STRATEGIC ALLIANCE AGREEMENT

EXHIBIT 10.1

STRATEGIC ALLIANCE AGREEMENT

THIS STRATEGIC ALLIANCE AGREEMENT is made as of January 1, 2007 (the "Effective Date") by and between GOFISH TECHNOLOGIES, INC , a California corporation ("GoFish"), GOFISH CORPORATION , a Nevada corporation of which GoFish is a wholly-owned subsidiary (the "Company") and KALEIDOSCOPE, INC. , a Delaware corporation, acting through its wholly owned subsidiary, Kaleidoscope Sports and Entertainment LLC ("KSE").

BACKGROUND STATEMENT

GoFish is engaged in the business of providing one or more websites, including www.gofish.com (the "Websites") that serve as a medium for user-generated, amateur, licensed, and professional content as a vehicle for targeted, value added advertising. KSE is in the business of providing developing, distributing and producing entertainment properties and providing consulting services in the development of specialty television programs. This Agreement sets forth the terms and conditions under which KSE will provide certain Content to GoFish and GoFish and KSE will jointly participate in connection with the procurement, sale, delivery and support of the Content on the Websites.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01   Definitions . When used as a capitalized term in this Agreement, the following terms shall have the meanings set forth below:

"Acquisition Finder’s Fee" means the amount payable by the Company or GoFish to KSE as set forth in Section 4.04(b).

"Acquisition by the Company" means, in a single transaction or a series of related transactions, the purchase of all or substantially all of the outstanding capital stock or assets of a Person who is not, immediately prior to such transaction (or the first of such series of related transactions) an Affiliate of the Company or GoFish, whether by stock purchase, asset purchase, merger, consolidation, share exchange or otherwise.

"Acquisition by the Company Consideration" means the total net proceeds to a Person acquired by the Company or its stockholders or GoFish, as the case may be, in an Acquisition by the Company, after deduction of all taxes, transaction costs and expenses (excluding the Acquisition Finder’s Fee).

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"Affiliate" means, with respect to a Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of Section 3.04, an "Affiliate" of KSE shall be deemed to include any and all of KSE’s directors, officers, employees, independent contractors, consultants, representatives and professional advisors, in each case having knowledge of this Agreement or the subject matter hereof and/or performing services to or on behalf of KSE in connection herewith.

"Agreement" means this Agreement between the Parties, as the same may be amended, modified or supplemented from time to time.

"Award Show" means a televised award show to be designed and developed by KSE and GoFish reflecting the concepts and approach to be discussed with and agreed to by GoFish, as contemplated by this Agreement.

"Award Show Warrants" means warrants to purchase shares of Common Stock pursuant to a written warrant agreement, in a form determined by the Company but including the following terms: (i) an exercise price equal to the opening bid price of the Common Stock on the date of issuance of the Warrants, (ii) fully vesting upon the initial televised network broadcast of the Award Show if the Award Show is televised by network broadcast prior to March 30, 2008 and (iii) expiration automatically (1) if the Award Show is not televised by network broadcast prior to March 30, 2008, on March 30, 2008, (2) if the underlying agreement between KSE and the Award Show broadcast network sponsor is terminated, on the date of termination of such agreement, and (3) if the Award Show is televised by network broadcast prior to March 30, 2008, the fifth anniversary of the Effective Date.

"Base Warrants" means warrants to purchase up to Five Hundred Thousand (500,000) shares of Common Stock pursuant to a written warrant agreement, in a form determined by the Company but including the following terms: (i) an exercise price of $3.00 per share, (ii) vesting monthly in arrears commencing at the end of the sixth month following the Effective Date (as to one third (1/3) of the underlying number shares of Common Stock) and continuing at the end of each subsequent month during the term hereof at a rate of one eighteenth (1/18) of the number of underlying shares of Common Stock and (iii) expiration automatically (1) if this Agreement is terminated prior to six (6) months following the effective date, the date of termination of this Agreement, (2) if this Agreement is terminated after this Agreement has been in effect for at least six (6) months but less than eighteen (18) months, six (6) months following the date of termination and (3) if this Agreement is in effect for at least eighteen months, the fifth anniversary of the Effective Date .

