EXHIBIT
      10.1

     

    STRATEGIC
      ALLIANCE AGREEMENT

     

    THIS
      STRATEGIC ALLIANCE AGREEMENT
      is made
      as of January 1, 2007 (the “Effective Date”) by and between
      GOFISH TECHNOLOGIES, INC,
      a
      California corporation (“GoFish”), GOFISH
      CORPORATION,
      a
      Nevada corporation of which GoFish is a wholly-owned subsidiary (the “Company”)
      and KALEIDOSCOPE,
      INC.,
      a
      Delaware corporation, acting through its wholly owned subsidiary, Kaleidoscope
      Sports and Entertainment LLC (“KSE”).

     

    BACKGROUND
      STATEMENT

     

    GoFish
      is
      engaged in the business of providing one or more websites, including
      www.gofish.com (the “Websites”) that serve as a medium for user-generated,
      amateur, licensed, and professional content as a vehicle for targeted, value
      added advertising. KSE is in the business of providing developing, distributing
      and producing entertainment properties and providing consulting services in
      the
      development of specialty television programs. This Agreement sets forth the
      terms and conditions under which KSE will provide certain Content to GoFish
      and
      GoFish and KSE will jointly participate in connection with the procurement,
      sale, delivery and support of the Content on the Websites.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in
      consideration of the foregoing, the mutual covenants herein contained and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Parties agree as follows:

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01 Definitions.
      When
      used as a capitalized term in this Agreement, the following terms shall have
      the
      meanings set forth below:

     

    “Acquisition
      Finder’s Fee”
      means
      the amount payable by the Company or GoFish to KSE as set forth in Section
      4.04(b).

     

    “Acquisition
      by the Company”
      means,
      in a single transaction or a series of related transactions, the purchase of
      all
      or substantially all of the outstanding capital stock or assets of a Person
      who
      is not, immediately prior to such transaction (or the first of such series
      of
      related transactions) an Affiliate of the Company or GoFish, whether by stock
      purchase, asset purchase, merger, consolidation, share exchange or otherwise.
      

     

    “Acquisition
      by the Company Consideration” means
      the
      total net proceeds to a Person acquired by the Company or its stockholders
      or
      GoFish, as the case may be, in an Acquisition by the Company, after deduction
      of
      all taxes, transaction costs and expenses (excluding the Acquisition Finder’s
      Fee).

     


    
      
         

      

      
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    “Affiliate”
      means,
      with respect to a Person, any other Person directly or indirectly controlling,
      controlled by or under direct or indirect common control with such Person.
      A
      Person shall be deemed to control another Person if such Person possesses,
      directly or indirectly, the power to direct or cause the direction of the
      management and policies of the other Person, whether through the ownership
      of
      voting securities, by contract or otherwise. For purposes of Section 3.04,
      an
“Affiliate” of KSE shall be deemed to include any and all of KSE’s directors,
      officers, employees, independent contractors, consultants, representatives
      and
      professional advisors, in each case having knowledge of this Agreement or the
      subject matter hereof and/or performing services to or on behalf of KSE in
      connection herewith.

     

    “Agreement”
      means
      this Agreement between the Parties, as the same may be amended, modified or
      supplemented from time to time.

     

    “Award
      Show” means
      a
      televised award show to be designed and developed by KSE and GoFish reflecting
      the concepts and approach to be discussed with and agreed to by GoFish, as
      contemplated by this Agreement.

     

    “Award
      Show Warrants”
      means
      warrants to purchase shares of Common Stock pursuant to a written warrant
      agreement, in a form determined by the Company but including the following
      terms: (i) an exercise price equal to the opening bid price of the Common Stock
      on the date of issuance of the Warrants, (ii) fully vesting upon the initial
      televised network broadcast of the Award Show if the Award Show is televised
      by
      network broadcast prior to March 30, 2008 and (iii) expiration automatically
      (1)
      if the Award Show is not televised by network broadcast prior to March 30,
      2008,
      on March 30, 2008, (2) if the underlying agreement between KSE and the Award
      Show broadcast network sponsor is terminated, on the date of termination of
      such
      agreement, and (3) if the Award Show is televised by network broadcast prior
      to
      March 30, 2008, the fifth anniversary of the Effective Date.

     

    “Base
      Warrants”
      means
      warrants to purchase up to Five Hundred Thousand (500,000) shares of Common
      Stock pursuant to a written warrant agreement, in a form determined by the
      Company but including the following terms: (i) an exercise price of $3.00 per
      share, (ii) vesting monthly in arrears commencing at the end of the sixth month
      following the Effective Date (as to one third (1/3) of the underlying number
      shares of Common Stock) and continuing at the end of each subsequent month
      during the term hereof at a rate of one eighteenth (1/18) of the number of
      underlying shares of Common Stock and (iii) expiration automatically (1) if
      this
      Agreement is terminated prior to six (6) months following the effective date,
      the date of termination of this Agreement, (2) if this Agreement is terminated
      after this Agreement has been in effect for at least six (6) months but less
      than eighteen (18) months, six (6) months following the date of termination
      and
      (3) if this Agreement is in effect for at least eighteen months, the fifth
      anniversary of the Effective Date .

     

    “Business”
      has the
      meaning set forth in Section 3.04.

     

    “Client”
      has the
      meaning set forth in Section 3.04.

     

    “Common
      Stock”
means
      the common stock, par value $0.001 per share, of the Company.

     


    
      
         

      

      
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    “Commission”
      has the
      meaning set forth in Section 4.02.

     

    “Commission
      Warrants”
      means
      warrants to purchase shares of Common Stock pursuant to a written warrant
      agreement, in a form determined by the Company but including the following
      terms: (i) an exercise price equal to the opening bid price of the Common Stock
      on the date of issuance of the Warrants, (ii) vesting immediately upon issuance
      and (iii) expiration automatically (1) if this Agreement is terminated prior
      to
      six (6) months following the effective date, the date of termination of this
      Agreement, (2) if this Agreement is terminated after this Agreement has been
      in
      effect for at least six (6) months but less than eighteen (18) months, six
      (6)
      months following the date of termination and (3) if this Agreement is in effect
      for at least eighteen months, the fifth anniversary of the Effective Date
      .

     

    “Copyrightable
      Work”
      has the
      meaning set forth in Section 3.04.

     

    “Covenant
      Period”
      has the
      meaning set forth in Section 3.04.

