Exhibit 4.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is entered into as of this 14 day
of July, 2002, by and between RAVEN MOON ENTERTAINMENT, INC., a Florida
corporation (the "Company"), and Xxxxxx Xxxxxx Xxxxxx ("Consultant").
1. Engagement of Consultant. The Company hereby engages Consultant to
provide the Company the following services:
a. Consultant's availability by telephone to discuss possible program
ideas, corporate strategies and to give updates on industry trends and
opportunities as needed. Such telephone meetings will be coordinated through
Xxxxxxx X. Xxxxxx.
b. Consultant's attendance at the annual Board of Advisors meeting in
Orlando, or in the event that such a meeting is not scheduled, attendance at an
annual meeting with Raven Moon executives in your city, scheduled at a mutually
convenient time.
c. Use of Consultant's initials, character, name, likeness, photograph,
film, voice, vocal representations, biographical data and endorsement in
personal appearance referenced in Duties 4 below and media including press
releases, brochures, posters, print ads, or other forms of promotion or
advertisement.
d. Availability to produce one commercial/PSA and one guest appearance on
"Xxxx D's Kids Club " television show or tape per year.
2. Compensation.
a. A grant of 5,000,000 shares of Raven Moon Entertainment, Inc. common
stock priced at the $0.015 per share.
b. 2,500,000 shares granted will be registered in the company's SB-2
registration.
c. Consultant may not sell more than 2,500,000 shares of the Company prior
to one (1) year form the date of this agreement.
3. Miscellaneous Provisions.
3.1 Entire Agreement; Binding Effect. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes any prior agreements or understandings between the
parties. This Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective successors and authorized assigns.
3.2. Modification. This Agreement may be modified only upon the
execution of a written agreement signed by both of the parties.
3.3 Waivers. No failure on the part of either party hereto to exercise,
and no delay in exercising, any right, power, or remedy hereunder shall operate
as a waiver thereof nor shall any single or partial exercise of any right,
power, or remedy hereunder preclude any other or further exercises thereof or
the exercise of any other right, power, or remedy.
3.4 Governing Law; Venue and Jurisdiction. This Agreement shall be
deemed to have been entered into in, and for all purposes shall be governed by,
the laws of the State of Florida, without regard to Florida's choice of law
decisions. The parties agree that any action brought by either party against the
other in any court, whether federal or state, shall be brought within Orange
County, Florida, in the applicable state and federal judicial districts and do
hereby waive all questions of personal jurisdiction or venue for the purpose or
carrying out this provision.
In witness whereof, the parties hereto have executed this Agreement as
of the date and year first above written.
"COMPANY"
RAVEN MOON ENTERTAINMENT, INC.
By: /s/ Xxxx XxXxxxxxxxx
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Xxxx XxXxxxxxxxx
President
"CONSULTANT"
/s/ Xxxxxx Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx Xxxxxx
