Unassociated Document


    
      Exhibit
        4.2

      


      INFINIUM
        LABS, INC. 

      2005
        EMPLOYEE COMPENSATION PLAN-B

      
        
          

        



      


      This
        Infinium Labs, Inc. 2005
        EMPLOYEE COMPENSATION PLAN-B
        (the
        "Plan")
        is
        designed to retain employees and reward them for making major contributions
        to
        the success of the Company. These objectives are accomplished by making
        incentive awards under the Plan thereby providing Participants with a
        proprietary interest in the growth and performance of the Company.

      


      
        	14.  	
                Definitions.

              


      

      


      
        	(a)  	
                "Board"
                  -
                  The Board of Directors of the
                  Company.

              


      

      


      
        	(b)  	
                "Code"
                  -
                  The Internal Revenue Code of 1986, as amended from time to
                  time.

              


      

      


      
        	(c)  	
                "Committee"
                  -
                  The Compensation Committee of the Company's Board, or such other
                  committee
                  of the Board that is designated by the Board to administer the
                  Plan,
                  composed of not less than two members of the Board all of whom
                  are
                  disinterested persons, as contemplated by Rule 16b-3 ("Rule
                  16b-3")
                  promulgated under the Securities Exchange Act of 1934, as amended
                  (the
                  "Exchange
                  Act").

              


      

      


      
        	(d)  	
                "Company"
                  -
                  Infinium Labs, Inc. and its subsidiaries including subsidiaries
                  of
                  subsidiaries.

              


      

      


      
        	(e)  	
                "Exchange Act"
                  -
                  The Securities Exchange Act of 1934, as amended from time to
                  time.

              


      

      


      
        	(f)  	
                "Fair
                  Market Value"
                  -
                  The fair market value of the Company's issued and outstanding Stock
                  as
                  determined in good faith by the Board or
                  Committee.

              


      

      


      
        	(g)  	
                "Grant"
                  -
                  The grant of any stock award to a Participant pursuant to such
                  terms,
                  conditions and limitations as the Committee may establish in order
                  to
                  fulfill the objectives of the Plan.

              


      

      


      
        	(h)  	
                "Grant
                  Agreement"
                  -
                  An agreement between the Company and a Participant that sets forth
                  the
                  terms, conditions and limitations applicable to a
                  Grant.

              


      

      


      
        	(i)  	
                "Participant"
                  -
                  An outside consultants, professional and service provider of the
                  Company
                  to whom an Award has been made under the
                  Plan.

              


      

      


      
        	(j)  	
                "Securities
                  Act"
                  -
                  The Securities Act of 1933, as amended from time to
                  time.

              


      

      


      
        	(k)  	
                "Stock"
                  -
                  Authorized and issued or unissued shares of common stock of the
                  Company.

              


      

      


      
        	(l)  	
                "Stock
                  Award"
                  -
                  A Grant made under the Plan in stock or denominated in units of
                  stock for
                  which the Participant is not obligated to pay additional
                  consideration.

              


      

      


      
        	15.  	
                Administration.

              


      

      The
        Plan
        shall be administered by the Board, provided however, that the Board may
        delegate such administration to the Committee. Subject to the provisions
        of the
        Plan, the Board and/or the Committee shall have authority to (a) grant, in
        its
        discretion, Stock Awards; (b) determine in good faith the fair market value
        of
        the Stock covered by any Grant; (c) determine which eligible persons shall
        receive Grants and the number of shares, restrictions, terms and conditions
        to
        be included in such Grants; (d) construe and interpret the Plan; (e) promulgate,
        amend and rescind rules and regulations relating to its administration, and
        correct defects, omissions and inconsistencies in the Plan or any Grant;
        (f)
        consistent with the Plan and with the consent of the Participant, as
        appropriate, amend any outstanding Grant; (g) determine the duration and
        purpose
        of leaves of absence which may be granted to Participants without constituting
        termination of their engagement for the purpose of the Plan or any Grant;
        and
        (h) make all other determinations necessary or advisable for the Plan's
        administration. The interpretation and construction by the Board of any
        provisions of the Plan or selection of Participants shall be conclusive and
        final. No member of the Board or the Committee shall be liable for any action
        or
        determination made in good faith with respect to the Plan or any Grant made
        thereunder.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	16.  	
                Eligibility.

              


      

      


      The
        persons who shall be eligible to receive Grants shall be non-executive
        employees, consultants and professionals of the Company.

