CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of this fifth (5th) day of February,
2002, by and between Raven Moon International, Inc., a Florida corporation,
("RMI"), and Xx. Xxxxxx X. Xxxxxx ("Consultant"). This agreement replaces and
supersedes any and all previous agreements or arrangement between the parties.
WHEREAS, RMI is engaged in the development, production, distribution, and
exploitation of television properties and other entertainment projects;
WHEREAS, Consultant is a partner in Xxxxxx-Xxxxxx Entertainment, a California
limited partnership, ("HRE") and has an extensive experience, contacts, and
credentials in the television and consumer products industries; and
WHEREAS, RMI wishes to retain Consultant for certain consulting and certain
development services and participations (the "Services").
NOW, THEREFORE, and in consideration of the mutual promises and agreements
herein contained and intending to be legally bound, the parties, for themselves,
and their heirs, successors, personal representatives, and assigns hereby agree
as follows:
1. SERVICES.
Consultant agrees to provide consulting, and certain development services and
participations for RME (the "Services"), including the following:
a) Causing HRE to grant to RMI certain carrying interests and rights to
any three, of the following properties of HRE, The Icely Brothers,
Wild Streets, StarRidz and Dirt Traxx, pursuant to the following
terms:
(i) Recoupment of $200,000.00 in "development" costs on a pari
passu basis with total production costs against series sold
in market;
(ii) An equal participation to HRE's "Producer's Share" of Net
Profits (as defined below);
(iii) HRE will share all appropriate development, production and
marketing materials of the properties with RMI on a
confidential basis and in support of its publicity efforts
on an ad-hoc basis. HRE must approve all publicity
surrounding these properties, in advance;
(iv) Raven Moon and J&B XxXxxxxxxxx shall receive co-executive
producer credit. Additionally, J&B XxXxxxxxxxx shall
receive executive producer fees equal to that of HRE.
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(v) The above terms represents RMI's passive financial interest
in the properties in which HRE shall continue to retain and
control all copyrights, distribution in all media,
licensing and merchandising, and creative and production
control;
(vi) RMI shall have the right to match domestic home video
distribution terms of any third party on any of the
properties;
(vii) Nothing in the terms outlined above constitutes a guarantee
by HRE that it will successfully obtain national television
distribution for any the properties, but only that HRE will
use it best efforts to do so.
b) If HRE fails to sell (secure a pilot and/or production commitment) the
properties within two (2) years, RMI shall receive a subsequent two
(2) year option on the any of the three of four properties.
c) If RMI successfully secures national distribution and provides
financing within the two (2) year option period, then HRE will be
entitled to an equal share of Producer's Share of net profits (See
attached Net Profit and Producers Share definition) and RMI shall
receive all distribution and production rights formerly held by HRE in
return for recoupment of up to $200,000.00 in out-of-pocket
development and distribution costs incurred by HRE on a pari passu
basis with total production costs against series sold in market.
d) If RMI fails to exercise its option, or perform during its option
period then all rights shall be retained (revert) to HRE.
2. FEE
In consideration of the Services, RMI agrees to pay to Consultant the following
fee (the "Fee"):
a) Three Million, Eight Hundred Thousand (3,800,000), S-8, free trading,
unrestricted shares of RMI's common stock (the "Shares"). RMI agrees
to file a registration statement with respect to the Shares and
deliver, in full, to Consultant by February 8, 2002.
b) Consultant hereby acknowledges and agrees that it may not, at any
time, sell more than ten percent (10%) or two hundred and fifty
thousand shares (250,000), whichever is greater, of the weekly trading
volume of the Shares directly into the market. For purposes of this
agreement, weekly trading volume shall be defined as two million, five
hundred thousand shares (2,500,000). Consultant may, decide to sell or
assign any portion of its shares to a private third party, at any
time.
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c) Consultant shall provide to RMI (i) a written notice of all sales by
Consultant of any number of the Shares and (ii) within 10 business
days after the end of each calendar month.
