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                                                                   EXHIBIT 10.9



[MEL BAY LOGO]


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      MEL BAY PUBLICATIONS, INC. .. Over 50 years of Excellence in Music


                       SHEET MUSIC DISTRIBUTION AGREEMENT
                                     BETWEEN




                            Sunhawk.com Corporation

                                      And

                          Mel Bay(R) Publications, Inc.






#4 INDUSTRIAL DRIVE - P.O. BOX 66 - PACIFIC, MISSOURI 63069-0066 - (636)257-3970
         TOLL FREE 1-800-8-MEL BAY (1-800-863-5229) - FAX (636)257-5062
      WEB ADDRESS: http//www.melbay.com - E-MAIL ADDRESS: email@melbay.com


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                       SHEET MUSIC DISTRIBUTION AGREEMENT

       This Sheet Music Distribution Agreement ("Agreement") is made and entered
into effective as of 5th day of January, 2000, by and between Mel Bay
Publications, Inc., a Missouri corporation ("Publisher"), and Sunhawk.com
Corporation ("Licensee"), a Washington corporation, and known as:

                    Business name:      Sunhawk.com Corporation

                    Attention:          VP, Legal and Business Affairs

                    Located at:         223 Taylor Avenue N. Suite 200

                    City, State, Zip:   Seattle, WA 98109-5017

                    Telephone:          206-728-7063        Fax: 206-728-5929

                                    RECITALS

       I.     Publisher possesses the right to license the Products (as
hereinafter defined).

       II.    Licensee distributes digital sheet music and digital audio
products via a website which is presently located at the URL. www.sunhawk.com..

       III.   Subject to the terms and conditions of this Agreement, (a)
Licensee desires to obtain a license from Publisher to distribute Electronic
Editions to end users from such website, and (b) Publisher desires to grant such
a license to Licensee in order that end users can obtain the Electronic Editions
from such website.

                                   AGREEMENTS

       NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, Publisher and Licensee agree as follows;

       1.     DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings given those terms as hereinafter set forth:

              1.1.   "AGREEMENT" shall have the meaning given that term in the
                     first paragraph written above.

              1.2.   "BANKRUPTCY CODE" shall have the meaning given that term in
                     Section 8.2.4 below.

              1.3.   "CUSTOM COMPILATION" shall mean one or more individual
                     musical compositions (and the related artwork, titles,
                     photographs and likenesses of artists, liner notes,
                     coverwork, and narratives, associated with such
                     compositions) which are included in one or more Products
                     and which have been reordered into an new compilation which
                     differs in order, combination, organization or number of
                     individual musical compositions from the Product or
                     Products; provided, however, that Publisher has approved
                     each such Custom Compilation and set the Suggested Retail
                     Price prior to the first offering of such Custom
                     Compilation for sale.


              1.4.   "EFFECTIVE DATE" means the date first written above.



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              1.5.   "ELECTRONIC EDITION" means a Product or Custom Compilation
                     that has been converted into electronic format using
                     Licensee's Proprietary Format.

              1.6.   "END USER LICENSE AGREEMENT" means the end user license
                     agreement that is included in the Solero(R) Viewer and on
                     the Sunhawk.com website as updated from time to time, and
                     applicable to, each Electronic Edition. A copy of the
                     current End User License Agreement is attached hereto as
                     Schedule "C".

              1.7    "EVENTS OF DEFAULT" shall have the meaning given that term
                     in Section 8.2 below.

              1.8.   "LICENSEE" shall have the meaning given that term in the
                     first paragraph written above.

              1.9.   "LICENSEE'S PROPRIETARY FORMAT" shall mean the electronic
                     digital file formats which are proprietary to Licensee and
                     known generally as Solero(R), Sunhawk(R) Scans and
                     Sunhawk(R) Audio or such other proprietary electronic
                     format agreed to in writing from time to time by Publisher.

              1.10.  "LICENSEE'S WEBSITE" shall mean the website located at the
                     URL listed above or such other website or websites from
                     which Licensee offers or advertises Electronic Editions and
                     to which Publisher has given its prior written consent.

              1.11.  "PRODUCT" means the musical compositions and compilations
                     or anthologies of compositions, and accompanying artwork,
                     titles, photographs and likenesses of artists, liner notes,
                     coverwork, and narratives, associated with the titles
                     listed on Schedule A (in either sheet music format or on
                     CD-ROM as indicated on such Schedule) or listed on any
                     amendment to such Schedule executed from time to time by
                     Publisher and Licensee. Publisher shall have the right from
                     time to time upon reasonable prior written notice to
                     remove, restrict, or delete any specific composition
                     because of termination for any reason (other than the sale
                     or other transfer) of Publisher's rights therein and such
                     composition shall no longer be deemed an Electronic Edition
                     hereunder. In such event, Licensee's rights with respect to
                     such composition shall be terminated as of the date set
                     forth in such notice. In the event Publisher has knowledge
                     that the rights to any of the Products will terminate prior
                     to the Initial Term of this Agreement, Publisher shall
                     provide the date when it expects the rights to terminate.

