Exhibit 10.44 Consulting and Legal Services Plan


    Exhibit
      10.44

     

     

    FAMILY ROOM
      ENTERTAINMENT CORPORATION

     

    2007
      CONSULTING AND LEGAL SERVICES PLAN

     

     

                           
1.         Purpose of the
      Plan.      The purpose of the 2007 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 63,000,000 shares and/or options of the Company’s Common
      Stock. $.01 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.

     

                           
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.

     

     

    
      
        
        

      

      
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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 <?xml:namespace prefix = st1 ns =
      "urn:schemas-microsoft-com:office:smarttags" />January 2, 2004.

     

                                       
9.2        Termination Date.  The Plan
      shall terminate at Midnight on December 31, 2004, 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.

     

     

     

    /s/  George
      Furla

    __________________

    George Furla

     

     

     

    
      
        
        

      

      
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