Exhibit 4.2

                              CONSULTING AGREEMENT

     This CONSULTING AGREEMENT ("Agreement") is entered into as of this 20th day
of March, 2003, by and between RAVEN MOON ENTERTAINMENT, INC., a Florida
corporation (the "Company"), and J. BENNETT GROCOCK ("Consultant").

     1. Engagement of Consultant. The Company hereby engages Consultant to
provide the Company corporate legal services.

     2. Compensation. As a compensation for his services provided herein and in
recognition that the shares previously issued to Consultant have diminished
substantially in value, the Company shall issue to Consultant 10,000,000 shares
("Shares") of the Company's common stock ("Stock"), par value $.0001 per share,
to be registered on Form S-8.

     3. Expenses. Company shall assume and shall be responsible for all expenses
incurred by Consultant and shall be responsible for all disbursements made in
Consultant's activities.

     4. Relationship of the Parties; Consultant's Limitations of Authority.
Except as otherwise specifically set forth in this Agreement, Consultant shall
have no authority to represent Company as an agent of Company. Consultant shall
have no authority to bind Company by any contract, representation,
understanding, act, or deed concerning Company. Except as otherwise specifically
set forth herein, neither the making of this Agreement nor the performance of
any part of the provisions hereof shall be construed to constitute Consultant as
an employee, agent or representative of Company for any purpose, nor shall this
Agreement be deemed to establish a joint venture or partnership.

     5. Miscellaneous Provisions.

        5.1 Entire Agreement; Binding Effect. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes any prior agreements or understandings between the
parties. This Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective successors and authorized assigns.

        5.2. Modification. This Agreement may be modified only upon the
execution of a written agreement signed by both of the parties.

        5.3 Waivers. No failure on the part of either party hereto to exercise,
and no delay in exercising, any right, power, or remedy hereunder shall operate
as a waiver thereof nor shall any single or partial exercise of any right,
power, or remedy hereunder preclude any other or further exercises thereof or
the exercise of any other right, power, or remedy.

        5.4 Governing Law; Venue and Jurisdiction. This Agreement shall be
deemed to have been entered into in, and for all purposes shall be governed by,
the laws of the State of Florida, without regard to Florida's choice of law
decisions. The parties agree that any action brought by either party against the
other in any court, whether federal or state, shall be brought within Orange
County, Florida, in the applicable state and federal judicial districts and do
hereby waive all questions of personal jurisdiction or venue for the purpose or
carrying out this provision.

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     In witness whereof, the parties hereto have executed this Agreement as of
the date and year first above written.

                                                     "COMPANY"

                                            RAVEN MOON ENTERTAINMENT, INC.


                                            By:  /s/ Joey DiFrancesco
                                               --------------------------------
                                                     Joey DiFrancesco, President


                                                     "CONSULTANT"


                                             /s/  J. Bennett Grocock
                                             ----------------------------------
                                                  J. Bennett Grocock