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 independent contractor, is willing to accept the
Company as a client acting in the capacity as consultant, and
WHEREAS, Bristol is willing to undertake to make back-to-back
representation agreements with its contractors as follows: ▇▇▇▇ Investments,
L.L.C. (sales and presentation materials along with public relations); 4 Point
Lake, L.L.C. (corporate and securities compliance and documentation); and XXX
Enterprises Corp. (provide and work with brokers, market makers and venture
capital providers),
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed:
1. ENGAGEMENT: The Company hereby engages Bristol to create a broker
package and to publicize the Company to brokers, market makers,
prospective investors and
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shareholders described in paragraph 2 of this Agreement, and subject
to the further provisions of this Agreement. Bristol hereby accepts
the Company as a client and agrees to publicize the Company as
described in paragraph 2 of this Agreement and to assist the Company
in finding sources of venture capital.
2. MARKETING PROGRAM: Consists of the following components:
A. Bristol will review and analyze all aspects of the Company's
goals and make recommendations on feasibility and achievement
of the desired goals.
B. Bristol will review all of the general information and recent
filings from the Company and produce a Corporate profile in
brokerage style format to be approved by the Company prior to
circulation.
C. Bristol will provide, through its network of firms and brokers
interested in participating (becoming an active market maker),
the necessary due diligence and obtain the required approvals
necessary for those firms to participate. Bristol will also
interview and make determinations on any firms or brokers
referred to it by the Company with regard to their
participation.
D. Bristol will be available to the Company to field any calls
from firms and brokers inquiring about the Company. Bristol
will only provide information which is otherwise available to
the public.
E. Bristol will perform its required duties in a responsible and
legal manner in accordance with state and federal securities
acts.
F. Bristol will not make any statements or disseminate and
information about the Company that is not verified by the
Company in advance.
G. Bristol will complete negotiations with a NASD registered
broker dealer to act as the Placement Agent or with the
Company itself to act as its own placement agent for a
possible public offering or private placement of the Company's
securities on terms agreeable to the Company if such a need
for venture capital is warranted.
H. Bristol will provide back to the company periodic status
reports in its efforts as consultant to the Company, providing
disclosure as to firms interested in participating as
investors, market makers and/or broker dealers, along with
contact person, contact number and other information relevant
to Bristol in its capacity to the Company.
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3. 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 sixteen months.
4. BRISTOL'S CONTRACTORS: Bristol agrees to sign back-to-back
Representation Agreements with its three contractors: ▇▇▇▇
Investments, L.L.C. to provide sales and presentation materials
along with public relations; 4 Point Lake, L.L.C. to provide
corporate and securities compliance consulting and documentation;
and XXX Enterprises Corp. to provide and work with brokers, market
makers and venture capital providers.
5. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by Bristol in arranging for the reverse takeover of
SoundWorks USA, Inc., and in providing investor relations services,
the Company agrees to pay compensation to Bristol's contractors in
the amount of four hundred thousand shares (400,000) of its new Rule
144 restricted common stock, and agrees to pay Bristol $4,000 per
month commencing upon completion of the acquisition of SoundWorks
USA, Inc. In addition, the Company will issue one year warrants to
Bristol's contractors to purchase one million shares (1,000,000) of
the Company's Reg D 504 Offering at $0.50 per share.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company
represents and warrants to Bristol, each such representation and
warranty being deemed to be material, that:
A. The Company will cooperate fully and timely with Bristol to
enable Bristol to perform its obligations under the contract.
B. The execution and performance of this Agreement by the Company
has been duly authorized by the Board of Directors of the
Company in accordance with applicable law;
C. The performance by the Company of this Agreement will not
violate any provisions of the organizational documents of the
Company or any contractual obligation by which the Company may
be bound;
D. The Company will promptly deliver to Bristol a complete due
diligence package to include the latest annual Report,
including financial statements, last twelve months of press
releases and all other relevant materials, including but not
limited to corporate reports, brochures, and news worthy
events.
E. The Company will promptly deliver to Bristol a list of names,
addresses and phone numbers of all shareholders of the Company
of which it is aware.
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F. The Company will promptly deliver to Bristol a list of
investors, brokers and market makers of the company's
securities which are interested in the Company.
G. Because Bristol will rely upon information to be supplied it
by the Company, all such information shall be true, accurate,
and not misleading, in all respects to the best knowledge and
belief of the Company.
H. The Company will act diligently and promptly in reviewing
materials submitted to it by Bristol to enhance timely
distribution of the materials and will inform Bristol of any
inaccuracies contained therein prior to the projected
publication date.
7. DISCLAIMER BY BRISTOL: BRISTOL WILL BE SUPERVISOR OF CERTAIN
PROMOTIONAL MATERIALS. BRISTOL MAKES NO REPRESENTATION THAT: (A) ITS
SERVICES WILL RESULT IN ANY ENHANCEMENT TO THE COMPANY, (B) THE
PRICE WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN THE
COMPANY AS A RESULT OF THE CONTRACT, OR (D) ANY INVESTOR WILL LEND
MONEY TO OR INVEST IN OR WITH THE COMPANY.
8. OWNERSHIP OF MATERIALS: All right, title and interests in and to
materials to be produced by Bristol in connection with the contract
and other services to be rendered under this Agreement shall be and
remain the sole and exclusive property of Bristol, except that if
the Company performs fully and timely its obligations hereunder, it
shall be entitled to receive, upon written request, one (1) copy of
all such materials.
9. CONFIDENTIALITY: Until such time as the same may become publicly
known, Bristol agrees that any information provided to it by 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
the Company, any original documentation provided by the Company will
be returned to it. Bristol will, however, require Confidentiality
Agreements from its own employees and from contractors Bristol
reasonably believes will come into contact with confidential
material.
10. NOTICES: All notices hereunder shall be in writing and addressed to
the party at the address herein set forth, or such other address as
to which notice pursuant to this section may be given, and shall be
given by personal delivery, by certified mail (return receipt
requested), Express Mail or by national overnight courier. Notices
will be deemed given upon the earlier of actual receipt or three (3)
business days after mailed or delivered to such courier services.
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NOTICES SHALL BE ADDRESSED TO:
TCKTS, L.L.C. dba Bristol Media, Ltd.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and
SoundWorks International, Inc.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
11. MISCELLANEOUS:
A. EFFECTIVE DATE OF REPRESENTATIONS: May 1, 1997
B. GOVERNING LAW: This Agreement shall be governed by and
interpreted under the laws of the State of Washington where
the Company is currently transacting business and where this
Agreement has been accepted by Bristol. Securities matters
will be interpreted pursuant to various state and federal
laws.
C. CURRENCY: In all instances, references to dollars shall be
deemed to be United States of America dollars.
D. MULTIPLE COUNTERPARTS: This Agreement may be executed in
multiple counterparts, each of which shall be deemed an
original. It shall not be necessary that each party execute
each counterpart, or that any one counterpart be executed by
more than one party, so long as each party executes at least
one counterpart.
12. MUTUAL INDEMNIFICATION: The parties to this Agreement agree to
indemnify and hold harmless the other party from any cause of
action, claim liability, damage or penalty suffered as a result to
the judgment of misstatement of fact, of failure to state a fact is
material to the judgment of potential investors or to the conduct of
the other party which liability, claim, damage or penalty results
from the act or actions, or failure to act or disclosure of the
other party.
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TCKTS, L.L.C. SOUNDWORKS
Dba BRISTOL MEDIA, LTD. INTERNATIONAL, INC.
By______________________________ By______________________________________
Its_____________________________ Its_____________________________________
Date____________________________ Date____________________________________
Representation Agreement
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