**Exhibit
        10.33**




**CONSULTING
      AGREEMENT**




This **CONSULTING
      AGREEMENT** (the
“ **Agreement** ”),
      dated
      as of December 18th, 2007 (the “ **Effective
      Date** ”),
      is
      between GoFish Corporation, a Nevada corporation (the “ **Company** ”)
      and
      James Moloshok (“ **Consultant** ”).




**I.**
            **RELATIONSHIP
                OF THE PARTIES**




A.  Consultant
      enters into this agreement as, and shall continue to be, an independent
      contractor. In no circumstance shall Consultant look to Company as Consultant’s
      employer, partner, agent, or principal. Neither Consultant nor any employee
      of
      Consultant (which for purposes of this Paragraph shall be included in the term
      “Consultant”) shall be entitled to any benefits accorded to Company’s employees,
      including workers’ compensation, disability insurance, retirement plans, or
      vacation or sick pay. Consultant’s exclusion from benefit programs maintained by
      Company is a material component of the terms of compensation negotiated by
      the
      Parties, and is not premised on Consultant’s status as a non-employee with
      respect to Company. To the extent that Consultant may become eligible for any
      benefit programs maintained by Company (regardless of the timing of or reason
      for eligibility), Consultant hereby waives Consultant’s right to participate in
      the programs. Consultant’s waiver is not conditioned on any representation or
      assumption concerning Consultant’s status under the common law test. Consultant
      also agrees that, consistent with Consultant’s independent contractor status,
      Consultant will not apply for any government-sponsored benefits that are
      intended to apply to employees, including, but not limited to, unemployment
      benefits.




B.  Consultant
      shall pay, when and as due, any and all taxes incurred as a result of
      Consultant’s compensation hereunder, including estimated taxes and payroll
      taxes. Consultant indemnifies Company for any claims, losses, costs, fees,
      liabilities, damages, or injuries suffered by Company arising from Consultant’s
      breach of the provisions of this Paragraph I.




C.  Consultant
      and Company shall provide to each other upon request any information reasonably
      necessary to determine their obligations under this Agreement, to fulfill the
      purposes of the Services, or to maintain accurate records.




**II.**
            **POSITION
                AND RESPONSIBILITIES**




A.  **Term.** The
      Company shall engage Consultant’s services for a term of two (2) years from the
      Effective Date unless Consultant’s services are terminated in accordance with
      Sections IV, V or VI below (the “ **Term** ”).




B.  **Position.** Upon
      the
      Effective Date, Consultant shall render services to the Company in the position
      Executive Chairman of the Company. Consultant shall perform such duties and
      responsibilities as are normally related to such position in accordance with
      the
      standards of the industry and any additional duties now or hereafter reasonably
      assigned to Consultant by the Company’s Board of Directors (the “ **Board
      of Directors** ”)
      consistent with this position and the terms and conditions of this Agreement.
      Consultant shall report to the Board of Directors. Consultant shall abide by
      the
      rules, regulations, and practices as adopted or modified from time to time
      by
      the Board of Directors that apply generally to directors and independent
      contractors of the Company. Consultant shall also serve as a director on behalf
      of any of the Company’s affiliated entities as reasonably requested by the
      Company and accepted by Consultant without any additional compensation.
      Consultant also will serve as a member of the Board of Directors. On a quarterly
      basis, Consultant shall devote an average of 20 hours a week to his work for
      the
      Company. Consultant shall be located in Los Angeles and shall be expected to
      travel if reasonably necessary and to be available for special calls and
      teleconference meetings to meet the obligations of his position. Travel time
      shall count towards Consultant’s 20 hour-per-week commitment to Company.




1


C.  **Other
      Activities** .
      By
      executing this Agreement, Consultant agrees to serve in such position and to
      devote his time (as defined in Section B, above), attention, loyalty and
      efforts to the performance of Consultant’s duties. Consultant may, during the
      term of this Agreement, serve as an advisor, consultant, employee to, or be
      on
      the Board of Directors of, other companies as long as those companies
      are not primarily in the Business of the Company, which shall be defined as
      aggregating websites and selling advertising targeting youth under the age
      of
      18.




D.  **No
      Conflict** .
      Consultant represents and warrants that his execution of this Agreement, his
      engagement with the Company, and the performance of his proposed duties under
      this Agreement shall not violate any obligations he may have to any other
      employer, person or entity, including any obligations with respect to
      proprietary or confidential information of any other person or
      entity.




