**Exhibit
      10.31**




**STOCK
      AND WARRANT ISSUANCE AGREEMENT**




This **STOCK
      AND WARRANT ISSUANCE AGREEMENT** (this
      “ **Agreement** ”)
      is
      entered into as of 10 th December, 2007, by and between MiniClip Limited, a company registered in England
      and Wales with company number 04150754 whose
      registered office is at 15 The Timber Yard, Drysdale St., London, N1 6ND, United
      Kingdom (“ **MC** ”),
      and
      GoFish Corporation, a Nevada corporation with offices at 706 Mission Street,
      10 th Floor,
      San Francisco, CA 94103 (“ **GF** ”).
      Any
      capitalized term used in this Agreement but not otherwise defined shall have
      the
      meaning ascribed to such term in the Advertising Representation Agreement (as
      defined below).




**WITNESSETH:**




**WHEREAS,** MC and
      GF have entered into an Advertising Representation Agreement dated December,
      2007 (the “ **Advertising
      Representation Agreement** ”)
      (for
      the purpose of this Agreement, the term “ **Advertising
      Representative Agreement** ”
shall
      include any successor agreement or substantially similar arrangement, in each
      case, under which GF has the exclusive right to sell Advertising in the
      Territory on the MC Site), pursuant to which, among other things, MC has agreed
      to grant GF the exclusive right to sell Advertising in the Territory on the
      MC
      Site; and




**WHEREAS,** upon the
      terms and subject to the conditions of this Agreement, GF has agreed to issue
      to
      MC the Shares (as defined below) and the Warrants (as defined below), in
      consideration of MC’s execution of the Advertising Representation Agreement and
      MC’s grant of the rights thereunder.




**NOW,
      THEREFORE,** **** in
      consideration of the mutual covenants and obligations set forth herein, and
      for
      other good and valuable consideration, the receipt and sufficient of which
      is
      hereby acknowledged, MC and GF agree as follows:




1.  Definitions .
      In
      addition to the terms defined elsewhere in this Agreement, the following terms
      shall have the following meanings:




“ **Common
      Stock** ”
shall
      mean the common stock of GF, $0.001 par value per share;




“ **Shares** ”
means
      300,000 shares of Common Stock to be issued to MC pursuant to Section 2.1 hereof;




“ **Warrants** ”
means
      Common Stock purchase warrants to purchase 300,000 shares of Common Stock with
      an exercise price of $1.75 per share of Common Stock, in a form determined
      by
      GF, to be issued to MC pursuant to Section 2.1 hereof;
      and




“ **Warrant
      Shares** ”
means
      the shares of Common Stock issuable upon exercise of the Warrants.




2.  Issuance
      of the Shares and Warrants .




2.1  Upon
      the
      terms and subject to the conditions set forth in this Agreement, GF shall issue
      to MC at the Closing, and MC shall accept from GF at the Closing, the Shares
      (at
      a purchase price of $2.00 per Share) and the Warrants (at an exercise price
      of
      $1.75 per Warrant Share), free and clear of any lien and any other encumbrance
      (except for restrictions on transfer under federal or state securities laws
      and
      regulations and except as contemplated by this Agreement), in each case
      registered in the name of MC. The execution and delivery of the Advertising
      Representation Agreement and MC’s grant of the rights thereunder, collectively,
      shall constitute full payment of the purchase price by MC for the Shares and
      the
      Warrants.









2.2  Upon
      the
      terms and subject to the conditions set forth in this Agreement, ownership
      of
      the Shares shall vest in MC (or its nominee that is an affiliate of MC) as
      follows:




2.2.1  one-half
      (1/2) of the aggregate number of the Shares shall vest on July 1, 2008 if the
      Advertising Representation Agreement then remains in effect; provided , however ,
      that in
      the event that the Advertising Representation Agreement is terminated by MC
      or
      by GF in the event of a material breach of the Advertising Representation
      Agreement or material default by MC, upon such termination MC shall forfeit
      all
      of its interest in the Shares to the extent not vested immediately prior to
      such
      termination; and




2.2.2  the
      remaining one-half (1/2) of the aggregate number of the Shares shall vest on
      January 1, 2009 if the Advertising Representation Agreement then remains in
      effect; provided , however ,
      that in
      the event that the Advertising Representation Agreement is terminated by MC
      or
      by GF in the event of a material breach of the Advertising Representation
      Agreement or material default by MC upon such termination, MC shall forfeit
      all
      of its interest in the Shares to the extent not vested immediately prior to
      such
      termination.