      


      
        	17.  	
                Stock.

              


      

      


      
        	(a)  	
                Authorized
                  Stock:
                  Stock subject to Grants may be either unissued or reacquired
                  Stock.

              


      

      


      
        	(b)  	
                Number
                  of Shares:
                  Subject to adjustment as provided in Section 5(i) of the Plan,
                  the total
                  number of shares of Stock which may be purchased or granted directly
                  by
                  Stock Awards granted under the Plan shall not exceed Ten Million
                  (10,000,000) shares. If any Grant shall for any reason terminate
                  or
                  expire, any shares allocated thereto but remaining unvested shall
                  again be
                  available for Grants with respect thereto under the Plan as though
                  no
                  Grant had previously occurred with respect to such shares. Any
                  shares of
                  Stock issued pursuant to a Grant and repurchased pursuant to the
                  terms
                  thereof shall be available for future Grants as though not previously
                  covered by a Grant.

              


      

      


      
        	(c)  	
                Reservation
                  of Shares:
                  The Company shall reserve and keep available at all times during
                  the term
                  of the Plan such number of shares as shall be sufficient to satisfy
                  the
                  requirements of the Plan. If, after reasonable efforts, which efforts
                  shall not include the registration of the Plan or Grants under
                  the
                  Securities Act, the Company is unable to obtain authority from
                  any
                  applicable regulatory body, which authorization is deemed necessary
                  by
                  legal counsel for the Company for the lawful issuance of shares
                  hereunder,
                  the Company shall be relieved of any liability with respect to
                  its failure
                  to issue and sell the shares for which such requisite authority
                  was so
                  deemed necessary unless and until such authority is
                  obtained.

              


      

      


      
        	18.  	
                Stock
                  Awards.

              


      

      


      All
        or
        part of any Stock Award under the Plan may be subject to conditions established
        by the Board or the Committee, and set forth in a Stock Award Agreement,
        which
        may include, but are not limited to, continuous service with the Company,
        achievement of specific business objectives, increases in specified indices,
        attaining growth rates and other comparable measurements of Company performance.
        Such Awards may be based on Fair Market Value or other specified valuation.
        All
        Stock Awards will be made pursuant to the execution of a Stock Award
        Agreement.

      


      
        	(a)  	
                Conditions
                  and Restrictions.
                  Shares of Stock which Participants may receive as a Stock Award
                  under a
                  Stock Award Agreement may include such restrictions as the Board
                  or
                  Committee, as applicable, shall determine, including restrictions
                  on
                  transfer, repurchase rights, right of first refusal, and forfeiture
                  provisions. When transfer of Stock is so restricted or subject
                  to
                  forfeiture provisions it is referred to as "Restricted
                  Stock."
                  Further, with Board or Committee approval, Stock Awards may be
                  deferred,
                  either in the form of installments or a future lump sum distribution.
                  The
                  Board or Committee may permit selected Participants to elect to
                  defer
                  distributions of Stock Awards in accordance with procedures established
                  by
                  the Board or Committee to assure that such deferrals comply with
                  applicable requirements of the Code including, at the choice of
                  Participants, the capability to make further deferrals for distribution
                  after retirement. Any deferred distribution, whether elected by
                  the
                  Participant or specified by the Stock Award Agreement or by the
                  Board or
                  Committee, may require the payment be forfeited in accordance with
                  the
                  provisions of Section 5(c). Dividends or dividend equivalent rights
                  may be
                  extended to and made part of any Stock Award, subject to such terms,
                  conditions and restrictions as the Board or Committee may
                  establish.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	(b)  	
                Cancellation
                  and Rescission of Grants.
                  Unless the Stock Award Agreement specifies otherwise, the Board
                  or
                  Committee, as applicable, may cancel any unvested or deferred Grants
                  at
                  any time if the Participant is not in compliance with all other
                  applicable
                  provisions of the Stock Award Agreement, the Plan and with the
                  following
                  conditions:

              


      

      


      
        	(i)  	
                A
                  Participant shall not render services for any organization or engage
                  directly or indirectly in any business which, in the judgment of
                  the chief
                  executive officer of the Company or other senior officer designated
                  by the
                  Board or Committee, is or becomes competitive with the Company,
                  or which
                  organization or business, or the rendering of services to such
                  organization or business, is or becomes otherwise prejudicial to
                  or in
                  conflict with the interests of the Company. For Participants whose
                  engagement has terminated, the judgment of the chief executive
                  officer
                  shall be based on the Participant's position and responsibilities
                  while
                  employed by the Company, the Participant's post-engagement
                  responsibilities and position with the other organization or business,
                  the
                  extent of past, current and potential competition or conflict between
                  the
                  Company and the other organization or business, the effect on the
                  Company's customers, suppliers and competitors and such other
                  considerations as are deemed relevant given the applicable facts
                  and
                  circumstances. A Participant who has retired shall be free, however,
                  to
                  purchase as an investment or otherwise, stock or other securities
                  of such
                  organization or business so long as they are listed upon a recognized
                  securities exchange or traded over-the-counter, and such investment
                  does
                  not represent a substantial investment to the Participant or a
                  greater
                  than five percent (5%) equity interest in the organization or
                  business.

