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")
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.
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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