Unassociated Document


    EXHIBIT
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”)
      is
      made, entered into and effective as of October 30, 2006 (the “Effective
      Date”),
      between GoFish Corporation (the “Company”),
      and
      Greg Schroeder, an individual (the “Executive”).

    


    WHEREAS,
      the Company and the Executive wish to memorialize the terms and conditions
      of
      the Executive’s employment by the Company in the position of Chief Technology
      Officer; 

    


    NOW,
      THEREFORE, in consideration of the covenants and promises contained herein,
      the
      Company and the Executive agree as follows:

    


    1. Employment
      Period.
      The
      Company offers to employ the Executive, and the Executive agrees to be employed
      by Company, in accordance with the terms and subject to the conditions of this
      Agreement. The Company and Executive agree that Executive is employed “at will”
which means that the employment relationship may be terminated by either party
      at any time, for any reason or no reason, subject to the provisions of Section
      11 below (the period during which the Executive is employed by the Company
      hereinafter referred to as the “Employment
      Period”).
      The
      Executive affirms that no obligation exists between the Executive and any other
      entity which would prevent or impede the Executive’s immediate and full
      performance of every obligation of this Agreement.

    


    2. Position
      and Duties.
      During
      the term of the Executive’s employment hereunder, the Executive shall continue
      to serve in, and assume duties and responsibilities consistent with, the
      position of Chief Technology Officer of a public company, which may include,
      but
      are not limited to, serving a key executive role in the technology/engineering
      team; driving overall technology and design in terms of the GoFish technology
      and product platforms, application infrastructure, tactical systems management
      methodology, and solutions design; working to define best-practices in the
      overall design and architecture of the Company’s application architecture;
      crafting effective approaches to addressing the unique challenges in and around
      reliability, speed, and scale; managing, on an on-going basis, the GoFish
      platform and infrastructure; and developing and managing the Company’s
      technology strategy and team, as the Chief Executive Officer of the Company
      shall determine from time to time. The Company agrees that between the Effective
      date and November 16, 2006, the Executive may work part time in order to allow
      him to fulfill certain existing business commitments. Thereafter, the Executive
      agrees to devote to the Company substantially all of his working time, skill,
      energy and best business efforts during the term of his employment with the
      Company, and the Executive shall not engage in business activities outside
      the
      scope of his employment with the Company if such activities would detract from
      or interfere with his ability to fulfill his responsibilities and duties under
      this Agreement or require substantial amounts of his time or of his
      services.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    3. No
      Conflicts.
      The
      Executive covenants and agrees that for so long as he is employed by the
      Company, he shall inform the Company of each and every future business
      opportunity presented to the Executive that arises within the scope of the
      Business of the Company (as defined below) and would be feasible for the
      Company, and that he will not, directly or indirectly, exploit any such
      opportunity for his own account. 

    


    4. Hours
      of Work.
      The
      Executive’s normal days and hours of work shall coincide with the Company’s
      regular business hours. The nature of the Executive’s employment with the
      Company requires flexibility in the days and hours that the Executive must
      work,
      and may necessitate that the Executive work on other or additional days and
      hours. 

    


    5. Location.
      The
      locus of the Executive’s employment with the Company shall be San Francisco,
      California and, from time to time as determined by the Company, any other locus
      where the Company now or hereafter has a business facility.

    


    6. Compensation.
      

    


    (a) Base
      Salary.
      During
      the term of this Agreement, the Company shall pay, and the Executive agrees
      to
      accept, in consideration for the Executive’s services hereunder, pro
      rata
      payments, twice a month, of the annual salary of $225,000, less all applicable
      taxes and other appropriate deductions. The
      Executive’s salary for the calendar year 2006 shall be paid pro
      rata
      for the
      portion of the year he is an employee. 

    


    The
      Compensation Committee (the “Compensation
      Committee”)
      of the
      Board of Directors (the “Board”)
      shall
      also review the Executive’s base salary annually and shall make a recommendation
      to the Board as to whether such base salary should be increased but not
      decreased, which decision shall be within the Board’s sole
      discretion.

