Unassociated Document


    Exhibit
      4.3

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
      SECURITIES MAY BE PLEDGED IN A MANNER CONSISTENT WITH THE SECURITIES ACT IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
      SECURITIES.

     

    
      	
              No.
                ____

            	
              US$_________

            


    

     

    Original
      Issue Date: June ___, 2007

     

    GOFISH
      CORPORATION

     

    6%
      SENIOR CONVERTIBLE PROMISSORY NOTE DUE JUNE __, 2010

     

    THIS
      NOTE
      is one of a series of duly authorized and issued notes of GoFish Corporation,
      a
      Nevada corporation (the “Company”),
      designated as its 6% Senior Convertible Promissory Notes due June __, 2010,
      in
      the original aggregate principal amount of TEN MILLION THREE HUNDRED THOUSAND
      UNITED STATES DOLLARS (US$10,300,000) (collectively, the “Notes”
      and each
      Note comprising the Notes, a “Note”).

     

    FOR
      VALUE
      RECEIVED, the Company promises to pay to the order of ____________ or its
      registered assigns (the “Investor”),
      the
      principal sum of ____________ dollars ($____________), on June __, 2010 or
      such
      earlier date as this Note is required to be repaid as provided hereunder (the
      “Maturity
      Date”),
      and to
      pay interest to the Investor on the principal amount of this Note outstanding
      from time to time in accordance with the provisions hereof. All holders of
      Notes
      are referred to collectively, as the “Investors.”
      This
      Note is subject to the following additional provisions:

     

    1.  Definitions.In
      addition to the terms defined elsewhere in this Note: (a) capitalized terms
      that
      are used but not otherwise defined herein have the meanings given to such terms
      in the Purchase Agreement, dated as of June 7, 2007, among the Company and
      the
      Investors identified therein (the “Purchase
      Agreement”),
      and
      (b) the following terms have the meanings indicated below in this Section
      1:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Bankruptcy
      Code”
means
      Title 11 of the United States Code (11 U.S.C. 101 et seq.), as amended from
      time
      to time (including any successor statute) and all rules and regulations
      promulgated thereunder.

     

    “Bankruptcy
      Event”
      means
      any of the following events: (a) the Company or any Subsidiary commences a
      case
      or other proceeding under any bankruptcy, reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
      or
      similar law of any jurisdiction relating to the Company or any Subsidiary
      thereof; (b) there is commenced against the Company or any Subsidiary any such
      case or proceeding that is not dismissed within 60 days after commencement;
      (c)
      the Company or any subsidiary is adjudicated by a court of competent
      jurisdiction insolvent or bankrupt or any order of relief or other order
      approving any such case or proceeding is entered; (d) the Company or any
      Subsidiary suffers any appointment of any custodian or the like for it or any
      substantial part of its property that is not discharged or stayed within
      60 days; (e) under applicable law the Company or any Subsidiary makes a
      general assignment for the benefit of creditors; (f) the Company or any
      Subsidiary fails to pay, or states that it is unable to pay or is unable to
      pay,
      its debts generally as they become due; (g) the Company or any Subsidiary calls
      a meeting of its creditors with a view to arranging a composition, adjustment
      or
      restructuring of its debts; or (h) the Company or any Subsidiary, by any act
      or
      failure to act, expressly indicates its consent to, approval of or acquiescence
      in any of the foregoing or takes any corporate or other action for the purpose
      of effecting any of the foregoing.

     

    “Bankruptcy
      Law”
means
      the Bankruptcy Code of the United States and all other liquidation,
      conservatorship, bankruptcy, assignment for the benefit of creditors,
      moratorium, rearrangement, receivership, insolvency, fraudulent conveyance
      or
      transfer, reorganization, or similar state or Federal debtor relief laws,
      statutes, rules, regulations, orders, or ordinances of the United States or
      other applicable jurisdictions from time to time in effect and affecting the
      rights of creditors generally.

     

    “Change
      of Control”
      means
      the occurrence of any of the following in one or a series of related
      transactions: (i) an acquisition after the date hereof by an individual or
      legal
      entity or “group” (as described in Rule 13d-5(b)(1) under the Exchange Act) of
      more than one-half of the voting rights or equity interests in the Company;
      (ii)
      a replacement of more than one-half of the members of the Company's board of
      directors in a twelve month period that is not approved (as evidenced by such
      directors’ votes at one or more meetings of the board of directors convened for
      such purpose) by those individuals who are members of the board of directors
      on
      the Original Issue Date (or other directors previously approved by such
      individuals); (iii) a Fundamental Transaction (as defined in Section 10(c)),
      a
      merger or consolidation of the Company or any Subsidiary or a sale or
      distribution of more than one-half of the assets of the Company in one or a
      series of related transactions, unless following such transaction or series
      of
      transactions, the holders of the Company's securities prior to the first such
      transaction continue to hold at least one-half of the voting rights and equity
      interests in the surviving entity or acquirer of such assets; (iv) a
      recapitalization, reorganization or other transaction involving the Company
      or
      any Subsidiary that constitutes or results in a transfer of more than one-half
      of the voting rights or equity interests in the Company, unless following such
      transaction or series of transactions, the holders of the Company's securities
      prior to the first such transaction continue to hold at least one-half of the
      voting rights and equity interests in the surviving entity or acquirer of such
      assets and one-half or more of the Board of Directors of the Company remain
      the
      same; (v) consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3
      under the Exchange Act with respect to the Company, or (vi) the execution by
      the
      Company or its controlling shareholders of an agreement providing for or
      reasonably likely to result in any of the foregoing events.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Closing
      Price”
      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 an Eligible Market,
      the closing price per share of the Common Stock for such date (or the nearest
      preceding date) on the primary Eligible Market or exchange on which the Common
      Stock is then listed or quoted; (b) if prices for the Common Stock are then
      quoted on the OTC Bulletin Board, the closing price per share of the Common
      Stock for such date (or the nearest preceding date) so quoted; (c) 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 price per share of the Common Stock so
      reported; or (d) in all other cases, the fair market value of a share of Common
      Stock as determined by an independent qualified appraiser selected in good
      faith
      and paid for by a majority in interest of the Investors.

     

    “Common
      Stock”
      means
      the common stock of the Company, $0.001 par value per share, and any securities
      into which such common stock may hereafter be reclassified.

     

    “Conversion
      Date”
      means
      the date a Conversion Notice together with the Conversion Schedule is delivered
      to the Company in accordance with Section 5(a).

     

    “Conversion
      Notice”
      means a
      written notice in the form attached hereto as Annex
      A.

     

    “Conversion
      Price”
      means
      $1.60, subject to adjustment from time to time pursuant to Section
      10.

     

    “Default”
      means
      any event or condition which constitutes an Event of Default or that upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default. 

     

    “Eligible
      Market”
      means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
      or the OTC Bulletin Board on which the Common Stock is listed or quoted for
      trading on the date in question; provided,
      however,
      that
      following the listing of the Common Stock on an Eligible Market other than
      the
      OTC Bulletin Board, if applicable, “Eligible
      Market”
shall
      mean whichever of the New York Stock Exchange, the American Stock Exchange,
      the
      NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital
      Market on which the Common Stock is listed or quoted for trading on the date
      in
      question.

     

    “Equity
      Conditions Are Satisfied”
      means,
      as of any date of determination, that each of the following conditions is (or
      would be) satisfied on such date, if the Company were to issue on such date
      all
      of the Underlying Shares then issuable upon (1) conversion in full of the
      outstanding principal amount of all Notes, and (2) the payment of accrued and
      unpaid interest on such Interest Payment Date under all the Notes: (i) the
      number of authorized but unissued and otherwise unreserved shares of Common
      Stock is sufficient for such issuance, (ii) the Common Stock is listed or quoted
      (and is not suspended from trading) on an Eligible Market and such shares of
      Common Stock are approved for listing on such Eligible Market upon issuance,
      (iii) all such Underlying Shares (or in the case of a forced conversion pursuant
      to Section 5(a)(ii) hereof, such Underlying Shares to be issued upon such forced
      conversion or in the case of a payment of a Prepayment Premium in Common Stock
      pursuant to Section 5(d) hereof, such shares of Common Stock to be delivered
      as
      payment of the Prepayment Premium) are registered for resale under one or more
      Registration Statements and each prospectus under such Registration Statements
      is available for the sale of, in the aggregate, all such Underlying Shares
      by
      each applicable Investor assuming conversion, (iv) such issuance would be
      permitted in full without violating Section 5(b) hereof or the rules or
      regulations of the Eligible Market on which such shares are listed or quoted,
      (v) both immediately before and after giving effect thereto, no Default shall
      or
      would exist, and (vi) no public announcement of a pending or proposed Change
      of
      Control transaction has occurred that has not been consummated.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Event
      Equity Value”
      means
      the average of the Closing Prices for the five consecutive Trading Days
      immediately preceding either: (a) the date of an Event Notice or the date the
      Company becomes obligated to pay the Event Price under Section 7(a), whichever
      is higher, or (b) the date on which the Event Price with respect thereto
      (together with any other payments, expenses and liquidated damages then due
      and
      payable under the Transaction Documents) is paid in full, whichever is
      greater.

