NON NEGOTIABLE PROMISSORY NOTE

                                JANUARY 27, 2005

SARASOTA, FLORIDA                                                    $__________

FOR VALUE RECEIVED, the undersigned, INFINIUM LABS, INC., a Delaware
Corporation, with a principal office located at 2033 Main Street, Ste 309,
Sarasota, FL 34237 (the "Company"), promises to pay _________________ (the
"Holder") at _________________________ or other address as the Holder shall
specify in writing, the principal sum of ______________ ($__________), together
with interest thereon at the rate of twelve percent (12%) per annum and will be
payable pursuant to the following terms:

1. AMOUNT OF NOTE. The face amount of this Non Negotiable Promissory Note (this
"Note") plus interest at the rate of twelve percent (12%) per annum shall be
payable to the Holder within ninety (90) days from the date hereof.

2. WAIVER AND CONSENT. To the fullest extent permitted by law and except as
otherwise provided herein, the Company waives demand, presentment, protest,
notice of dishonor, suit against or joinder of any other person, and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

3. COSTS, INDEMNITIES AND EXPENSES. The Company agrees to pay all reasonable
fees and costs incurred by the Holder in collecting or securing or attempting to
collect or secure this Note, including reasonable attorneys' fees and expenses,
whether or not involving litigation and/or appellate or bankruptcy proceedings.
The Company agrees to pay any documentary stamp taxes, intangible taxes or other
taxes which may now or hereafter apply to this Note or any payment made in
respect of this Note, and the Company agrees to indemnify and hold the Holder
harmless from and against any liability, costs, attorneys' fees, penalties,
interest or expenses relating to any such taxes, as and when the same may be
incurred.

4. EVENT OF DEFAULT. Upon an Event of Default (as defined below), the entire
principal balance and accrued interest outstanding under this Note, and all
other obligations of the Company under this Note, shall be immediately due and
payable without any action on the part of the Holder, and the Holder shall be
entitled to seek and institute any and all remedies available to it. No remedy
conferred under this Note upon the Holder is intended to be exclusive of any
other remedy available to the Holder, pursuant to the terms of this Note or
otherwise. No single or partial exercise by the Holder of any right, power or
remedy hereunder shall preclude any other or further exercise thereof. The
failure of the Holder to exercise any right or remedy under this Note or
otherwise, or delay in exercising such right or remedy, shall not operate as a
waiver thereof. An "Event of Default" shall be deemed to have occurred upon the
occurrence of any of the following: (i) the Company should fail for any reason
or for no reason to make payment of the outstanding principal balance plus
accrued interest pursuant to this Note within the time prescribed herein or the
Company fails to satisfy any other obligation or requirement of the Company
under this Note; or (ii) any proceedings under any bankruptcy laws of the United
States of America or under any insolvency, reorganization, receivership,
readjustment of debt, dissolution, liquidation or any similar law or statute of
any jurisdiction now or hereinafter in effect (whether in law or at equity) is
filed by or against the Company or for all or any part of its property.
<PAGE>

5. MAXIMUM INTEREST RATE. In no event shall any agreed to or actual interest
charged, reserved or taken by the Holder as consideration for this Note exceed
the limits imposed by New Jersey law. In the event that the interest provisions
of this Note shall result at any time or for any reason in an effective rate of
interest that exceeds the maximum interest rate permitted by applicable law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically reduced to such limit and all sums received by the Holder in
excess of those lawfully collectible as interest shall be applied against the
principal of this Note immediately upon the Holder's receipt thereof, with the
same force and effect as though the Company had specifically designated such
extra sums to be so applied to principal and the Holder had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

6. CANCELLATION OF NOTE. Upon the repayment by the Company of all of its
obligations hereunder to the Holder, including, without limitation, the face
amount of this Note, plus accrued but unpaid interest, the indebtedness
evidenced hereby shall be deemed canceled and paid in full. Except as otherwise
required by law or by the provisions of this Note, payments received by the
Holder hereunder shall be applied first against expenses and indemnities, next
against interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.