    


    (b) Annual
      Bonus.
      During
      the term of this Agreement, the Executive shall be entitled to an annual bonus
      to be determined in consultation with the Board, as follows: 

    


    (i) If
      Executive accomplishes goals to be determined by the Company’s CEO in
      consultation with the Executive during a calendar year, excluding the calendar
      year 2006, the Executive will be entitled to an annual bonus of up to 20% of
      the
      Executive’s base salary. Executive will be eligible for a potential one time
      bonus of up to 100,000 options for the year end 2007 upon accomplishment of
      the
      goals established by the CEO in consultation with Executive. 

    


    (ii) The
      annual bonus set forth in Section 6(b)(i) above shall be paid by the Company
      to
      the Executive on or before April 15th,
      and in
      any event upon completion of the Company’s audit, following the calendar year of
      the Employment Period in which such bonus was earned. 

     

    No
      bonus
      shall be paid for the calendar year 2006.


    
      
        
        

      

      
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    7. Expenses.
      During
      the term of this Agreement, the Executive shall be entitled to payment or
      reimbursement of any reasonable expenses paid or incurred by him in connection
      with and related to the performance of his duties and responsibilities hereunder
      for the Company. All requests by the Executive for payment or
      reimbursement of such expenses shall be supported by appropriate invoices,
      vouchers, receipts or such other supporting documentation in such form and
      containing such information as the Company may from time to time require,
      evidencing that the Executive, in fact, incurred or paid said
      expenses.

    


    8. Vacation.
      During
      the term of this Agreement, the Executive shall be entitled to accrue, on a
      pro
      rata basis,
      20
      vacation days per year, as a combination of Paid Time Off and Paid Vacation
      allocation, as defined below in Sections 8(a) and 8(b). However, from the date
      of execution of this agreement until the end of 2007 the Executive shall be
      entitled to accrue, on a pro
      rata
      basis,
      15 vacation days per year as a combination of Paid Time Off and Paid Vacation
      allocation, as defined below in Sections 8(a) and 8(b). The Executive shall
      be
      entitled to carry over any accrued, unused Paid Vacation days from year to
      year
      without limitation. 

    


    9. Stock
      Options.
      The
      Company hereby agrees that the Executive
      shall be granted a stock option on the terms and conditions hereinafter
      stated:

    


    (a) Grant
      of Option.
      On the
      Effective Date, the Company will grant
      the
      Executive an option to purchase an aggregate of 275,000 shares of the
      Company’s common voting stock (the “Option”)
      under
      the Company’s 2006 Equity Incentive Plan (the “Equity
      Incentive Plan”).
      Such
      grant shall be evidenced by an Option Agreement as contemplated by the Equity
      Incentive Plan. In subsequent years the Executive shall be eligible for such
      grants of Options and other permissible awards (collectively with the Options,
      “Awards”) under the Equity Incentive Plan as the Compensation Committee or the
      Board shall determine.

    


    (b) Option
      Price; Term.
      The
      exercise
      price of the Option shall be $1.50 per share, which represents the fair market
      value per share of Company common voting stock on the Effective Date. The term
      of the Option shall be ten years from the date of grant.

    


    (c) Option
      Vesting and Exercise.
      Twenty-five percent (25%) of the Option shall be vested and exercisable on
      the
      first anniversary of the date of the grant of the Option. On the last day of
      each month thereafter, continuing to the fourth anniversary of the date of
      the
      grant of the Option, an additional one forty-eighth of the Option shall vest,
      subject to Section 9(d).

    


    (d) Termination
      of Service; Accelerated Vesting. 

     

    (i) If
      the
      Executive’s employment is terminated for Cause, as such term is defined below,
      all Awards, whether or not vested, shall immediately expire effective the date
      of termination of employment. 

    


    (ii) If
      the
      Executive’s employment is terminated voluntarily by the Executive without Good
      Reason, as such term is defined below, all unvested Awards shall immediately
      expire effective the date of termination of employment. Vested Awards, to the
      extent unexercised, shall expire one month after the termination of
      employment.


    
      
        
        

      

      
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    (iii) Except
      as
      set forth in Section 9(d)(iv), if the Executive’s employment is terminated (i)
      by the Company without Cause, as defined below; (ii) by the Executive for Good
      Reason, as defined below; or (iii) upon death or Disability, as defined below,
      all unvested Awards shall immediately expire and the vested Awards, to the
      extent unexercised, shall expire one year after any such event.

