8-K

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549


                                     FORM 8-K


                                   CURRENT REPORT

                      PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

     Date of Report (date of earliest event reported): November 11, 2004

                                   GAMEZNFLIX, INC.
                (Exact Name of Registrant as Specified in Its Charter)

          Nevada                         0-29113                54-1838089
 (State or Other Jurisdiction    (Commission File Number)   (I.R.S. Employer
         of Incorporation)                                  Identification No.)

                   1535 Blackjack Road, Franklin, Kentucky         42134
                   (Address of Principal Executive Offices)      (Zip Code)

     Registrant's telephone number, including area code:  (270) 598-0385



               Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2 below):

[  ]  Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the
      Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-
      2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-
      4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On November 11, 2004, the Registrant entered into a Securities
Purchase Agreement with Golden Gate Investors, Inc. (see Exhibit
4.1).  Under this agreement, Golden Gate agreed to purchase from the
Registrant a convertible debenture in the aggregate principal amount
of $1,500,000.  In conjunction with the debenture, the Registrant
also issued to Golden Gate a warrant, dated November 11, 2004, to
purchase 15,000,000 shares of common stock of the company,
exercisable at $1.00 per share (see Exhibit 4.2).  In connection with
this agreement, the Registrant also granted certain rights under a
registration rights agreement, dated November 11, 2004, to the shares
to be issued upon conversion of the debenture and the warrant (see
Exhibit 4.3).

     On November 17, 2004, the Registrant and Golden Gate entered
into an Addendum to Convertible Debenture and Securities Purchase
Agreement (see Exhibit 4.4).  Under this Addendum, certain payment
terms were changed.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

     Exhibits included are set forth in the Exhibit Index pursuant
to Item 601of Regulation S-B.


                                SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       GameZnFlix, Inc.



Dated: November 29, 2004               By: /s/ John Fleming
                                       John Fleming, Chief Executive Officer


                                     EXHIBIT INDEX

Number                     Description

4.1     Securities Purchase Agreement between the Registrant and
        Golden Gate Investors, Inc., dated November 11, 2004 (filed
        herewith).

4.2     Warrant to Purchase Common Stock issued by the Registrant
        in favor of Golden Gate Investors, Inc., dated November 11,
        2004 (filed herewith).

4.3     Registration Rights Agreement between the Registrant and
        Golden Gate Investors, Inc., dated November 11, 2004 (filed herewith).

4.4     Addendum to Convertible Debenture and Securities Purchase
        Agreement between the Registrant and Golden Gate Investors,
        Inc., dated November 17, 2004 (filed herewith).

EX-4.1

                                     EX-4.1

                         SECURITIES PURCHASE AGREEMENT

                         SECURITIES PURCHASE AGREEMENT

     Securities Purchase Agreement dated as of November 11, 2004
(this "Agreement") by and between GameZnFlix, Inc., a Nevada
corporation, with principal executive offices located at 1535
Blackjack Road, Franklin, Kentucky 42134 (the "Company"), and Golden
Gate Investors, Inc. ("Buyer").

     WHEREAS, Buyer desires to purchase from the Company, and the
Company desires to issue and sell to Buyer, upon the terms and
subject to the conditions of this Agreement, the         Convertible
Debenture of the Company in the aggregate principal amount of
$1,500,000 (the "Debenture"); and

     WHEREAS, in conjunction with the Debenture, the Company has
issued a Warrant to Purchase Common Stock to the Buyer (the "Warrant
or Conversion Warrant"); and

     WHEREAS, upon the terms and subject to the conditions set forth
in the Debenture and the Warrant, the Debenture and Warrant are
convertible and exercisable, respectively, into shares of the
Company's Common Stock (the "Common Stock");

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

I.  PURCHASE AND SALE OF DEBENTURE

     A.  Transaction.  Buyer hereby agrees to purchase from the
Company, and the Company has offered and hereby agrees to issue and
sell to Buyer in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as
amended (the "Securities Act"), the Debenture.

     B.  Purchase Price; Form of Payment.  The purchase price for
the Debenture to be purchased by Buyer hereunder shall be $1,500,000
(the "Purchase Price").  Simultaneously with the execution of this
Agreement, Buyer shall pay $500,000 of the Purchase Price (the
"Initial Purchase Price") by wire transfer of immediately available
funds to the Company.  Simultaneously with the execution of this
Agreement, the Company shall deliver the Debenture and the Conversion
Warrants (which shall have been duly authorized, issued and executed
I/N/O Buyer or, if the Company otherwise has been notified, I/N/O
Buyer's nominee).  When the remaining principal balance of the
Debenture declines to less than $100,000, Buyer shall immediately
send via wire an additional $500,000 of the Purchase Price. When the
remaining principal balance of the Debenture once again declines to
less than $100,000, Buyer shall immediately send via wire the
remaining $500,000 of the Purchase Price.

II.  BUYER'S REPRESENTATIONS AND WARRANTIES

     Buyer represents and warrants to and covenants and agrees with the
Company as follows:

     A.  Buyer is purchasing the Debenture and the Common Stock
issuable upon conversion or redemption of the Debenture (the
"Conversion Shares" and, collectively with the Debenture and the
Warrant Shares, the "Securities") for its own account, for investment
purposes only and not with a view towards or in connection with the
public sale or distribution thereof in violation of the Securities Act.

     B.  Buyer is (i) an "accredited investor" within the meaning of
Rule 501 of Regulation D under the Securities Act, (ii) experienced
in making investments of the kind contemplated by this Agreement,
(iii) capable, by reason of its business and financial experience, of
evaluating the relative merits and risks of an investment in the
Securities, and (iv) able to afford the loss of its investment in the
Securities.

     C.  Buyer understands that the Securities are being offered and
sold by the Company in reliance on an exemption from the registration
requirements of the Securities Act and equivalent state securities
and "blue sky" laws, and that the Company is relying upon the
accuracy of, and Buyer's compliance with, Buyer's representations,
warranties and covenants set forth in this Agreement to determine the
availability of such exemption and the eligibility of Buyer to
purchase the Securities;

     D.  Buyer understands that the Securities have not been
approved or disapproved by the Securities and Exchange Commission
(the "Commission") or any state or provincial securities commission.

     E.  This Agreement has been duly and validly authorized,
executed and delivered by Buyer and is a valid and binding agreement
of Buyer enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and except as rights to indemnity and
contribution may be limited by federal or state securities laws or
the public policy underlying such laws.

III.  THE COMPANY'S REPRESENTATIONS

The Company represents and warrants to Buyer that:

     A.  Capitalization.

        1.  The authorized capital stock of the Company consists
of nine hundred million (900,000,000) shares of Common Stock of which
six hundred fifty million seven hundred one thousand six hundred five
(650,701,605) shares are issued and outstanding as of the date hereof
and are fully paid and nonassessable.  The amount, exercise,
conversion or subscription price and expiration date for each
outstanding option and other security or agreement to purchase shares
of Common Stock is accurately set forth on Schedule III.A.1.

        2.  The Conversion Shares and the Warrant Shares have been
duly and validly authorized and reserved for issuance by the Company,
and, when issued by the Company upon conversion of the Debenture,
will be duly and validly issued, fully paid and nonassessable and
will not subject the holder thereof to personal liability by reason
of being such holder.

        3.  Except as disclosed on Schedule III.A.3., there are no
preemptive, subscription, "call," right of first refusal or other
similar rights to acquire any capital stock of the Company or other
voting securities of the Company that have been issued or granted to
any person and no other obligations of the Company to issue, grant,
extend or enter into any security, option, warrant, "call," right,
commitment, agreement, arrangement or undertaking with respect to any
of their respective capital stock.

     B.  Organization; Reporting Company Status.

        1.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state or
jurisdiction in which it is incorporated and is duly qualified as a
foreign corporation in all jurisdictions in which the failure so to
qualify would reasonably be expected to have a material adverse
effect on the business, properties, prospects, condition (financial
or otherwise) or results of operations of the Company or on the
consummation of any of the transactions contemplated by this
Agreement (a "Material Adverse Effect").

        2.  The Company is subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  The Common Stock is traded on the OTC Bulletin Board service
of the National Association of Securities Dealers, Inc. ("OTCBB") and
the Company has not received any notice regarding, and to its
knowledge there is no threat of, the termination or discontinuance of
the eligibility of the Common Stock for such trading.

     C.  Authorization.  The Company (i) has duly and validly
authorized and reserved for issuance shares of Common Stock, which is
a number sufficient for the conversion of the Debenture and the
exercise of the Conversion Warrant and (ii) at all times from and
after the date hereof shall have a sufficient number of shares of
Common Stock duly and validly authorized and reserved for issuance to
satisfy the conversion of the Debenture in full and the exercise of
the Conversion Warrant.  The Company understands and acknowledges the
potentially dilutive effect on the Common Stock of the issuance of
the Conversion Shares and the Warrant Shares.  The Company further
acknowledges that its obligation to issue Conversion Shares upon
conversion of the Debenture and the exercise of the Conversion
Warrant and the Initial Warrant in accordance with this Agreement is
absolute and unconditional regardless of the dilutive effect that
such issuance may have on the ownership interests of other
stockholders of the Company and notwithstanding the commencement of
any case under 11 U.S.C. Sec. 101 et seq. (the "Bankruptcy Code").  In
the event the Company is a debtor under the Bankruptcy Code, the
Company hereby waives to the fullest extent permitted any rights to
relief it may have under 11 U.S.C. Sec 362 in respect of the conversion
of the Debenture.  The Company agrees, without cost or expense to
Buyer, to take or consent to any and all action necessary to
effectuate relief under 11 U.S.C. Sec. 362.

     D.  Authority; Validity and Enforceability.  The Company has
the requisite corporate power and authority to enter into the
Documents (as such term is hereinafter defined) and to perform all of
its obligations hereunder and thereunder (including the issuance,
sale and delivery to Buyer of the Securities).  The execution,
delivery and performance by the Company of the Documents and the
consummation by the Company of the transactions contemplated hereby
and thereby (including, without limitation, the issuance of the
Debenture and the issuance and reservation for issuance of the
Conversion Shares and the Warrant Shares) have been duly and validly
authorized by all necessary corporate action on the part of the
Company.  Each of the Documents has been duly and validly executed
and delivered by the Company and each Document constitutes a valid
and binding obligation of the Company enforceable against it in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and
except as rights to indemnity and contribution may be limited by
federal or state securities laws or the public policy underlying such
laws.  The Securities have been duly and validly authorized for
issuance by the Company and, when executed and delivered by the
Company, will be valid and binding obligations of the Company
enforceable against it in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally.  For purposes of this Agreement, the
term "Documents" means (i) this Agreement; (ii) the Registration
Rights Agreement dated as of even date herewith between the Company
and Buyer,  (iii) the Debenture; and (iv) the Conversion Warrant.

     E.  Validity of Issuance of the Securities.  The Debenture, the
Conversion Shares upon their issuance in accordance with the
Debenture, and the Warrant Shares will be validly issued and
outstanding, fully paid and nonassessable, and not subject to any
preemptive rights, rights of first refusal, tag-along rights, drag-
along rights or other similar rights.

