AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANTS, REGISTRATION RIGHTS AGREEMENT AND 8% CONVERTIBLE DEBENTURE SERIES 04-03 DUE DECEMBER __, 2005

                                    AMENDMENT
                                       TO
                    SECURITIES PURCHASE AGREEMENT, WARRANTS,
                          REGISTRATION RIGHTS AGREEMENT
                                       AND
           8% CONVERTIBLE DEBENTURE SERIES 04-03 DUE DECEMBER __, 2005

THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT, 8% CONVERTIBLE DEBENTURE SERIES
04-03 DUE DECEMBER __, 2005,  WARRANTS AND REGISTRATION RIGHTS AGREEMENT is made
by and between  Infinium Labs,  Inc., a Delaware  corporation  ("Company"),  the
Investors  listed on Schedule A hereto  (collectively  the  "Investors" and each
individually an "Investor") and Xxxxxxx X. Xxxxxxx ("Guarantor") and is dated as
of December __, 2004 ("Amendment").

      WHEREAS,  the Company is currently in discussions with investors regarding
a transaction (or series of related transactions;  collectively,  the "Qualified
Financing")  after the date hereof in which (i) the Company shall issue and sell
shares of its capital stock (but not any debt or other payment  obligations)  in
exchange for aggregate  gross  proceeds of at least $30 million,  (ii) the first
tranche of such  financing  (the  "Qualified  Financing  First  Tranche")  shall
consist of no less than $12  million and (iii)  pursuant  to which all  existing
debt of the  Company  (other than the debt being  issued  pursuant to either the
Purchase Agreement or the Securities  Purchase  Agreement,  dated as of December
13, 2004, as amended,  between the Company and the Lenders named  therein) shall
be converted  into equity of the Company or otherwise  retired within 10 Trading
Days of the funding of the Qualified  Financing First Tranche (the date on which
all such debt is so  converted  or  otherwise  retired,  the  "Debt  Elimination
Date"); and

      WHEREAS,  the parties  desire to amend  certain  terms of the  Transaction
Agreements;

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency  of which the  parties  hereby  acknowledge,  the  parties  agree as
follows:

            1.    Amendment to Purchase Agreement.

            (i)   Notwithstanding  anything  to the  contrary  in  the  Purchase
Agreement or the other Transaction  Agreements,  a Qualified  Financing in which
the Debt  Elimination  Date occurs  within six (6) months from the Closing  Date
shall not be deemed a Lower Price Transaction.

            (ii)  Additionally, the principal amount of Debentures sold pursuant
to the Purchase  Agreement  shall be fixed at $1,000,000 and the funds deposited
in escrow by the Investors at the Closing under the Purchase  Agreement shall be
released on the first  Business Day after  delivery to the Escrow Agent of proof
of filing  with the  Securities  and  Exchange  Commission  of the  registration
statement  on  Form  SB-2  as  required  pursuant  to  the  Registration  Rights
Agreement.

            (iii) The term "Securities" is amended to include the Issued Shares,
as hereinafter defined.





            (iv)  The term  "Shares"  is amended to include the shares of Common
Stock representing the Issued Shares.

            (v)   The term  "Transaction  Agreements" is amended to include this
Amendment in the list of documents and agreements.

            2.    Amendment of Warrants:  The exercise  price of the Warrants is
hereby  amended to at all times be $0.10 per share  (subject to adjustment  from
time to time as provided in Sections 6.1, 6.2 and 6.3 of such Warrant).

            3.    Additional Shares.

            (i)   The  Company  shall  issue to each  Investor  shares  ("Issued
Shares") of the Company's  Common Stock equal to (x) 500,000 shares,  multiplied
by (y) such  Investor's  Lender's  Allocable  Share,  as set forth in Schedule A
hereto.

            (ii)  The Company  will  deliver to the Escrow  Agent  certificates,
issued by the  Transfer  Agent in the name of the  Investor,  representing  such
Investor's Issued Shares within 10 Trading Days of the execution and delivery of
this Amendment.

