EXHIBIT 10.2

     

    GOFISH
CORPORATION

     

    WARRANT TO PURCHASE COMMON
STOCK

    


      
        	
                Warrant No.
      _______

              	
                Dated: December __,
      2008

              


      

    

     

    GoFish
Corporation, a Nevada corporation (the “Company”),
hereby certifies that, for value received, ____________________ or its
registered assigns (the “Holder”), is
entitled to purchase from the Company up to a total of _____________ shares of
common stock, $0.001 par value per share (the “Common Stock”), of
the Company (each such share, a “Warrant Share” and all
such shares, the “Warrant Shares”) at an
exercise price equal to $0.20 per share (as adjusted from time to time as
provided in Section 7, the
“Exercise Price”), at
any time and from time to time, in whole or in part, on or after the date hereof
through and including December 2, 2013 (the “Expiration Date”), and
subject to the following terms and conditions. 

     

    1.
 Registration of
Warrant. The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Register”), in
the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all
other purposes, absent actual notice to the contrary.

     

    2.
 Registration of
Transfers. Subject
to compliance with applicable federal and state securities laws, any portion of
this Warrant may be transferred, and the Company shall register such transfer in
the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Company at its
address specified herein. Upon any such registration or transfer, a new warrant
to purchase Common Stock, in substantially the form of this Warrant (any such
new warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.

     

    3.
 Exercise and Duration of
Warrant.

     

    (a)
 This
Warrant shall be exercisable by the registered Holder at any time and from time
to time, in whole or in part, on or after December 3, 2008, to and including the
Expiration Date. At 5:00 P.M., New York City time on the Expiration Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value.

     

    (b)
 A Holder
may exercise this Warrant by delivering to the Company (i) an exercise notice,
in the form attached hereto (the “Exercise Notice”),
appropriately completed and duly signed, and (ii) payment of the Exercise
Price for the number of Warrant Shares as to which this Warrant is being
exercised, and the date such items are delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      (c)
 This
Warrant may also be exercised at such time by means of a “cashless exercise” in
which the Holder shall be entitled to receive a certificate for the number of
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:

       

      
        	 	
                (A)
      = 

              	
                the
      VWAP on the Trading Day immediately preceding the date of such
      election;

              


      

      


      
        	 	
                (B)
      = 

              	
                the
      Exercise Price of this Warrant, as adjusted; and
  

              


      

      


      
        	 	
                (X)
      = 

              	
                the
      number of Warrant Shares issuable upon exercise of this Warrant in
      accordance with the terms of this Warrant by means of a cash exercise
      rather than a cashless exercise.

              


      

      


      (d)
 For the
purposes of this Agreement, the following definitions shall apply:

       

      (i) “Trading Day” means a
day on which the Common Stock is traded on a Trading Market.

       

      (ii) “Trading Market” means
the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the American Stock Exchange, the New York
Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market or the OTC Bulletin Board.

       

      (iii) “VWAP” means,
for any date, the price determined by the first of the following clauses that
applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
the daily volume weighted average price of the Common Stock for such date (or
the nearest preceding date) on the primary Trading Market on which the Common
Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on
a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the
Common Stock is not then listed or quoted on a Trading Market and if prices for
the Common Stock are then reported in the “Pink Sheets” published by the Pink
Sheets, LLC (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Stock so
reported; or (c) in all other cases, the fair market value of a share of Common
Stock as determined by a nationally recognized-independent appraiser selected in
good faith by the Holder and reasonably acceptable to the Company.

       

      (e)
 Notwithstanding
anything to the contrary contained herein, unless the Holder otherwise notifies
the Company, this Warrant shall be deemed to be automatically exercised using
the “cashless exercise” method pursuant to Section 3(c) (regardless of
whether there is an effective Registration Statement on Form S-1 or Form S-3 or
similar form registering, or a current prospectus available for, the issuance of
the Warrant Shares) immediately prior to the time on the Expiration Date at
which this Warrant ceases to be exercisable; provided however, that in the event
that the cashless exercise formula set forth in Section 3(c) yields a result
that is less than or equal to zero, then the unexercised portion of this Warrant
shall automatically terminate and become void.