    


    (iv) If
      the
      Executive’s employment is terminated as a result of a circumstance contemplated
      in Section 11(e)(i)(C), all unvested Awards shall immediately vest and become
      exercisable effective on the date of termination of employment, and to the
      extent unexercised, shall expire one year after any such event.

    


    (e) Payment.
      The
      full consideration for any shares purchased by the Executive upon exercise
      of
      the Options shall be paid in cash. 

     

    10. Other
      Benefits.
      

    


    (a) During
      the term of this Agreement, the Executive shall be eligible to participate
      in
      incentive, savings, retirement (401(k)), and welfare benefit plans, including,
      without limitation, health, medical,
      dental,
      vision,
      life (including accidental death and dismemberment)
      and
      disability insurance plans (collectively, “Benefit
      Plans”),
      in
      substantially the same manner, including but not limited to responsibility
      for
      the cost thereof, and at
      substantially the same levels, as the Company makes
      such
      opportunities available to all of the Company’s managerial
      or salaried executive
      employees. 

    


    (b) The
      Executive’s spouse and dependent minor children will be covered under the
      Benefit Plans providing health, medical, dental, and vision benefits, in
      substantially the same manner, including but not limited to responsibility
      for
      the cost thereof, and at substantially the same levels, as the Company makes
      such opportunities available to the spouses and dependent minor children to
      all
      of the Company’s managerial or salaried executive employees. 

    


    (c)
       Until
      such time as the Executive becomes covered by Company medical coverage, the
      Company shall reimburse the Executive for the Executive’s medical coverage
      currently in place.

    


    11. Termination
      of Employment.

    


    (a) Death.
      In the
      event that during the term of this Agreement the Executive dies, this Agreement
      and the Executive’s employment with the Company shall automatically terminate
      and the Company shall have no further obligations or liability to the Executive
      or his heirs, administrators or executors with respect to compensation and
      benefits accruing thereafter, except for the obligation to pay the Executive’s
      heirs, administrators or executors any earned but unpaid base salary, unpaid
      pro
      rata
      annual
      bonus, and unused vacation days accrued through the date of death, and to
      reimburse, pursuant to Section 7, any expenses incurred through the date of
      death; provided,
      that
      nothing contained in this paragraph shall be deemed to excuse any breach by
      the
      Company of any provision of this Agreement. All payments due hereunder shall
      be
      made within 45 days after the Executive’s death; provided, however, that payment
      of any pro
      rata
      annual
      bonus shall be made as specified in Section 11(g). The Company shall deduct,
      from all payments made hereunder, all applicable taxes, including income tax,
      FICA and FUTA, and other appropriate deductions.


    
      
        
        

      

      
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    (b) “Disability.”
      In
      the
      event that, during the term of this Agreement, the Executive shall be prevented
      from performing his duties and responsibilities hereunder to the full extent
      required by the Company by reason of Disability (as defined below) this
      Agreement and the Executive’s employment with the Company shall automatically
      terminate and the Company shall have no further obligations or liability to
      the
      Executive or his heirs, administrators or executors with respect to compensation
      and benefits accruing thereafter, except for the obligation to pay the Executive
      or his heirs, administrators or executors any earned but unpaid base salary,
      unpaid pro
      rata
      annual
      bonus and unused vacation days accrued through the Executive’s last date of
      employment with the Company, and to reimburse, pursuant to Section 7, any
      expenses incurred through the Executive’s last day of employment with the
      Company; provided,
      that
      nothing contained in this paragraph shall be deemed to excuse any breach by
      the
      Company of any provision of this Agreement. All payments due hereunder shall
      be
      made within 15 days after the date of termination of the Executive’s employment;
provided,
      however, that payment of any pro
      rata
      annual
      bonus shall be made as specified in Section 11(g). The Company shall deduct,
      from all payments made hereunder, all applicable taxes, including income tax,
      FICA and FUTA, and other appropriate deductions through
      the last date of the Executive’s employment with the Company. For purposes of
      this Agreement, “Disability”
shall
      mean a physical or mental disability that prevents the performance by the
      Executive, with or without reasonable accommodation, of his duties and
      responsibilities hereunder for a period of not less than an aggregate of three
      months during any twelve consecutive months. 

    


    (c) “Cause.”
      

