THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE SECURITIES LAWS AND SHALL NOT
BE  SOLD,  PLEDGED,  HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
NOT  FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A  FAVORABLE  OPINION  OF  ITS  COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH
OTHER  EVIDENCE  AS  MAY  BE  SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT  AND  APPLICABLE  STATE  SECURITIES  LAWS.

                      FAMILY ROOM ENTERTAINMENT CORPORATION

                          Common Stock Purchase Warrant
                                       to
                             Purchase 500,000 Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                                  Jeffrey Wong
                       9440 Santa Monica Blvd., Suite 400
                         Beverly Hills, California 90210

by  FAMILY ROOM ENTERTAINMENT CORPORATION, a New Mexico corporation (hereinafter
called  the  "Company",  which  term shall include its successors and assignors,

     FOR  VALUE RECEIVED and subject to the terms and conditions hereinafter set
out, the registered holder of this Warrant as set forth on the books and records
of  the  Company  (the  "Holder")  is entitled upon surrender of this Warrant to
purchase  from the Company 500,000 fully paid and nonassessable shares of Common
Stock,  $.01 par value per share (the "Common Stock"), at the Exercise Price (as
defined  below)  per  share.

     This  Warrant  shall  expire  at  the  close  of  business on July 7, 2004.

     1.     (a)     The  right to purchase shares of Common Stock represented by
this  Warrant  may  be  exercised  by  the  Holder,  in whole or in part, by the
surrender  of  this  Warrant  (properly  endorsed  if required) at the principal
office  of  the  Company at 8530 Wilshire Blvd., Beverly Hills, California 90211
(or  such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company), and upon payment to the Company, by cash or by certified check or bank
draft, of the Exercise Price for such shares. The Company agrees that the shares
of  Common  Stock so purchased shall be deemed to be issued to the Holder as the
record  owner  of  such  shares  of  Common  Stock  as  of  the  close


                                       12
<PAGE>
of  business  on  the date on which this Warrant shall have been surrendered and
payment  made for such shares of Common Stock as aforesaid. Certificates for the
shares  of Common Stock so purchased (together with a cash adjustment in lieu of
any  fraction  of  a share) shall be delivered to the Holder within a reasonable
time, not exceeding five (5) business days, after the rights represented by this
Warrant  shall  have  been so exercised, and, unless this Warrant has expired, a
new  Warrant  representing  the  number  of shares of Common Stock, if any, with
respect  to  which this Warrant shall not then have been exercised, in all other
respects  identical with this Warrant, shall also be issued and delivered to the
Holder  within such time, or, at the request of the Holder, appropriate notation
may  be  made  on  this  Warrant  and  the  same  returned  to  the  Holder.

          (b)     This  Warrant  may be exercised to acquire, from and after the
date  hereof,  the  number of shares of Common Stock set forth on the first page
hereof  (subject  to  adjustments described in this Warrant); provided, however,
the right hereunder to purchase such shares of Common Stock shall expire at 5:00
p.m.  Beverly  Hills,  California  time  on  July  7,  2004.

     2.     This Warrant is being issued by the Company pursuant to the terms of
the  Consulting  Agreement  dated  July  7,  2003.

     3.     The Company covenants and agrees that all Common Stock upon issuance
against  payment  in  full  of the Exercise Price by the Holder pursuant to this
Warrant  will  be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof (except to the extent
resulting  from  the  Holder's  own  circumstances,  actions  or omissions). The
Company  covenants  and  agrees  that  during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized,  and  reserved for the purpose of issue or transfer upon exercise of
the  rights  evidenced  by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will  procure  at  its  sole  expense  upon  each such reservation of shares the
listing  thereof  (subject  to  issuance  or  notice  of  issuance) on all stock
exchanges  on  which  the  Common  Stock  is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action  as may be necessary to assure that such shares of Common Stock may be so
issued  without  violation  of  any  applicable  law  or  regulation,  or of any
requirements of any national securities exchange upon which the Common Stock may
be  listed  or  inter-dealer  trading  system  on which the Common Stock is then
traded.  The  Company  will  not  take  any  action  which  would  result in any
adjustment  in the number of shares of Common Stock purchasable hereunder if the
total  number  of  shares of Common Stock issuable pursuant to the terms of this
Warrant  after such action upon full exercise of this Warrant and, together with
all  shares of Common Stock then outstanding and all shares of Common Stock then
issuable  upon  exercise  of  all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock  then  authorized  by  the  Company's  Restated  and  Amended  Articles of
Incorporation,  as  then  amended.


                                       13
<PAGE>
     4.     The  Initial  Exercise  Price  is  $.14  per  share  of Common Stock
("Initial  Exercise  Price").  The  Initial  Exercise Price shall be adjusted as
provided  for  below  in  this  Section  4  (the Initial Exercise Price, and the
Initial Exercise Price, as thereafter then adjusted, shall be referred to as the
"Exercise  Price")  and  the  Exercise  Price from time to time shall be further
adjusted  as  provided  for below in this Section 4. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of  this  Warrant,  at  the  Exercise  Price resulting from such adjustment, the
number  of shares of Common Stock obtained by (i) multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock  purchasable  hereunder  immediately  prior  to  such adjustment, and (ii)
dividing  the  product  thereof  by  the  Exercise  Price  resulting  from  such
adjustment.  The  Exercise  Price  shall  be  adjusted  as  follows:

          (i)     In the case of any amendment  to  the  Company's  Articles  of
     Incorporation  to change the designation of the Common Stock or the rights,
     privileges,  restrictions  or  conditions in respect to the Common Stock or
     division  of  the  Common  Stock,  this  Warrant shall be adjusted so as to
     provide  that  upon  exercise thereof, the Holder shall receive, in lieu of
     each  share  of  Common  Stock theretofore issuable upon such exercise, the
     kind  and amount of shares, other securities, money and property receivable
     upon  such designation, change or division by the Holder issuable upon such
     exercise  had  the exercise occurred immediately prior to such designation,
     change  or division. This Warrant shall be deemed thereafter to provide for
     adjustments  which  shall  be as nearly equivalent as may be practicable to
     the  adjustments  provided  for  in  this Section 4. The provisions of this
     Subsection  4(i)  shall  apply  in  the  same  manner  to  successive
     reclassifications,  changes,  consolidations  and  mergers.

          (ii)     If  the  Company  shall at any time subdivide its outstanding
     shares  of Common Stock into a greater number of shares of Common Stock, or
     declare  a  dividend  or  make any other distribution upon the Common Stock
     payable in shares of Common Stock, the Exercise Price in effect immediately
     prior  to  such  subdivision  or  dividend  or  other distribution shall be
     proportionately  reduced, and conversely, in case the outstanding shares of
     Common  Stock  shall  be combined into a smaller number of shares of Common
     Stock,  the  Exercise Price in effect immediately prior to such combination
     shall  be  proportionately  increased.

          (iii)    If  any  capital  reorganization  or  reclassification of the
     capital stock of the Company, or any consolidation or merger of the Company
     with  or  into  another  corporation or other entity, or the sale of all or
     substantially  all  of the Company's assets to another corporation or other
     entity  shall  be  effected  in such a way that holders of shares of Common
     Stock  shall  be  entitled  to receive stock, securities, other evidence of
     equity  ownership  or  assets  with respect to or in exchange for shares of
     Common  Stock,  then,  as  a  condition  of  such  reorganization,
     reclassification,  consolidation,  merger  or  sale  (except  as  otherwise
     provided  below in this Section 4), lawful and adequate provisions shall be
     made whereby the Holder shall thereafter have the right to receive upon the
     exercise