     

    “Event
      of Default”
      means
      any one of the following events (whatever the reason and whether it shall be
      voluntary or involuntary or effected by operation of law or pursuant to any
      judgment, decree or order of any court, or any order, rule or regulation of
      any
      administrative or governmental body):

     

    (i)  any
      failure to pay in the manner herein provided (free of any claim of
      subordination), when the same becomes due and payable (whether on the Maturity
      Date or by acceleration or prepayment or otherwise), (a) liquidated damages
      or
      other amounts (other than principal or interest) in respect of this Note which
      failure continues unremedied for three or more Trading Days after the date
      on
      which written notice of such default is first given to the Company by the
      Investor, or (b) principal under or interest in respect of this
      Note;

     

    (ii)  the
      Company or any Subsidiary (1) fails to pay when due or there is an acceleration
      of any monetary obligation (regardless of amount) under any currently existing
      or hereafter arising debenture (other than a Note) or any mortgage, credit
      agreement or other facility, indenture agreement, factoring agreement or other
      instrument under which there may be issued, or by which there may be secured
      or
      evidenced, any Indebtedness or under any long term leasing or factoring
      arrangement, if the aggregate amount of the obligations and liabilities of
      the
      Company and the subsidiaries thereunder exceed $100,000 (each of the foregoing
      a
“Material
      Debt Agreement”),
      or (2)
      fails to observe or perform any other obligation under any Material Debt
      Agreement, and such failure results in the obligations thereunder becoming
      or
      being declared due and payable prior to the date on which they would otherwise
      become due and payable;

     

    (iii)  [INTENTIONALLY
      OMITTED]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (iv)  the
      Company shall fail to timely observe or perform any covenant, condition or
      agreement contained in any Transaction Document (other than those specified
      in
      clause (i) above and clause (xviii) below), and such failure shall continue
      unremedied for a period of five Trading Days after the date on which written
      notice of such default is first given to the Company by the Investor (it being
      understood that no prior notice need be given in the case of a default that
      cannot reasonably be cured within five Trading Days or of which the Investor
      would not reasonably have had knowledge of such default by reference solely
      to
      filings made by the Company with the Commission in accordance with the Exchange
      Act and available on EDGAR);

     

    (v)  the
      Company creates or suffers to exist any Lien upon any of its properties, except
      as permitted under Section 5.4 of the Purchase Agreement;

     

    (vi)  the
      occurrence and continuance of an Event of Default under any other
      Note;

     

    (vii)  any
      prepayment by the Company of any other Note except in accordance with the terms
      thereof and as permitted hereunder, or of any other Indebtedness or any issuance
      of securities in exchange for any Notes (other than Underlying Shares upon
      conversion of such Notes in accordance with their terms as in effect on the
      Original Issue Date thereof);

     

    (viii)  any
      of
      the Company’s representations and warranties set forth in any Transaction
      Document shall be incorrect in any material respect (other than in respect
      of
      any representation or warranty that is subject to a materiality or a Material
      Adverse Effect qualifier, in which case, such representation or warranty shall
      be incorrect) as of the date made or as of the Original Issue Date;

     

    (ix)  the
      occurrence of a Bankruptcy Event;

     

    (x)  one
      or
      more judgments for the payment of money in an aggregate amount in excess of
      $100,000 shall be rendered against the Company or any subsidiary or any
      combination thereof (which shall not be fully covered by insurance without
      taking into account any applicable deductibles) and which shall remain
      undischarged or unbonded for a period of 30 consecutive days during which
      execution shall not be effectively stayed, or any action shall be legally taken
      by a judgment creditor to attach or levy upon any assets of the Company or
      any
      subsidiary to enforce any such judgment;

     

    (xi)  any
      Transaction Document shall cease, for any reason, to be in full force and
      effect, or the Company shall so assert in writing or shall disavow any of its
      obligations thereunder;

     

    (xii)  the
      Common Stock shall not be listed or quoted, or is suspended from trading, on
      an
      Eligible Market for a period of three Trading Days (which need not be
      consecutive Trading Days);

     

    (xiii)  the
      Company fails to deliver Underlying Shares in the manner required by Section
      6(b) to an Investor within five Trading Days after a Conversion Date or in
      the
      case of exercises under a Warrant, within five Trading days after a Date of
      Exercise under, and as such term is defined in, such Warrant, or the conversion
      or exercise rights of the Investors pursuant to the terms hereof or the terms
      of
      the Warrants are otherwise suspended for any reason (other than as a result
      of
      the limitations set forth in Section 5(b));

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (xiv)  the
      Company fails to have available a sufficient number of authorized but unissued
      and otherwise unreserved shares of Common Stock available to issue Underlying
      Shares upon any conversion of Notes or upon any exercise of
      Warrants;

     

    (xv)  [INTENTIONALLY
      OMITTED]

     

    (xvi)  a
      Registration Statement filed under Section 2(a) of the Registration Rights
      Agreement registering the Registrable Securities is not declared effective
      by
      the Commission by the 270th
      day
      following the Closing Date,
      or, a
      Registration Statement filed under Section 2(b) of the Registration Rights
      Agreement registering the Registrable Securities is not declared effective
      by
      the Commission by the 120th
      day
      following the Filing Date of such Registration Statement;

     

    (xvii)  any
      Registrable Securities issued or issuable to the Investors are not covered
      by a
      Registration Statement under the Registration Rights Agreement following the
      Effective Date of such Registration Statement or, if covered, any such
      Registration Statement is not available for use by the holders of Registrable
      Securities, for in excess of an aggregate (for all Registration Statements)
      of
      30 Trading Days (which need not be consecutive Trading Days), during the
      Effectiveness Period (as defined in the Registration Rights
      Agreement);

     

    (xviii)  the
      Company fails to make any cash payment required under the Transaction Documents
      (other than as set forth in paragraph (i) above) and such failure is not cured
      within five Trading Days after notice of such default is first given to the
      Company by an Investor; and

     

    (xix)  the
      Company closes its stockholder books or records in any manner which prevents
      the
      timely exercise of the Warrant, pursuant to the terms thereof.

     

    “Indebtedness”
      of any
      Person shall mean, without duplication, (a) all obligations of such Person
      for
      borrowed money or with respect to deposits or advances of any kind, (b) all
      obligations of such Person evidenced by bonds, debentures, notes or similar
      instruments, (c) all obligations of such Person upon which interest charges
      are
      customarily paid, (d) all obligations of such Person under conditional sale
      or
      other title retention agreements relating to property or assets purchased by
      such Person, (e) all obligations of such Person issued or assumed as the
      deferred purchase price of property or services (other than unsecured accounts
      payable incurred in the ordinary course of business and no more than ninety
      (90)
      days past the date of the invoice therefor), (f) all Indebtedness of others
      secured by (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any Lien on property owned or
      acquired by such Person, whether or not the obligations secured thereby have
      been assumed, (g) all obligations of such Person in respect of interest rate
      protection agreements, foreign currency exchange agreements or other interest
      or
      exchange rate hedging arrangements that exceed amounts necessary to hedge the
      Company’s cross-currency exposure and (h) all obligations of such Person as an
      account party in respect of letters of credit and bankers’ acceptances. The
      Indebtedness of any Person shall include the Indebtedness of any partnership
      in
      which such Person is a general partner.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Original
      Issue Date” has
      the
      meaning set forth on the face of this Note.

     

    “Proceeding”
      means a
      claim, suit, arbitration, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

     

    “Registration
      Statement”
      shall
      have the meaning set forth in the Purchase Agreement.

     

    “Trading
      Day”
      means
      (i) a day on which the Common Stock is traded on an Eligible Market, or (ii)
      if
      the Common Stock is not listed on an Eligible Market, a day on which the Common
      Stock is traded in the over-the-counter market, as reported by the OTC Bulletin
      Board or the Pink Sheets LLC, or (iii) if the Common Stock is not quoted on
      the
      OTC Bulletin Board, a day on which the Common Stock is quoted in the
      over-the-counter market as reported by the Pink Sheets, LLC (or any similar
      organization or agency succeeding to its functions of reporting prices);
      provided, that in the event that the Common Stock is not listed or quoted as
      set
      forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business
      Day.

     

    “Underlying
      Shares”
      means
      the shares of Common Stock issuable upon conversion of the Notes and payment
      of
      interest thereunder.