    


    (i) At
      any
      time during the term of this Agreement, the Company may terminate this Agreement
      and the Executive’s employment hereunder for “Cause.” For purposes of this
      Agreement, “Cause”
shall
      be defined as the occurrence of: (A)
      gross
      neglect, malfeasance or gross insubordination in performing the Executive’s
      duties under this Agreement; (B) the Executive’s conviction for a felony,
      excluding convictions associated with traffic violations; (C) an egregious
      act
      of dishonesty (including without limitation theft or embezzlement) or a
      malicious action by the Executive toward the Company’s customers or employees;
      (D) a willful and material violation of any provision of Sections 12 and 13
      hereof; (E) intentional reckless conduct that is materially detrimental to
      the
      business or reputation of the Company; or (F) material failure, other than
      by
      reason of Disability, to carry out reasonably assigned duties or instructions
      consistent with the title of Chief Technology Officer (provided that material
      failure to carry out reasonably assigned duties shall be deemed to constitute
      Cause only after a finding by the Board of Directors, or a duly constituted
      committee thereof, of material failure on the part of the Executive and the
      failure to remedy such performance to the Board’s or the committee’s
      satisfaction within 30 days after delivery of written notice to the Executive
      of
      such finding setting forth those duties that are not being performed by the
      Executive).


    
      
        
        

      

      
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    (ii) Upon
      termination of this Agreement for Cause, the Company shall have no further
      obligations or liability to the Executive or his heirs, administrators or
      executors with respect to compensation and benefits thereafter, except for
      the
      obligation to pay the Executive any earned but unpaid base salary, unpaid
pro
      rata
      annual
      bonus, and unused vacation days accrued through the Executive’s last day of
      employment with the Company, and to reimburse, pursuant to Section 7, any
      expenses incurred through the Executive’s last day of employment with the
      Company. All payments due hereunder shall be made within 15 days after the
      date
      of termination of the Executive’s employment; provided,
      however, that payment of any pro
      rata
      annual
      bonus shall be made as specified in Section 11(g). The Company shall deduct,
      from all payments made hereunder, all applicable taxes, including income tax,
      FICA and FUTA, and other appropriate deductions.

    


    (d) Change
      of Control.
      For
      purposes of this Agreement, “Change
      of Control”
means
      the occurrence of, or the Company’s Board’s vote to approve: (A) any
      consolidation or merger of the Company pursuant to which the stockholders
      of the Company immediately before the transaction do not retain immediately
      after the transaction, in substantially the same proportions as their ownership
      of shares of the Company’s
      voting
      stock immediately before the transaction, direct or indirect beneficial
      ownership of more than 50% of the total combined voting power of the outstanding
      voting securities of the surviving business entity;
      (B) any
      sale, lease, exchange or other transfer (in one transaction or a series of
      related transactions) of all, or substantially all, of the assets of the Company
      other than any sale, lease, exchange or other transfer to any company where
      the
      Company owns, directly or indirectly, 100% of the outstanding voting securities
      of such company after any such transfer; or (C)
      the
      direct or indirect sale or exchange in a single transaction or series of related
      transactions by the stockholders of the Company of more than 50% of the voting
      stock of the Company.

    


    (e) “Good
      Reason.”

     

    (i) At
      any
      time during the term of this Agreement, subject to the conditions set forth
      in
      Section 11(e)(ii) below, the Executive may terminate this Agreement and the
      Executive’s employment with the Company for “Good Reason.” For purposes of this
      Agreement, “Good
      Reason”
shall
      mean the occurrence of any of the following events: (A) the
      assignment, without the Executive’s consent, to the Executive of duties that are
      significantly different from, and that result in a substantial diminution of,
      the duties that he assumed on the Effective Date; (B) the
      assignment, without the Executive’s consent, to the Executive of a title that is
      different from and subordinate to the title specified in Section 2 above; (C)
      any termination of the Executive’s employment by the Company, other than a
      termination for Cause, within 12 months after a Change of Control; (D) a change
      to the principal place of the performance of the Executive’s duties to a
      location more than 50 miles from San Francisco, California without the
      Executive’s prior written consent; or (E) material
      breach by the Company of this Agreement. 