     F.  Non-contravention.  The execution and delivery by the
Company of the Documents, the issuance of the Securities, and the
consummation by the Company of the other transactions contemplated
hereby and thereby do not, and compliance with the provisions of this
Agreement and other Documents will not, conflict with, or result in
any violation of, or default (with or without notice or lapse of
time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of a material
benefit under, or result in the creation of any Lien (as such term is
hereinafter defined) upon any of the properties or assets of the
Company or any of its Subsidiaries under, or result in the
termination of, or require that any consent be obtained or any notice
be given with respect to (i) the Articles or Certificate of
Incorporation or By-Laws of the Company or the comparable charter or
organizational documents of any of its Subsidiaries, in each case as
amended to the date of this Agreement, (ii) any loan or credit
agreement, Debenture, bond, mortgage, indenture, lease, contract or
other agreement, instrument or permit applicable to the Company or
any of its Subsidiaries or their respective properties or assets or
(iii) any Law (as such term is hereinafter defined) applicable to, or
any judgment, decree or order of any court or government body having
jurisdiction over, the Company or any of its Subsidiaries or any of
their respective properties or assets.

     G.  Approvals.  No authorization, approval or consent of any
court or public or governmental authority is required to be obtained
by the Company for the issuance and sale of the Securities to Buyer
as contemplated by this Agreement, except such authorizations,
approvals and consents as have been obtained by the Company prior to
the date hereof.

     H.  Commission Filings.  The Company has properly filed with
the Commission all reports, proxy statements, forms and other
documents required to be filed with the Commission under the
Securities Act and the Exchange Act since becoming subject to such
Acts (the "Commission Filings").  As of their respective dates, (i)
the Commission Filings complied in all material respects with the
requirements of the Securities Act or the Exchange Act, as the case
may be, and the rules and regulations of the Commission promulgated
thereunder applicable to such Commission Filings and (ii) none of the
Commission Filings contained at the time of its filing any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.  The financial statements of the Company
included in the Commission Filings, as of the dates of such
documents, were true and complete in all material respects and
complied with applicable accounting requirements and the published
rules and regulations of the Commission with respect thereto, were
prepared in accordance with generally accepted accounting principles
in the United States ("GAAP") (except in the case of unaudited
statements permitted by Form 10-Q under the Exchange Act) applied on
a consistent basis during the periods involved (except as may be
indicated in the notes thereto) and fairly presented the consolidated
financial position of the Company and its Subsidiaries as of the
dates thereof and the consolidated results of their operations and
cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments that in
the aggregate are not material and to any other adjustment described
therein).

     I.  Full Disclosure.  There is no fact known to the Company
(other than general economic or industry conditions known to the
public generally) that has not been fully disclosed in the Commission
Filings that (i) reasonably could be expected to have a Material
Adverse Effect or (ii) reasonably could be expected to materially and
adversely affect the ability of the Company to perform its
obligations pursuant to the Documents.

     J.  Absence of Events of Default.  No "Event of Default" (as
defined in any agreement or instrument to which the Company is a
party) and no event which, with notice, lapse of time or both, would
constitute an Event of Default (as so defined), has occurred and is
continuing.

     K.  Securities Law Matters.  Assuming the accuracy of the
representations and warranties of Buyer set forth in Article II, the
offer and sale by the Company of the Securities is exempt from (i)
the registration and prospectus delivery requirements of the
Securities Act and the rules and regulations of the Commission
thereunder and (ii) the registration and/or qualification provisions
of all applicable state and provincial securities and "blue sky"
laws.  The Company shall not directly or indirectly take, and shall
not permit any of its directors, officers or Affiliates directly or
indirectly to take, any action (including, without limitation, any
offering or sale to any person or entity of any security similar to
the Debenture) which will make unavailable the exemption from
Securities Act registration being relied upon by the Company for the
offer and sale to Buyer of the Debenture, the Conversion Shares and
the Warrant Shares as contemplated by this Agreement.  No form of
general solicitation or advertising has been used or authorized by
the Company or any of its officers, directors or Affiliates in
connection with the offer or sale of the Debenture (and the
Conversion Shares) as contemplated by this Agreement or any other
agreement to which the Company is a party.

     L.  Registration Rights.  Except as set forth on
Schedule III.L, no Person has, and as of the Closing (as such term
is hereinafter defined), no Person shall have, any demand, "piggy-
back" or other rights to cause the Company to file any registration
statement under the Securities Act relating to any of its securities
or to participate in any such registration statement.

     M.  Interest.  The timely payment of interest on the Debenture
is not prohibited by the Articles or Certificate of Incorporation or
By-Laws of the Company, in each case as amended to the date of this
Agreement, or any agreement, contract, document or other undertaking
to which the Company is a party.

     N.  No Misrepresentation.  No representation or warranty of the
Company contained in this Agreement or any of the other Documents,
any schedule, annex or exhibit hereto or thereto or any agreement,
instrument or certificate furnished by the Company to Buyer pursuant
to this Agreement contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.

     O.  Finder's Fee.  There is no finder's fee, brokerage
commission or like payment in connection with the transactions
contemplated by this Agreement for which Buyer is liable or
responsible.

IV.  CERTAIN COVENANTS AND ACKNOWLEDGMENTS

     A.  Filings.  The Company shall make all necessary Commission
Filings and "blue sky" filings required to be made by the Company in
connection with the sale of the Securities to Buyer as required by
all applicable Laws, and shall provide a copy thereof to Buyer
promptly after such filing.

     B.  Reporting Status.  So long as Buyer beneficially owns any
of the Securities, the Company shall timely file all reports required
to be filed by it with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act.

     C.  Listing.  Except to the extent the Company lists its Common
Stock on The New York Stock Exchange, The American Stock Exchange or
The Nasdaq Stock Market, the Company shall use its best efforts to
maintain its listing of the Common Stock on OTCBB.  If the Common
Stock is delisted from OTCBB, the Company will use its best efforts
to list the Common Stock on the most liquid national securities
exchange or quotation system that the Common Stock is qualified to be
listed on.

     D.  Reserved Conversion Common Stock.  The Company at all times
from and after the date hereof shall have such number of shares of
Common Stock duly and validly authorized and reserved for issuance as
shall be sufficient for the conversion in full of the Debenture and
the exercise of the Conversion Warrant.

     E.  Information.  Each of the parties hereto acknowledges and
agrees that Buyer shall not be provided with, nor be given access to,
any material non-public information relating to the Company.

     F.  Accounting and Reserves.  The Company shall maintain a
standard and uniform system of accounting and shall keep proper books
and records and accounts in which full, true, and correct entries
shall be made of its transactions, all in accordance with GAAP
applied on consistent basis through all periods, and shall set aside
on such books for each fiscal year all such reserves for
depreciation, obsolescence, amortization, bad debts and other
purposes in connection with its operations as are required by such
principles so applied.

     G.  Transactions with Affiliates.  So long as the Debenture is
outstanding, neither the Company nor any of its Subsidiaries shall,
directly or indirectly, enter into any material transaction or
agreement with any stockholder, officer, director or Affiliate of the
Company or family member of any officer, director or Affiliate of the
Company, unless the transaction or agreement is (i) reviewed and
approved by a majority of Disinterested Directors (as such term is
hereinafter defined) and (ii) on terms no less favorable to the
Company or the applicable Subsidiary than those obtainable from a
nonaffiliated person.  A "Disinterested Director" shall mean a
director of the Company who is not and has not been an officer or
employee of the Company and who is not a member of the family of,
controlled by or under common control with, any such officer or
employee.

     H.  Certain Restrictions.  So long as the Debenture is
outstanding, no dividends shall be declared or paid or set apart for
payment nor shall any other distribution be declared or made upon any
capital stock of the Company, nor shall any capital stock of the
Company be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of shares of Common Stock
made for purposes of an employee incentive or benefit plan (including
a stock option plan) of the Company or pursuant to any of the
security agreements listed on Schedule III.A, for any consideration
by the Company, directly or indirectly, nor shall any moneys be paid
to or made available for a sinking fund for the redemption of any
Common Stock of any such stock.

     I.  Short Selling.  So long as the Debenture is outstanding,
Buyer agrees and covenants on its behalf and on behalf of its
affiliates that neither Buyer nor its affiliates shall at any time
engage in any short sales with respect to the Company's Common Stock,
or sell put options or similar instruments with respect to the
Company's Common Stock.

V.  ISSUANCE OF COMMON STOCK

     A.  The Company undertakes and agrees that no instruction other
than the instructions referred to in this Article V and customary
stop transfer instructions prior to the registration and sale of the
Common Stock pursuant to an effective Securities Act registration
statement shall be given to its transfer agent for the Conversion
Shares and the Warrant Shares and that the Conversion Shares and the
Warrant Shares shall otherwise be freely transferable on the books
and records of the Company as and to the extent provided in this
Agreement, the Registration Rights Agreement and applicable law.
Nothing contained in this Section V.A. shall affect in any way
Buyer's obligations and agreement to comply with all applicable
securities laws upon resale of such Common Stock.

     B.  Buyer shall have the right to convert the Debenture and
exercise the Warrant by telecopying an executed and completed
Conversion Notice (as such term is defined in the Debenture) or
Warrant Notice of Exercise (as such term is defined in the Warrant)
to the Company.  Each date on which a Conversion Notice or Warrant
Notice of Exercise is telecopied to and received by the Company in
accordance with the provisions hereof shall be deemed a Conversion
Date (as such term is defined in the Debenture).  The Company shall
cause the transfer agent to transmit the certificates evidencing the
Common Stock issuable upon conversion of the Debenture (together with
a new debenture, if any, representing the principal amount of the
Debenture not being so converted) or exercise of the Warrant
(together with a new Warrant, if any, representing the amount of the
Warrant not being so exercised) to Buyer via express courier, or if a
Registration Statement covering the Common Stock has been declared
effective by the SEC by electronic transfer, within three (3)
business days after receipt by the Company of the Conversion Notice
or Warrant Notice of Exercise (the "Delivery Date").

     C.  Upon the conversion of the Debenture or exercise of the
Warrant or part thereof, the Company shall, at its own cost and
expense, take all necessary action (including the issuance of an
opinion of counsel) to assure that the Company's transfer agent shall
issue stock certificates in the name of Buyer (or its nominee) or
such other persons as designated by Buyer and in such denominations
to be specified at conversion representing the number of shares of
common stock issuable upon such conversion or exercise. The Company
warrants that the Conversion Shares and Warrant Shares will be
unlegended, free-trading, and freely transferable, and will not
contain a legend restricting the resale or transferability of the
Company Common Stock provided the Conversion Shares and Warrant
Shares are being sold pursuant to an effective registration statement
covering the Common Stock to be sold or is otherwise exempt from
registration when sold.

     D.  The Company understands that a delay in the delivery of the
Common Stock in the form required pursuant to this section, or the
Mandatory Redemption Amount described in Section E hereof, beyond the
Delivery Date or Mandatory Redemption Payment Date (as hereinafter
defined) could result in economic loss to the Buyer. As compensation
to the Buyer for such loss, the Company agrees to pay late payments
to the Buyer for late issuance of Common Stock in the form required
pursuant to Section C hereof upon Conversion of the Debenture or late
payment of the Mandatory Redemption Amount, in the amount of $100 per
business day after the Delivery Date or Mandatory Redemption Payment
Date, as the case may be, for each $10,000 of Debenture principal
amount being converted or redeemed. The Company shall pay any
payments incurred under this Section in immediately available funds
upon demand. Furthermore, in addition to any other remedies which may
be available to the Buyer, in the event that the Company fails for
any reason to effect delivery of the Common Stock by the Delivery
Date or make payment by the Mandatory Redemption Payment Date, the
Buyer will be entitled to revoke all or part of the relevant Notice
of Conversion or rescind all or part of the notice of Mandatory
Redemption by delivery of a notice to such effect to the Company
whereupon the Company and the Buyer shall each be restored to their
respective positions immediately prior to the delivery of such
notice, except that late payment charges described above shall be
payable through the date notice of revocation or rescission is given
to the Company.