      
        
          
          

        

        
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      4.
 Delivery of Warrant
Shares.


       

      (a)
 Upon
exercise of this Warrant, the Company shall promptly (but in no event later than
three Trading Days after the Exercise Date) issue or cause to be issued and
cause to be delivered to or upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate for the Warrant Shares
issuable upon such exercise, free of restrictive legends. If the Holder provides
or previously provided the necessary account information to the Company, and if
there is an effective Registration Statement on Form S-1 or Form S-3 (or similar
form) registering the resale of the Warrants Shares by the Holder or the Warrant
Shares are eligible for resale without volume or manner-of-sale limitations
pursuant to Rule 144 of the Securities Act of 1933, as amended (the
“Securities Act”), then
the Company shall issue and deliver such Warrant Shares in a balance account of
the Holder with the Depository Trust Company through its Deposit Withdrawal
Agent Commission System. The Holder, or any person so designated by the Holder
to receive Warrant Shares, shall be deemed to have become holder of record of
such Warrant Shares as of the Exercise Date. The Company shall, upon request of
the Holder, use commercially reasonable efforts to deliver Warrant Shares
hereunder electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions if there is an
effective Registration Statement on Form S-1 or Form S-3 (or similar form)
registering the resale of the Warrants Shares by the Holder or the Warrant
Shares are eligible for resale without volume or manner-of-sale limitations
pursuant to Rule 144 of the Securities Act. 

       

      (b)
 This
Warrant is exercisable on or after December 3, 2008, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. Upon surrender
of this Warrant following one or more partial exercises, the Company shall issue
or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares.

       

      (c)
 In
addition to any other rights available to the Holder, if the Company fails to
deliver to the Holder a certificate representing Warrant Shares by the third
Trading Day after the date on which delivery of such certificate is required by
this Warrant, and if after such third Trading Day the Holder purchases (in an
open market transaction or otherwise), or the Holder’s broker purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant
Shares that the Holder was entitled to receive from the Company (a “Buy-In”), then
the Company shall, promptly (and in any event not later than three Trading Days
after the Holder’s request) and in the Holder’s discretion, either (i) pay cash
to the Holder an amount equal to the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased (the
“Buy-In Price”), at
which point the Company’s obligation to deliver such certificate (and to issue
such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to
deliver to the Holder a certificate or certificates representing Warrant Shares
in number equal to the Common Stock purchased and pay cash to the Holder in an
amount equal to the excess (if any) of the Buy-In Price over the product of (A)
such number of shares of Common Stock purchased, times (B) the price at which
the sell order giving rise to such purchase obligation was executed. For
example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of shares of
Common Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, the Company shall be required to pay the Holder $1,000
and deliver to the Holder a certificate or certificates representing Warrant
Shares in number equal to the Common Stock purchased.


      
        
          
          

        

        
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      (d)
 The
Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares. Nothing herein shall
limit the Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to
timely deliver certificates representing shares of Common Stock upon exercise of
this Warrant as required pursuant to the terms hereof. If the Company fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Shares pursuant to this Section 4(a) by the third
Trading Day after the date on which delivery of the stock certificate is
required pursuant to Section 4(a), then the Holder will have the right to
rescind such exercise.

       

      5.
 Charges, Taxes and
Expenses.
Issuance and delivery of certificates for shares of Common Stock upon exercise
of this Warrant shall be made without charge to the Holder for any issue or
transfer tax, withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of which taxes and
expenses shall be paid by the Company; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the registration of any certificates for Warrant Shares or Warrant
in a name other than that of the Holder or an affiliate thereof. The Holder
shall be responsible for all other tax liability that may arise as a result of
holding or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.

