in an open market
      transaction or otherwise) shares of common stock to deliver in satisfaction
      of a
      sale by such Holder of the Warrant Shares which the Holder was entitled to
      receive from the Company (a "Buy-In"),
      then
      the Company shall pay in cash to the Holder (in addition to any remedies
      available to or elected by the Holder) the amount by which (A) the Holder's
      total purchase price (including brokerage commissions, if any) for the shares
      of
      common stock so purchased exceeds (B) the aggregate Purchase Price of the
      Warrant Shares
      required
      to have been delivered together
      with interest thereon at a rate of 15% per annum, accruing until such amount
      and
      any accrued interest thereon is paid in full (which amount shall be paid as
      liquidated damages and not as a penalty). For
      example, if a Holder purchases shares of Common Stock having a total purchase
      price of $11,000 to cover a Buy-In with respect to $10,000 of Purchase Price
      of
      Warrant Shares to have been received upon exercise of this Warrant, the Company
      shall be required to pay the Holder $1,000,
      plus interest. The
      Holder shall provide the Company written notice indicating the amounts payable
      to the Holder in respect of the Buy-In.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    2. Cashless
      Exercise.

     

    (a) From
      and
      after the Commencement Date through and including the Expiration Date, if a
      registration statement (as described in Section 11 of the Subscription
      Agreement) (“Registration Statement”) is effective and the Holder may sell its
      shares of Common Stock upon exercise hereof pursuant to the Registration
      Statement, this Warrant may be exercisable in whole or in part for cash only
      as
      set forth in Section 1 above. From and after the Commencement Date through
      and
      including the Expiration Date, if no such Registration Statement is available,
      then payment upon exercise may be made at the option of the Holder either in
      (i) cash, wire transfer or by certified or official bank check payable to
      the order of the Company equal to the applicable aggregate Purchase Price,
      (ii)
      by cashless exercise in accordance with Section (b) below or
      (iii) by a combination of any of the foregoing methods, for the number of
      Common Stock specified in such form (as such exercise number shall be adjusted
      to reflect any adjustment in the total number of shares of Common Stock issuable
      to the holder per the terms of this Warrant) and the holder shall thereupon
      be
      entitled to receive the number of duly authorized, validly issued, fully-paid
      and non-assessable shares of Common Stock (or Other Securities) determined
      as
      provided herein.

     

    (b) From
      and
      after the Commencement Date through and including the Expiration Date, if no
      Registration Statement as described in Section (a) above is available, subject
      to the provisions herein to the contrary, if the Fair Market Value of one share
      of Common Stock is greater than the Purchase Price (at the date of calculation
      as set forth below), in lieu of exercising this Warrant for cash, the holder
      may
      elect to receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being cancelled) by delivery of a properly endorsed
      Subscription Form delivered to the Company by any means described in Section
      13,
      in which event the Company shall issue to the holder a number of shares of
      Common Stock computed using the following formula:

     

    X=Y
      (A-B)

               
      A

    


    Where X= the
      number of shares of Common Stock to be issued to the holder

    


    
      	 	
              Y=

            	
              the
                number of shares of Common Stock purchasable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being exercised (at the date of such
                calculation)

            


    

     

    
      	 	
              A=

            	
              Fair
                Market Value

            


    

     

    
      	 	
              B=

            	
              Purchase
                Price (as adjusted to the date of such
                calculation)

            


    

     

    For
      purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
      and acknowledged that the Warrant Shares issued in a cashless exercise
      transaction in the manner described above shall be deemed to have been acquired
      by the Holder, and the holding period for the Warrant Shares shall be deemed
      to
      have commenced, on the date this Warrant was originally issued pursuant to
      the
      Subscription Agreement.

     

