Exhibit 4.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into this 8th day of
May, 2002, by and between RAVEN MOON INTERNATIONAL, INC., a Florida corporation
(hereinafter referred to as the "Corporation") and Xxxxxxx Xxxxxx (hereinafter
referred to as the "Contractor").
WHEREAS, the Corporation is in the business of developing and producing
children's television programs, videos, CD music production and publishing and
e-commerce internet websites focused on the entertainment industry; and
WHEREAS, in connection with the marketing of the Corporation's products,
the Corporation desires to engage the services of Contractor, who has experience
in marketing such enterprises.
NOW THEREFORE, in consideration of the covenants and mutual promises herein
contained, it is agreed as follows:
(1) Contractor agrees to market the Corporation's products for 2 years by
(i) introducing the principals of the Corporation and the Corporation's products
to individuals and decision makers in companies, in which Contractor has
contacts, in order to promote the Corporation's products to consumers; and (ii)
promoting the Corporation's products to a wider audience.
(2) Contractor agrees to make at least twenty-four such contacts per year.
(3) If a contract results in revenue for the Corporation, Contractor will
be entitled to 10% of the gross revenues resulting from the contact upon receipt
of such revenues by Corporation.
(4) If Contractor fails to generate twenty-four (24) such contacts per
year, Contractor will pay to the Corporation Five Thousand Dollars ($5,000) for
a contact which has not been generated. For example, if Contractor generates
only twenty (20) contacts per year, Corporation will be entitled to payment of
Twenty Thousand Dollars ($20,000).
(5) Upon execution of this Agreement, Contractor will have the option to
purchase twelve million five hundred thousand (12,500,000) shares of the
Corporation's Common Stock at two cents ($.02) per share. Seven million five
hundred thousand (7,500,000) shares of this stock would be free trading and five
million (5,000,000) shares of the stock will be restricted. During the term of
this Agreement, Contractor shall also have the option to purchase at any time
additional shares not to exceed twelve million five hundred thousand
(12,500,000) shares of the Corporation's Common Stock. The price for these
shares is four cents ($.04) per share. This option to purchase the shares is
transferable by Contractor.
(6) Shares sufficient to cover the options described in paragraph 5 will be
issued in the name of Xxxxxxx Xxxxxx and deposited in escrow with the law firm
of Xxxxxx, Price & xx Xxxxx.
(7) Xx. Xxxxxx will issue no more than one million (1,000,000) shares a
month to Xx. Xxxxxx unless the following occurs:
(a) Once the stock reaches a value of ten cents ($.10) a share, may
issue an additional one million (1,000,000) shares to Xx. Xxxxxx.
(b) Once the stock reaches a value of twenty cents ($.20) a share, Xx.
Xxxxxx may issue an additional one million (1,000,000) shares to Xx. Xxxxxx.
However, the option of twenty cents ($.20) may not be executed within 30 days of
the ten cents ($.10) option being executed.
(c) Once the stock reaches a value of thirty cents ($.30) a share, Xx.
Xxxxxx may issue an additional one million (1,000,000) shares to Xx. Xxxxxx.
However, the option of thirty cents ($.30) may not be executed within 30 days of
the twenty cents ($.20) option being executed.
(d) Once the stock reaches a value of forty cents ($.40) a share,
Escrow Agent may issue an additional one million (1,000,000) shares to Xx.
Xxxxxx. However, the option of forty cents ($.40) may not be executed within 30
days of the thirty cents ($.30) option being executed.
(e) Once the stock reaches a value of fifty cents ($.50) a share, Xx.
Xxxxxx may issue an additional one million (1,000,000) shares to Xx. Xxxxxx.
However, the option of fifty cents ($.50) may not be executed within 30 days of
the forty cents ($.40) option being executed.
(f) Once the stock reaches a value of seventy-five cents ($.75) a
share, Xx. Xxxxxx may issue an additional one million (1,000,000) shares to Xx.
Xxxxxx. However, the option of seventy-five cents ($.75) may not be executed
within 30 days of the fifty cents ($.50) option being executed.
(g) Once the stock reaches a value of one dollar ($1.00) a share, Xx.
Xxxxxx may issue an additional one million (1,000,000) shares to Xx. Xxxxxx.
However, the option of one dollar ($1.00) may not be executed within 30 days of
the seventy-five cents ($.75) option being executed.
(h) As long as the stock price remains at or above one dollar ($1.00) a
share, Xx. Xxxxxx may issue an additional one million (1,000,000) shares to Xx.
Xxxxxx on a monthly basis. However, the one dollar ($1.00) option may not be
executed within 30 days of the prior one dollar ($1.00) option being executed.