     

    “Covered
      Products and Services”
means
      the products and services provided by KSE to GoFish hereunder related to the
      generation of Sales, the Award Show and those items described on the attached
      Exhibit
      A.

     

    “Distribution
      Warrants”
      means
      warrants to purchase up to Thirty Thousand (30,000) shares of Common Stock
      pursuant to a written warrant agreement, in a form determined by the Company
      but
      including the following terms: (i) an exercise price equal to the opening bid
      price of the Common Stock on the date of issuance of the Warrants, (ii) vesting
      following the determination after the first anniversary of the Effective Date,
      in a time period and manner as is reasonably practicable, at a rate of Two
      Hundred Fifty (250) underlying shares per One Million (1,000,000) page views
      on
      the Websites during the first year following the Effective Date (with any
      remaining unvested right to acquire underlying shares being automatically
      cancelled upon such termination) and (iii) expiration automatically upon the
      earlier of the fifth anniversary of the Effective Date or the termination of
      this Agreement.

     

    “GoFish
      Group”
      has the
      meaning set forth in Section 3.04.

     

    “Governmental
      Authority”
      means
      any national, federal, state, county, municipal or other government or
      governmental, quasi-governmental or regulatory authority, agency, board, body,
      commission, instrumentality, court or tribunal.

     

    “Intellectual
      Property”
      means
      all inventions, ideas, data, customer lists, pricing information, marketing
      analyses, concepts, designs, schematics, layouts, Patents, trademarks, trademark
      applications, service marks, trade names, logos, copyrights, software, source
      code, object code, programming language, Know-how, Technical Data, licenses
      and
      other similar rights by whatever name, whether or not patentable, copyrighted
      or
      copyrightable, registered or registrable, and any and all improvements or
      derivatives thereof, whether reduced to tangible form or otherwise, and whether
      registered with or recognized by any governmental or regulatory body or
      otherwise.

    



    
      
         

      

      
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    “Know-how”
means
      those currently existing ideas, designs, concepts, compilations of information,
      methods, techniques, procedures and processes of KSE, whether or not patentable,
      that are used by KSE in connection with the design, manufacture and use of
      the
      Covered Products and Services. 

     

    “Patents”
      means
      any
      rights to exclude any Person from making, using, selling or otherwise exploiting
      any product or service incorporating any invention, business method or device,
      as recognized or recognizable by any governmental or regulatory body in any
      jurisdiction (including without limitation the United States Patent and
      Trademark Office), whether granted, applied for or otherwise, and together
      with
      any patent that claims priority from such application, including any
      continuation, continuation-in-part and divisional, together with any foreign
      counterpart thereof.

     

    “Participation
      Fee” means
      the
      amounts payable to KSE under Section 4.01.

     

    “Partnership
      Warrants” means
      warrants to purchase shares of Common Stock pursuant to a written warrant
      agreement, in a form determined by the Company but including the following
      terms: (i) an exercise price equal to the opening bid price of the Common Stock
      on the date of issuance of the Warrants, (ii) vesting following the
      determination after the first anniversary of the partnership agreement at issue,
      in a time period and manner as is reasonably practicable, at a rate of (a)
      100%,
      if the amount of video views that GoFish actually derived on the Websites from
      such partner during the first year of the term of the partnership agreement
      equals or exceeds Expected VV (as defined in Exhibit
      B)
      for
      such partnership, or (b) the percentage of video views that GoFish actually
      derived on the Websites from such partner during the first year of the term
      of
      the partnership agreement as compared with Expected VV, if such actual video
      views is less than Expected VV for such partnership (with any remaining unvested
      right to acquire underlying shares being automatically cancelled upon such
      termination) and (iii) expiration automatically (1) if this Agreement is
      terminated prior to six (6) months following the effective date, the date of
      termination of this Agreement, (2) if this Agreement is terminated after this
      Agreement has been in effect for at least six (6) months but less than eighteen
      (18) months, six (6) months following the date of termination and (3) if this
      Agreement is in effect for at least eighteen months, the fifth anniversary
      of
      the Effective Date .

     

    “Party”
      means
      either of the parties to this Agreement, and “Parties”
      means
      all of them.

     

    “Person”
      means an
      individual, corporation, partnership, association, limited liability company,
      trust or unincorporated association or any other entity or organization,
      including a government or political subdivision or an agency or instrumentality
      thereof.

     

    “Prospect”
      means
      any Person worldwide to which GoFish deems it advisable to market and sell
      the
      Covered Products and Services. 

     

    “Revenue”
      means
      revenue derived by GoFish from Sales, net of costs and expenses incurred
      (including without limitation Taxes and Commissions.

     

    “Sale
      Finder’s Fee”
      means
      the amount payable by the Company or GoFish to KSE as set forth in Section
      4.04(a).

     


    
      
         

      

      
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    “Sale
      of the Company”
      means,
      in a single transaction or a series of related transactions, the sale of all
      or
      substantially all of the outstanding capital stock or assets of the Company
      or
      GoFish to a Person who is not, immediately prior to such transaction (or the
      first of such series of related transactions) an Affiliate of the Company or
      GoFish, whether by stock purchase, asset purchase, merger, consolidation, share
      exchange or otherwise. 

     

    “Sale
      of the Company Consideration” means
      the
      total net proceeds to the Company or its stockholders or GoFish, as the case
      may
      be, for the Sale of the Company, after deduction of all taxes, transaction
      costs
      and expenses (excluding the Sale Finder’s Fee).

     

    “Sales”
      means
      sales by KSE of Covered Goods and Services during the term of this Agreement,
      where such sales result from the sourcing of Prospects by KSE and the completion
      of such Sales by KSE with minimal assistance and effort by GoFish or the Company
      and subject to reduction by Thirty percent (30%) of such sales where substantial
      assistance and effort by GoFish and/or the Company is utilized to complete
      such
      sale, as determined in the good faith judgment of GoFish or the Company.


     

    “Taxes”
means
      any duty, levy, import, export, excise, sales and value added taxes, customs
      duties, levy or similar charge, including interest and penalties thereon,
      however designated.

     

    “Technical
      Data”
means
      those currently existing KSE drawings, plans, parts lists, specifications and
      process descriptions that relate to the design, manufacture and use of the
      Covered Products and Services, whether in printed, drawn or electronic
      form.