**III.**
            **COMPENSATION**




A.  **Compensation** .
      In
      consideration of the services to be rendered under this Agreement, the Company
      shall pay Consultant at the monthly rate of FIFTEEN THOUSAND DOLLARS ($15,000)
      for the first six months of the Term. During these first six (6) months of
      the
      Term, Consultant shall also accrue additional compensation at the monthly rate
      of FIVE THOUSAND DOLLARS ($5,000), which shall be paid to him at the earlier
      of
      the closing of a Change of Control of the Company or on the six month
      anniversary of the Effective Date of this Agreement (the “Six Month
      Anniversary”), provided, however, that if Consultant’s engagement is terminated
      for any reason prior to the Six Month Anniversary, Consultant (or his heirs,
      as
      applicable) shall receive a lump sum payment equal to $30,000 multiplied by
      a
      fraction the numerator of which is the number of calendar days that have elapsed
      from the Effective Date and the denominator of which shall be 180 days. At
      the
      end of the six-month period, the Company shall pay Consultant at the monthly
      rate of TWENTY THOUSAND DOLLARS ($20,000). Consultant’s compensation will be
      reviewed annually and may be adjusted upwards (but not down)in the sole
      discretion of the Company.




**B.**  **Performance
      Bo** **nus.** The
      Company shall recommend to the Board of Directors that Consultant be eligible
      to
      receive incentive compensation of ONE HUNDRED THOUSAND DOLLARS ($100,000) per
      year, contingent upon attainment of performance targets to be mutually agreed
      upon by Consultant and the Board of Directors, as part of the Company’s annual
      operating plan. However, the performance bonus under this provision shall be
      deemed payable in cash only on the occurrence of the earlier of the Company’s
      possession of cash and cash equivalents calculated on a U.S. GAAP basis equal
      to
      or greater than $4,000,000, or a Change of Control as defined in
      Section IV, C., below; PROVIDED, HOWEVER, that should neither event occur
      before the end of the year for which such bonus is earned, Consultant shall
      be
      entitled to any earned bonus in the form of fully-vested restricted stock,
      valued on the date of the end of such year. Company agrees to make a reasonable
      effort to ensure that the restricted stock is registered with the SEC. If
      Consultant’s engagement is terminated prior to December 31 of the applicable
      bonus year for any reason other than Section V., A., below, and the
      performance targets mutually agreed upon are met for that bonus year, Consultant
      shall be entitled to a pro rata portion of the bonus consistent with the length
      of time he was engaged during that bonus year. Payments of incentive
      compensation under this Section III, B., shall be made no later than January
      31
      of the calendar year next following the calendar year to which the incentive
      compensation relates (subject to the next succeeding sentence). Company agrees
      that such restricted shares shall not be granted during any period in which
      Consultant is prohibited from trading under any Company policy or applicable
      law; provided however that in any event any earned award shall be issued not
      later than two and one-half months after the end of the applicable fiscal year.




2


C.  **Stock
      Options** .
      The
      Company shall recommend to the Board of Directors that Consultant be provided
      with non-qualified stock options to purchase a total of ONE
      MILLION FIVE HUNDRED THOUSAND (1,500,000) shares
      of Common Stock of the Company (each such option, an “Option” and, collectively,
      the “Options”). Ten percent (10%) of the total amount of Options shall vest on
      the Effective Date and 1/24 th of the
      remainder of Options shall vest monthly thereafter, provided that Consultant
      continues to provide services to the Company. This recommendation will be
      considered for approval as soon as practicable but in no event later than at
      the
      Company’s next Board of Directors’ meeting after the Effective Date. Any
      approved stock options will be priced at the closing price of the Common Stock
      of the Company as of the date of the grant, in accordance with the terms of
      the
      applicable stock incentive plan. Consultant’s entitlement to any stock options
      that may be approved by the Board of Directors shall be conditioned upon
      Consultant’s signing of, and shall be subject to and in accordance with the
      terms of, an applicable stock option agreement or other similar Company plan
      document **.**




D.  **Incen** **tive
      Compensation.** The
      Company shall recommend to the Board of Directors that Consultant shall be
      eligible to participate in an incentive compensation plan to be established
      by
      the Board of Directors, under which Consultant shall be eligible to receive
      up
      to ONE HUNDRED FIFTY THOUSAND (150,000) fully vested shares of restricted stock
      per year, contingent upon attainment of performance targets to be mutually
      agreed upon by Consultant and the Board of Directors, as part of the Company’s
      annual operating plan. If Consultant’s engagement is terminated prior to
      December 31 of the applicable bonus year for any reason other than
      Section V., A., below, and the performance targets mutually agreed upon are
      met for that bonus year, Consultant shall be entitled to a pro rata portion
      of
      the bonus consistent with the length of time he was engaged during that bonus
      year. Consultant’s entitlement to any restricted stock that may be approved by
      the Board of Directors shall be conditioned upon Consultant’s signing of, and
      shall be subject to and in accordance with the terms of, an applicable
      restricted stock agreement or other similar Company plan document. Company
      agrees to make a reasonable effort to ensure that the restricted stock is
      registered with the SEC. Company agrees that such restricted shares shall not
      be
      granted during any period in which Consultant is prohibited from trading under
      any Company policy or applicable law; provided however that in any event any
      earned award shall be issued not later than two and one-half months after the
      end of the applicable fiscal year.