       

      6.
 Reservation of Warrant
Shares. The
Company covenants that it will at all times reserve and keep available out of
the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares which
are then issuable and deliverable upon the exercise of this entire Warrant, free
from preemptive rights or any other contingent purchase rights of persons other
than the Holder (taking into account the adjustments and restrictions of
Section 7). The
Company covenants that all Warrant Shares so issuable and deliverable shall,
upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable. The Company will take all such action as may be necessary to
assure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any
securities exchange or automated quotation system upon which the Common Stock
may be listed.


      
        
          
          

        

        
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      7.
 Certain
Adjustments.


       

      (a)
 Stock Dividends and
Splits. If the
Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class of
capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.

       

      (b)
 Number of Warrant
Shares.
Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
(a) of this Section, the number of Warrant Shares that may be purchased upon
exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for
the increased or decreased number of Warrant Shares shall be the same as the
aggregate Exercise Price in effect immediately prior to such
adjustment.

       

      (c)
 Adjustment for
Reorganization. If
there shall occur any reorganization, recapitalization, reclassification,
consolidation, merger, or sale of all or substantially all of its assets
involving the Company or any tender offer or exchange offer of more than 50% of
the Company’s outstanding capital stock in which the Common Stock is converted
into or exchanged for securities, cash or other property (other than a
transaction covered by Section
7(a) or
7(d))
(collectively, a “Reorganization”), then,
following such Reorganization, upon any subsequent exercise of this Warrant the
Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such
Reorganization, at the option of the Holder, the number of shares of Common
Stock of the successor or acquiring entity or of the Company, if it is the
surviving entity, and any additional consideration (the “Alternate
Consideration”)
receivable upon or as a result of such Reorganization by a Holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Reorganization, and the Company shall in
good faith apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Reorganization, then the
Holder shall be given the same choice as to the Alternate Consideration it
receives upon any exercise of this Warrant following such Reorganization. To the
extent necessary to effectuate the foregoing provisions, any successor to the
Company or surviving entity in such Reorganization shall issue to the Holder a
new warrant consistent with the foregoing provisions and evidencing the Holder’s
right to exercise such warrant into Alternate Consideration. The terms of any
agreement pursuant to which a Reorganization is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions
of this Section 7(c) and insuring that this Warrant (or any such replacement
security) will be similarly adjusted upon any subsequent transaction(s)
analogous to a Reorganization. 


      
        
          
          

        

        
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      (d)
 Adjustments for Other
Dividends and Distributions. If the
Company, at any time while this Warrant is outstanding, shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the Company
(other than shares of Common Stock) or in cash or other property, then and in
each such event provision shall be made so that the Holder shall receive upon
exercise hereof, in addition to the number of shares of Common Stock issuable
hereunder, the kind and amount of securities of the Company, cash or other
property which the Holder would have been entitled to receive had this Warrant
been exercised on the date of such event and had the Holder thereafter, during
the period from the date of such event to and including the Exercise Date,
retained any such securities receivable during such period, giving application
to all adjustments called for during such period under this Section 7 with
respect to the rights of the Holder. 

       

      (e)
 Calculations. All
calculations under this Section 7 shall be
made to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition
of any such shares shall be considered an issue or sale of Common
Stock.

       

      (f)
 Notice of
Adjustments. Upon
the occurrence of each adjustment pursuant to this Section 7, the
Company at its expense shall, as promptly as reasonably practicable but in any
event not later than 10 days thereafter, compute such adjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such
adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Warrant Shares or other securities issuable upon exercise of
this Warrant (as applicable), describing the transactions giving rise to such
adjustments and showing in detail the facts upon which such adjustment is based;
provided, in each case that such information shall be made known to the public
through a press release, filing with the Commission, or other public
announcement prior to or in conjunction with such notice being provided to the
Holder, and provided further that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder (but
in any event not later than 10 days thereafter).