     

    “Warrants”
      means
      the
      Base Warrants, the Commission Warrants, the Distribution Warrants, the
      Partnership Warrants and the Award Show Warrants.

     

    “Websites”
      has the
      meaning set forth in the section of this Agreement captioned “Background
      Statement,” above.

     

    “Work
      Made for Hire”
      has the
      meaning set forth in Section 3.04.

     

    “Work
      Product”
      has the
      meaning set forth in Section 3.04.

     

    Section
      1.02 Usage.
      For the
      purpose of construing this Agreement, unless the context indicates otherwise,
      words in the singular number shall be deemed to include words in the plural
      number, and vice versa, and words in one gender shall be deemed to include
      words
      in the other gender. The table of contents, titles to articles and section
      headings are for convenience only, and neither limit nor amplify the provisions
      of this Agreement.

     

     

    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01 Representations
      and Warranties of KSE.
      KSE
      hereby represents and warrants to GoFish as follows:

     


    
      
         

      

      
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    (a) Valid
      Existence.
      KSE is
      duly organized, validly existing and in good standing as a corporation under
      the
      laws of the State of Delaware.

     

    (b) Authorization,
      Execution and Enforceability.
      KSE has
      the power and authority under its organizational documents and applicable law
      to
      execute, deliver and carry out the terms and provisions of this Agreement.
      The
      execution, delivery and performance by KSE of this Agreement have been duly
      authorized by all necessary corporate action of KSE, and this Agreement has
      been
      duly executed on behalf of KSE. This Agreement is the valid and binding
      obligation of KSE, enforceable against KSE in accordance with its
      terms.

     

    (c) Right
      to Conduct Business.
      KSE and
      its Affiliates are engaged primarily in the business of providing a
      comprehensive system of healthcare and related services, including education
      and
      research. Neither KSE nor any of its Affiliates is subject to any judgment,
      order, decree, writ, injunction or criminal penalty imposed by any Governmental
      Authority that would have a material adverse effect upon the ability of KSE
      to
      engage in such business or to perform its obligations under this
      Agreement.

     

    (d) Intellectual
      Property.
      KSE (i)
      is the owner of the entire right, title, and interest in and to the Patents,
      Know-how and Technical Data (other than the Intellectual Property pertaining
      to
      the Award Show, all of which is and shall be jointly owned by KSE and GoFish
      as
      contemplated by this Agreement); (ii) has the right and power to grant the
      licenses granted herein; and (iii) is not a party to any other agreements with
      any Person in conflict with the license grant contemplated herein. To the
      knowledge of KSE, GoFish’s contemplated use of the Patents, Know-how and
      Technical Data to design, manufacture, use, lease and sell Covered Products
      and
      Services does not infringe any valid rights of any third party.

     

    (e) Qualification.
      KSE is,
      and shall for the duration of the term shall be, fully qualified and capable
      of
      performing its obligations hereunder in a proficient and timely
      manner.

     

    Section
      2.02 Representations
      and Warranties of GoFish.
      GoFish
      hereby represents and warrants to KSE as follows:

     

    (a) Valid
      Existence.
      GoFish
      is duly organized, validly existing and in good standing as a corporation under
      the laws of the State of California.

     

    (b) Authorization,
      Execution and Enforceability.
      GoFish
      has the power and authority under its organizational documents and applicable
      law to execute, deliver and carry out the terms and provisions of this
      Agreement. The execution, delivery and performance by GoFish of this Agreement
      have been duly authorized by all necessary action of GoFish, and this Agreement
      has been duly executed on behalf of GoFish. This Agreement is the valid and
      binding obligation of GoFish, enforceable against GoFish in accordance with
      its
      terms.

     

    (c) Business.
      GoFish
      and its Affiliates are engaged in the business of providing and maintaining
      the
      Websites, among other things. Neither GoFish nor any of its Affiliates is
      subject to any judgment, order, decree, writ, injunction or criminal penalty
      imposed by any Governmental Authority that would have a material adverse effect
      upon the ability of GoFish to engage in such business or to perform its
      obligations under this Agreement.

     


    
      
         

      

      
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    (d) Common
      Stock.
      Upon
      issuance in accordance with the terms and conditions of the Warrants, the Common
      Stock will be fully paid and nonassessable.

     

     

    ARTICLE
      III

     

    PROVISION
      OF SERVICES BY KSE; AWARD SHOW; RESTRICTIVE COVENANTS; PUBLIC
      ANNOUNCEMENTS

     

    Section
      3.01 Basic
      KSE Services.
      KSE
      shall provide the following specific services, at times and places to be
      mutually agreed upon between the Parties:

     

    KSE
      shall
      use its best efforts to identify Prospects and consummate transactions with
      a
      view towards generating Sales. To that end, KSE shall devote such resources
      as
      are reasonably expected to maximize potential Sales generation, including the
      devotion of certain staff members of KSE towards providing services to GoFish,
      including the following personnel and estimated time (on a weekly basis) at
      a
      minimum to be devoted to servicing GoFish during the term of this Agreement:
      

    


    
      	
              Name
                of Staff Member

            	
              Time
                to Be Devoted to Services

            
	
              Ricky
                Joshi

            	
              3
                days per week

            
	
              Karim
                Motani

            	
              3
                days per week

            
	
              Ray
                Volpe

            	
              1
                day per week

            
	
              Edd
                Griles

            	
              1.5
                days per week

            
	
              Erik
                Schaer

            	
              1
                day per week

            


    

    


    Further,
      Ray Volpe shall serve as a member of the advisory board of the Company and/or
      GoFish, without additional compensation. Should any of the foregoing staff
      members cease working for KSE (either permanently or temporarily), or if GoFish
      advises KSE that it is dissatisfied with the performance of any staff member
      in
      connection with the provision of services, then KSE shall promptly reassign
      members of its staff such that the appropriate level of service (as agreed
      by
      GoFish) is provided to GoFish to achieve the objectives of this Agreement.
      It is
      expressly understood that the participation of Ray Volpe, Ricky Joshi and Karim
      Motani in the provision by KSE of the services contemplated by this Agreement
      is
      a material term of this Agreement and that KSE shall use its best efforts to
      ensure that these individuals are principally responsible for servicing GoFish
      for the duration of the term of this Agreement. 