3


E.  **Expenses.** Consultant shall be reimbursed for all reasonable business-related travel and
      other expenses incurred by Consultant. Consultant shall be entitled to incur
      expenses for accommodations and travel at the same standard as the Chief
      Executive Officer of Company. Company shall provide Consultant with a Company
      credit card. When traveling, Consultant shall be provided with private hotel
      accommodations and will not be required to share a room with other
      executives.




F.  **Indemnity
      Agreement and Charter.** The
      Company and Consultant shall enter into an Indemnity Agreement with the Company
      in substantially the form attached hereto as Exhibit A (the “ **Indemnity
      Agreement** ”).
      The
      Company shall also promptly submit the form of the Indemnity Agreement, along
      with the revised charter (the “Revised Charter”) attached hereto as Exhibit B,
      to its shareholders for approval, along with a written recommendation from
      the
      Board of Directors to the shareholders to approve the form of Indemnity
      Agreement and Revised Charter.




G.  **Lock-Up
      Agreement.** During
      any 30 calendar day period during the Term of this Agreement, Consultant
      shall not sell any shares of the Company’s stock that would exceed five
      percent (5%) of the aggregate volume of the Company’s stock that was sold in the
      preceding 25 trading days. Upon termination of the Agreement, Consultant
      shall not sell any shares of the Company’s stock during any 30 calendar day
      period that would exceed fifteen percent (15%) of the aggregate volume of the
      Company’s stock that was sold in the preceding 25 trading days.




H.  **Stock
      Ownership Guidelines** .
      During
      the Term, Consultant will comply with the corporate officer stock ownership
      guidelines approved by the Board of Directors, as may be amended from time
      to
      time; provided that such guidelines as they relate to Consultant shall not
      be more restrictive on Consultant than, or otherwise conflict with, the
      provisions of this Agreement.




I.  The
      Company shall reimburse Consultant up to FIFTEEN THOUSAND DOLLARS ($15,000)
      for
      legal fees incurred in the negotiation of this Agreement.




**IV.**
            **AT-WILL
                EMPLOYMENT; TERMINATION BY
                COMPANY**




A.  **At-Will
      Termination by Company** .
      Consultant’s engagement with the Company shall be “at-will” at all times. The
      Company or Consultant may terminate Consultant’s engagement with the Company at
      any time, without any advance notice, for any reason or no reason at all. Upon
      and after such termination, all obligations of the Company and Consultant under
      this Agreement shall cease, except as otherwise provided herein. Upon a
      termination for any reason under this Agreement, the Company shall promptly
      pay
      to Consultant all compensation to which Consultant is entitled to receive up
      through the date of termination, as well as reimbursement of expenses incurred
      through the date of termination in accordance with Section III.E (“Accrued
      Obligations”).




4


B.  **Severance** .
      Except
      in situations where the engagement of Consultant is terminated For Cause, By
      Death or By Disability (as defined in Section V below), in the event that the
      Company terminates the engagement of Consultant at any time, (1) Consultant
      will
      receive severance payable in the form of a lump sum payment of ONE HUNDRED
      TWENTY THOUSAND DOLLARS ($120,000) (the “ **Severance** ”),and
      (2) Consultant will receive an additional six (6) months of vesting
      (calculated as of the effective date of his Termination) on all Options,
      restricted stock or RSUs awarded to Consultant as of the time of such
      termination. Consultant’s eligibility for Severance is conditioned on Consultant
      having first signed a mutual release and covenant not to sue agreement in a
      form
      mutually satisfactory to the parties (for which consent shall not be
      unreasonably withheld) (the “Mutual Release Agreement”). The Severance shall be
      paid to Consultant within seven (7) days after Consultant executes and delivers
      to the Company the Mutual Release Agreement. Consultant shall not be entitled
      to
      any Severance payments if Consultant’s engagement is terminated For Cause, By
      Death or By Disability (as defined in Section V below). Except as set forth
      in this Section IV(B), upon such termination of engagement, all unvested
      Options, restricted stock and the unvested RSUs awarded to Consultant shall
      immediately expire effective as of the date of such termination and (ii) the
      vested Options awarded to Consultant, to the extent unexercised, shall expire
      two (2) years after such termination and Consultant shall have such two (2)
      year
      period to exercise his Options.