       

      (g)
 Notice of Corporate
Events. If the
Company (i) declares a dividend or any other distribution of cash, securities or
other property in respect of its Common Stock, including without limitation any
granting of rights or warrants to subscribe for or purchase any capital stock of
the Company or any Subsidiary, (ii) authorizes or approves, enters into any
agreement contemplating, or solicits, stockholder approval for any merger, sale
or similar transaction pursuant to which Common Stock is converted or exchanged
for cash, securities or property or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company shall
deliver to the Holder a notice describing the material terms and conditions of
such transaction, at least 20 calendar days prior to the applicable record or
effective date on which a person would need to hold Common Stock in order to
participate in or vote with respect to such transaction.


      
        
          
          

        

        
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      8.
 Payment of Exercise
Price. The
Holder shall pay the Exercise Price in cash in immediately available funds or by
means of a “cashless exercise” as described herein. 

       

      9.
 Fractional
Shares. The
Company shall not be required to issue or cause to be issued fractional Warrant
Shares on the exercise of this Warrant. If any fraction of a Warrant Share
would, except for the provisions of this Section, be issuable upon exercise of
this Warrant, the number of Warrant Shares to be issued will be rounded up to
the nearest whole share.

       

      10.
 Reservation and
Registration.


       

      (a) The
Company covenants that it will at all times reserve and keep available, free
from any pre-emptive rights, out of its authorized and unissued Common Stock,
solely for the purpose of issue upon exercise of this Warrant, such number of
shares of Common stock of the Company as shall then be issuable upon the
exercise of this Warrant. The Company covenants that all Warrant Shares which
shall be so issuable upon exercise of this Warrant shall, upon such issue, be
duly authorized, validly issued, fully paid and non-assessable.

       

      (b) The
Company agrees to register the Warrant Shares for resale under the Securities
Act on the terms and subject to the conditions set forth in the Investors’
Rights Agreement between the Company and the Holder, dated as of the date
hereof. 

       

      11.
 Notices. Any and
all notices or other communications or deliveries hereunder (including without
limitation any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (a) when hand delivered to the other
party; (b) three business days after deposit in the U.S. mail with
registered mail receipt requested postage prepaid and addressed to the other
party at the address set forth below; or (c) the next business day after
deposit with a national overnight delivery service, postage prepaid, addressed
to the parties as set forth below with next business day delivery guaranteed,
provided that the sending party receives a confirmation of delivery from the
delivery service provider. The address for such notices or communications shall
be as set forth on Schedule
I hereto,
as may be updated from time to time by providing notice pursuant to this Section
11. 

       

      12.
 Warrant
Agent. The
Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to
the Holder, the Company may appoint a new warrant agent. Any corporation into
which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent
shall be a party or any corporation to which the Company or any new warrant
agent transfers substantially all of its corporate trust or shareholders
services business shall be a successor warrant agent under this Warrant without
any further act. Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Company’s
Warrant Register.


      
        
          
          

        

        
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      13.
 Loss, Theft or Destruction
of Warrant. In the
event that the Holder notifies the Company that this Warrant has been lost,
stolen or destroyed, then a replacement Warrant, identical in all respects to
the original Warrant (except for any adjustment pursuant hereto to the Exercise
Price or number of Warrant Shares issuable hereunder, if different from the
numbers shown on the original Warrant) shall be delivered to the Holder by the
Company, provided that the Holder executes and delivers to the Company an
agreement reasonably satisfactory to the Company to indemnify the Company from
any loss incurred by the Company in connection with such Warrant.

       

      14.
 Miscellaneous.

       

      (a)
 Subject
to the restrictions of transfer set forth on the first page hereof, this Warrant
may be assigned by the Holder. This Warrant may be amended only in writing
signed by the Company and the Holder and their successors and
assigns.

       

      (b)
 The terms
of this Warrant may be amended, modified or waived only with the written consent
of the party against which enforcement of the same is sought.

