ex41.htm


    EXHIBIT
      4

    


    RAVEN
      MOON ENTERTAINMENT, INC.

    


    2008
      EQUITY COMPENSATION PLAN

     

    January
      4, 2008

    


        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 acquire the Company's common
      stock (the "Stock" or “Shares”), from time to time to employees, officers,
      consultants or advisors 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 to individuals, including consultants or advisors,
      who
      contribute to the success of the Company or any of its subsidiaries, provided
      that bona fide services shall be rendered by consultants and advisors, and
      such
      services shall not be in connection with the offer or sale of securities in
      a
      capital-raising transaction or to directly or indirectly promote or maintain
      a
      market for the Company securities. Grants of incentive or non-qualified stock
      options and stock awards, or any combination of the foregoing, may be made
      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 contribute to 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 with applicable provisions of the governing law, the Board may
      delegate administration of this Plan or specific administrative duties with
      respect to this Plan on such terms and to such committees of the Board or any
      officer as it deems proper (hereinafter the Board or its authorized committee
      or
      officer delegate shall be referred to as "Plan Administrators" but if no others
      are ever named, it is the Board that is the Plan Administrator(s)). The
      interpretation and construction of the terms of this Plan by the Plan
      Administrators thereof shall be final and binding on all participants in this
      Plan absent a showing of demonstrable error. No member of the Plan
      Administrators shall be liable for any action taken or determination made in
      good faith with respect to this Plan. Any shares approved by a majority vote
      of
      those Plan Administrators attending a duly and properly held meeting shall
      be
      valid. 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 the Company, 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 of Stock subject to such right until that right is exercised or expires.
      The Company may reserve either authorized but unissued shares 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 such individuals are compensated for bona
      fide services to the Company  or any of its subsidiaries and such services
      are not rendered in connection with services for which the Plan cannot
      compensate in reliance upon laws and regulations. In any case, the Plan
      Administrators shall determine, based on the foregoing limitations  and the
      Company's best interests, which consultants and advisors and others are eligible
      to  participate in this Plan. Shares shall be in the amounts, and shall
      have the rights and be subject 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 written provisions of the grant.

     

    c.
      Unless otherwise specifically provided by the written provisions of the
      grant or required by applicable disclosure or other legal
      requirements promulgated by the U.S. Securities and Exchange Commission
      ("SEC"), no participant of this Plan or his or her legal representative,
      legatee, or distribute will be, or shall be deemed to be, a holder of any
      shares subject to any right (as in the case of a stock option) unless and
      until such participant exercises his or her right to  acquire all or a
      portion of the Stock subject to the right and delivers any
      required consideration to the Company in accordance with the terms of this
      Plan and then only as to the number of shares of Stock acquired. Except as
      specifically provided in this Plan or as otherwise specifically 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
      which the 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 determine at 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 as the Plan
      Administrators may deem advisable. 

     

        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.

    


    
      
         

      

      
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    7.
      Exercise
      Price.

     

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

    


    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 or personal 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
      proportionate adjustment in the event of a stock dividend on the Common Stock
      or
      a change in the number of issued and outstanding shares of Common Stock as
      a
      result of a stock split, consolidation, or other re-capitalization. The Company,
      at its option, may adjust the grants 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
      foreign nationals or individuals residing in foreign countries that contain
      provisions, restrictions, and limitations different from those set forth 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 as contemplated 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 any
      state
      or federal law, or obtain the consent or approval of any governmental agency
      or
      regulatory body as a condition of, or in connection with, the granting of such
      rights or the issuance or purchase of shares thereunder, such right may not
      be
      exercised in whole or in part unless and until such listing, registration,
      consent, or approval shall have been effected or obtained free of any conditions
      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 then
      outstanding 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

     

    Shares:
      1,000,000,000

    


    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 consultation
      services and/or promises of additional services. Services may be detailed in
      additional documentation, including confirmatory letters and agreements, as
      provided to one or more officers of the Company, or may be provided as otherwise
      acceptable to the officers.

    


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

    


    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 the Plan 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 to conduct its business.

    


    7.     Disclosure.Each
      Consultant agrees to having
      read and fully considered the disclosures under attached hereto and incorporated
      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
      arising hereunder 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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    13.     Cooperation.The
      parties agree to execute such
      reasonable necessary documents upon advice of legal counsel in order to carry
      out the intent and purpose of this Plan as set forth hereinabove.

    


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

    


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

    


    Additionally:

    


    Item
      1 -
      Plan Information

     

        (a)
      General Plan
      Information

    


    
      	
               

            	
                    1.
                The title of the Plan is: 2008 Equity Compensation Plan, as may be
                amended
                ("Plan") and the name of the registrant whose 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 as compensation
                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 Income Security 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 terms of 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, and may 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 to include
                various persons including advisors. Consultants are eligible to
                receive the securities provided the securities have been
                registered 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 as practicable
                after respective agreements are reached. In the case of Options,
                Consultants are required to pay the exercise price set 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 the requirements of the Act.

    

     

    (f)
Tax
      Effects of Plan
      Participation.The Plan is
      not qualified under  Sec. 401 of the Internal Revenue Code of 1986, as
      amended 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 determination of the Company
      Consultants have the right to assign or hypothecate Consultant's
      interest  in the Plan, subject to Plan provisions.

     

    (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 in Part II, Item 3 of Company's Form S-8 Registration Statement for
      the securities as well as any other documents required to be delivered pursuant
      to SEC Rule 428(b) (17 CFR Section 230.428(b)). All requests are to be directed
      to the Company at the address provided above.

     

    
      
         

      

      
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