exhibit10-45.htm


    Exhibit
10.45

    


    


    FAMILY
ROOM ENTERTAINMENT CORPORATION

    


    2008
CONSULTING AND LEGAL SERVICES PLAN

    


    


    1.           Purpose
of the
Plan.                                           The
purpose of the 2008 Consulting and Legal Services Plan (“Plan”) of Family Room
Entertainment, a New Mexico corporation, (“Company”) is to provide the Company
with a means of compensating selected key consultants and legal service
providers to the Company and its subsidiaries for their services rendered with
shares of Common Stock of the Company.

    


    2.           Administration
of the
Plan.                               The
Plan shall be administered by the Company’s Board of Directors (the
“Board”).

    


    2.1           Award
or Sales of shares.  The Company’s Board shall (a) select those
consultants legal service providers to whom shares of the Company’s Common Stock
shall be awarded or sold, and (b) determine the number of shares to be awarded
or sold; the time or times at which shares shall be awarded or sold; whether the
shares to be awarded or sold will be registered with the Securities and Exchange
Commission; and such conditions, rights of repurchase, rights of first refusal
or other transfer restrictions as the Board may determine.  Each award
or sale of shares under the Plan may or may not be evidenced by a written
agreement between the Company and the persons to whom shares of the Company’s
Common Stock are awarded or sold.

    


    2.2           Consideration
for Shares.  Shares of the Company’s Common Stock to be awarded or
sold under the Plan shall be issued for services rendered, having a value not
less than par value thereof, as shall be determined from time to time by the
Board in its sole discretion.

    


    2.3           Board
Procedures.  The Board from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company.  The Board shall keep minutes of
its meetings and records of its actions.  A majority of the members of
the Board shall constitute a quorum for the transaction of any business by the
Board.  The Board may act at any time by an affirmative vote of a
majority of those members voting.  Such vote shall be taken at a
meeting (which may be conducted in person or by any telecommunication medium) or
by written consent of Board members without a meeting.

    


    2.4           Finality
of Board Action.  The Board shall resolve all questions arising under
the Plan.  Each determination, interpretation, or other action made or
taken by the Board shall be final and conclusive and binding on all persons,
including, without limitation, the Company, its stockholders, the Board and each
of the members of the Board.

    


    2.5           Non-Liability
of Board Members.  No Board member shall be liable for any action or
determination made by him in good faith with respect to the Plan or any shares
of the Company’s Common Stock sold or awarded under it.

     

    
      
        
        

      

      
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    2.6           Board
Power to amend, Suspend, or Terminate the Amendment to the Plan.  The
Board may, from time to time, make such changes in or additions to the Plan as
it may deem proper and in the best interests of the Company and its
Stockholders.  The Board may also suspend or terminate the Plan at any
time, without notice, and in its sole discretion.

    


    3.           Shares
Subject to the Plan.  For purposes of the Plan, the Board of Directors
is authorized to sell or award up to 2,000,000 shares and/or options of the
Company’s Common Stock. $.001 par value per share (“Common Stock”).

    


    4.           Participants.                                                       
All key consultants and qualified legal service providers to the Company and any
of its subsidiaries (sometimes referred to herein as (“participants”) are
eligible to participate in the Plan.  A copy of this Plan shall be
delivered to all participants, together with a copy of any Board resolutions
authorizing the issuance of the shares and establishing the terms and
conditions, if any, relating to the sale or award of such shares.

    


    5.           Rights
and Obligations of
Participants.                                                                           The
award or sale of shares of Common stock shall be conditioned upon the
participant providing to the Board a written representation that, at the time of
such award or sale, it is the intent of such person(s) to acquire the shares for
investment only and not with a view toward distribution.  The
certificate for unregistered shares issued for investment shall be restricted by
the Company as to transfer unless the Company receives an opinion of counsel
satisfactory to the Company to the effect that such restriction is not necessary
under the pertaining law.  The providing of such representation and
such restriction on transfer shall not, however, be required upon any person’s
receipt of shares of Common Stock under the Amendment to the Plan in the event
that, at the time of award or sale, the shares shall be (i) covered by an
effective and current registration statement under the Securities Act of 1933,
as amended, and (ii) either qualified or exempt from qualification under
applicable state securities laws.  The Company shall, however, under
no circumstances be required to sell or issue any shares under the Amendment to
the Plan if, in the opinion of the Board, (i) the issuance of such shares would
constitute a violation by the participant or the Company of any applicable law
or regulation of any governmental authority, or (ii) the consent or approval of
any governmental body is necessary or desirable as a condition of, or in
connection with, the issuance of such shares.

    


    6.           Payment
of Shares.

    


    (a)           The
entire purchase price of shares issued under the Plan shall be payable in lawful
money of the United States of America at the time when such shares are
purchased, except as provided in subsection (b) below.

    


    (b)           At
the discretion of the Board, Shares may be issued under the Plan in
consideration of services rendered; provided, however, that any issuance of
shares under the Plan shall be in compliance with Section 53-11-18 of the New
Mexico Statutes.

     

    
      
        
        

      

      
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    7.           Adjustments.  If
the outstanding Common Stock shall be hereafter increased or decreased, or
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation, by reason of a
recapitalization,  reclassification, reorganization, merger,
consolidation, share exchange, or other business combination in which the
Company is the surviving parent corporation, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock or rights to
acquire capital stock, appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Amendment to the
Plan.

    


    8.           Tax
Withholding.                                           As
a condition to the purchase or award of shares, the participant shall make such
arrangements as the Board may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that may arise in connection
with such purchase or award.

    


    9.           Terms
of the Plan.

    


    9.1           Effective
Date.  The Plan shall become effective on April 1, 2008.

    


    9.2           Termination
Date.  The Plan shall terminate at Midnight on March 31, 2009, and no
shares shall be awarded or sold after that time.  The Plan may be
suspended or terminated at any earlier time by the Board within the limitations
set forth in Section 2.6.

    


    10.           Non-Exclusivity
of the Plan.  Nothing contained in the Plan is intended to amend,
modify, or rescind any previously approved compensation plans, programs or
options entered into by the Company.  This Plan shall be construed to
be in addition to and independent of any and all such other
arrangements.  The adoption of the Amendment to the Plan by the Board
shall not be construed as creating any limitations on the power of authority of
the Board to adopt, with or without stockholder approval, such additional or
other compensation arrangements as the Board may from time to time deem
desirable.

    


    11.           Governing
Law.  The Plan and all rights and obligations under it shall be
construed and enforced in accordance with the laws of the state of New
Mexico.

    


    



    
      
         


      

      
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