     

    Section
      3.02 Award
      Show.
      KSE
      shall use its best efforts to complete the design of a televised Award Show
      with
      advertising sponsors secured not later than April 30, 2007 and to, in
      conjunction with GoFish, enter into a written agreement with an “old media”
broadcast network partner satisfactory to GoFish with a view to televised
      broadcasting of the Award Show by September 30, 2007, all on terms and
      conditions reasonably satisfactory to GoFish. GoFish shall have the exclusive
      option to enter into a joint venture with KSE for the development and production
      of the Award Show, which GoFish may exercise at any time during the term of
      this
      Agreement unless, at any time following the completion of the design of the
      Award Show, GoFish expressly notifies KSE in writing that it declines to
      participate in the Award Show and waives the aforesaid option, after which
      time
      KSE may produce the Award show independently or with the involvement of one
      or
      more joint venture partners other than GoFish, provided,
      that
      in
      the event GoFish elects not to exercise its option and the Award Show is
      produced by KSE and/or another joint venture partner, then GoFish shall be
      afforded the opportunity to participate as a sponsor or advertiser of the Award
      Show on a “most favored nations” basis. If GoFish elects to participate as a
      joint venturer with KSE with respect to the Award Show, then GoFish and KSE
      will
      enter into a separate written agreement specifying the terms and conditions
      of
      such joint venture, which terms shall include a 50%-50% ownership of the
      Intellectual Property and all other rights pertaining to the Award Show, a
      50%-50% responsibility for the costs and expenses pertaining to the Award Show,
      and the focus of GoFish (or an Affiliate of or successor to GoFish) as the
      sponsor and central “brand” of the Award Show.

     


    
      
         

      

      
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    Section
      3.03 Reports.
      During
      the term of this Agreement, KSE shall provide to GoFish and the Company written
      reports on at least a weekly basis, detailing from the date of the immediately
      prior report all Prospects identified by KSE, all agreements in the process
      of
      negotiation for the provision of Covered Products and Services and all contracts
      for Covered Products and Services that were closed, the progress of the design
      of the Award Show and the efforts to secure a broadcast partner with respect
      to
      the Award Show and any other information that GoFish or the Company reasonably
      requests. KSE shall also make appropriate personnel available for teleconference
      and/or in person meetings with representatives of GoFish from time to time
      as
      and when reasonably requested by GoFish.

     

    Section
      3.04 Restrictive
      Covenants of KSE.
      KSE
      hereby agrees as follows:

     

    (a) KSE
      acknowledges that the information, observations and data obtained by KSE and
      its
      Affiliates concerning the business and affairs of GoFish and its Affiliates
      (the
“GoFish Group”), in connection with KSE’s performance of services for GoFish
      (whether prior to, on or after the Effective Date) are confidential and are
      the
      property of GoFish, including information concerning transaction opportunities
      in or reasonably related to the business or industry of GoFish of which KSE
      is
      aware as of the Effective Date, or becomes aware during the term of this
      Agreement. Therefore, KSE agrees that it will not, and will not allow any of
      its
      Affiliates to, at any time, whether during or after the term of this Agreement,
      disclose to any unauthorized person or, directly or indirectly, use for KSE’s
      own account, any of such information, observations, data or any Work Product
      (as
      defined below) or Copyrightable Work (as defined below) without GoFish’s
      consent, unless and to the extent that the aforementioned matters become
      generally known and available for use other than as a direct or indirect result
      of KSE’s or KSE’s Affiliates’ acts or omissions to act, provided, that, KSE may
      disclose any such information, observations, data or any Work Product (as
      defined below) or Copyrightable Work (as defined below) that is legally required
      or compelled, provided, further, in such event, to the extent permitted by
      law,
      he shall provide GoFish with prior notice of such disclosure. KSE agrees to
      deliver to GoFish at the termination of this Agreement, or at any other time
      GoFish may request in writing (whether during or after the term of this
      Agreement), all memoranda, notes, plans, records, reports and other documents,
      regardless of the format or media (and copies thereof), relating to the business
      of the GoFish Group (including, without limitation, all transaction prospects,
      lists and contact information) which KSE or any of its Affiliates may then
      possess or have under KSE’s or such Affiliate’s control.

     


    
      
         

      

      
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    (b) KSE
      acknowledges that all Intellectual Property created by KSE or its Affiliates
      for
      GoFish and the GoFish Group during the term of this Agreement (“Work Product”)
      belongs exclusively to GoFish, and KSE hereby assigns, and agrees to assign,
      all
      of KSE’s rights, title and interest in and to the Work Product to GoFish. For
      the avoidance of doubt, no Intellectual Property created by KSE either prior
      to
      or after the term of this Agreement shall constitute Work Product for purposes
      of this Agreement and KSE shall retain all right, title and interest in and
      to
      such Intellectual Property. Any copyrightable work (“Copyrightable Work”)
      prepared by KSE or any of its Affiliates for GoFish or any member of the GoFish
      Group shall be deemed a “work made for hire” under the copyright laws, and
      GoFish shall own all rights therein. To the extent that it is determined, by
      any
      authority having jurisdiction, that any such Copyrightable Work is not a “work
      made for hire,” KSE hereby assigns and agrees to assign to GoFish all KSE’s
      rights, title and interest, including, without limitation, copyright in and
      to
      such Copyrightable Work.

     

    (c) For
      a
      period commencing on the Effective Date and ending on the date that is six
      (6)
      months following the termination of this Agreement by either Party and for
      any
      reason (the “Covenant Period”), KSE shall not, other than in connection with
      services to be provided to and for the benefit of any member of the GoFish
      Group, directly or indirectly, either individually or as a principal, partner,
      member, manager, agent, employer, employee, consultant, independent contractor,
      stockholder, joint venturer or investor, or as a director or officer of any
      corporation, limited liability company, partnership or other entity, or in
      any
      other manner or capacity whatsoever, engage in, assist or have any active
      interest in a business in any location worldwide which uses an Internet portal
      to provide, sell, develop, market or conduct a business in the nature of
      providing Internet video content, whether publicly or as a user-paid service,
      or
      any other business engaged in or contemplated to become engaged in by any member
      of the GoFish Group prior to or during the term of this Agreement, including
      without limitation the Award Show (collectively, the “Business”).
      Notwithstanding the foregoing, if KSE identifies to the Company or GoFish an
      opportunity for any product or service related to the Business and the Company
      and/or GoFish declines to pursue such opportunity, then, with the prior written
      consent of the Company and GoFish, which consent shall not be unreasonably
      withheld, KSE may exploit such opportunity, either itself or on behalf of or
      through a third party. 