              1.12.  "PUBLISHER" shall have the meaning given that term in the
                     first paragraph written above.

              1.13.  "REPORT" shall have the meaning given that term in Section
                     4.2 below.

              1.14.  "RETAIL LIST PRICE" means Publisher's suggested retail
                     price for the applicable Electronic Edition at the time of
                     sale of the applicable Electronic Edition, less only sales
                     or use tax applicable to the Electronic Edition and charged
                     to end users, discounts (provided that Licensee may only
                     deduct discounts up to 15% of the Suggested Retail Price),
                     credits for returns of the Electronic Editions, and actual
                     credit card, debit card and other online payment system
                     transaction fees (e.g., Trivnet).

              1.15.  "TERM" shall have the meaning given that term in Section
                     8.1 below.

              1.16.  "TERRITORY" means worldwide, except for the United Kingdom
                     and Australia and except for Product-specific limitations
                     required because of limitations on Publisher's rights to



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                     such specific Products. Such Product-specific limitations
                     shall be noted on Schedule A or on any amendment to such
                     Schedule.

              1.17.  "TRADEMARKS" means the trademarks, trade names, and logos
                     listed on Schedule B hereto, which Schedule may be changed
                     from time to time by Publisher upon reasonable prior
                     written notice to License.

       2.     LICENSE.

              2.1.   LICENSE GRANT.

                     2.1.1. Subject to the terms and conditions of this
                     Agreement, Publisher hereby grants Licensee, and Licensee
                     hereby accepts, a non-exclusive and non-transferable
                     license to distribute Electronic Editions during the Term
                     directly to end users who are located in the Territory. The
                     license granted herein is a license to distribute
                     Electronic Editions solely from Licensee's Website and
                     solely for the non-commercial use of end users. Further,
                     the End User License Agreement shall be posted at all times
                     on the Website and shall be included with Licensee's
                     proprietary viewer used by End Users to access the
                     Electronic Editions. The license granted herein shall
                     entitle Licensee to convert the Products to Licensee's
                     Proprietary Format and to copy and distribute the
                     Electronic Editions in such format; provided that Licensee
                     shall not change the content of the Products except as
                     necessary to convert the Products into Licensee's
                     Proprietary Format or to correct errors, and provided
                     further, that each such copy shall contain the copyright
                     legends and notations that are included on the copies
                     delivered hereunder to Licensee. Custom Compilations shall
                     include such copyright legends and notations as shall be
                     reasonably required by Publisher. Licensee shall promptly
                     correct any errors or disapproved modifications to the
                     Electronic Editions which Publisher brings to Licensee's
                     attention. Licensee agrees that the costs of such
                     conversion shall be at Licensee's sole cost and expense and
                     that Publisher shall retain all copyrights in the
                     Electronic Editions; provided, however, Publisher agrees
                     that it will not own any interest in the file format, any
                     software code, or other proprietary material of Licensee
                     used to convert the Products to Licensee's Proprietary
                     Format or included in the Electronic Editions.

                     2.1.2. Notwithstanding Publisher's ownership of the
                     copyrights in and to the Electronic Editions, Licensee may
                     retain archival copies of each Electronic Edition; provided
                     however, that, following termination of this Agreement for
                     any reason, Licensee shall limit the number of archival
                     copies to a reasonable number per Electronic Edition; and
                     provided, further, that Licensee shall not transfer or
                     assign its rights in such archival copies and Licensee
                     shall have no right to distribute such archival copies,
                     other than pursuant to Section 12.5.

                     2.1.3. The license granted herein shall include the right
                     of Licensee to digitally perform the Electronic Editions
                     solely on and from the Website and from the downloaded
                     Electronic Edition preview files, but only in connection
                     with marketing the Electronic Editions to potential
                     end-users and not otherwise for commercial purposes.
                     Licensee's current digital distribution method makes use of
                     the Solero(R) Viewer. This Agreement grants Licensee all
                     necessary rights to use, distribute and license the
                     Electronic Editions for use with the Solero Viewer,
                     including the song preview, display, print (one licensed
                     copy and one extra copy if the end user encounters printer
                     problems) and playback features of the Solero Viewer.
                     Licensee shall have the right to provide preview samples of
                     the Electronic Editions free of charge through download or
                     audio streaming.