2.3  Upon
      the
      terms and subject to the conditions set forth in this Agreement, ownership
      of
      the Warrants shall vest in MC (or its nominee that is an affiliate of MC) as
      follows:




2.3.1  one-half
      (1/2) of the Warrants shall vest on July 1, 2008 and thus be exercisable on
      or
      after that date if the Advertising Representation Agreement then remains in
      effect; provided, however, that in the event that the Advertising Representation
      Agreement is terminated by MC or by GF in the event of a material breach of
      the
      Advertising Representation Agreement or material default by MC upon such
      termination, MC shall forfeit all of its interest in the Warrants (and the
      underlying Warrant Shares) to the extent not vested immediately prior to such
      termination; and




2.3.2  the
      remaining one-half (1/2) of the Warrants shall vest on January 1, 2009 and
      thus
      become exercisable on and from that date if the Advertising Representation
      Agreement then remains in effect; provided , however ,
      that in
      the event that the Advertising Representation Agreement is terminated by MC
      or
      by GF in the event of a material breach of the Advertising Representation
      Agreement or material default by MC upon such termination, MC shall forfeit
      all
      of its interest in the Warrants (and the underlying Warrant Shares) to the
      extent not vested immediately prior to such termination.




2.4  Upon
      the
      terms and subject to the conditions set forth in this Agreement, MC shall have
      the right to vote unvested Shares and to receive any and all dividends and
      other
      distributions made with respect to unvested Shares.




3.  Closing .




3.1  Upon
      the
      terms and subject to the conditions set forth in this Agreement, the closing
      of
      the transactions contemplated hereby (the “ **Closing** ”)
      shall
      take place on the date hereof or at such other time or place as MC or GF may
      mutually agree (such date is hereinafter referred to as the “ **Closing
      Date** ”).




3.2  At
      the
      Closing, in exchange for MC’s execution and delivery of the Advertising
      Representation Agreement and MC’s granting of the rights thereunder, GF will
      issue to MC, and hold in escrow for the benefit of MC: (a) a certificate
      registered in the name of MC evidencing the number of Shares subject to vesting
      on July 1, 2008 pursuant to the terms of Section
      2.2.1 hereof,
      (b) a certificate registered in the name of MC evidencing the remaining number
      of Shares subject to vesting on January 1, 2009 pursuant to the terms of Section 2.2.2 hereof,
      (c) a certificate registered in the name of MC evidencing the number of Warrants
      subject to vesting on July 1, 2008 pursuant to the terms of Section 2.3.1 hereof
      and (d) a certificate registered in the name of MC evidencing the remaining
      number of Warrants subject to vesting on January 1, 2009 pursuant to the terms
      of Section
      2.3.2 hereof.
      Upon vesting of the Shares and the Warrants pursuant to the terms of this
      Agreement, GF shall deliver to MC the applicable certificates evidencing the
      vested Shares and the vested Warrants; and for the avoidance of doubt all
      rights, title and ownership of the Shares shall transfer to MC free and clear
      of
      any lien and any other encumbrance (except for restrictions on transfer under
      federal or state securities laws and regulations and except as contemplated
      by
      this Agreement) at that time.




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4.  Conditions
      to Closing .




4.1  Conditions
      to Closing of MC .
      MC’s
      obligations to purchase the Shares and the Warrants at the Closing are subject
      to (a) the execution and delivery of the Advertising Representation Agreement
      by
      GF; (b) the delivery of the applicable written resolutions of GF’s board of
      directors approving the issuance of the Shares in the agreed form; and (c)
      the
      execution and delivery of this Agreement by GF.