            4.    Amendment to Debenture and Purchase Agreement.

            (i)   The  defined  term  "Conversion  Price"  as  contained  in the
Purchase  Agreement and Section  4.A.(ii) of the Debenture is hereby restated in
its entirety as follows:

                  (ii) "The term "Conversion Price" means  seventy-five  percent
                  (75%;  the "Current  Percentage")  of the lowest Closing Price
                  during the five (5)  Trading  Days  ending on the  Trading Day
                  immediately  before the Conversion  Date;  provided,  however,
                  that in no event  will the  Conversion  Price be (x) more than
                  $0.10  (the  "Maximum  Conversion  Price")  or (y)  until  the
                  earlier  of (I) the  Scheduled  Expiration  Date  (as  defined
                  below),  (II) the date  after  the  Closing  Date on which the
                  company  files a  registration  statement on Form S-8 or (III)
                  the  date on  which  the  Company  first  issues  a  Mandatory
                  Conversion  Notice (as defined  below),  lower than $0.10 (the
                  "Minimum  Conversion  Price")  (as  each  such  amount  may be
                  adjusted  from  time to time as  provided  herein);  provided,
                  however,  if the Qualified Financing First Tranche (as defined
                  below) is consummated  prior to the Scheduled  Expiration Date
                  and the Debt Elimination Date (as defined below) occurs before
                  any of the dates referred to in subclauses  (I), (II) or (III)
                  of  clause  (y)  of  this  paragraph,   then,  notwithstanding
                  anything in the foregoing  provisions of this paragraph to the
                  contrary,  the  Conversion  Price  shall  thereafter  be $0.10
                  (subject  to  adjustment  from  time to time  as  provided  in
                  Section 2).


                                       2

Company: _____
Investor: _____





            (ii)  The  following   provisions   are  added   following   Section
4(A)(iii):

                  (iv) The term  "Qualified  Financing"  means a transaction  or
                  series of related  transactions  entered  into after the Issue
                  Date in which all of the following  conditions  are satisfied:
                  (i) the  Company  shall  issue and sell  shares of its capital
                  stock  (but  not any  debt or other  payment  obligations)  in
                  exchange  for  aggregate  gross  proceeds   (before   ordinary
                  commissions,  fees and expenses) of at least $30 million, (ii)
                  the first tranche of such financing (the "Qualified  Financing
                  First  Tranche") shall consist of no less than $12 million and
                  (iii) in connection with or  contemporaneous  with the funding
                  of the Qualified Financing First Tranche, all existing debt of
                  the  Company  (other  than the debt being  issued  pursuant to
                  either the  Securities  Purchase  Agreement or the  Securities
                  Purchase Agreement, dated as of December 13, 2004, as amended,
                  between the Company and the Lenders  named  therein)  shall be
                  converted  into  equity of the  Company or  otherwise  retired
                  within  10  Trading  Days  of the  funding  of  the  Qualified
                  Financing First Tranche (the date on which all such debt is so
                  converted or otherwise retired, the "Debt Elimination Date").

                  (v) The term "Scheduled Expiration Date" means April 16, 2005,
                  except that,  if prior  thereto the Company has filed with the
                  SEC a definitive  proxy statement (and such proxy statement is
                  sent to the  Company's  shareholders  within 10  Trading  Days
                  after such filing), which proxy statement, among other things,
                  seeks  shareholder  authorization at a meeting of shareholders
                  scheduled  to be held no later than June 16, 2005 to amend the
                  Company's   certificate  of   incorporation  to  increase  the
                  authorized  shares  of the  Company  to at least  400  million
                  shares, it means June 16, 2005.

            5.    Amendment to Registration Rights Agreement.

            (i)   Schedule 1 to the Registration  Rights Agreement is amended to
read in its entirety as follows:

                  1.    All Registrable Shares  contemplated by the Registration
                  Rights  Agreement,  dated as of December 13, 2004,  as amended
                  (the "Existing  Registration Rights  Agreement"),  between the
                  Company and the Initial Investors named therein (the "Original
                  Investors").

                  2.    The shares  referred to in clause (2) of Section 2(a)(i)
                  of the Existing Registration Rights Agreement,  whether issued
                  to  the  Finder  contemplated  thereby  or  to  such  Finder's
                  designees.