C.  **“Change
      of Control.”** In
      the
      event of a Change of Control, any Options, restricted stock and RSUs awarded
      to
      Consultant that vest solely upon length of service will become immediately
      vested. For purposes of this Agreement, “Change of Control” shall mean any of
      the following: (i) a change in ownership or control of the Company effected
      through a merger, consolidation, sale or acquisition by or to any person or
      related group of persons (other than an acquisition by the Company or by a
      Company-sponsored employee benefit plan ) of beneficial ownership (within the
      meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities
      possessing more than fifty percent of the total combined voting power of the
      outstanding securities of the Company; or (ii) the sale, transfer or other
      disposition of all or substantially all of the Company’s assets. Notwithstanding
      the foregoing, a “Change in Control” shall not include any changes on or prior
      to the date of this Agreement. Consultant shall not be entitled to any
      accelerated vesting under this Section IV(C) if Consultant’s engagement is
      terminated prior to a Change in Control (a) For Cause, By Death or By Disability
      (as defined in Section V below); (b) by Consultant without Good Reason (as
      defined in Section V below); or (c) by expiration or non-renewal of the
      Term.




5


**V.**
            **OTHER
                TERMINATIONS BY COMPANY**




A.  **Termination
      for Cause** .
      For
      purposes of this Agreement, “For Cause” shall mean: (i) Consultant’s
      conviction of a felony or a misdemeanor involving dishonesty, breach of trust,
      or intentional physical harm to any person; (ii) Consultant willfully
      engages in conduct that is in bad faith and materially injurious to the Company,
      including but not limited to, misappropriation of trade secrets, fraud or
      embezzlement; (iii) Consultant commits a material breach of this Agreement;
      or (iv) Consultant willfully refuses to implement or follow a lawful policy
      or directive of the Company, or demonstrates a pattern of failure to perform
      job
      duties diligently and professionally in accordance with the terms of this
      Agreement,. The Company may terminate Consultant’s engagement For Cause at any
      time, without any advance notice, except that the Company shall not be entitled
      to terminate Consultant’s Engagement for Cause with respect to Sections V.A
      (iii) or (iv) , unless the Company provides written notice to Consultant of
      the
      alleged facts underlying the breach of Sections V.A.(iii) or (iv) , within
      thirty (30) days of the date that the Company learns of such alleged breach,
      which Consultant fails to cure within twenty days after receiving such written
      notice. The Company shall pay to Consultant all Accrued Obligations earned
      or
      incurred through the date of termination, subject to any other rights or
      remedies of Consultant or the Company under law; and thereafter all obligations
      of the Company under this Agreement shall cease. Upon such termination of
      engagement For Cause, (i) the unvested Options, restricted stock and RSUs
      awarded to Consultant shall immediately expire effective as of the date of
      such
      termination, (ii) the vested Options awarded to Consultant, to the extent
      unexercised, shall expire ninety (90) days after such termination and Consultant
      shall have such 90 days to exercise such Options, and (iii) Consultant may
      sell
      vested Options and stock (including stock underlying RSUs) subject to the
      restrictions imposed in III, G., above.




B.  **By
      Death** .
      Consultant’s engagement shall terminate automatically upon Consultant’s death.
      The Company shall pay to Consultant’s beneficiaries or estate, as appropriate,
      all Accrued Obligations earned or incurred through the date of termination.
      Thereafter, all obligations of the Company under this Agreement shall cease.
      Upon such termination of engagement, (i) the unvested Options, restricted stock
      and RSUs awarded to Consultant shall immediately expire effective as of the
      date
      of such termination , (ii) the vested Options awarded to Consultant, to the
      extent unexercised, shall expire two (2) years after such termination and
      Consultant’s heirs shall have such two (2) year period to exercise such Options;
      Consultant’s heirs may sell vested Options and **** stock
      (including stock underlying RSUs) subject to the restrictions imposed in
      III., G.




C.  **By
      Disability** .
      If, in
      the sole reasonable opinion of the Company, Consultant is unable to carry out
      the responsibilities and functions of the position held by Consultant by reason
      of any physical or mental impairment. taking into account any reasonable
      accommodations, for more than ninety consecutive days or more than one hundred
      and twenty days in any twelve-month period, then, to the extent permitted by
      law, the Company may terminate Consultant’s engagement. The Company shall pay to
      Consultant all Accrued Obligations through the date of termination, and
      thereafter all obligations of the Company under this Agreement shall cease.
      Upon
      such termination of engagement, (i) the unvested Options, restricted stock
      and
      RSUs awarded to Consultant shall immediately expire effective as of the date
      of
      such termination, (ii) the vested Options awarded to Consultant, to the extent
      unexercised, shall expire two (2) years after such termination and Consultant
      shall have such two (2) year period to exercise such Options, and (iii)
      Consultant may sell vested Options and stock (including stock underlying RSUs)
      subject to the restrictions imposed in III, G.




