Employment Agreement between the Company and Harshawardan Shetty on November 12, 2008

1.

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

2.

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

 

3.

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

4.

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

5.

5.1

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

5.2

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

5.3

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

5.4

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

6.

If to Harshawardan Shetty:

Harshawardhan Shetty

533 47th Road,  Suite 2

Long Island City, NY 11101

If to Company:

Attn: Board of Directors

Firefish, Inc.

533 47th Road,  Suite 2

Long Island City, NY 11101

 

With a copy to:

Genesis Venture Fund India, I LP

Attention: James Price

12707 High Bluff Dr

Suite 140

San Diego, CA 92130

 

7.

Representations by Executive: Executive represents and warrants that: