ex41.htm


     

    EXHIBIT
      4

    


    RAVEN
      MOON ENTERTAINMENT, INC.

    


    2007
      EQUITY COMPENSATION PLAN AMENDMENT 6

     

    October
      23, 2007

    


        Raven
      Moon Entertainment, Inc., a Florida corporation (the "Company"), as of the
      Effective Date below, adopts this“Plan” Under the Plan, the Company may issue
      shares of the Company's common stock or grant options to acquirethe Company's
      common stock (the "Stock" or “Shares”), from time to time to employees,
      officers, consultants oradvisors of the Company or any of the Company's
      subsidiaries, all on the terms and conditions set forth herein.

     

        In
      addition, at the discretion of the Board of Directors, Shares may from time
      to
      time be granted under this Plan toindividuals, including consultants or
      advisors, who contribute to the success of the Company or any of its
      subsidiaries, providedthat bona fide services shall be rendered by consultants
      and advisors, and such services shall not be in connection with the offeror
      sale
      of securities in a capital-raising transaction or to directly or indirectly
      promote or maintain a market for the Companysecurities. Grants of incentive
      or
      non-qualified stock options and stock awards, or any combination of the
      foregoing, may bemade under the Plan.

    


    1.
      Purpose of the Plan.

     

    The
      Plan
      is intended to compensate individuals (natural persons) for bona fide services
      to assist the Company or who contributeto the success of the Company or any
      of
      the Company's subsidiaries.

    


    2.
      Administration of this Plan.

    


    Administration
      of this Plan shall be determined by the Company's Board of Directors (the
      "Board"). Subject to compliance withapplicable provisions of the governing
      law,
      the Board may delegate administration of this Plan or specific administrative
      dutieswith respect to this Plan on such terms and to such committees of the
      Board or any officer as it deems proper (hereinafter theBoard or its authorized
      committee or officer delegate shall be referred to as "Plan Administrators"
      but
      if no others are evernamed, it is the Board that is the Plan Administrator(s)).
      The interpretation and construction of the terms of this Plan by the
      PlanAdministrators thereof shall be final and binding on all participants in
      this Plan absent a showing of demonstrable error. Nomember of the Plan
      Administrators shall be liable for any action taken or determination made in
      good faith with respect to thisPlan. Any shares approved by a majority vote
      of
      those Plan Administrators attending a duly and properly held meeting shall
      bevalid. Any shares approved by the Plan Administrators shall be approved as
      specified by the Board at the time of delegation.

    


    3.
      Shares of Stock Subject to this Plan.

     

    The
      total
      number of shares issued or issuable pursuant to this Plan shall not exceed
      the
      authorized unissued common stock of theCompany, and it is contemplated the
      Plan
      is for a total set forth herein, on the last page.

    
      
         

      

      
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    4.
      Reservation of Stock on Granting of Rights.

     

    At
      the
      time any right is granted under the terms of this Plan, the Company will reserve
      for issuance the number of shares ofStock subject to such right until that
      right
      is exercised or expires. The Company may reserve either authorized but
      unissuedshares or issued shares reacquired by the Company.

    


    5.
      Eligibility.

     

    The
      Plan
      Administrators may grant shares or grant options to acquire shares of the
      Company's common stock to employees,officers, advisors or consultants of the
      Company or its subsidiaries, and others as lawfully permitted, provided that
      suchindividuals are compensated for bona fide services to the Company  or
      any of its subsidiaries and such services are not renderedin connection with
      services for which the Plan cannot compensate in reliance upon laws and
      regulations. In any case, the PlanAdministrators shall determine, based on
      the
      foregoing limitations  and the Company's best interests, which consultants
      andadvisors and others are eligible to  participate in this Plan. Shares
      shall be in the amounts, and shall have the rights and besubject to the
      restrictions, as may be determined by the Plan Administrators, all as may be
      within the provisions of this Plan.

     

    6.
      Terms of Grants and Certain Limitations on Right to
      Exercise.

     

        a.
      Each right to shares may have its terms established by the
      Plan Administrators at the time the right is granted.

    


        b.
      The terms of the right, once it is granted, may be reduced only as provided
      for in this Plan and under the express writtenprovisions of the
      grant.

    


    
      	
               

            	
                  c.
                Unless otherwise specifically provided by the written provisions
                of the grant or required by applicable disclosure or otherlegal
                requirements promulgated by the U.S. Securities and Exchange
                Commission ("SEC"), no participant of this Plan or hisor her legal
                representative, legatee, or distributee will be, or shall be deemed
                to be, a holder of any shares subject to anyright (as in the case of
                a stock option) unless and until such participant exercises his or
                her
                right to  acquire all or a portionof the Stock subject to the
                right and delivers any required consideration to the Company in
                accordance with the terms of thisPlan and then only as to the number
                of shares of Stock acquired. Except as specifically provided in this
                Plan
                or as otherwisespecifically provided by the written provisions of any
                grant, no adjustment to the exercise price or the number of shares of
                Stock subject to the grant shall be made for dividends or other
                rights for which the record date is prior to the date on whichthe
                Stock subject to the grant is acquired by
                the holder.