4.2  Conditions
      to Closing of GF .
      GF’s
      obligations to issue and sell the Shares and the Warrants at the Closing are
      subject to (a) the execution and delivery of the Advertising Representation
      Agreement by MC and (b) the execution and delivery of this Agreement by
      MC.




5.  GF’s
      Representations and Warranties .
      GF
      represents and warrants to MC as follows (each warranty is without prejudice
      to
      any other warranty or undertaking and, except where expressly stated, no clause
      contained in this Agreement governs or limits the extent or application of
      any
      other clause):




5.1  Organization
      and Standing .
      GF is
      duly incorporated, validly existing and in good standing under the laws of
      the
      State of Nevada, with the corporate power and authority to own and use its
      properties and assets and to carry on its business as currently
      conducted.




5.2  Authorization .
      GF has
      the requisite corporate power and authority to enter into and to consummate
      the
      transactions contemplated by this Agreement and otherwise to carry out its
      obligations hereunder.




5.3  Issuance
      of the Shares and the Warrants .
      The
      Shares, the Warrants and the Warrant Shares, when issued in accordance with
      the
      terms of this Agreement, will be duly and validly issued, fully paid and
      nonassessable, free and clear of any lien and any other encumbrance (except
      for
      restrictions on transfer under federal or state securities laws and regulations
      and except as contemplated by this Agreement). The Shares and the Warrants,
      when
      issued in accordance with the terms of this Agreement, will not be subject
      to
      any preemptive or similar rights of any other person, and no person has any
      right of first refusal, preemptive right, right of participation, or any similar
      right to participate in the issuance of the Shares and the Warrants contemplated
      by this Agreement.




6.  MC’s
      Investor Representations and Warranties .
      MC
      represents and warrants to GF as follows (each warranty is without prejudice
      to
      any other warranty or undertaking and, except where expressly stated, no clause
      contained in this Agreement governs or limits the extent or application of
      any
      other clause):




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6.1  MC
      understands and acknowledges that (i) the Shares, the Warrants and the Warrant
      Shares have neither been registered under the Securities Act of 1933, as amended
      (the “ **Securities
      Act** ”)
      nor
      qualified under any state securities laws, (ii) the Shares, the Warrants and
      the
      Warrant Shares are being offered and issued pursuant to an exemption from
      registration contained in the Securities Act and qualification provisions of
      applicable state securities laws and (iii) the availability of such exemption
      and qualification provisions depends in part on, and GF will rely upon the
      accuracy and truthfulness of, MC’s representations contained in this Agreement
      to the extent they impact such exemption and MC hereby consents to such
      reliance.




6.2  MC
      understands and acknowledges that Shares, the Warrants and the Warrant Shares
      may not be offered, resold, pledged or otherwise transferred except (i) pursuant
      to an exemption from registration under the Securities Act or pursuant to an
      effective registration statement in compliance with Section 5 under the
      Securities Act and (ii) in accordance with all applicable securities laws of
      the
      states of the United States.




6.3  MC
      is
      acquiring the Shares, the Warrants and the Warrant Shares solely for its own
      account for investment and not for the interest of any other person and not
      with
      a view to, or in connection with, any resale or distribution of the Shares,
      the
      Warrants and the Warrant Shares or any part thereof. MC has no agreement,
      arrangement or other understanding with any person to sell, transfer or pledge
      Shares, the Warrants and the Warrant Shares or any part thereof or which would
      guarantee MC any profit or against any loss with respect to such Shares,
      Warrants and Warrant Shares, and MC has no plan to enter into such an agreement
      or arrangement.




6.4  MC
      is not
      acquiring the Shares, the Warrants and the Warrant Shares as a result of any
      advertisement, article, notice or other communication regarding the Shares,
      the
      Warrants and the Warrant Shares published in any newspaper, magazine or similar
      media or broadcast over television or radio or presented at any seminar or
      any
      other general solicitation or general advertisement.




