Soundworks International Inc Sample Contracts

Soundworks International Inc – DIRECT RESPONSE CONSULTANTS (February 13th, 2002)

The following will constitute our agreement regarding the services "WnR" will provide for you, effective upon execution by both parties:

Soundworks International Inc – LEASE AGREEMENT (November 30th, 2001)

THIS LEASE is made and entered into by and between SOUNDWORKS INTERNATIONAL, INC., a Nevada corporation ("Tenant"), and MONTCALM, LLC, a Washington limited liability company ("Landlord").

Soundworks International Inc – CONTRACTOR'S AGREEMENT (May 7th, 2001)

Exhibit 10(vi) CONTRACTOR'S AGREEMENT AGREEMENT made this 1st day of August, 1997 by and between TCKTS, L.L.C. dba Bristol Media, Ltd. ("Bristol") and 4 Point Lake, L.L.C. ("4 Point Lake"). WITNESS THAT: WHEREAS, Bristol is a consulting firm which represents publicly traded companies, and WHEREAS, Bristol is currently representing SoundWorks International, Inc. ("Company") which will acquire SoundWorks USA, Inc. effective September 1, 1997, which will conduct an offering or offerings under Rule 504 of Regulation D of the Securities Act of 1933, and which will apply for a symbol and a listing on NASD's Electronic Bulletin Board in order that its securities may trade in a public market, and WHEREAS, Bristol has committed to a Representation Agreement with SoundWorks International, Inc. which provides that Bristol will provide investor relations services to t

Soundworks International Inc – LETTER OF INTENT (May 7th, 2001)

Exhibit 10(ii) LETTER OF INTENT March 20,2000 Santa Fe Acquisitions, Inc. 8495 Oddfellow, Road Bainbridge Island, WA 98110 SUBJECT, Letter of Intent for SoundWorks International, Inc. to acquire Santa Fe Acquisitions, Inc. after Santa Fe has concluded its purchase of the assets of Sunset Productions, Inc, (Asset Purchase Agreement Attached) Gentlemen: The purpose of this letter is to confirm the intention of the parties to proceed with negotiation of definitive agreements for the acquisition of Santa Fe Acquisitions, Inc., a Delaware corporation ("Santa Fe"), by our SoundWorks USA, Inc. subsidiary- We understand that Santa Fe has entered into an agreement to acquire all of the assets of Sunset Productions, Inc. for approximately $348,000. In order to complete that acquisition, Santa Fe is to raise $500,000 in

Soundworks International Inc – CONTRACTOR'S AGREEMENT (May 7th, 2001)

Exhibit 10(v) CONTRACTOR'S AGREEMENT AGREEMENT made this 1st day of August, 1997 by and between TCKTS, L.L.C. dba Bristol Media, Ltd. ("Bristol") and Toby Investments, L.L.C. ("Toby") WITNESS THAT: WHEREAS, Bristol is a consulting firm which represents publicly traded companies, and WHEREAS, Bristol is currently representing SoundWorks International, Inc. ("Company") which will acquire SoundWorks USA, Inc. effective September 1, 1997, which will conduct an offering or offerings under Rule 504 of Regulation D of the Securities Act of 1933, and which will apply for a symbol and a listing on NASD's Electronic Bulletin Board in order that its securities may trade in a public market, and WHEREAS, Bristol has committed to a Representation Agreement with SoundWorks International, Inc. which provides that Bristol will provide investor relations services to the Co

Soundworks International Inc – WARRANT AGREEMENT (May 7th, 2001)

Exhibit 4(ii) WARRANT AGREEMENT THIS WARRANT AGREEMENT ("Agreement") is made and entered into as of this ____ day of ___________, 2001, by and between SOUNDWORKS INTERNATIONAL, INC. a corporation organized and existing under the laws of the State of Nevada ("Company"), and THE FIDELITY TRANSFER COMPANY, as warrant agent ("Warrant Agent"). WHEREAS, the Company proposes to offer and sell a maximum of 1,500,000 Units ("Units") containing 1,500,000 shares of common stock ("Common Stock"), $.001 par value per share and 1,500,000 redeemable Common Stock purchase warrants ("Warrants") exercisable for an aggregate of 1,500,000 shares of Common Stock, together with all of the Common Stock and Warrants comprising all such Units and the shares of Common Stock issuable upon exercise of the warrants, pursuant to a Registration Statement on Form SB-2 (the "Prospectus"), File Number 333

Soundworks International Inc – ASSET PURCHASE AGREEMENT (May 7th, 2001)

