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: Toby 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: Toby
            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.
            19239 Aurora Avenue North
            Shoreline, WA 98133-3930
            Tel: (206) 546-9660
            Fax: (206) 533-1156

                  and

            SoundWorks International, Inc.
            P.O. Box 4608
            Rolling Bay, WA 98061-0608
            Tel: (206) 780-0857
            Fax: (206) 780-0859

      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____________________________________


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