     

    2.  Interest.

     

    (a)  The
      Company shall pay interest to the Investor on the aggregate unconverted and
      then
      outstanding principal amount of this Note at the rate of 6% per annum, payable
      semi-annually in cash, in arrears on each six month anniversary of the Original
      Issue Date (each, an “Interest
      Payment Date”),
      except if such date is not a Trading Day, in which case such interest shall
      be
      payable on the next succeeding Trading Day. Interest shall be calculated on
      the
      basis of a 360-day year for the actual number of days elapsed and shall accrue
      daily commencing on the Original Issue Date.

     

    (b)  Notwithstanding
      the foregoing requirement of cash interest payments, subject to the conditions
      and limitations set forth below, in lieu of paying interest in cash the Company
      may, at its option, on each Interest Payment Date, pay accrued interest on
      this
      Note by delivering by the third Trading Day following the applicable Interest
      Payment Date, a number of shares of Common Stock covered by an effective
      registration statement which names the Investor as a selling stockholder
      thereunder for such shares, equal to the quotient obtained by dividing the
      amount of such interest by 90% of the Closing Price of the Common Stock on
      the
      Trading Day immediately preceding (but not including) such Interest Payment
      Date. The Company must deliver written notice to the Investor indicating whether
      it will pay interest on account of subsequent Interest Payment Dates in cash
      or
      Common Stock at least thirty Trading Days prior to each Interest Payment Date,
      but the Company may indicate in any such notice that the election contained
      therein shall continue for subsequent Interest Payment Dates until rescinded.
      Failure to timely provide such written notice shall be deemed an irrevocable
      election by the Company to pay such interest in cash. All interest payable
      in
      respect of the Notes on any Interest Payment Date must be paid in the same
      manner. Notwithstanding the foregoing, the Company may not pay interest in
      shares of Common Stock on any Interest Payment Date unless, on both the Interest
      Payment Date and the date of delivery of such Underlying Shares, the Equity
      Conditions Are Satisfied; provided, that the Investor shall have the right,
      but
      not the obligation, to add to the principal amount of the Notes any interest
      not
      fully paid, which may be converted at the Conversion Price.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (c)  If
      an
      Investor converts any principal or interest of this Note, in each case prior
      to
      the one year anniversary of the Original Issue Date, then within three Trading
      Days of such Conversion Date or on the Prepayment Date, the Company shall pay
      to
      the Investor the interest that would have been due on such principal amount
      converted as if such principal amount had been held for the entire one year
      period following the Original Issue Date. Such payment shall be payable in
      the
      same manner as interest may be paid, in cash in accordance with Section 2(a)
      above, or subject to the conditions set forth in Section 2(b), in registered
      Common Stock in accordance with the terms and valuation set forth in Section
      2(b) above.

     

    3.  Registration
      of Notes.
      The
      Company shall register the Notes upon records maintained by the Company for
      that
      purpose (the “Note
      Register”)
      in the
      name of each record Investor thereof from time to time. The Company may deem
      and
      treat the registered Investor of this Note as the absolute owner hereof for
      the
      purpose of any conversion hereof or any payment of interest hereon, and for
      all
      other purposes, absent actual notice to the contrary from such record
      Investor.

     

    4.  Registration
      of Transfers and Exchanges.
      Subject
      to the transfer restrictions set forth in the Purchase Agreement, the Company
      shall register the transfer of any portion of this Note in the Note Register
      upon surrender of this Note to the Company at its address for notice set forth
      herein. Upon any such registration or transfer, a new Note, in substantially
      the
      form of this Note (any such new debenture, a “New
      Note”),
      evidencing the portion of this Note so transferred shall be issued to the
      transferee and a New Note evidencing the remaining portion of this Note not
      so
      transferred, if any, shall be issued to the transferring Investor. The
      acceptance of the New Note by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Note. The Company agrees that its prior consent is not required for the
      transfer of any portion of this Note; provided,
      however, that the Company shall be entitled to reasonable assurance, including
      an opinion of counsel reasonably acceptable to the Company, that such transfer
      complies with applicable federal and state securities laws. This Note is
      exchangeable for an equal aggregate principal amount of Notes of different
      authorized denominations, as requested by the Investor surrendering the same.
      No
      service charge or other fee will be imposed in connection with any such
      registration of transfer or exchange.

     

    5.  Conversion,
      Prepayment and Repurchase Upon a Change of Control.

     

    (a)  Conversion.

     

    (i)  At
      the
      Option of the Investor.
      All or
      any portion of the principal amount of this Note then outstanding, together
      with
      any accrued and unpaid interest hereunder, shall be convertible into shares
      of
      Common Stock at the Conversion Price (subject to limitations set forth in
      Section 5(b)), at the option of the Investor, at any time and from time to
      time
      from and after the six month anniversary of the Original Issue Date. The
      Investor may effect conversions hereunder by delivering to the Company a
      Conversion Notice together with a schedule in the form of Schedule
      1
      attached
      hereto (the “Conversion
      Schedule”).
      If the
      Investor is converting less than all of the principal amount represented by
      this
      Note, or if a conversion hereunder is not permitted to be effected in full
      due
      to the application of Section 5(b), the Company shall honor such conversion
      to
      the extent permissible hereunder and consistent with Section 5(b) and shall
      promptly deliver to the Investor an executed Conversion Schedule indicating
      the
      principal amount which has not been converted.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (ii)
      At
      the
      Option of the Company.
      Subject
      to the provisions of this Section 5(a)(ii), the Company may deliver a written
      notice (such notice, a “Company
      Conversion Notice”)
      to all
      Investors stating its irrevocable election to require the conversion at the
      Conversion Price of up to such aggregate principal amount outstanding under
      all
      of the Notes as would result in the issuance of a number of Underlying Shares
      equal to (A) the product of (A) 0.50 multiplied by (B) the total daily trading
      volume of the Common Stock over the 30 Trading Days immediately preceding (but
      not including) the date that a Company Conversion Notice is delivered to the
      Investor, provided,
      that:
      (i) the Closing Price of the Common Stock for the 20 consecutive Trading Days
      immediately preceding (but not including) the delivery of the Company Conversion
      Notice is equal to or greater than $2.06 per share (subject to equitable
      adjustment as a result of the events set forth in Sections 10(a), (b) and (c),
      including if such events occur during such measurement period), (ii) the Equity
      Conditions Are Satisfied for such Underlying Shares to be issued upon such
      forced conversion, (iii) immediately before or after giving effect to such
      issuance on such date, no Event of Default or Default shall or would exist,
      and
      (iv) the Company has not forced conversion pursuant to this Section 5(a)(ii)
      during the thirty days preceding delivery of the Company Conversion Notice.
      Each
      Note to be converted pursuant to this Section 5(a)(ii) shall be converted on
      a
      pro rata basis, based on each Investor’s proportionate ownership of the then
      outstanding principal amount of the Notes. Subject to the terms and conditions
      of this Section 5(a)(ii), the Company shall effect the conversion of this Note
      pursuant to a Company Conversion Notice on the 31st
      Trading
      Day immediately succeeding the date of the Company Conversion Notice (the
“Company
      Conversion Date”).
      Notwithstanding anything to the contrary set forth in this Note, the Investor
      shall have the right to nullify such Company Conversion Notice if any of the
      conditions set forth in this Section 5(a)(ii) shall not have been met from
      the
      date of the Company Conversion Notice through the Company Conversion Date.
      The
      Company covenants and agrees that it will honor all Conversion Notices tendered
      from the time of delivery of the Company Conversion Notice through 6:30 p.m.
      on
      the Trading Day prior to the Company Conversion Date. Notwithstanding the
      foregoing, the Company and the Investor agree that, if and to the extent Section
      5(b) of this Note would restrict the right of the Company to issue or the right
      of the Investor to receive any of the Underlying Shares otherwise issuable
      upon
      the conversion in respect of a Company Conversion Notice, then notwithstanding
      anything to the contrary set forth in the Company Conversion Notice, the Company
      Conversion Notice shall be deemed automatically amended to apply only to such
      portion of this Note as would permit conversion in full in compliance with
      Section 5(b). The Investor will promptly (and, in any event, prior to the
      Company Conversion Date) notify the Company in writing following receipt of
      a
      Company Conversion Notice if Section 5(b)(i) or (ii) would restrict its right
      to
      receive the full number of otherwise issuable Underlying Shares following such
      Company Conversion Notice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (b)  Certain
      Conversion Restrictions.

