EXHIBIT 10.3
CONSULTING AGREEMENT
AGREEMENT made this 17th day of November, 2001, by and between Management
Solutions International, Inc., a Florida corporation with principal offices at
0000 X. Xxxxxxx Xxxx., Xxxxxx, XX 00000 ("MSI"), and Raven Moon Entertainment,
Inc., a corporation with principal offices at 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx
000, Xxxxxxxx, XX 00000 (the Client),
WITNESSETH
WHEREAS, the Client is a corporation that requires a number of management and
consulting services and,
WHEREAS, MSI represents that it is knowledgeable and experienced in many areas
to search out capital resources and providing advice on presenting companies to
the investment community, and is willing and capable of performing same for the
Client.
NOW THEREFORE, by reason of these premises and in consideration of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. APPOINTMENT OF MSI:
1.1 The Client hereby appoints MSI, to provide the Services (more fully
described in Exhibit A and made a part of this Agreement) under the terms and
conditions set forth herein for a period of Six (6) months, which will
automatically be extended for an additional Three (3) months unless terminated
under the terms set forth below in Section 4.0 Termination.
1.2 If for any reason the Client is not able to perform its obligations
under this Agreement, MSI shall xxxx for and be paid for its time and expenses
to that point and this Agreement will be terminated and out-of-pocket expense
are due upon submittal of invoice.
1.3 MSI agrees to devote the time, attention, knowledge, and skill
necessary to carry out its responsibility as it pertains to the work encompassed
in Exhibit A of this Agreement.
2. COMPENSATION:
2.1 In consideration of providing Services, the Client agrees to pay MSI
One Hundred and Fifty Thousand (150,000) restricted Shares of RMOO per month
(representing approximately $1,500 per month for Service) with "piggyback"
rights on all shares to be issued under this Agreement for a planned SB2 filing
on or about September 30th, 2001, plus reimbursement of ordinary out of pocket
expenses limited to $1,000 for the term of this agreement (any item over $100.00
must be pre-approved), when invoiced. If Client has not filed its SB2 by
November 30th, 2001 the Client shall issue additional shares to match any shares
previously issued and continue to make double payments in un-registered stock
until free trading shares are available. The first payment of 450,000 Shares is
due upon the signing of this Agreement and 150,000 within thirty (30) days,
thereafter the first (90) ninety day period on a monthly basis until terminated
plus
2.2 MSI will receive Twelve (12%) percent commission on the wholesale price
on all products which are sold through channels that MSI initiates during the
term of this Agreement and such payments shall continue One (1) year after
termination of this Agreement, plus
2.3 In addition to the above compensation, Client agrees to pay MSI a
finder fee of 10% of any monies raised by the Client from the Accreted Investors
introduced to the Client by MSI over a period of two years from the date of this
Agreement, plus;
2.4 Ten (10) options for common stock of the Client for every $100.00
raised. Each option shall have a Three (3) year period from the date of issue,
by which MSI shall have the right to buy common shares of the Client at a fixed
price of $.04 per share.
3. CONFIDENTIALITY
3.1 Both MSI and the Client agree that it will not at any time, or in any
fashion or manner divulge, disclose or otherwise communicate to any person or
corporation, in any manner whatsoever, any information of any kind, nature, or
description concerning any matters affecting or relating to the business of each
other's company. This includes its method of operation, or its plans, its
processes, or other data of any kind or nature that they know, or should have
known, is confidential and not already information that resides in the public
domain.
3.2 Both the Client and MSI expressly agree that confidentiality of these
matters is extremely important and gravely affect the successful conduct of
business of each company, and its goodwill, and that any breach of the terms of
this section is a material breach of this Agreement.
4. TERMINATION:
4.1 The Client shall have the exclusive right to terminate this Agreement
any time after the first 90 days by written notice if it is dissatisfied with
the performance of MSI.
4.2 This Agreement may also be terminated by the mutual agreement of the
parties, or after the initial term by either party. Regardless of the reason of
termination of this Agreement, the client agrees to pay MSI all monies owed up
to the date of termination.
5. ENTIRE AGREEMENT:
5.1 This written Agreement contains the sole and entire agreement between
the parties. It supersedes any and all other agreements written or verbal by and
between the parties and any individuals who are employees or consultants of
either "MSI" and Raven Moon Entertainment, Inc. The parties acknowledge and
agree that neither has made any representation with respect to the subject
matter of this Agreement or induced in any way the execution and delivery of
this Agreement except as expressly stated in the terms of this Agreement. The
parties further acknowledge that any previous statements or representations made
by either party to the other are now null and void and of no effect.
6. ARBITRATION:
6.1 It is agreed by the parties that disputes arising out of the execution
or interpretation of this Agreement shall be arbitrated under the rules of the
American Arbitration Association. If legal action is taken to enforce this
Agreement, the prevailing party shall be entitled to recover reasonable attorney
fees, interest, if applicable, plus arbitration cost for the expense of
collection or defense of the action at the discretion of the arbitrator(s).
7. JURISDICTION:
7.1 This Agreement shall be deemed executed in the State of Florida and
shall be construed under the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Management Solution International, Inc. Raven Moon Entertainment, Inc.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx XxXxxxxxxxx
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Xxxx Xxxxxx, CEO Xxxx XxXxxxxxxxx, CEO
EXHIBIT A
THIS EXHIBIT is part of an Agreement made 17th day of September, 2001, by and
between Management Solutions International, Inc., a Florida corporation with
principal offices at 0000 X. Xxxxxxx Xxxx., Xxxxxx, XX 00000 ("MSI"), and Raven
Moon Entertainment, Inc., a corporation with principal offices at 000
Xxxxxxxxxxxxx xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 (the Client).
Services To Be Provided:
The services listed below are available to the Client during the term of this
Agreement and MSI will work closely with the Client to set priorities and
objectives to be accomplished during this engagement.
A) Assist in Defining Capital needs, Sources, Uses of Funds including the
preparation of Terms of any Offering, Projections and Budgets within the first
(90) ninety day period.
B) Assist in locating an introducing potential accredited investors to the
Client and assist in any presentations to said potential investors so that
Client can acquire the necessary funds it needs within the first (90) ninety
days.
C) Actively pursue securing various distribution channels for Client's
products and services within the first (90) ninety days.
D) Layout Time and Action Line to achieve Objectives for the Client within
the first (90) ninety days.
E) Other Business consulting (answering questions, introductions, etc.) as
required so that the Client can achieve its objectives within the first (90)
ninety days.
/s/ JD (initials of Client representative)
/s/ MJ (initials of MSI representative)
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