    


    (ii) The
      Executive shall not be entitled to terminate his employment with the Company
      and
      this Agreement for Good Reason unless and until he shall have delivered written
      notice to the Company of his intention to terminate this Agreement and his
      employment with the Company for Good Reason, which notice specifies in
      reasonable detail the circumstances claimed to provide the basis for such
      termination for Good Reason, and the Company shall not have eliminated the
      circumstances constituting Good Reason within 30 days of its receipt from the
      Executive of such written notice. 


    
      
        
        

      

      
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    (iii) In
      the
      event that the Executive terminates this Agreement and his employment with
      the
      Company for Good Reason, the Company shall pay or provide to the Executive
      (or,
      following his death, to the Executive’s heirs, administrators or executors):
      (A)
      any
      earned but unpaid base salary, unpaid pro
      rata
      annual
      bonus, and unused vacation days accrued through the Executive’s last day of
      employment with the Company, as well as reimbursement, pursuant to Section
      7, of
      any expenses incurred through the Executive’s last day of employment with the
      Company; and
      (B)
      severance in an amount equal to three months’ base salary, as in effect
      immediately prior to the Executive’s termination hereunder. All payments due
      hereunder shall be made within 15 days after the date of termination of the
      Executive’s employment;
      provided, however, that payment of any pro
      rata
      annual
      bonus shall be made as specified in Section 11(g). The Company shall deduct,
      from all payments made hereunder, all applicable taxes, including income tax,
      FICA and FUTA, and other appropriate deductions.

     

    (iv) The
      Executive shall have no duty to mitigate his damages.

     

    (f) Without
      “Cause” or “Good Reason.”

     

    (i) By
      The
      Executive.
      At any
      time during the term of this Agreement, the Executive shall be entitled to
      terminate this Agreement and the Executive’s employment with the Company without
      Good Reason by providing prior written notice of at least 30 days to the
      Company. Upon termination by the Executive of this Agreement and the Executive’s
      employment with the Company without Good Reason, the Company shall have no
      further obligations or liability to the Executive or his heirs, administrators
      or executors with respect to compensation and benefits thereafter, except for
      the obligation to pay the Executive any earned but unpaid base salary and unused
      vacation days accrued through the Executive’s last day of employment with the
      Company, and to reimburse, pursuant to Section 7, any expenses incurred through
      the Executive’s last day of employment with the Company. All payments due
      hereunder shall be made within 15 days after the date of termination of the
      Executive’s employment. The Company shall deduct, from all payments made
      hereunder, all applicable taxes, including income tax, FICA and FUTA, and other
      appropriate deductions.

    


    (ii) By
      The
      Company.
      At any
      time during the term of this Agreement, the Company shall be entitled to
      terminate this Agreement and the Executive’s employment with the Company without
      Cause by providing prior written notice of at least 30 days to the Executive.
      Upon termination by the Company of this Agreement and the Executive’s employment
      with the Company without Cause, the Company shall pay or provide to the
      Executive (or, following his death, to the Executive’s heirs, administrators or
      executors): (A) any earned but unpaid base salary, unpaid pro
      rata
      annual
      bonus, and unused vacation days accrued through the Executive’s last day of
      employment with the Company, as well as reimbursement, pursuant to Section
      7, of
      any expenses incurred through the Executive’s last day of employment with the
      Company, and (B) severance in an amount equal to three months’ base salary, as
      in effect immediately prior to the Executive’s termination hereunder. All
      payments due hereunder shall be made within 15 days after the date of
      termination of the Executive’s employment. The Company shall deduct, from all
      payments made hereunder, all applicable taxes, including income tax, FICA and
      FUTA, and other appropriate deductions. 


    
      
        
        

      

      
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    (g) Pro
      Rata
      Bonus
      After Termination.
      In the
      event the Executive’s employment terminates pursuant to Sections 11(a), 11(b),
      11(c) or 11(f)(ii), the Company will, at the time specified in Section 6(b)(ii),
      pay any pro
      rata
      annual
      bonus earned pursuant to Section 6(b)(i) prior to the termination of employment.
      For example only, and not by way of limitation, if the Executive’s employment
      terminated on October 1, 2007 pursuant to Section 11(f)(ii), any annual bonus
      earned pursuant to Section 6(b)(i) prior to such termination would be paid
      by
      the Company to the Executive on or before April 15, 2008, and in any event
      upon
      completion of the Company’s audit.