              


      

      


      
        	(ii)  	
                A
                  Participant shall not, without prior written authorization from
                  the
                  Company, disclose to anyone outside the Company, or use in other
                  than the
                  Company's business, any confidential information or material relating
                  to
                  the business of the Company, acquired by the Participant either
                  during or
                  after engagement with the Company. 

              


      

      


      
        	(iii)  	
                A
                  Participant shall disclose promptly and assign to the Company all
                  right,
                  title and interest in any invention or idea, patentable or not,
                  made or
                  conceived by the Participant during engagement by the Company,
                  relating in
                  any manner to the actual or anticipated business, research or development
                  work of the Company and shall do anything reasonably necessary
                  to enable
                  the Company to secure a patent where appropriate in the United
                  States and
                  in foreign countries.

              


      

      


      
        	(iv)  	
                Upon
                  exercise, payment or delivery pursuant to a Grant, the Participant
                  shall
                  certify on a form acceptable to the Committee that he or she is
                  in
                  compliance with the terms and conditions of the Plan.
                  

              


      

      


      
        	(c)  	
                Nonassignability.

              


      

      


      
        	(i)  	
                Except
                  pursuant to Section 5(e)(iii) and except as set forth in Section
                  5(d)(ii),
                  no Grant or any other benefit under the Plan shall be assignable
                  or
                  transferable, or payable to, anyone other than the Participant
                  to whom it
                  was granted.

              


      

      


      
        	(ii)  	
                Where
                  a Participant terminates engagement and retains a Grant pursuant
                  to
                  Section 5(e)(ii) in order to assume a position with a governmental,
                  charitable or educational institution, the Board or Committee,
                  in its
                  discretion and to the extent permitted by law, may authorize a
                  third party
                  (including but not limited to the trustee of a "blind" trust),
                  acceptable
                  to the applicable governmental or institutional authorities, the
                  Participant and the Board or Committee, to act on behalf of the
                  Participant with regard to such
                  Awards.

              


      

      


      
        	(d)  	
                Termination
                  of Engagement.
                  If
                  the engagement or service to the Company of a Participant terminates,
                  other than pursuant to any of the following provisions under this
                  Section
                  5(e), all unvested or deferred Stock Awards shall be cancelled
                  immediately, unless the Stock Award Agreement provides otherwise:
                  

              


      

      


      
        	(i)  	
                Retirement
                  Under a Company Retirement Plan.
                  When a Participant's engagement terminates as a result of retirement
                  in
                  accordance with the terms of a Company retirement plan, the Board
                  or
                  Committee may permit Stock Awards to continue in effect beyond
                  the date of
                  retirement in accordance with the applicable Grant Agreement and
                  vesting
                  of any such Grants may be
                  accelerated.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	(ii)  	
                Rights
                  in the Best Interests of the Company.
                  When a Participant resigns from the Company and, in the judgment
                  of the
                  Board or Committee, the acceleration and/or continuation of outstanding
                  Stock Awards would be in the best interests of the Company, the
                  Board or
                  Committee may (i) authorize, where appropriate, the acceleration
                  and/or
                  continuation of all or any part of Grants issued prior to such
                  termination
                  and (ii) permit the vesting of such Grants for such period as may
                  be set
                  forth in the applicable Grant Agreement, subject to earlier cancellation
                  pursuant to Section 8 or at such time as the Board or Committee
                  shall deem
                  the continuation of all or any part of the Participant's Grants
                  are not in
                  the Company's best interest.

              


      

      


      
        	(iii)  	
                Death
                  or Disability of a Participant. 

