U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                      FORM 8-K


                                   CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

           Date of Report (date of earliest event reported): October 4, 2005

                                  GAMEZNFLIX, INC.
                  (Exact Name of Company as Specified in Its Charter)

          Nevada                     0-29113                  54-1838089
(State or Other Jurisdiction (Commission File Number)      (I.R.S. Employer
    of Incorporation)                                     Identification No.)

          1535 Blackjack Road, Franklin, Kentucky              42134
          (Address of Principal Executive Offices)           (Zip Code)

        Company's telephone number, including area code:  (270) 598-0385


                Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2 below):

     [  ]  Written communications pursuant to Rule 425 under the
           Securities Act (17 CFR 230.425)

     [  ]  Soliciting material pursuant to Rule 14a-12 under the
           Exchange Act (17 CFR 240.14a-12)

     [  ]  Pre-commencement communications pursuant to Rule 14d-
           2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     [  ]  Pre-commencement communications pursuant to Rule 13e-
           4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On October 4, 2005, the Company entered into a Services
Agreement with Circuit City Stores, Inc. (see Exhibit 10).  Under the
terms of this agreement, the parties will run a pilot program, to
commence on November 1, 2005 and ending on January 15, 2006, in 17
retail stores and on the Circuit City website to promote the service
offered by the Company.  If the pilot program is deemed a success by
both parties, the parties will expand the pilot program to the
remaining approximate 600 retail locations of Circuit City in the
United States by adding 55 Circuit City stores per month.  Under the
terms of this agreement, the parties will share in the revenue from
the sale of Company memberships through Circuit City.

     Attached is a press release issued in connection with this
agreement (see Exhibit 99).

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

     Exhibits included are set forth in the Exhibit Index pursuant
to Item 601of Regulation S-B.

                                  SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       GameZnFlix, Inc.



Dated: October 5, 2005                 By: /s/ Donald N. Gallent
                                       Donald N. Gallent, President


                                  EXHIBIT INDEX

Number                 Description

10     Services Agreement between the Company and Circuit City
       Stores, Inc., dated October 4, 2005 (including Exhibit A:
       Standard Terms and Conditions; and Exhibit C: Test
       Locations) (excluding Exhibit B: Service and Fee Schedule)
       (filed herewith).

99     Press Release issued by the Company, dated October 5, 2005
       (filed herewith).

                                    EX-10
                             SERVICES AGREEMENT

                             SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the "Agreement"), dated as of this 4th day
of  October, 2005 ("Effective Date"), is made by and between CIRCUIT
CITY STORES, INC., a Virginia corporation, with its principal offices
at 9950 Mayland Drive, Richmond, Virginia 23233 ("Circuit City") and
GAMEZNFLIX, INC., a Nevada corporation, with its principal offices at
130 W. Kentucky St, Franklin, KY 42134 ("GNF"), (Circuit City and GNF
are sometimes also collectively referred to herein as the "Parties").

                                  Recitals:

     WHEREAS, GNF, operating primarily through its website,
www.gameznflix.com (the "GNF Website") rents DVD movies and games to
subscriber (the "Services");

     WHEREAS, Circuit City owns and operates approximately 600
commercial electronics retail stores throughout the United States under
the name Circuit City ("Retail Stores") and distributes commercial
electronics products via its website, www.circuitcity.com (the "Circuit
City Website");

     WHEREAS, the Parties desire to enter into this Agreement
pursuant to which the Parties will run a pilot program in the
seventeen (17) Retail Stores set forth on Exhibit C (the 'Pilot
Stores") and on the Circuit City Website (the "Pilot Program") to
promote the Services as described further below; and

     WHEREAS, if the Pilot Program is deemed a success by both
Parties, the Parties desire to expand the Pilot Program to the
remaining Retail Locations (the "National Rollout") on the terms
contained herein or on other terms agreed to at that time.

     NOW, THEREFORE, IN CONSIDERATION of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:

A.  The Pilot Program.

     1.  Marketing Materials.  The design, messaging and terms and
conditions of all Marketing Materials shall be determined
jointly by GNF and Circuit City and will include GNF and
Circuit City branding; Each Party shall have sole
discretion as to the use of its trademarks, service marks
and/or trade names.

     a.  In-Store Marketing Materials. GNF will, at its own
expense, develop and produce all in-store marketing
pieces necessary for the Parties to perform their
obligations under this Agreement (the "Marketing
Materials").  Circuit City will strategically place (such
determination to be at Circuit City's sole discretion),
the Marketing Materials throughout the Pilot Stores.

     b.  Online Marketing Materials.  Circuit City will, at its
own expense develop, design and maintain a co-branded
webpage within the Circuit City Website that will link to
a co-branded website hosted by GNF.   GNF will, at its
own expense, develop, design and maintain a Co-Branded
Website.  The Co-Branded Website will contain (i) the
Circuit City "masthead" with a link back to the Circuit
City Website, (ii) functionality sufficient to determine
(for compensation purposes) whether a subscriber came
directly from a Circuit City link, and (iii) privacy
policy disclosures mutually acceptable to both parties.