     E.  Mandatory Redemption. In the event the Company is
prohibited from issuing Common Stock, or fails to timely deliver
Common Stock on a Delivery Date, or upon the occurrence of an Event
of Default (as defined in the Debenture) or for any reason other than
pursuant to the limitations set forth herein, or upon the occurrence
of an Event of Default as defined in the Debenture, then at the
Buyer's election, the Company must pay to the Buyer ten (10) business
days after request by the Buyer or on the Delivery Date (if requested
by the Buyer) a sum of money determined by multiplying up to the
outstanding principal amount of the Debenture designated by the Buyer
by 130%, together with accrued but unpaid interest thereon
("Mandatory Redemption Payment"). The Mandatory Redemption Payment
must be received by the Buyer on the same date as the Company Common
Stock otherwise deliverable or within ten (10) business days after
request, whichever is sooner ("Mandatory Redemption Payment Date").
Upon receipt of the Mandatory Redemption Payment, the corresponding
Debenture principal and interest will be deemed paid and no longer
outstanding.

     F.   Buy-In.  In addition to any other rights available to the
Buyer, if the Company fails to deliver to the Buyer such Common Stock
issuable upon conversion of a Debenture or exercise of a Warrant by
the Delivery Date and if ten (10) days after the Delivery Date the
Buyer purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Buyer of
the Common Stock which the Buyer anticipated receiving upon such
conversion (a "Buy-In"), then the Company shall pay in cash to the
Buyer (in addition to any remedies available to or elected by the
Buyer) the amount by which (A) the Buyer's total purchase price
(including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (B) the aggregate principal and/or
interest amount of the Debenture or Warrant for which such conversion
or exercise was not timely honored, together with interest thereon at
a rate of 15% per annum, accruing until such amount and any accrued
interest thereon is paid in full (which amount shall be paid as
liquidated damages and not as a penalty). For example, if the Buyer
purchases shares of Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted conversion of
$10,000 of Debenture or Warrant principal and/or interest, the
Company shall be required to pay the Buyer $1,000, plus interest. The
Buyer shall provide the Company written notice indicating the amounts
payable to the Buyer in respect of the Buy-In.

     G.  The Securities shall be delivered by the Company to the
Buyer pursuant to Section I.B. hereof on a "delivery-against-payment
basis" at the Closing.

VI.  CLOSING DATE

     The Closing shall occur by the delivery: (i) to the Buyer of the
certificate evidencing the Debenture and all other Agreements, and
(ii) to the Company the Purchase Price.

VII.  CONDITIONS TO THE COMPANY'S OBLIGATIONS

     Buyer understands that the Company's obligation to sell the
Debenture on the Closing Date to Buyer pursuant to this Agreement is
conditioned upon:

     A.  Delivery by Buyer to the Company of the Initial Purchase
Price;

     B.  The accuracy on the Closing Date of the representations and
warranties of Buyer contained in this Agreement as if made on the
Closing Date (except for representations and warranties which, by
their express terms, speak as of and relate to a specified date, in
which case such accuracy shall be measured as of such specified date)
and the performance by Buyer in all material respects on or before
the Closing Date of all covenants and agreements of Buyer required to
be performed by it pursuant to this Agreement on or before the
Closing Date; and

     C.  There shall not be in effect any Law or order, ruling,
judgment or writ of any court or public or governmental authority
restraining, enjoining or otherwise prohibiting any of the
transactions contemplated by this Agreement.

VIII.  CONDITIONS TO BUYER'S OBLIGATIONS

     The Company understands that Buyer's obligation to purchase the
Securities on the Closing Date pursuant to this Agreement is
conditioned upon:

     A.  Delivery by the Company of the Debenture, the Conversion
Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's
nominee);

     B.  The accuracy on the Closing Date of the representations and
warranties of the Company contained in this Agreement as if made on
the Closing Date (except for representations and warranties which, by
their express terms, speak as of and relate to a specified date, in
which case such accuracy shall be measured as of such specified date)
and the performance by the Company in all respects on or before the
Closing Date of all covenants and agreements of the Company required
to be performed by it pursuant to this Agreement on or before the
Closing Date, all of which shall be confirmed to Buyer by delivery of
the certificate of the chief executive officer of the Company to that
effect;

     C.  There not having occurred (i) any general suspension of
trading in, or limitation on prices listed for, the Common Stock on
the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or
any suspension of payments in respect of banks in the United States,
(iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving
the United States or any of its territories, protectorates or
possessions or (iv) in the case of the foregoing existing at the date
of this Agreement, a material acceleration or worsening thereof;

     D.  There not having occurred any event or development, and
there being in existence no condition, having or which reasonably and
foreseeably could have a Material Adverse Effect;

     E.  The Company shall have delivered to Buyer reimbursement of
Buyer's reasonable out-of-pocket costs and expenses incurred in
connection with the transactions contemplated by this Agreement;

     F.  There shall not be in effect any Law, order, ruling,
judgment or writ of any court or public or governmental authority
restraining, enjoining or otherwise prohibiting any of the
transactions contemplated by this Agreement;

     G.  The Company shall have obtained all consents, approvals or
waivers from governmental authorities and third persons necessary for
the execution, delivery and performance of the Documents and the
transactions contemplated thereby, all without material cost to the
Company;

     H.  Buyer shall have received such additional documents,
certificates, payment, assignments, transfers and other deliveries as
it or its legal counsel may reasonably request and as are customary
to effect a closing of the matters herein contemplated;

     I.  Delivery by the Company of an enforceability opinion from
its outside counsel in form and substance satisfactory to Buyer

     J.  Reimbursement of Buyer's legal fees in the amount of
$5,000.

IX.  SURVIVAL; INDEMNIFICATION

     A.  The representations, warranties and covenants made by each
of the Company and Buyer in this Agreement, the annexes, schedules
and exhibits hereto and in each instrument, agreement and certificate
entered into and delivered by them pursuant to this Agreement shall
survive the Closing and the consummation of the transactions
contemplated hereby.  In the event of a breach or violation of any of
such representations, warranties or covenants, the party to whom such
representations, warranties or covenants have been made shall have
all rights and remedies for such breach or violation available to it
under the provisions of this Agreement or otherwise, whether at law
or in equity, irrespective of any investigation made by or on behalf
of such party on or prior to the Closing Date.

     B.  The Company hereby agrees to indemnify and hold harmless
Buyer, its affiliates and their respective officers, directors,
partners and members (collectively, the "Buyer Indemnitees") from and
against any and all losses, claims, damages, judgments, penalties,
liabilities and deficiencies (collectively, "Losses") and agrees to
reimburse Buyer Indemnitees for all out-of-pocket expenses (including
the fees and expenses of legal counsel), in each case promptly as
incurred by Buyer Indemnitees and to the extent arising out of or in
connection with:

        1.  any misrepresentation, omission of fact or breach of
any of the Company's representations or warranties contained in this
Agreement or the other Documents, or the annexes, schedules or
exhibits hereto or thereto or any instrument, agreement or
certificate entered into or delivered by the Company pursuant to this
Agreement or the other Documents;

        2.  any failure by the Company to perform any of its
covenants, agreements, undertakings or obligations set forth in this
Agreement or the other Documents or any instrument, certificate or
agreement entered into or delivered by the Company pursuant to this
Agreement or the other Documents;

        3.  the purchase of the Debenture, the conversion of the
Debenture, the payment of interest on the Debenture, the issuance of
the Warrant Shares, the consummation of the transactions contemplated
by this Agreement and the other Documents, the use of any of the
proceeds of the Purchase Price by the Company, the purchase or
ownership of any or all of the Securities, the performance by the
parties hereto of their respective obligations hereunder and under
the Documents or any claim, litigation, investigation, proceedings or
governmental action relating to any of the foregoing, whether or not
Buyer is a party thereto; or

        4.  resales of the Common Stock by Buyer in the manner and
as contemplated by this Agreement and the Registration Rights
Agreement.

     C.  Buyer hereby agrees to indemnify and hold harmless the
Company, its Affiliates and their respective officers, directors,
partners and members (collectively, the "Company Indemnitees") from
and against any and all Losses, and agrees to reimburse the Company
Indemnitees for all out-of-pocket expenses (including the fees and
expenses of legal counsel), in each case promptly as incurred by the
Company Indemnitees and to the extent arising out of or in connection
with:

        1.  any misrepresentation, omission of fact or breach of
any of Buyer's representations or warranties contained in this
Agreement or the other Documents, or the annexes, schedules or
exhibits hereto or thereto or any instrument, agreement or
certificate entered into or delivered by Buyer pursuant to this
Agreement or the other Documents; or

        2.  any failure by Buyer to perform in any material
respect any of its covenants, agreements, undertakings or obligations
set forth in this Agreement or the other Documents or any instrument,
certificate or agreement entered into or delivered by Buyer pursuant
to this Agreement or the other Documents.

     D.  Promptly after receipt by either party hereto seeking
indemnification pursuant to this Article 0 (an "Indemnified Party")
of written notice of any investigation, claim, proceeding or other
action in respect of which indemnification is being sought (each, a
"Claim"), the Indemnified Party promptly shall notify the party
against whom indemnification pursuant to this Article 0 is being
sought (the "Indemnifying Party") of the commencement thereof, but
the omission so to notify the Indemnifying Party shall not relieve it
from any liability that it otherwise may have to the Indemnified
Party except to the extent that the Indemnifying Party is materially
prejudiced and forfeits substantive rights or defenses by reason of
such failure.  In connection with any Claim as to which both the
Indemnifying Party and the Indemnified Party are parties, the
Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding the assumption of the defense of any Claim by the
Indemnifying Party, the Indemnified Party shall have the right to
employ separate legal counsel and to participate in the defense of
such Claim, and the Indemnifying Party shall bear the reasonable
fees, out-of-pocket costs and expenses of such separate legal counsel
to the Indemnified Party if (and only if): (x) the Indemnifying Party
shall have agreed to pay such fees, out-of-pocket costs and expenses,
(y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the
Indemnifying Party by the same legal counsel would not be appropriate
due to actual or, as reasonably determined by legal counsel to the
Indemnified Party, potentially differing interests between such
parties in the conduct of the defense of such Claim, or if there may
be legal defenses available to the Indemnified Party that are in
addition to or disparate from those available to the Indemnifying
Party or (z) the Indemnifying Party shall have failed to employ legal
counsel reasonably satisfactory to the Indemnified Party within a
reasonable period of time after notice of the commencement of such
Claim.  If the Indemnified Party employs separate legal counsel in
circumstances other than as described in clauses (x), (y) or (z)
above, the fees, costs and expenses of such legal counsel shall be
borne exclusively by the Indemnified Party.  Except as provided
above, the Indemnifying Party shall not, in connection with any Claim
in the same jurisdiction, be liable for the fees and expenses of more
than one firm of legal counsel for the Indemnified Party (together
with appropriate local counsel).  The Indemnifying Party shall not,
without the prior written consent of the Indemnified Party (which
consent shall not unreasonably be withheld), settle or compromise any
Claim or consent to the entry of any judgment that does not include
an unconditional release of the Indemnified Party from all
liabilities with respect to such Claim or judgment.

     E.  In the event one party hereunder should have a claim for
indemnification that does not involve a claim or demand being
asserted by a third party, the Indemnified Party promptly shall
deliver notice of such claim to the Indemnifying Party.  If the
Indemnified Party disputes the claim, such dispute shall be resolved
by mutual agreement of the Indemnified Party and the Indemnifying
Party or by binding arbitration conducted in accordance with the
procedures and rules of the American Arbitration Association.
Judgment upon any award rendered by any arbitrators may be entered in
any court having competent jurisdiction thereof.