(i) Notwithstanding any language to the contrary, Escrow Agent agrees
to hold at least one million (1,000,000) of stock during the course of the
Consulting Agreement.
(8) When Escrow Agent decides to exercise an option, he must do so by
written instruction to Xx. Xxxxxx. Xx. Xxxxxx will immediately send the written
instructions to Xxxxx X. Xxxxxx.
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(9) Xx. Xxxxxx will agree to pay for the options within three (3) days of
the written instructions to Xx. Xxxxxx. Payment for the option will be made to
Xx. Xxxxxx, who will forward such payment to Xx. Xxxxxx.
(10) Contractor has the following responsibilities regarding taxes:
(a) Contractor will receive a 1099 form from the Corporation, at year
end, which will be sent to the Internal Revenue Service.
(b) Contractor is required to report all income from Corporation to
the Internal Revenue Service.
(c) Contractor is responsible for all taxes associated with earnings,
such as Self-Employment Tax, federal Income Tax and any other applicable taxes.
(d) Contractor is responsible for keeping records of all income
producing expenses, which offset 1099 earnings.
(11) It is understood and agreed that the services of Contractor will be
rendered as an independent contractor and not as an employee. Nothing contained
in this Agreement shall be construed to create an employer-employee relationship
between the Corporation and contractor or to allow the Corporation to exe4rcise
control or direction over Contractor, or to dictate the manner or method by
which Contractor renders marketing services on behalf of the Corporation.
(12) Contractor shall be solely responsible to provide itself with
Xxxxxxx'x Compensation coverage as he sees fit. The Corporation shall not
provide Xxxxxxx'x Compensation coverage to Contractor.
(13) Contractor agrees to carry his own health, accident and disability
insurance, and does hereby release the Corporation for any injuries sustained in
the ordinary course of business.
(14) All expenses incurred by Contractor in performing his duties hereunder
shall be Contractor's responsibilities.
(15) The term of this Agreement shall commence on the date written above
and terminate two (2) years thereafter.
(16) Any notice of other communication required or permitted pursuant to
this Agreement shall be in writing and shall be delivered personally, or by
certified, registered or express delivery via the United States Postal Service
or a reputable express delivery courier which maintains records of delivery,
postage or freight prepaid, to the relevant address set forth below or to such
other address as may be designated by notice from the addressee. Any such
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notice or communication shall be deemed given when so delivered personally, or,
if mailed or delivered by express delivery courier, on the earlier of the date
of receipt or one business day after the day of mailing or the sender's delivery
to the express delivery courier.
If to Corporation:
Raven Moon International, Inc.
000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx __________
With a copy to:
Xxxxx X. Xxxxxx
000 Xxxx Xxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
If to Contractor:
Xxxxxx Xxxxxx
000 Xxxxxxxxxxx Xxxx.
Xxxxxxxxxxx, Xxxxxxx 00000
With a copy to:
Xxxxxxx X. Xxxxxx, Esq.
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
(17) This Agreement is the entire agreement between the parties with
respect to the subject matter hereof and all prior negotiations and agreements
with respect to that subject matter are merged herein. This Agreement may not be
amended or modified except in writing signed by both parties.
(18) This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original for all purposes and all of which, when taken
together, shall constitute a single counterpart instrument. Executed signature
pages to any counterpart instrument may be detached and affixed to a single
counterpart, which single counterpart with multiple executed signature pages
affixed thereto shall constitute the original counterpart instrument. All of
such counterpart pages shall be read as though one and they shall have the same
force and effect as if all of the parties had executed a single counterpart
page.
(19) In the event of any litigation between the parties arising out of or
relating to this Agreement, the prevailing party shall be entitled to recover
from the non-prevailing party all costs incurred and reasonable attorney's fees,
including attorneys' fees in all investigations, trials, bankruptcies and
appeals.
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(20) No change or modification of this Agreement shall be valid unless in
writing and signed by the parties hereto.
(21) This Agreement shall be construed and regulated under the laws of the
State of Florida, and shall inure to the benefit of and be binding upon the
parties hereto and their heirs, personal representatives, successors and
assigns. In the event of a dispute, the parties agree to arbitrate their
differences utilizing the American Arbitration Association. Each party will bear
one half of the cost of said arbitration.
(22) This Agreement represents the entire understanding between the parties
and supersedes all prior contracts and arrangements.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
CONTRACTOR CORPORATION
RAVEN MOON INTERNATIONAL, INC.
/s/ Xxxxxxx Xxxxxx By: /s/
---------------------------- -----------------------------------
Xxxxxxx Xxxxxx Xxxx XxXxxxxxxxx
President
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