6.5  MC
      is an
“accredited investor” as defined in Rule 501(a) under the Securities Act. MC is
      not a registered broker-dealer under Section 15 of the Securities Exchange
      Act
      of 1934, as amended (the “ **Exchange
      Act** ”).
      MC
      has such knowledge, sophistication and experience in business and financial
      matters so as to be capable of evaluating the merits and risks of such
      investment. MC is able to bear the economic risks of an investment in the
      Shares, the Warrants and the Warrant Shares and is able to afford a complete
      loss of such investment. MC can afford to hold the Shares, the Warrants and
      the
      Warrant Shares for an indefinite period of time and MC has no need for liquidity
      in an investment in the Shares, the Warrants and the Warrant
      Shares.




6.6  MC
      understands and acknowledges that there will be placed on the certificates
      evidencing the Shares, the Warrants and the Warrant Shares, or any substitutions
      therefor, the following legend:




"THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS, IN EACH CASE AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
      THE
      TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE SATISFACTORY
      TO GOFISH CORPORATION.




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THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VESTING AND FORFEITURE
      UNDER THE TERMS SET FORH IN THE STOCK AND WARRANT ISSUANCE AGREEMENT, DATED
      AS
      OF .......DECEMBER, 2007, BY AND BETWEEN MINICLIP LIMITED AND GOFISH
      CORPORATION.”




6.7  MC
      acknowledges that prior to MC’s decision to make an investment in the Shares,
      the Warrants and the Warrant Shares, MC has (i) reviewed all reports, forms
      or
      other information filed by GF under the Exchange Act, including pursuant to
      Section 13(a) or 15(d) thereof (the foregoing materials and all exhibits
      included therein and financial statements, notes and schedules thereto and
      documents incorporated by reference therein being collectively referred to
      herein as the “ **SEC
      Reports** ”)
      as
      necessary to make an informed investment decision with respect to MC’s
      investment in the Shares, the Warrants and the Warrant Shares.




6.8  MC
      acknowledges that an investment in the Shares, the Warrants and the Warrant
      Shares involves, and has considered carefully before deciding to make an
      investment in the Shares, the Warrants and the Warrant Shares, certain risks
      and
      uncertainties set forth in the SEC Reports, including those identified under
      the
      heading “Risk Factors” in GF’s most recent Quarterly Report on Form 10-QSB and
      GF’s most recent Annual Report on Form 10-KSB, filed with the SEC. MC has taken
      full cognizance of, understands such risks, and has obtained sufficient
      information to evaluate the merits and risks of an investment in the Shares,
      the
      Warrants and the Warrant Shares. MC understands and acknowledges that no federal
      or state agency has passed on or made any recommendations or endorsements with
      respect to MC’s acquisition of the Shares, the Warrants and the Warrant
      Shares.




6.9  MC
      has
      relied solely upon its own independent investigation made by it and its legal
      counsel and advisors in making its decision to make an investment in the Shares,
      the Warrants and the Warrant Shares. MC understands and agrees that neither
      GF
      nor the GF’s management is making any representations or warranties of any kind
      respecting the economic returns or tax-related effects that may result from
      MC’s
      acquisition of the Shares, the Warrants and the Warrant Shares. MC disclaims
      reliance upon any statements, representations, warranties or projections by
      GF
      respecting GF, the Shares, the Warrants and the Warrant Shares or the present
      or
      future value thereof, except for the express representations and warranties
      of
      GF contained in this Agreement.




7.  Other
      Agreements .




7.1  Certificates
      evidencing the Shares, the Warrants and the Warrant Shares shall contain the
      restrictive legends as required by federal or state law, including as set forth
      in Section 6.6 hereof.
      MC agrees to execute such other documents and to provide such additional
      information as may be required by law for GF to issue the Shares, the Warrants
      and the Warrant Shares to MC.




7.2  MC
      hereby
      covenants and agrees that the Shares, the Warrants and the Warrant Shares may
      only be disposed of in compliance with state and federal securities laws. In
      connection with any transfer of the Shares, the Warrants and the Warrant Shares,
      GF may require MC to provide to GF an opinion of counsel to the effect that
      such
      transfer does not require registration of such transferred securities under
      the
      Securities Act of 1933, the form and substance of which shall be satisfactory
      to
      GF.