     

    12. Confidential
      Information.
      

    


    (a) The
      Executive 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. Notwithstanding any other provision of this
      Agreement, Confidential Information does not include any information which:
      (i)
      the Executive can show was already in his possession prior to the receipt of
      such information from the Company; (ii) is now or shall become public
      information or otherwise generally available to the public through no fault
      of
      the Executive; (iii) the Executive can show was received by him without
      restriction from a third party which is lawfully in possession of such
      information and is not in breach of any confidential relationship with the
      Company; or (iv) the Executive can show was independently developed by him
      or a
      person or entity affiliated with him without the use of any Confidential
      Information.


    
      
        
        

      

      
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    (b) Except
      as
      authorized in writing by the Board, during the performance of the Executive’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, the Executive 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) 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 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, 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; (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 the Executive by, or which
      the
      Executive obligated under a duty of confidence from, the Company, its
      affiliates, and/or its clients, business partners or customers.

    


    (c) The
      Executive 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. 

    


    (d) In
      the
      event that the Executive’s employment with the Company terminates for any
      reason, the Executive shall deliver forthwith to the Company any and all
      originals and copies of Confidential Information.

    


    13. Non-Competition
      And Non-Solicitation.
      

     

    (a) The
      Executive 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 herein. The Executive agrees and acknowledges that the non-competition
      restrictions set forth herein are reasonable and necessary and do not impose
      undue hardship or burdens on the Executive. The Executive 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 below 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.
      


    
      
        
        

      

      
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    (b) The
      Executive hereby agrees and covenants that he shall not, without the prior
      written consent of the Company, directly or indirectly, in any capacity
      whatsoever, including, without limitation, as an employee, employer, consultant,
      principal, partner, shareholder, officer, director or any other individual
      or
      representative capacity (other than a holder of less than five percent (5%)
      of
      the outstanding voting shares of any publicly held company), or whether on
      the
      Executive’s own behalf or on behalf of any other person or entity or otherwise
      howsoever, during the Executive’s employment with the Company and for a period
      equal to (i) one year following the termination of this Agreement or of the
      Executive’s employment pursuant to Section 11(c) or 11(f)(i) of this Agreement,
      or (ii) three months following the termination of this Agreement or of the
      Executive’s employment pursuant to Section 11(e) or 11(f)(ii) of this Agreement
      (provided that the Company must timely and fully pay the three months’ base
      salary severance payment to the Executive in order for this Subsection to be
      applicable), in the Geographic Boundary: engage, own, manage, operate, control,
      be employed by, consult for, participate in, or be connected in any manner
      with
      the ownership, management, operation or control of any business in competition
      with the Business of the Company. The “Business
      of the Company”
is
      defined as the Internet video industry within the Geographic
      Boundary.

    


    (c) The
      Executive agrees that the Company will be irreparably damaged if the Executive
      were, during the one-year period following the termination of the Executive’s
      employment with the Company for any reason, to, directly or indirectly through
      another person, recruit, solicit, interfere with or hire 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. Therefore, the Executive hereby
      agrees and covenants that he shall not, in the Geographic Boundary, without
      the
      prior written consent of the Company, directly or indirectly, in any capacity
      whatsoever, including, without limitation, as an executive, employer,
      consultant, principal, partner, shareholder, officer, director or any other
      individual or representative capacity (other than a holder of less than five
      percent (5%) of the outstanding voting shares of any publicly held company),
      or
      whether on the Executive’s own behalf or on behalf of any other person or entity
      or otherwise howsoever, during the Executive’s employment with the Company and
      for a period equal to one year following the termination of this Agreement
      or
      the Executive’s employment with the Company is terminated for any reason,
      recruit, solicit, interfere with or hire 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.