     

    (d) During
      the Covenant Period, KSE and its Affiliates shall not, other than in connection
      with its providing services to and for the benefit of the GoFish Group, directly
      or indirectly, either individually or as a principal, partner, member, manager,
      agent, employer, employee, consultant, independent contractor, stockholder,
      joint venturer or investor, or as a director or officer of any corporation,
      limited liability company, partnership or other entity, or in any other manner
      or capacity whatsoever, 

     

    (i) solicit
      or divert or attempt to solicit or divert from any member of the GoFish Group
      any business with any Client (as defined below);

     

    (ii) solicit
      or divert or attempt to solicit or divert from any member of the GoFish Group
      any business with any person or entity who was being solicited as a potential
      Client;

     

    (iii) induce
      or
      cause, or attempt to induce or cause, any salesperson, supplier, vendor,
      representative, independent contractor, broker, agent or other person
      transacting business with any member of the GoFish Group to terminate or modify
      such relationship or association or to represent, distribute or sell services
      or
      products in competition with services or products of any member of the GoFish
      Group; or 

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    (iv) otherwise
      provide any services or products to any Client that are or have been provided
      by
      any member of the GoFish Group. 

     

    For
      purposes of this Agreement, a “Client” shall mean (A) an individual or entity to
      whom any member of the GoFish Group has provided any advertising, marketing,
      analysis or other media services or products prior to the commencement of the
      Covenant Period, or (B) any individual or entity to whom any member of the
      GoFish Group has provided any advertising, marketing, analysis or other media
      services or products with respect to or in connection with the Business at
      any
      time during the Covenant Period, and (C) any individual or entity who is
      solicited by any member of the GoFish Group, as a potential “Client” at any time
      during the Covenant Period. 

     

    (e) During
      the term of this Agreement, except on behalf and for the benefit of the Company
      and during that portion of the Covenant Period which continues after the term
      of
      this Agreement, KSE and its Affiliates shall not, directly or indirectly, either
      individually or as a principal, partner, member, manager, agent, employer,
      employee, consultant, independent contractor, stockholder, joint venturer or
      investor, or as a director or officer of any corporation, limited liability
      company, partnership or other entity, or in any other manner or capacity
      whatsoever, either directly or indirectly, induce or cause, or attempt to induce
      or cause, any employee, representative, independent contractor, member, manager,
      partner, shareholder, director or officer of any member of the GoFish Group
      to
      leave the employ or engagement of the GoFish Group.

     

    (f) The
      parties agree that rights of GoFish and the other members of the GoFish Group
      under this Section 3.04 are special and unique, and that any violation thereof
      by KSE would not be adequately compensated by money damages, and KSE hereby
      grants to GoFish and each other member of the GoFish Group the right to
      specifically enforce (including the granting of injunctive relief) the terms
      of
      this Section 7 in any state or federal court located in the city and county
      of
      San Francisco, State of California or in any other court having jurisdiction.
      In
      any proceeding, in equity or at law, KSE specifically waives any and all
      defenses to the relief sought, including without limitation that there is an
      adequate remedy at law for any violations of the terms of this Section 3.04.
      In
      addition, KSE also agrees not to raise as a defense in any such proceeding
      any
      allegation that any of the provisions of this Section 3.04 are either
      unnecessary or unreasonable or that any of them illegally restrains trade or
      any
      of his personal rights. The parties acknowledge and agree that if any term,
      provision, covenant or restriction of this Section 3.04 is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remaining
      terms
      of this Section 3.04 shall remain in full force and effect and shall in no
      way
      be affected, impaired or invalidated, and any term, provision, covenant or
      restriction that is found to be unenforceable will be modified to the maximum
      extent permissible to most closely conform to the intent of the unenforceable
      term, provision, covenant or restriction as expressed in this Section 3.04.
      Nothing herein shall be construed as prohibiting GoFish or any other member
      of
      the GoFish Group from pursuing any other remedies available to it for such
      breach or threatened breach, including, without limitation, recovery of damages
      from KSE or any of its Affiliates.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    Section
      3.05 Public
      Announcements; Material Non-Public Information.
      The
      Parties agree that neither Party shall make any press release, announcement
      or
      other public disclosure of the existence or nature of this Agreement or the
      relationship of the Parties pursuant to this Agreement absent the prior approval
      of, if the Party seeking to make such announcement is KSE, the Company, or,
      if
      the Party seeking to make such announcement is the Company or GoFish, KSE,
      with
      respect to the content and manner of such public announcement. The Parties
      further agree that they shall endeavor to issue, as soon as practicable
      following the execution and delivery of this Agreement, through Businesswire
      or
      other reputable organization, a press release announcing the entry into this
      Agreement and selected terms hereof. Notwithstanding the foregoing, KSE
      acknowledges and agrees that the Company is a publicly-held corporation and
      accordingly is under a duty to publicly disclose certain developments relating
      to its operations, capital and obligations, and therefore the Company may make
      such disclosures to the extent that such disclosure is, in the reasonable view
      of the Company and its legal counsel, required by applicable law, rules and
      regulations to which it is subject. In addition, KSE agrees to assist the
      Company to the extent reasonably requested in any application that the Company
      may make for confidential treatment under the federal Freedom of Information
      Act
      or other applicable statute pertaining to select, sensitive information that
      would otherwise be required to be publicly disclosed if and to the extent that
      the Company believes in good faith warrants confidential treatment. Furthermore,
      KSE acknowledges and agrees that from time to time during the course of its
      relationship with the Company and GoFish and their respective affiliates, KSE
      may learn material nonpublic information regarding the Company, and KSE agrees
      that it shall maintain the confidentiality of any such material nonpublic
      information and shall refrain from making any investment decisions with respect
      the Common Stock, any Warrants or any other securities of the Company (including
      without limitation the optioning of any securities of the Company on any
      applicable trading market or exchange) for so long as such material nonpublic
      information remains material and nonpublic. 

