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