ex41.htm


    EXHIBIT
      4

    


    RAVEN
      MOON ENTERTAINMENT, INC.

    


    2007
      EQUITY COMPENSATION PLAN AMENDMENT
      3

     

    June
      9,
      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 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 distributee 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.

    


    
      
        
        

      

      
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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 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

     

    Additional
      Shares: 1,000,000,000

    


    BY
      ORDER
      OF THE BOARD OF DIRECTORS

     

     

    
      
        
        

      

      
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    EFFECTIVE
      DATE: June 9, 2007


    


    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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    11.     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.

    


    12.     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.

    


    13.     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: 2007
      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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