EXHIBIT 10.30

                      FAMILY ROOM ENTERTAINMENT CORPORATION

                          2000 STOCK COMPENSATION PLAN


          1.     Purpose  of  the  Plan.     The  purpose  of  the  2000  Stock
Compensation  Plan  ("Plan")  of  Family  Room  Entertainment Corporation, a New
Mexico  corporation,  ("Company")  is  to  provide  the  Company with a means of
compensating  selected  key  employees (including officers) and directors of and
consultants  to  the Company and its subsidiaries for their services rendered in
connection  with  the  development of Family Room Entertainment Corporation 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  key  employees (including officers), directors and consultants 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  such
consideration,  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.

               2.6     Board  Power  to  amend,  Suspend, or Terminate 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.


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          3.     Shares  Subject  to  the  Plan.  For  purposes of the Plan, the
Board  of Directors is authorized to sell or award up to 1,500,000 shares and/or
options of the Company's Common Stock, $.0 par value per share ("Common Stock").

          4.     Participants.     All  key  employees  (including officers) and
directors  of  and  consultants  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  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  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 Section 152 of the
New  Mexico  General  Corporation  Law,  as  amended.

          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  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 June
1,2000.


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               9.2     Termination  Date.  The  Plan shall terminate at Midnight
on  May  31,  2001, 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 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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