ENGAGEMENT AGREEMENT AMENDMENT

                                                                    EXHIBIT 10.5

                                November 20, 2003

Joey Defrancesco, CEO

Raven Moon Entertainment, Inc.

         Re:       Continued Engagement as SEC Counsel

Dear Joey:

          This letter amends the prior letter dated September 12, 2003 for the

extended engagement of J. Bennett Grocock, P.A as legal counsel to Raven Moon

Entertainment, Inc. (the "Company") with regard to Securities Exchange Act of

1934 compliance. This letter will modify the compensation payable for the

extended engagement through September of 2005. In the prior letter, the

compensation payable was 500,000 free trading shares of Company common stock. As

a result of the recent and marked downturn in the market price for the Company's

common stock, the terms of payment are modified as follows:

          o     The 500,000 shares previously issued are deemed fully earned and

               compensation for the period from September 1, 2003 through

                December 3