            


    

    


    
      	
               

            	
                  d.
                Rights shall vest and become exercisable at such time or times and
                on such
                terms as the Plan Administrators may determineat the time of the
                grant of
                the right.

            


    

    


    
      	
               

            	
                  e.
                Grants may contain such other provisions, including further
                lawful restrictions on the vesting and exercise of the grant asthe
                Plan Administrators may deem
                advisable.

            


    

     


    
      
         

      

      
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        f.
      In no event may a grant be exercised after the expiration of its
      term.

    


        g.
      Grants shall be non-transferable, except by the laws of descent
      and distribution.

    


    7.
      Exercise Price.

     

    The
      Plan
      Administrators shall establish the exercise price payable to the Company for
      shares to be obtained pursuant to anyconsulting or services stock options which
      exercise price may be amended from time to time as the Plan Administrators
      shalldetermine.

    


    8.
      Payment of Exercise Price.

     

    The
      exercise of any option shall be contingent on receipt by the Company of the
      exercise price paid in either cash, certified orpersonal check or other legal
      consideration, payable to the Company.

     

    9.
      Dilution or Other Adjustment.

     

    The
      shares of Common Stock subject to this Plan and the exercise price of
      outstanding options are subject to proportionateadjustment in the event of
      a
      stock dividend on the Common Stock or a change in the number of issued and
      outstanding shares ofCommon Stock as a result of a stock split, consolidation,
      or other re-capitalization. The Company, at its option, may adjust thegrants
      and
      rights made hereunder, issue replacements, or declare grants void.

    


    10.
      Options to Foreign Nationals.

     

    The
      Plan
      Administrators may, in order to fulfill the purpose of this Plan and without
      amending this Plan, make grants to foreignnationals or individuals residing
      in
      foreign countries that contain provisions, restrictions, and limitations
      different from those setforth in this Plan and the Options made to United States
      residents in order to recognize differences among the countries in law,tax
      policy, and custom. Such grants shall be made in an attempt to give such
      individuals essentially the same benefits ascontemplated by a grant to United
      States residents under the terms of this Plan.

    


    11.
      Listing and Registration of Shares.

     

    Each
      grant shall be subject to the requirement that if at any time the Plan
      Administrators shall determine, in their sole discretion,that it is necessary
      or
      desirable to list, register, or qualify the shares covered thereby on any
      securities exchange or under anystate or federal law, or obtain the consent
      or
      approval of any governmental agency or regulatory body as a condition of, or
      inconnection with, the granting of such rights or the issuance or purchase
      of
      shares thereunder, such right may not be exercised inwhole or in part unless
      and
      until such listing, registration, consent, or approval shall have been effected
      or obtained free of anyconditions not acceptable to the Plan
      Administrators.

    
      
         

      

      
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    12.
      Expiration and Termination of this Plan.

     

    This
      Plan
      may be abandoned or terminated at any time by the Plan Administrators except
      with respect to any rights thenoutstanding under this Plan. This Plan shall
      otherwise terminate on the earlier of the date that is five years from the
      date
      first appearing in this Plan or the date on which the final share, under the
      Plan, may issue.

    


    SUPPLEMENT
      1, ATTACHED, IS INCORPORATED INTO THIS PLAN

     

    Additional
      Shares: 50,000,000

    


    BY
      ORDER
      OF THE BOARD OF DIRECTORS

     

     


    
      
         

      

      
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    SUPPLEMENT
      1

    


    


    1.     Grant
      of Shares.The Company shall only issue Shares or grant options as determined
      by the Board of Directors.

    


    2.     Services.Consultants
      have been or will be engaged by the Company and the Company has received
      business consultationservices and/or promises of additional services. Services
      may be detailed in additional documentation, including confirmatoryletters
      and
      agreements, as provided to one or more officers of the Company, or may be
      provided as otherwise acceptable to theofficers.

    


    3.     Compensation.The
      Consultants are not entitled to receive cash compensation, unless and until
      any
      agreement to thecontrary is reached with any particular Consultant. Consultants'
      sole compensation is the Shares identified herein, unless theparties agree
      otherwise as in the case of options. The Company makes no promise or
      representation as to the value of thesecurities.

    


    4.     Registration
      or Exemption.Notwithstanding anything to the contrary contained herein, the
      Shares may not be issued unless the Shares are registered pursuant to the
      Securities Act of 1933, as amended ("Act").

    


    5.     Delivery
      of Shares.The Company shall deliver, subject to the terms and conditions of
      this Plan, to each Consultant, as soon as practicable, a Certificate
      representing the Shares. Each Consultant agrees to be bound by the terms and
      conditions under thePlan by accepting delivery of the Shares, and any other
      terms individually agreed to in writing by the parties.

