Exhibit 4.1
AMENDED GENERAL BUSINESS AFFAIRS CONSULTING AGREEMENT
THIS AMENDED GENERAL BUSINESS AFFAIRS CONSULTANT AGREEMENT (this
"Agreement") is made between Xxxxx Xxxxxx, X.X. (the "Consultant") and Raven
Moon Entertainment, Inc. (the "Company"), and amends and restates the terms and
conditions of that certain General Business Affair Consulting Agreement entered
into by the Parties. Each of the Consultant and the Company are also referred to
in this agreement as the "Parties."
WHEREAS, the Company intends to develop a market for the Company's products
and services offered from time to time by the Company (the "Products and
Services") for potential customers of the Products and Services; and
WHEREAS, the Consultant is an attorney at law and has expertise which will
assist the company with its day to day operations and drafting of contracts,
agreements and other correspondence; and
WHEREAS, the Company desires to utilize the services of the Consultant to
promote and develop a market for the Company's Products and Services; and
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth in this Agreement, the Parties hereby agree as follows:
1. Scope of Services. The Company hereby retains the Consultant to assist
the company as an operations and legal services consultant to the CEO of the
company on an as needed basis for the drafting of contracts for mergers,
acquisitions, purchase orders, distribution agreements, licensing agreements,
and all other related correspondence and assignments given to him by the
company's Chief Executive Officer.
1(a). The company and Consultant acknowledge that the Consultant may not
provide legal advice to the company until such time as the Consultant has been
admitted to the Florida Bar or other state bar, at which time, this Agreement
will be amended to reflect the Consultant's ability to provide legal advice to
the Company. Until such time, Consultant's legal services are limited to legal
research, drafting and writing subject to approval and supervision of a Company
attorney.
2. Term. This Agreement shall become effective as of the date set forth on
the signature page of this Agreement, and shall continue for a period of (4)
years (the "Term"). Notwithstanding the foregoing, the Company or the Consultant
shall be entitled to terminate this Agreement for "cause" upon 90 days' written
notice, which written notice shall be effective upon mailing by first class mail
accompanied by facsimile transmission to the Consultant at the address and
telecopier number last provided by the Consultant to the Company. "Cause" shall
be determined solely as to the violation of any rule or regulation of any
regulatory agency, and other neglect, act or omission detrimental to the conduct
of Company or the Consultant's business, material breach of this Agreement or
any unauthorized disclosure of any of the secrets or confidential information of
Company, and dishonesty related to independent contractor status.
3. Compensation; Grant of Stock Option. In consideration for the
services to be provided by the Consultant to the Company under
the terms of this Agreement, the Company agrees to grant to the
Consultant upon the execution of this Agreement
A) $225,000.00 or 15 million free trading shares of stock to be
registered in an S8 and a non-qualified stock option (the
"Option") to purchase up to the number of shares (the "Shares")
of the Company's common stock (the "Common Stock") as set forth
below, which shall vest and be exercisable at the prices and on
the terms set forth below:
1) $600,000 option for shares of common stock @ a 50% discount
from the closing "bid" price for the ten (10) trading days
immediately preceding the date of exercise.
Expiration of Options: Any options that remain unexercised as of the
termination of this Agreement or the expiration of the Term shall automatically
and immediately expire and no longer be of any force or effect.
Detailed terms of the Option shall be set forth in the form of Non-Qualified
Stock Option Agreement between the Company and the Consultant, substantially in
the form attached as Exhibit A to this Agreement. The Company agrees to register
the Shares promptly after signing of this agreement for resale under the
Securities Act of 1933, as amended, pursuant to a registration statement filed
with the Securities and Exchange Commission on Form S-8 (or, if Form S-8 is not
then available, such other form of registration statement available), pursuant
to the terms of such registration set forth in the Non-Qualified Stock Option
Agreement.
5. Confidentiality. The Consultant covenants that all information
concerning the Company, including proprietary information, which it obtains as a
result of the services rendered pursuant to this Agreement shall be kept
confidential and shall not be used by the Consultant except for the direct
benefit of the Company nor shall the confidential information be disclosed by
the Consultant to any third party without the prior written approval of the
Company, provided, however, that the Consultant shall not be obligated to treat
as confidential, or return to the Company copies of any confidential information
that (i) was publicly known at the time of disclosure to Consultant, (ii)
becomes publicly known or available thereafter other than by any means in
violation of this Agreement or any other duty owed to the Company by the
Consultant, or (iii) is lawfully disclosed to the Consultant by a third party.
6. Independent Contractor. The Consultant and the Company hereby
acknowledge that the Consultant is an independent contractor. The Consultant
agrees not to hold himself out as, nor shall he take any action from which
others might reasonably infer that the Consultant is a partner or agent of, or a
joint venturer with the Company. In addition, the Consultant shall take no
action, which, to the knowledge of the Consultant, binds, or purports to bind,
the Company to any contract or agreement.
7. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire agreement
between the Parties, and may not be waived, amended, modified or
supplemented except by agreement in writing signed by the Party against
whom enforcement of any waiver, amendment, modification or supplement is
sought. Waiver of or failure to exercise any rights provided by this
Agreement in any respect shall not be deemed a waiver of any further or
future rights.
(b) Governing Law. This Agreement shall be construed under the
internal laws of Orange County, FL., and the Parties agree that the
exclusive jurisdiction for any arbitration arising from this Agreement
shall be in Orange County, FL.
(c) Successors and Assigns. This Agreement shall be binding upon the
Parties, their successors and assigns, provided, however, that the
Consultant shall not permit any other person or entity to assume these
obligations hereunder without the prior written approval of the Company,
which approval shall not be unreasonably withheld and written notice of the
Company's position shall be given within ten (10) days after approval has
been requested.
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(d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which when
taken together shall constitute one agreement.
(e) Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were excluded and shall be enforceable in
accordance with its terms.
(f) Voluntary Disclosure Statement. By signing this Agreement, the
Consultant hereby discloses that he is a family member (son-in-law) of Xxxx
XxXxxxxxxxx, CEO and Xxxxxxxxxx XxXxxxxxxxx. In addition, Consultant is the
husband of Xxxx X. Xxxxxx also known as "Xxxx D" who is principle talent of
the Company.
IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below.
Date: December 1, 2002 CONSULTANT:
/s/ Xxxxx X. Xxxxxx, X.X.
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Xxxxx X. Xxxxxx, X.X.
Address for Notices:
000 Xxxxxxxx Xxxx
Xxxx Xxxx, Xx 00000
COMPANY:
Raven Moon Entertainment, Inc.
By: /s/ Xxxx XxXxxxxxxxx, CEO
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Xxxx XxXxxxxxxxx, CEO
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