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 0 Xxxxx Xxxx, X.X.X. ("0 Xxxxx Xxxx").
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 Company, including:
o Preparation of sales and presentation materials and public relations
services
o Corporate and securities compliance services and preparation of
related documentation
o Publicize the Company to brokers, market-makers, prospective
investors and shareholders, and
WHEREAS, 4 Point Lake is in the business of corporate and securities
compliance services and preparation of related documentation and desires to
provide such services to Bristol and
WHEREAS, Bristol desires to hire 4 Point Lake to provide such services;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed:
1. Engagement: Bristol hereby engages 4 Point Lake to perform corporate and
securities compliance services for the Company including the preparation
of related documentation.
Contractor's Agreement
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2. Time of Performance: Services to be performed under this Agreement shall
commence upon the execution of this Agreement and shall continue until
completion, which generally is expected to occur within thirteen months.
3. Compensation and Expenses: In consideration of the services to be
performed by 4 Point Lake in assisting Bristol in arranging for the
reverse takeover of SoundWorks USA, Inc. and in assisting Bristol in
providing investor relations services to the Company, Bristol agrees to
cause the company to issue 133,333 shares of its new Rule 144 restricted
common stock to 4 Point Lake. In addition, Bristol agrees to cause the
Company to issue one year warrants to purchase 333,333 shares of the
company's Reg D 504 Offering at $0.50 per share.
4. Confidentiality: Until such time as the same may become publicly known, 4
Point Lake agrees that any information provided to it by Bristol or the
company of a confidential nature will not be revealed or disclosed to any
person or entity, except in the performance of this agreement and upon
completion of its services and upon the written request of Bristol, any
original documentation provided by Bristol or the Company will be returned
to Bristol.
TCKTS, L.L.C. dba 0 XXXXX XXXX, X.X.X.
XXXXXXX MEDIA, LTD.
By______________________________ By______________________________________
Its_____________________________ Its_____________________________________
Date____________________________ Date____________________________________
Contractor's Agreement
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