Ex 4.3


                                                                                  
      Ex 4.3

     

    CONSULTING
      AGREEMENT

    


    


    THIS
      CONSULTING AGREEMENT (the "Agreement") is entered into as of March 20, 2006
      by
      and between Family Room Entertainment Corporation (FMLY), a New Mexico
      corporation ("Company"), and Owen Naccarato, Esq, 18301 Von Karman Avenue,
      Suite
      430, Irvine, California, an individual.

    


    WHEREAS,
      THE Company desires the Consultant to provide legal 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:

    


    	1.  	
            Consultant
              shall serve as a consultant to provide the Company with legal services
              in
              the following areas: 

          


    (a)
      Draft
      and file a Form S-8; 

    (b)
      Draft
      and file a Form 14A

    (c)
      Draft and file a Form SB-2

     

    	2.  	
            Term:
              From the date as of this Agreement until projects are
              completed.

          


    


    	3.  	
            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.

          


    


    	4.  	
            In
              consideration for the services to be performed by Consultant, the
              Consultant will receive a warrant to purchase seven million, (7,000,000)
              shares of the common stock of the Company at a purchase price of $0.015
              per share. 

          


    


    	5.  	
            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.

          


    


    5.1
      The
      consulting services shall not involve and the consultant is not engaged in
      services in connection with the offer or sale of securities in a capital-raising
      transaction for FMLY, and further, the consultant does not and will not directly
      or indirectly promote or maintain a market for FMLY’s securities.

     

    
1

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	6.  	
            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.

          


    


    	7.  	
            This
              agreement may be terminated upon ten (10) days written notice by the
              Company. Notwithstanding any termination, the compensation, as outlined
              in
              Section 4, shall be earned in full by the Consultant upon execution
              of
              this agreement.

          


    


    	8.  	
            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.

          


    


    	9.  	
            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.

          


    


    	10.  	
            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.

          


    


    	11.  	
            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.

          


     

    
2

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	12.  	
            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.

          


    


    	13.  	
            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.

    


    	14.  	
            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.

          


    


    	15.  	
            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:

    Owen
      Naccarato, Esq.    Family
      Room Entertainment

     

    /s/
      Owen Naccarato           
      George Furla    

    ______________________  By:______________________

                                                                     
      George
      Furla

                      Chief
      Executive Officer 

     

     

    
      
        3