Exhibit 4.2
Second Amendment to the General Business Affairs Consulting Agreement
THIS IS A SECOND AMMENDMENT (this "Amendment") to the Agreement dated
August 14, 2002 between Xxxxx X. Xxxxxx(the "Consultant") and Raven Moon
Entertainment, Inc. (the "Company"), amended on December 2, 2002. Each of the
Consultant and the Company are also referred to in this agreement as the
"Parties."
1. Scope of Services. The Company hereby retains the Consultant to assist
the company in the formation of a new publicly traded "spin-off"
company. The Consultant will form an exploratory committee which will
supervise an orderly transition of Raven Moon Home Video Products
LLC., into a separate stand alone company. The Consultant's duties
will include the formation of a new board of directors, advisory
board, and run day to day operations of the new company until a new
Chairman and CEO is located. The Consultant will continue to perform
all other duties as assigned to him by the CEO in the original
agreement.
2. Term. This Agreement shall become effective as of the date set forth
on the signature page of this Agreement, and shall continue for a
period of (1) year (the "Term"). Notwithstanding the foregoing, the
Company or the Consultant shall be entitled to terminate this
Agreement for "cause" upon 90 days' written notice, which written
notice shall be effective upon mailing by first class mail accompanied
by facsimile transmission to the Consultant at the address and
telecopier number last provided by the Consultant to the Company.
"Cause" shall be determined solely as to the violation of any rule or
regulation of any regulatory agency, and other neglect, act or
omission detrimental to the conduct of Company or the Consultant's
business, material breach of this Agreement or any unauthorized
disclosure of any of the secrets or confidential information of
Company, and dishonesty related to independent contractor status.
4. Compensation; Grant of Stock Option. In consideration for the services
to be provided by the Consultant to the Company under the terms of
this Agreement, the Company agrees to grant to the Consultant upon the
execution of this Agreement
A) Year One: $75,000.00 or 15 million free trading shares of stock
to be registered in an S8 and a non-qualified stock option (the
"Option") to purchase up to the number of shares (the "Shares")
of the Company's common stock (the "Common Stock") as set forth
below, which shall vest and be exercisable at the prices and on
the terms set forth below:
1) $150,000.00 of free trading common stock @ a 50% discount
from the closing "bid" price for the ten (10) trading days
immediately preceding the date of exercise of the option.
Expiration of Options: Any options that remain unexercised as of the
termination of this Agreement or the expiration of the Term shall automatically
and immediately expire and no longer be of any force or effect.
Detailed terms of the Option shall be set forth in the form of Non-Qualified
Stock Option Agreement between the Company and the Consultant, substantially in
the form attached as Exhibit A to this Agreement. The Company agrees to register
the Shares promptly after signing of this agreement for resale under the
Securities Act of 1933, as amended, pursuant to a registration statement filed
with the Securities and Exchange Commission on Form S-8 (or, if Form S-8 is not
then available, such other form of registration statement available), pursuant
to the terms of such registration set forth in the Non-Qualified Stock Option
Agreement.
5. Confidentiality. The Consultant covenants that all information
concerning the Company, including proprietary information, which it obtains as a
result of the services rendered pursuant to this Agreement shall be kept
confidential and shall not be used by the Consultant except for the direct
benefit of the Company nor shall the confidential information be disclosed by
the Consultant to any third party without the prior written approval of the
Company, provided, however, that the Consultant shall not be obligated to treat
as confidential, or return to the Company copies of any confidential information
that (i) was publicly known at the time of disclosure to Consultant, (ii)
becomes publicly known or available thereafter other than by any means in
violation of this Agreement or any other duty owed to the Company by the
Consultant, or (iii) is lawfully disclosed to the Consultant by a third party.
6. Independent Contractor. The Consultant and the Company hereby
acknowledge that the Consultant is an independent contractor. The Consultant
agrees not to hold himself out as, nor shall he take any action from which
others might reasonably infer that the Consultant is a partner or agent of, or a
joint venturer with the Company. In addition, the Consultant shall take no
action, which, to the knowledge of the Consultant, binds, or purports to bind,
the Company to any contract or agreement.
7. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire agreement
between the Parties, and may not be waived, amended, modified or
supplemented except by agreement in writing signed by the Party against
whom enforcement of any waiver, amendment, modification or supplement is
sought. Waiver of or failure to exercise any rights provided by this
Agreement in any respect shall not be deemed a waiver of any further or
future rights.
(b) Governing Law. This Agreement shall be construed under the
internal laws of the State of Florida, and the Parties agree that the
exclusive jurisdiction for any litigation or arbitration arising from this
Agreement shall be in Orlando, FL.
(c) Successors and Assigns. This Agreement shall be binding upon the
Parties, their successors and assigns, provided, however, that the
Consultant shall not permit any other person or entity to assume these
obligations hereunder without the prior written approval of the Company,
which approval shall not be unreasonably withheld and written notice of the
Company's position shall be given within ten (10) days after approval has
been requested.
(d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which when
taken together shall constitute one agreement.
(e) Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were excluded and shall be enforceable in
accordance with its terms.
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IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below.
Date: January 12, 2003 CONSULTANT:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Address for Notices:
COMPANY:
Raven Moon Entertainment, Inc.
By: /s/ Xxxx XxXxxxxxxxx
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Xxxx XxXxxxxxxxx, CEO
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