6


VI.
            **TERMINATION
                BY CONSULTANT**




A.  **At-Will
      Termination by Consultant** .
      Consultant may terminate engagement with the Company at any time for any reason
      or no reason at all, upon no less than four (4) weeks’ advance written notice.
      During such notice period Consultant shall continue to diligently perform all
      of
      Consultant’s duties hereunder. The Company shall have the option, in its sole
      discretion, to make Consultant’s termination effective at any time prior to the
      end of such notice period as long as the Company pays Consultant all
      compensation to which Consultant is entitled, and allows Consultant’s Options,
      restricted stock and RSUs to continue vesting, up through the last day of the
      four week notice period. Thereafter all obligations of the Company shall cease.
      Upon such termination of engagement, (i) the unvested Options, restricted stock
      and the unvested RSUs awarded to Consultant shall immediately expire effective
      as of the end of such notice period and (ii) the vested Options awarded to
      Consultant, to the extent unexercised, shall expire ninety (90) days after
      the
      end of such notice period and Consultant shall have such 90 day period to
      exercise such Options.




B.  **Termination
      for Good Reason** .
      Consultant’s termination shall be for “Good Reason” if Consultant provides
      written notice to the Company of the Good Reason within sixty (60) days of
      the
      date that Consultant learns of the event constituting Good Reason and provides
      the Company with a period of twenty (20) days to cure the event constituting
      Good Reason and the Company fails to cure the Good Reason within that period.
      For purposes of this Agreement, “Good Reason” shall mean any of the following
      events if the event is effected by the Company without the written consent
      of
      Consultant: (A) a change in Consultant’s position with Company which materially
      reduces Consultant's level of responsibility; (B) a reduction in Consultant’s
      compensation; (C) a material breach of this Agreement by the Company; or (D)
      the
      Company giving Consultant a directive or order that Consultant refuses to follow
      because, in the reasonable opinion of Consultant’s counsel, it is a violation of
      any applicable state, federal or local law, regulation, ordinance, or
      constitution. In such event Consultant may terminate his engagement for Good
      Reason, in which case (1) Consultant will receive a lump sum payment of the
      Severance and (2) all Options and restricted stock and RSUs awarded to
      Consultant will vest by an additional 6 months calculated as of the effective
      date of Consultant’s termination; and (3) the Company shall pay to Consultant
      all Accrued Obligations earned or incurred through the date of termination.
      Consultant’s eligibility for Severance is conditioned on Consultant having first
      signed the Mutual Release Agreement. The Severance shall be paid to Consultant
      within seven (7) days after Consultant executes and delivers to the Company
      the
      Mutual Release Agreement. Thereafter all obligations of the Company or its
      successor and the Consultant under this Agreement shall cease. Except as set
      forth in this Section VI(B), upon such termination of this engagement, all
      unvested Options and the unvested restricted stock and RSUs awarded to
      Consultant shall immediately expire effective as of the date of such
      termination, (ii) the vested Options awarded to Consultant, to the extent
      unexercised, shall expire two (2) years after such termination and Consultant
      shall have such 2 year period to exercise such Options and (iii) Consultant
      may sell vested Options **** and
      stock
      (including stock underlying RSUs) subject to the restrictions imposed in III,
      G.




7


**VII.**
            **TERMINATION
                OBLIGATIONS**




A.  **Return
      of Property** .
      Consultant agrees that all property (including without limitation all equipment,
      tangible proprietary information, documents, records, notes, contracts and
      computer-generated materials) furnished to or created or prepared by Consultant
      incident to Consultant’s engagement belongs to the Company and shall be promptly
      returned to the Company upon termination of Consultant’s engagement’ provided,
      however, that Consultant shall be entitled to maintain possession of documents
      and correspondence that Consultant received or maintained as a member of the
      Board of Directors for record keeping purposes only.




B.  **Resignation
      and Cooperation** .
      Upon
      termination of Consultant’s engagement, Consultant shall be deemed to have
      resigned from all offices and directorships then held with the Company or its
      affiliates. Following any termination of engagement, Consultant shall cooperate
      with the Company in the winding up of pending work on behalf of the Company
      and
      the orderly transfer of work to other employees or consultants. Consultant
      shall
      also cooperate with the Company in the defense of any action brought by any
      third party against the Company, or the prosecution of any action brought by
      the
      Company against a third party, that relates to Consultant’s engagement. The
      Company shall promptly reimburse Consultant or directly pay for (i) all legal,
      travel and out-of-pocket costs incurred by Consultant in connection with any
      such legal action; and (ii) Consultant’s time incurred in assisting the Company
      in the defense or prosecution of any such legal action at an hourly rate of
      pay
      consistent with his payment under this Agreement .




C.  **Continuing
      Obligations** .
      Consultant understands and agrees that Consultant’s obligations under Sections
      VII, VIII, IX and X herein shall survive the termination of Consultant’s
      engagement for any reason and the termination of this Agreement.




