Ex 4.1


    Ex
      4.1

    


    CONSULTING
      AGREEMENT

    


    


    THIS
      CONSULTING AGREEMENT,
      is entered into as of the 20th day of March, 2006, by and between Family
      Room Entertainment Corporation (FMLY), a New Mexico corporation
      ("Company"),
      and
      Lawrence Abramson, an individual located at 9235 Robin Drive, Los Angeles,
      CA
      90069 (“Consultant").

    


    WHEREAS,
      THE Company desires the Consultant to provide consulting services to the Company
      pursuant hereto and Consultant is agreeable to providing such
      services.

    


    NOW
      THEREFORE, in consideration of the premises and the mutual promises set forth
      herein, the parties hereto agree as follows:

    


    Consultant
      shall serve as a consultant to the Company on certain film projects, and other
      projects as may be assigned by George Furla, Chief Executive Officer of the
      Company on an as needed basis. 

    


    Consultant
      will also introduce the Company to new film projects.

    


    Term:
      The
      Company shall be entitled to Consultant’s services for reasonable times when and
      to the extent requested by, and subject to the direction of Mr. Furla. The
      term
      of this Consulting Agreement began as of the date of this Agreement, and shall
      terminate on March 19, 2007.

    


    Reasonable
      travel and other expenses necessarily incurred by Consultant to render such
      services, and approved in advance by the Company, shall be reimbursed by the
      Company promptly upon receipt of proper statements, including appropriate
      documentation, with regard to the nature and amount of those expenses. Those
      statements shall be furnished to the Company monthly at the end of each calendar
      month in the Consulting Period during which any such expenses are incurred.
      Company shall pay expenses within fifteen (15) business days of the receipt
      of a
      request with appropriate documentation.

    


    In
      consideration for the services to be performed by Consultant, the Consultant
      will receive a warrant to purchase seven million shares (7,000,000) of the
      common stock of the Company at an exercise price of $0.015 per share.


    


    It
      is the
      express intention of the parties that the Consultant is an independent
      contractor and not an employee or agent of the Company. Nothing in this
      agreement shall be interpreted or construed as creating or establishing the
      relationship of employer and employee between the Consultant and the Company.
      Both parties acknowledge that the Consultant is not an employee for state or
      federal tax purposes. The Consultant shall retain the right to perform services
      for others during the term of this agreement.

    


    Neither
      this agreement nor any duties or obligations under this agreement may be
      assigned by the Consultant without the prior written consent of the
      Company.

     

    
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    This
      agreement may be terminated upon ten (10) days written notice by either the
      Company or the Consultant.

    


    Any
      notices to be given hereunder by either party to the other may be given either
      by personal delivery in writing or by mail, registered or certified, postage
      prepaid with return receipt requested. Mailed notices shall be addressed to
      the
      parties at the addressed appearing in the introductory paragraph of this
      agreement, but each party may change the address by written notice in accordance
      with the paragraph. Notices delivered personally will be deemed communicated
      as
      of actual receipt; mailed notices will be deemed communicated as of two days
      after mailing.

    


    This
      agreement supersedes any and all agreements, either oral or written, between
      the
      parties hereto with respect to the rendering of services by the Consultant
      for
      the Company and contains all the covenants and agreements between the parties
      with respect to the rendering of such services in any manner whatsoever. Each
      party to this agreement acknowledges that no representations, inducements,
      promises, or agreements, orally or otherwise, have been made by any party,
      or
      anyone acting on behalf of any party, which are not embodied herein, and that
      no
      other agreement, statement, or promise not contained in this agreement shall
      be
      valid or binding. Any modification of this agreement will be effective only
      if
      it is in writing signed by the party to be charged.

    


    This
      agreement will be governed by and construed in accordance with the laws of
      the
      State of California, without regard to its conflicts of laws provisions; and
      the
      parties agree that the proper venue for the resolution of any disputes hereunder
      shall be Los Angeles County, California.