                                       14
<PAGE>
     hereof  upon  the basis and upon the terms and conditions specified herein,
     such  shares  of  stock,  securities, other evidence of equity ownership or
     assets  as  may  be  issued or payable with respect to or in exchange for a
     number  of  outstanding  shares of such Common Stock equal to the number of
     shares  of  Common Stock immediately theretofore purchasable and receivable
     upon  the  exercise  of  this  Warrant  under  this  Section  4  had  such
     reorganization,  reclassification,  consolidation, merger or sale not taken
     place,  and  in  any  such  case  appropriate provisions shall be made with
     respect  to  the  rights  and  interests  of the Holder to the end that the
     provisions  hereof  (including,  without  limitation,  provisions  for
     adjustments  of  the  Exercise  Price and of the number of shares of Common
     Stock  receivable  upon  the  exercise of this Warrant) shall thereafter be
     applicable,  as  nearly  as  may  be,  in  relation to any shares of stock,
     securities,  other  evidence  of  equity  ownership  or  assets  thereafter
     deliverable upon the exercise hereof (including an immediate adjustment, by
     reason  of such consolidation or merger, of the Exercise Price to the value
     for the Common Stock reflected by the terms of such consolidation or merger
     if  the  value  so  reflected  is  less  than  the Exercise Price in effect
     immediately prior to such consolidation or merger). Subject to the terms of
     this Warrant, in the event of a merger or consolidation of the Company with
     or into another corporation or other entity as a result of which the number
     of  shares  of  common  stock  of the surviving corporation or other entity
     issuable  to  holders of Common Stock, is greater or lesser than the number
     of  shares  of Common Stock outstanding immediately prior to such merger or
     consolidation,  then the Exercise Price in effect immediately prior to such
     merger  or  consolidation  shall  be  adjusted in the same manner as though
     there were a subdivision or combination of the outstanding shares of Common
     Stock. The Company shall not effect any such consolidation, merger or sale,
     unless,  prior  to  the consummation thereof, the successor corporation (if
     other  than the Company) resulting from such consolidation or merger or the
     corporation  purchasing  such  assets  shall  assume  by written instrument
     executed  and  mailed or delivered to the Holder, the obligation to deliver
     to  the  Holder  such shares of stock, securities, other evidence of equity
     ownership  or  assets  as, in accordance with the foregoing provisions, the
     Holder  may  be  entitled  to  receive or otherwise acquire. If a purchase,
     tender  or  exchange  offer  is made to and accepted by the holders of more
     than  fifty  (50%)  percent  of the outstanding shares of Common Stock, the
     Company  shall not effect any consolidation, merger or sale with the person
     having  made  such offer or with any affiliate of such person, unless prior
     to  the  consummation  of  such consolidation, merger or sale the Holder of
     this  Warrant  shall have been given a reasonable opportunity to then elect
     to  receive  upon  the  exercise  of  this  Warrant  the  amount  of stock,
     securities, other evidence of equity ownership or assets then issuable with
     respect  to  the  number  of shares of Common Stock in accordance with such
     offer.

          (iv)     In case the Company shall, at  any  time prior to exercise of
     this  Warrant,  consolidate  or  merge  with any other corporation or other
     entity  (where  the Company is not the surviving entity) or transfer all or
     substantially  all  of  its


                                       15
<PAGE>
     assets to any other corporation or other entity, then the Company shall, as
     a  condition precedent to such transaction, cause effective provision to be
     made  so  that the Holder of this Warrant upon the exercise of this Warrant
     after  the  effective date of such transaction shall be entitled to receive
     the  kind  and  amount  of  shares,  evidences of indebtedness and/or other
     securities  or  property  receivable on such transaction by a holder of the
     number  of  shares of Common Stock as to which this Warrant was exercisable
     immediately  prior  to  such  transaction  (without  giving  effect  to any
     restriction  upon  such  exercise);  and,  in  any  such  case, appropriate
     provision  shall  be  made  with  respect to the rights and interest of the
     Holder of this Warrant to the end that the provisions of this Warrant shall
     thereafter  be applicable (as nearly as may be practicable) with respect to
     any  shares,  evidences  of  indebtedness  or  other  securities  or assets
     thereafter  deliverable  upon exercise of this Warrant. Upon the occurrence
     of  any  event  described in this Section 4(iv), the holder of this Warrant
     shall have the right to (i) exercise this Warrant immediately prior to such
     event  at  an Exercise Price equal to lesser of (1) the then Exercise Price
     or  (2)  the  price  per  share of Common Stock paid in such event, or (ii)
     retain  ownership  of  this Warrant, in which event, appropriate provisions
     shall  be  made  so  that  the Warrant shall be exercisable at the Holder's
     option  into  shares  of stock, securities or other equity ownership of the
     surviving  or  acquiring  entity.

          Whenever the Exercise Price shall be adjusted pursuant to this Section
4,  the  Company  shall  issue  a  certificate  signed  by its President or Vice
President  and  by  its  Treasurer,  Assistant Treasurer, Secretary or Assistant
Secretary,  setting  forth,  in  reasonable  detail,  the  event  requiring  the
adjustment,  the  amount  of the adjustment, the method by which such adjustment
was  calculated  (including  a  description  of  the basis on which the Board of
Directors  of  the  Company  made any determination hereunder), and the Exercise
Price  after  giving  effect  to such adjustment, and shall cause copies of such
certificates  to  be mailed (by first-class mail, postage prepaid) to the Holder
of  this  Warrant.  The  Company  shall make such certificate and mail it to the
Holder  promptly  after  each  adjustment.