**VIII.**
            **INVENTIONS
                AND CONFIDENTIAL INFORMATION; PROHIBITION ON THIRD PARTY
                INFORMATION**




A.  **Confidential
      Information** .




**1.**  Consultant
      expressly acknowledges that, in the performance of his duties and
      responsibilities with the Company, he has been exposed since prior to the
      Effective Date, and will be exposed, to the trade secrets, business and/or
      financial secrets and confidential and proprietary information of the Company,
      its affiliates and/or its clients, business partners or customers (“Confidential
      Information”). The term “Confidential Information” includes information or
      material that has actual or potential commercial value to the Company, its
      affiliates and/or its clients, business partners or customers and is not
      generally known to and is not readily ascertainable by proper means to
      persons outside the Company, its affiliates and/or its clients or customers
      providing that the information is not required to be divulged as a result of
      a
      subpoena or other such legal requirements and rules.




8


**2.**  Except
      as
      authorized in writing by the Board, during the performance of Consultant’s
      duties and responsibilities for the Company and until such time as any such
      Confidential Information becomes generally known to and readily ascertainable
      by
      proper means to persons outside the Company, its affiliates and/or its clients,
      business partners or customers, Consultant agrees to keep strictly confidential
      and not use for his personal benefit or the benefit to any other person or
      entity (other than the Company) the Confidential Information. “Confidential
      Information” includes the following, whether or not expressed in a document or
      medium, regardless of the form in which it is communicated, and whether or
      not
      marked “trade secret” or “confidential” or any similar legend: (i) lists of
      and/or information concerning (including identities of) customers, prospective
      customers, suppliers, employees, consultants, co-venturers and/or joint venture
      candidates of the Company, its affiliates or its clients or customers;
      (ii) information submitted by customers, prospective customers, suppliers,
      employees, consultants and/or co-venturers of the Company, its affiliates and/or
      its clients or customers; (iii) non-public information proprietary to the
      Company, its affiliates and/or its clients or customers, including, without
      limitation, cost information, profits, sales information, prices, accounting,
      unpublished financial information, business plans or proposals, expansion plans
      (for current and proposed facilities), markets and marketing methods,
      advertising and marketing strategies, administrative procedures and manuals,
      the
      terms and conditions of the Company’s contracts and trademarks and patents under
      consideration, distribution channels, franchises, investors, sponsors and
      advertisers; (iv) proprietary technical information concerning products and
      services of the Company, its affiliates and/or its clients, business partners
      or
      customers, including, without limitation, product data and specifications,
      diagrams, flow charts, know how, processes, designs, formulae, inventions and
      product development; (v) lists of and/or information concerning applicants,
      candidates or other prospects for employment, independent contractor or
      consultant positions at or with any actual or prospective customer or client
      of
      Company and/or its affiliates, any and all confidential processes, inventions
      or
      methods of conducting business of the Company, its affiliates and/or its
      clients, business partners or customers; (vi) acquisition or merger
      targets; (vii) business plans or strategies, data, records, financial
      information or other trade secrets concerning the actual or contemplated
      business, strategic alliances, policies or operations of the Company or its
      affiliates; or (viii) any and all versions of proprietary computer software
      (including source and object code), hardware, firmware, code, discs, tapes,
      data
      listings and documentation of the Company; or (ix) any other confidential
      information disclosed to Consultant by, or which Consultant is obligated under
      a
      duty of confidence from, the Company, its affiliates, and/or its clients,
      business partners or customers providing that the information is not required
      to
      be divulged as a result of a subpoena or other such legal requirements and
      rules.




**3.**  Consultant
      affirms that he does not possess and will not rely upon the protected trade
      secrets or confidential or proprietary information of his prior employer(s)
      in
      providing services to the Company.




**4.**  In
      the
      event that Consultant’s engagement with the Company terminates for any reason,
      Consultant shall deliver forthwith to the Company any and all originals and
      copies of Confidential Information, except Consultant shall be entitled to
      retain a copy of his Board Materials for recordkeeping purposes.




9


B.  **Non-Solicitation** .




**1.**  For
      a
      period of one year following the termination of this Agreement and Consultant’s
      engagement with the Company, in the Geographic Boundary, Consultant shall
      not:




**a.**  Directly
      or indirectly through another person recruit, solicit or interfere with, or
      attempt to recruit, solicit, interfere with, any employee, or independent
      contractor of the Company to leave the employment (or independent contractor
      relationship) thereof, whether or not any such employee or independent
      contractor is party to an employment agreement. The Company acknowledges that
      this Section will not be violated by general advertising or general
      solicitations that are not targeted or directed specifically to employees of
      the
      Company, nor by the consideration or acceptance of unsolicited applications
      for
      employment by such individuals.




**b.**  Interfere
      with any relationship, contractual or otherwise, between the Company and any
      other party, including; without limitation, any supplier, co-venturer or joint
      venturer of the Company with the intent of causing such party to discontinue
      or
      reduce its business with the Company. The “Business of the Company” shall be
      defined as a business the primary focus of which is the aggregation of websites
      and selling advertising targeted to youth under the age of 18.