     


    
      
        
        

      

      
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    (d) The
      Executive agrees that the Company will be irreparably damaged if the Executive
      were to directly or indirectly through another person, attempt in any manner
      to
      solicit, or 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, or accept from any customer of
      the
      Company, with whom the Executive had significant contact during the term of
      the
      Agreement, business of the kind or competitive with the business done by the
      Company with such customer or to persuade or attempt to persuade any such
      customer to cease to do business or to reduce the amount of business which
      such
      customer has customarily done or is reasonably expected to do with the Company,
      or if any such customer elects to move its business to a person other than
      the
      Company, provide any services (of the kind or competitive with the Business
      of
      the Company) for such customer, or have any discussions regarding any such
      service with such customer, on behalf of such other person. Therefore, the
      Executive hereby agrees and covenants that he shall not, in the Geographic
      Boundary, without the prior written consent of the Company, directly or
      indirectly, in any capacity whatsoever, including, without limitation, as an
      executive, employer, consultant, principal, partner, shareholder, officer,
      director or any other individual or representative capacity (other than a holder
      of less than five percent (5%) of the outstanding voting shares of any publicly
      held company), or whether on the Executive’s own behalf or on behalf of any
      other person or entity or otherwise howsoever, during the Executive’s employment
      with the Company and for a period equal to one year following the termination
      of
      this Agreement or the Executive’s employment with the Company is terminated for
      any reason, attempt in any manner to solicit, 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
      or accept from any customer of the Company, with whom the Executive had
      significant contact during the term of the Agreement, business of the kind
      or
      competitive with the business done by the Company with such customer or to
      persuade or attempt to persuade such customer to cease to do business with
      or to
      reduce the amount of business which such customer has customarily done or is
      reasonably expected to do with the Company.

    


    14. Dispute
      Resolution.
      The
      Executive and the Company agree that any dispute or claim, whether based on
      contract, tort, discrimination, retaliation, or otherwise, relating to, arising
      from, or connected in any manner with this Agreement or with the Executive’s
      employment with Company shall be resolved exclusively through final and binding
      arbitration under the auspices of the American Arbitration Association
      (“AAA”).
      The
      arbitration shall be held in San Francisco, California. The arbitration shall
      proceed in accordance with the National Rules for the Resolution of Employment
      Disputes of the AAA in effect at the time the claim or dispute arose, unless
      other rules are agreed upon by the parties. The arbitration shall be conducted
      by one arbitrator who is a member of the AAA, unless the parties mutually agree
      otherwise. The arbitrators shall have jurisdiction to determine any claim,
      including the arbitrability of any claim, submitted to them. The arbitrators
      may
      grant any relief authorized by law for any properly established claim. The
      interpretation and enforceability of this paragraph of this Agreement shall
      be
      governed and construed in accordance with the United States Federal Arbitration
      Act, 9. U.S.C. § 1, et
      seq.
      More
      specifically, the parties agree to submit to binding arbitration any claims
      for
      unpaid wages or benefits, or for alleged discrimination, harassment, or
      retaliation, arising under Title VII of the Civil Rights Act of 1964, the Equal
      Pay Act, the National Labor Relations Act, the Age Discrimination in Employment
      Act, the Americans With Disabilities Act, the Employee Retirement Income
      Security Act, the Civil Rights Act of 1991, the Family and Medical Leave Act,
      the Fair Labor Standards Act, Sections 1981 through 1988 of Title 42 of the
      United States Code, COBRA, and any other federal, state, or local law,
      regulation, or ordinance, and any common law claims, claims for breach of
      contract, or claims for declaratory relief. The Executive acknowledges that
      the
      purpose and effect of this paragraph is solely to elect private arbitration
      in
      lieu of any judicial proceeding he might otherwise have available to him in
      the
      event of an employment-related dispute between him and the
      Company.


    
      
        
        

      

      
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    Therefore,
      the Executive hereby waives his right to have any such employment-related
      dispute heard by a court or jury, as the case may be, and agrees that his
      exclusive procedure to redress any employment-related claims will be
      arbitration.

    


    15. Notice.
      For
      purposes of this Agreement, notices and all other communications provided for
      in
      this Agreement or contemplated hereby shall be in writing and shall be deemed
      to
      have been duly given when personally delivered, delivered by a nationally
      recognized overnight delivery service or when mailed United States Certified
      or
      registered mail, return receipt requested, postage prepaid, and addressed as
      follows:

    


    If
      to the
      Company: 

    


    GoFish
      Corporation

    500
      Third
      Street

    Suite
      260

    San
      Francisco, CA 94107

    (415)
      738-8834 (facsimile)

    (415)
      738-8705 (direct)

    


    If
      to the
      Executive:

    


    Greg
      Schroeder

    6231
      Rockwell St.

    Oakland,
      CA 94618

    


    Any
      party
      may change the address to which communications hereunder are to be delivered
      by
      giving the other party notice in the manner herein set forth.

