Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB/A Dated 12-31-00 12 62K
2: EX-4.2 Specimen Warrant Issued to Directors 2 16K
3: EX-4.3 Convertible Subordinated Debenture Series A 4 22K
4: EX-4.4 Convertible Subordinated Debenture Series B 4 22K
5: EX-4.5 Specimen Warrant Issued to Certain Shareholders 2 16K
6: EX-10.1 Subscription Agreement 2± 11K
15: EX-10.10 Stock Option Plan 14 73K
7: EX-10.2 Subscription Agreement 1 11K
8: EX-10.3 Pierce Subscription Agreement 1 11K
9: EX-10.4 Raven Subscription Agreement 2± 12K
10: EX-10.5 Subordinated Convertible Debentures 8 32K
11: EX-10.6 Letter Agreement Between the Company and Dlt 7 36K
12: EX-10.7 J&B Option Agreement 2 15K
13: EX-10.8 Mouery Talent Agreement 3 17K
14: EX-10.9 Option Agreement 3 21K
16: EX-99.1 Hayes Consulting Agreement 2 16K
17: EX-99.2 Hayes Letter Agreement 1 10K
18: EX-99.3 Interim Management Services Agreement 4 24K
19: EX-99.4 Hr Properties Option Agreement 2 14K
20: EX-99.5 Addendum to Hr Properties Option Agreement 2 15K
21: EX-99.6 Hr Production Agreement Gina D & Icely Bros. 2± 13K
22: EX-99.7 Summit Consultant Agreement 3 17K
23: EX-99.8 Martin Employment Agreement 4 23K
EX-10.7 — J&B Option Agreement
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EXHIBIT 10.7
OPTION AGREEMENT
April 11, 2001
Raven Moon International, Inc. located at 120 International Parkway, Suite 220,
Heathrow Florida 32746 a public corporation is interested in acquiring a One
Year Exclusive Option to all rights to a program, certain cartoon characters and
music publishing of songs written and used in "Gina D's Kids Club" programs
which have been created by J&B DIFRANCESCO located at 2221 Springs Landing Blvd.
Longwood, Florida 32779 in exchange for the following compensation:
THIS AGREEMENT SUPERCEDES ANY PREVIOUS AGREEMENTS SIGNED BETWEEN THE PARTIES FOR
THESE RIGHTS.
1. A non-refundable grant of 40,000,000 common restricted shares at par value
of Raven Moon International, Inc. stock which will be registered in the
company planned registered offering will be given the J&B DiFrancesco in
exchange for the One Year Option.
2. The company is obligated to provide funding so that J&B DiFrancesco, the
Executive Producers can produce a minimum of 10 half-hour episodes and two
home video products during the One Year Option period. In addition, the
company must place the home video product on the market through retail
stores, the Home Shopping Network or Christian television outlets,
bookstores and schools in addition to getting the television programs on
the air.
3. The company acknowledges that a default in an advance payment of $100,000
is still due and payable to J&B DiFrancesco for these rights and shall be
paid plus at 10% interest no later than April 11, 2002 or sooner.
4. It is agreed that this grant of stock made to J&B DiFrancesco, is in
addition to any other Administrative Compensation, Debts, Stock Options and
Expenses to be paid to J&B DIFRANCESCO as Officers and Directors for prior
services rendered and future services to be rendered. Furthermore, it is
agreed that this grant of stock is in addition to, any creative and talent
fees from all development, pilot and production budgets to be paid to J&B
DIFRANCESCO and/or J&B DIFRANCESCO, INC. as the exclusive Executive
Producers, Voice Talent, and Songwriters of all "Gina D's Kids Club"
programs to be produced for Raven Moon International, Inc. during this
Option period and for any period thereafter when these programs or videos
are produced.
5. In full consideration for this One Year Option, J&B DIFRANCESCO, J&B
DIFRANCESCO, shall convey to Raven Moon International, Inc., the right to
produce, market and promote through its assigns all rights including
licensing and merchandising to the "Gina D's Kids Club" programs and
videos. If the company meets it obligations in paragraph 2. Above during
the One-Year Option period the company shall have these rights for an
additional twenty- (20) year period. At the end of the twenty- (20) period
all rights shall revert back to J&B DiFrancesco, their heirs or assigns.
Page 2.
6. DEFAULT: If there is a default of non-performance according to the terms of
this One Year Option, ALL RIGHTS SHALL REVERT BACK TO J&B DiFrancesco at
the end of the One Year Option period or at the point of the default WITH
NO RECOURSE OR OBLIGATIONS TO RAVEN MOON INTERNATIONAL, INC. WHATSOEVER BY
J&B DiFrancesco.
7. This is a complete agreement between the parties. Any dispute shall be
settled in arbitration in Seminole County, Florida.
It is understood that Joey and Bernadette DiFrancesco are officers and directors
of Raven Moon International, Inc. and that this agreement when signed by them
may be construed as a conflict of interest, which is being disclosed.
DATE 4/11/01
-------------------
ACCEPTED AND AGREED TO:
/s/ Joey DiFrancesco
-------------------------------------
Joey DiFrancesco, President
Raven Moon International, Inc.
/s/ Joey DiFrancesco
-------------------------------------
Joey DiFrancesco, individually
/s/ Bernadette DiFrancesco
-------------------------------------
Bernadette DiFrancesco, individually
Dates Referenced Herein and Documents Incorporated by Reference
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