**2.**  Consultant
      further agrees that during the Term of this Agreement, he will not, directly
      or
      indirectly, engage, own, manage, operate, control, be employed by, consult
      for,
      participate in, render services for or be connected in any manner with the
      ownership, management, operation or control of any business in direct
      competition with the Business of the Company as defined above; provided,
      however, Consultant may own, directly or indirectly, solely as a passive
      investment, securities of any entity if (x) Consultant is not a controlling
      person of, or a member of a group which controls, such entity and does not,
      directly or indirectly, own more than 5% of any class of securities of such
      entity, and (y) either (A) such entity is traded on any national securities
      exchange, or (B) such interest is held indirectly by virtue of Consultant’s
      limited partnership interest or other passive investment in an investment fund
      in which Consultant has no investment discretion.




Consultant
      agrees and acknowledges that by virtue of his position in the Company, he is
      familiar with and in possession of the Company’s trade secrets, customer
      information and other Confidential Information which are valuable to the Company
      and that their goodwill, protection and maintenance constitute a legitimate
      business interest of the Company, to be protected by the non-competition
      restrictions set forth above. Consultant agrees and acknowledges that the
      non-competition restrictions set forth herein are reasonable and necessary
      and
      do not impose undue hardship or burdens on Consultant. Consultant also
      acknowledges that the products and services developed or provided by the
      Company, its affiliates and/or its clients or customers are or are intended
      to
      be sold, provided, licensed and/or distributed to customers and clients in
      and
      throughout the United States (the “ **Geographic
      Boundary** ”),
      and
      that the Geographic Boundary, scope of prohibited competition, and time duration
      set forth in the non-competition restrictions set forth above are reasonable
      and
      necessary to maintain the value of the Confidential Information of, and to
      protect the goodwill and other legitimate business interests of, the Company,
      its affiliates and/or its clients or customers.




10


**IX.**
            **ARBITRATION**




Any
      dispute, controversy, or claim arising under, out of, in connection with, or
      in
      relation to this Agreement, or the breach termination, validity or
      enforceability of any provision of this Agreement (“ **Arbitrable
      Claims** ”),
      will
      be settled by final and binding arbitration conducted in accordance with and
      subject to the Judicial Arbitration and Mediation Service’s (“ **JAMS** ”)
      then-current JAMS Employment Arbitration Rules and Procedures (the “ **JAMS
      Rules** ”),
      or
      such other alternative dispute resolution provider or process agreed by the
      parties. Unless otherwise mutually agreed upon by the parties, the arbitration
      hearings shall be conducted in San Francisco, California. A single arbitrator
      shall be selected in accordance with the JAMS Rules (the “ **Arbitrator** ”)
      and
      the Arbitrator shall allow such discovery as is appropriate, consistent with
      the
      purposes of arbitration in accomplishing fair, speedy and cost effective
      resolution of disputes. Judgment upon the award rendered in any such arbitration
      may be entered in any court having jurisdiction thereof, or application may
      be
      made to such court for a judicial acceptance of the award and an enforcement
      of
      such award, as the law of such jurisdiction may require or allow. Other than
      those matters involving injunctive relief as a remedy that cannot, as a matter
      of law, be awarded by the Arbitration, or any action necessary to enforce the
      award of the Arbitrator, the parties agree that the provisions of this Section
      IX are a complete defense to any suit, action, or other proceeding instituted
      in
      any court or before any administrative tribunal with respect to any dispute,
      controversy or claim arising under or in connection with this Agreement. The
      Company shall pay all costs of the arbitration that would not otherwise be
      incurred if the action were filed in court, including but not limited to any
      filing fees, case administration fees, arbitrator fees and the arbitration
      forum
      costs. THE PARTIES HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY
      IN
      REGARD TO THE ARBITRABLE CLAIMS.




**X.**
            **AMENDMENTS;
                WAIVERS; REMEDIES**




This
      Agreement may not be amended or waived except by a writing signed by Consultant
      and by a duly authorized representative of the Company other than Consultant.
      Failure to exercise any right under this Agreement shall not constitute a waiver
      of such right. Any waiver of any breach of this Agreement shall not operate
      as a
      waiver of any subsequent breaches. All rights or remedies specified for a party
      herein shall be cumulative and in addition to all other rights and remedies
      of
      the party hereunder or under applicable law.




**XI.**
            **ASSIGNMENT;
                BINDING EFFECT**




A.  **Assignment** .
      The
      performance of Consultant is personal hereunder, and Consultant agrees that
      Consultant shall have no right to assign and shall not assign or purport to
      assign any rights or obligations under this Agreement. This Agreement may be
      assigned or transferred by the Company; and nothing in this Agreement shall
      prevent the consolidation, merger or sale of the Company or a sale of any or
      all
      or substantially all of its assets.




11


B.  **Binding
      Effect** .
      Subject
      to the foregoing restriction on assignment by Consultant, this Agreement shall
      inure to the benefit of and be binding upon each of the parties; the affiliates,
      officers, directors, agents, successors and assigns of the Company; and the
      heirs, devisees, spouses, legal representatives and successors of
      Consultant.