     2.  The Offers.  Circuit City will promote the Services through
two separate in-store offers and on the Circuit City
Website (the Promotional Offers").  Each Promotional Offer
will contain a unique code that will identify the customer
as having originated from Circuit City (a "Circuit City Customer").

     a.  The In-Store Package.  At the Pilot Stores, Circuit City
Customers will be able to purchase a standard GNF 3-out
package (as described in Exhibit B) for $16.99 (the "In-
Store Package").  The In-Store Package will not have a
promotional element such as special pricing or a free
trial period.  Those who purchase the In-Store Package
will then register with GNF through the GNF Website and
enter their unique code that identifies them as a Circuit
City Customer and entitles Circuit City to compensation
as set forth herein.

     b.  The In-Store Pamphlet.  At the Pilot Stores, Circuit City
Customers will also be able to receive a pamphlet that
directs customer to co-branded web site to subscribe to
one of the Services on Exhibit B. The pamphlet will
contain a unique code that identifies them as a Circuit
City Customer and entitles Circuit City to compensation
as set forth herein.

     c.  The Online Offer.  Circuit City will promote the Services
set forth on Exhibit B through the Circuit City Website
(the "Online Offer").    Circuit City shall be entitled
to compensation as set forth herein for every subscriber
that Circuit City directs to the Co-Branded Website.

     3.  Term of the Pilot Program.  It is the intentions of the
Parties that the Pilot Program shall commence on or about
November 1, 2005, extend through the holiday season, and
terminate on or about January 15, 2006.  Thereafter, unless
30 days notice is given to the contrary, the national
program will commence under the same terms and conditions
contained herein and will be implemented on a phased-in
basis over the following 12 months in all of the Retail
Stores.  It is anticipated that approximately 55 Circuit
City stores, per month, will be added on the national
rollout portion of the Agreement.

     4.  GNF's Obligations.  GNF warrants and represents that it will
offer the Services in accordance with its Standard Terms
and Conditions, set forth as Exhibit A hereto and
incorporated herein by reference. Under no circumstances
shall GNF amend its Standard Terms and Conditions or offer
the Services in a manner that will discriminate or
discourage the public from subscribing to the Services in a
manner that will compensate Circuit City.  In addition GNF
warrants and represents that the Services will be
competitively priced when compared to other promotions,
products and/or services available in the marketplace that
are substantially similar to the promotions, products
and/or services offered by GNF hereunder.  GNF agrees not
to make any price changes for the Services without Circuit
City's prior written consent, which will not be
unreasonably withheld. Furthermore, GNF will not engage in
any practice intended to or known to have the effect of
making the cancellation of the Services unusually difficult.

     5.  Compensation and Payment.

     a.  General.  For each Circuit City Customer, Circuit City
shall be entitled
to_________________________________________________
(confidential).  Thereafter, GNF will pay to Circuit City
_____________________________ (confidential).  The actual
dollar amount due to Circuit City will vary with the
Service plan chosen by the Circuit City Customer.

     b.  The In-Store Package.
__________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
______(confidential).

     c.  The In-Store Coupon; Online Offer.  When a Circuit City
Customer subscribes to the Services using an In-Store
Coupon or through the Online Offer, GNF will collect all
revenues from the Circuit City Customer.  GNF will, in
accordance with Section A.5.a. above, remit to Circuit
City the appropriate amounts.

     d.  Payment Remittance.  Each Party will remit payment to the
other Party within 30 (thirty) days of the end of the
month during which the payment was earned, as applicable.
For example, payments earned by Circuit City during the
month of September, must be paid to Circuit City no later
than October 30, i.e., 30 days after the last day of
September.

     B.  Reports.  GNF will submit such reports to Circuit City in the
formats and with the frequency as reasonably requested by Circuit
City from time to time, in order to permit Circuit City to verify the
accuracy of revenues received by GNF hereunder and the correlative
payments to Circuit City.  Circuit City will also submit such reports
to GNF in the formats and as reasonably requested by GNF, from time
to time, in order to permit GNF to verify the accuracy of revenues
received by Circuit City for the In-Store Packages and the
correlative payments to GNF.

     C.  Trademarks; Licenses.  Each Party hereby grants to the other a
limited, non-transferable, non-sublicenseable (except to a wholly-
owned subsidiary), and nonexclusive right during the Term to use,
reproduce, distribute and display each Party's copyrights,
trademarks, logos, materials, creative, and/or any other proprietary
materials provided by such Party ("Intellectual Property"), only to
the extent necessary to implement the obligations described herein.
Each Party will use the other Party's Intellectual Property in
accordance with any written guidelines provided by the other Party.
Each Party will have prior approval rights over any use of its
Intellectual Property, including specifically any messaging relating
to such in the other Party's respective media campaigns; provided
that either Party may utilize previously approved Intellectual
Property of the other Party on a going forward basis during the Term
in a substantially similar manner.  For the sake of clarity, as
between the Parties, each Party will exclusively retain all ownership
interests in its Intellectual Property.

     D.  Audit.  During the Term of this Agreement and for a period of two
(2) years following the expiration or termination of this Agreement,
both Parties shall create and maintain sufficient books, records and
accounts related to this Agreement according to generally accepted
accounting practices.  Each Party shall have the right, at its own
expense, to inspect or direct an independent certified public
accountant to inspect and audit those books and records of the other
Party that are relevant to the determination of compensation payable
hereunder, provided, however, that such audits will be conducted no
more than once in any calendar year, upon not less than 30 (thirty)
days' notice, during regular business hours, at mutually agreeable
dates and times (not to be unreasonably withheld or delayed), and
provided further that such accountant, if any, executes a
confidentiality agreement reasonably satisfactory to the Party being
audited, to protect the confidentiality of any records so audited. If
the audit discloses a payment discrepancy or error, the Party
responsible for correcting such error shall make any undisputed
payment or remittance within thirty (30) business days of the
generation of the audit report.  In the event an audit discloses a
payment discrepancy or error of more than ten (10%) percent, the
Party owing such payment or remittance shall bear the cost of the audit.

     E.  Account Management.  GNF and Circuit City shall maintain an
account management structure, as mutually agreed to by the Parties,
in order to facilitate day-to-day communications and performance
under this Agreement.  GNF will provide an Account Manager as the
primary contact for daily operational issues.  The Account Manager
will be responsible for, among other things, leading the core team
dedicated to Circuit City for providing support to Circuit City
Customers, and scheduling and leading conference calls and
coordinating performance reviews.  Circuit City shall have the right
to request revisions to the account management structure based on
continuing needs and experience in operating the Pilot Program (or
the National Rollout).  As mutually agreed to by the Parties, GNF
shall provide resources to expand the number of available
representatives from time to time.  Notwithstanding the above, all
GNF personnel shall be and remain employees or contractors of GNF,
and shall not be employees, agents or contractors of Circuit City.

     F.  Monthly Business Reviews.  The Parties agree to conduct monthly
business reviews during the Pilot Program (or the National Rollout)
to discuss operational issues and innovative solutions for issues
impacting the Pilot Program (or the National Rollout).  At a minimum,
the Parties should continually strive to consider: (i) proposals for
gaining sustainable competitive advantage; and (ii) opportunities to
drive growth and best practices for the Pilot Program (or the
National Rollout).  All plans for business opportunity growth and
best practices shall constitute "Confidential Information" under the
terms of Section J of this Agreement.

     G.  Term; Termination.  The term of this Agreement shall commence on
the Effective Date and continue through the Pilot Program (i.e.
January 2006), and thereafter for a period of at least 12 months,
unless, prior to the end of the Pilot Program and with at least 30
days notice, Circuit City has given GNF notice that it is not going
to go through with the National Rollout.  Either Party may terminate
this Agreement with cause, effective immediately upon providing 10
(10) days notice to the other Party and if the other Party fails to
remedy the breach within five (5) days of such notice, upon any of
the following: (i) if either Party, or its agents or contractors, is
in material breach of this Agreement ; or (ii) in the event that (a)
either Party becomes insolvent, enters into receivership, is the
subject of a voluntary or involuntary bankruptcy proceeding, or makes
an assignment for the benefit of creditors; or (b) a substantial part
of either Party's property is or becomes subject to any levy,
seizure, assignment or sale for or by any creditor or governmental
agency.  Upon termination or expiration: (i) GNF shall continue to
provide Services to Circuit City Customers who  subscribed to the
Service(s) prior to termination of this Agreement; (ii) both Parties
shall pay the respective sums due to the other Party pursuant to this
Agreement as part of the final winding up under the Agreement, if it
is in fact wound up; and (iii) both Parties shall provide reasonable
transition if and when the Agreement is terminated.

     H.  Representations and Warranties.

     1.  Representations and Warranties of Circuit City.  Circuit
City represents and warrants that (i) it has the requisite
authority to enter into and perform its obligations under
this Agreement, (ii) the execution of this Agreement by
Circuit City, and the performance by it of its obligations
and duties hereunder, do not and will not violate any law,
statute, regulation, judgment, order or decree to which
Circuit City is subject, (iii) when executed and delivered
by Circuit City, this Agreement will constitute the legal,
valid and binding obligation of Circuit City, enforceable
against it in accordance with its terms, except as such
enforceability may be limited by law, and (e) Circuit City
is the valid licensor of any and all Intellectual Property
(as defined below) under this Agreement and has full and
sufficient right, power and authority to grant the rights herein.

     2.  Representations and Warranties of GNF.  GNF represents and
warrants that (i) it has the requisite authority to enter
into and perform its obligations under this Agreement, (ii)
the execution of this Agreement by GNF, and the performance
by it of its obligations and duties hereunder, do not and
will not violate any law, statute, regulation, judgment,
order or decree to which GNF is subject, (iii) when
executed and delivered by GNF, this Agreement will
constitute the legal, valid and binding obligation of GNF,
enforceable against it in accordance with its terms, except
as such enforceability may be limited by law, (e) none of
the Services infringe the intellectual property rights
(including but not limited to patent, copyright, trademark,
trade secret or other proprietary rights) of any other
party, and (f) GNF is the valid licensor of any and all
Intellectual Property (as defined below) under this
Agreement and has full and sufficient right, power and
authority to grant the rights herein.

     I.  Indemnification.  Each Party (the "Indemnifying Party") agrees to
indemnify, defend and hold harmless the other Party (the "Indemnified
Party"), its affiliates, and their respective representatives,
employees, directors, officers, and assigns against any losses,
liabilities, lawsuits, penalties, claims or demands (including all
costs, expenses, and attorneys' fees on account thereof)
(collectively, "Claims") arising out of or in connection with (a) any
third party claims for actual or alleged infringement of a third
party's intellectual property rights, (b) any third party claim
arising out of the sale, resale, use or failure of the Services,
including, but not limited to claims for injuries (including death)
to persons or damage to real or tangible property that results from
the Indemnifying Party's negligent or willful acts or omissions or
those of persons furnished by the Indemnifying Party, and (c) the
Indemnifying Party's actual or alleged breach of any applicable law,
statute, order, decree or regulation in performance of its
obligations.  Furthermore, GNF agrees to indemnify, defend and hold
harmless Circuit City against any and all third-party Claims based
upon any Marketing Materials provided by GNF to Circuit City that
Circuit City uses without material alteration and incorporates into
its advertising or upon which Circuit City relies when selling the
Services hereunder.

     J.  Confidentiality.

     1.  Nondisclosure to Third Parties.  To the extent necessary to
perform the obligations related to this Agreement, a Party
(the "Disclosing Party") may share with the other Party
(the "Receiving Party") certain documents and information,
including, but not limited to, information pertaining to
products, business practices, schedules, services, methods,
data, processes, advertising plans, sales, financial
information and operating procedures which the Disclosing
Party considers to be, and treats as, confidential
("Confidential Information"), whether or not specifically
identified as such.  For purposes of this Section J.1.,
Circuit City's Customer information is deemed to be
"Confidential Information," subject to the particular
requirements of Section J.2. below.  The Receiving Party
shall maintain the Disclosing Party's Confidential
Information, in confidence, shall protect it with the same
degree of care which it uses to protect its own
Confidential Information (which shall be not less than
reasonable care), and shall use it for the sole purpose of
performing under this Agreement.  Confidential Information
shall not be distributed, disclosed, conveyed or in any
other manner made available to any consultant,
subcontractor or any third party unless such party is
contractually obligated to maintain the confidentiality of
such Confidential Information in the same manner as
Receiving Party hereunder.  Upon expiration or termination
of this Agreement, the Receiving Party will promptly turn
over to the Disclosing Party or, at the Disclosing Party's
direction, destroy all Confidential Information of the
Disclosing Party, in whole or in part, in whatever format,
including any copies; provided, however, each Party's legal
counsel may keep one copy of all Confidential Information
in its files to be used only in the event a dispute arises
hereunder and only in connection with that dispute.  For
purposes of this paragraph, the term "Confidential
Information" shall not include any information which:  (a)
is in the public domain at the time of disclosure or enters
the public domain following disclosure through no fault of
the Receiving Party; (b) the Receiving Party can
demonstrate was already in its possession prior to
disclosure hereunder or is subsequently disclosed to the
Receiving Party with no obligation of confidentiality by a
third party having the right to disclose it; or (c) is
independently developed by the Receiving Party without
reference to the Disclosing Party's Confidential
Information, provided that the Receiving Party can clearly
demonstrate such independent development through
contemporaneous records showing such development.  The
Receiving Party may disclose the Disclosing Party's
Confidential Information upon the order of any court of
competent jurisdiction or as otherwise required by law or
legal process, provided that prior to such disclosure the
Receiving Party shall inform the Disclosing Party of such
order if permitted by law, in order to provide the
Disclosing Party with an opportunity to contest such order
or to seek such other protective action as the Disclosing
Party may elect.

