EX-4.2
                        2006 STOCK INCENTIVE PLAN

                             GAMEZNFLIX, INC.
                         2006 STOCK INCENTIVE PLAN

     1.  GENERAL PROVISIONS.

     1.1  Purpose.

     The GameZnFlix, Inc. 2006 Stock Incentive Plan ("Plan") is intended to
allow designated directors, officers, employees, and certain non-employees,
including consultants (all of whom are sometimes collectively referred to
herein as "Employees") of GameZnFlix, Inc., a Nevada corporation ("GameZnFlix")
and its  Subsidiaries (as that term is defined below) which it may have from
time to time  (GameZnFlix and such Subsidiaries are referred to herein as the
"Company") to  receive certain options ("Stock Options") to purchase
GameZnFlix's common stock,  one tenth of one cent ($0.001) par value
("CommonStock"), and to receive grants  of Common Stock  subject to certain
restrictions ("Awards").  As used in  this Plan, the term "Subsidiary" shall
mean each corporation which is a  "subsidiary corporation" of GameZnFlix within
the meaning of Section 424(f) of  the Internal Revenue Code of 1986, as amended
("Code").  The purpose of this Plan is to provide  Employees with equity-based
compensation incentives to make significant and  extraordinary contributions to
the long-term performance and growth of the  Company, and to attract and retain
employees of exceptional ability.  The Employees shall  be providing bone fide
services to the Company, which such services shall  neither be in connection
with a capital raising function for the Company nor in  connection with making
a market in the Common Stock.

     1.2  Administration.

     1.2.1  The Plan shall be administered by the Board of Directors of
GameZnFlix ("Board").  A majority of its members shall constitute a
quorum.  The Board shall be governed by the provisions of GameZnFlix's
Bylaws and of Nevada law applicable to the Board, except as otherwise
provided herein or determined by the Board.

     1.2.2  The Board shall have full and complete authority, in its
discretion, but subject to the express provisions of the Plan: to approve
the Employees nominated by the management of the Company to be granted
Awards or Stock Options; to determine the number of Awards or Stock
Options to be granted to an Employee; to determine the time or times at
which Awards or Stock Options shall be granted; to establish the terms
and conditions upon which Awards or Stock Options may be exercised; to
remove or adjust any restrictions and conditions upon Awards or Stock
Options; to specify, at the time of grant, provisions relating to
exercisability of Stock Options and to accelerate or otherwise modify the
exercisability of any Stock Options; and to adopt such rules and regu-
lations and to make all other determinations deemed necessary or
desirable for the administration of the Plan.  All interpretations and
constructions of the Plan by the Board, and all of its actions hereunder,
shall be binding and conclusive on all persons for all purposes.

     1.2.3  The Company hereby agrees to indemnify and hold harmless each
Board member and each Employee of the Company, and the estate and heirs
of such Board member or Employee, against all claims, liabilities,
expenses, penalties, damages or other pecuniary losses, including legal
fees, which such Board member or Employee, his or her estate or heirs may
suffer as a result of his or her responsibilities, obligations or duties
in connection with the Plan, to the extent that insurance, if any, does
not cover the payment of such items.  No member of the Board or the Board
shall be liable for any action or determination made in good faith with
respect to the Plan or any Award or Stock Option granted pursuant to the
Plan.

     1.3  Eligibility and Participation.

     Employees eligible under the Plan shall be approved by the Board
from those Employees who, in the opinion of the management of the
Company, are in positions that enable them to make significant and
extraordinary contributions to the long-term performance and growth of
the Company.  In selecting Employees to whom Stock Options or Awards may
be granted, consideration shall be given to factors such as employment
position, duties and responsibilities, ability, productivity, length of
service, morale, interest in the Company and recommendations of supervisors.

     1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be Two Hundred Fifty Million (250,000,000)
subject to adjustment pursuant to the provisions of paragraph 4.1.  If
shares of Common Stock awarded or issued under the Plan are reacquired by
the Company due to a forfeiture or for any other reason, such shares
shall be cancelled and thereafter shall again be available for purposes
of the Plan.  If a Stock Option expires, terminates or is cancelled for
any reason without having been exercised in full, the shares of Common
Stock not purchased thereunder shall again be available for purposes of
the Plan.

