firefishs1ex10-3.htm


    
      

      

    

    Exhibit 10.3

    
      


      Zoma
Ventures, LLC

      Consultancy

      9
Elysian Way, East Liverpool, OH 43920 (415) 699-7121, Fax (415)
358-5548

       

      
        
          

        

      

      


      June 30,
2008

      


      


      Harshawardhan
Shetty

      Firefish,
Inc.

      Via
Email: hshetty2002@yahoo.com

      


      Jonathan
Dariyanani

      Genesis
Venture Fund India I, LP

      12707
High Bluff Drive

      Suite
140

      San
Diego, CA 92130

      


      Dear Mr.
Shetty:

      


      This
letter constitutes a Agreement between Genesis Venture Fund India I, LP, a
Delaware limited partnership (“Genesis”), Firefish, Inc., a Nevada corporation
(“Firefish”) and Zoma Ventures, LLC, a Nevada limited liability company
(“Zoma”).

      


      Genesis
is making a substantial investment in Firefish, in the aggregate, including
purchase of warrants and common stock, amounting to $420,000.  Genesis
and Firefish have agreed on the use of proceeds of this
investment.  $170,000 of this investment will be used by Firefish for
general working capital and Firefish has made certain representations and
covenants to Genesis with respect to restrictions on the use of working capital
that are contained in that Stock Purchase Agreement entered into between Genesis
and Firefish of even date hereof.  However, $250,000 of the proceeds
are designated for use by Firefish to prepare the necessary forms, conduct the
necessary audits and pay the related expenses of Firefish filing an S-1
registration statement with the SEC for the shares purchased by Genesis and for
subsequent audit and legal compliance expenses for a period of 24 months from
today’s date, including investor relations and public relations fees (“Public
Company Expenses”).

      


      In order
to guarantee to Genesis that the $250,000 would be spent appropriately on the
above described Public Company Expenses, Genesis and Firefish have agreed to
deposit the $250,000 with Zoma, a consultancy with experience in assisting
companies with the public offering and compliance processes.  Zoma
will use the funds to pay the costs of audits, registration fees, filing fees,
legal fees, investor relations fees, and public relations
fees.   Zoma shall debit amounts for these services in the form
of a quarterly invoice sent to Firefish with a copy to Genesis.  If
the $250,000 is fully exhausted before the end of 24 months, then Zoma would
expect to be paid in advance for services from that point forward by
Genesis.  Under no circumstances will Firefish be obligated for any
Zoma services in excess of the $250,000 without its prior written
consent.  If there is a credit balance at the end of 24 months, Zoma
will forward the amount of such credit balance via wire transfer to
Firefish.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Zoma will
bill for services of its own employees at their current hourly rates and will
bill for the services of accountants, consultants, lawyers, etc. at the actual
rates charged by such third party providers without overhead or upcharge of any
kind.  Zoma will also charge for courier and travel expenses only
based on actual expenses incurred.   Zoma will not charge for
ordinary course US document FedEx, copier, telecommunications or fax
charges.

      


      The
Parties agree that under no circumstance will Zoma refund any unused deposit to
Firefish before the end of 24 months, nor will Zoma bill against deposited funds
for any purpose other than for the Public Company Expenses.  The
Parties also acknowledge that Zoma does not maintain segregated bank accounts
and that, while Zoma’s obligation to refund unused amounts is absolute, Zoma may
prepay service providers and co-mingle funds with those of other
clients.

      


      This
Agreement is governed by the laws of the State of Nevada.  By signing
below, each party agrees to be bound by the terms of this
Agreement.

      


      Accepted
and agreed as of the date first written above,

      


      Zoma
Ventures, LLC

      A Nevada
limited liability company

      


      X___________________________

      Joanna Schneier

      Managing Director

      


      Firefish,
Inc.

      A Nevada
corporation

      


      X____________________________

      Harshawardhan Shetty

      President and CEO

      


      Genesis
Venture Fund India I, LP

      A
Delaware limited partnership

      


      X____________________________

      Jonathan Dariyanani

      Corporate Counsel