              


      

      


      
        	(1)  	
                In
                  the event of a Participant's death, the Participant's estate or
                  beneficiaries shall have a period up to the expiration date specified
                  in
                  the Grant Agreement within which to receive or exercise any outstanding
                  Grant held by the Participant under such terms as may be specified
                  in the
                  applicable Grant Agreement. Rights to any such outstanding Grants
                  shall
                  pass by will or the laws of descent and distribution in the following
                  order: (a) to beneficiaries so designated by the Participant; if
                  none,
                  then (b) to a legal representative of the Participant; if none,
                  then (c)
                  to the persons entitled thereto as determined by a court of competent
                  jurisdiction. Grants so passing shall be made at such times and
                  in such
                  manner as if the Participant were
                  living.

              


      

      


      
        	(2)  	
                In
                  the event a Participant is deemed by the Board or Committee to
                  be unable
                  to perform his or her usual duties by reason of mental disorder
                  or medical
                  condition which does not result from facts which would be grounds
                  for
                  termination for cause, Grants and rights to any such Grants may
                  be paid to
                  the Participant, if legally competent, or a committee or other
                  legally
                  designated guardian or representative if the Participant is legally
                  incompetent by virtue of such
                  disability.

              


      

      


      
        	(3)  	
                After
                  the death or disability of a Participant, the Board or Committee
                  may in
                  its sole discretion at any time (1) terminate restrictions in Grant
                  Agreements; (2) accelerate any or all installments and rights;
                  and (3)
                  instruct the Company to pay the total of any accelerated payments
                  in a
                  lump sum to the Participant, the Participant's estate, beneficiaries
                  or
                  representative; notwithstanding that, in the absence of such termination
                  of restrictions or acceleration of payments, any or all of the
                  payments
                  due under the Grant might ultimately have become payable to other
                  beneficiaries.

              


      

      


      
        	(4)  	
                In
                  the event of uncertainty as to interpretation of or controversies
                  concerning this Section 5, the determinations of the Board or Committee,
                  as applicable, shall be binding and
                  conclusive.

              


      

      


      
        	19.  	
                Investment
                  Intent. All Grants under the Plan are intended to be exempt from
                  registration under the Securities Act provided by Rule 701 thereunder.
                  Unless and until the sale and issuance of Stock subject to the
                  Plan are
                  registered under the Securities Act or shall be exempt pursuant
                  to the
                  rules promulgated thereunder, each Grant under the Plan shall provide
                  that
                  the purchases or other acquisitions of Stock thereunder shall be
                  for
                  investment purposes and not with a view to, or for resale in connection
                  with, any distribution thereof. Further, unless the issuance and
                  sale of
                  the Stock have been registered under the Securities Act, each Grant
                  shall
                  provide that no shares shall be purchased upon the exercise of
                  the rights
                  under such Grant unless and until (i) all then applicable requirements
                  of
                  state and federal laws and regulatory agencies shall have been
                  fully
                  complied with to the satisfaction of the Company and its counsel,
                  and (ii)
                  if requested to do so by the Company, the person exercising the
                  rights
                  under the Grant shall (i) give written assurances as to knowledge
                  and
                  experience of such person (or a representative employed by such
                  person) in
                  financial and business matters and the ability of such person (or
                  representative) to evaluate the merits and risks of receiving the
                  Stock as
                  compensation, and (ii) execute and deliver to the Company a letter
                  of
                  investment intent and/or such other form related to applicable
                  exemptions
                  from registration, all in such form and substance as the Company
                  may
                  require. If shares are issued upon exercise of any rights under
                  a Grant
                  without registration under the Securities Act, subsequent registration
                  of
                  such shares shall relieve the purchaser thereof of any investment
                  restrictions or representations made upon the exercise of such
                  rights.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	20.  	
                Amendment,
                  Modification, Suspension or Discontinuance of the Plan. The Board
                  may,
                  insofar as permitted by law, from time to time, with respect to
                  any shares
                  at the time not subject to outstanding Grants, suspend or terminate
                  the
                  Plan or revise or amend it in any respect whatsoever, except that
                  without
                  the approval of the shareholders of the Company, no such revision
                  or
                  amendment shall (i) increase the number of shares subject to the
                  Plan,
                  (ii) decrease the price at which Grants may be granted, (iii) materially
                  increase the benefits to Participants, or (iv) change the class
                  of persons
                  eligible to receive Grants under the Plan; provided, however, no
                  such
                  action shall alter or impair the rights and obligations under any
                  Stock
                  Award outstanding as of the date thereof without the written consent
                  of
                  the Participant thereunder. No Grant may be issued while the Plan
                  is
                  suspended or after it is terminated, but the rights and obligations
                  under
                  any Grant issued while the Plan is in effect shall not be impaired
                  by
                  suspension or termination of the
                  Plan.

