Exhibit 4.2
ESCROW AGREEMENT
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THIS AGREEMENT entered into this day of June 18, 2002, by and among XXXXXXX
XXXXXX ("XXXXXX"), XXXXX XXXX INTERNATIONAL, INC. ("RAVEN MOON") and XXXXXXX X.
XXXXXX, ESQUIRE, an attorney licensed in the state of Florida ("Escrow Agent").
Background of Agreement
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XXXXXX and RAVEN MOON have executed a certain Consulting Agreement dated
May 8, 2002 (the "Consulting Agreement").
XXXXXX and XXXXX XXXX have agreed that the Consulting Agreement shall not
be delivered and the obligations to perform under the Consulting Agreement will
not take effect until such time as the terms of this Escrow Agreement have been
satisfied.
Terms of Agreement
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In consideration of the mutual promises and covenants contained herein and
in the Consulting Agreement, the parties hereby agree as follows:
1. Appointment of Escrow Agent. XXXXXX and RAVEN MOON do hereby appoint and
designate XXXXXXX X. XXXXXX as Escrow Agent for the purposes set forth in and
accordance with the terms and conditions set forth in this Agreement, and Escrow
Agent accepts such appointment and agrees to serve as Escrow Agent as
hereinafter set forth.
2. Escrow. XXXXXX and RAVEN MOON agree that, in accordance with the terms
of the Consultation Agreement, RAVEN MOON is depositing with the Escrow Agent
twenty (20) million shares of stock in RAVEN MOON.
3. Disbursement from Escrow. Escrow Agent shall disburse the stock held in
escrow to XXXXXX only upon receipt by Escrow Agent of funds required pursuant to
each section of Consulting Agreement upon exercise of the various options.
Shares issued to Escrow Agent shall not be deemed outstanding nor fully paid for
and nonassessible until each option has been properly exercised and paid for.
4. Duties and Indemnification.
(a) RAVEN MOON and XXXXXX acknowledge that Escrow Agent is acting solely
at their request and for their convenience. RAVEN MOON and XXXXXX shall jointly
and severally indemnify and hold Escrow Agent harmless from and against any and
all costs, claims, and expenses, including reasonable attorneys' fees, incurred
in connection with the performance of Escrow Agent's duties hereunder, except
with respect to actions or omissions taken or suffered by Escrow Agent in bad
faith, in willful disregard of this Agreement, or involving gross negligence.
(b) Escrow Agent is not a party to and is not bound by any agreement
which may be evidenced by or arise out of the foregoing instructions other than
as expressly set forth therein.
(c) Escrow Agent shall be protected in acting upon any written notice,
request, waiver, consent, receipt, or other paper or document or signature
thereon which Escrow Agent in good faith believes to be genuine and which
purports to be signed by XXXXXX or any officer of RAVEN MOON.
(d) In the event Escrow Agent shall be uncertain as to his duties or
rights hereunder or shall receive written instructions from RAVEN MOON with
respect to this Agreement which, in his sole opinion, are in conflict with any
of the provisions of this Agreement, Escrow Agent shall be entitled to refrain
from taking any proposed action until, at his option, he shall be indemnified in
writing by RAVEN MOON and XXXXXX or either of them or shall have received an
order of a Court; provided, however, that he may, in such event, deposit such
documents as may be the subject matter of such proposed action with an
applicable court of competent jurisdiction and, upon giving notice to the other
parties hereto of the same, shall be relieved and discharged of any further
obligation and responsibilities with respect thereto.
Escrow Agent shall be a fiduciary to RAVEN MOON with respect to the
issued shares and all funds delivered upon exercise by XXXXXX of the options.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
ESCROW AGENT RAVEN MOON INTERNATIONAL, INC.
/s/ By: /s/
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Xxxxxxx X. Xxxxxx, Esquire Xxxx XxXxxxxxxxx
President
XXXXXXX XXXXXX
/s/
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Xxxxxxx Xxxxxx
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