    


    For
      purposes of this Agreement, Intellectual Property will mean (i) works, ideas,
      discoveries, or inventions eligible for copyright, trademark, patent or trade
      secret protection; and (ii) any applications for trademarks or patents, issued
      trademarks or patents, or copyright registrations regarding such items. Any
      items of Intellectual Property discovered or developed by the Consultant (or
      the
      Consultant’s employees) during the term of this Agreement will be the property
      of the Consultant, subject to the irrevocable right and license of the Company
      to make, use or sell products and services derived from or incorporating any
      such Intellectual Property without payment of royalties. Such rights and license
      will be exclusive during the term of this Agreement, and any extensions or
      renewals of it. After termination of this Agreement, such rights and license
      will be nonexclusive, but will remain royalty-free. Notwithstanding the
      preceding, the textual and/or graphic content of materials created by the
      Consultant under this Agreement (as opposed to the form or format of such
      materials) will be, and hereby are, deemed to be “works made for hire” and will
      be the exclusive property of the Company. Each party agrees to execute such
      documents as may be necessary to perfect and preserve the rights of either
      party
      with respect to such Intellectual Property.

    


     

    
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    The
      written, printed, graphic, or electronically recorded materials furnished by
      the
      Company for use by the Consultant are Proprietary Information and are the
      property of the Company. Proprietary Information includes, but is not limited
      to, product specifications and/or designs, pricing information, specific
      customer requirements, customer and potential customer lists, and information
      on
      Company’s employees, agent, or divisions. The Consultant shall maintain in
      confidence and shall not, directly or indirectly, disclose or use, either during
      or after the term of this agreement, any Proprietary Information, confidential
      information, or know-how belonging to the Company, whether or not is in written
      form, except to the extent necessary to perform services under this agreement.
      On termination of the Consultant’s services to the Company, or at the request of
      the Company before termination, the Consultant shall deliver to the Company
      all
      material in the Consultant’s possession relating to the Company’s
      business.

    


    The
      obligations regarding Proprietary Information extend to information belonging
      to
      customers and suppliers of the Company about which the Consultant may have
      gained knowledge as a result of performing services hereunder.

    


    The
      Consultant shall not, during the term of this agreement and for a period of
      one
      year immediately after the termination of this agreement, or any extension
      of
      it, either directly or indirectly (a) for purposes competitive with the products
      or services currently offered by the Company, call on, solicit, or take away
      any
      of the Company’s customers or potential customers about whom the Consultant
      became aware as a result of the Consultant’s services to the Company hereunder,
      either for the Consultant or for any other person or entity, or (b) solicit
      or
      take away or attempt to solicit or take away any of the Company’s employees or
      consultants either for the Consultant or for any other person or
      entity.

    


    The
      Company will indemnify and hold harmless Consultant from any claims or damages
      related to statements prepared by or made by Consultant that are either approved
      in advance by the Company or entirely based on information provided by the
      Company.

    


    Consultant:    Company:

    Lawrence
      Abramson   Family
      Room Entertainment Corporation

    


    /s/
      Lawrence Abramson        /s/
      George
      Furla


    ______________________  By:__________________

    George
      Furla

    CEO
      and
      Director

    



    
      
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    LAWRENCE
      ABRAMSON

    9235
      Robin Drive

    Los
      Angeles, CA 90069

    _____________________________________________________________________________

    


    


    March
      20,
      2006

    


    Family
      Room Entertainment Corporation

    8530
      Wilshire Blvd, Suite 420 

    Beverly
      Hills, CA 90211

    


    Attn: George
      Furla

              
Chief
      Executive Officer

     

    Re: Consulting
      Services

    


    Dear
      Mr.
      Furla:

    


    Pursuant
      to your request, the within is to confirm that the consulting services performed
      pursuant to my consulting agreement with Family Room Entertainment Corporation.
      dated March 20, 2006 and myself, Lawrence Abramson, ("Consultant"), are for
      bona
      fide consulting services performed by an individual (myself) and not in
      consideration for any capital raising transactions. In addition the consultant
      (myself) have not and will not directly or indirectly promote or maintain a
      market for the Company’s common stock. I am providing this letter to the Company
      and I am aware that the Company is relying upon the within representation in
      proceeding to file a registration for the shares of common stock granted to
      me
      under my consulting agreement.

    


    Sincerely,

                                        

                                       
      /s/ Lawrence Abramson   

    ________________

    Lawrence
      Abramson

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