              


      

      


      In
        the
        event of any change in the outstanding Stock by reason of a stock split,
        stock
        dividend, combination or reclassification of shares, recapitalization, merger,
        or similar event, the Board or the Committee may adjust proportionally (a)
        the
        number of shares of Stock (i) reserved under the Plan, (ii) covered by
        outstanding Stock Awards; (b) the Stock prices related to outstanding Grants;
        and (c) the appropriate Fair Market Value and other price determinations
        for
        such Grants. In the event of any other change affecting the Stock or any
        distribution (other than normal cash dividends) to holders of Stock, such
        adjustments as may be deemed equitable by the Board or the Committee, including
        adjustments to avoid fractional shares, shall be made to give proper effect
        to
        such event. In the event of a corporate merger, consolidation, acquisition
        of
        property or stock, separation, reorganization or liquidation, the Board or
        the
        Committee shall be authorized to issue or assume stock options, whether or
        not
        in a transaction to which Section 424(a) of the Code applies, and other Grants
        by means of substitution of new Grant Agreements for previously issued Grants
        or
        an assumption of previously issued Grants.

      


      
        	21.  	
                Tax
                  Withholding. The Company shall have the right to deduct applicable
                  taxes
                  from any Grant payment and withhold, at the time of delivery or
                  exercise
                  of Stock Awards or vesting of shares under such Grants, an appropriate
                  number of shares for payment of taxes required by law or to take
                  such
                  other action as may be necessary in the opinion of the Company
                  to satisfy
                  all obligations for withholding of such taxes. If Stock is used
                  to satisfy
                  tax withholding, such stock shall be valued based on the Fair Market
                  Value
                  when the tax withholding is required to be made.
                  

              


      

      
        	22.  	
                Availability
                  of Information. During the term of the Plan and any additional
                  period
                  during which a Grant granted pursuant to the Plan shall be payable,
                  the
                  Company shall make available, not later than one hundred and twenty
                  (120)
                  days following the close of each of its fiscal years, such financial
                  and
                  other information regarding the Company as is required by the bylaws
                  of
                  the Company and applicable law to be furnished in an annual report
                  to the
                  shareholders of the Company. 

              


      

      
        	23.  	
                Notice.
                  Any written notice to the Company required by any of the provisions
                  of the
                  Plan shall be addressed to the chief personnel officer or to the
                  chief
                  executive officer of the Company, and shall become effective when
                  it is
                  received by the office of the chief personnel officer or the chief
                  executive officer. 

              


      

      


      
        	24.  	
                Indemnification
                  of Board. In addition to such other rights or indemnifications
                  as they may
                  have as directors or otherwise, and to the extent allowed by applicable
                  law, the members of the Board and the Committee shall be indemnified
                  by
                  the Company against the reasonable expenses, including attorneys'
                  fees,
                  actually and necessarily incurred in connection with the defense
                  of any
                  claim, action, suit or proceeding, or in connection with any appeal
                  thereof, to which they or any of them may be a party by reason
                  of any
                  action taken, or failure to act, under or in connection with the
                  Plan or
                  any Grant granted thereunder, and against all amounts paid by them
                  in
                  settlement thereof (provided such settlement is approved by independent
                  legal counsel selected by the Company) or paid by them in satisfaction
                  of
                  a judgment in any such claim, action, suit or proceeding, except
                  in any
                  case in relation to matters as to which it shall be adjudged in
                  such
                  claim, action, suit or proceeding that such Board or Committee
                  member is
                  liable for negligence or misconduct in the performance of his or
                  her
                  duties; provided that within sixty (60) days after institution
                  of any such
                  action, suit or Board proceeding the member involved shall offer
                  the
                  Company, in writing, the opportunity, at its own expense, to handle
                  and
                  defend the same. 

              


        	 	 


      

      
        	25.  	
                Governing
                  Law. The Plan and all determinations made and actions taken pursuant
                  hereto, to the extent not otherwise governed by the Code or the
                  securities
                  laws of the United States, shall be governed by the law of the
                  State of
                  Delaware and construed accordingly.


              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	26.  	
                Termination
                  Dates. The Plan shall terminate ten years later, subject to earlier
                  termination by the Board pursuant to Section 7.


              


      

      


      


      
        	 	
                Infinium
                  Labs, Inc.

                a
                  Delaware corporation

                 

                By:
                   /s/
                  Tim
                  Roberts                     
                   

                Its: Chief
                  Executive Officer