EXHIBIT 10.2
AGREEMENT BETWEEN KNIGHTLIGHTS FOUNDATION AND RAVEN MOON INTERNATIONAL, INC.
1.) Raven Moon International, Inc. agrees to purchase the assets and rights
to the intellection property Knightlights for $200,000 worth of Raven Moon stock
as follows:
a.) First $100,000 at .02 per share (5 million shares) plus 100,000
warrants at .02 per share exercisable within three years.
b.) Second $100,000 at .05 per share (2 million shares) plus 100,000
warrants at .05 per share exercisable within three years.
2.) Raven Moon International will enter into a six-month freelance contract
under the direction of Raven Moon International with Xxxxxx Xxxxx and his
assistant Xxxxx XxXxxxxxx for a weekly fee of $1050 starting the week of August
6, 2001. Separately the services of Xxx Xxxxxx as artist will be hired as
needed. During the six-month period the emphasis will be to prepare the Knights
project for television sales and to fine-tune the book project for maximum
exploitation.
3.) Raven Moon International will grant the Knightlights Foundation a 2%
gross royalty on income received from the exploitation of the Knightlights
project. This royalty will be accounted for and paid 30 days after the end of
each calendar quarter. The Knightlights Foundation shall have the right to audit
the books of Raven Moon International specific to the Knightlights project once
each calendar year to verify all royalties have been accounted for and paid.
4.) The above is contingent upon the immediate combined investment of
$100,000 from Xxxxx and Xxxx Xxxxx to purchase a Raven Moon Convertible
Debenture as described in the attached Addendum to the Offering effective June
15, 2001.
PLUS 2 PAGES ATTACHED AND MADE A PART OF THIS AGREEMENT
AGREED
/s/ Xxxxx Xxxxxxx Date: 7/11/01
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Xxxxx Xxxxxxx, Knightlights Foundation
/s/ Xxxxxx Xxxxx
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Xxxxxx More, President
/s/ Xxxx XxXxxxxxxxx Date: 7/9/01
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Xxxx XxXxxxxxxxx, Raven Moon Entertainment
The KnightLight Foundation, Inc.
c/o 000 XXXXXXXX XXXXXX
Xxxxxxxx, XX 00000
(000) 000-0000
Fax: (000) 000-0000
To: Xxxx XxXxxxxxxxx - Xxxxx Xxxx Date: July 11, 2001
Fax#: 000 000-0000/Xxxx 000 000-0000 Pages: 2
From: Knightlights Foundation, Inc.
Xxxxx Xxxxxxx Jr., Sec/Treas
Subject: Offer of July 10, 2001
COMMENTS:
Good morning Joey and Xxxx,
Thanks for your fax yesterday regarding the offer for the Knightlights
Project. I sincerely appreciate your interest in our project. A few items occur
to me and I would like to clarify the following:
1.) The assets to the Knightlights project include scripts and art work. We
have always held out some original pencil art work for potential collectors in
the future. We, of course, will make that available under our agreement, but
would like to request a special compensation on those items of 10% plus the 2%
royalty. To clarify, this is only on special art work that may be sold to
collectors in the future. Of course, any art work developed by Raven Moon will
just be under the 2% royalty. In other words, we are transferring all
intellectual property in the Knightlights project as well as the assets
developed. Of course, our corporation will still exist and we will hopefully
develop other items and projects for the future. These will be totally different
than the Knightlights project and will be offered to Raven Moon in the future on
a "right of first refusal basis".
2.) The freelance contract for Xxxxxx Xxxxx and Xxxxx XxXxxxxxx including
Xxx Xxxxxx will be, we assume, only for the Knightlights projects. Our goal is
to assist Raven Moon maximize the revenue stream from the Knightlights project.