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                     2.1.4. The license granted herein does not give Licensee
                     any right or authority, without Publisher's prior approval:
                     (1) to modify, change or alter any Product or Electronic
                     Edition, including any artwork, coverwork or narratives
                     packaged or included with a Product or Electronic Edition,
                     except as necessary to convert the Product to Licensee's
                     Proprietary Format, to correct errors, or minor changes to
                     cover designs in connection with promotion of the
                     Electronic Editions; (2) to remove or add to any artwork,
                     coverwork, or narratives packaged or included with a
                     Product; (3) to create any derivative work; (4) except with
                     respect to Custom Compilations, to combine Products into
                     any grouping, compilation, arrangement, or anthology of
                     Electronic Editions other than those as produced and
                     delivered to Licensee or (5) post any Electronic Edition on
                     the Website or any other website where the Electronic
                     Editions may be used free of charge, except for excerpts to
                     the Electronic Editions for demonstration purposes which
                     excerpts have been approved in the reasonable discretion of
                     Publisher.

                     2.1.5. Licensee shall have the right to permit third
                     parties, other than as described on Schedule D or otherwise
                     reasonably objected to by Publisher, ("Associates") to
                     link to the Licensee Web Site in order to refer potential
                     customers to Licensee. Licensee shall have the right to
                     contract with Associates and pay such Associates a referral
                     fee as provided in Section 4.1. Licensee agrees that in all
                     cases, Licensee shall maintain control over the Electronic
                     Edition files and all Copy Protection Routines, as
                     hereafter defined.

              2.2.   RESERVATION OF RIGHTS. All rights not expressly granted by
              Publisher to Licensee in this Agreement are hereby reserved by
              Publisher. Without limiting the generality of the foregoing,
              Publisher reserves the right to distribute Products directly
              and/or to grant a license or right to distribute Products to a
              third party in potential or actual competition with Licensee.
              Similarly, Licensee shall have the right to distribute products
              which are in potential or actual competition with Publisher.

              2.3.   RESTRICTIONS. Except as expressly provided in this
              Agreement, Licensee shall not license, transfer, sell, publish, or
              otherwise make available the Products or the Electronic Editions
              to others. Licensee shall not: (a) distribute an Electronic
              Edition to, or for the use of, any individual or entity in
              violation of any export control laws of the United States; (b)
              except as required to convert the Products into Licensee's
              Proprietary Format and except for minor changes to cover designs
              in connection with promotion of the Electronic Editions, remove or
              add to any artwork, coverwork, or narratives packaged or included
              with a Product or Electronic Edition; or (c) remove any copyright
              or proprietary rights legend from any Product or Electronic
              Edition.


              2.4.   TITLE TO PRODUCT AND ELECTRONIC EDITIONS. All right, title,
              and interest in the copyrights in each Electronic Edition and in
              each Product provided by Publisher hereunder shall remain vested
              with Publisher and/or its applicable suppliers. Nothing in this
              Agreement shall give Publisher greater rights than it might have
              under the copyright laws. For example, this Agreement shall not
              give Publisher ownership rights in content to the extent the
              content is in the public domain.


              2.5.   LICENSEE'S USE. Nothing contained in this Agreement grants
              Licensee a right or license to use a Product or Electronic Edition
              except as expressly set forth in Section 2.1.

              2.6.   TRADEMARK LICENSE. Publisher hereby grants Licensee a
              nonexclusive, nontransferable license to use the Trademarks during
              the Term of this Agreement solely in connection with distribution
              of the Electronic Editions by Licensee pursuant to this Agreement.
              In connection



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         with such use, Licensee may use the Trademarks for normal advertising
         and promotion of the Electronic Editions and display the Trademarks on
         the Website, subject, however, to (a) written directions from Publisher
         which withdraws or modifies such authorization, and (b) the further
         provisions of this Agreement (including, without limitation, Section
         9.3 below). All use of the Trademarks in any marketing or promotion
         (including, without limitation, advertising or display on the Website)
         shall contain such notices as may be specified by Publisher from
         time-to-time, and Licensee shall submit to Publisher for Publisher's
         approval or disapproval, prior to use, distribution or disclosure, any
         advertising, promotion, publicity, or webpages in which the Trademarks
         are used; provided however, that Licensee shall be entitled to make
         changes to its webpages as long as the Trademarks continue to be used
         in a manner that was previously approved by Publisher. Licensee agrees
         not to use any of Publisher's trade names or trademarks except as
         expressly provided in this Agreement. Licensee shall not have the right
         to sublicense the Trademarks except that Associates (as defined in
         Section 2.1.5.) shall have the right to use the Trademarks solely in
         connection with the activities described in Section 2.1.5., in
         accordance with the terms of this Section, and subject to Publisher's
         right in its sole discretion to reject, terminate, or prohibit such by
         any specific Associate. Publisher shall have the right at reasonable
         times to review Licensee's and any Associate's use of the Trademarks to
         determine that all use complies with the provisions of this Agreement.