3. Mutual RELEASE OF ALL CLAIMS
a) In exchange for the full consideration above, each party shall
relinquish now and forever all pre-existing contractual claims and
respective legal rights involved in the disputes. Consultant shall
cause HRE to agree and sign a separate mutual release with RMI, under
terms to be negotiated.
b) Consultant shall make good faith efforts through Summit
Entertainment/Xxxx Xxxxxx to settle any outstanding obligations that
resulted in the abandonment of "Xxxx D and the Icely Brothers"
production.
4. BOARD RESIGNATION
With the signing of this agreement Consultant herby tenders his respective
resignation from the Board of Directors of RMI. HRE will have the right to
approve all announcements concerning such, in advance and in writing and not
until the full receipt of the stock certificates.
Both parties voluntarily and knowingly release with the express intention of
eliminating the liabilities and obligations involving all previous agreements
between them in exchange for certain values (consideration) contained herein and
mutual relinquishment of our respective legal rights involved in the disputes in
all such agreements described above.
5. NONDISCLOSURE
a) Neither party shall disclose the terms of this settlement or those of
any previous agreements.
b) Furthermore, neither party shall disclose any information to third
parties that would be considered as disparaging or injurious to the
other party in any way.
c) RMI may not publicly or privately use Consultant's name or likeness in
any way, or characterize Consultant's relationship to the company,
without the express written permission from Consultant.
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6. CERTAIN DEFINITIONS
For purposed of this Agreement, the following terms shall have the meaning as
set forth below:
a) "Net Profits" shall mean Gross Revenue less Distribution Fees,
Distribution Costs and Production Costs.
b) "Gross Revenues" shall mean all revenue actually received by the
exploitation of the programs by HRE, including the gross amounts
received by any of its subsidiaries or affiliates acting as
sub-distributors, sub-licensees and agents.
c) "Distribution Fees." In consideration for the distribution services
HRE or a third party assignee (Distributor) is rendering to the
properties, Distributor shall retain as its sole and exclusive
property from all exploitation of the Programs the following
distribution fees:
(i) Domestic Distribution: Network: 25% or Syndication: 35%;
(ii) Foreign Distribution: 40%; and
(iii) Licensing & Merchandising: 40%.
If Distributor uses unaffiliated sub-distributors, sub-licensees,
agents, etc., however, the fees of such entities shall not be subject
to these limitations and shall be deducted in the calculation of net
profits.
e) "Distribution Costs" shall include, without limitation, a pro-rata
share of festival and market expenses, costs incurred in connection
with promotional cassettes, sales and withholding taxes, shipping of
promotional material, the manufacture of prints and videotapes, music
and effects tracks, script duplication, publicity material, bank
transfer charges, dubbing and production of foreign language tracks,
advertising expenses and legal and agent fees.
f) "Production Costs" shall mean all sums advanced or paid by Distributor
or third party in connection with the production of the Programs,
including any residuals, royalties and/or clearance costs, insurance
premiums, attorneys' fees and/or any other production related costs
paid or advanced.
g) "Producer Share" shall mean the share of Net Profits that is typically
attributed to the services provided as Executive Producer to any
series. For the purpose of this agreement, Producer Share will EXCLUDE
any net profit participation negotiated and typically assigned to
financing, or the arrangement thereof, distribution, or "below the
line" production services. If either party shall provide such
services, those Net Profit participations will be EXCLUDED from
Producers Share split.
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7. FULL FORCE and EFFECT:
THIS AGREEMENT WILL NOT BE IN FULL FORCE AND EFFECT UNTIL ALL STOCK
CERTIFICATES ARE FULLY RECEIVED BY CONSULTANT. FAILURE TO SO, SHALL
REINSTATE ALL PRIOR CONTRACTUAL CLAIMS, RIGHTS AND LIABILITIES AND RENDER
THIS AGREEMENT, IN ITS ENTIRETY, NULL AND VOID.
RAVEN MOON INTERNATIONAL, INC.
By: /s/
-------------------------------
Xxxx XxXxxxxxxxx,
President and Chief
Executive Officer
/s/
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XXXXXX X. XXXXXX
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