    3. Adjustment
      for Reorganization, Consolidation, Merger, etc.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3.1. Fundamental Transaction. 
      If, at any time while this Warrant is outstanding, (A) the Company 
effects any merger or  consolidation  of the Company with or into
      another entity, (B) the Company effects any sale of all or
      substantially all of its assets in one or
      a series of related transactions,  (C)
      any tender offer or exchange offer (whether by the
      Company or another entity) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their
      shares for other securities, cash or property, (D) the Company
      consummates a stock purchase agreement or other business combination (including,
      without limitation, a reorganization, recapitalization, or spin-off) with one
      or
      more persons or entities whereby such other persons or entities acquire more
      than the 50% of the outstanding shares of Common Stock (not including any shares
      of Common Stock held by such other persons or entities making or party to,
      or
      associated or affiliated with the other persons or entities making or party
      to,
      such stock purchase agreement or other business combination), (E) any "person"
      or "group" (as these terms are used for purposes of Sections 13(d) and 14(d)
      of
      the 1934 Act) is or shall become the "beneficial owner" (as defined in Rule
      13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate
      Common Stock of the Company, or (F) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange
      pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (in any such
      case, a "Fundamental  Transaction"), then, upon
      any subsequent exercise of this Warrant, the Holder shall have the
      right to receive, for each Warrant Share that would have been issuable upon
      such
      exercise immediately prior to the occurrence of such
      Fundamental Transaction, at the option of the Holder, (a) upon
      exercise of this Warrant, the number of shares of Common Stock of the
      successor or acquiring corporation or of the Company, if it is the
      surviving corporation, and any additional consideration (the
      "Alternate Consideration") receivable upon or as a result of
      such reorganization, reclassification, merger,
      consolidation or disposition of assets by a Holder of the
      number of shares of Common Stock for which this Warrant is exercisable
      immediately prior to such event or (b) if the Company is
      acquired in (1) a transaction where the consideration paid to the holders
      of the Common Stock consists solely of cash, (2) a “Rule 13e-3 transaction” as
      defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a
      person or entity not traded on a national securities exchange, the Nasdaq Global
      Select Market, the Nasdaq Global Market or the Nasdaq Capital
      Market, cash equal to the Black-Scholes Value. 
For purposes of any such exercise, the determination of the
      Purchase Price shall be appropriately adjusted to apply to such
      Alternate Consideration based on the amount of
      Alternate Consideration issuable in respect of one share of Common
      Stock in such fundamental Transaction, and the Company shall
      apportion the Purchase Price among the Alternate Consideration in
      a reasonable manner reflecting the relative value of any different components
      of
      the Alternate Consideration.  If holders of Common Stock are given any
      choice as to the securities, cash or property to be received in a
      Fundamental Transaction, then the Holder shall be given the same choice as
      to
      the Alternate Consideration it receives upon any exercise of this Warrant
      following such Fundamental Transaction.  To the extent necessary to
      effectuate the foregoing provisions, any successor to the Company or
      surviving entity in such Fundamental Transaction shall issue to the Holder
      a
      new warrant consistent with
      the foregoing provisions and evidencing the
      Holder's right to exercise such warrant into Alternate
      Consideration.  The terms of any agreement pursuant to which a
      Fundamental Transaction is effected shall include terms requiring any such
      successor or surviving entity to comply with the provisions of
      this Section 3.1 and insuring that this Warrant (or any such
      replacement security) will be similarly adjusted upon any subsequent transaction
      analogous to a Fundamental Transaction. “Black-Scholes Value” shall be
      determined in accordance with the Black-Scholes Option Pricing Model obtained
      from the “OV” function on Bloomberg L.P. using (i) a price per share of Common
      Stock equal to the VWAP of the Common Stock for the Trading Day immediately
      preceding the date of consummation of the applicable Fundamental Transaction,
      (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for
      a
      period equal to the remaining term of this Warrant as of the date of such
      request and (iii) an expected volatility equal to the 100 day volatility
      obtained from the HVT function on Bloomberg L.P. determined as of the Trading
      Day immediately following the public announcement of the
      applicable Fundamental Transaction.

    


    3.2. Share
      Issuance.
      Until
      the Expiration Date, if the Company shall issue any Common Stock except for
      the
      Excepted Issuances (as defined in the Subscription Agreement), prior to the
      complete exercise of this Warrant for a consideration less than the Purchase
      Price that would be in effect at the time of such issue, then, and thereafter
      successively upon each such issue, the Purchase Price shall be reduced to such
      other lower price for then outstanding Warrants. For purposes of this
      adjustment, the issuance of any security or debt instrument of the Company
      carrying the right to convert such security or debt instrument into Common
      Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      an
      adjustment to the Purchase Price upon the issuance of the above-described
      security, debt instrument, warrant, right, or option if such issuance is at
      a
      price lower than the Purchase Price in effect upon such issuance and again
      at
      any time upon any subsequent issuances of shares of Common Stock upon exercise
      of such conversion or purchase rights if such issuance is at a price lower
      than
      the Purchase Price in effect upon such issuance. The reduction of the Purchase
      Price described in this Section 3.4 is subject to the provisions of, and in
      addition to the other rights of the Holder described in, the Subscription
      Agreement. Upon any reduction of the Purchase Price, the
      number
      of shares of Common Stock that the Holder of this Warrant shall thereafter,
      on
      the exercise hereof, be entitled to receive shall be adjusted to a number
      determined by multiplying the number of shares of Common Stock that would
      otherwise (but for the provisions of this Section 3.2) be issuable on such
      exercise by a fraction of which (a) the numerator is the Purchase Price that
      would otherwise (but for the provisions of this Section 3.2) be in effect,
      and
      (b) the denominator is the Purchase Price in effect on the date of such
      exercise.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    4. Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common
      Stock as a dividend or other distribution on outstanding Common Stock,
      (b) subdivide its outstanding shares of Common Stock, or (c) combine
      its outstanding shares of the Common Stock into a smaller number of shares
      of
      the Common Stock, then, in each such event, the Purchase Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Purchase Price by a fraction, the numerator of which shall be the number
      of
      shares of Common Stock outstanding immediately prior to such event and the
      denominator of which shall be the number of shares of Common Stock outstanding
      immediately after such event, and the product so obtained shall thereafter
      be
      the Purchase Price then in effect. The Purchase Price, as so adjusted, shall
      be
      readjusted in the same manner upon the happening of any successive event or
      events described herein in this Section 4. The number of shares of Common
      Stock that the Holder of this Warrant shall thereafter, on the exercise hereof,
      be entitled to receive shall be adjusted to a number determined by multiplying
      the number of shares of Common Stock that would otherwise (but for the
      provisions of this Section 4) be issuable on such exercise by a fraction of
      which (a) the numerator is the Purchase Price that would otherwise (but for
      the
      provisions of this Section 4) be in effect, and (b) the denominator is the
      Purchase Price in effect on the date of such exercise.