3.       LICENSEE'S OBLIGATIONS.

         3.1      GENERAL. Licensee shall promote and distribute the Electronic
         Editions on the terms and conditions contained herein, and shall
         conduct its business in a manner which will reflect favorably on
         Publisher and the Electronic Editions, avoid any deceptive, misleading
         or unethical practices or advertising which is, or could be deemed,
         detrimental to Publisher, the Electronic Editions, or the public, and
         comply in all respects with applicable federal, state, and local laws.

         3.2      LICENSEE'S COST.  Licensee shall be solely responsible for all
                  expenses it incurs in the promotion and distribution of the
                  Electronic Editions.

         3.3      CONTINUING OBLIGATIONS. Licensee shall:

                  3.3.1    (a) promote the distribution of the Electronic
                           Editions, and (b) develop and maintain the reputation
                           and goodwill of Publisher and the Electronic Editions
                           with Licensee's customers:

                  3.3.2    Support Licensee's customers in respect of the
                           Electronic Editions by providing technical assistance
                           to such customers in the use of Licensee's
                           Proprietary Format at the same level which Licensee
                           provides for its own products, but in no event less
                           than reasonable assistance; and

         3.4      COPY PREVENTION MECHANISMS. Licensee represents and warrants
                  that the software which produces Licensee's Proprietary Format
                  contains software security mechanisms or routines ("Copy
                  Protection Routines") which were designed to limit
                  unauthorized duplication of Products when converted into
                  Licensee's Proprietary Format. Licensee represents and
                  warrants that each copy of an Electronic Edition will be
                  delivered to end users using the Copy Protection Routines.
                  Licensee agrees to monitor the state of the art during the
                  Term of this Agreement and upon learning that such Copy
                  Protection Routines are no longer effective, to use reasonable
                  efforts to either correct or upgrade the existing Copy
                  Protection Routines or to create new software code or another

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         mechanisms designed to reasonably prevent unauthorized duplication of
         the Electronic Editions. Licensee shall notify Publisher immediately of
         any such material failure of the security mechanisms and Publisher
         shall have the right to require Licensee to suspend all distribution of
         Electronic Editions until Publisher is reasonably satisfied that such
         mechanisms have been repaired or replaced. Suspension of distribution
         of Electronic Editions shall be Publisher's sole remedy for such
         material failure unless such failure is caused by the gross negligence
         of Licensee or the intentional wrongful behavior of Licensee. Publisher
         acknowledges that each Electronic Editions will be encrypted with a
         unique key and that isolated incidents of decryption of individual
         Electronic Editions, without a compromise of the overall encryption
         scheme, will not be deemed a material failure of the security
         mechanism.

4.       FEES AND TAXES.

         4.1      FEES. Licensee shall pay to Publisher a fee equal to sixty
                  percent (60%) of the applicable Retail List Price for each
                  copy of an Electronic Edition distributed by Licensee where
                  the sale results directly from a direct referral link from the
                  Electronic Edition on Publisher's website to the order
                  fulfillment section of Licensee's Website. Licensee shall pay
                  to Publisher a fee equal to fifty percent (50%) of the Retail
                  List Price from sales originating from Licensee's web site or
                  referral links from Associate's Program web sites. Licensee
                  shall be entitled to distribute copies of Electronic Editions
                  at no charge in connection with the promotion of its business
                  or the Electronic Editions. Provided that Publisher has
                  consented to the number of such copies to be so distributed
                  prior to their distribution, no fee shall be due hereunder
                  with respect to such copies. Publisher agrees that such
                  consent shall not be unreasonably withheld, delayed or
                  conditioned.

         4.2      REPORTS AND PAYMENT. Licensee shall provide Publisher with
                  access to online, realtime reports of Electronic Editions
                  sales transactions. Such reports shall be provided as
                  estimates only and shall not be relied upon in place of formal
                  quarterly royalty reports. Commencing on the forty-fifth
                  (45th) day after the end of the first calendar quarter
                  following the Effective Date, and on or before the forty-fifth
                  (45th) day after the end of each calendar quarter thereafter,
                  Licensee shall provide Publisher a report (each a "Report")
                  which lists the number of Electronic Editions distributed
                  during the preceding calendar quarter and the amount of the
                  Gross Receipts therefor. Each Report shall be accompanied by
                  full payment of all fees due Publisher pursuant to Section 4.1
                  in respect of the calendar quarter to which such Report
                  relates. A late charge equal to the lesser of (a) 18% or (b)
                  the maximum rate allowed by applicable law may be added to
                  past due amounts, other than amounts that are subject to a
                  good-faith dispute. Upon reasonable notice and during normal
                  business hours, Publisher shall have the right to cause an
                  independent CPA to audit the books and records of Licensee
                  with respect to sales of Electronic Editions, but not more
                  than one (1) time during any calendar year unless the previous
                  audit disclosed an underpayment of more than 10% of the amount
                  actually owed, in which case may audit two (2) times during
                  any calendar year. In addition, if any audit discloses an
                  underpayment of more than 10% of the amount actually owed,
                  Licensee shall reimburse Publisher for Publisher's reasonable
                  costs for such audit.