     2.  PROVISIONS RELATING TO STOCK OPTIONS.

     2.1  Grants of Stock Options.

     The Board may grant Stock Options in such amounts, at such times,
and to such Employees nominated by the management of the Company as the
Board, in its discretion, may determine.   Stock Options granted under
the Plan shall constitute "Incentive Stock Options" within the meaning of
Section 422 of the Code, if so designated by the Board on the date of
grant.  The Board shall also have the discretion to grant Stock Options
which do not constitute incentive stock options, and any such Stock
Options shall be designated non-statutory stock options by the Board on
the date of grant.  The aggregate fair market value (determined as of the
time an incentive stock option is granted) of the Common Stock with
respect to which incentive stock options are exercisable for the first
time by any Employee during any one calendar year (under all plans of the
Company and any parent or subsidiary of the Company) may not exceed the
maximum amount permitted under Section 422 of the Code (currently one
hundred thousand dollars ($100,000.00)).  Non-statutory stock options
shall not be subject to the limitations relating to incentive stock
options contained in the preceding sentence.  Each Stock Option shall be
evidenced by a written agreement ("Option Agreement") in a form approved
by the Board, which shall be executed on behalf of the Company and by the
Employee to whom the Stock Option is granted, and which shall be subject
to the terms and conditions of this Plan.  In the discretion of the
Board, Stock Options may include provisions (which need not be uniform),
authorized by the Board in its discretion, that accelerate an Employee's
rights to exercise Stock Options following a "Change in Control," as such
term is defined in paragraph 3.1 hereof.  The holder of a Stock Option
shall not be entitled to the privileges of stock ownership as to any
shares of Common Stock not actually issued to such holder.

     2.2  Purchase Price.

     The purchase price ("Exercise Price") of shares of Common Stock
subject to each non-statutory Stock Option ("Option Shares") shall be
equal to whatever price is established by the Board, in its sole
discretion, on the date of the grant.  The Exercise Price of Incentive
Stock Options shall be the fair market value of the options on the date
of the grant thereof.  For an Employee holding stock possessing more than
ten percent (10%) percent of the total combined voting power of all
classes of stock of the Company, the Exercise Price of an incentive
Stock Option shall be at least one hundred ten percent (110%) of the
fair market value of the Common Stock and such option.

     2.3  Option Period.

     The Stock Option period ("Term") shall commence on the date of grant
of the incentive Stock Option and shall be ten (10) years or such shorter
period as is determined by the Board; the Term for an incentive Stock
Option granted to an Employee holding stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock
of the Company shall be five (5) years from the date such option is
granted.  The Term for Non-statutory Stock Options shall be whatever
period, if any, is set by the Board.  Each Stock Option shall provide
that it is exercisable over its term in such periodic installments as the
Board in its sole discretion may determine.  Such provisions need not be
uniform.  Notwithstanding the foregoing, but subject to the provisions of
paragraphs 1.2.2 and 2.1, Stock Options granted to Employees who are
subject to the reporting requirements of Section 16(a) of the Exchange
Act ("Section 16 Reporting Persons") shall not be exercisable until at
least six (6) months and one day from the date the Stock Option is
granted.

     2.4  Exercise of Options.

     2.4.1  Each Stock Option may be exercised in whole or in part (but not
as to fractional shares) by delivering it for surrender or endorsement to
the Company, attention of the Corporate Secretary, at the principal
office of the Company, together with payment of the Exercise Price and an
executed Notice and Agreement of Exercise in the form prescribed by
paragraph 2.4.2.  Payment may be made  (i) in cash, (ii) by cashier's or
certified check, (iii) by surrender of previously owned shares of the
Company's Common Stock valued pursuant to paragraph 2.2 (if the Board
authorizes payment in stock in its discretion), (iv) by withholding from
the Option Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price
of the Stock Option, if such withholding is authorized by the Board in
its discretion, (v) in the discretion of the Board, by the delivery to
the Company of the optionee's promissory note secured by the Option
Shares, bearing interest at a rate sufficient to prevent the imputation
of interest under Sections 483 or 1274 of the Code, and having such other
terms and conditions as may be satisfactory to the Board, or (vi)
cashless exercise program as established by GameZnFlix.