X.  GOVERNING LAW

     This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California, without regard
to the conflicts of law principles of such state.

XI.  SUBMISSION TO JURISDICTION

     Each of the parties hereto consents to the exclusive
jurisdiction of the federal courts whose districts encompass any part
of the City of San Diego or the state courts of the State of
California sitting in the City of San Diego in connection with any
dispute arising under this Agreement and the other Documents.  Each
party hereto hereby irrevocably and unconditionally waives, to the
fullest extent it may effectively do so, any defense of an
inconvenient forum or improper venue to the maintenance of such
action or proceeding in any such court and any right of jurisdiction
on account of its place of residence or domicile.  Each party hereto
irrevocably and unconditionally consents to the service of any and
all process in any such action or proceeding in such courts by the
mailing of copies of such process by registered or certified mail
(return receipt requested), postage prepaid, at its address specified
in Article XVII.  Each party hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner
provided by law.

XII.  WAIVER OF JURY TRIAL

     TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT AND OTHER DOCUMENTS.  EACH PARTY HERETO (i) CERTIFIES THAT
NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS HEREIN.

XIII.  COUNTERPARTS; EXECUTION

     This Agreement may be executed in counterparts, each of which
when so executed and delivered shall be an original, but both of
which counterparts shall together constitute one and the same
instrument.  A facsimile transmission of this signed Agreement shall
be legal and binding on both parties hereto.

XIV.  HEADINGS

     The headings of this Agreement are for convenience of reference
and shall not form part of, or affect the interpretation of, this
Agreement.

XV.  SEVERABILITY

     In the event any one or more of the provisions contained in this
Agreement or in the other Documents should be held invalid, illegal
or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or
therein shall not in any way be affected or impaired thereby.  The
parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions,
the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.

XVI.  ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

     This Agreement and the Documents constitute the entire agreement
between the parties hereto pertaining to the subject matter hereof
and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of such parties.  No
supplement, modification or waiver of this Agreement shall be binding
unless executed in writing by both parties.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise
expressly provided.

XVII  NOTICES

     Except as may be otherwise provided herein, any notice or other
communication or delivery required or permitted hereunder shall be in
writing and shall be delivered personally, or sent by telecopier
machine or by a nationally recognized overnight courier service, and
shall be deemed given when so delivered personally, or by telecopier
machine or overnight courier service as follows:

     A.  if to the Company, to:

         GameZnFlix, Inc.
         1535 Blackjack Road
         Franklin, Kentucky 42134
         Telephone:  270-598-0385
         Facsimile:  270-778-0025

     B.  if to Buyer, to:

         Golden Gate Investors, Inc.
         7817 Herschel Avenue, Suite 200
         La Jolla, California 92037
         Telephone:  858-551-8789
         Facsimile:  858-551-8779

The Company or Buyer may change the foregoing address by notice given
pursuant to this Article XVII.

XVIII.  CONFIDENTIALITY

     Each of the Company and Buyer agrees to keep confidential and
not to disclose to or use for the benefit of any third party the
terms of this Agreement or any other information which at any time is
communicated by the other party as being confidential without the
prior written approval of the other party; provide, however, that
this provision shall not apply to information which, at the time of
disclosure, is already part of the public domain (except by breach of
this Agreement) and information which is required to be disclosed by
law (including, without limitation, pursuant to Item 601(b)(10) of
Regulation S-K under the Securities Act and the Exchange Act).

XIX.  ASSIGNMENT

     This Agreement shall not be assignable by either of the parties
hereto.

     IN WITNESS WHEREOF, the parties hereto have duly caused this
Agreement to be executed and delivered on the date first above written.


GameZnFlix, Inc.                       Golden Gate Investors, Inc.



By: /s/  John Fleming                  By: /s/  Travis W. Hoff
John Fleming                           Travis W. Hoff
Title: Chief Executive Officer         Title: Portfolio Manager

EX-4.2

                               EX-4.2

                  WARRANT TO PURCHASE COMMON STOCK

                  WARRANT TO PURCHASE COMMON STOCK
                      (CONVERSION WARRANTS)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED NEITHER THE WARRANT NOR
THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT MUST
BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION
PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN
THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER.

Issuer:  GameZnFlix, Inc.
Class of Stock: Common Stock
Issue Date:  November 11, 2004
Expiration Date: November 11, 2007

THIS WARRANT TO PURCHASE COMMON STOCK is being issued pursuant
to that certain Securities Purchase Agreement dated as of the date
hereof (the "Purchase Agreement") between GameZnFlix, Inc., a Nevada
corporation (the "Company") and Golden Gate Investors, Inc. ("Holder").

     1.1  Warrants.  The Company hereby grants to Holder the right to
purchase 15,000,000 shares of the Company's Common Stock (the
"Shares" or "Warrant Shares"). This Warrant is exercisable
concurrently with, and not subsequent to, the issuance of a
Conversion Notice under the Debenture. The date that the Holder
issues a Conversion Notice under the Debenture is hereafter referred
to as the "Conversion Date."  Defined terms not defined herein shall
have the meanings ascribed to them in the Debenture or the Purchase
Agreement.

     This Warrant shall expire and Holder shall no longer be able to
purchase the Warrant Shares on the Expiration Date.

                                ARTICLE 2
                                EXERCISE

     2.1  Method of Exercise.  Holder may exercise this Warrant by
delivering a duly executed Warrant Notice of Exercise in
substantially the form attached as Appendix 1 to the principal office
of the Company.

     2.2  Delivery of Certificate and New Warrant.  As promptly as
practicable after the receipt of the Warrant Notice of Exercise, but
in any event not more than three (3) Business Days after the
Company's receipt of the Warrant Notice of Exercise, the Company
shall issue the Shares and cause to be mailed for delivery by
overnight courier, or if a Registration Statement covering the Shares
has been declared effective by the SEC cause to be electronically
transferred, to Holder a certificate representing the Shares acquired
and, if this Warrant has not been fully exercised and has not
expired, a new Warrant substantially in the form of this Warrant
representing the right to acquire the portion of the Shares not so
acquired.

     2.3  Replacement of Warrants.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of
mutilation, or surrender and cancellation of this Warrant, the
Company at its expense shall execute and deliver, in lieu of this
Warrant, a new warrant of like tenor.

     2.4  Exercise Price.  The Exercise Price of this Warrant shall
be $1.00.

     2.5  Cashless Exercise.  Notwithstanding anything to the
contrary contained in this Warrant, if the resale of the Warrant
Shares by Holder is not then registered pursuant to an effective
Registration Statement, upon the expiration of one year from the
Issue Date, this Warrant may be exercised by presentation and
surrender of this Warrant to the Company at its principal executive
offices with a written notice of Holder's intention to effect a
cashless exercise, including a calculation of the number of shares of
Common Stock to be issued upon such exercise in accordance with the
terms hereof ( a "Cashless Exercise"). In the event of a Cashless
Exercise, in lieu of paying the Exercise Price in cash, Holder shall
surrender this Warrant for that number of shares of Common Stock
determined by multiplying the number of Warrant Shares to which it
otherwise would be entitled by a fraction, the numerator of which
shall be the difference between the then current Market Price per
share of the Common Stock and the Exercise Price, and the denominator
or which shall be the then current Market Price per share of Common Stock.

                                ARTICLE 3
                         ADJUSTMENT TO THE SHARES

     The number of Shares purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from
time to time upon the occurrence of certain events, as follows:

     3.1  Reclassification.  In case of any reclassification or
change of outstanding securities of the class issuable upon exercise
of this Warrant then, and in any such case, the Holder, upon the
exercise hereof at any time after the consummation of such
reclassification or change, shall be entitled to receive in lieu of
each Share theretofore issuable upon exercise of this Warrant, the
kind and amount of shares of stock, other securities, money and/or
property received upon such reclassification or change by a holder of
one Share.  The provisions of this Section 2.1 shall similarly apply
to successive reclassifications or changes.

     3.2  Subdivision or Combination of Shares.  If the Company at
any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its Shares, the Exercise Price shall be
proportionately decreased in the case of a subdivision or increased
in the case of a combination.

     3.3  Stock Dividends.  If the Company, at any time while this
Warrant is outstanding shall pay a dividend with respect to its
Shares payable in Shares, or make any other distribution of Shares
with respect to Shares (except any distribution specifically provided
for in Section 2.1 and Section 2.2 above), then the Exercise Price
shall be adjusted, effective from and after the date of determination
of shareholders entitled to received such dividend or distribution,
to that price determined by multiplying the Exercise Price in effect
immediately prior to such date of determination by a fraction, (a)
the numerator of which shall be the total number of Shares
outstanding immediately prior to such dividend or distribution, and
(b) the denominator of which shall be the total number of Shares
outstanding immediately after such dividend or distribution.

     3.4  Non-Cash Dividends.  If the Company at any time while this
Warrant is outstanding shall pay a dividend with respect to Shares
payable in securities other than Shares or other non-cash property,
or make any other distribution of such securities or property with
respect to Shares (except any distribution specifically provided for
in Section 2.1 and Section 2.2 above), then this Warrant shall
represent the right to acquire upon exercise of this Warrant such
securities or property which a holder of Shares would have been
entitled to receive upon such dividend or distribution, without the
payment by the Holder of any additional consideration for such
securities or property.

     3.5  Effect of Reorganization and Asset Sales.  If any (i)
reorganization or reclassification of the Common Stock (ii)
consolidation or merger of the Company with or into another
corporation, or (iii) sale or all or substantially all of the
Company's operating assets to another corporation followed by a
liquidation of the Company (any such transaction shall be referred to
herein as an "Event"), is effected in such a way that holders of
common Stock are  entitled to receive securities and/or assets as a
result of their Common Stock ownership, the Holder, upon exercise of
this Warrant, shall be entitled to receive such shares of stock
securities or assets which the Holder would have received had it
fully exercised this Warrant on or prior the record date for such
Event.  The Company shall not merge into or consolidate with another
corporation or sell all of its assets to another corporation for a
consideration consisting primarily of securities of such corporation,
unless the successor or acquiring corporation, as the case may be,
shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of this Warrant
to be performed or observed by the Company and all of the obligations
and liabilities hereunder, subject to such modification as shall be
necessary to provide for adjustments which shall be as nearly
equivalent as practicable to the adjustments provided for in this
Section 2.  The foregoing provisions shall similarly apply to
successive mergers, consolidations or sales of assets.

     3.6  Adjustment of Number of Shares.  Upon each adjustment in
the Exercise Price, the number of Shares shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the
number of Shares, purchasable immediately prior to such adjustment by
a fraction, the numerator of which shall be the Exercise Price
immediately prior to such adjustment and the denominator of which
shall be the Exercise Price immediately thereafter.

     3.7  No Impairment.  The Company shall not, by amendment of its
articles of incorporation or through a reorganization, transfer of
assets, consolidation, merger, dissolution, issue, or sale of
securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed under this Warrant by the Company, but shall at all times
in good faith assist in carrying out all of the provisions of this
Warrant and in taking all such action as may be reasonably necessary
or appropriate to protect Holder's rights hereunder against
impairment.  If the Company takes any action affecting its Common
Stock other than as described above that adversely affects Holder's
rights under this Warrant, the Exercise Price shall be adjusted
downward and the number of Shares issuable upon exercise of this
Warrant shall be adjusted upward in such a manner that the aggregate
Exercise Price of this Warrant is unchanged.