     2.  Customer Information.  The Circuit City Customer
information provided by Circuit City to GNF under this
Agreement is being provided solely for the purpose of GNF
rendering the Services hereunder ("Customer Information").
GNF acknowledges that the unique Customer Information is
solely the property of Circuit City and agrees that neither
GNF nor its affiliates, employees, contractors or agents
shall use, sell, attempt to sell or solicit by telephone,
mail or in person any Circuit City Customer for any product
or service without the express written consent of Circuit
City.  Additionally, neither GNF nor its affiliates,
employees, contractors or agents will provide any Customer
Information to any third party unless required to fulfill
GNF's obligations under this Agreement, and only to the
extent necessary to fulfill GNF's obligations hereunder,
and any such third party shall be contractually obligated
to maintain the confidentiality of such Customer
Information in the same manner as GNF.  It is specifically
understood and agreed by the Parties that GNF is not
authorized to use the Customer Information provided
hereunder to confirm, compare, or cross reference consumer
data previously obtained by GNF nor may GNF use the
Customer Information in any form of modeling or statistical
sampling or reporting.  In the case of a security breach
involving individually identifiable data, each party agrees
to use its best efforts to notify the other party within
twenty-four (24) hours of such discovery.

     3.  Injunctive Relief.  Each Party agrees that the
confidentiality covenants in this Section J apply to all
Confidential Information and Customer Information disclosed
to it during the term of this Agreement and for a period of
three (3) years after termination for Confidential
Information and for a period of five (5) years after
termination for Customer Information.  In the event of a
violation of any of the terms of this Section J, because of
the unique nature of the Confidential Information and
Customer Information, the Disclosing Party would suffer
irreparable harm, and money damages and other remedies at
law available in the event of a breach or a threatened
breach would not be adequate to compensate for the harm
caused by the breach or the threatened breach.
Accordingly, in addition to any other remedies it may have
hereunder or at law or in equity, the Disclosing Party
shall have the right to obtain injunctive relief for
violation of any of the terms of this Section J.

     K.  Limitation Of Liability.  EXCEPT FOR LIABILITIES ARISING OUT OF A
PARTY'S OBLIGATIONS SET FORTH IN SECTION I (INDEMNIFICATION) AND
SECTION J (CONFIDENTIALITY) OF THIS AGREEMENT, NO PARTY SHALL BE
LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL
PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO
LOSS OF PROFITS, IN CONNECTION WITH ANY MATTERS RELATING DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT OR THE BUSINESS RELATIONSHIP OF THE
PARTIES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

     L.  Insurance.  GNF shall maintain the following insurance with an
insurance carrier authorized to do business in the United States and
having a rating of "A-" or better by A.M. Best Company and a
Financial Size Category of at least Class VIII: (a) a policy of
commercial general liability insurance, covering liability arising
from premises, operations, independent contractors, products-
completed operations, personal injury, advertising injury and
liability assumed under an insured contract, with limits of not less
than $2,000,000 each occurrence; (b) commercial auto liability
insurance to include all owned, non-owned and hired vehicles, with
limits of liability not less than $2,000,000 each accident; and (c)
workers compensation insurance to the extent required by law and
employer's liability insurance, with limits of at least $1,000,000
each accident/disease; and (d) Property insurance including Property
of Others with limits of not less than $2,000,000 each occurrence.
All policies except for (c) above shall name Circuit City Stores,
Inc. as an additional insured.  All certificates will provide for at
least thirty (30) days written notice prior to cancellation of any
insurance referred to under this Agreement.  A certificate of
insurance meeting the above requirements will be delivered to Circuit
City upon renewal of the insurance policy and annually thereafter.