     

    (i)  Notwithstanding
      anything to the contrary contained herein, the number of shares of Common Stock
      that may be acquired by the Investor upon conversion of the Notes (or otherwise
      in respect hereof) shall be limited to the extent necessary to insure that,
      following such conversion (or other issuance), the total number of shares of
      Common Stock then beneficially owned by such Investor and its Affiliates and
      any
      other Persons whose beneficial ownership of Common Stock would be aggregated
      with the Investor's for purposes of Section 13(d) of the Exchange Act, does
      not
      exceed 4.99% of the total number of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such
      conversion). For such purposes, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder. This provision shall not restrict the number of shares
      of Common Stock which an Investor may receive or beneficially own in order
      to
      determine the amount of securities or other consideration that such Investor
      may
      receive in the event of a Fundamental Transaction involving the Company as
      contemplated in Section 11 of this Note. [By written notice to the Company,
      an
      Investor may waive the provisions of this Section 5(b)(i) as to itself but
      any
      such waiver will not be effective until the 61st
      day
      after delivery thereof and such waiver shall have no effect on any other
      Investor.] [This restriction may not be waived, and notwithstanding anything
      to
      the contrary in any Transaction Document, may not be amended by agreement of
      the
      parties. Notwithstanding anything to the contrary contained in this Note or
      in
      any other Transaction Document, (a) no term of this Section may be waived by
      any
      party, nor amended such that the threshold percentage of ownership would be
      directly or indirectly increased, (b) no amendment or modification to any
      Transaction Document may be made such that it would have the effect of modifying
      or waiving any term of this Section in violation of this restriction, (c) this
      restriction runs with the Note and may not be modified or waived by any
      subsequent holder hereof and (d) any attempted waiver, modification or amendment
      of this Section will be void ab initio.]1

     

    (ii)  Notwithstanding
      anything to the contrary contained herein, the number of shares of Common Stock
      that may be acquired by an Investor upon each conversion of Notes (or otherwise
      in respect hereof) shall be limited to the extent necessary to insure that,
      following such conversion (or other issuance), the total number of shares of
      Common Stock then beneficially owned by such Investor and its Affiliates and
      any
      other Persons whose beneficial ownership of Common Stock would be aggregated
      with such Investor's for purposes of Section 13(d) of the Exchange Act, does
      not
      exceed 9.99% of the total number of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such
      conversion). For such purposes, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder. This provision shall not restrict the number of shares
      of Common Stock which an Investor may receive or beneficially own in order
      to
      determine the amount of securities or other consideration that such Investor
      may
      receive in the event of a Fundamental Transaction (defined below) involving
      the
      Company as contemplated herein. This restriction may not be waived, and
      notwithstanding anything to the contrary in any Transaction Document, may not
      be
      amended by agreement of the parties. Notwithstanding anything to the contrary
      contained in this Note or in any other Transaction Document, (a) no term of
      this
      Section may be waived by any party, nor amended such that the threshold
      percentage of ownership would be directly or indirectly increased, (b) no
      amendment or modification to any Transaction Document may be made such that
      it
      would have the effect of modifying or waiving any term of this Section in
      violation of this restriction, (c) this restriction runs with the Note and
      may
      not be modified or waived by any subsequent holder hereof and (d) any attempted
      waiver, modification or amendment of this Section will be void ab initio.

    
       

      
        

      

      
        	
                1

              	
                Non-waivability
                  provision to apply to certain
                  Investors.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    (c)  Repurchase
      at the Option of the Investor Upon a Change of Control.

     

    (i)  Subject
      to the satisfaction of the requirements of this Section 5(c)(i), if a Change
      of
      Control occurs (or the Company effects or publicly announces its intention
      to
      effect any exchange, recapitalization or other transaction that effectively
      requires or rewards physical delivery of certificates evidencing the Common
      Stock, unless following such transaction, the holders of the Company's
      securities prior to the first such transaction continue to beneficially own
      at
      least one-half of the voting rights and equity interests in the surviving entity
      or acquirer of such assets) at any time prior to maturity, each Investor may
      elect, by notice to the Company (a “Repurchase
      Notice”),
      to
      require the Company to repurchase all, but not less than all, of such Investor’s
      then outstanding Notes for a payment amount in Dollars in cash equal to 100%
      of
      such principal amount, plus all accrued but unpaid interest thereon and an
      additional amount necessary to provide a total return to the Investor of 10%
      per
      annum on the Notes, and any unpaid liquidated damages then owing to the Investor
      under the Transaction Documents, to, but not including, the date that is 30
      days
      following the date notice of the occurrence of a Change of Control is delivered
      by the Company to Investors pursuant to Section 5(c)(ii) below (the
“Repurchase
      Date”).

     

    (ii)  No
      later
      than 30 days after the occurrence of a Change of Control, the Company shall
      give
      written notice thereof to all Investors of then outstanding Notes. For then
      outstanding Notes to be so repurchased at the option of the Investor under
      Section 5(c)(i), the Company must receive written notice from the Investor
      stating its irrevocable election to require the Company to repurchase such
      Notes, on or before 6:30 p.m. (New York time) on the Trading Day that is five
      (5) Trading Days prior to the Repurchase Date.

     

    (d)  Prepayment
      at the Option of the Company.
      At any
      time following the Original Issue Date and prior to the Maturity Date, upon
      delivery of a written notice to the Investor (such notice, a “Prepayment
      Notice”),
      the
      Company shall be entitled to prepay all of the then-outstanding principal amount
      of this Note for a payment amount in Dollars in cash equal to the sum of: (i)
      100% of the then-outstanding principal amount of this Note on the 31st
      Trading
      Day immediately following the date of the Prepayment Notice (the “Prepayment
      Date”);
      (ii)
      all accrued but unpaid interest thereon through the Prepayment Date; (iii)
      the
      interest that would have been due on such principal amount as if such principal
      amount had been held for the entire term of this Note until the Maturity Date,
      provided,
      however,
      that no
      such interest shall be required to be paid by the Company if the Closing Price
      of the Common Stock for the 20 consecutive Trading Days immediately preceding
      (but not including) the Prepayment Date is greater than $3.00 per share (subject
      to equitable adjustment as a result of the events set forth in Sections 10(a),
      (b) and (c), including if such events occur during such measurement period);
      (iv) other amounts then owing to the Investor under the Transaction Documents;
      and (v) an additional amount (such additional amount, the “Prepayment
      Premium”)
      equal
      to the greater of (1) the product of the number of shares of Common Stock
      underlying the then-outstanding principal amount of this Note, multiplied by
      the
      Black Scholes valuation of an American call option on one share of Common Stock
      (assuming an exercise price equal to the then-current Conversion Price, a risk
      free interest rate corresponding to the U.S. treasury rate for a period equal
      to
      the remaining term of this Note as of the date of the Prepayment Notice, an
      expected volatility equal to the 90-day historic volatility on the day prior
      to
      the date of the Prepayment Notice obtained from the HVT function on Bloomberg,
      an expected life equal to the remaining term of this Note and a dividend yield
      of 0%) and (2) 25% of the then-outstanding principal amount of this Note.
      Payments of interest pursuant to this Section 5(d) shall be payable in the
      same
      manner as interest may be paid, in cash in accordance with Section 2(a) hereof,
      or subject to the conditions set forth in Section 2(b) hereof, in registered
      Common Stock in accordance with the terms and valuation set forth in Section
      2(b) hereof. Notwithstanding the foregoing, the Company may, at its option,
      on
      the Prepayment Date, elect to pay (in lieu of cash) the Prepayment Premium
      by
      delivering such number of shares of Common Stock covered by an effective
      registration statement with a fair market value (based on the average of the
      Closing Prices for the five consecutive Trading Days immediately preceding
      the
      date of the Prepayment Notice) equal to the Prepayment Premium; provided,
      however,
      that
      the Equity Conditions Are Satisfied for such shares of Common Stock to be
      delivered as payment of the Prepayment Premium. The Company must deliver written
      notice to the Investor indicating whether it will pay the Prepayment Premium
      in
      Common Stock at least ten (10) Trading Days prior to the Prepayment Date. The
      Company covenants and agrees that it will honor all Conversion Notices tendered
      from the time of delivery of the Prepayment Notice through 6:30 p.m. on the
      Trading Day prior to the Prepayment Date.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    6.  Mechanics
      of Conversion.

     

    (a)  The
      number of Underlying Shares issuable upon any conversion hereunder shall equal
      the outstanding principal amount of this Note to be converted, divided by the
      Conversion Price on the Conversion Date, plus (if indicated in the applicable
      Conversion Notice) the amount of any accrued but unpaid interest on this Note
      through the Conversion Date, divided by the Conversion Price on the Conversion
      Date.

     

    (b)  The
      Company shall, by the third Trading Day following each Conversion Date, issue
      or
      cause to be issued and cause to be delivered to or upon the written order of
      the
      Investor and in such name or names as the Investor may designate a certificate
      for the Underlying Shares issuable upon such conversion, free of restrictive
      legends to the extent permitted by Section 4.1(c) of the Purchase Agreement.
      The
      Investor, or any Person so designated by the Investor to receive Underlying
      Shares, shall be deemed to have become holder of record of such Underlying
      Shares as of such Conversion Date. The Company shall use its best efforts to
      deliver Underlying Shares hereunder electronically (via a DWAC) through the
      Depository Trust Corporation or another established clearing corporation
      performing similar functions.