       

      (c)
 The
Company will not, by amendment of its governing documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder against impairment. Without limiting the generality of
the foregoing, the Company (i) will not increase the par value of any Warrant
Shares above the amount payable therefor on such exercise, (ii) will take all
such action as may be reasonably necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable Warrant
Shares on the exercise of this Warrant, and (iii) will not close its shareholder
books or records in any manner which interferes with the timely exercise of this
Warrant. 

       

      (d)
 Governing
Law. the
corporate laws of the state of incorporation of the Company shall govern all
issues concerning the relative rights of the company and its stockholders. all
questions concerning the construction, validity, enforcement and interpretation
of this warrant shall be governed by and construed and enforced in accordance
with the laws of the state of california. 

       

      (e)
 If the
Company fails to comply with any provision of this Warrant, the Company shall
pay to the Holder such amounts as shall be sufficient to cover any third party
costs and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.

       

      (f)
 The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

       

      (g)
 In case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.

       

      
        	
                GOFISH
      CORPORATION

              
	 	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              


      


      
        
          
          

        

        
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      Schedule
I

       

      ADDRESSES
FOR NOTICES

       

      If to the
Company:

       

      GoFish
Corporation

      706
Mission Street

      San
Francisco, CA 94103

      Attention:
General Counsel

      Facsimile:
(415) 978-3020

       

      with a
copy to (which shall not constitute notice)

       

      Morrison
& Foerster LLP

      425
Market Street

      San
Francisco, CA 94105

      Attention:
John W. Campbell

      Facsimile:
(415) 268-7522

       

      If to the
Holder:

      


      [                              ]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FORM OF
EXERCISE NOTICE

       

      (To be
executed by the Holder to exercise the right to purchase shares of Common Stock
under the foregoing Warrant)

       

      To:
GoFish Corporation

       

      The
undersigned is the Holder of Warrant No. _______ (the “Warrant”) issued
by GoFish Corporation, a Nevada corporation (the “Company”).
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.

       

      
        	
                1.
      

              	
                The
      Warrant is currently exercisable to purchase a total of ______________
      Warrant Shares.

              


      

       

      
        	
                2.
      

              	
                The
      undersigned Holder hereby exercises its right to purchase
      _________________ Warrant Shares pursuant to the
  Warrant.

              


      

       

      
        	
                3.
      

              	
                The
      holder shall pay the sum of $____________ to the Company in accordance
      with the terms of the Warrant (in cash or by means of a “cashless
      exercise”).

              


      

       

      
        	
                4.
      

              	
                Pursuant
      to this exercise, the Company shall deliver to the holder _______________
      Warrant Shares in accordance with the terms of the
  Warrant.

              


      

       

      
        	
                5.
      

              	
                Following
      this exercise, the Warrant shall be exercisable to purchase a total of
      ______________ Warrant Shares.

              


      

       

      
        
          
            
              
                	
                        Dated:
      ______________,
      _____

                      	
                        Name
      of Holder: 

                      
	 	 
	 	
                        (Print)
      

                      
	 	 
	 	
                        By:

                      	  
	 	
                        Name:

                      	  
	 	
                        Title:

                      	  
	 	 	 
	 	
                        (Signature
      must conform in all respects to

                        name
      of holder as specified on the face of the

                        Warrant)

                      


              

            

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FORM OF
ASSIGNMENT

       

      [To be
completed and signed only upon transfer of Warrant]

       

      FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the within Warrant to
purchase ____________ shares of Common Stock of GoFish Corporation to which the
within Warrant relates and appoints ________________ attorney to transfer said
right on the books of GoFish Corporation with full power of substitution in the
premises.

       

      
        
          
            	
                    
                      Dated:
      ______________,
      _____

                    

                  	 	 
	 	 	 
	 	 	   
	 	 	
                    (Signature
      must conform in all respects to name of holder

                    as
      specified on the face of the Warrant)

                  
	 	 	   
	 	 	
                    Address
      of Transferee

                  
	 	 	 
	 	 	 
	
                  	 	 
	 	 	 
	
                    In
      the presence of: