**NON
      NEGOTIABLE PROMISSORY NOTE**





**Seattle,
                  Washington**
              **January
                  1, 2006**
                
                **$91,774.91**






**FOR
      VALUE RECEIVED** ,
      the
      undersigned, **INFINIUM
      LABS, INC.** , **** a
      Delaware Corporation **,** (the
      " Company "),
      promises to pay **TIMOTHY
      M. ROBERTS** the
“ Holder ”)
      , the
      principal sum of **Ninety
      One Thousand Seven Hundred Seventy Four (U.S.) Dollars and 91/100
      ($91,774.91)** ,
      together with interest thereon at the rate of eight percent (8%) 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 ”)
      shall
      be paid within six months from the date hereof. Interest shall be paid on the
      maturity date at the rate of eight percent (8%) per annum. The principal sum
      of
      the Note reflects all accrued, but unpaid expenses due to Roberts by the
      Company.





**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.**  **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.





**4.**  **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.





**5.**  **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.








**6.**  **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.





**7.**   **Assignment** **.** This
      Note shall not be directly or indirectly assignable or delegable by the Company.





**8.**  **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.





**9.**  **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.





**10.**  **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.1191
                Second Avenue, Suite 500Seattle,
                WA 98101Attention:
                General CounselTelephone:
                (206) 393-3000Facsimile:(206)
                774-1289With
                Copies to:
            Sichenzia
                Ross Friedman Ference LLP1065
                Avenue of the AmericasNew
                York, NY 10018Attention:
                Darrin M. Ocasio, Esq.Telephone:
                (212) 930-9700Facsimile:
                (212) 930-9725If
                to Holder:
            Tim
                Roberts511
                Harbor Gate WayLongboat
                Key, FL 34228Telephone:941-387-7104Facsimile:877-482-9585






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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.





**11.**  **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.





**12.**  **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
      Washington, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of Washington or any other
      jurisdictions) that would cause the application of the laws of any jurisdictions
      other than the State of Washington. Each party hereby irrevocably submits to
      the
      exclusive jurisdiction of the Superior Courts of the State of Washington,
      sitting in the city of Seattle and the United States District Court for the
      Western District of Washington sitting in Seattle, Washington, 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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**13.**  **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.





**14.**  **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.





**15.**  **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.**





**16.**  **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.





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








**INFINIUM
                LABS, INC.**By:/s/
                Greg
                KolerName:Greg
                KolerTitle:Interim
                CEO







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