     

    (c)  The
      Investor shall not be required to deliver the original Note in order to effect
      a
      conversion hereunder. Execution and delivery of the Conversion Notice shall
      have
      the same effect as cancellation of the Note and issuance of a New Note
      representing the remaining outstanding principal amount. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (d)  The
      Company's obligations to issue and deliver Underlying Shares upon conversion
      of
      this Note in accordance with the terms hereof are absolute and unconditional,
      irrespective of any action or inaction by the Investor 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 Investor or any other Person of any obligation to the Company
      or
      any violation or alleged violation of law by the Investor or any other Person,
      and irrespective of any other circumstance which might otherwise limit such
      obligation of the Company to the Investor in connection with the issuance of
      such Underlying Shares.

     

    (e)  If
      by the
      third Trading Day after a Conversion Date the Company fails to deliver to the
      Investor such Underlying Shares in such amounts and in the manner required
      pursuant to Section 5, then the Investor will have the right to rescind the
      Conversion Notice pertaining thereto by giving written notice to the Company
      prior to such Investor’s receipt of such Underlying Shares.

     

    (f)  If
      by the
      third Trading Day after a Conversion Date the Company fails to deliver to the
      Investor the required number of Underlying Shares in the manner required
      pursuant to Section 5, and if after such third Trading Day and prior to the
      receipt of such Underlying Shares, the Investor (or someone on the Investor’s
      behalf) purchases (in an open market transaction or otherwise) shares of Common
      Stock to deliver in satisfaction of a sale by the Investor of the Underlying
      Shares which the Investor anticipated receiving upon such conversion (a
“Buy-In”),
      then
      the Company shall: (1) pay in cash to the Investor (in addition to any other
      remedies available to or elected by the Investor) the amount by which (x) the
      Investor's total purchase price (including brokerage commissions, if any) for
      the shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of Underlying Shares that the Company was required
      to
      deliver to the Investor in connection with the exercise at issue by (B) the
      actual sale price at which the sell order giving rise to such purchase
      obligation was executed (including any brokerage commissions) and (2) at the
      option of the Investor, either void the conversion at issue and reinstate the
      principal amount of Notes (plus accrued interest therein) for which such
      conversion was not timely honored or deliver to the Investor the number of
      shares of Common Stock that would have been issued had the Company timely
      complied with its exercise and delivery obligations hereunder. The Investor
      shall provide the Company reasonably detailed evidence or written notice
      indicating the amounts payable to the Investor in respect of the Buy-In. For
      example, if the Investor purchases Common Stock having a total purchase price
      of
      $11,000 to cover a Buy-In with respect to an attempted conversion of this Note
      with respect to which the actual sale price of the Underlying Shares (including
      any brokerage commissions) giving rise to such purchase obligation was a total
      of $10,000 under clause (1) of the immediately preceding sentence, the Company
      shall be required to pay the Investor $1,000. Nothing herein shall limit an
      Investor’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 conversion of this Note
      as
      required pursuant to the terms hereof.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (g)  If
      the
      Company fails for any reason to deliver to the Investor such certificate or
      certificates pursuant to Section 5 by the third Trading Day after the Conversion
      Date, the Company shall pay to such Investor, in cash, as liquidated damages
      and
      not as a penalty, for each $1000 of principal amount being converted, $10 per
      Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after
      such liquidated damages begin to accrue) for each Trading Day after such third
      Trading Day until such certificates are delivered. Nothing herein shall limit
      an
      Investor’s right to pursue actual damages or declare an Event of Default
      pursuant to Section 7 hereof for the Company’s failure to deliver Underlying
      Shares within the period specified herein and such Investor shall have the
      right
      to pursue al remedies available to it hereunder, at law or in equity, including,
      without limitation, a decree of specific performance and/or injunctive relief.
      The exercise of any such rights shall not prohibit the Investor from seeking
      to
      enforce damages pursuant to any other Section hereof or under applicable
      law.

     

    7.  Events
      of Default.

     

    (a)  At
      any
      time or times following the occurrence and during the continuance of an Event
      of
      Default, the Investor may elect, by notice to the Company (an “Event
      Notice”),
      to
      require the Company to repay all or any portion of the then outstanding
      principal amount of this Note, as indicated in such Event Notice (it being
      agreed that any Event Notice failing to specify a repayment amount shall be
      deemed a demand for repayment in full on account of the entire principal amount
      of all Notes to which such Event Notice applies), for a payment amount in
      Dollars in cash equal to the greater of: (A) 102% of such outstanding principal
      amount (except that in the case of an Event Notice citing an Event of Default
      under clause (iii) of the definition of “Event of Default”, in which case such
      amount shall equal the amount set forth in Section 5(c) herein), plus all
      accrued but unpaid interest thereon and any unpaid liquidated damages and other
      amounts then owing to the Investor under the Transaction Documents, through
      the
      date of payment in full of such repayment amount, or (B) the Event Equity Value
      of the Underlying Shares that would be issuable upon conversion of such
      principal amount and payment in Common Stock of all such accrued but unpaid
      interest thereon (without regard to any condition precedent or conversion
      limitation contained herein), plus an amount payable in cash of any liquidated
      damages and other amounts payable pursuant to the Transaction Documents. The
      aggregate amount payable pursuant to the preceding sentence is referred to
      as
      the “Event
      Price.”
      The
      Company shall pay the aggregate Event Price to the Investor (free of any claim
      of subordination) no later than the third Trading Day following the date of
      delivery of the Event Notice, and upon receipt thereof the Investor shall
      deliver the original Note so repurchased to the Company. Notwithstanding the
      foregoing, at any time or times following the occurrence and during the
      continuance of an Event of Default, in lieu of electing to require the Company
      to pay the aggregate Event Price in cash, the Investor may elect, by notice
      to
      the Company, to require the Company to convert all of the principal amount
      of
      this Note then outstanding, together with any accrued and unpaid interest
      hereunder, into shares of Common Stock at a conversion price equal to the Event
      Equity Value.

     

    (b)  Upon
      the
      occurrence of any Bankruptcy Event with respect to the Company, all outstanding
      principal and accrued but unpaid interest on this Note and any unpaid liquidated
      damages and other amounts then owing under the Transaction Documents shall
      immediately become due and payable in full in Dollars in cash (free of any
      claim
      of subordination), without the requirement of delivery of any Event Notice
      or
      any other action by the Investor, and the Company shall immediately be obligated
      to repurchase this Note held by such Investor at the Event Price pursuant to
      the
      preceding paragraph as if the Investor had delivered an Event Notice immediately
      prior to the occurrence of such Bankruptcy Event.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (c)  In
      connection with any Event of Default, the Investor need not provide and the
      Company hereby waives any presentment, demand, protest or other notice of any
      kind (other than the Event Notice if required hereunder), and the Investor
      may
      immediately enforce any and all of its rights and remedies hereunder and all
      other remedies available to it under applicable law. Any such declaration
      (including any Event Notice) may be rescinded and annulled by the Investor
      (at
      its sole discretion) at any time notwithstanding anything to the contrary which
      may have been contained in such declaration prior to payment hereunder. Any
      such
      rescission, annulment, or waiver will not impair the Investors’ right to
      subsequently declare a new declaration or Event Notice subsequent to a
      rescission, annulment, or waiver. No such rescission or annulment shall affect
      any subsequent Event of Default or impair any right consequent
      thereto.

     

    8.  Ranking.
      This
      Note ranks pari passu with all other Notes now or hereafter issued pursuant
      to
      the Transaction Documents and senior to all other Indebtedness of the Company.
      Except as may be permitted under Section 5.3 of the Purchase Agreement, the
      Company will not, directly or indirectly, enter into, create, incur, assume
      or
      suffer to exist any Indebtedness of any kind, on or with respect to any of
      its
      property or assets now owned or hereafter acquired or any interest therein
      or
      any income or profits therefrom, that is senior or pari passu in any respect
      to
      the Company's obligations under the Notes.

     

    9.  Reservation
      of Underlying 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 Underlying Shares as
      required hereunder, the number of Underlying Shares which are then issuable
      and
      deliverable upon the conversion of (and otherwise in respect of) this entire
      Note (taking into account the adjustments of Section 10), free from preemptive
      rights or any other contingent purchase rights of persons other than the
      Investor. The Company covenants that all Underlying Shares so issuable and
      deliverable shall, upon issuance in accordance with the terms hereof, be duly
      and validly authorized, issued and fully paid and nonassessable.

     

    10.  Certain
      Adjustments.
      The
      Conversion Price is subject to adjustment from time to time as set forth in
      this
      Section 10.