         4.3      TAXES

                  4.3.1    IMPOSED ON LICENSEE. The fees enumerated in Section
                  4.1 above are exclusive of any federal, national, state,
                  municipal or other governmental tax or any fee, license, or

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                  other charge which has the effect of a sale, use or similar
                  tax (collectively, a "Tax") imposed, directly or indirectly,
                  on the transfer of a copy of the Electronic Edition from
                  Publisher to Licensee. Such Taxes shall be paid by Licensee
                  or, in lieu thereof, Licensee shall provide a valid exemption
                  certificate to Publisher and the appropriate taxing
                  authorities.

                  4.3.2    IMPOSED ON PUBLISHER. Although Taxes are not included
                  in the determination of the fees enumerated in Section 4.1
                  above, such fees shall be paid without reduction of any Tax
                  imposed. In furtherance of the foregoing:

                           4.3.2.1  If any Tax is required by law or regulation
                           to be collected with respect to the distribution of
                           the Electronic Edition to the end user, Licensee
                           shall (a) timely collect such Tax from the end user,
                           (b) timely pay the amount so collected to the
                           applicable national or municipal governmental
                           authority, and (c) if the purchase of the Electronic
                           Edition from Producer is not exempt from such tax,
                           pay to Publisher, at the same time the underlying fee
                           is paid, such additional amounts as might be
                           necessary in order that every net payment after the
                           deduction or withholding of such Tax will be the
                           gross amount of fees that would otherwise be payable
                           hereunder without such withholding or deduction; and

5.       PUBLISHER'S OBLIGATIONS.

         5.1.     DELIVERY. Within 20 days after the Effective Date, Publisher
         shall (a) deliver to Licensee the Products the sheet music in printed
         form (or digital form if available) and the audio recordings on audio
         CDs pursuant to this Agreement, and (b) copies of the Trademarks.

         5.2.     ROYALTIES. Publisher acknowledges that it might be subject to
         copyright and other laws, and/or is a party to various agreements with
         composers, authors, performance rights societies, and mechanical and
         other licensing agencies, pursuant to which it might owe a fee or
         royalty because of the distribution of an Electronic Edition by
         Licensee and the uses by end-users' contemplated under this Agreement
         (a "Composer's Royalty"). Publisher shall be responsible for the
         payment of, and shall promptly pay all Composer's Royalties.

         5.3.     ADVERTISING. Publisher may, from time to time during the Term,
         and subject to the terms of this Agreement, include Licensee's name,
         trade names, trademarks, and internet address as part of Publisher's
         advertising and promotion of Electronic Editions, either alone or in
         conjunction with others (including, without limitation the names,
         trademarks, of other distributors of Electronic Editions). Such
         advertising and promotion may include, without limitation, print,
         radio, and/or television advertising. Licensee shall have the right at
         reasonable times to review Publisher's use of the Licensee trademarks
         to determine that all use complies with Licensee's quality control and
         standard trademark use guidelines.

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6.       PUBLISHER'S WARRANTIES AND INDEMNIFICATION.

         6.1.     The Products are being distributed to Licensee "AS IS".
         ACCORDINGLY, PUBLISHER AND ITS SUPPLIERS HEREBY DISCLAIM ALL
         WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS, WHETHER EXPRESS,
         IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND) ALL
         IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS
         FOR A PARTICULAR PURPOSE (WHETHER OR NOT PUBLISHER AND/OR ITS SUPPLIERS
         KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT
         AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE WITH RESPECT TO (I) THE
         PRODUCT, OR ANY PART OR ELEMENT THEREOF, AND (II) ANY AND ALL SERVICES
         PROVIDED HEREUNDER. PUBLISHER AND ITS SUPPLIERS HEREBY DISCLAIM ALL
         WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE.

         6.2.     Licensee is not authorized to modify any representations
         and/or warranties contained in the End User License Agreement with
         respect to a Product or Electronic Edition or to make any additional
         representations and/or warranties with respect to a Product or
         Electronic Edition without Publisher's prior written approval.