                                       3

Company: _____
Investor: _____




                  3.    The  shares  listed  in  item  A of  Schedule  1 to  the
                  Existing Registration Rights Agreement.

                  4.    Any shares  issuable on  exercise of warrants  issued to
                  the  Finder  or its  designees,  to the  Escrow  Agent  or its
                  designees or to SG Capital or its designees in connection with
                  the  transactions  consummated  (x) on December 16,  2004,  as
                  amended,   or  (y)  in   connection   with  the   transactions
                  contemplated by the Transaction Agreements, as amended.

            (ii)  The term  "Registrable  Securities"  is amended to include the
Issued Shares.

            (iii) Each of the terms "Initial  Number of Shares to Be Registered"
and "Increased  Number of Shares to Be Registered" is amended to be equal to the
sum of (x) the shares determined by the terms of such definition as in effect on
the Closing Date, plus (y) the Issued Shares.

            (iv)  For purposes of  determining  the Held Shares Value,  a Holder
shall be deemed to have sold Issued Shares before selling any Conversion Shares.

            6.    Reserved.

            7.    Effective Date.

            (i)   Each  of the  Company  and  each  Investor  shall  deliver  an
executed copy of this Amendment to the Escrow Agent.

            (ii)  This  Amendment  shall be effective as to each Investor on the
date that it is so executed and delivered by the Investor and by the Company.

            (iii) The  provisions  of Section 11 of the Purchase  Agreement  are
incorporated herein by reference.

            (iv)  The Company  hereby  confirms to each Investor that, as of the
effective date of this Amendment,  the representations  made in Section 3 of the
Purchase Agreement shall apply also to the Issued Shares.

            (v)   Upon  execution  and delivery of this  Amendment,  the Company
will  deliver  to the  Escrow  Agent an  opinion  of  counsel  addressed  to the
Investors  modifying  the opinion  delivered  on the Closing  Date to the effect
that, as of such date, (i) this Amendment is deemed to be one of the Transaction
Agreements and the opinions relating to the Transaction Agreements apply thereto
and (ii) upon issuance of the Issued Shares in accordance  with the terms of the
Amendment,   the  Issued  Shares  will  be  validly   issued,   fully  paid  and
non-assessable,  and free from all taxes,  liens and charges with respect to the
issue thereof.

            8.    Limited  Effect.  Except  as  specified  above,  all  terms of
Transaction Agreements remain in full force and effect.

                                      * * *


                                       4

Company: _____
Investor: _____





      IN WITNESS  WHEREOF,  the parties  have caused this  Amendment  to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.



INFINIUM LABS, INC.


By:__________________________
   Xxxxxxx X. Xxxxxxx
   Chief Executive Officer

Date:________________________


[NAME OF INVESTOR]


_____________________________

Date:________________________

Address:_____________________

_____________________________

_____________________________

Guarantor's Acknowledgment

The undersigned,  the Guarantor referred to in the Debenture,  acknowledges that
the Personal  Guarantee issued by the Guarantor to each Investor remains in full
effect with respect to the Debenture, as modified by the above Amendment.


_____________________________
XXXXXXX X. XXXXXXX






                                    SCHEDULE A


                                            PRINCIPAL                    ISSUED
INVESTOR                                 AMOUNT OF NOTE   WARRANTS      SHARES
-------------------------------------    -------------    ---------    ---------
Hazinu Limited                           $  225,000.00    1,054,685      112,500
BL Cubed LLC                                112,500.00      527,342       56,250
Longview Special Finance Inc.               187,500.00      878,904       93,750
Congregation Mishkan Xxxxxx                  75,000.00      351,562       37,500
JM Investors LLC                             18,750.00       87,890        9,375
Xxxxx Xxxxxxxx                               13,750.00       64,453        6,875
Shalom Torah Centers                         13,750.00       64,453        6,875
Xxxxxx Xxxxx                                 13,750.00       64,453        6,875
Fenmore Holdings LLC                        187,500.00      878,904       93,750
West Hastings Limited                        32,500.00      152,343       16,250
Xxxxx Xxxxx                                  11,250.00       52,733        5,625
Xxxx Xxxxxxx                                 18,750.00       87,890        9,375
Liberty Supplies Corp.                       75,000.00      351,562       37,500
Heza Holdings, Inc.                          15,000.00       70,311        7,500
-------------------------------------    -------------    ---------    ---------
Total:                                   $1,000,000.00    4,687,485      500,000