     

    (a)  Stock
      Dividends and Splits.
      If the
      Company, at any time while this Note 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 Conversion 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 shareholders 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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (b)  Pro
      Rata Distributions.
      If the
      Company, at any time while this Note is outstanding, distributes to all holders
      of Common Stock (i) evidences of its indebtedness, (ii) any security (other
      than
      a distribution of Common Stock covered by the preceding paragraph), (iii) rights
      or warrants to subscribe for or purchase any security, or (iv) any other asset
      (in each case, “Distributed
      Property”),
      then,
      at the request of the Investor delivered before the 90th day after the record
      date fixed for determination of shareholders entitled to receive such
      distribution, the Company will deliver to the Investor, within five Trading
      Days
      after such request (or, if later, on the effective date of such distribution),
      the Distributed Property that the Investor would have been entitled to receive
      in respect of the Underlying Shares for which this Note could have been
      converted immediately prior to such record date. If such Distributed Property
      is
      not delivered to the Investor pursuant to the preceding sentence, then upon
      any
      conversion of this Note that occurs after such record date, the Investor shall
      be entitled to receive, in addition to the Underlying Shares otherwise issuable
      upon such conversion, the Distributed Property that the Investor would have
      been
      entitled to receive in respect of such number of Underlying Shares had the
      Investor been the record holder of such Underlying Shares immediately prior
      to
      such record date. Notwithstanding the foregoing, this Section 10(b) shall not
      apply to any distribution of rights or securities in respect of adoption by
      the
      Company of a shareholder rights plan, which events shall be covered by Section
      10(a).

     

    (c)  Fundamental
      Transactions.
      If, at
      any time while this Note is outstanding, (i) the Company effects any merger
      or
      consolidation of the Company with or into another Person, (ii) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (iii) any tender offer or exchange offer (whether by
      the
      Company or another Person) is completed pursuant to which holders of Common
      Stock tender or exchange their shares for other securities, cash or property,
      or
      (iv) the Company effects any reclassification of the Common Stock or any
      compulsory share exchange pursuant to which the Common Stock is effectively
      converted into or exchanged for other securities, cash or property (other than
      as a result of a subdivision or combination of shares of Common Stock covered
      by
      Section 10(a) above) (in any such case, a “Fundamental
      Transaction”),
      then
      the Investor shall have the right to: (x) declare an Event of Default pursuant
      to clause (iii) thereunder, or (y) upon any subsequent conversion of this Note,
      receive, for each Underlying Share that would have been issuable upon such
      conversion absent such Fundamental Transaction, the same kind and amount of
      securities, cash or property as it would have been entitled to receive upon
      the
      occurrence of such Fundamental Transaction if it had been, immediately prior
      to
      such Fundamental Transaction, the holder of one share of Common Stock (the
      “Alternate
      Consideration”)
      or (z)
      require the surviving entity to issue to the Investor an instrument identical
      to
      this Note (with an appropriate adjustment to the conversion price) such that
      the
      Investor may receive shares of the surviving company’s common stock. For
      purposes of any such conversion, the Company shall apportion the Conversion
      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 Fundamental Transaction, then the Investor shall
      be
      given the same choice as to the Alternate Consideration it receives upon any
      conversion of this Note following such Fundamental Transaction. To the extent
      necessary to effectuate the foregoing provisions, any successor to the Company
      or surviving entity in such Fundamental Transaction (or, if different, the
      ultimate parent of such successor or entity or the entity issuing the Alternate
      Consideration) shall issue to the Investor a new debenture consistent with
      the
      foregoing provisions and evidencing the Investor's right to convert such
      debenture into Alternate Consideration. The terms of any agreement pursuant
      to
      which a Fundamental Transaction is effected shall include terms requiring any
      such successor or surviving entity to comply with the provisions of this
      paragraph (c) and insuring that this Note (or any such replacement security)
      will be similarly adjusted upon any subsequent transaction analogous to a
      Fundamental Transaction.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (d)  Subsequent
      Equity Sales.

     

    (i)  If
      the
      Company or any subsidiary thereof, as applicable, at any time while this Note
      is
      outstanding, shall issue or enter into any agreement or understanding to issue
      shares of Common Stock or Common Stock Equivalents entitling any Person to
      acquire shares of Common Stock, at a price per share less than the Conversion
      Price (if the holder of the Common Stock or Common Stock Equivalent so issued
      shall at any time, whether by operation of purchase price adjustments, reset
      provisions, floating conversion, exercise or exchange prices or otherwise,
      or
      due to warrants, options or rights issued in connection with such issuance,
      be
      entitled to receive shares of Common Stock at a price less than the Conversion
      Price, such issuance shall be deemed to have occurred for less than the
      Conversion Price), then, the Conversion Price shall automatically be reduced
      to
      mirror such lower price. Such adjustment shall be made whenever such Common
      Stock or Common Stock Equivalents are issued. The Company shall notify the
      Investor in writing, no later than the Trading Day following the issuance of
      any
      Common Stock or Common Stock Equivalent subject to this section, indicating
      therein the applicable issuance price, or of applicable reset price, exchange
      price, conversion price and other pricing terms, but failure to provide such
      notice will not delay or affect the reduction of the Conversion Price. If,
      while
      this Note is outstanding, the Company enters into any understanding or agreement
      to issue or sell securities, then notwithstanding the fact that such actual
      issuance of Common Stock or Common Stock Equivalents occurs after the term
      of
      the Note, such issuance will be treated as if it had occurred prior to the
      expiration of the Note term.

     

    (ii)  For
      purposes of this subsection 10(d), the following subsections (d)(ii)(l) to
      (d)(ii)(6) shall also be applicable:

     

    (1)  Issuance
      of Rights or Options.
      In case
      at any time the Company shall in any manner grant (directly and not by
      assumption in a merger or otherwise) any warrants or other rights to subscribe
      for or to purchase, or any options for the purchase of, Common Stock or any
      stock or security convertible into or exchangeable for Common Stock (such
      warrants, rights or options being called “Options”
      and such
      convertible or exchangeable stock or securities being called “Convertible
      Securities”)
      whether
      or not such Options or the right to convert or exchange any such Convertible
      Securities are immediately exercisable, and the price per share for which Common
      Stock is issuable upon the exercise of such Options or upon the conversion
      or
      exchange of such Convertible Securities (determined by dividing (i) the sum
      (which sum shall constitute the applicable consideration) of (x) the total
      amount, if any, received or receivable by the Company as consideration for
      the
      granting of such Options, plus (y) the aggregate amount of additional
      consideration payable to the Company upon the exercise of all such Options,
      plus
      (z), in the case of such Options which relate to Convertible Securities, the
      aggregate amount of additional consideration, if any, payable upon the issue
      or
      sale of such Convertible Securities and upon the conversion or exchange thereof,
      by (ii) the total maximum number of shares of Common Stock issuable upon the
      exercise of such Options or upon the conversion or exchange of all such
      Convertible Securities issuable upon the exercise of such Options) shall be
      less
      than the Conversion Price in effect immediately prior to the time of the
      granting of such Options, then the total number of shares of Common Stock
      issuable upon the exercise of such Options or upon conversion or exchange of
      the
      total amount of such Convertible Securities issuable upon the exercise of such
      Options shall be deemed to have been issued for such price per share as of
      the
      date of granting of such Options or the issuance of such Convertible Securities
      and thereafter shall be deemed to be outstanding for purposes of adjusting
      the
      Conversion Price. Except as otherwise provided in subsection 10(d)(ii)(3),
      no
      adjustment of the Conversion Price shall be made upon the actual issue of such
      Common Stock or of such Convertible Securities upon exercise of such Options
      or
      upon the actual issue of such Common Stock upon conversion or exchange of such
      Convertible Securities.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (2)  Issuance
      of Convertible Securities.
      In case
      the Company shall in any manner issue (directly and not by assumption in a
      merger or otherwise) or sell any Convertible Securities, whether or not the
      rights to exchange or convert any such Convertible Securities are immediately
      exercisable, and the price per share for which Common Stock is issuable upon
      such conversion or exchange (determined by dividing (i) the sum (which sum
      shall
      constitute the applicable consideration) of (x) the total amount received or
      receivable by the Company as consideration for the issue or sale of such
      Convertible Securities, plus (y) the aggregate amount of additional
      consideration, if any, payable to the Company upon the conversion or exchange
      thereof, by (ii) the total number of shares of Common Stock issuable upon the
      conversion or exchange of all such Convertible Securities) shall be less than
      the Conversion Price in effect immediately prior to the time of such issue
      or
      sale, then the total maximum number of shares of Common Stock issuable upon
      conversion or exchange of all such Convertible Securities shall be deemed to
      have been issued for such price per share as of the date of the issue or sale
      of
      such Convertible Securities and thereafter shall be deemed to be outstanding
      for
      purposes of adjusting the Conversion Price, provided that (a) except as
      otherwise provided in subsection 10(d)(ii)(3), no adjustment of the Conversion
      Price shall be made upon the actual issuance of such Common Stock upon
      conversion or exchange of such Convertible Securities and (b) no further
      adjustment of the Conversion Price shall be made by reason of the issue or
      sale
      of Convertible Securities upon exercise of any Options to purchase any such
      Convertible Securities for which adjustments of the Conversion Price have been
      made pursuant to the other provisions of subsection 11(d).

