EX-4.2

     AMENDED AND RESTATED STOCK INCENTIVE PLAN (AMENDMENT NO. 2)

                            GAMEZNFLIX, INC.
                          AMENDED AND RESTATED
                          STOCK INCENTIVE PLAN
                           (AMENDMENT NO. 2)

     1.  GENERAL PROVISIONS.

     1.1  Purpose.

     The GameZnFlix, Inc. Amended and Restated Stock Incentive Plan
(Amendment No. 2) ("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
("Common Stock"), 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.

     1.2  Administration.

     1.2.1  The Plan shall be administered by the Compensation Committee
("Committee") of, or appointed by, the Board of Directors of GameZnFlix
("Board").  The Committee shall select one of its members as Chairman and
shall act by vote of a majority of a quorum, or by unanimous written
consent.  A majority of its members shall constitute a quorum.  The
Committee 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 Committee 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 Committee, 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
Committee member and each Employee of the Company, and the estate and
heirs of such Committee member or Employee, against all claims,
liabilities, expenses, penalties, damages or other pecuniary losses,
including legal fees, which such Committee 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 Committee 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 Committee
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 Million (200,000,000) 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 Committee may grant Stock Options in such amounts, at such
times, and to such Employees nominated by the management of the Company
as the Committee, 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 Committee
on the date of grant.  The Committee 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 Committee 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 exercis-
able 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 Committee, 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 Committee, Stock Options may include
provisions (which need not be uniform), authorized by the Committee 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 Committee, 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 Committee; 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
Committee 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 Committee
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 Committee
in its discretion, (v) in the discretion of the Committee, 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 Committee,
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
Committee 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 Committee, 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 Committee 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
Committee'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 Committee shall
determine ("Restriction Period").  The Committee 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 Committee 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 Committee
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
Committee may specify.

     3.3  Waiver of Restrictions.

     The Committee may modify or amend any Award under the Plan or waive
any restrictions or conditions applicable to such Awards; provided,
however, that the Committee 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 Committee 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 Committee 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 Committee.  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 Committee 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 Committee 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 Committee; 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 Committee, 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 January 28, 2005.  No
Stock Options or Awards may be granted under this Plan after January 28, 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
Committee (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 Committee shall require and approve, in order to preserve
such benefits to the Employees.  Without limiting the generality of the
foregoing, the Committee 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
Committee may require and approve, in its discretion.

     The Committee referred to in this paragraph 4.12 is the Committee
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 Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable
by the Committee.

     IN WITNESS WHEREOF, this Plan has been executed as of the 28th day
of January, 2005.

                                       GameZnFlix, Inc.



                                       By: /s/  John Fleming
                                       John Fleming, CEO