    


    6.     Company's
      Rights.The existence of the Shares and/or this Plan shall not affect in any
      way the rights of the Company toconduct its business.

    


    7.     Disclosure.Each
      Consultant agrees to having read and fully considered the disclosures under
      attached hereto andincorporated herein by reference.

    


    8.     Amendments.This
      Plan may not be amended unless by action of the Board of Directors.

    


    9.     Governing
      Law.This Plan shall be governed by the laws of the State of Florida, and the
      sole venue for any action arisinghereunder or in connection herewith shall
      be a
      court of competent jurisdiction in the state of the headquarters of the
      Company.

    


    10.     Binding
      Effect.This Plan shall be binding upon and for the benefit of the parties
      hereto and their respective heirs,permitted successors, assigns and/or
      delegates.

    


    12.     Captions.The
      captions herein are for convenience and shall not control the interpretation
      of
      this Plan.

     


    
      
         

      

      
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    11.     Cooperation.The
      parties agree to execute such reasonable necessary documents upon advice of
      legal counsel in order tocarry out the intent and purpose of this Plan as set
      forth hereinabove.

    


    12.     Gender
      and Number.Unless the context otherwise requires, references in this Plan in
      any gender shall be construed toinclude all other genders, references in the
      singular shall be construed to include the plural, and references in the plural
      shall beconstrued to include the singular.

    


    13.     Severability.In
      the event anyone or more of the provisions of this Plan shall be deemed
      unenforceable by any court ofcompetent jurisdiction for any reason whatsoever,
      this Plan shall be construed as if such unenforceable provision had never
      beencontained herein.

    


    Additionally:

    


    Item
      1
      - Plan Information

    


    


        (a)
      General Plan Information

    


    
      	
               

            	
                    1.
                The title of the Plan is: 2007 Equity Compensation Plan, as may be
                amended
                ("Plan") and the name of the registrantwhose securities are to be
                offered pursuant to the Plan is Raven Moon Entertainment
                ("Company").

            


    

    
      	
               

            	
                    2.
                The general nature and purpose of the Plan is to grant
                Consultants shares of the Common Stock of the Company ascompensation
                for consultation services for the
                Company.

            


    

    
      	
               

            	
                    3.
                To the best of Company's knowledge, the Plan is not subject to any of
                the provisions of the Employee Retirement IncomeSecurity Act of
                1974, as amended or replaced by any subsequent
                law.

            


    

          4.
      (a) The Company shall act as Plan Administrator. The Company address and
      telephone number is stated herein.

    


    The
      Company, as administrator of the Plan, will merely issue to the Consultants
      shares of Common Stock pursuant to the termsof the Plan, which may also include
      shares under Options or Options.

    


    
      	
               

            	
                  (b)Securities
                to be Offered.Pursuant to the terms of the Plan, shares of the
                Company's Common Stock will be offered, andmay be offered under
                Options. Terms shall be set by the Board of
                Directors.

            


    

    


    
      	
               

            	
                  (c)Employees
                Who May Participate in the Plan.Consultants are the
                sole participants in this Plan. Consultants are defined toinclude
                various persons including advisors. Consultants are eligible to
                receive the securities provided the securities have
                beenregistered under the Securities Act of 1933, as amended (the
                "Act").

            


    

    


    
      	
               

            	
                  (d)Purchase
                of Securities Pursuant to the Plan.The Company shall issue the
                underlying securities to Consultants as soon aspracticable
                after respective agreements are reached. In the case of Options,
                Consultants are required to pay the exercise priceset by the Company
                to receive their shares.

            


    

    
      
         

      

      
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        (e)Resale
      Restrictions.Consultants may assign, sell, convey or otherwise transfer
      the securities received, subject to therequirements of the Act.

    


    
      	
               

            	
                  (f)Tax
                Effects of Plan Participation.The Plan is not qualified under
                 Sec. 401 of the Internal Revenue Code of 1986, asamended or replaced
                by any subsequent law.

            


    

    


        (g)Investment
      of Funds.n/a

    


    
      	
               

            	
                  (h)Withdrawal
                from the Plan; Assignment of Interest.Withdrawal or termination
                as to the Plan may occur upon determinationof the CompanyConsultants
                have
                the right to assign or hypothecate Consultant's interest  in the
                Plan, subject to Planprovisions.

            


    

    


        (i)Forfeitures
      and Penalties.n/a

    


        (j)Charges
      and Deductions and Liens Therefore.n/a

    


    


    Item
      2 Registrant Information and Employee Plan Annual
      Information.

    


    Registrant,
      upon oral or written request by Consultants, shall provide, without charge,
      the
      documents incorporated by reference inPart II, Item 3 of Company's Form S-8
      Registration Statement for the securities as well as any other documents
      required to bedelivered pursuant to SEC Rule 428(b) (17 CFR Section 230.428(b)).
      All requests are to be directed to the Company at theaddress provided
      above.

    
      
         

      

      
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