WARRANT
      TO PURCHASE COMMON STOCK

     

    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:
      Infinium Labs, Inc.

    Class
      of
      Stock: Common Stock 

    Issue
      Date: January 24, 2006

    Expiration
      Date: January 24, 2009

     

    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 Infinium Labs, Inc., a Delaware
      corporation (the “Company”) and Golden Gate Investors, Inc. (“Holder”).


    


    ARTICLE
      1

    DESCRIPTION
      OF WARRANTS

     

    1.1  Warrants.The
      Company hereby grants to Holder the right to purchase 5,000,000 shares of the
      Company’s Common Stock (the “Shares” or “Warrant Shares”) at a price per share
      equal to the Exercise Price set forth in section 2.4 below. 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 Securities Purchase Agreement.


     

    1.2 Requirement
      to Exercise. Holder
      agrees that, beginning in the first full calendar month after the Registration
      Statement is declared effective, Holder will simultaneously exercise a
      percentage of this Warrant that is equal to the percentage of the Debenture
      being converted, provided that the Common Shares are available, registered
      and
      freely tradable. If Holder exercises more than 5% of the Warrants in any
      calendar month, the excess over 5% shall be credited against the next month’s
      minimum exercise amount. In the event Holder does not simultaneously exercise
      this Warrant with the Debenture, Holder shall not be entitled to receive the
      shares of common stock for the portion of the Debenture being simultaneously
      converted..

     

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

     

    
      	_________ 	
               _________

            
	Initials 	
               Initials

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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 two (2) 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 per Share.

     

    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 3.1 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 3.1 and Section 3.2 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.

     

    
      	_________ 	
               _________

            
	Initials 	
               Initials

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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
      3.1 and Section 3.2 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.

     

    
      	_________ 	
               _________

            
	Initials 	
               Initials

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      	_________ 	
               _________

            
	Initials 	
               Initials

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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 Issue 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.

     

    
      	_________ 	
               _________

            
	Initials 	
               Initials

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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:

    


    Infinium
      Labs, Inc.

    1191
      Second Avenue, 5th
      Floor

    Seattle,
      Washington 98101

    Telephone: 206-393-3000

    Facsimile: 206-393-3031

    


    


    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.

     

    
      	_________ 	
               _________

            
	Initials 	
               Initials

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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.

     

    Infinium
      Labs, Inc.     Golden
      Gate Investors, Inc.

     

    By:
      /s/ Greg Koler_____________  By:
      /s/ Travis Huff___________

     

    


     

    Title:
      President and CEO_______  Title:
      Portfolio Manager ______

     

    
      
        	_________ 	
                 _________

              
	Initials 	
                 Initials

              


      



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    APPENDIX
      1

     

    WARRANT
      NOTICE OF EXERCISE

     

    1. The
      undersigned hereby elects to purchase _____ shares of the Common Stock of
      Infinium Labs, Inc. pursuant to the terms of the Warrant to Purchase Common
      Stock issued to Golden Gate Investors, Inc. on January ___, 2006.

     

    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:

    


    Golden
      Gate Investors, Inc.

    7817
      Herschel Ave., Suite 200

    La
      Jolla,
      California 92037

     

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

     

    


     

    ________________________________

     

    (Signature)

     

    ___________________________

     

    (Date)

     

    
      
        	_________ 	
                 _________

              
	Initials 	
                 Initials

              


      

    

     

    
      
        
        

      

      
        8