     M.  Miscellaneous.

     1.  Notices.  Any notice required or permitted to be given
under this Agreement shall be given in writing and may be
delivered by (i) personal service, (ii) registered mail,
postage prepaid, addressed to the other Party, or (iii)
overnight delivery services such as Federal Express, or
(iv) facsimile with a follow-up copy by regular mail
address to the other Party as follows:

If to Circuit City:
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
Attn: Marc Sieger
Phone: 804-527-4000, extension 8352
Facsimile: 804-967-8816

If to GNF:
GNF
130 W. Kentucky St
Franklin, KY 42134
Attn: Donald "Chip" Gallent
Phone: 270-598-0385 or 615-349-6400
Facsimile: 270-778-0025 or 615-261-9173

or to such other address or to the attention of such other
persons as either Party may from time to time specify by
notice to the other and shall be deemed given upon
delivery, in the case of personal service or overnight
mail, or in the case of deposit in the United States mails,
five (5) days after mailing.

     2.  Force Majeure.  Each Party shall be excused from any
failure or delay in performance resulting directly or
indirectly from labor problems or disputes, governmental
orders or restrictions, fire, flood, or other acts of
nature, acts of God, accident, war, civil disturbances, or
any other cause beyond such Party's reasonable control.

     3.  Independent Contractors.  Neither Party is, by reason of
this Agreement or for any other reason, an agent or
franchisee of the other Party for any purpose whatsoever,
and neither Party has any authority either express or
implied to bind the other Party on any obligation or
undertaking.  It is specifically understood that the
relationship of the Parties is that of independent contractors.

     4.  Amendments.  No modification, alteration or amendment of
this Agreement including, without limitation, any changes
in the Exhibits shall be binding on the other Party unless
in writing and signed by a duly authorized representative
of each Party.

     5.  Entire Agreement.  This Agreement shall be the entire
agreement between Circuit City and GNF with regard to the
subject matter hereof.  This Agreement shall supersede all
prior understandings, agreements, contracts or arrangements
between the Parties.

     6.  Publicity.  Neither party may issue any public announcement
concerning the transaction, without the approval of the
other party, except as may be required by law. At the
signing of the contract, both parties will issue a joint
press release to announce the deal. Both parties must
approve the release prior to its issuance.

     7.  Assignment.  Neither Circuit City nor GNF may assign,
transfer or sell all or any of its rights under this
Agreement (or delegate any of its obligations hereunder),
without the prior written consent of the other Party.

     8.  Waiver.  No failure or delay by either Party in exercising
any right, power or privilege under this Agreement shall
operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or
privilege.  Any right or remedy of GNF or Circuit City with
respect to a breach set forth in this Agreement shall not,
unless the contrary is expressly indicated, be exclusive
and in addition thereto GNF and Circuit City shall have all
rights and remedies available to them under applicable law
including, but not limited to, equitable relief.

     9.  Severability.  Should any portion of this Agreement be
deemed unenforceable by a court of competent jurisdiction,
the remaining portion hereof shall remain unaffected and be
interpreted as if such unenforceable portions were
initially deleted.

     10.  Survival.  The provisions of this Agreement that, by their
sense and context, are intended to survive performance by
any or all Parties will also survive the completion,
expiration, termination or cancellation of this Agreement.
Expiration or termination of this Agreement will not
relieve any Party from its obligations arising hereunder
prior to such expiration or termination.

     11.  Attorneys Fees and Costs.  Relative to the costs incurred
in the drafting of this Agreement, the Parties Agree to pay
their own legal fees and other expenses incurred by each of
them respectively.  However, notwithstanding the foregoing,
relative to any dispute that arises out or pertaining to
the performance under this Agreement, the Parties agree
that the prevailing party shall be entitled to his
attorney's fees and costs.

     12.  Applicable Law.  This Agreement shall be governed by,
construed and enforced in accordance with the laws of the
Commonwealth of Virginia.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be
duly executed by their respective authorized representatives
effective as of the day and year first above written.

Circuit City Stores, Inc.              GameZnFlix, Inc.



/s/  Marc J. Sieger                    /s/  Donald "Chip" Gallent
Marc J. Sieger, Senior Vice President  Donald "Chip" Gallent, President
Date: October 4, 2005                  Date: October 5, 2005


                                   EXHIBIT A

                          STANDARD TERMS AND CONDITIONS

Acceptance of Terms

Gameznflix.com ("Gameznflix.com") provides its services to you,
subject to the following Terms of Service ("TOS"), which may be
updated by us at any time without notice to you. This page will
contain the most recent terms of service. In addition, when using
Gameznflix.com, Inc. services, you shall be subject to any posted
guidelines or rules applicable to such services which may be posted
at any time. All such guidelines or rules are hereby incorporated by
reference into the TOS.

