CONSULTING AGREEMENT

EXHIBIT 10.4

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT, ("Agreement"), is made by and between

Management Solutions International, Inc., with offices at 280 Wekiva Springs

Road, Suite 201, Longwood, FL 32779 and JB Toys, LLC and Raven Animation, Inc.

two wholly owned subsidiaries of Raven Moon Entertainment, Inc., (the

"Company"), (collectively the "Parties").

WHEREAS, the Company desires to develop and market products and

services offered from time to time by the Company, ("Products and Services"), to

potential customers of the Products and Services; and

WHEREAS, the Consultant is knowledgeable in the areas of business

administration, television & radio syndication, advertising, sales, travel,

website design and marketing; and

WHEREAS, the Company desires to utilize the services of the Consultant

to promote its Products and Services and to develop contacts and markets for the

Company's Products and Services.

NOW THEREFORE, in consideration of the premises and mutual covenants

set forth in this Agreement, the Parties hereby agree as follows:

1. Scope of Services. The Company hereby retains the Consultant to

assist the Company as an executive business advisor to the CEO of the company on

an as needed basis for general business consulting, administrative services,

syndication services, corporate website development, meetings, conventions, and

travel, and to initiate new contacts and increase sales of the Company's

Products and Services. In addition, the Company hereby retains the Consultant to

assist the Company with its publicity matters, business travel arrangements,

trade conventions, advertising of the Company's Products and Services through

placement of print ads, television and radio commercials, billboards, and public

service announcements for broadcast on television and radio at no cost to the

Company, television and radio syndication, duplication and the delivery of

promos and programs to television and radio stations, the implementation and

creation of business plans, sales of the Company's Products and Services, and

the distribution of such Products and Services, licensing and merchandising,

designs, concerts and all other company objectives on a "Non-Cost" basis and on

a "Non-Compete" basis as those terms are described herein in Paragraphs 5 and 6

of this Agreement. Consultant's expenses for advertising, travel and conventions

shall not exceed Ten Thousand Dollars ($10,000) per month or an aggregate of One

Hundred and Twenty Thousand Dollars ($120,000) for the Term of this Agreement.

2. Term, Contingency and Effective Date.

E. The Term of this Agreement is One (1) year and is subject to

the termination provisions of this Agreement.

F. This entire Agreement and the effective date of this

Agreement are contingent upon SEC approval of the Company's

S3 plan and the mutual termination of any other Consulting

Agreements between the Parties.

G. The Effective Date of this Agreement shall be the 1st day of

the first full month following SEC approval of the Company's

S3 plan and the mutual termination of any other Consulting

Agreements between the Parties.

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H. Notwithstanding the foregoing, the Company shall be entitled

to terminate this Agreement for any reason at its sole

discretion upon Five (5) business days written notice, which

written notice shall be effective upon mailing by first

class mail or hand delivery accompanied by facsimile

transmission or email to the Consultant at the address and

telecopier number last provided by the Consultant to the

Company. Termination, with or without cause shall be

determined solely and exclusively by the Company for

non-performance, conflicts of interest, a violation of any

rule or regulation of any regulatory agency, the unlicensed

practice of law or any other licensed professional service,

and other neglect, act or omission detrimental to the

Company or the Company's business, material breach of this

Agreement or any unauthorized disclosure of any of the

secrets or confidential information of the Company,

dishonesty, morals or any other reason including non-cause

as determined exclusively by the CEO of the Company.