Unassociated Document


     

    
      
        EXHIBIT
          10.22

        


        FIRST
          AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT

         

        THIS
          FIRST AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT (this
          “First
          Amendment”)
          is
          made as of June 29, 2007, 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”).

         

        WHEREAS,
          GoFish,
          the Company and KSE are parties to, and have agreed to amend, that certain
          Strategic Alliance Agreement, dated as of January 1, 2007 (the “Strategic
          Alliance Agreement”).

         

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

         

        1. The
          definition of “Base
          Warrants”
in
          Section 1.01 is hereby amended and restated in its entirety to read as
          follows:

         

        “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 seventh
          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 seven (7) 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 seven (7) 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.”

        


        2. Effect
          on Strategic Alliance Agreement.
          On and
          after the date of this First Amendment each reference in the Strategic
          Alliance
          Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like
          import referring to the Strategic Alliance Agreement shall mean and be
          a
          reference to the Strategic Alliance Agreement, as amended by this First
          Amendment.

         

        3. Governing
          Law.
          The
          execution, interpretation and performance of this First Amendment shall
          be
          governed by the internal laws and judicial decisions of the State of New
          York.

         

        4. 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.

         

        5. 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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF,
          the
          parties hereto have executed this First Amendment as of the date first
          above
          written.

        
          	 	 	 
	 	GOFISH
                  TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Tabreez
                  Verjee
	 	
                  
Name:
 Tabreez
                  Verjee
	 	Title:
                   President 


          	 	 	 
	 	GOFISH
                  CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Tabreez
                  Verjee
	 	
                  
Name:
 Tabreez
                  Verjee
	 	Title:
                   President 


          	 	 	 
	 	KALEIDOSCOPE,
                  INC.
	 
 	 
 	 
 
	 	By:  	/s/ Anthony
                  B. Andrea
	 	
                  
Name:
 Anthony
                  B. Andrea
	 	Title:
                   President