     3.8  Fractional Shares.  No fractional Shares shall be issuable
upon the exercise of this Warrant, and the number of Shares to be
issued shall be rounded down to the nearest whole Share.

     3.9  Certificate as to Adjustments.  Upon any adjustment of the
Exercise Price, the Company, at its expense, shall compute such
adjustment and furnish Holder with a certificate of its Chief
Financial Officer setting forth such adjustment and the facts upon
which such adjustment is based.  The Company shall, upon written
request, furnish Holder a certificate setting forth the Exercise
Price in effect upon the date thereof and the series of adjustments
leading to such Exercise Price.

     3.10  No Rights of Shareholders.  This Warrant does not entitle
Holder to any voting rights or any other rights as a shareholder of
the Company prior to the exercise of Holder's right to purchase
Shares as provided herein.

                            ARTICLE 4
           REPRESENTATIONS AND COVENANTS OF THE COMPANY

     4.1  Representations and Warranties.  The Company hereby
represents and warrants to Holder that all Shares which may be issued
upon the exercise of the purchase right represented by this Warrant,
shall, upon issuance, be duly authorized, validly issued, fully paid
and nonasessable, and free of any liens and encumbrances.

     4.2  Notice of Certain Events.  If the Company proposes at any
time (a) to declare any dividend or distribution upon its Common
Stock, whether in cash, property, stock, or other securities and
whether or not a regular cash dividend; (b) to offer for subscription
pro rata to the holders of any class or series of its stock any
additional shares of stock of any class or series or other rights;
(c) to effect any reclassification or recapitalization of Common
Stock; (d) to merge or consolidate with or into any other
corporation, or sell, lease, license, or convey all or substantially
all of its assets, or to liquidate, dissolve or wind up; or (e) offer
holders of registration rights the opportunity to participate in an
underwritten public offering of the Company's securities for cash,
then, in connection with each such event, the Company shall give
Holder (1) at least 20 days prior written notice of the date on which
a record will be taken for such dividend, distribution, or
subscription rights (and specifying the date on which the holders of
Common Stock will be entitled thereto) or for determining rights to
vote, if any, in respect of the matters referred to in (c) and (d)
above; (2) in the case of the matters referred to in (c) and (d)
above at least 20 days prior written notice of the date when the same
will take place (and specifying the date on which the holders of
Common Stock will be entitled to exchange their Common Stock for
securities or other property deliverable upon the occurrence of such
event); and (3) in the case of the matter referred to in (e) above,
the same notice as is given to the holders of such registration rights.

     4.3  Information Rights.  So long as Holder holds this Warrant
and/or any of the Shares, the Company shall deliver to Holder (a)
promptly after mailing, copies of all notices or other written
communications to the shareholders of the Company, (b) within ninety
(90) days of their availability, the annual audited financial
statements of the Company certified by independent public accountants
of recognized standing, and (c) within forty-five (45) days after the
end of each fiscal quarter or each fiscal year, the Company's
quarterly, unaudited financial statements.

     4.4  Reservation of Warrant Shares.  The Company has reserved
and will keep available, out of the authorized and unissued shares of
Common Stock, the full number of shares sufficient to provide for the
exercise of the rights of purchase represented by this Warrant.

     4.5  Registration Rights. If Holder exercises this Warrant and
purchases some or all of the Shares, Holder shall have the
Registration Rights set forth in that certain Registration Rights
Agreement executed concurrently therewith.

                               ARTICLE 5
             REPRESENTATIONS AND COVENANTS OF THE HOLDER

     5.1  Private Issue.  Holder understands (i) that the Shares
issuable upon exercise of Holder's rights contained in the Warrant
are not registered under the Act or qualified under applicable state
securities laws on the ground that the issuance contemplated by the
Warrant will be exempt from the registration and qualifications
requirements thereof, and (ii) that the Company's reliance on such
exemption is predicated on Holder's representations set forth in this
Article 5.

     5.2  Financial Risk.  Holder has such knowledge and experience
in financial and business matters as to be capable of evaluating the
merits and risks of its investment and has the ability to bear the
economic risks of its investment.

     5.3  Risk of No Registration.  Holder understands that if the
Company does not register with the Securities and Exchange Commission
pursuant to Section 12 of the Act, or file reports pursuant to
Section 15(d), of the Securities Exchange Act of 1934 (the "1934
Act"), or if a registration statement covering the securities under
the Act is not in effect when it desires to sell (i) the right to
purchase Shares pursuant to the Warrant, or (ii) the Shares issuable
upon exercise of the right to purchase, it may be required to hold
such securities for an indefinite period.

     5.4  Accredited Investor.  Holder is an "accredited investor,"
as such term is defined in Regulation D promulgated pursuant to the Act.

                               ARTICLE 6
                             MISCELLANEOUS

     6.1  Term.  This Warrant is exercisable, in whole or in part, at
any time and from time to time on or after the Conversion Date and on
or before the Expiration Date set forth above.

     6.2  Compliance with Securities Laws on Transfer.  This Warrant
may not be transferred or assigned in whole or in part without
compliance with applicable federal and state securities laws by the
transferor and the transferee (including, without limitation, the
delivery of investment representation letters and legal opinions
reasonably satisfactory to the Company, as reasonably requested by
the Company). The Company shall not require Holder to provide an
opinion of counsel if the transfer is to an affiliate of Holder.

     6.3  Transfer Procedure.  Holder shall have the right without
the consent of the Company to transfer or assign in whole or in part
this Warrant and the Shares issuable upon exercise of this Warrant.
Holder agrees that unless there is in effect a registration statement
under the Act covering the proposed transfer of all or part of this
Warrant, prior to any such proposed transfer the Holder shall give
written notice thereof to the Company (a "Transfer Notice").  Each
Transfer Notice shall describe the manner and circumstances of the
proposed transfer in reasonable detail and, if the company so
requests, shall be accompanied by an opinion of legal counsel, in a
form reasonably satisfactory to the Company, to the effect that the
proposed transfer may be effected without registration under the Act;
provided that the Company will not require opinions of counsel for
transactions involving transfers to affiliates or pursuant to
Rule 144 promulgated by the Securities and Exchange Commission under
the act, except in unusual circumstances.

     6.4  Notices, Etc.  All notices and other communications
required or permitted hereunder shall be in writing and shall be
delivered personally, or sent by telecopier machine or by a
nationally recognized overnight courier service, and shall be deemed
given when so delivered personally, or by telecopier machine or
overnight courier service as follows:

if to the Company, to:

GameZnFlix, Inc.
1535 Blackjack Road
Franklin, Kentucky 42134
Telephone:  270-598-0385
Facsimile:  270-778-0025

if to the Holder, to:

Golden Gate Investors, Inc.
7817 Herschel Avenue, Suite 200
La Jolla, CA 92037
Telephone:  858-551-8789
Facsimile:  858-551-8779

or at such other address as the Company shall have furnished to the
Holder.  Each such notice or other communication shall for all
purposes of this agreement be treated as effective or having been
given when delivered if delivered personally, or, if sent by mail, at
the earlier of its receipt or five days after the same has been
deposited in a regularly maintained receptacle for the deposit of the
United States mail, addressed and mailed as aforesaid.

     6.5  Counterparts.  This agreement may be executed in any number
of counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which
together shall constitute one instrument. Facsimile execution shall
be deemed originals.

     6.6  Waiver.  This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.

     6.7  Attorneys Fees.  In the event of any dispute between the
parties concerning the terms and provisions of this Warrant, the
party prevailing in such dispute shall be entitled to collect from
the other party all costs incurred in such dispute, including
reasonable attorneys fees.

     6.8  Governing Law; Jurisdiction.  This Warrant shall be
governed by and construed in accordance with the laws of the State of
California, without giving effect to its principles regarding
conflicts of law. Each of the parties hereto consents to the
jurisdiction of the federal courts whose districts encompass any part
of the City of San Diego or the state courts of the State of
California sitting in the City of San Diego in connection with any
dispute arising under this Warrant and hereby waives, to the maximum
extent permitted by law, any objection including any objection based
on forum non conveniens, to the bringing of any such proceeding in
such jurisdictions.

     6.9  Remedies.  The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder,
by vitiating the intent and purpose of the transactions hereby.
Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Warrant will be inadequate and
agrees, in the event of a breach or threatened breach by the Company
of the provisions of this Warrant, that the Holder shall be entitled,
in addition to all other available remedies at law or in equity, and
in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this
Warrant and to enforce specifically the terms and provisions hereof,
without the necessity of showing economic loss and without any bond
or other security being required.

     IN WITNESS WHEREOF, the parties hereto have duly caused this
Warrant to Purchase Common Stock to be executed and delivered on the
date first above written.


GameZnFlix, Inc.                       Golden Gate Investors, Inc.



By: /s/  John Fleming                  By: /s/  Travis W. Hoff
John Fleming                           Travis W. Hoff
Title: Chief Executive Officer         Title: Portfolio Manager

                                APPENDIX 1
                        WARRANT NOTICE OF EXERCISE

     1.  The undersigned hereby elects to purchase _____ shares of
the Common Stock of GameZnFlix, Inc. pursuant to the terms of the
Warrant to Purchase Common Stock issued by GameZnFlix, Inc. on
November ___, 2004.

     2.  Please issue a certificate or certificates representing
said shares in the name of the undersigned or in such other name as
is specified below:
_____________________
_____________________
_____________________
(Name and Address)

     3.  The undersigned makes the representations and covenants set
forth in Article 5 of the Warrant to Purchase Common Stock.

________________________________
(Signature)
___________________________
(Date)

EX-4.3

                                 EX-4.3

                      REGISTRATION RIGHTS AGREEMENT

                      REGISTRATION RIGHTS AGREEMENT

     Registration Rights Agreement dated as of November 11, 2004
(this "Agreement") by and between GameZnFlix, Inc., a Nevada
corporation, with principal executive offices located at 1535
Blackjack Road, Franklin, Kentucky 42134 (the "Company"), and Golden
Gate Investors, Inc. (the "Initial Investor").

     WHEREAS, upon the terms and subject to the conditions of the
Securities Purchase Agreement dated as of even date herewith, by and
between the Initial Investor and the Company (the "Securities
Purchase Agreement"), the Company has agreed to issue and sell to the
Initial Investor a Convertible Debenture (the "Debenture") of the
Company in the aggregate principal amount of $1,500,000 which, upon
the terms of and subject to the conditions contained therein, is
convertible into shares of the Company's Common Stock (the "Common
Stock"); and

     WHEREAS, to induce the Initial Investor to execute and deliver
the Securities Purchase Agreement, the Company has agreed to provide
with respect to the Common Stock issued upon conversion of the
Debenture and the Warrant Shares certain registration rights under
the Securities Act;

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

     1.  Definitions

     (A)  As used in this Agreement, the following terms shall
have the meanings:

        (1)  "Affiliate" of any specified Person means any
other Person who directly, or indirectly through one or more
intermediaries, is in control of, is controlled by, or is under
common control with, such specified Person.  For purposes of this
definition, control of a Person means the power, directly or
indirectly, to direct or cause the direction of the management and
policies of such Person whether by contract, securities ownership or
otherwise; and the terms "controlling" and "controlled" have the
respective meanings correlative to the foregoing.

        (2)  "Closing Date" means the date of this Agreement.

        (3)  "Commission" means the Securities and Exchange Commission.

        (4)  "Exchange Act" means the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission
thereunder, or any similar successor statute.

        (5)  "Investor" means each of the Initial Investor and
any transferee or assignee of Registrable Securities which agrees to
become bound by all of the terms and provisions of this Agreement in
accordance with Section 8 hereof.