"Business" has the meaning set forth in Section 3.04.

"Client" has the meaning set forth in Section 3.04.

"Common Stock " means the common stock, par value $0.001 per share, of the Company.

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"Commission" has the meaning set forth in Section 4.02.

"Commission Warrants" means warrants to purchase shares of Common Stock pursuant to a written warrant agreement, in a form determined by the Company but including the following terms: (i) an exercise price equal to the opening bid price of the Common Stock on the date of issuance of the Warrants, (ii) vesting immediately upon issuance and (iii) expiration automatically (1) if this Agreement is terminated prior to six (6) months following the effective date, the date of termination of this Agreement, (2) if this Agreement is terminated after this Agreement has been in effect for at least six (6) months but less than eighteen (18) months, six (6) months following the date of termination and (3) if this Agreement is in effect for at least eighteen months, the fifth anniversary of the Effective Date .

"Copyrightable Work" has the meaning set forth in Section 3.04.

"Covenant Period" has the meaning set forth in Section 3.04.

" Covered Products and Services " means the products and services provided by KSE to GoFish hereunder related to the generation of Sales, the Award Show and those items described on the attached Exhibit A .

"Distribution Warrants" means warrants to purchase up to Thirty Thousand (30,000) shares of Common Stock pursuant to a written warrant agreement, in a form determined by the Company but including the following terms: (i) an exercise price equal to the opening bid price of the Common Stock on the date of issuance of the Warrants, (ii) vesting following the determination after the first anniversary of the Effective Date, in a time period and manner as is reasonably practicable, at a rate of Two Hundred Fifty (250) underlying shares per One Million (1,000,000) page views on the Websites during the first year following the Effective Date (with any remaining unvested right to acquire underlying shares being automatically cancelled upon such termination) and (iii) expiration automatically upon the earlier of the fifth anniversary of the Effective Date or the termination of this Agreement.

"GoFish Group" has the meaning set forth in Section 3.04.

"Governmental Authority" means any national, federal, state, county, municipal or other government or governmental, quasi-governmental or regulatory authority, agency, board, body, commission, instrumentality, court or tribunal.

"Intellectual Property" means all inventions, ideas, data, customer lists, pricing information, marketing analyses, concepts, designs, schematics, layouts, Patents, trademarks, trademark applications, service marks, trade names, logos, copyrights, software, source code, object code, programming language, Know-how, Technical Data, licenses and other similar rights by whatever name, whether or not patentable, copyrighted or copyrightable, registered or registrable, and any and all improvements or derivatives thereof, whether reduced to tangible form or otherwise, and whether registered with or recognized by any governmental or regulatory body or otherwise.

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" Know-how " means those currently existing ideas, designs, concepts, compilations of information, methods, techniques, procedures and processes of KSE, whether or not patentable, that are used by KSE in connection with the design, manufacture and use of the Covered Products and Services.  

"Patents" means any rights to exclude any Person from making, using, selling or otherwise exploiting any product or service incorporating any invention, business method or device, as recognized or recognizable by any governmental or regulatory body in any jurisdiction (including without limitation the United States Patent and Trademark Office), whether granted, applied for or otherwise, and together with any patent that claims priority from such application, including any continuation, continuation-in-part and divisional, together with any foreign counterpart thereof.

"Participation Fee" means the amounts payable to KSE under Section 4.01.

"Partnership Warrants" means warrants to purchase shares of Common Stock pursuant to a written warrant agreement, in a form determined by the Company but including the following terms: (i) an exercise price equal to the opening bid price of the Common Stock on the date of issuance of the Warrants, (ii) vesting following the determination after the first anniversary of the partnership agreement at issue, in a time period and manner as is reasonably practicable, at a rate of (a) 100%, if the amount of video views that GoFish actually derived on the Websites from such partner during the first year of the term of the partnership agreement equals or exceeds Expected VV (as defined in Exhibit B ) for such partnership, or (b) the percentage of video views that GoFish actually derived on the Websites from such partner during the first year of the term of the partnership agreement as compared with Expected VV, if such actual video views is less than Expected VV for such partnership (with any remaining unvested right to acquire underlying shares being automatically cancelled upon such termination) and (iii) expiration automatically (1) if this Agreement is terminated prior to six (6) months following the effective date, the date of termination of this Agreement, (2) if this Agreement is terminated after this Agreement has been in effect for at least six (6) months but less than eighteen (18) months, six (6) months following the date of termination and (3) if this Agreement is in effect for at least eighteen months, the fifth anniversary of the Effective Date .