     

     

    ARTICLE
      IV

     

    COMPENSATION

     

    Section
      4.01 Cash
      Compensation to KSE.
      In
      consideration for certain services to be rendered by KSE hereunder, GoFish
      shall
      pay cash fees to KSE as follows:

     

    (a) A
      cash
      Participation Fee shall be payable to KSE by GoFish in an amount equal to
      Eighteen Thousand Dollars (US$18,000) for each month during the term of this
      Agreement (subject to pro ration in the event of partial months). In addition,
      GoFish shall reimburse KSE for the reasonable out-of-pocket expenses incurred
      by
      KSE in furtherance of its responsibilities to GoFish hereunder, provided,
      that
      KSE shall obtain the prior written consent (including by way of email) of GoFish
      for any individual expense in excess of $750.00 or for expenses in excess of
      $3,000, in the aggregate, during any monthly period, and provided,
      further, that
      out-of-pocket expenses incurred by Ray Volpe shall not be reimbursable by
      GoFish.

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    (b) Sales
      commissions shall be payable in cash to KSE by GoFish on the basis of Revenue,
      in the amounts set forth in Exhibit
      B
      (“Commissions”), which shall become due and payable within forty five (45) days
      of the end of the fiscal quarter of GoFish during which the underlying Revenue
      was received by GoFish.

     

    Section
      4.02 Warrant
      Compensation to KSE.
      In
      consideration for certain services to be rendered by KSE hereunder, the Company
      shall issue Warrants to KSE or KSE’s designee(s) as follows

     

    (a) The
      Company shall issue the Base Warrants to KSE within fifteen (15) days of the
      Effective Date.

     

    (b) The
      Company shall issue Commission Warrants to KSE or its designee(s) in the amounts
      as set forth in Exhibit
      B,
      which
      Commission Warrants shall be earned upon the receipt by GoFish of the underlying
      Revenue and delivered to KSE or its designee(s) within forty five (45) days
      of
      the end of the fiscal quarter of GoFish during which the underlying Revenue
      was
      received by GoFish. 

     

    (c) The
      Company shall issue Partnership Warrants to KSE or its designee(s) in the
      amounts and at the times as set forth in Exhibit
      B.
      

     

    (d) The
      Company shall issue Distribution Warrants to KSE or its designee(s) in the
      amounts and at the times as set forth in Exhibit
      B.
      

     

    (e) The
      Company shall issue Award Show Warrants to KSE or its designee(s) in the amounts
      as set forth in Exhibit
      C,
      which
      Award Show Warrants shall be deemed earned upon the completion of the Award
      Show
      and delivered to KSE or its designee(s) within fifteen (15) days of the
      completion of the Award Show. 

     

    Section
      4.03 Finder’s
      Fees.
      If,
      during the term of this Agreement or within six (6) months following the
      termination of this Agreement, GoFish and/or the Company shall enter into a
      written agreement for:

     

    (a) The
      Sale
      of the Company to a third party with whom the Company and/or GoFish had no
      prior
      relationship and who is introduced to the Company and/or GoFish with a view
      towards pursuing a possible Sale of the Company, then, upon the consummation
      of
      the Sale of the Company pursuant to such agreement, the Company or GoFish,
      as
      the case may be, shall pay to KSE an amount (in cash, stock or other form of
      consideration constituting the Sale of the Company Consideration) equal to
      two
      percent (2%) of the Sale of the Company Consideration (the “Sale Finder’s Fee”).
      Notwithstanding the foregoing, unless KSE specifically notifies the Company
      and/or GoFish in writing, prior to or contemporaneously with the making of
      such
      introduction that such third party is intended to be covered by this provision,
      no Sale Finder’s Fee shall become due or payable. 

     

    (b) The
      Acquisition by the Company from a third party with whom the Company and/or
      GoFish had no prior relationship and who is introduced to the Company and/or
      GoFish with a view towards pursuing a possible Acquisition by the Company,
      then,
      upon the consummation of the Acquisition by the Company pursuant to such
      agreement, the Company or GoFish, as the case may be, shall pay to KSE an amount
      (in cash, stock or other form of consideration constituting the Acquisition
      by
      the Company Consideration) equal to two percent (2%) of the Acquisition by
      the
      Company Consideration (the “Aqcuisition Finder’s Fee”). Notwithstanding the
      foregoing, unless KSE specifically notifies the Company and/or GoFish in
      writing, prior to or contemporaneously with the making of such introduction
      that
      such third party is intended to be covered by this provision, no Acquisition
      Finder’s Fee shall become due or payable. 

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    Section
      4.04 Taxes.
      KSE
      shall pay any Tax imposed as a result of the operation or existence of this
      Agreement and the payment of any compensation hereunder. As may be required
      by
      law, GoFish and/or the Company shall be permitted to withhold or deduct from
      such compensation any Taxes owed by KSE hereunder.

     

    Section
      4.05 Records
      and Adjustments.
      GoFish
      shall keep complete and accurate records with respect to all Covered Products
      and Services and shall furnish any information that KSE may reasonably request
      from time to time to enable it to confirm the compensation payable to KSE under
      this Agreement. GoFish shall retain all such records for at least three (3)
      years. KSE shall have the right to make an examination once per quarter, during
      normal business hours, of all records and accounts bearing upon the amount
      of
      compensation payable to it under this Agreement. Unless contested in good faith
      by the Company or GoFish, GoFish shall promptly pay any additional compensation
      found by such audit to be due. If any such audit discloses an underpayment
      of
      Participation Fees of more than Fifteen percent (15%) for the period audited,
      GoFish shall reimburse KSE for the actual reasonable costs of the audit. KSE’s
      right to audit and examine all records and accounts of GoFish shall survive
      termination of this Agreement for a period of one (1) year.

     

     

    ARTICLE
      V

     

    INTENTIONALLY
      OMITTED

     

     

    ARTICLE
      VI

     

    ALLOCATION
      OF LIABILITY

     

    Section
      6.01 KSE
      Warranty. KSE
      warrants and agrees that any services that it provides hereunder will be
      provided in a competent manner consistent with customary industry standards.
      OTHER
      THAN AS SPECIFICALLY SET FORTH HEREIN, THE ABOVE WARRANTY IS EXCLUSIVE AND
      IN
      LIEU OF ALL OTHER WARRANTIES AND KSE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES
      WITH RESPECT TO ITS SERVICES, KNOW-HOW, PATENTS AND TECHNICAL DATA, WHETHER
      EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
      FITNESS FOR A PARTICULAR PURPOSE. KSE shall not be liable for any consequential
      or incidental damages resulting from a breach of its warranty
      hereunder.