        (6)  "Person" means any individual, partnership,
corporation, limited liability company, joint stock company,
association, trust, unincorporated organization, or a government or
agency or political subdivision thereof.

        (7)  "Prospectus" means the prospectus (including,
without limitation, any preliminary prospectus and any final
prospectus filed pursuant to Rule 424(b) under the Securities Act,
including any prospectus that discloses information previously
omitted from a prospectus filed as part of an effective registration
statement in reliance on Rule 430A under the Securities Act) included
in the Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Securities covered by the Registration
Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such
prospectus and all documents filed after the date of such prospectus
by the Company under the Exchange Act and incorporated by reference
therein.

        (8)  "Public Offering" means an offer registered with
the Commission and the appropriate state securities commissions by
the Company of its Common Stock and made pursuant to the Securities Act.

        (9)  "Registrable Securities" means the Common Stock
issued or issuable (i) upon conversion or redemption of the
Debenture, (ii) exercise of the Conversion Warrants (iii) pursuant to
the terms and provisions of the Debenture or the Securities Purchase
Agreement, (iv) in connection with any distribution,
recapitalization, stock-split, stock adjustment or reorganization of
the Company; provided, however, a share of Common Stock shall cease
to be a Registrable Security for purposes of this Agreement when it
no longer is a Restricted Security.

        (10)  "Registration Statement" means a registration
statement of the Company filed on an appropriate form under the
Securities Act providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable
Securities pursuant to Rule 415 under the Securities Act, including
the Prospectus contained therein and forming a part thereof, any
amendments to such registration statement and supplements to such
Prospectus, and all exhibits to and other material incorporated by
reference in such registration statement and Prospectus.

        (11)  "Restricted Security" means any share of Common
Stock issued upon conversion or redemption of the Debenture or
Warrant except any such share that (i) has been registered pursuant
to an effective registration statement under the Securities Act and
sold in a manner contemplated by the prospectus included in such
registration statement, (ii) has been transferred in compliance with
the resale provisions of Rule 144 under the Securities Act (or any
successor provision thereto) or is transferable pursuant to paragraph
(k) of Rule 144 under the Securities Act (or any successor provision
thereto) or (iii) otherwise has been transferred and a new share of
Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company.

        (12)  "Securities Act" means the Securities Act of
1933, as amended, and the rules and regulations of the Commission
thereunder, or any similar successor statute.

     (B)  All capitalized terms used and not defined herein have
the respective meaning assigned to them in the Securities Purchase
Agreement or the Debenture.

     2.  Registration

     (A)  Filing and Effectiveness of Registration Statement.
The Company shall prepare and file with the Commission as soon as
practicable a Registration Statement relating to the offer and sale
of the Registrable Securities and shall use its best efforts to cause
the Commission to declare such Registration Statement effective under
the Securities Act as promptly as practicable but in no event later
than the Deadline (as defined in the Debenture).  The Company shall
promptly (and, in any event, no more than 24 hours after it receives
comments from the Commission), notify the Buyer when and if it
receives any comments from the Commission on the Registration
Statement and promptly forward a copy of such comments, if they are
in writing, to the Buyer.  At such time after the filing of the
Registration Statement pursuant to this Section 2(A) as the
Commission indicates, either orally or in writing, that it has no
further comments with respect to such Registration Statement or that
it is willing to entertain appropriate requests for acceleration of
effectiveness of such Registration Statement, the Company shall
promptly, and in no event later than two (2) business days after
receipt of such indication from the Commission, request that the
effectiveness of such Registration Statement be accelerated within
forty-eight (48) hours of the Commission's receipt of such request.
The Company shall notify the Initial Investor by written notice that
such Registration Statement has been declared effective by the
Commission within 24 hours of such declaration by the Commission.

     (B)  Eligibility for Use of Form S-3 or an SB-2.  The
Company agrees that at such time as it meets all the requirements for
the use of Securities Act Registration Statement on Form S-3 or SB-2
and it shall file all reports and information required to be filed by
it with the Commission in a timely manner and take all such other
action so as to maintain such eligibility for the use of such form.

     (C)  Additional Registration Statement.  In the event the
Current Market Price declines to a price per share the result of
which is that the Company cannot satisfy its conversion obligations
to Initial Investor hereunder, the Company shall, to the extent
required by the Securities Act (because the additional shares were
not covered by the Registration Statement filed pursuant to Section
2(a)), as reasonably determined by the Initial Investor, file an
additional Registration Statement with the Commission for such
additional number of Registrable Securities as would be issuable upon
conversion of the Debenture (the "Additional Registrable Securities")
in addition to those previously registered.  The Company shall, to
the extent required by the Securities Act, as reasonably determined
by the Initial Investor, prepare and file with the Commission not
later than the 30th day thereafter, a Registration Statement relating
to the offer and sale of such Additional Registrable Securities and
shall use its best efforts to cause the Commission to declare such
Registration Statement effective under the Securities Act as promptly
as practicable but not later than the Deadline.  The Company shall
not include any other securities in the Registration Statement
relating to the offer and sale of such Additional Registrable Securities.

     (D)  (i)  If the Company proposes to register any of its
warrants, Common Stock or any other shares of common stock of the
Company under the Securities Act (other than a registration (A) on
Form S-8 or S-4 or any successor or similar forms, (B) relating to
Common Stock or any other shares of common stock of the Company
issuable upon exercise of employee share options or in connection
with any employee benefit or similar plan of the Company or (C) in
connection with a direct or indirect acquisition by the Company of
another Person or any transaction with respect to which Rule 145 (or
any successor provision) under the Securities Act applies), whether
or not for sale for its own account, it will each such time, give
prompt written notice at least 20 days prior to the anticipated
filing date of the registration statement relating to such
registration to each Investor, which notice shall set forth such
Investor's rights under this Section 2(D) and shall offer such
Investor the opportunity to include in such registration statement
such number of Registrable Securities as such Investor may request.
Upon the written request of any Investor made within 10 days after
the receipt of notice from the Company (which request shall specify
the number of Registrable Securities intended to be disposed of by
such Investor), the Company will use its best efforts to effect the
registration under the Securities Act of all Registrable Securities
that the Company has been so requested to register by each Investor,
to the extent requisite to permit the disposition of the Registrable
Securities so to be registered; provided, however, that (A) if such
registration involves a Public Offering, each Investor must sell its
Registrable Securities to any underwriters selected by the Company
with the consent of such Investor on the same terms and conditions as
apply to the Company and (B) if, at any time after giving written
notice of its intention to register any Registrable Securities
pursuant to this Section 2 and prior to the effective date of the
registration statement filed in connection with such registration,
the Company shall determine for any reason not to register such
Registrable Securities, the Company shall give written notice to each
Investor and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such
registration.  The Company's obligations under this Section 2(D)
shall terminate on the date that the registration statement to be
filed in accordance with Section 2(A) is declared effective by the
Commission.

        (ii)  If a registration pursuant to this Section 2(D)
involves a Public Offering and the managing underwriter thereof
advises the Company that, in its view, the number of shares of Common
Stock that the Company and the Investors intend to include in such
registration exceeds the largest number of shares of Common Stock
that can be sold without having an adverse effect on such Public
Offering (the "Maximum Offering Size"), the Company will include in
such registration only such number of shares of Common Stock as does
not exceed the Maximum Offering Size, and the number of shares in the
Maximum Offering Size shall be allocated among the Company, the
Investors and any other sellers of Common Stock in such Public
Offering ("Third-Party Sellers"), first, pro rata among the Investors
until all the shares of Common Stock originally proposed to be
offered for sale by the Investors have been allocated, and second,
pro rata among the Company and any Third-Party Sellers, in each case
on the basis of the relative number of shares of Common Stock
originally proposed to be offered for sale under such registration by
each of the Investors, the Company and the Third-Party Sellers, as
the case may be.  If as a result of the proration provisions of this
Section 2(D)(ii), any Investor is not entitled to include all such
Registrable Securities in such registration, such Investor may elect
to withdraw its request to include any Registrable Securities in such
registration.  With respect to registrations pursuant to this Section
2(D), the number of securities required to satisfy any underwriters'
over-allotment option shall be allocated among the Company, the
Investors and any Third Party Seller pro rata on the basis of the
relative number of securities offered for sale under such
registration by each of the Investors, the Company and any such Third
Party Sellers before the exercise of such over-allotment option.

     3.  Obligations of the Company

     In connection with the registration of the Registrable
Securities, the Company shall:

     (A)  Promptly (i) prepare and file with the Commission such
amendments (including post-effective amendments) to the Registration
Statement and supplements to the Prospectus as may be necessary to
keep the Registration Statement continuously effective and in
compliance with the provisions of the Securities Act applicable
thereto so as to permit the Prospectus forming part thereof to be
current and useable by Investors for resales of the Registrable
Securities for a period of five (5) years from the date on which the
Registration Statement is first declared effective by the Commission
(the "Effective Time") or such shorter period that will terminate
when all the Registrable Securities covered by the Registration
Statement have been sold pursuant thereto in accordance with the plan
of distribution provided in the Prospectus, transferred pursuant to
Rule 144 under the Securities Act or otherwise transferred in a
manner that results in the delivery of new securities not subject to
transfer restrictions under the Securities Act (the "Registration
Period") and (ii) take all lawful action such that each of (A) the
Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, not misleading and (B) the
Prospectus forming part of the Registration Statement, and any
amendment or supplement thereto, does not at any time during the
Registration Period include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

     (B)  During the Registration Period, comply with the
provisions of the Securities Act with respect to the Registrable
Securities of the Company covered by the Registration Statement until
such time as all of such Registrable Securities have been disposed of
in accordance with the intended methods of disposition by the
Investors as set forth in the Prospectus forming part of the
Registration Statement;

     (C)  (i) Prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the
distribution or delivery of any Prospectus (including any supplements
thereto), provide (A) draft copies thereof to the Investors and
reflect in such documents all such comments as the Investors (and
their counsel) reasonably may propose and (B) to the Investors a copy
of the accountant's consent letter to be included in the filing and
(ii) furnish to each Investor whose Registrable Securities are
included in the Registration Statement and its legal counsel
identified to the Company, (A) promptly after the same is prepared
and publicly distributed, filed with the Commission, or received by
the Company, one copy of the Registration Statement, each Prospectus,
and each amendment or supplement thereto and (B) such number of
copies of the Prospectus and all amendments and supplements thereto
and such other documents, as such Investor may reasonably request in
order to facilitate the disposition of the Registrable Securities
owned by such Investor;

     (D)  (i) Register or qualify the Registrable Securities
covered by the Registration Statement under such securities or "blue
sky" laws of such jurisdictions as the Investors who hold a majority-
in-interest of the Registrable Securities being offered reasonably
request, (ii) prepare and file in such jurisdictions such amendments
(including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof at all times during the Registration Period,
(iii) take all such other lawful actions as may be necessary to
maintain such registrations and qualifications in effect at all times
during the Registration Period and (iv) take all such other lawful
actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a
condition thereto to (A) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this
Section 3(D), (B) subject itself to general taxation in any such
jurisdiction or (C) file a general consent to service of process in
any such jurisdiction;

     (E)  As promptly as practicable after becoming aware of
such event, notify each Investor of the occurrence of any event, as a
result of which the Prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and
promptly prepare an amendment to the Registration Statement and
supplement to the Prospectus to correct such untrue statement or
omission, and deliver a number of copies of such supplement and
amendment to each Investor as such Investor may reasonably request;