**XII.**
            **NOTICES**




All
      notices or other communications required or permitted hereunder shall be made
      in
      writing and shall be deemed to have been duly given if delivered: (a) by hand;
      (b) by a nationally recognized overnight courier service; or (c) by United
      States first class registered or certified mail, return receipt requested,
      to
      the principal address of the other party, as set forth below. The date of notice
      shall be deemed to be the earlier of (i) actual receipt of notice by any
      permitted means, or (ii) five business days following dispatch by overnight
      delivery service or the United States Mail. Consultant shall be obligated to
      notify the Company in writing of any change in Consultant’s address. Notice of
      change of address shall be effective only when done in accordance with this
      paragraph.




Company’s
      Notice Address :




GoFish
      Corporation


706
      Mission Street, 10th Floor


San
      Francisco, California, 94103


Facsimile:
      (415) 978-9603




Consultant’s
      Notice Address :




Mr.
      James
      Moloshok


[ADDRESS]









**XIII.**
            **SEVERABILITY**




If
      any
      provision of this Agreement shall be held by a court or arbitrator to be
      invalid, unenforceable, or void, such provision shall be enforced to the fullest
      extent permitted by law, and the remainder of this Agreement shall remain in
      full force and effect. In the event that the time period or scope of any
      provision is declared by a court or arbitrator of competent jurisdiction to
      exceed the maximum time period or scope that such court or arbitrator deems
      enforceable, then such court or arbitrator shall reduce the time period or
      scope
      to the maximum time period or scope permitted by law.




**XIV.**
              **TAXES**




Notwithstanding
      any provision in this Agreement to the contrary, the Company and Consultant
      may
      amend or modify the Agreement in any manner to provide for the application
      and
      effects of Section 409A of the Internal Revenue Code and any related regulatory
      or administrative guidance issued by the Internal Revenue Service. The Company
      shall delay the payment of any benefits payable under this Agreement to the
      extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating
      to payments made to certain “specified employees” of certain publicly-traded
      companies) and in such event, any such amount to which the Consultant would
      otherwise be entitled during the six (6) month period immediately following
      his
      separation from service will be paid on the first business day following the
      expiration of such six (6) month period.




12


**XV.**
            **GOVERNING
                LAW**




This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California.




**XVI.**
            **INTERPRETATION**




This
      Agreement shall be construed as a whole, according to its fair meaning, and
      not
      in favor of or against any party. Sections and section headings contained in
      this Agreement are for reference purposes only, and shall not affect in any
      manner the meaning or interpretation of this Agreement. Whenever the context
      requires, references to the singular shall include the plural and the plural
      the
      singular.




**XVII.**
            **COUNTERPARTS**




This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original of this Agreement, but all of which together shall constitute
      one and the same instrument.




**XVIII.**
            **AUTHORITY**




Each
      party represents and warrants that such party has the right, power and authority
      to enter into and execute this Agreement and to perform and discharge all of
      the
      obligations hereunder; and that this Agreement constitutes the valid and legally
      binding agreement and obligation of such party and is enforceable in accordance
      with its terms.




**XIX.**
            **ENTIRE
                AGREEMENT**




This
      Agreement is intended to be the final, complete, and exclusive statement of
      the
      terms of Consultant’s engagement by the Company and may not be contradicted by
      evidence of any prior or contemporaneous statements or agreements, except for
      agreements specifically referenced herein (including the Indemnity Agreement,
      the Lock-Up Agreement and any applicable stock option agreement, applicable
      restricted stock unit agreement or other similar Company plan document). To
      the
      extent that the practices, policies or procedures of the Company, now or in
      the
      future, apply to Consultant, and to the extent that any applicable stock option
      agreement, applicable restricted stock unit agreement or similar Company plan
      document, are inconsistent with the terms of this Agreement, the provisions
      of
      this Agreement shall control. Any subsequent change in Consultant’s duties,
      position, or compensation will not affect the validity or scope of this
      Agreement.




13


**XX.**
            **CONSULTANT
                ACKNOWLEDGEMENT**




CONSULTANT
      ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING
      THIS AGREEMENT, THAT HE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT HE IS
      FULLY
      AWARE OF ITS LEGAL EFFECT, AND THAT HE HAS ENTERED INTO IT FREELY BASED ON
      HIS
      OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE
      CONTAINED IN THIS AGREEMENT.




**IN
      WITNESS WHEREOF** ,
      the
      parties have duly executed this Agreement as of the date first written
      above.




**GOFISH CORPORATION**
            
            **JAMES MOLOSHOK**By: /s/
              Tabreez
              Verjee
            
            By:/s/
              James
              MoloshokName:Tabreez
              Verjee
            
            James MoloshokTitle: President




14