ADDENDUM
      TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES
      PURCHASE AGREEMENT

    


    This
      Addendum to Convertible Debenture, Warrant to Purchase Common Stock and
      Securities Purchase Agreement (“Addendum”) is entered into as of the 24 day
      of January 2006 by and between Infinium Labs, Inc., Inc., a Delaware corporation
      (“Infinium”), and Golden Gate Investors, Inc., a California corporation
      (“GGI”).

    


    WHEREAS,
      GGI and Infinium are parties to that certain 5 1⁄4 % Convertible Debenture dated
      as of January 24, 2006 (“Debenture”); and

    


    WHEREAS,
      GGI and Infinium are parties to that certain Warrant to Purchase Common Stock
      dated as of January 24, 2006 (“Warrant”); and

    


    WHEREAS,
      GGI and Infinium are parties to that certain Securities Purchase Agreement
      dated
      as of January 24, 2006; and 

    


    WHEREAS,
      GGI and Infinium are parties to that certain Registration Rights Agreement
      dated
      as of January 24, 2006; and 

    


    WHEREAS,
      the parties desire to amend the Debenture, Warrant and Securities 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, Infinium and GGI agree as
      follows:

    


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

            


    

    


    
      	2.  	
              The
                Debenture Principal Amount shall be $50,000. The Purchase Price for
                the
                Debenture shall be $50,000. Simultaneously with the execution of
                this
                Addendum, GGI shall pay the Purchase Price by wire transfer of immediately
                available funds to Infinium. The second sentence of section 3.1(a)
                of the
                Debenture is amended to read as follows: “The number of shares into which
                this Debenture may be converted is equal to the dollar amount of
                the
                Debenture being converted multiplied by 110, minus the product of
                the
                Conversion Price multiplied by 100 times the dollar amount of the
                Debenture being converted, and the entire foregoing result shall
                be
                divided by the Conversion Price.” 

            


    

    


    
      	3.  	
              The
                Exercise Price of the Warrant shall be $1.09. The Warrant shall be
                exercised in an amount equal to 100 times the amount of the Debenture
                being converted.

            


    

    


    
      	4.  	
              GGI
                will advance up to $50,000 for the payment of legal and accounting
                fees
                for the filing of the Registration Statement for the Conversion Shares
                and
                the Warrant Shares. The amount actually advanced by GGI shall represent
                a
                prepayment towards the exercise of Warrant Shares under the Warrant,
                the
                timing of which shall be at GGI’s sole
                discretion.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	5.  	
              Immediately
                upon execution of this Addendum, Holder shall wire Infinium $80,000.
                Upon
                notification and verification that the Registration Statement has
                been
                filed with the SEC by February 14, 2006, Holder shall wire Infinium
                $150,000. If the Registration Statement is filed later than February
                14,
                2006, Holder shall wire Infinium $50,000. These amounts shall represent
                a
                prepayment towards the exercise of Warrant Shares under the Warrant,
                the
                timing of which shall be at GGI’s sole
                discretion.

            


    

    


    
      	6.  	
              Once
                the Registration Statement is declared effective by the SEC and Infinium
                is able to issue registered Common Stock to Holder, Holder will
                immediately submit a $500 Debenture conversion and related $54,500
                Warrant
                exercise. Within two business days of Holder’s receipt of the Common Stock
                from such Debenture conversion and Warrant exercise, Holder shall
                wire the
                sum of $295,500 to Infinium. Such funds shall represent a prepayment
                towards the exercise of Warrant Shares under the Warrant, the timing
                of
                which shall be at GGI’s sole discretion.


            


    

    


    
      	7.  	
              The
                definition of Deadline in the Debenture shall mean the date that
                is the
                150th
                day from the Closing Date.

            


    

    


    
      	8.  	
              GGI
                acknowledges and agrees that nothing in the Securities Purchase Agreement,
                Debenture, Warrant or Registration Rights Agreement prohibits Infinium
                from obtaining additional financing and registering any securities
                for
                such financing on the same registration statement covering the shares
                for
                GGI’s Debenture and Warrant, provided such additional financing is
                included in the Registration Statement that is filed prior to February
                14,
                2006.

            


    

    


    
      	9.  	
              It
                is understood that the Warrant prepayments set forth in sections
                4, 5 and
                6 above shall not satisfy GGI’s obligation to exercise a minimum of 5% of
                the Warrant per month and deliver such exercise price to
                Infinium.

            


    

    


    
      	10.  	
              Except
                as specifically amended herein, all other terms and conditions of
                the
                Debenture, Warrant and Securities Purchase Agreement shall remain
                in full
                force and effect.

            


    

    


    IN
      WITNESS WHEREOF, Infinium and GGI have caused this Addendum to be signed by
      its
      duly authorized officers on the date first set forth above.

    


    Infinium
      Labs, Inc.     Golden
      Gate Investors, Inc.

    


    By:
      /s/ Greg Koler_______________  By:
      /s/ Travis Huff______________

    


    Name:
      Greg Koler___   ___________  Name:
      Travis Huff______________

    


    Title:
      President and CEO__________  Title:
      Portfolio Manager__________