     (F)  As promptly as practicable after becoming aware of
such event, notify each Investor who holds Registrable Securities
being sold (or, in the event of an underwritten offering, the
managing underwriters) of the issuance by the Commission of any stop
order or other suspension of the effectiveness of the Registration
Statement at the earliest possible time and take all lawful action to
effect the withdrawal, rescission or removal of such stop order or
other suspension;

     (G)  Cause all the Registrable Securities covered by the
Registration Statement to be listed on the principal national
securities exchange, and included in an inter-dealer quotation system
of a registered national securities association, on or in which
securities of the same class or series issued by the Company are then
listed or included;

     (H)  Maintain a transfer agent and registrar, which may be
a single entity, for the Registrable Securities not later than the
effective date of the Registration Statement;

     (I)  Cooperate with the Investors who hold Registrable
Securities being offered to facilitate the timely preparation and
delivery of certificates for the Registrable Securities to be offered
pursuant to the registration statement and enable such certificates
for the Registrable Securities to be in such denominations or
amounts, as the case may be, as the Investors reasonably may request
and registered in such names as the Investor may request; and, within
three (3) business days after a registration statement which includes
Registrable Securities is declared effective by the Commission,
deliver and cause legal counsel selected by the Company to deliver to
the transfer agent for the Registrable Securities (with copies to the
Investors whose Registrable Securities are included in such
registration statement) an appropriate instruction and, to the extent
necessary, an opinion of such counsel;

     (J)  Take all such other lawful actions reasonably
necessary to expedite and facilitate the disposition by the Investors
of their Registrable Securities in accordance with the intended
methods therefor provided in the Prospectus which are customary under
the circumstances;

     (K)  Make generally available to its security holders as
soon as practicable, but in any event not later than three (3) months
after (i) the effective date (as defined in Rule 158(c) under the
Securities Act) of the Registration Statement and (ii) the effective
date of each post-effective amendment to the Registration Statement,
as the case may be, an earnings statement of the Company and its
subsidiaries complying with Section 11 (a) of the Securities Act and
the rules and regulations of the Commission thereunder (including, at
the option of the Company, Rule 158);

     (L)  In the event of an underwritten offering, promptly
include or incorporate in a Prospectus supplement or post-effective
amendment to the Registration Statement such information as the
managers reasonably agree should be included therein and to which the
Company does not reasonably object and make all required filings of
such Prospectus supplement or post-effective amendment as soon as
practicable after it is notified of the matters to be included or
incorporated in such Prospectus supplement or post-effective
amendment;

     (M)  (i) Make reasonably available for inspection by
Investors, any underwriter participating in any disposition pursuant
to the Registration Statement, and any attorney, accountant or other
agent retained by such Investors or any such underwriter all relevant
financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and (ii) cause the
Company's officers, directors and employees to supply all information
reasonably requested by such Investors or any such underwriter,
attorney, accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence
examinations; provided, however, that all records, information and
documents that are designated in writing by the Company, in good
faith, as confidential, proprietary or containing any material
nonpublic information shall be kept confidential by such Investors
and any such underwriter, attorney, accountant or agent (pursuant to
an appropriate confidentiality agreement in the case of any such
holder or agent), unless such disclosure is made pursuant to judicial
process in a court proceeding (after first giving the Company an
opportunity promptly to seek a protective order or otherwise limit
the scope of the information sought to be disclosed) or is required
by law, or such records, information or documents become available to
the public generally or through a third party not in violation of an
accompanying obligation of confidentiality; and provided, further,
that, if the foregoing inspection and information gathering would
otherwise disrupt the Company's conduct of its business, such
inspection and information gathering shall, to the maximum extent
possible, be coordinated on behalf of the Investors and the other
parties entitled thereto by one firm of counsel designated by and on
behalf of the majority in interest of Investors and other parties;

     (N)  In connection with any underwritten offering, make
such representations and warranties to the Investors participating in
such underwritten offering and to the managers, in form, substance
and scope as are customarily made by the Company to underwriters in
secondary underwritten offerings;

     (O)  In connection with any underwritten offering, obtain
opinions of counsel to the Company (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the
managers) addressed to the underwriters, covering such matters as are
customarily covered in opinions requested in secondary underwritten
offerings (it being agreed that the matters to be covered by such
opinions shall include, without limitation, as of the date of the
opinion and as of the Effective Time of the Registration Statement or
most recent post-effective amendment thereto, as the case may be, the
absence from the Registration Statement and the Prospectus, including
any documents incorporated by reference therein, of an untrue
statement of a material fact or the omission of a material fact
required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading, subject to customary
limitations);

     (P)  In connection with any underwritten offering, obtain
"cold comfort" letters and updates thereof from the independent
public accountants of the Company (and, if necessary, from the
independent public accountants of any subsidiary of the Company or of
any business acquired by the Company, in each case for which
financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each
underwriter participating in such underwritten offering (if such
underwriter has provided such letter, representations or
documentation, if any, required for such cold comfort letter to be so
addressed), in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with
secondary underwritten offerings;

     (Q)  In connection with any underwritten offering, deliver
such documents and certificates as may be reasonably required by the
managers, if any, and

     (R)  In the event that any broker-dealer registered under
the Exchange Act shall be an "Affiliate" (as defined in Rule
2729(b)(1) of the rules and regulations of the National Association
of Securities Dealers, Inc. (the "NASD Rules") (or any successor
provision thereto)) of the Company or has a "conflict of interest"
(as defined in Rule 2720(b)(7) of the NASD Rules (or any successor
provision thereto)) and such broker-dealer shall underwrite,
participate as a member of an underwriting syndicate or selling group
or assist in the distribution of any Registrable Securities covered
by the Registration Statement, whether as a holder of such
Registrable Securities or as an underwriter, a placement or sales
agent or a broker or dealer in respect thereof, or otherwise, the
Company shall assist such broker-dealer in complying with the
requirements of the NASD Rules, including, without limitation, by
(A) engaging a "qualified independent underwriter" (as defined in
Rule 2720(b)(15) of the NASD Rules (or any successor provision
thereto)) to participate in the preparation of the Registration
Statement relating to such Registrable Securities, to exercise usual
standards of due diligence in respect thereof and to recommend the
public offering price of such Registrable Securities,
(B) indemnifying such qualified independent underwriter to the extent
of the indemnification of underwriters provided in Section 6 hereof
and (C) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the
requirements of the NASD Rules.

     4.  Obligations of the Investors

     In connection with the registration of the Registrable
Securities, the Investors shall have the following obligations:

     (A)  It shall be a condition precedent to the obligations
of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular
Investor that such Investor shall furnish to the Company such
information regarding itself, the Registrable Securities held by it
and the intended method of disposition of the Registrable Securities
held by it as shall be reasonably required to effect the registration
of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request;

     (B)  Each Investor by its acceptance of the Registrable
Securities agrees to cooperate with the Company in connection with
the preparation and filing of the Registration Statement hereunder,
unless such Investor has notified the Company in writing of its
election to exclude all of its Registrable Securities from the
Registration Statement; and

     (C)  Each Investor agrees that, upon receipt of any notice
from the Company of the occurrence of any event of the kind described
in Section 3(E) or 3(F), it shall immediately discontinue its
disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Investor's
receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(E) and, if so directed by the Company, such
Investor shall deliver to the Company (at the expense of the Company)
or destroy (and deliver to the Company a certificate of destruction)
all copies in such Investor's possession, of the Prospectus covering
such Registrable Securities current at the time of receipt of such notice.

     5.  Expenses of Registration

     All expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications
pursuant to Section 3, but including, without limitation, all
registration, listing, and qualifications fees, printing and
engraving fees, accounting fees, and the fees and disbursements of
counsel for the Company, and the reasonable fees of one firm of
counsel to the holders of a majority in interest of the Registrable
Securities shall be borne by the Company.

     6.  Indemnification and Contribution

     (A)  Indemnification by the Company.  The Company shall
indemnify and hold harmless each Investor and each underwriter, if
any, which facilitates the disposition of Registrable Securities, and
each of their respective officers and directors and each person who
controls such Investor or underwriter within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act (each such
person being sometimes hereinafter referred to as an "Indemnified
Person") from and against any losses, claims, damages or liabilities,
joint or several, to which such Indemnified Person may become subject
under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement of a material fact
contained in any Registration Statement or an omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, not misleading,
or arise out of or are based upon an untrue statement of a material
fact contained in any Prospectus or an omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the
Company hereby agrees to reimburse such Indemnified Person for all
reasonable legal and other expenses incurred by them in connection
with investigating or defending any such action or claim as and when
such expenses are incurred; provided, however, that the Company shall
not be liable to any such Indemnified Person in any such case to the
extent that any such loss, claim, damage or liability arises out of
or is based upon (i) an untrue statement or alleged untrue statement
made in, or an omission or alleged omission from, such Registration
Statement or Prospectus in reliance upon and in conformity with
written information furnished to the Company by such Indemnified
Person expressly for use therein or (ii) in the case of the
occurrence of an event of the type specified in Section 3(E), the use
by the Indemnified Person of an outdated or defective Prospectus
after the Company has provided to such Indemnified Person an updated
Prospectus correcting the untrue statement or alleged untrue
statement or omission or alleged omission giving rise to such loss,
claim, damage or liability.

     (B)  Notice of Claims, Etc.  Promptly after receipt by a
party seeking indemnification pursuant to this Section 6 (an
"Indemnified Party") of written notice of any investigation, claim,
proceeding or other action in respect of which indemnification is
being sought (each, a "Claim"), the Indemnified Party promptly shall
notify the party against whom indemnification pursuant to this
Section 6 is being sought (the "Indemnifying Party") of the
commencement thereof; but the omission to so notify the Indemnifying
Party shall not relieve it from any liability that it otherwise may
have to the Indemnified Party, except to the extent that the
Indemnifying Party is materially prejudiced and forfeits substantive
rights and defenses by reason of such failure.  In connection with
any Claim as to which both the Indemnifying Party and the Indemnified
Party are parties, the Indemnifying Party shall be entitled to assume
the defense thereof.  Notwithstanding the assumption of the defense
of any Claim by the Indemnifying Party, the Indemnified Party shall
have the right to employ separate legal counsel and to participate in
the defense of such Claim, and the Indemnifying Party shall bear the
reasonable fees, out-of-pocket costs and expenses of such separate
legal counsel to the Indemnified Party if (and only if): (x) the
Indemnifying Party shall have agreed to pay such fees, costs and
expenses, (y) the Indemnified Party and the Indemnifying Party shall
reasonably have concluded that representation of the Indemnified
Party by the Indemnifying Party by the same legal counsel would not
be appropriate due to actual or, as reasonably determined by legal
counsel to the Indemnified Party, potentially differing interests
between such parties in the conduct of the defense of such Claim, or
if there may be legal defenses available to the Indemnified Party
that are in addition to or disparate from those available to the
Indemnifying Party or (z) the Indemnifying Party shall have failed to
employ legal counsel reasonably satisfactory to the Indemnified Party
within a reasonable period of time after notice of the commencement
of such Claim.  If the Indemnified Party employs separate legal
counsel in circumstances other than as described in clauses (x), (y)
or (z) above, the fees, costs and expenses of such legal counsel
shall be borne exclusively by the Indemnified Party.  Except as
provided above, the Indemnifying Party shall not, in connection with
any Claim in the same jurisdiction, be liable for the fees and
expenses of more than one firm of counsel for the Indemnified Party
(together with appropriate local counsel).  The Indemnified Party
shall not, without the prior written consent of the Indemnifying
Party (which consent shall not unreasonably be withheld), settle or
compromise any Claim or consent to the entry of any judgment that
does not include an unconditional release of the Indemnifying Party
from all liabilities with respect to such Claim or judgment.

