firefishs1ex10-1.htm


    
      

      

    

    Exhibit 10.1

    

      November
12, 2008

      Mr. Harshawardan
Shetty

      533
47th
Road, Suite 2

      Long
Island City, NY 11101

      


      Dear
Harshawardhan:

      


      This
letter is written on behalf of Firefish, Inc., a Nevada corporation (the
“Company”), beginning November 12, 2008 (the “Start Date”). Once countersigned
by you, this letter shall constitute a binding agreement (the “Agreement”)
between you (the “Executive”) and the Company, effective as of the date of this
letter set forth above (the “Effective Date”).

      


      
        	 
      	
                1.

              	 
      	
                Employment. The Company
      hereby employs Executive on the terms and conditions set forth in this
      Agreement and Executive hereby accepts such employment. Executive shall
      serve as President, Chief Executive Officer, Principal Accounting and
      Financial Officer and Treasurer, and initially report to and be
      accountable to the Company’s board of directors. Executive shall perform
      such duties and have such responsibilities as are normally commensurate
      with Executive’s position, including such other duties as are reasonably
      assigned to Executive from time to time.

              
	 
      	 
      	 
      	 
      
	 
      	
                2.

              	 
      	
                Salary. Executive’s
      salary shall be Five Thousand Dollars ($5,000) monthly, which equates to
      Sixty Thousand Dollars ($60,000) on an annualized basis (the “Base
      Salary”), subject to standard payroll deductions, as applicable, when such
      payroll policies shall be adopted by the Company. The Base Salary shall be
      paid on the Company’s regular payroll dates in accordance with the
      Company’s normal payroll practices. Executive’s Base Salary shall be
      reviewed annually, and the Board of Directors shall determine, in their
      sole and absolute discretion, whether to grant Executive any salary
      increase based on the performance of Executive and the Company, subject to
      any contractual restrictions on such compensation.  The
      Executive’s Salary shall only accrue and be payable when the Company has
      at least $10,000 in cash or cash equivalents and indebtedness of less than
      $10,000 in the aggregate, including outstanding accounts payable (“Funding
      Threshold”). Failure of the Company to make any salary payment hereunder
      due to the failure to meet the Funding Threshold shall in no way alter the
      terms of Executive’s responsibilities hereunder.

                 

              
	 
      	
                3.

              	 
      	
                Performance Bonus. For
      the year beginning September 1, 2009 and ending August 31, 2010, and for
      each year thereafter during Executive’s tenure at the Company, and subject
      to the sole and absolute discretion of the Board of Directors of the
      Company, Executive’s annual bonus shall be determined under the same
      incentive compensation plans applicable to all senior executives, and
      Executive may receive an annual end of year bonus (the “Performance
      Bonus”) equal to forty percent (40%) of Executive’s Base
      Salary.

              
	 
      	 
      	 
      	 
      
	 
      	
                4.

              	 
      	
                Stock Options. Subject
      to approval by the Company’s Board of Directors, the Company shall enter
      into a Stock Option Agreement with Executive pursuant to which the Company
      is granting to Executive Stock Options in any Stock Option Plan the
      Company shall adopt, subject to vesting of no less than a two year term
      and consisting of an aggregate of no more than 250,000 shares of common
      stock, subject to adjustments for stock splits, dividends and
      recapitalizations.   The Stock Option Agreement shall
      provide further that, in the event of a “Change in Control” of the
      Company, as defined therein, Executive shall not be entitled to
      accelerated vesting of the options that have not yet vested as of the date
      of such event.

              


      

          

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	 
      	
                5.

              	 
      	
                Employment
      at Will; Termination.

              


      

      
        	 
      	
              	 
      	      
                5.1

              	 	
                Employment at Will.
      Executive’s employment with the Company will be on an “at-will”
      basis, meaning that Executive’s employment is not for a specified period
      of time and can be terminated by Executive or the Company at any time,
      with or without cause, and with or without notice.

              
	 
      	 
      	 
      	 	 	 
      
	 
      	
              	 
      	      
                5.2

              	 	
                Termination by Company for
      Cause. The Company may terminate this Agreement at any time,
      effective immediately, for Cause, which shall be defined as: (i) a
      Willful and continued material failure to perform Executive’s duties under
      this Agreement in a satisfactory manner where Willful means, when applied
      to any action or omission made by Executive, that Executive did so without
      a good faith belief that such action or omission was in, or was not
      contrary to, the best interests of the Company; (ii) acts of dishonesty,
      fraud, embezzlement, misrepresentation, and misappropriation involving the
      Company or any of its affiliates; (iii) unprofessional conduct which
      may adversely affect the reputation of the Company and/or its relationship
      with its customers, employees or suppliers ; (iv) a conviction of, or
      entry of a guilty plea or no contest to, any crime involving moral
      turpitude or dishonesty; (v) the failure of the Company to achieve a
      listing on the OTC Bulletin Board, Nasdaq Small Cap or National Market
      Exchange, NYSE or AMEX with a 30 day trailing average bid price of $0.50
      or more and 30 day average daily volume of at least 10,000 shares by June
      30, 2010 (collectively “Cause”). In the event of termination of this
      Agreement for Cause, Executive shall immediately be paid  any
      amounts due to him under this Agreement. All stock options covered by the
      Option shall expire at the date of termination for any of the
      above-enumerated reasons to terminate for cause.

              
	 
      	 
      	 
      	 	 	 
      
	 
      	
              	 
      	      
                5.3

              	 	
                Termination by Company Without
      Cause. The Company may terminate this Agreement at any time,
      effective immediately, without Cause. In the event that the Company
      terminates this Agreement without Cause, Executive shall be paid
      immediately (except as noted) all accrued Base Salary and any
      reasonable and necessary business expenses incurred by Executive in
      connection with Executive’s duties hereunder, all to the date of
      termination.

              
	 
      	 
      	 
      	 	 	 
      
	 
      	
              	 
      	      
                5.4

              	 	
                Effect of Termination;
      Stock Repurchase
      Right.  The
      Executive is the owner of 6,666,666 common shares of the Company’s stock
      (“Executive’s Shares”).  The Executive hereby grants the Company
      an option to repurchase these shares for the same price Executive paid to
      acquire those shares for a period of two years from the date of this
      Agreement, provided however, that this repurchase right may only be
      exercised in the event that the Executive’s employment with the Company
      terminates for any reason other than a termination without Cause by the
      Company.    Executive may not sell, pledge or
      hypothecate the Executive’s Shares during this period.

              
	 	 	 	 	 	 
	 	
                6.

              	 	      
                Miscellaneous.

              


      

       

      6.1 Entire Agreement. The terms
described in this Agreement set forth the entire understanding between Executive
and the Company, and supercede any prior representations or agreements, whether
written or oral, with respect to the subject matter hereof.   No
term or provision of this Agreement or attached exhibits may be amended waived,
released, discharged or modified except in writing, signed by Executive and an
authorized officer of the Company, except as otherwise specifically provided
herein.  Furthermore, this Agreement is authorized by a representative
of Genesis Venture Fund India I, LP, a Delaware limited partnership (“Genesis”)
pursuant to the Company’s written obligations to Genesis and any changes to this
Agreement must have the written permission of Genesis.

      


      6.2 Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the
Commonwealth of Nevada, without reference to conflict of law
principles.

      


      6.3 Successors. The Agreement
shall be binding upon and shall inure to the benefit of the Company and its
successors and assigns. In that the Agreement constitutes a non-delegable
personal services agreement, it may not be assigned by Executive and any
attempted assignment by Executive in violation of this covenant shall be null
and void.

