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 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, XXX is in the business of publicizing companies to brokers,
market-makers, prospective investors and shareholders and desires to provide
such services to Bristol and
WHEREAS, Bristol desires to hire XXX to provide such services;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed:
1. Engagement: Bristol hereby engages XXX to publicize the Company to
brokers, market-makers, prospective investors and shareholders.
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 XXX 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 XXX. 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,
XXX 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 XXX ENTERPRISES CORP.
BRISTOL MEDIA, LTD.
By______________________________ By______________________________________
Its_____________________________ Its_____________________________________
Date____________________________ Date____________________________________
Contractor's Agreement