" Party" means either of the parties to this Agreement, and "Parties" means all of them.

"Person" means an individual, corporation, partnership, association, limited liability company, trust or unincorporated association or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Prospect" means any Person worldwide to which GoFish deems it advisable to market and sell the Covered Products and Services.

"Revenue" means revenue derived by GoFish from Sales, net of costs and expenses incurred (including without limitation Taxes and Commissions.

"Sale Finder’s Fee" means the amount payable by the Company or GoFish to KSE as set forth in Section 4.04(a).

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"Sale of the Company" means, in a single transaction or a series of related transactions, the sale of all or substantially all of the outstanding capital stock or assets of the Company or GoFish to a Person who is not, immediately prior to such transaction (or the first of such series of related transactions) an Affiliate of the Company or GoFish, whether by stock purchase, asset purchase, merger, consolidation, share exchange or otherwise.

"Sale of the Company Consideration" means the total net proceeds to the Company or its stockholders or GoFish, as the case may be, for the Sale of the Company, after deduction of all taxes, transaction costs and expenses (excluding the Sale Finder’s Fee).

"Sales" means sales by KSE of Covered Goods and Services during the term of this Agreement, where such sales result from the sourcing of Prospects by KSE and the completion of such Sales by KSE with minimal assistance and effort by GoFish or the Company and subject to reduction by Thirty percent (30%) of such sales where substantial assistance and effort by GoFish and/or the Company is utilized to complete such sale, as determined in the good faith judgment of GoFish or the Company.

" Taxes " means any duty, levy, import, export, excise, sales and value added taxes, customs duties, levy or similar charge, including interest and penalties thereon, however designated.

" Technical Data " means those currently existing KSE drawings, plans, parts lists, specifications and process descriptions that relate to the design, manufacture and use of the Covered Products and Services, whether in printed, drawn or electronic form.

"Warrants" means the Base Warrants, the Commission Warrants, the Distribution Warrants, the Partnership Warrants and the Award Show Warrants.

"Websites" has the meaning set forth in the section of this Agreement captioned "Background Statement," above.

"Work Made for Hire" has the meaning set forth in Section 3.04.

"Work Product" has the meaning set forth in Section 3.04.

Section 1.02   Usage . For the purpose of construing this Agreement, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural number, and vice versa, and words in one gender shall be deemed to include words in the other gender. The table of contents, titles to articles and section headings are for convenience only, and neither limit nor amplify the provisions of this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.01   Representations and Warranties of KSE . KSE hereby represents and warrants to GoFish as follows:

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(a)   Valid Existence . KSE is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware.

(b)   Authorization, Execution and Enforceability . KSE has the power and authority under its organizational documents and applicable law to execute, deliver and carry out the terms and provisions of this Agreement. The execution, delivery and performance by KSE of this Agreement have been duly authorized by all necessary corporate action of KSE, and this Agreement has been duly executed on behalf of KSE. This Agreement is the valid and binding obligation of KSE, enforceable against KSE in accordance with its terms.

(c)   Right to Conduct Business . KSE and its Affiliates are engaged primarily in the business of providing a comprehensive system of healthcare and related services, including education and research. Neither KSE nor any of its Affiliates is subject to any judgment, order, decree, writ, injunction or criminal penalty imposed by any Governmental Authority that would have a material adverse effect upon the ability of KSE to engage in such business or to perform its obligations under this Agreement.

(d)   Intellectual Property . KSE (i) is the owner of the entire right, title, and interest in and to the Patents, Know-how and Technical Data (other than the Intellectual Property pertaining to the Award Show, all of which is and shall be jointly owned by KSE and GoFish as contemplated by this Agreement); (ii) has the right and power to grant the licenses granted herein; and (iii) is not a party to any other agreements with any Person in conflict with the license grant contemplated herein. To the knowledge of KSE, GoFish’s contemplated use of the Patents, Know-how and Technical Data to design, manufacture, use, lease and sell Covered Products and Services does not infringe any valid rights of any third party.