          No  fractional  shares  of  Common Stock shall be issued in connection
with  any  exercise  of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the
applicable  fraction  multiplied  by  the  Exercise  Price  then  in  effect.

     5.   In  the  event  the  Company  grants rights (other than rights granted
pursuant  to  a  shareholder  rights or poison pill plan) to all shareholders to
purchase  Common Stock, the Holder shall have the same rights as if this Warrant
had  been  exercised  immediately  prior  to  such  grant.

     6.     The  shares  of  Common  Stock  issuable  upon  the exercise of this
Warrant  shall  be  registered by the Company pursuant to a Form S-8 to be filed
with  the  Securities  and  Exchange  Commission  on or prior to August 8, 2003.


                                       16
<PAGE>
     7.     This  Warrant  need  not  be  changed  because  of any change in the
Exercise  Price  or in the number of shares of Common Stock purchased hereunder.

     8.     The terms defined in this paragraph,  whenever used in this Warrant,
shall,  unless  the  context  otherwise  requires,  have the respective meanings
hereinafter  specified.  The  term  "Common  Stock"  shall  mean and include the
Company's  Common Stock, $.01 par value per share, authorized on the date of the
original  issue  of  this  Warrant  and  shall  also  include  in  case  of  any
reorganization, reclassification, consolidation, merger or sale of assets of the
character  referred  to  in  Section  4  hereof, the stock, securities or assets
provided  for  in  such  paragraph.  The  term  "Company" shall also include any
successor  corporation  to  Family  Room  Entertainment  Corporation  by merger,
consolidation  or  otherwise. The term "outstanding" when used with reference to
Common  Stock shall mean at any date as of which the number of shares thereof is
to be determined, all issued shares of Common Stock, except shares then owned or
held  by  or  for the account of the Company. The term "1933 Act" shall mean the
Securities  Act  of  1933, as amended, or any successor Federal statute, and the
rules  and  regulations  of the Securities and Exchange Commission, or any other
Federal  agency  then  administering  the  1933 Act, thereunder, all as the same
shall  be  in  effect  at  the  time.

     9.     This  Warrant  is  exchangeable,  upon  the  surrender hereby by the
Holder  at  the  office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of  shares  of Common Stock which may be subscribed for and purchased hereunder,
each  of  such new Warrants to represent the right to subscribe for and purchase
such  number  of  shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of  the  loss,  theft, destruction or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of  a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of  any  such mutilation, upon surrender or cancellation of this Warrant or such
new  Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in  lieu  of  this  Warrant  or  such  new  Warrants,  representing the right to
subscribe  for  and  purchase  the number of shares of Common Stock which may be
subscribed  for  and  purchased  hereunder.

     10.     The Company will at no time  close  its  transfer books against the
transfer  of  this  Warrant  or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise  of  this  Warrant.  This  Warrant  shall not entitle the Holder to any
voting  rights  or  any  rights  as a shareholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock  issuable  hereunder,  shall  survive  the  exercise  of  this  Warrant.

     11.     This Warrant sets forth the entire agreement of the Company and the
Holder  of  the  Common  Stock  issuable  upon the exercise of this Warrant with
respect  to  the  rights  of  the  Holder and the Common Stock issuable upon the
exercise  of  this  Warrant, notwithstanding the knowledge of such Holder of any
other  agreement or the


                                       17
<PAGE>
provisions of any agreement, whether or not known to the Holder, and the Company
represents  that  there  are no agreements inconsistent with the terms hereof or
which purport in any way to bind the Holder of this Warrant or the Common Stock.

     12.     The  validity,  interpretation  and performance of this Warrant and
each  of  its terms and provisions shall be governed by the laws of the State of
California.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly  authorized  officer under its corporate seal and dated as of July 7, 2003.

FAMILY  ROOM  ENTERTAINMENT  CORPORATION

/s/  George  Furla

By: ___________________
    Name:  George Furla
    Title:  Chief Executive Officer


                                       18
<PAGE>