     

    (3)  Change
      in Option Price or Conversion Rate.
      Upon
      the happening of any of the following events, namely, if the purchase price
      provided for in any Option referred to in subsection 10(d)(ii)(l) hereof, the
      additional consideration, if any, payable upon the conversion or exchange of
      any
      Convertible Securities referred to in subsections 10(d)(ii)(l) or 10(d)(ii)(2),
      or the rate at which Convertible Securities referred to in subsections
      10(d)(ii)(l) or 10(d)(ii)(2) are convertible into or exchangeable for Common
      Stock shall change at any time (including, but not limited to, changes under
      or
      by reason of provisions designed to protect against dilution), the Conversion
      Price in effect at the time of such event shall forthwith be readjusted to
      the
      Conversion Price which would have been in effect at such time had such Options
      or Convertible Securities still outstanding provided for such changed purchase
      price, additional consideration or conversion rate, as the case may be, at
      the
      time initially granted, issued or sold. On the termination of any Option for
      which any adjustment was made pursuant to this subsection 10(d) or any right
      to
      convert or exchange Convertible Securities for which any adjustment was made
      pursuant to this subsection 10(d) (including without limitation upon the
      redemption or purchase for consideration of such Convertible Securities by
      the
      Company), the Conversion Price then in effect hereunder shall forthwith be
      changed to the Conversion Price which would have been in effect at the time
      of
      such termination had such Option or Convertible Securities, to the extent
      outstanding immediately prior to such termination, never been
      issued.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (4)  Stock
      Dividends.
      Subject
      to the provisions of this Section 10(d), in case the Company shall declare
      a
      dividend or make any other distribution upon any stock of the Company (other
      than the Common Stock) payable in Common Stock, Options or Convertible
      Securities, then any Common Stock, Options or Convertible Securities, as the
      case may be, issuable in payment of such dividend or distribution shall be
      deemed to have been issued or sold without consideration.

     

    (5)  Consideration
      for Stock.
      In case
      any shares of Common Stock, Options or Convertible Securities shall be issued
      or
      sold for cash, the consideration received therefor shall be deemed to be the
      net
      amount received by the Company therefor, after deduction therefrom of any
      expenses incurred or any underwriting commissions or concessions paid or allowed
      by the Company in connection therewith. In case any shares of Common Stock,
      Options or Convertible Securities shall be issued or sold for a consideration
      other than cash, the amount of the consideration other than cash received by
      the
      Company shall be deemed to be the fair value of such consideration as determined
      in good faith by the Board of Directors of the Company, after deduction of
      any
      expenses incurred or any underwriting commissions or concessions paid or allowed
      by the Company in connection therewith. In case any Options shall be issued
      in
      connection with the issue and sale of other securities of the Company, together
      comprising one integral transaction in which no specific consideration is
      allocated to such Options by the parties thereto, such Options shall be deemed
      to have been issued for such consideration as determined in good faith by the
      Board of Directors of the Company. If Common Stock, Options or Convertible
      Securities shall be issued or sold by the Company and, in connection therewith,
      other Options or Convertible Securities (the “Additional
      Rights”)
      are
      issued, then the consideration received or deemed to be received by the Company
      shall be reduced by the fair market value of the Additional Rights (as
      determined using the Black-Scholes option pricing model or another method
      mutually agreed to by the Company and the Investor). The Board of Directors
      of
      the Company shall respond promptly, in writing, to an inquiry by the Investors
      as to the fair market value of the Additional Rights. In the event that the
      Board of Directors of the Company and the Investors are unable to agree upon
      the
      fair market value of the Additional Rights, the Company and the Investors shall
      jointly select an appraiser, who is experienced in such matters. The decision
      of
      such appraiser shall be final and conclusive, and the cost of such appraiser
      shall be borne evenly by the Company and the Investor.

     

    (6)  Record
      Date.
      In case
      the Company shall take a record of the holders of its Common Stock for the
      purpose of entitling them (i) to receive a dividend or other distribution
      payable in Common Stock, Options or Convertible Securities or (ii) to subscribe
      for or purchase Common Stock, Options or Convertible Securities, then such
      record date shall be deemed to be the date of the issue or sale of the shares
      of
      Common Stock deemed to have been issued or sold upon the declaration of such
      dividend or the making of such other distribution or the date of the granting
      of
      such right of subscription or purchase, as the case may be.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (iii)  Notwithstanding
      the foregoing, no adjustment will be made under this paragraph (d) in respect
      of: (1) the issuance of securities upon the exercise or conversion of any Common
      Stock Equivalents issued by the Company prior to the Original Issue Date of
      this
      Note (but will apply to any amendments, modifications, and reissuances thereof
      and as a result of any changes, resets or adjustments to a conversion or
      exchange price thereunder whether or not as a result of any amendment,
      modification or reissuance), or (2) the grant of options or warrants, or the
      issuance of additional securities, under any duly authorized Company stock
      option, stock incentive plan, restricted stock plan or stock purchase plan
      whether now existing or hereafter approved by the Company and its stockholders
      (as applicable) in the future (but not as to any amendments or other
      modifications of the exercise price set forth therein) and the issuance of
      Common Stock in respect thereof.

     

    (e)  Reclassifications;
      Share Exchanges.
      In case
      of any reclassification of the Common Stock, or any compulsory share exchange
      pursuant to which the Common Stock is converted into other securities, cash
      or
      property (other than compulsory share exchanges which constitute Change of
      Control transactions), the Investors of the Notes then outstanding shall have
      the right thereafter to convert such shares only into the shares of stock and
      other securities, cash and property receivable upon or deemed to be held by
      holders of Common Stock following such reclassification or share exchange,
      and
      the Investors shall be entitled upon such event to receive such amount of
      securities, cash or property as a holder of the number of shares of Common
      Stock
      of the Company into which such shares of Notes could have been converted
      immediately prior to such reclassification or share exchange would have been
      entitled. This provision shall similarly apply to successive reclassifications
      or share exchanges. 

     

    (f)  Calculations.
      All
      calculations under this Section 10 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.

     

    (g)  Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section 10, the Company
      at
      its expense will promptly compute such adjustment in accordance with the terms
      hereof and prepare a certificate describing in reasonable detail such adjustment
      and the transactions giving rise thereto, including all facts upon which such
      adjustment is based. Upon written request, the Company will promptly deliver
      a
      copy of each such certificate to the Investor. 

     

    (h)  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 and publicly approves, or enters
      into any agreement contemplating or solicits shareholder approval for any
      Fundamental Transaction or (iii) publicly authorizes the voluntary dissolution,
      liquidation or winding up of the affairs of the Company, then the Company shall
      deliver to the Investor 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, and the Company will
      take all steps reasonably necessary in order to insure that the Investor is
      given the practical opportunity to convert this Note prior to such time so
      as to
      participate in or vote with respect to such transaction; provided, however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such
      notice.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    11.  Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional
      Underlying Shares on conversion of this Note. If any fraction of an Underlying
      Share would, except for the provisions of this Section, be issuable upon
      conversion of this Note or payment of interest hereon, the number of Underlying
      Shares to be issued will be rounded up to the nearest whole share.

     

    12.  Investor
      Put Option.
      For a
      period of thirty (30) days following the two year anniversary of the Original
      Issue Date, an Investor may elect to require the Company to repay the Investor,
      in immediately available funds, 100% of the then outstanding principal amount,
      plus all accrued but unpaid interest and other amounts, due or accrued under
      this Note, on the date that is the fifth Trading Day after written notice
      thereof (a “Put
      Notice”)
      is
      delivered by the Investor to the Company (such fifth Trading Day shall be known
      as the “Put
      Date”).
      An
      Investor may rescind a Put Notice prior to receipt of payment thereunder. The
      Company covenants and agrees that it will honor all Conversion Notices tendered
      from the time of delivery of the Put Notice through 6:30 p.m. on the Trading
      Day
      prior to the Put Date.