     2.4.2  Exercise of each Stock Option is conditioned upon the agreement
of the Employee to the terms and conditions of this Plan and of such
Stock Option as evidenced by the Employee's execution and delivery of a
Notice and Agreement of Exercise in a form to be determined by the Board
in its discretion.  Such Notice and Agreement of Exercise shall set forth
the agreement of the Employee that:  (a) no Option Shares will be sold or
otherwise distributed in violation of the Securities Act of 1933
("Securities Act") or any other applicable federal or state securities
laws, (b) each Option Share certificate may be imprinted with legends
reflecting any applicable federal and state securities law restrictions
and conditions, (c) the Company may comply with said securities law
restrictions and issue "stop transfer" instructions to its Transfer Agent
and Registrar without liability, (d) if the Employee is a Section 16
Reporting Person, the Employee will furnish to the Company a copy of each
Form 4 or Form 5 filed by said Employee and will timely file all reports
required under federal securities laws, and (e) the Employee will report
all sales of Option Shares to the Company in writing on a form prescribed
by the Company.

     2.4.3  No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been fully
complied with.  The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for
the issuance of Stock Options and shares acquired thereunder, but there
may be times when no such Registration Statement will be currently
effective.  The exercise of Stock Options may be temporarily suspended
without liability to the Company during times when no such Registration
Statement is currently effective, or during times when, in the reasonable
opinion of the Board, such suspension is necessary to preclude violation
of any requirements of applicable law or regulatory bodies having
jurisdiction over the Company.  If any Stock Option would expire for any
reason except the end of its term during such a suspension, then if
exercise of such Stock Option is duly tendered before its expiration,
such Stock Option shall be exercisable and exercised (unless the
attempted exercise is withdrawn) as of the first day after the end of
such suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

     2.5  Restrictions on Transfer.

     Each Stock Option granted under this Plan shall be transferable only
by will or the laws of descent and distribution.  No interest of any
Employee under the Plan shall be subject to attachment, execution,
garnishment, sequestration, the laws of bankruptcy or any other legal or
equitable process.  Each Stock Option granted under this Plan shall be
exercisable during an Employee's lifetime only by such Employee or by
such Employee's legal representative.

     3.  PROVISIONS RELATING TO AWARDS.

     3.1  Grant of Awards.

     Subject to the provisions of the Plan, the Board shall have full and
complete authority, in its discretion, but subject to the express
provisions of this Plan, to (i) grant Awards pursuant to the Plan, (ii)
determine the number of shares of Common Stock subject to each Award
("Award Shares"), (iii) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to
be paid by the Employee for such Common Stock, which may, in the Board's
discretion, consist of the delivery of the Employee's promissory note
meeting the requirements of paragraph 2.4.1, (iv) establish and modify
performance criteria for Awards, and (v) make all of the determinations
necessary or advisable with respect to Awards under the Plan.  Each award
under the Plan shall consist of a grant of shares of Common Stock subject
to a restriction period (after which the restrictions shall lapse), which
shall be a period commencing on the date the award is granted and ending
on such date as the Board shall determine ("Restriction Period").  The
Board may provide for the lapse of restrictions in installments, for
acceleration of the lapse of restrictions upon the satisfaction of such
performance or other criteria or upon the occurrence of such events as
the Board shall determine.

     3.2  Incentive Agreements.

     Each Award granted under the Plan shall be evidenced by a written
agreement (an "Incentive Agreement") in a form approved by the Board and
executed by the Company and the Employee to whom the Award is granted.
Each Incentive Agreement shall be subject to the terms and conditions of
the Plan and other such terms and conditions as the Board may specify.

     3.3  Waiver of Restrictions.

     The Board may modify or amend any Award under the Plan or waive any
restrictions or conditions applicable to such Awards; provided, however,
that the Board may not undertake any such modifications, amendments or
waivers if the effect thereof materially increases the benefits to any
Employee, or adversely affects the rights of any Employee without his or
her consent.

     3.4  Terms and Conditions of Awards.

     3.4.1  Upon receipt of an Award of shares of Common Stock under the
Plan, even during the Restriction Period, an Employee shall be the holder
of record of the shares and shall have all the rights of a shareholder
with respect to such shares, subject to the terms and conditions of the
Plan and the Award.