         6.3      INDEMNIFICATION. Subject to the terms and conditions of this
         Agreement, Publisher agrees to indemnify, defend and hold Licensee
         harmless from and against any and all claims, injuries, losses, and
         expenses including, without limitation, reasonable attorney's fees,
         which Licensee might incur and which might arise out of the breach of
         this Agreement by Publisher. Specifically, Publisher agrees to
         indemnify, defend and hold Licensee harmless from and against any and
         all claims, injuries, losses, and expenses including, without
         limitation, reasonable attorney's fees, arising from infringement
         claims associated with the Products licensed to Licensee, and
         Publisher's failure to obtain all necessary licenses and pay all
         necessary fees associated with the rights granted to Licensee under
         this Agreement.

7.       DAMAGES AND LIMITATION OF LIABILITY.

         7.1.     CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO THE WILLFUL
         VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER
         PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
         ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF THE
         APPLICABLE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

         7.2.     RISK ALLOCATION. The provisions of this Section 7 and of
         Section 6 above represent a reasonable allocation of the risks under
         this Agreement. Publisher's willingness to grant the license herein
         granted reflects this allocation of risk.

8.       TERM AND TERMINATION.

         8.1.     TERM. The initial term ("Initial Term") of this Agreement
         shall commence on the Effective Date and shall terminate on December
         31, 2004 unless earlier terminated as hereafter provided. The term of
         this Agreement shall renew automatically for successive one (1) year
         terms (each a "Renewal Term") unless this Agreement is terminated at
         the end of the Initial Term or the then effective Renewal Terms upon at
         least 120 days prior written notice.

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       8.2.   TERMINATION BY PUBLISHER. Publisher may terminate this Agreement
              immediately, in addition to exercising any other rights and
              remedies provided at law or in equity, upon the happening of one
              or more of the following events (herein called "Events of
              Default"):

              8.2.1  If Licensee breaches any provision of this Agreement and
                     fails to cure such breach within fifteen (15) days (or
                     commences in good faith to cure such breach within fifteen
                     (15) days if the cure cannot be reasonably effected within
                     that time period) after Publisher gives Licensee written
                     notice thereof; or

              8.2.2  If (a) Licensee voluntarily files a petition for relief
                     under the Bankruptcy Code of 1978, as amended, 11 U.S.C.
                     101 et. seq., as hereafter amended from time-to-time (the
                     "Bankruptcy Code"), (b) an order for relief under the
                     Bankruptcy Code is entered against Licensee following the
                     filing of an involuntary petition for relief under the
                     Bankruptcy Code against Licensee, (c) an involuntary
                     petition for relief under the Bankruptcy Code is filed
                     against Licensee and the proceeding initiated by such
                     filing is not terminated within 30 days after the day on
                     which such involuntary petition is filed, (d) Licensee
                     makes an assignment for the benefit of its creditors, (e) a
                     receiver is appointed for Licensee or any of its assets, or
                     (f) any assets of Licensee are attached or foreclosed.

9.     TERMINATION PROCEDURES.

       9.1.   DUTIES UPON TERMINATION. Upon termination of this Agreement for
       any reason, Licensee shall promptly: (a) return to Publisher the original
       copies of the Products and Trademarks which Publisher originally provided
       to Licensee; (b) remove all Trademarks from the Website and any other
       Product-specific advertising materials then used by Licensee; (c) remove
       all references to any of the Products or Electronic Editions on any page
       of the Website, except for references to the Products and Trademarks
       which resellers are permitted to make under the law; and (d) cease
       offering distribution of the Electronic Editions.

       9.2.   EFFECT OF TERMINATION. Termination of this Agreement shall not
       limit either party from pursuing any other remedies available to it,
       including injunctive relief, nor shall such termination relieve Licensee
       of its obligation to pay all fees properly due that accrued prior to such
       termination.

       9.3.   TRADEMARKS AND TRADE NAMES. If this Agreement is terminated,
       except as provided in Section 9.1(c) above, Licensee shall immediately
       discontinue all advertising and publicity that refers to, references or
       uses Publisher's trade name or Trademarks, and Licensee shall immediately
       remove from Licensee's Website all signs and materials that refer to,
       reference or use the Publisher trade name or trademarks, and the
       Electronic Editions. Licensee acknowledges that breaching these
       obligations could cause irreparable harm to Publisher, and that monetary
       damages would be inadequate to compensate Publisher for Licensee failing
       to comply with these post-termination obligations.

10.    LICENSEE'S REPRESENTATIONS AND INDEMNIFICATION.

       10.1.  AUTHORITY. Licensee represents and warrants that (a) it has the
       right to enter into this Agreement without the consent of any third
       party, and (b) Publisher's use of Licensee's name, trademarks and/or
       Licensee's Website address in accordance with Section 5.2 above (or any
       other provision of this Agreement) shall not infringe (or otherwise
       violate) the rights of any third party.