Description of Service

Gameznflix currently provides users with access to a video game
library and the ability to rent console video games (the "Service").
Unless explicitly stated otherwise, any new features or features that
are added to the Service shall be subject to the TOS. You understand
and agree that the Service is provided "AS-IS" and that Gameznflix
assumes no responsibility for the timeliness, deletion, failure of
delivery or failure to store any user communications or
personalization settings.

You are responsible for obtaining access to the Service and that
access may involve third party fees (such as Internet service
provider or airtime charges). You are responsible for those fees,
including those fees associated with the display or delivery of
advertisements. In addition, you must provide and are responsible for
all equipment necessary to access the Service.

No Resale of Service

You agree not to reproduce, duplicate, copy, sell, resell or exploit
for any commercial purposes, any portion of the Service, use of the
Service, or access to the Service.

Modifications of Service

Gameznflix reserves the right at any time and from time to time to
modify or discontinue, temporarily or permanently, the Service (or
any part thereof) with or without notice. You agree that Gameznflix
shall not be liable to you or to any third party for any
modification, suspension or discontinuance of the Service.

Proprietary Rights

You acknowledge and agree that the Service and any necessary software
used in connection with the Service ("Software") contain proprietary
and confidential information that is protected by applicable
intellectual property and other laws. Except as expressly authorized
by Gameznflix or advertisers, you agree not to modify, rent, lease,
loan, sell, distribute or create derivative works based on the
Service or the Software, in whole or in part. Gameznflix grants you a
personal, non-transferable and non-exclusive right and license to use
the object code of its Software on a single computer; provided that
you do not (and do not allow any third party to) copy, modify, create
a derivative work of, reverse engineer, reverse assemble or otherwise
attempt to discover any source code, sell, assign, sublicense, grant
a security interest in or otherwise transfer any right in the
Software. You agree not to modify the Software in any manner or form,
or to use modified versions of the Software, including (without
limitation) for the purpose of obtaining unauthorized access to the
Service. You agree not to access the Service by any means other than
through the interface that is provided by Gameznflix for use in
accessing the Service.

Copyrights

All web site design, text, graphics, the selection and arrangement
thereof, and all software Copyright c2003, Gameznflix.com, ALL RIGHTS
RESERVED. Any other use of materials on this web site--including
reproduction for purposes of modification, distribution, or
republication--without the prior written permission of
Gameznflix.com,  is strictly prohibited.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS. GAMEZNFLIX EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT.

GAMEZNFLIX MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR
REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF
THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND
(V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM GAMEZNFLIX OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TOS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GAMEZNFLIX SHALL NOT BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS
OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF
GAMEZNFLIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii)
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING
FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED
OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE
SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY
ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

Exclusions & Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF
SECTIONS 7 AND 8 MAY NOT APPLY TO YOU.

Notice

Notices to you may be made via either email or regular mail. The
Service may also provide notices of changes to the TOS or other
matters by displaying notices or links to notices to you generally on
the Service.

General Information

The TOS constitute the entire agreement between you and Gameznflix
and govern your use of the Service, superseding any prior agreements
between you and Gameznflix. You also may be subject to additional
terms and conditions that may apply when you use affiliate services,
third-party content or third-party software. The TOS and the
relationship between you and Gameznflix shall be governed by the laws
of the State of  Kentucky without regard to its conflict of law
provisions. You and Gameznflix agree to submit to the personal and
exclusive jurisdiction of the courts located within the county of
Franklin, Kentucky. The failure of Gameznflix to exercise or enforce
any right or provision of the TOS shall not constitute a waiver of
such right or provision. If any provision of the TOS is found by a
court of competent jurisdiction to be invalid, the parties
nevertheless agree that the court should endeavor to give effect to
the parties' intentions as reflected in the provision, and the other
provisions of the TOS remain in full force and effect. You agree that
regardless of any statute or law to the contrary, any claim or cause
of action arising out of or related to use of the Service or the TOS
must be filed within one (1) year after such claim or cause of action
arose or be forever barred.