       

      6.4 Severability. In the event
that any one ore more of the provisions of this Agreement shall be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not be
affected thereby, and all such remaining provisions shall remain in full force
and effect.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      6.5 Waiver. The failure of either
party to insist on strict compliance with any of the terms of this Agreement
will not be deemed to be a waiver of any terms of this Agreement or of the
party’s right to require strict compliance with the terms of the Agreement in
any other instance.

      


      6.6 Notices. All notices, demands,
or requests provided for or permitted to be given pursuant to this Agreement
must be given in writing, unless otherwise specified, and shall be deemed to
have been properly given, delivered, or served by depositing the same in the
United States mail, postage prepaid, certified or registered mail, with
deliveries to be made to the following addresses:

      
        	 
      	 
      	 
      
	
                If
      to Harshawardan Shetty:

              	 
      	
                Harshawardhan
      Shetty

              
	 
      	 
      	
                533
      47th
      Road,  Suite 2

              
	 
      	 
      	
                Long
      Island City, NY 11101

              
	
                If
      to Company:

              	 
      	
                Attn:
      Board of Directors

              
	 
      	 
      	
                Firefish,
      Inc.

              
	 
      	 
      	
                533
      47th
      Road,  Suite 2

              
	 
      	 
      	
                Long
      Island City, NY 11101

                 

                With
      a copy to:

                Genesis
      Venture Fund India, I LP

                Attention:
      James Price

                12707
      High Bluff Dr

                Suite
      140

                San
      Diego, CA 92130

                 

              


      

      Either
party may change such party’s address for notices as necessary by notice given
pursuant to this Section.

      


      6.7 Captions. Section headings
used in the Agreement are for convenience of reference only and shall not be
considered a part of the Agreement.

      


      6.8 Amendments and Further Assurances.
This Agreement may be amended or modified from time to time, but only by
written instrument executed by all the parties hereto. No variations,
modifications, or changes herein or hereof shall be binding upon any party
except as set forth in such a written instrument. The parties will execute such
further instruments and take such further action as may be reasonably necessary
to carry out the intent of the Agreement.

      


      6.9 Counterparts. The Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original, and all of which together shall constitute one
instrument.

      


      
        	 
      	
                7.

              	 
      	
                Representations by Executive:
      Executive represents and warrants
that:

              


      

           (a)
Executive is free to enter into and perform each of the terms and conditions of
this Agreement. Executive is not subject to any agreement, judgment, order or
restriction that would be violated by Executive being employed by Company or
that in any way restricts the services that may be rendered by Executive for
Company. Executive’s execution of this Agreement and performance of Executive’s
obligations under this Agreement does not and will not violate or breach any
other agreement between Executive and any other person or entity.

           (b)
Executive has carefully considered the nature and extent of the restrictions and
covenants in this Agreement and Executive agrees that they will not prevent
Executive from earning a livelihood after employment with Company and that they
are fair, reasonable and necessary to protect and maintain the proprietary
interests, goodwill and other legitimate business interests of Company in view
of the following facts: (i) Executive will hold a position of confidence
and trust with Company as a result of Executive’s employment with Company,
access to confidential financial and other information, and relationship with
the customers, suppliers and other employees of Company, (ii) it would be
impossible for Executive to be employed or engaged in a directly competitive
business to that of the

      Company
without inevitably using Company’s proprietary information, and (iii) Executive
has broad skills that will permit gainful employment in many areas and
businesses outside the scope of Company’s business.

           (c)
Executive acknowledges that but for the above representations and warranties of
Executive, Company would not employ Executive or enter into this
Agreement.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Agreed
and accepted as of the date first written above,

      


      Executive

      


      X__________________________________

      Harshawardhan Shetty

      


      Firefish,
Inc.

      A Nevada
corporation

      


      X__________________________________

      Harshawardhan Shetty

      President and CEO

      


      With the
permission of:

      


      Genesis
Venture Fund India I, LP

      A
Delaware Limited Partnership

      


      


      X__________________________________

      Jonathan Dariyanani

      On Behalf of the General
Partner