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8.  Miscellaneous .




8.1  Governing
      Law .
      This
      Agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the State of California, without giving effect
      to
      its principles of conflicts of law or choice of law.




8.2  Successors
      and Assigns .
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties as are
      permitted by this Agreement. Nothing in this Agreement, express or implied,
      is
      intended to confer upon any party other than the parties hereto or their
      respective successors and permitted assigns any rights, remedies, obligations,
      or liabilities under or by reason of this Agreement, except as expressly
      provided in this Agreement. Notwithstanding the foregoing, neither this
      Agreement nor either party’s rights
      or obligations hereunder  shall
      be
      assigned or transferred by either party without the prior written consent of
      the
      other party and any
      attempted assignment without
      such written consent shall be void *ab
      initio* and of
      no force and effect .




8.3  Survival .
      The
      representations and warranties contained herein shall survive the execution
      and
      delivery of this Agreement and the sale of the Shares, the Warrants and the
      Warrant Shares.




8.4  Entire
      Agreement .
      This
      Agreement and the Advertising Representation Agreement embody the entire
      understanding and agreement between MC and GF regarding the subject matter
      hereto and thereto, and supersedes and extinguishes all prior agreements and
      understandings relating to the subject matter hereof and thereof of any nature
      whatsoever, whether or not in writing, between the parties.




8.5  Counterparts .
      This
      Agreement may be executed in any number of counterparts and signatures and
      may
      be delivered by facsimile, each of which shall be enforceable against the
      parties actually executing such counterparts, and all of which together shall
      constitute one instrument.




8.6  Expenses .
      MC and
      GF shall each bear their own legal and other expenses in connection with the
      transactions contemplated hereby.




8.7  Waiver .
      No
      waiver by either party of any default shall be deemed as a waiver of prior
      or
      subsequent default of the same of other provisions of this
      Agreement.




8.8  Notices .
      Ay
      notice to be given under this Agreement shall be given in accordance with the
      notice provisions of the Advertising Representation Agreement.




8.9  California
      Corporate Securities Law .
      THE
      ISSUANCE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
      BEEN
      QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
      AND
      THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
      CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE
      ISSUANCE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102,
      OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO
      THIS
      AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED
      UNLESS THE ISSUANCE IS SO EXEMPT.




8.10  Severability .
      If any
      term, clause or provision hereof is held invalid or unenforceable by a court
      of
      competent jurisdiction in any respect, such invalidity shall not affect the
      validity or operation of any other term, clause or provision and such invalid
      term, clause or provision shall be deemed to be severed from this
      Agreement.




6




8.11  Headings .
      Headings of the sections and subsections of this Letter Agreement are for the
      convenience of the parties only, and shall be given no substantive or
      interpretative effect whatsoever.




8.12  No
      Waiver .
      No
      waiver or modification of this Agreement shall be binding upon a party unless
      made in writing and signed by each of the parties and no failure or delay in
      enforcing any right will be deemed a waiver.




8.13  Remedies .
      The
      rights under this Agreement are independent, cumulative and without prejudice
      to
      all other rights available to it whether as a matter of common law, statute,
      custom of otherwise.




8.14  Non-exclusion
      of Fraud .
      Nothing
      in this Agreement or in any other document referred to herein shall be read
      or
      construed as excluding any liability or remedy as a result of
      fraud.




[Signature
      page follows]


7


**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Stock and Warrant Issuance Agreement as of the date
      first written above.


**MINICLIP
                  LIMITED**By:
              /s/ Robert
                  SmallName:  Robert
                  SmallTitle:  CEO**GOFISH
                  CORPORATION**By:
              /s/ Tabreez
                  VerjeeName:  Tabreez
                  VerjeeTitle:  President




**[SIGNATURE
      PAGE TO STOCK AND WARRANT ISSUANCE AGREEMENT]**




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