The section titles in the TOS are for convenience only and have no
legal or contractual effect

Disclaimer

GameZnFlix makes no representation whatsoever about any other website
which you may access through the GameZnFlix web site.  When you
access a website, please understand that it is independent from
GameZnFlix, and that GameZnFlix has no control over the content on
that website.  In addition, a link to a non-GameZnFlix website is not
an indication that GameZnFlix endorses or accepts any responsibility
for the content, or the use, of such website.  IN NO EVENT WILL
GAMEZNFLIX BE LIABLE TO ANY PARTY OR FOR DIRECT, INDIRECT, SPECIAL OR
OTHER CONSEQUENTIAL DAMAGES WHATSOEVER FOR ANY USE OF THIS WEBSITE,
OR OF ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION,
ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER
DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF
CENTURY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


                                EXHIBIT C

                              TEST LOCATIONS

DM           Store ID                District         State     Store Name

Camar, Joe    1695                Rochester            NY       Victor
Camar, Joe    3108                Portland             ME     South Portland
Camar, Joe    3149                Syracuse             NY     Utica Mini
Camar, Joe    3150                Syracuse             NY     Carousel Center
Camar, Joe    3151                Buffalo              NY     Cheektowaga
Camar, Joe    3152                Buffalo              NY     Amherst
Camar, Joe    3153                Buffalo              NY     Hamburg Micro
Camar, Joe    3154                Rochester            NY     Greece
Camar, Joe    3155                Rochester            NY     Henrietta
Sise, Brad    3226                Nashville            TN     Cool Springs
Raleigh, John 3549                Richmond             VA     Short Pump
Camar, Joe    3724                Boston               MA     Saugus
Camar, Joe    3740                Bangor               ME     Bangor
Camar, Joe    3744                Erie                 PA     Erie
Camar, Joe    3769                Boston               MA     Concord
Camar, Joe    4110                Boston               MA     Danvers
Camar, Joe    4116                Boston               MA     Portsmouth

                                     EX-99
                               SERVICES AGREEMENT

Circuit City to Offer GameZnFlix's Online Video Game and DVD Rental
Program

FRANKLIN, KY -- (MARKET WIRE) -- 10/05/05 -- GameZnFlix, Inc. (OTC
BB: GZFX), an online provider of DVD's and video games for rent,
today announced its service will be available to Circuit City
customers at www.circuitcity.com and in select Circuit City stores
beginning November 1, 2005.

GameZnFlix's offers variety of monthly subscription plans, starting
at $8.99, that allow members to rent DVDs and video games delivered
directly to their mail boxes. Each rental includes a postage-paid
return envelope. Members can enjoy their rental for as long as they
wish, with no worry about late fees.

"We're excited to add GameZnFlix's unique DVD and video game rental
program to our product selection," said Marc Sieger, senior vice
president, general merchandise manger of services at Circuit City
Stores, Inc. "As the Internet has grown, we've learned a lot about
consumers and know they want value and convenience. I feel this new
relationship offers our consumers both."

"This relationship is a win-win for both parties," said Donald "Chip"
Gallent, president of GameZnFlix, Inc. "Circuit City is a top
destination for movie-lovers and gamers alike and we believe we can
fulfill both needs through our service."

About Circuit City Stores, Inc.

Circuit City Stores, Inc. (NYSE: CC) is a leading specialty retailer
of consumer electronics. The domestic segment operates through 618
Superstores and five mall-based stores in 157 U.S. markets. The
international segment operates through more than 930 retail stores
and dealer outlets in Canada. Circuit City also operates Web sites at
http://www.circuitcity.com and http://www.thesourcecc.ca.

About GameZnFlix, Inc.

GameZnFlix is a company that offers video games/DVD movies for rental
or purchase on the Internet with access to over 30,000 games and
movie titles. With four different membership levels beginning at
$8.99 a month to annual membership with an average price of $20.75
per month subscribers can rent a combination of both video games
and/or DVD movies with no late fees or due dates or members can
purchase video games and/or DVD movie titles at a membership
discount.

Certain statements in this news release may contain forward-looking
information within the meaning of Rule 175 under the Securities Act
of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and
are subject to the safe harbor created by those rules. All
statements, other than statements of fact included in this release,
including, without limitation, statements regarding potential future
plans and objectives of the company, are forward-looking statements
that involve risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in such
statements. Technical complications that may arise could prevent the
prompt implementation of any strategically significant plan(s)
outlined above. The company cautions that these forward-looking
statements are further qualified by other factors including, but not
limited to those set forth in the company's Form 10-KSB filing and
other filings with the United States Securities and Exchange
Commission (available at http://www.sec.gov/). The company undertakes
no obligation to publicly update or revise any statements in this
release, whether as a result of new information, future events or
otherwise.

Contact:
Chip Gallent
President
GameZnFlix, Inc.
270-598-0385
cgallent@gameznflix.com