Exhibit 10(i) ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement"), dated as of June 9, 2000, is entered into by and among Sunset Productions, Inc., a Colorado corporation ("Sunset"), SoundWorks International, Inc., a Nevada corporation ("SoundWorks"), and Santa Fe Acquisitions, Inc., a Delaware corporation ("Santa Fe"). RECITALS A. Sunset wishes to sell, and Santa Fe wishes to purchase, all of the assets of Sunset. B. Representatives of SoundWorks have previously executed a letter of intent with respect to SoundWorks' acquisition of Santa Fe after Santa Fe has concluded its purchase of the assets of Sunset pursuant to this Agreement. A true and correct copy of SoundWorks' letter of intent is attached hereto as Exhibit A. C. Representatives of Sunset and Santa Fe have previously executed a letter of intent wit

Soundworks International Inc – LOAN AND NOTE MODIFICATION AGREEMENT No. 2 (May 7th, 2001)

Exhibit 10(viii) Bank of America LOAN AND NOTE MODIFICATION AGREEMENT No. 2 This Loan and Note Modification Agreement No. 2 ("Agreement"), effective as of October 8, 2000, is made by and among Sunset Productions, Inc. (whether one or many, 'Borrower"), Jerome J. Ruther, Robert K. Mueller (whether one or many, "Guarantor"), and Bank of America, N.A. ("Bank"). RECITALS A. Borrower is indebted to Bank under a loan evidenced by the Loan Agreement and Promissory Note more specifically identified in.Exhibit A attached hereto and incorporated herein by this reference, as the same may have been previously renewed, modified and/or extended (collectively, the "Loan"). B. As of October 8, 2000, Borrower was indebted to Bank pursuant to the Loan in the total principal amount of Two Hundred Thirty Eight Hundred Sixty Seven Dollars and 54/ 1 00 Dollars ($23

Soundworks International Inc – REPRESENTATION AGREEMENT (May 7th, 2001)

Exhibit 10(iv) REPRESENTATION AGREEMENT AGREEMENT made this 1st day of May, 1997 by and between TCKTS, L.L.C. dba Bristol Media, Ltd. ("Bristol") and SoundWorks International, Inc., a Nevada corporation ("the Company"). WITNESS THAT: WHEREAS, THE Company is seeking to be a publicly held company and will apply to have its common stock trade on the "over the counter" market called NASD's "Electronic Bulletin Board", and WHEREAS, the Company is desirous of acquiring SoundWorks USA, Inc., which the Company believes has the potential to become sufficiently profitable to make a successful public company, and WHEREAS, the Company desires to publicize itself with the intentions of making its name and business better known to shareholders, brokerage houses, and the financial community and desires to find sources of venture capital, and WHEREAS, Bristol as an

Soundworks International Inc – CONTRACTOR'S AGREEMENT (May 7th, 2001)

Exhibit 10(iii) CONTRACTOR'S AGREEMENT AGREEMENT made this 1st day of August, 1997 by and between TCKTS, L.L.C. dba Bristol Media, Ltd. ("Bristol") and XXX Enterprises Corp. ("XXX") WITNESS THAT: WHEREAS, Bristol is a consulting firm which represents publicly traded companies, and WHEREAS, Bristol is currently representing SoundWorks International, Inc. ("Company") which will acquire SoundWorks USA, Inc. effective September 1, 1997, which will conduct an offering or offerings under Rule 504 of Regulation D of the Securities Act of 1933, and which will apply for a symbol and a listing on NASD's Electronic Bulletin Board in order that its securities may trade in a public market, and WHEREAS, Bristol has committed to a Representation Agreement with SoundWorks International, Inc. which provides that Bristol will provide investor relations services to the Compan

Soundworks International Inc – WARRANT CERTIFICATE (January 5th, 2001)

EXERCISABLE ON OR BEFORE 5:00 P.M., PST TIME No. W Warrants to Purchase Shares of Common Stock SOUNDWORKS INTERNATIONAL, INC. WARRANT CERTIFICATE This Warrant Certificate certifies that , or registered assigns, is the registered holder of Warrants to purchase initially, at any time, until 5 P.M. PST time on ("Expiration Date"), up to fully-paid and non-assessable shares of common stock, $.001 par value ("Common Stock") of SoundWorks International, Inc., a Nevada corporation (the "Company"), at the initial exercise price, of $1.20 per share, subject to adjustment in certain events (the "Exercise Price"). Number of Warrants Price ------------------ ----- The shares of Common Stock will be issued upon surrender of this Warrant Certificate and payment of th