     

    5. Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrants, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or
      receivable by the Company for any additional shares of Common Stock (or Other
      Securities) issued or sold or deemed to have been issued or sold, (b) the
      number of shares of Common Stock (or Other Securities) outstanding or deemed
      to
      be outstanding, and (c) the Purchase Price and the number of shares of
      Common Stock to be received upon exercise of this Warrant, in effect immediately
      prior to such adjustment or readjustment and as adjusted or readjusted as
      provided in this Warrant. The Company will forthwith mail a copy of each such
      certificate to the Holder of the Warrant and any Warrant Agent of the Company
      (appointed pursuant to Section 11 hereof).

     

    6. Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements.
      During
      the period that this Warrant is outstanding, the Company will at all times
      reserve and keep available, solely for issuance and delivery on the exercise
      of
      the Warrants, all shares of Common Stock (or Other Securities) from time to
      time
      issuable on the exercise of the Warrant. This Warrant entitles the Holder
      hereof, upon written request, to receive copies of all financial and other
      information, if any, distributed or required to be distributed to the holders
      of
      the Company's Common Stock. 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    7. Assignment;
      Exchange of Warrant.
      Until
      one hundred and eighty one (181) days after Issue Date, this Warrant, and the
      rights evidenced hereby, may not be assigned, sold, pledged, hypothecated or
      otherwise transferred by any Holder hereof (a "Transferor"), except to such
      Holder’s Affiliates. Subject to the preceding sentence, upon the surrender for
      exchange of this Warrant, with the Transferor's endorsement in the form of
      Exhibit B attached hereto (the “Transferor Endorsement Form") and together
      with an opinion of counsel reasonably satisfactory to the Company that the
      transfer of this Warrant will be in compliance with applicable securities laws,
      the Company will issue and deliver to or on the order of the Transferor thereof
      a new Warrant or Warrants of like tenor, in the name of the Transferor and/or
      the transferee(s) specified in such Transferor Endorsement Form (each a
      "Transferee"), calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock called for on the face or faces of the Warrant
      so surrendered by the Transferor.

     

    8. Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense, twice only, will execute and deliver, in lieu thereof,
      a
      new Warrant of like tenor.

     

    9. Registration
      Rights.
      The
      Holder of this Warrant has been granted certain piggyback registration rights
      by
      the Company. These registration rights are set forth in the Subscription
      Agreement. The terms of the Subscription Agreement are incorporated herein
      by
      this reference.

     

    10. Maximum
      Exercise.
      The
      Holder shall not be entitled to exercise this Warrant on an exercise
      date, 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 an exercise date, and (ii) the number
      of shares of Common Stock issuable upon the exercise of this Warrant with
      respect to which the determination of this limitation is being made on an
      exercise date, which would result in beneficial ownership by the Holder and
      its
      affiliates of more than 4.99% of the outstanding shares of Common Stock on
      such
      date. For the purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the
      1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall
      not be limited to aggregate exercises which would result in the issuance of
      more
      than 4.99%. The
      restriction described in this paragraph may be waived, in whole or in part,
      upon sixty-one (61) days prior notice from the Holder to the Company to increase
      such percentage to up to 9.99%, but not in excess of 9.99%. The Holder may
      decide whether to convert a Convertible Note or exercise this Warrant to achieve
      an actual 4.99% or up to 9.99% ownership position as described above, but not
      in
      excess of 9.99%.