     (C)  Contribution.  If the indemnification provided for in
this Section 6 is unavailable to or insufficient to hold harmless an
Indemnified Person under subsection (A)  above in respect of any
losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Party as
a result of such losses, claims, damages or liabilities (or actions
in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party and the Indemnified
Party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party
shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information
supplied by such Indemnifying Party or by such Indemnified Party, and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The
parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(D) were determined by pro
rata allocation (even if the Investors or any underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable
considerations referred to in this Section 6(D).  The amount paid or
payable by an Indemnified Party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to
above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim.  No person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The obligations of the Investors and any
underwriters in this Section 6(D) to contribute shall be several in
proportion to the percentage of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.

     (D)  Notwithstanding any other provision of this Section 6,
in no event shall any (i) Investor be required to undertake liability
to any person under this Section 6 for any amounts in excess of the
dollar amount of the proceeds to be received by such Investor from
the sale of such Investor's Registrable Securities (after deducting
any fees, discounts and commissions applicable thereto) pursuant to
any Registration Statement under which such Registrable Securities
are to be registered under the Securities Act and (ii) underwriter be
required to undertake liability to any Person hereunder for any
amounts in excess of the aggregate discount, commission or other
compensation payable to such underwriter with respect to the
Registrable Securities underwritten by it and distributed pursuant to
the Registration Statement.

     (E)  The obligations of the Company under this Section 6
shall be in addition to any liability which the Company may otherwise
have to any Indemnified Person and the obligations of any Indemnified
Person under this Section 6 shall be in addition to any liability
which such Indemnified Person may otherwise have to the Company.  The
remedies provided in this Section 6 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity.

     7.  Rule 144

     With a view to making available to the Investors the benefits of
Rule 144 under the Securities Act or any other similar rule or
regulation of the Commission that may at any time permit the
Investors to sell securities of the Company to the public without
registration ("Rule 144"), the Company agrees to use its best efforts
to:

        (1)  comply with the provisions of paragraph (c) (1) of
Rule 144 and

        (2)  file with the Commission in a timely manner all
reports and other documents required to be filed by the Company
pursuant to Section 13 or 15(d) under the Exchange Act; and, if at
any time it is not required to file such reports but in the past had
been required to or did file such reports, it will, upon the request
of any Investor, make available other information as required by, and
so long as necessary to permit sales of, its Registrable Securities
pursuant to Rule 144.

     8.  Assignment

     The rights to have the Company register Registrable Securities
pursuant to this Agreement shall be automatically assigned by the
Investors to any permitted transferee of all or any portion of such
Registrable Securities (or all or any portion of the Debenture or
Warrant of the Company which is convertible into such securities)
only if (a) the Investor agrees in writing with the transferee or
assignee to assign such rights, and a copy of such agreement is
furnished to the Company within a reasonable time after such
assignment, (b) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (i) the name
and address of such transferee or assignee and (ii) the securities
with respect to which such registration rights are being transferred
or assigned, (c) immediately following such transfer or assignment,
the securities so transferred or assigned to the transferee or
assignee constitute Restricted Securities and (d) at or before the
time the Company received the written notice contemplated by clause
(b) of this sentence the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein.

     9.  Amendment and Waiver

     Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the
written consent of the Company and Investors who hold a majority-in-
interest of the Registrable Securities.  Any amendment or waiver
effected in accordance with this Section 9 shall be binding upon each
Investor and the Company.

     10.  Changes in Common Stock

     If, and as often as, there are any changes in the Common Stock
by way of stock split, stock dividend, reverse split, combination or
reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall
be made in the provisions hereof, as may be required, so that the
rights and privileges granted hereby shall continue with respect to
the Common Stock as so changed.

     11.  Miscellaneous

     (A)  A person or entity shall be deemed to be a holder of
Registrable Securities whenever such person or entity owns of record
such Registrable Securities.  If the Company receives conflicting
instructions, notices or elections from two or more persons or
entities with respect to the same Registrable Securities, the Company
shall act upon the basis of instructions, notice or election received
from the registered owner of such Registrable Securities.

     (B)  If, after the date hereof and prior to the Commission
declaring the Registration Statement to be filed pursuant to Section
2(a) effective under the Securities Act, the Company grants to any
Person any registration rights with respect to any Company securities
which are more favorable to such other Person than those provided in
this Agreement, then the Company forthwith shall grant (by means of
an amendment to this Agreement or otherwise) identical registration
rights to all Investors hereunder.

     (C)  Except as may be otherwise provided herein, any notice
or other communication or delivery required or permitted hereunder
shall be in writing and shall be delivered personally, or sent by
telecopier machine or by a nationally recognized overnight courier
service, and shall be deemed given when so delivered personally, or
by telecopier machine or overnight courier service as follows:

        (1)  if to the Company, to:
             GameZnFlix, Inc.
             1535 Blackjack Road
             Franklin, Kentucky 42134
             Telephone:  270-598-0385
             Facsimile:  270-778-0025

        (2)  if to the Investor, to:
             Golden Gate Investors, Inc.
             7817 Herschel Avenue, Suite 200
             La Jolla, California 92037
             Telephone:  858-551-8789
             Facsimile:  858-551-8779

        (3)  if to any other Investor, at such address as such
Investor shall have provided in writing to the Company.

The Company, the Initial Investor or any Investor may change the
foregoing address by notice given pursuant to this Section 11(C).

     (D)  Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof.

     (E)  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California.  Each of the
parties consents to the jurisdiction of the federal courts whose
districts encompass any part of the City of San Diego or the state
courts of the State of California sitting in the City of San Diego in
connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection
including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.

     (F)  Should any party hereto employ an attorney for the
purpose of enforcing or construing this Agreement, or any judgment
based on this Agreement, in any legal proceeding whatsoever,
including insolvency, bankruptcy, arbitration, declaratory relief or
other litigation, the prevailing party shall be entitled to receive
from the other party or parties thereto reimbursement for all
reasonable attorneys' fees and all reasonable costs, including but
not limited to service of process, filing fees, court and court
reporter costs, investigative costs, expert witness fees, and the
cost of any bonds, whether taxable or not, and that such
reimbursement shall be included in any judgment or final order issued
in that proceeding.  The "prevailing party" means the party
determined by the court to most nearly prevail and not necessarily
the one in whose favor a judgment is rendered.

     (G)  The remedies provided in this Agreement are cumulative
and not exclusive of any remedies provided by law.  If any term,
provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect
and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or
unenforceable.

     (H)  The Company shall not enter into any agreement with
respect to its securities that is inconsistent with the rights
granted to the holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.  The Company is not
currently a party to any agreement granting any registration rights
with respect to any of its securities to any person which conflicts
with the Company's obligations hereunder or gives any other party the
right to include any securities in any Registration Statement filed
pursuant hereto, except for such rights and conflicts as have been
irrevocably waived.  Without limiting the generality of the
foregoing, without the written consent of the holders of a majority
in interest of the Registrable Securities, the Company shall not
grant to any person the right to request it to register any of its
securities under the Securities Act unless the rights so granted are
subject in all respect to the prior rights of the holders of
Registrable Securities set forth herein, and are not otherwise in
conflict or inconsistent with the provisions of this Agreement.  The
restrictions on the Company's rights to grant registration rights
under this paragraph shall terminate on the date the Registration
Statement to be filed pursuant to Section 2(A) is declared effective
by the Commission.

     (I)  This Agreement, the Securities Purchase Agreement, the
Debenture and the Conversion Warrants Agreement, of even date
herewith among the Company and the Initial Investor constitute the
entire agreement among the parties hereto with respect to the subject
matter hereof.  There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein.
These Agreements supersede all prior agreements and undertakings
among the parties hereto with respect to the subject matter hereof.

     (J)  Subject to the requirements of Section 8 hereof, this
Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.

     (K)  All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may
require.

     (L)  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning
thereof.

     (M)  The Company acknowledges that any failure by the
Company to perform its obligations under Section 3, or any delay in
such performance, could result in direct damages to the Investors and
the Company agrees that, in addition to any other liability the
Company may have by reason of any such failure or delay, the Company
shall be liable for all direct damages caused by such failure or delay.

     (N)  This Agreement may be executed in counterparts, each
of which shall be deemed an original but both of which shall
constitute one and the same agreement.  A facsimile transmission of
this signed Agreement shall be legal and binding on the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have duly caused this
Agreement to be executed and delivered on the date first above written.


GameZnFlix, Inc.                       Golden Gate Investors, Inc.



By: /s/  John Fleming                  By: /s/  Travis W. Hoff
John Fleming                           Travis W. Hoff
Title: Chief Executive Officer         Title: Portfolio Manager

EX-4.4

                                EX-4.4

ADDENDUM TO CONVERTIBLE DEBENTURE AND SECURITIES PURCHASE AGREEMENT

                ADDENDUM TO CONVERTIBLE DEBENTURE AND
                    SECURITIES PURCHASE AGREEMENT

     This Addendum to Convertible Debenture and Securities Purchase
Agreement ("Addendum") is entered into as of the 17th day of November
2004 by and between GameZnFlix, Inc., a Nevada corporation
("GameZnFlix"), and Golden Gate Investors, Inc., a California
corporation ("GGI").

     WHEREAS, GGI and Integrated are parties to that certain 4 _ %
Convertible Debenture dated as of November 11, 2004 ("Debenture");
and

     WHEREAS, GGI and Integrated are parties to that certain
Securities Purchase Agreement dated as of November 11, 2004
("Purchase Agreement"); and

     WHEREAS, the parties desire to amend the Debenture and Purchase
Agreement in certain respects.

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

1.  All terms used herein and not otherwise defined herein shall
have the definitions set forth in the Debenture or Purchase
Agreement.

2.  The Purchase Price for the Debenture shall be $1,500,000. GGI
shall advance the Purchase Price to GameZnFlix as follows: (a)
$100,000 immediately, (b) $50,000 upon notification and
verification that the Registration Statement has been filed with
the Securities and Exchange Commission, (c) $150,000 (less legal
fees previously advanced by GGI on behalf of GameZnFlix) upon
notification and verification that the Registration Statement
has been declared effective by the Securities and Exchange
Commission and the Common Shares can legally be issued to GGI,
(d) $200,000 each time the remaining principal balance of the
Debenture declines below $50,000 until the full Purchase Price
has been advanced by GGI to GameZnFlix. Upon notification and
verification that the Registration Statement has been declared
effective by the Securities and Exchange Commission and the
Common Shares can legally be issued to GGI, GGI shall pay
$15,000 to GameZnFlix as reimbursement for administrative
expenses incurred by Gameznfliz in connection with this transaction.

3.  Except as specifically amended herein, all other terms and
conditions of the Debenture and Purchase Agreement shall remain
in full force and effect.

     IN WINESS WHEREOF, GameZnFlix, Inc. and GGI have caused this
Addendum to be signed by its duly authorized offiCers on the date
first set forth above.


GameZnFlix, Inc.                       Golden Gate Investors, Inc.



By: /s/  John Fleming                  By: /s/  Travis W. Hoff
John Fleming                           Travis W. Hoff
Title: Chief Executive Officer         Title: Portfolio Manager


The undersigned personally guarantees repayment of the $150,000
amount set forth in sections 2(a) and (b) above. This personal
guarantee shall terminate when the Registration Statement is declared
effective by the Securities and Exchange Commission and the Common
Shares can legally be issued to GGI.


/s/  John Fleming
John Fleming