     

    Section
      6.02 GoFish
      Warranty.
      GoFish
      warrants and agrees that any services that it provides hereunder will be
      provided in a competent manner consistent with customary industry standards.
      THE
      ABOVE
      WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. GOFISH EXPRESSLY
      DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO ITS SERVICES, WHETHER EXPRESS
      OR
      IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
      A
      PARTICULAR PURPOSE. GoFish shall not be liable for any consequential or
      incidental damages resulting from a breach of its warranty
      hereunder.

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    Section
      6.03 Indemnification.
      

     

    (a) GoFish
      Indemnification.
      GoFish
      agrees to defend, indemnify, and hold KSE, and its officers, directors, agents,
      and employees, harmless against all costs, expenses, and losses (including
      reasonable attorney fees and costs) resulting from a claim asserted by any
      third
      party that arises out of or relates to the acts or omissions of GoFish
      hereunder, including without limitation, the marketing, sourcing, sale,
      provision and support of Covered Products and Services (unless caused by a
      breach of any representation and warranty made by KSE herein). 

     

    (b) KSE
      Indemnification.
      Subject
      to limitations contained herein, KSE agrees to defend, indemnify, and hold
      GoFish, and its officers, directors, agents, employees harmless against all
      costs, expenses, and losses (including reasonable attorney fees and costs)
      incurred through claims of third parties against GoFish based on KSE’ breach of
      any representation and warranty made herein. 

     

    (c) Notice
      and Defense.
      The
      party claiming the indemnification shall promptly notify the other party upon
      the assertion of any such claim, shall permit such other party to defend the
      claim and shall provide reasonable assistance to such other party, at such other
      party’s expense, in the defense of the claim.

     

     

    ARTICLE
      VII

     

    TERM
      AND TERMINATION

     

    Section
      7.01 Term. The
      term
      of this Agreement shall commence upon the Effective Date and shall continue
      for
      a period of eighteen (18) months unless earlier terminated with the mutual
      consent of the Parties or by either Party pursuant to Section 7.02.

     

    Section
      7.02 Termination.
      Following completion of the first four (4) months of the term of this Agreement,
      either Party may terminate this Agreement by written notice to the other Party.
      Furthermore, either Party may terminate this Agreement at any time by written
      notice thereof to the other Party if the other Party breaches a material term
      of
      this Agreement and fails to cure such breach within ten (10) days after written
      notice thereof from the nonbreaching Party.

     

    Section
      7.03 Survival.
      Upon
      the termination of this Agreement, the licenses granted to GoFish hereunder
      shall terminate, but any sublicense granted by GoFish to an Approved Prospect
      prior to such termination, in the manner permitted hereunder, shall survive
      and
      continue in full force and effect. In addition, Articles IV, VI, VII and VIII
      shall survive termination and continue in full force and effect.

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


     

    ARTICLE
      VIII

     

    MISCELANEOUS

     

    Section
      8.01 Waiver.
      No
      failure or delay by either party in enforcing any of its rights under this
      Agreement shall be construed as a waiver of the right to subsequently enforce
      any of its rights, whether relating to the same or a subsequent
      matter.

     

    Section
      8.02  Expenses.
      Whether
      or not the transactions contemplated in this Agreement are consummated, each
      Party shall pay all costs and expenses incurred by such Party in connection
      with
      this Agreement and the transactions contemplated hereby.

     

    Section
      8.03 Notices.
      All
      notices and other communications required or permitted under this Agreement
      shall be in writing and shall be deemed given when delivered by hand or by
      a
      reputable national overnight courier service or by facsimile transmission or
      three business days after mailing when mailed by registered or certified mail
      (return receipt requested), postage prepaid, to the Parties in the manner
      provided below (information is included below for telephone and email contact
      purposes but no notice delivered telephonically or by email shall be deemed
      effective unless and until delivered physically in hardcopy form):

     

    If
      to
      GoFish:

     

    500
      Third
      Street, Suite 260

    San
      Francisco, CA 94107

    ATTN:
      Chief Executive Officer

    


    With
      a
      copy to: 

    


    McGuireWoods
      LLP

    1345
      Avenue of the Americas, 7th
      Floor

    New
      York,
      NY 10105

    ATTN:
      Louis Zehil, Esq.

    
      	 	
              Tel:

            	
              212-548-2138

            


    

    
      	 	
              Fax:
                

            	
              212-548-2175

            


    

    Email:
      lzehil@mcguirewoods.com

    


    If
      to
      KSE:

    


    919
      Third
      Avenue, 18th
      Floor

    New
      York,
      NY 10022

    ATTN:
      Chief Executive Officer

    


     

    Any
      Party
      may change the address to which notice is to be given by notice given in the
      manner set forth above.

     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    Section
      8.04 Assignment.
      Other
      than as otherwise expressly stated herein, neither this Agreement nor any of
      the
      rights, interests or obligations hereunder may be assigned by any Party hereto
      without the prior written consent of the other Party. Any purported assignment
      in violation of this section shall be void. Notwithstanding the foregoing,
      the
      acquisition of any Party, whether by the sale of stock or assets, merger or
      consolidation or other business combination, shall not constitute an assignment
      for purposes of this Agreement.

     

    Section
      8.05 No
      Rights in Third Parties. This
      Agreement does not grant any rights or remedies to any Person that is not a
      Party to this Agreement. No Person is a third-party beneficiary of this
      Agreement.

     

    Section
      8.06 Governing
      Law.
      The
      execution, interpretation and performance of this Agreement shall be governed
      by
      the internal laws and judicial decisions of the State of New York. 

     

    Section
      8.07 Jurisdiction
      and Venue.
      Any
      litigation or other court proceeding with respect to any matter arising from
      or
      in connection with this Agreement shall be conducted in the state courts of
      the
      State of New York located in the City and County of New York or in the U. S.
      District Court for the Southern District of New York, and the Parties hereby
      submit to the jurisdiction of and consent to venue in such courts. 

     

    Section
      8.08 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    Section
      8.09 Severability. The
      invalidity of any portion of this Agreement shall not invalidate any other
      portion of this Agreement and, except for such invalid portion, this Agreement
      shall remain in full force and effect.

     

    Section
      8.10 Entire
      Agreement.
      This
      Agreement embodies the entire Agreement and understanding of the Parties with
      respect of the subject matter of this Agreement. This Agreement supersedes
      all
      prior agreements and understandings between the Parties with respect to the
      transactions contemplated hereby. This Agreement may be amended, modified or
      supplemented only by written agreement of all of the Parties
      hereto.

     

    


    [SIGNATURES
      ON THE FOLLOWING PAGE]


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be duly executed by their respective
      authorized officers as of the day and year set forth below.

    

      
        	 	
                GOFISH
                  TECHNOLOGIES, INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:
                   

              	 
	 	
                Name:
                   

              	 
	 	
                Title:
                   

              	 
	 	
                Date:
                  

              	
                December
                  22, 2006

              
	 	 	 
	 	
                KALEIDOSCOPE,
                  INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:
                   

              	 
	 	
                Name:
                   

              	 
	 	
                Title:
                   

              	 
	 	
                Date:
                  

              	
                December
                  22, 2006

              


      
 


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    Exhibit
      A

    


    


    Description
      of Covered Products and Services

    


    
      	 	
              ·

            	
              Services
                pertaining to the Award Show;

            


    

    


    
      	 	
              ·

            	
              Distribution/Syndication
                of user generated content on the Websites pertaining to the
                Business;

            


    

    


    
      	 	
              ·

            	
              Identification
                of Sales prospects;

            


    

    


    
      	 	
              ·

            	
              Promotion
                of the Websites, both with respect to creating and increasing user
                awareness of and interest in such portals, creating awareness of
                such
                portals to the advertising and media communities, arranging “partnerships”
                for generation of meaningful traffic to such portals and the
                like;

            


    

    


    
      	 	
              ·

            	
              Promotion
                of the Company and/or GoFish as a possible merger/acquisition partner
                with
                a view towards acquisitions by the Company of appropriate targets
                or the
                Sale of the Company, including identifying prospective merger/acquisition
                partners, making appropriate introductions and assisting the Company
                and/or GoFish with respect to negotiations of possible merger/acquisition
                transactions or the Sale of the
                Company;

            


    

    


    
      	 	
              ·

            	
              Assisting
                GoFish and the Company in the design and functionality the Websites;
                and

            


    

    


    
      	 	
              ·

            	
              Assisting
                GoFish and the Company with respect to strategic concepts and
                implementation pertaining to the development and exploitation of
                the
                Websites.

            


    

    



    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    Exhibit
      B

    


    Schedule
      of Payment Milestones

    


     

    Commissions.

     

    Commissions
      shall be payable on a quarterly basis in amounts based on the achievement of
      targeted Revenue from Sales, for all fiscal quarters through June 2008 (unless
      the Agreement is terminated prior to its stated expiration date) at the
      following rates:

     

    
      	
              Target
                not met:

            	
              10%
                of Revenue

            
	
              Target
                met:

            	
              15%
                of Revenue

            
	
              Target
                exceeded: 

            	
              15%
                of Revenue up to Target,

              plus
                20% of Revenue in excess of Target

            


    

    


    Commission
      Warrants.

     

    Commission
      Warrants will be issued quarterly in arrears, representing that number of
      underlying shares of Common Stock equal to the 1/10 the amount of dollars of
      Revenue received in each quarter during the term of the Agreement (without
      duplication of any Revenue received in a prior or subsequent quarter). For
      example, if Revenue of $1,000,000 is received during the quarter, Commission
      Warrants for 1/10 (1,000,000), or 100,000 shares, will be issuable.


     

    Distribution
      Warrants

     

    Distribution
      Warrants will be issued from time to time within fifteen (15) days of the
      date(s) when GoFish enters into a distribution agreement between GoFish and
      a
      third party introduced by KSE and approved by GoFish for purposes of increasing
      distributing GoFish video content on the Websites

     

    Partnership
      Warrants. 

     

    Partnership
      Warrants will be issued from time to time within fifteen days of the date(s)
      when GoFish enters into a partnership agreement between GoFish and a third
      party
      introduced by KSE and approved by GoFish for purposes of increasing user
      generated video content available on the Websites, representing that number
      of
      underlying shares of Common Stock determined by the amount of video views on
      Websites that GoFish in good faith estimates that such partnership agreement
      is
      reasonably likely to generate on an ongoing, sustainable basis (“Expected VV”),
      as follows: 

     

    (A)
      where
      such partnership agreement provides video content to GoFish on an exclusive
      basis, (i) if Expected VV is less than 100,000 individual video views per day,
      that number of underlying shares equal to 25% of Expected VV; (ii) ) if Expected
      VV is more than 100,000 but less than 500,000 individual video views per day,
      that number of underlying shares equal to 30% of Expected VV and (iii) ) if
      Expected VV is more than 500,000 or more individual video views per day, 100,000
      underlying shares, and 

     


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    (B)
      where
      such partnership agreement provides user generated video content to GoFish
      on a
      non-exclusive basis, , (i) if Expected VV is less than 100,000 individual video
      views per day, that number of underlying shares equal to 12.5% of Expected
      VV;
      (ii) ) if Expected VV is more than 100,000 but less than 500,000 individual
      video views per day, that number of underlying shares equal to 15% of Expected
      VV and (iii) ) if Expected VV is more than 500,000 or more individual video
      views per day, 50,000 underlying shares

     

    For
      purposes of the foregoing, “video views” constitute Website user views of moving
      image video content in digital of other appropriate form made available for
      viewing on the Websites by the copyright holder thereof in compliance with
      GoFish’s applicable terms of service and applicable law.

    


    Award
      Show Warrants.

    


    The
      Award
      Show Warrants will be issued to KSE or its designee(s) within fifteen (15)
      days
      of completion of certain milestones in connection with the Award Show, as
      follows: (i) upon entering into a binding agreement with a broadcast network
      sponsor, 150,000 underlying shares, provided,
      that
      if a
      broadcast network partner is not secured by the end of April 2007 the number
      of
      underlying shares shall be reduced by 25% for each three months thereafter,
      and
      (ii) upon televised broadcast of the Award Show, 350,000 underlying shares,
      provided,
      that
      if
      the Award Show is not produced and televised prior to September 2007, the number
      of underlying shares shall be reduced by 25% for each three months thereafter
      and provided,
      further,
      that if
      sponsorship milestones to be established by the mutual agreement of KSE and
      GoFish are not realized, then the foregoing shall be reduced in proportion
      to
      the shortcoming of the sponsorship milestone versus sponsorship actually
      achieved.

    


    
      
         

      

      
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