(e)   Qualification . KSE is, and shall for the duration of the term shall be, fully qualified and capable of performing its obligations hereunder in a proficient and timely manner.

Section 2.02   Representations and Warranties of GoFish . GoFish hereby represents and warrants to KSE as follows:

(a)   Valid Existence . GoFish is duly organized, validly existing and in good standing as a corporation under the laws of the State of California.

(b)   Authorization, Execution and Enforceability . GoFish has the power and authority under its organizational documents and applicable law to execute, deliver and carry out the terms and provisions of this Agreement. The execution, delivery and performance by GoFish of this Agreement have been duly authorized by all necessary action of GoFish, and this Agreement has been duly executed on behalf of GoFish. This Agreement is the valid and binding obligation of GoFish, enforceable against GoFish in accordance with its terms.

(c)   Business . GoFish and its Affiliates are engaged in the business of providing and maintaining the Websites, among other things. Neither GoFish nor any of its Affiliates is subject to any judgment, order, decree, writ, injunction or criminal penalty imposed by any Governmental Authority that would have a material adverse effect upon the ability of GoFish to engage in such business or to perform its obligations under this Agreement.

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(d)   Common Stock . Upon issuance in accordance with the terms and conditions of the Warrants, the Common Stock will be fully paid and nonassessable.

ARTICLE III

PROVISION OF SERVICES BY KSE; AWARD SHOW; RESTRICTIVE COVENANTS; PUBLIC ANNOUNCEMENTS

Section 3.01   Basic KSE Services . KSE shall provide the following specific services, at times and places to be mutually agreed upon between the Parties:

KSE shall use its best efforts to identify Prospects and consummate transactions with a view towards generating Sales. To that end, KSE shall devote such resources as are reasonably expected to maximize potential Sales generation, including the devotion of certain staff members of KSE towards providing services to GoFish, including the following personnel and estimated time (on a weekly basis) at a minimum to be devoted to servicing GoFish during the term of this Agreement:

Further, Ray Volpe shall serve as a member of the advisory board of the Company and/or GoFish, without additional compensation. Should any of the foregoing staff members cease working for KSE (either permanently or temporarily), or if GoFish advises KSE that it is dissatisfied with the performance of any staff member in connection with the provision of services, then KSE shall promptly reassign members of its staff such that the appropriate level of service (as agreed by GoFish) is provided to GoFish to achieve the objectives of this Agreement. It is expressly understood that the participation of Ray Volpe, Ricky Joshi and Karim Motani in the provision by KSE of the services contemplated by this Agreement is a material term of this Agreement and that KSE shall use its best efforts to ensure that these individuals are principally responsible for servicing GoFish for the duration of the term of this Agreement.

Section 3.02   Award Show . KSE shall use its best efforts to complete the design of a televised Award Show with advertising sponsors secured not later than April 30, 2007 and to, in conjunction with GoFish, enter into a written agreement with an "old media" broadcast network partner satisfactory to GoFish with a view to televised broadcasting of the Award Show by September 30, 2007, all on terms and conditions reasonably satisfactory to GoFish. GoFish shall have the exclusive option to enter into a joint venture with KSE for the development and production of the Award Show, which GoFish may exercise at any time during the term of this Agreement unless, at any time following the completion of the design of the Award Show, GoFish expressly notifies KSE in writing that it declines to participate in the Award Show and waives the aforesaid option, after which time KSE may produce the Award show independently or with the involvement of one or more joint venture partners other than GoFish, provided, that in the event GoFish elects not to exercise its option and the Award Show is produced by KSE and/or another joint venture partner, then GoFish shall be afforded the opportunity to participate as a sponsor or advertiser of the Award Show on a "most favored nations" basis. If GoFish elects to participate as a joint venturer with KSE with respect to the Award Show, then GoFish and KSE will enter into a separate written agreement specifying the terms and conditions of such joint venture, which terms shall include a 50%-50% ownership of