     

    11. Warrant
      Agent.
      The
      Company may, by written notice to the Holder of the Warrant, appoint an agent
      (a
“Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
      on the exercise of this Warrant pursuant to Section 1, exchanging this
      Warrant pursuant to Section 7, and replacing this Warrant pursuant to
      Section 8, or any of the foregoing, and thereafter any such issuance,
      exchange or replacement, as the case may be, shall be made at such office by
      such Warrant Agent. 

     

    12. Transfer
      on the Company's Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary. 

     

    13. 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 (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      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 (a) 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)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: if to the Company, 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 address and
      facsimile number listed on the first paragraph of this Warrant, 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.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    14. Law
      Governing This Warrant.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Warrant shall be brought only in the state courts of New
      York or in the federal courts located in the state and county of New York.
      The
      parties to this Warrant hereby irrevocably waive any objection to jurisdiction
      and venue of any action instituted hereunder and shall not assert any defense
      based on lack of jurisdiction or venue or based upon forum
      non conveniens.
      The
      Company and Holder waive trial by jury. 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 Warrant or any other agreement delivered in
      connection herewith 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 enforceability
      of
      any other provision of any agreement. Each party hereby irrevocably waives
      personal service of process and consents to process being served in any suit,
      action or proceeding in connection with this Agreement or any other Transaction
      Document by mailing a copy thereof via registered or certified mail or overnight
      delivery (with evidence of delivery) to such party at the address in effect
      for
      notices to it under this Agreement and agrees that such service shall constitute
      good and sufficient service of process and notice thereof. Nothing contained
      herein shall be deemed to limit in any way any right to serve process in any
      other manner permitted by law.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     


    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above. 

     

    
      	 	
              GOFISH
                CORPORATION 

               

               

               

              By:
                ______________________________________   

              Name:
                

              Title:

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    Exhibit A

    


    FORM
      OF
      SUBSCRIPTION

    (to
      be
      signed only upon exercise of Warrant)

    TO:
      GOFISH CORPORATION 

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

    


    ___ ________
      shares of the Common Stock covered by such Warrant; or

    ___ the
      maximum number of shares of Common Stock covered by such Warrant pursuant to
      the
      cashless exercise procedure set forth in Section 2.

    


    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $___________. Such
      payment takes the form of (check applicable box or boxes):

    


    ___ $__________
      in lawful money of the United States; and/or

    ___ the
      cancellation of such portion of the attached Warrant as is exercisable for
      a
      total of _______ shares of Common Stock (using a Fair Market Value of $_______
      per share for purposes of this calculation); and/or

    


    ___ the
      cancellation of such number of shares of Common Stock as is necessary, in
      accordance with the formula set forth in Section 2, to exercise this
      Warrant with respect to the maximum number of shares of Common Stock purchasable
      pursuant to the cashless exercise procedure set forth in
      Section 2.

     

    
      	
              The
                undersigned requests that the certificates
                for such shares be issued in the name of, and delivered
                to____________________________________ 

            
	______________________________________________________________________________________________________ whose
              address is 
	_____________________________________________________________________________________________________ 
	_____________________________________________________________________________________________________.


    

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the "Securities Act"), or pursuant to an exemption from registration
      under the Securities Act.

    


    
      	
              Dated:___________________

            	
              _________________________________________________

              (Signature
                must conform to name of holder as specified on the face of the
                Warrant)

               

               

              _________________________________________________

              _________________________________________________

              (Address)

            


    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    Exhibit B

    


    FORM
      OF
      TRANSFEROR ENDORSEMENT

    (To
      be
      signed only on transfer of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading "Transferees" the right represented
      by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of GOFISH CORPORATION to which the within Warrant relates specified under
      the headings "Percentage Transferred" and "Number Transferred," respectively,
      opposite the name(s) of such person(s) and appoints each such person Attorney
      to
      transfer its respective right on the books of GOFISH CORPORATION with full
      power
      of substitution in the premises.

     

    


    
      	
              Transferees

            	
              Percentage
                Transferred

            	
              Number
                Transferred

            
	 	 	 
	 	 	 
	 	 	 


    

    


    


    
      	
              Dated:
                ______________, ___________

            	
            	
               

            
	 	 	
              (Signature
                must conform to name of holder as specified 

              on
                the face of the warrant)

            
	 	 	 
	
              Signed
                in the presence of:

            	 	 
	 	 	 
	
              (Name)

            	 	 
	 	 	
              (address)

            
	 	 	 
	
              ACCEPTED
                AND AGREED:

              [TRANSFEREE]

            	 	 
	 	 	 
	 	 	
              (address)

            
	 	 	 
	
              (Name)