                                      -10-
<PAGE>   11




       10.2.  INDEMNIFICATION. Licensee agrees to indemnify and hold Publisher
harmless from and against any and all claims, injuries, losses, and expenses
including, without limitation, attorney's fees, arising out of (a) the breach of
this Agreement by Licensee, (b) any misrepresentation by Licensee in connection
with Publisher and/or an Electronic Edition, and/or (c) any other wrongful
conduct of Licensee (including, without limitation, its agents and employees).

11.    CONFIDENTIAL INFORMATION. If either party desires that documents and
       other information provided to the other party under and in furtherance of
       this Agreement be held in confidence, the disclosing party agrees to
       identify such information as "Confidential" or "Proprietary"
       (collectively, "Confidential Information"). ". Licensee agrees forever
       not to (a) disclose Confidential Information, or (b) use Confidential
       Information, in each instance other than for purposes expressly provided
       for in this Agreement.

12.    GENERAL.

       12.1.  INDEPENDENT CONTRACTOR. Licensee shall carry out its duties and
       obligations under this Agreement as an independent contractor and not as
       a joint venturer with Publisher or an agent of Publisher, and Licensee's
       performance shall not be subject to supervision or control by Publisher,
       but shall be subject solely to the terms of this Agreement. In
       furtherance of the foregoing but without limiting the generality thereof,
       Licensee shall not make any agreements, representations and/or warranties
       on behalf of Publisher.

       12.2.  GOVERNING LAW. This Agreement shall be in all respects governed
       by, and construed in accordance with the laws of the State of New York
       without regard to the conflict of law provisions thereof.

       12.3.  ENTIRE AGREEMENT. Except for written agreements which are
       expressly referenced herein, this Agreement supersedes and cancels all
       prior and contemporaneous agreements, written or oral, between the
       parties hereto with respect to the subject matter hereof and constitutes
       the entire understanding between the parties with respect to the subject
       matter hereof.

       12.4.  FORCE MAJEURE. Subject to the further provisions of this Section
       12.4, any delays or failures by either party hereto in the performance of
       the obligations hereunder shall be excused if and to the extent such
       delays or failures are caused by occurrences beyond such party's control,
       including, without limitation, acts of God, strikes or other labor
       disturbances, war, whether declared or not, sabotage, and/or any other
       cause or causes, whether similar or dissimilar to those herein specified,
       which cannot reasonably be controlled by such party. The period of
       excused performance pursuant to the foregoing shall be (and only shall
       be) the actual period during which such an occurrence continues.
       Accordingly, neither party hereto shall have the right to terminate this
       Agreement for cause on account of a failure of the other party timely to
       perform its obligations hereunder during the period of such excused
       performance pursuant to the foregoing. Notwithstanding the foregoing,
       delays or failures by Licensee in the payment of money shall not be
       excused for any reason.

       12.5.  ASSIGNMENT. This Agreement may not be assigned, transferred,
       pledged or hypothecated by Licensee, whether voluntarily, involuntarily,
       by operation of law or otherwise, and Licensee may not subcontract to
       another any of the obligations of Licensee under this Agreement, in each
       instance without the prior written consent of Publisher, given in its
       reasonable discretion. Licensee acknowledges that withholding of consent
       because the assignee is a competitor of Publisher shall be deemed
       reasonable.



                                      -11-
<PAGE>   12

       12.6.  SEVERABILITY. In the event any one or more of the provisions
       contained in this Agreement or any application thereof finally shall be
       declared by a court of competent jurisdiction to be invalid, illegal or
       unenforceable in any respect, the validity, legality or enforceability of
       the remaining provisions of this Agreement or any application thereof
       shall not in any way be affected or impaired, except that, in such an
       event, this Agreement shall be amended in such respects as are necessary
       to provide the party adversely affected by such declaration with the
       benefit of its expectation, such expectation being evidenced by the
       provision(s) affected by such declaration, to the maximum extent legally
       permitted. The parties hereto shall negotiate the terms of such amendment
       in good faith but, in the event they do not reach an agreement in that
       regard for any reason, the court in which the aforesaid declaration is
       made shall have the right to effectuate such amendment or, if that is not
       possible, provide the party adversely affected by such declaration with
       another appropriate remedy.


       12.7.  MODIFICATIONS AND AMENDMENTS. This Agreement may not be modified
       or amended except by an instrument in writing signed by the parties
       hereto. Accordingly, no course of conduct shall constitute an amendment
       or modification of this Agreement.


       12.8.  SECTION HEADINGS. Headings of articles and sections in this
       Agreement are for the convenience of the parties only. Accordingly, they
       shall not constitute a part of this Agreement when interpreting or
       enforcing this Agreement.

       12.9.  BREACH AND WAIVER. No waiver of any breach of this Agreement shall
       (a) be effective unless it is in a writing which is executed by the party
       charged with the waiver, or (b) constitute a waiver of a subsequent
       breach, whether or not of the same nature. All waivers shall be strictly
       construed. No delay in enforcing any right or remedy as a result of a
       breach of this Agreement shall constitute a waiver thereof.

