EXHIBIT
      4.2

     

    October
      27, 2006

    


    Tompkins
      Capital Group

    488
      Madison Avenue,

    New
      York,
      New York 10022

    Attention:
      Mr. Mark N. Tompkins

    


    Mr.
      Tompkins:

    


    Reference
      is made to that certain Term Sheet (the “Term Sheet”), dated August 21, 2006,
      relating to a proposed business combination between GoFish Corporation (f/k/a
      Unibio Inc.), a Nevada corporation (the “Company”) and GoFish Technologies,
      Inc., a California corporation (“GoFish”), and a related private placement
      financing (the “Transactions”). In connection with the Transactions, the
      Company, GoFish, GF Acquisition Corp., a California corporation, ITD Acquisition
      Corp., a Delaware corporation, and Internet Television Distribution Inc., a
      Delaware corporation, entered into that certain Agreement and Plan of Merger
      and
      Reorganization (the “Merger Agreement”), dated as of October 27, 2006, pursuant
      to which GoFish shareholders received common stock, par value $0.001 per share,
      of the Company (the “Common Stock”) in consideration for shares of GoFish held
      by them at the effective time of the merger. In consideration of the Company
      and
      GoFish entering into the Transactions, and for Tompkins Capital Group to
      facilitate the Transactions, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
      agrees as follows:

    


    1. The
      undersigned hereby covenants and agrees, except as provided herein, not to
      (1)
      offer, sell, contract to sell or otherwise dispose of and (2) transfer title
      to
      (a “Prohibited Sale”) any of the shares (the “Acquired Shares”) of Common Stock
      acquired by the undersigned pursuant to or in connection with the Merger
      Agreement, during the period commencing on the “Closing Date” (as that term is
      defined in the Term Sheet) and ending on the 24-month anniversary of the Closing
      Date (the “Lockup Period”), without the prior written consent of the Company and
      Tompkins Capital Group (which consent shall not be unreasonably withheld).
      Notwithstanding the foregoing, the undersigned shall be permitted from time
      to
      time during the Lockup Period, without the prior written consent of the Company
      or Tompkins Capital Group, as applicable, (i) to acquire shares of Common Stock
      pursuant to the undersigned’s participation in the Company’s stock option plan,
      or (ii) to transfer all or any part of the Acquired Shares to any family member,
      for estate planning purposes or to an affiliate thereof (as such term is defined
      in Rule 405 under the Securities Exchange Act of 1933, as amended), provided
      that such transferee agrees with the Company and Tompkins Capital Group to
      be
      bound hereby, and in any transaction in which holders of the Common Stock of
      the
      Company participate or have the opportunity to participate pro rata, including,
      without limitation, a merger, consolidation or binding share exchange involving
      the Company, a disposition of the Common Stock in connection with the exercise
      of any rights, warrants or other securities distributed to the Company’s
      stockholders, or a tender or exchange offer for the Common Stock, and no
      transaction contemplated by the foregoing clauses (i) or (ii) shall be deemed
      a
      Prohibited Sale for purposes of this Letter Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2. This
      Letter Agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York, without regard to its conflict of laws
      principles.

    


    3. This
      Letter Agreement will become a binding agreement among the undersigned as of
      the
      Closing Date. This Letter Agreement (and the agreements reflected herein) may
      be
      terminated by the mutual agreement of the Company, Tompkins Capital Group and
      the undersigned, and if not sooner terminated, will terminate upon the
      expiration date of the Lockup Period. This Letter Agreement may be duly executed
      by facsimile and in any number of counterparts, each of which shall be deemed
      an
      original, and all of which together shall be deemed to constitute one and the
      same instrument. Signature pages from separate identical counterparts may be
      combined with the same effect as if the parties signing such signature page
      had
      signed the same counterpart. This Letter Agreement may be modified or waived
      only by a separate writing signed by each of the parties hereto expressly so
      modifying or waiving such agreement.

    
      	 	 	 
	 	Very
              truly
              yours,
	 
 	 
 	 
 
	 	  	/s/ Michael
              Downing
	 	
              
Michael
              Downing
	 	 


    

    


    Address:
      _
      c/o
      GoFish Technologies, Inc., 2299 Pacific #51, San Francisco, CA
      94115

    Number
      of
      shares of Common Stock owned: __1,631,000______

    Certificate
      Numbers: _______________________