     3.4.2  Except as otherwise provided in this paragraph 3.4, no shares
of Common Stock received pursuant to the Plan shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period applicable to such shares.  Any purported disposition
of such Common Stock in violation of this paragraph 3.4.2 shall be null
and void.

     3.4.3  The Board may require under such terms and conditions as it
deems appropriate or desirable that (i) the certificates for Common Stock
delivered under the Plan are to be held in custody by the Company or a
person or institution designated by the Company until the Restriction
Period expires, (ii) such certificates shall bear a legend referring to
the restrictions on the Common Stock pursuant to the Plan, and (iii) the
Employee shall have delivered to the Company a stock power endorsed in
blank relating to the Common Stock.

     4.  MISCELLANEOUS PROVISIONS.

     4.1  Adjustments Upon Change in Capitalization.

     4.1.1  The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price), the
maximum number of Stock Options that may be granted under the Plan, the
minimum number of shares as to which a Stock Option may be exercised at
any one time, and the number and class of shares subject to each
outstanding Award, shall be proportionately adjusted in the event of any
increase or decrease in the number of the issued shares of Common Stock
which results from a split-up or consolidation of shares, payment of a
stock dividend or dividends exceeding a total of five percent (5%) for
which the record dates occur in any one fiscal year, a recapitalization
(other than the conversion of convertible securities according to their
terms), a combination of shares or other like capital adjustment, so that
(i) upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee would have received had such
Employee been the holder of the number of shares of Common Stock for
which the Stock Option is being exercised upon the date of such change or
increase or decrease in the number of issued shares of the Company, and
(ii) upon the lapse of restrictions of the Award Shares, the Employee
shall receive the number and class of shares such Employee would have
received if the restrictions on the Award Shares had lapsed on the date
of such change or increase or decrease in the number of issued shares of
the Company.

     4.1.2  Upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which  is not the surviving
corporation or in which GameZnFlix survives as a wholly-owned subsidiary
of another corporation, or upon a sale of all or substantially all of the
property of the Company to another corporation, or any dividend or
distribution to shareholders of more than ten percent (10%) of the
Company's assets, adequate adjustment or other provisions shall be made
by the Company or other party to such transaction so that there shall
remain and/or be substituted for the Option Shares and Award Shares
provided for herein, the shares, securities or assets which would have
been issuable or payable in respect of or in exchange for such Option
Shares and Award Shares then remaining, as if the Employee had been the
owner of such shares as of the applicable date.  Any securities so
substituted shall be subject to similar successive adjustments.

     4.2  Withholding Taxes.

     The Company shall have the right at the time of exercise of any
Stock Option, the grant of an Award, or the lapse of restrictions on
Award Shares, to make adequate provision for any federal, state, local or
foreign taxes which it believes are or may be required by law to be
withheld with respect to such exercise ("Tax Liability"), to ensure the
payment of any such Tax Liability.  The Company may provide for the
payment of any Tax Liability by any of the following means or a
combination of such means, as determined by the Board in its sole and
absolute discretion in the particular case:  (i) by requiring the
Employee to tender a cash payment to the Company, (ii) by withholding
from the Employee's salary, (iii) by withholding from the Option Shares
which would otherwise be issuable upon exercise of the Stock Option, or
from the Award Shares on their grant or date of lapse of restrictions,
that number of Option Shares or Award Shares having an aggregate fair
market value (determined in the manner prescribed by paragraph 2.2) as of
the date the withholding tax obligation arises in an amount which is
equal to the Employee's Tax Liability or (iv) by any other method deemed
appropriate by the Board.  Satisfaction of the Tax Liability of a Section
16 Reporting Person may be made by the method of payment specified in
clause (iii) above only if the following two conditions are satisfied:

     (a)  the withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six (6) months and
one day following the date of grant of such Stock Option or Award; and

     (b)  the withholding of Option Shares or Award Shares is made either
(i) pursuant to an irrevocable election ("Withholding Election") made by
such Employee at least six months in advance of the withholding of
Options Shares or Award Shares, or (ii) on a day within a ten (10) day
"window period" beginning on the third business day following the date of
release of the Company's quarterly or annual summary statement of sales
and earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election
may be disapproved by the Board at any time.