Xxxxxx and Xxxxx will work solely on the Knightlights project. Other projects
that Xxxxxx and Xxxxx may work on for Raven Moon will be performed on a per diem
or special contract price. The use of Xxx Xxxxxx as a freelance artist may be
negotiated as needed by Raven Moon. Xxx Xxxxxx has operated as a freelance
artist for the Knightlights foundation, Inc. and does not participate in the
ownership of the foundation. It is our goal that Xxxxxx Xxxxx is involved in a
major way in the production of the Knightlights project. We are not sure of your
plans for shows and events, but if Xxxxxx travels for these, we would expect him
to be compensated accordingly. Please be sure to address that area in your
proposed compensation agreement for Xxxxxx and Xxxxx. We, of course, will defer
to sound business practices in all managerial decisions affecting this area. It
is not our intent to compromise the project in any way but to ensure that it is
mutually profitable. Also, as I had mentioned before to Xxxx Xxxxxxx, Xxxxxx has
been working hard on this project for a year with what we consider to be minor
compensation. Xxxxxx has always requested a bonus for his efforts. While we were
in development mode, it just could not be accommodated. Should Raven Moon enter
into any lucrative agreements, we feel the compensation agreement for Xxxxxx and
Xxxxx should include bonuses, etc. We have discussed a bonus to Xxxxxx of
$25,000.00 and to Xxxxx of $5,000.00. Other things to consider are the
possibilities of Xxxxxx or Xxxxx being used for voice-overs or for actual music
and voice for the Knightlights or other projects for Raven Moon. You are under
no obligation to use them for this, but if they are appropriate for those areas,
at your discretion, an agreement for additional compensation would be necessary.
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3.) No changes as I will be the auditor of those items.
4.) Yes, as we agreed and will be immediately wired (today or tomorrow)
after you consider the above items.
Ok, now that seems to be all the business to clarify. I know the employment
agreement with Xxxxxx will be fairly complicated but I am sure we can work thru
that. As far as the issuance of stock, it will be as follows:
1.01 Xxxxxx Xxxxx 2,380,000 shares
1.02 Xxxxx Xxxxx 2,310,000 shares
1.03 Xxxxx Xxxxxxx Jr. and/or Xxxxxx X. Xxxxxxx 1,260,000 shares
1.04 Xxxxxxx Xxxx and/or Xxxxxxx Xxxx 630,000 shares
1.05 Xxxxx XxXxxxxxx 140,000 shares
1.06 Xxxxxxx Xxxxxx and/or Xxxxxx Xxxxxx 140,000 shares
1.07 Xxxxx X. Xxxxxx 140,000 shares
That will equal the 7,000,000 shares as per your proposal
In addition, we will exercise our warrants by the 20th of July, which per
my calculations should be a cost to us all at $7,000.00. Those warrants for the
additional 200,000 shares will be issued as follows:
1.01 Xxxxxx Xxxxx 68,000 shares
1.02 Xxxxx Xxxxx 66,000 shares
1.03 Xxxxx Xxxxxxx Jr. and/or Xxxxxx X. Xxxxxxx 36,000 shares
1.04 Xxxxxxx Xxxx and/or Xxxxxxx Xxxx 18,000 shares
1.05 Xxxxx XxXxxxxxx 4,000 shares
1.06 Xxxxxxx Xxxxxx and/or Xxxxxx Xxxxxx 4,000 shares
1.07 Xxxxx X. Xxxxxx 4,000 shares
I am not sure how to request our certificates other than the warrants
should be a separate certificate and the other shares should be a separate
certificate. I know we will do a reverse split and may be we can reissue
certificates at that time in different way.
Thanks again,
Xxxxx Xxxxxxx Jr.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
7/11/01 7/11/01
/s/ Xxxxx Xxxxxxx. /s/ Xxxx XxXxxxxxxxx
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Xxxxx Xxxxxxx Xxxx XxXxxxxxxxx
CEO, Raven Moon International,
Inc.
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
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ADDENDUM
The parties to the Agreement hereby Amend the Agreement dated between
Knight Lights Foundation and Raven Moon International, Inc. and say:
1. By mutual agreement, the Parties hereby remove, strike, nullify and void
Paragraph 2 (regarding compensation of $1,050.00 per week for (6) months to
Xxxxxx X. Xxxxx and Xxxxx XxXxxxxxx) in its entirety from the Agreement.
2. Paragraph 1 of this Addendum is the sole amendment to the Agreement and
constitutes the complete
understanding of the Parties as to the Addendum.
ACCEPTED AND AGREED TO:
Raven Moon International, Inc. Knight Lights Foundation
By: /s/ Xxxx XxXxxxxxxxx By: /s/ Xxxxx Xxxxxxx
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Xxxx XxXxxxxxxxx, CEO Xxxxx Xxxxxxx
Date 10/11/01 Date 10/11/01
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By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
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