    


    16. Miscellaneous.

    


    (a) All
      issues and disputes concerning, relating to or arising out of this Agreement
      and
      from the Executive’s employment by the Company, including, without limitation,
      the construction and interpretation of this Agreement, shall be governed by
      and
      construed in accordance with the internal laws of the State of California,
      without giving effect to the principles of conflicts of law or choice of law
      of
      any jurisdiction.

    


    (b) The
      Executive and the Company agree that any provision of this Agreement deemed
      unenforceable or invalid may be reformed to permit enforcement of the
      objectionable provision to the fullest permissible extent. Any provision of
      this
      Agreement deemed unenforceable after modification shall be deemed stricken
      from
      this Agreement, with the remainder of the Agreement being given its full force
      and effect.


    
      
        
        

      

      
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    (c) The
      Company shall be entitled to equitable relief, including injunctive relief
      and
      specific performance as against the Executive, for the Executive’s threatened or
      actual breach of Sections 12 or 13 of this Agreement, as money damages for
      a
      breach thereof would be incapable of precise estimation, uncertain, and an
      insufficient remedy for an actual or threatened breach of Sections 12 or 13
      of
      this Agreement. The Executive and the Company agree that any pursuit of
      equitable relief in respect of Sections 12 or 13 of this Agreement shall have
      no
      effect whatsoever regarding the continued viability and enforceability of
      Section 14 of this Agreement.

    


    (d) Any
      waiver or inaction by the Company or the Executive for any breach of this
      Agreement shall not be deemed a waiver of any subsequent breach of this
      Agreement.

    


    (e) The
      Executive and the Company independently have made all inquiries regarding the
      qualifications and business affairs of the other which either party deems
      necessary. The Executive affirms that he fully understands this Agreement’s
      meaning and legally binding effect. Each party has participated fully and
      equally in the negotiation and drafting of this Agreement. Each party assumes
      the risk of any misrepresentation or mistaken understanding or belief relied
      upon by him or it in entering into this Agreement.

    


    (f) The
      Executive’s obligations under this Agreement are personal in nature and may not
      be assigned by the Executive to any other person or entity. 

    


    (g) This
      instrument constitutes the entire Agreement between the parties regarding its
      subject matter. When signed by all parties, this Agreement supersedes and
      nullifies all prior or contemporaneous conversations, negotiations, or
      agreements, oral and written, regarding the subject matter of this Agreement.
      In
      any future construction of this Agreement, this Agreement should be given its
      plain meaning. This Agreement may be amended only by a writing signed by the
      Company and the Executive.

    


    (h) This
      Agreement may be executed in counterparts. A counterpart transmitted via
      facsimile, and all executed counterparts, when taken together, shall constitute
      sufficient proof of the parties’ entry into this Agreement. The parties agree to
      execute any further or future documents which may be necessary to allow the
      full
      performance of this Agreement. This Agreement contains headings for ease of
      reference. The headings have no independent meaning.

    


    (i) As
      used
      in this Agreement, unless the context expressly indicates otherwise, the word
      “or” is inclusive and means “and/or,” and the word “including” and variations on
      that word mean “including without limitation.”

    


    (j) If
      any
      action at law or in equity (including any arbitration proceeding) is necessary
      to enforce or interpret the terms of this Agreement, the prevailing party shall
      be entitled to recover reasonable attorney’s fees, costs, and necessary
      disbursements from the non-prevailing party in addition to any other relief
      to
      which such party may be entitled.

     

    (k) THE
      EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT
      AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION THEREOF. THIS
      


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
 

    AGREEMENT
      IS EFFECTIVE UPON THE EXECUTION OF THIS AGREEMENT BY BOTH
      PARTIES.

    


    [Signature
      Page Follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company and the Executive have executed this Employment
      Agreement as of the day and year first above written.

    


    
      	
              Greg
                Schroeder

            	
               

            	
              GoFish
                Corporation

               

            
	 	 	
              By:

            	
              /s/
                Michael Downing

            
	
              /s/
                Greg Schroeder

            	 	
               

            	
              
                Name:
                  Michael Downing

              

            
	 	 	
               

            	
              
                Title:Chief
                  Executive Officer

              

            


    

    


    


    
      
        
        

      

      
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