     4.3  Relationship to Other Employee Benefit Plans.

     Stock Options and Awards granted hereunder shall not be deemed to be
salary or other compensation to any Employee for purposes of any pension,
thrift, profit-sharing, stock purchase or any other employee benefit plan
now maintained or hereafter adopted by the Company.

     4.4  Amendments and Termination.

     The Board of Directors may at any time suspend, amend or terminate
this Plan.  For incentive stock options only, no amendment or
modification of this Plan may be adopted, except subject to stockholder
approval, which would: (a) materially increase the benefits accruing to
Employees under this Plan, (b) materially increase the number of
securities which may be issued under this Plan (except for adjustments
pursuant to paragraph 4.1 hereof), or (c) materially modify the
requirements as to eligibility for participation in the Plan.

     4.5  Successors in Interest.

     The provisions of this Plan and the actions of the Board shall be
binding upon all heirs, successors and assigns of the Company and of
Employees.

     4.6  Other Documents.

     All documents prepared, executed or delivered in connection with
this Plan (including, without limitation, Option Agreements and Incentive
Agreements) shall be, in substance and form, as established and modified
by the Board; provided, however, that all such documents shall be subject
in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the
provisions of this Plan shall prevail.

     4.7  No Obligation to Continue Employment.

     This Plan and grants hereunder shall not impose any obligation on
the Company to continue to employ any Employee.  Moreover, no provision
of this Plan or any document executed or delivered pursuant to this Plan
shall be deemed modified in any way by any employment contract between an
Employee (or other employee) and the Company.

     4.8  Misconduct of an Employee.

     Notwithstanding any other provision of this Plan, if an Employee
commits fraud or dishonesty toward the Company or wrongfully uses or
discloses any trade secret, confidential data or other information
proprietary to the Company, or intentionally takes any other action
materially inimical to the best interests of the Company, as determined
by the Board, in its sole and absolute discretion, such Employee shall
forfeit all rights and benefits under this Plan.

     4.9  Term of Plan.

     This Plan was adopted by the Board effective July 13, 2005.  No
Stock Options or Awards may be granted under this Plan after July 13, 2015.

     4.10  Governing Law.

     This Plan shall be construed in accordance with, and governed by,
the laws of the State of Nevada.

     4.11  Shareholder Approval.

     No Stock Option shall be exercisable, or Award granted, unless and
until the Directors of the Company have approved this Plan and all other
legal requirements have been fully complied with.  In addition, no
Incentive Stock Option shall be granted until approved by a majority of
the issued and outstanding Common Stock of the GameZnFlix.

     4.12  Assumption Agreements.

     The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to the
consummation of each such transaction, to assume and agree to perform the
terms and provisions remaining to be performed by the Company under each
Incentive Agreement and Stock Option and to preserve the benefits to the
Employees thereunder.  Such assumption and agreement shall be set forth
in a written agreement in form and substance satisfactory to the Board
(an "Assumption Agreement"), and shall include such adjustments, if any,
in the application of the provisions of the Incentive Agreements and
Stock Options and such additional provisions, if any, as the Board shall
require and approve, in order to preserve such benefits to the Employees.
 Without limiting the generality of the foregoing, the Board may require
an Assumption Agreement to include satisfactory undertakings by a
successor:

     (a)  to provide liquidity to the Employees at the end of the
Restriction Period applicable to Common Stock awarded to them under the
Plan, or on the exercise of Stock Options;

     (b)  if the succession occurs before the expiration of any period
specified in the Incentive Agreements for satisfaction of performance
criteria applicable to the Common Stock awarded thereunder, to refrain
from interfering with the Company's ability to satisfy such performance
criteria or to agree to modify such performance criteria and/or waive any
criteria that cannot be satisfied as a result of the succession;

     (c)  to require any future successor to enter into an Assumption
Agreement; and

     (d)  to take or refrain from taking such other actions as the Board
may require and approve, in its discretion.

The Board referred to in this paragraph 4.12 is the Board appointed by a
Board of Directors in office prior to the succession then under
consideration.

     4.13  Compliance With Rule 16b-3.

     Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any provision of
the Plan or action by the Board fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by the
Board.

     IN WITNESS WHEREOF, this Plan has been executed as of the 9th day of
January, 2006.

                                       GameZnFlix, Inc.



                                       By: /s/  John Fleming
                                       John Fleming, CEO