EX-10.1
                          EMPLOYMENT AGREEMENT

           EMPLOYMENT AGREEMENT WITH COVENANT NOT TO COMPETE

     THIS EMPLOYMENT AGREEMENT AND COVENANT NOT TO COMPETE, made and
entered into on September 25, 2005, by and between GAMEZNFLIX, INC.,
a Nevada corporation, 130 West Kentucky Ave, Franklin, Kentucky
42134, EMPLOYER, and JOHN J. FLEMING, 1535 Blackjack Road, Franklin,
Kentucky 42134, EMPLOYEE.

WITNESSETH:

     WHEREAS, the EMPLOYER is a corporation organized under the laws
of the State of Nevada and authorized to do business in the
Commonwealth of Kentucky and is in the business of renting movies,
video games, and related material; and

     WHEREAS, the EMPLOYEE is skilled and experienced in the business
for which the EMPLOYER engages.

     NOW, THEREFORE, in consideration of the premises and in
consideration of the mutual benefits to be derived by each party to
this agreement, the parties agree as follows:

     1.  EMPLOYMENT.  EMPLOYER hereby employs, engages, and hires
EMPLOYEE as its chief executive officer to supervise and manage all
of the affairs of the EMPLOYER, subject to direction from the
EMPLOYER's board of directors.  EMPLOYEE hereby accepts and agrees to
such hiring, engagement, and employment.  The EMPLOYEE's duties shall
be such as are directed to him by the EMPLOYER's board of directors
and in general to serve as the chief executive officer of the
EMPLOYER.  In rendering efforts as an EMPLOYEE, the EMPLOYEE shall at
all times be subject to the full control and instructions of the
EMPLOYER's board of directors.

     2.  BEST EFFORTS OF EMPLOYEE.  The EMPLOYEE agrees that he will
at all times faithfully, industriously, and to the best of his
ability, experience, talents, and training perform all the duties
that may be required of and from him pursuant to the express and
implicit terms hereof, to the reasonable satisfaction of the EMPLOYER.

     3.  TERM OF EMPLOYMENT.  The term of this agreement shall be for
three (3) years, commencing upon execution of this agreement.

     4.  COMPENSATION.  The EMPLOYER shall pay to the EMPLOYEE, and
the EMPLOYEE shall accept from the EMPLOYER in full payment of the
EMPLOYEE's services rendered hereunder, a annual salary of Two
Hundred Thousand ($200,000.00) dollars per year with a 15% annual
increase during the agreement as compensation established by the
EMPLOYER's board of directors.

     5.  ADDITIONAL COMPENSATION.  In addition to the monetary
compensation paid to the EMPLOYEE, the EMPLOYER shall pay or furnish
the following to the EMPLOYEE as additional compensation:

        (a) Full health insurance for the EMPLOYEE and his family.

        (b) A disability income policy for the EMPLOYEE, with the
EMPLOYEE to receive his regular salary and benefits for at least the
first six (6) months of any disability.

        (c) A term life insurance policy in the amount of
$500,000.00 on the EMPLOYEE's life.

        (d) Contributions to a 401(k) plan or other similar
retirement plan.

        (e) The cost of any necessary continuing education,
conventions, trade gatherings, such as registration fees, travel, and
lodging therefor, as well as the payment of dues to trade
associations.

        (f) Six weeks per year paid vacation time.

        (g) Paid time for all standard federal and state holidays.

        (h) Employment required items such as worker's
compensation, unemployment insurance, and social security contributions.

        (i) Stock options, at the discretion of the EMPLOYER's
board of directors.

        (j) Should the Board of Directors of the Company vote to
remove the EMPLOYEE from employment by the Company, the EMPLOYEE
shall receive the following:

          (1)  Balance of wages outlined in this agreement from
the date of the Board's vote to the end of the agreement;

          (2)  Issued to the EMPLOYEE restricted shares of
common stock in the amount of One Hundred Million (100,000,000)
shares; and

          (3)  Continue Health/Medical Plan Insurance benefits
for the balance of the agreement under the existing Health/Medical Plan;

     6.  TERMINATION.  This agreement may not be terminated by either
party, except that the EMPLOYER may terminate the EMPLOYEE for cause
in the event any of the following enumerated events occur:

        (a) The EMPLOYEE fails to work for the EMPLOYER at a level
of competency satisfactory to the Board of Directors of the Company.

        (b) The EMPLOYEE engages in any activity which brings
disrepute and harm to the EMPLOYER.

        (c) The EMPLOYEE fails a drug test (that is, the EMPLOYEE
tests positive for the use of illegal drugs or substances).

        (d) The EMPLOYEE has become permanently disabled for a
period in excess of six (6) months.

     7.  COVENANT NOT TO COMPETE.  As an integral part of this
agreement, the EMPLOYEE agrees that for a period of three (3) years
from the date his employment with the EMPLOYER is terminated, he will
not, directly or indirectly, in any manner or capacity, as principal,
agent, partner, officer, director, employee, stockholder, guarantor,
consultant, investor, creditor, member of any association, or
otherwise, engage in any facet of the business that had been
conducted by the EMPLOYER, anywhere in the United States of America,
except with the prior written consent of the EMPLOYER.  The ownership
of less than two percent of the outstanding capital stock of a
corporation which may be in the same business as the EMPLOYER, shares
of which are regularly traded on a national securities exchange or
over the counter market, shall not be deemed to be engaged in the
business of the EMPLOYER.

     8.  CONFIDENTIAL INFORMATION.  The EMPLOYEE agrees that he will
not publish or disclose at any time any secret or confidential
information relating to the EMPLOYER's business including its
procedures, preparations, sales, trade secrets, customer lists,
profit margins, pricing information, computer uses and applications,
and any other knowledge of the EMPLOYER's business which he may have
acquired.

     9.  VIOLATION OF COVENANT.  The parties believe that the
restrictive covenants contained in the previous two numbered
paragraphs are reasonable, and they acknowledge and confirm that the
competition by the EMPLOYEE, directly or indirectly, would likely
cause irreparable injury to the EMPLOYER's business.  Therefore, the
EMPLOYEE agrees and acknowledges that any violation or threatened
violation of the covenants contained in the previous two paragraphs
will cause irreparable injury to the EMPLOYER's business, that the
remedies at law of the EMPLOYER for any such violation or threatened
violation will be inadequate, and that the EMPLOYER shall, in
addition to and not in limitation of any other rights or remedies
available at law or in equity, be entitled to temporary and permanent
injunctive relief and specific performance without the necessity of
proving actual damages, plus any attorney's fees and court costs
incurred by the EMPLOYER in enforcing this agreement.

     10. MISCELLANEOUS.

        (a) This agreement may be modified only a writing executed
by both parties.

        (b) This agreement contains the complete agreement
concerning the employment arrangement between the parties and shall
supercede all other agreements between the parties.

        (c) This agreement shall be binding upon and inure to the
benefit of the respective heirs, successors, and assigns of the
parties hereto.  However, the EMPLOYEE may not assign any of his
rights or duties herein to any other person or entity.

     IN WITNESS WHEREOF, the parties have executed duplicate
originals on this, the day and year first above written.

                                       EMPLOYER


                                       By: /s/  Donald N. Gallent
                                       Donald N. Gallent, President/Director


                                       EMPLOYEE:


                                       /s/  John J. Fleming
                                       John J. Fleming