     

    13.  Notices.
      Any and
      all notices or other communications or deliveries hereunder (including without
      limitation any Conversion Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile or e-mail (followed by facsimile)
      at
      the facsimile number or e-mail address specified in this Section prior to 5:30
      p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after
      the
      date of transmission, if such notice or communication is delivered via facsimile
      or e-mail (followed by facsimile) at the facsimile number or e-mail address
      specified in this Section on a day that is not a Trading Day or later than
      5:30
      p.m. (New York City time) on any Trading Day, (iii) the Trading Day following
      the date of mailing, if sent by nationally recognized overnight courier service,
      or (iv) upon actual receipt by the party to whom such notice is required to
      be
      given. The addresses for such communications shall be: (i) if to the Company,
      to
      GoFish Corporation, 706 Mission Street, 10th
      Floor,
      San Francisco, California, 94103, Facsimile: (415) 978-9603, E-mail:
      tverjee@gacapital.com, Attention: Tabreez Verjee, President, (ii) if to the
      Investor, to the address, e-mail address, or facsimile number appearing on
      the
      Company's shareholder records or such other address, e-mail address, or
      facsimile number as the Investor may provide to the Company in accordance with
      this Section or the Purchase Agreement.

     

    14.  Miscellaneous.

     

    (a)  This
      Note
      shall be binding on and inure to the benefit of the parties hereto and their
      respective successors and assigns.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    (b)  Subject
      to Section 14(a), above, nothing in this Note shall be construed to give to
      any
      person or corporation other than the Company and the Investor any legal or
      equitable right, remedy or cause under this Note. This Note shall inure to
      the
      sole and exclusive benefit of the Company and the Investor.

     

    (c)  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Note shall be governed by and construed and enforced in accordance
      with
      the internal laws of the State of New York, without regard to the principles
      of
      conflicts of law thereof. Each party agrees that all Proceedings shall be
      commenced exclusively in the state and federal courts sitting in the City of
      New
      York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York Courts for any Proceeding, and hereby irrevocably waives, and agrees not
      to
      assert in any Proceeding, any claim that it is not personally subject to the
      jurisdiction of any New York Court or that a New York Court is an inconvenient
      forum for such Proceeding. Each party hereto hereby irrevocably waives personal
      service of process and consents to process being served in any such Proceeding
      by mailing a copy thereof via registered or certified mail or overnight delivery
      (with evidence of delivery) to such party at the address in effect for notices
      to it under this Note and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law. Each party hereto hereby irrevocably waives, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      Proceeding. The prevailing party in a Proceeding shall be reimbursed by the
      other party for its reasonable attorneys’ fees and other costs and expenses
      incurred with the investigation, preparation and prosecution of such
      Proceeding.

     

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

     

    (e)  In
      case
      any one or more of the provisions of this Note shall be invalid or unenforceable
      in any respect, the validity and enforceability of the remaining terms and
      provisions of this Note 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
      Note.

     

    (f)  No
      provision of this Note may be waived or amended except (i) in accordance with
      the requirements set forth in the Purchase Agreement, and (ii) in a written
      instrument signed, in the case of an amendment, by the Company and the Investor
      or, in the case of a waiver, by the party against whom enforcement of any such
      waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Note shall be deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement hereof, nor shall any delay or omission
      of
      either party to exercise any right hereunder in any manner impair the exercise
      of any such right.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (g)  To
      the
      extent it may lawfully do so, the Company hereby agrees not to insist upon
      or
      plead or in any manner whatsoever claim, and will resist any and all efforts
      to
      be compelled to take the benefit or advantage of, usury laws wherever enacted,
      now or at any time hereafter in force, in connection with any claim, action
      or
      Proceeding that may be brought by any Investor in order to enforce any right
      or
      remedy under the Notes. Notwithstanding any provision to the contrary contained
      in the Notes, it is expressly agreed and provided that the total liability
      of
      the Company under the Notes for payments in the nature of interest shall not
      exceed the maximum lawful rate authorized under applicable law (the “Maximum
      Rate”),
      and,
      without limiting the foregoing, in no event shall any rate of interest or
      default interest, or both of them, when aggregated with any other sums in the
      nature of interest that the Company may be obligated to pay under the Notes
      exceed such Maximum Rate. It is agreed that if the maximum contract rate of
      interest allowed by law and applicable to the Notes is increased or decreased
      by
      statute or any official governmental action subsequent to the date hereof,
      the
      new maximum contract rate of interest allowed by law will be the Maximum Rate
      of
      interest applicable to the Notes from the effective date forward, unless such
      application is precluded by applicable law. If under any circumstances
      whatsoever, interest in excess of the Maximum Rate is paid by the Company to
      any
      Investor with respect to indebtedness evidenced by the Notes, such excess shall
      be applied by such Investor to the unpaid principal balance of any such
      indebtedness or be refunded to the Company, the manner of handling such excess
      to be at such Investor’s election.

     

    15.  Transferability
      of Warrants.
      The
      Warrants are separate and detachable from this Note. Neither a forced conversion
      nor a redemption of this Note shall have any effect on the
      Warrants.

     

    16.  Dispute
      Resolution.

     

    (a)  If
      any
      dispute between the Company and the Investor as to the arithmetic calculation
      of
      the number of shares of Common Stock to be issued upon conversion hereunder
      shall arise, then such dispute shall promptly thereafter be submitted for
      resolution to an independent accounting firm of recognized national standing
      selected by the Company and reasonably acceptable to the Investor, and the
      written determination of such independent accounting firm with respect to that
      particular dispute shall be final and conclusive. The Company shall endeavor
      to
      cause such independent accounting firm to render such determination as promptly
      as reasonably practicable, but in no event later than five (5) Business Days
      following the day such independent accounting firm receives the dispute for
      resolution. The reasonable fees and expenses of such independent accounting
      firm
      in making its determination shall be paid by the Company; provided,
      however,
      that in
      the event that such independent accounting firm concurs with the Company in
      its
      determination, the fees and expenses of such independent accounting firm shall
      be paid by the Investor.

     

    (b)  If
      any
      dispute between the Company and the Investor as to the occurrence of a
      subsequent issuance or other event which would trigger an adjustment to the
      Conversion Price pursuant to Section 10 hereof or as to any applicable adjusted
      value of the Conversion Price shall arise, then such dispute shall promptly
      thereafter be submitted for resolution to an independent law firm of recognized
      national standing selected by the Company and reasonably acceptable to the
      Investor, and the written determination of such law firm with respect to that
      particular dispute shall be final and conclusive. The Company shall endeavor
      to
      cause such law firm to render such determination as promptly as reasonably
      practicable, but in no event later than five (5) Business Days following the
      day
      such law firm receives the dispute for resolution. The reasonable fees and
      expenses of such law firm in making its determination shall be paid by the
      Company; provided,
      however,
      that in
      the event that such law firm concurs with the Company in its determination,
      the
      fees and expenses of such law firm shall be paid by the Investor.

     

    [REMAINDER
      OF PAGE INTENTIONALLY BLANK-SIGNATURE PAGE TO FOLLOW]

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

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

     

    
      	 	 	 
	 	GOFISH
              CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    ANNEX
      A

     

    CONVERSION
      NOTICE

     

    (To
      be
      Executed by the Registered Investor

    in
      order
      to convert Notes)

     

    The
      undersigned hereby elects to convert the principal amount of Note indicated
      below, into shares of Common Stock of GoFish Corporation, as of the date written
      below. If shares are to be issued in the name of a Person other than
      undersigned, the undersigned will pay all transfer taxes payable with respect
      thereto and is delivering herewith such certificates and opinions as reasonably
      requested by the Company in accordance therewith. No fee will be charged to
      the
      Investor for any conversion, except for such transfer taxes, if any. All terms
      used in this notice shall have the meanings set forth in the Note.

     

    

      
        	
                Conversion
                  calculations:

              	
              
	 	Date
                to Effect Conversion
	 	 
	 	Principal
                amount of Note owned prior to conversion
	 	 
	 	Principal
                amount of Note to be Converted
	 	 
	 	Principal
                amount of Note remaining after Conversion
	 	 
	 	DTC
                Account
	 	 
	 	Number
                of shares of Common Stock to be Issued
	 	 
	 	Applicable
                Conversion Price
	 	 
	 	Name
                of Investor
	 	 	 
	 	
                By:
                  

              	
                 

              
	
                 

              	 	
                Name:

              
	 	 	
                Title:

              


      

    

     

    By
      the
      delivery of this Conversion Notice the Investor represents and warrants to
      the
      Company that its ownership of the Common Stock does not exceed the restrictions
      set forth in Section 5(b) of the Note.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    Schedule
      1

     

    GoFish
      Corporation

     

    6%
      Senior
      Convertible Promissory Notes due June __, 2010

     

    CONVERSION
      SCHEDULE

     

    This
      Conversion Schedule reflects conversions made under the above referenced
      Notes.

     

    Dated:

     

    
      	
              Date
                of Conversion

            	
              Amount
                of Conversion

            	
              Aggregate
                Principal Amount Remaining Subsequent to Conversion

            	
              Applicable
                Conversion 

              Price
                

            
	 	 	 	 
	 	 	 	 
	
               

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    
      
        
        

      

      
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