7. SEVERABILITY. If any provision of this Note is, for any reason, invalid or
unenforceable, the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect. Any provision of this
Note that is held invalid or unenforceable by a court of competent jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

8. AMENDMENT AND WAIVER. This Note is non negotiable and may be amended, or any
provision of this Note may be waived, provided that any such amendment or waiver
will be binding on a party hereto only if such amendment or waiver is set forth
in a writing executed by the parties hereto. The waiver by any such party hereto
of a breach of any provision of this Note shall not operate or be construed as a
waiver of any other breach.

9. SUCCESSORS. Except as otherwise provided herein, this Note shall bind and
inure to the benefit of and be enforceable by the parties hereto and their
permitted successors and assigns.


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<PAGE>

10. ASSIGNMENT. This Note shall not be directly or indirectly assignable or
delegable by the Company.

11. NO STRICT CONSTRUCTION. The language used in this Note will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party.

12. FURTHER ASSURANCES. Each party hereto will execute all documents and take
such other actions as the other party may reasonably request in order to
consummate the transactions provided for herein and to accomplish the purposes
of this Note.

13. NOTICES, CONSENTS, ETC. Any notices, consents, waivers or other
communications required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) trading day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:

If to the Company:                  Infinium Labs, Inc.
                                    2033 Main Street, Suite 309
                                    Sarasota, FL 34237

                                    Attention: Timothy M. Roberts, CEOP
                                    Telephone: (941) 556-8000
                                    Facsimile: (941) 917-0782

With Copies to:                     Sichenzia Ross Friedman Ference LLP
                                    1065 Avenue of the Americas
                                    New York, NY 10018
                                    Attention: Darrin M. Ocasio, Esq.
                                    Telephone: (212) 930-9700
                                    Facsimile: (212) 930-9725

If to Holder:

                                    Attention:
                                    Telephone:
                                    Facsimile:


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<PAGE>

or at such other address and/or facsimile number and/or to the attention of such
other person as the recipient party has specified by written notice given to
each other party three (3) trading days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

14. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The Holder's
remedies provided in this Note shall be cumulative and in addition to all other
remedies available to the Holder under this Note, at law or in equity (including
a decree of specific performance and/or other injunctive relief), no remedy of
the Holder contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit the
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. Every right and remedy of the Holder under any
document executed in connection with this transaction, including but not limited
to this Note or under applicable law may be exercised from time to time and as
often as may be deemed expedient by the Holder. The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the
Holder and that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, and specific performance
without the necessity of showing economic loss and without any bond or other
security being required.

15. GOVERNING LAW; JURISDICTION. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the Superior Courts of the State of New
York, sitting in the city of New York, New York and the Federal District Court
for the District of New York sitting in New York, New York, for the adjudication
of any dispute hereunder or in connection herewith or therewith, or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.


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<PAGE>

16. NO INCONSISTENT AGREEMENTS. None of the parties hereto will hereafter enter
into any agreement which is inconsistent with the rights granted to the parties
in this Note.

17. THIRD PARTIES. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

18. WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR THE HOLDER TO LOAN TO THE
COMPANY THE MONIES HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

19. ENTIRE AGREEMENT. This Note (including the recitals hereto) sets forth the
entire understanding of the parties with respect to the subject matter hereof,
and shall not be modified or affected by any offer, proposal, statement or
representation, oral or written, made by or for any party in connection with the
negotiation of the terms hereof, and may be modified only by instruments signed
by all of the parties hereto.

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<PAGE>

IN WITNESS WHEREOF, this Note is executed by the undersigned as of the date
hereof.

                                          HOLDER:
                                          ______________________________________


                                          By: __________________________________

                                          COMPANY:
                                          INFINIUM LABS, INC.

                                          By: __________________________________
                                          Name:  Timothy M. Roberts
                                          Title: CEO