Securities Purchase Agreement (2004)Full Document 

Start of Preview
                         SECURITIES PURCHASE AGREEMENT

                         SECURITIES PURCHASE AGREEMENT

     Securities Purchase Agreement dated as of November 11, 2004
(this "Agreement") by and between GameZnFlix, Inc., a Nevada
corporation, with principal executive offices located at 1535
Blackjack Road, Franklin, Kentucky 42134 (the "Company"), and Golden
Gate Investors, Inc. ("Buyer").

     WHEREAS, Buyer desires to purchase from the Company, and the
Company desires to issue and sell to Buyer, upon the terms and
subject to the conditions of this Agreement, the         Convertible
Debenture of the Company in the aggregate principal amount of
$1,500,000 (the "Debenture"); and

     WHEREAS, in conjunction with the Debenture, the Company has
issued a Warrant to Purchase Common Stock to the Buyer (the "Warrant
or Conversion Warrant"); and

     WHEREAS, upon the terms and subject to the conditions set forth
in the Debenture and the Warrant, the Debenture and Warrant are
convertible and exercisable, respectively, into shares of the
Company's Common Stock (the "Common Stock");

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

I.  PURCHASE AND SALE OF DEBENTURE

     A.  Transaction.  Buyer hereby agrees to purchase from the
Company, and the Company has offered and hereby agrees to issue and
sell to Buyer in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as
amended (the "Securities Act"), the Debenture.

     B.  Purchase Price; Form of Payment.  The purchase price for
the Debenture to be purchased by Buyer hereunder shall be $1,500,000
(the "Purchase Price").  Simultaneously with the execution of this
Agreement, Buyer shall pay $500,000 of the Purchase Price (the
"Initial Purchase Price") by wire transfer of immediately available
funds to the Company.  Simultaneously with the execution of this
Agreement, the Company shall deliver the Debenture and the Conversion
Warrants (which shall have been duly authorized, issued and executed
I/N/O Buyer or, if the Company otherwise has been notified, I/N/O
Buyer's nominee).  When the remaining principal balance of the
Debenture declines to less than $100,000, Buyer shall immediately
send via wire an additional $500,000 of the Purchase Price. When the
remaining principal balance of the Debenture once again declines to
less than $100,000, Buyer shall immediately send via wire the
remaining $500,000 of the Purchase Price.

II.  BUYER'S REPRESENTATIONS AND WARRANTIES

     Buyer represents and warrants to and covenants and agrees with the
Company as follows:

     A.  Buyer is purchasing the Debenture and the Common Stock
issuable upon conversion or redemption of the Debenture (the
"Conversion Shares" and, collectively with the Debenture and the
Warrant Shares, the "Securities") for its own account, for investment
purposes only and not with a view towards or in connection with the
public sale or distribution thereof in violation of the Securities Act.

     B.  Buyer is (i) an "accredited investor" within the meaning of
Rule 501 of Regulation D under the Securities Act, (ii) experienced
in making investments of the kind contemplated by this Agreement,
(iii) capable, by reason of its business and financial experience, of
evaluating the relative merits and risks of an investment in the
Securities, and (iv) able to afford the loss of its investment in the
Securities.

     C.  Buyer understands that the Securities are being offered and
sold by the Company in reliance on an exemption from the registration
requirements of the Securities Act and equivalent state securities
and "blue sky" laws, and that the Company is relying upon the
accuracy of, and Buyer's compliance with, Buyer's representations,
warranties and covenants set forth in this Agreement to determine the
availability of such exemption and the eligibility of Buyer to
purchase the Securities;

     D.  Buyer understands that the Securities have not been
approved or disapproved by the Securities and Exchange Commission
(the "Commission") or any state or provincial securities commission.

End of Preview