       12.10. SURVIVAL OF TERMS. All of Publisher's and Licensee's respective
       obligations, representations and warranties under this Agreement which
       are not, by the expressed terms of this Agreement, fully to be performed
       while this Agreement is in effect shall survive the termination of this
       Agreement for any reason.

       12.11. BINDING AGREEMENT. Subject to the provisions of Section 12.5
       above, this Agreement shall be binding upon and shall inure to the
       benefit of the parties hereto and their respective legal representatives,
       successors and permitted assigns. Specifically, the rights and
       obligations set forth in this Agreement shall continue with respect to
       the Electronic Editions notwithstanding any sale, assignment, licensing
       or other transfer of rights in the Products by Publisher.

       12.12. DEFINED TERMS AND USE OF TERMS. All defined terms used in this
       Agreement shall be deemed to refer to the masculine, feminine, neuter,
       singular and/or plural, in each instance as the context and/or particular
       facts might require. Use of the terms "hereunder", "herein", "hereby",
       and similar terms refer to this Agreement.

       12.13. RECITALS. The recitals to this Agreement are hereby incorporated
       herein as an integral part hereof.

       12.14. CUMULATIVE REMEDIES. Except as otherwise provided herein, no right
       or remedy conferred by this Agreement is exclusive of any other right or
       remedy conferred herein or by law or in equity; rather, all of such
       rights and remedies are cumulative of every other such right or remedy
       and may be exercised concurrently or separately from time-to-time.



                                      -12-
<PAGE>   13


       12.15. NOTICES. Except as otherwise specifically enumerated in this
       Agreement, (a) all notices required by this Agreement shall be in
       writing, (b) notices from Licensee to Publisher shall be delivered or
       mailed to Mel Bay Publications, Inc. at #4 Industrial Drive, Pacific,
       Missouri 63069, Attn: William Bay, and (c) notices from Publisher to
       Licensee shall be delivered or mailed to Licensee at the address set
       forth on the first page of this Agreement. Any notice to be given
       hereunder shall be deemed given and received if delivered personally,
       when received, or if mailed, three (3) days after being mailed certified
       mail, postage prepaid.

       12.16. NO BATTLE OF FORMS. Each order of Licensee's shall be deemed to
       incorporate this Agreement by reference. No terms in any such order that
       vary from the terms of this Agreement shall be of any force and effect,
       whether or not Publisher signs such order or otherwise indicates its
       acceptance, unless Publisher expressly refers to the specific variances
       in question as constituting a modification of this Agreement.

       IN WITNESS WHEREOF, the parties hereto have duly executed and have
caused this Agreement duly to be executed and delivered as of the Effective
Date.

LICENSEE                                    PUBLISHER

Sunhawk.com Corporation                     Mel Bay Publications, Inc.


Signature: /s/ MARLIN J. ELLER              Signature: /s/ WILLIAM A. BAY
          ----------------------                      -------------------------

Name:  Marlin J. Eller                      Name:
     ---------------------------                 ------------------------------
Title:     CEO                              Title:
      --------------------------                  -----------------------------



                                      -13-
<PAGE>   14
                                   SCHEDULE A

                                    PRODUCTS


<PAGE>   15


                                   SCHEDULE B

                                   TRADEMARKS

YOU CAN TEACH YOURSELF(R) (INCLUDING STYLIZED VERSION)

[MEL BAY LOGO]


<PAGE>   16






                                   SCHEDULE C

END USER LICENSE AGREEMENT




                                       -2-


<PAGE>   17






                                   Schedule C
                           End User License Agreement

SUNHAWK.COM CORPORATION

SOLERO(R) VIEWER LICENSE AGREEMENT -- VERSION 6/16/99

NOTICE TO USER:

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE PROCEEDING. THIS IS THE MOST CURRENT
VERSION OF SOLERO(R) VIEWER LICENSE AND REPLACES ANY EARLIER VERSION OF THE
LICENSE WHICH APPEARED WHEN YOU INSTALLED YOUR VIEWER.

THIS AGREEMENT LICENSES THE SOLERO VIEWER SOFTWARE TO YOU AND CONTAINS WARRANTY
AND LIABILITY DISCLAIMERS. THIS AGREEMENT ALSO GOVERNS ANY MUSIC OR OTHER
CONTENT WHICH SUNHAWK.COM MAKES AVAILABLE FOR USE WITH THE SOLERO VIEWER. BY
CLICKING THE "DOWNLOAD" BUTTON, OR BY TAKING ANY OTHER ACTION TO DOWNLOAD
CONTENT, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT AND
CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE. PROCEEDING TO DOWNLOAD CONTENT SHALL
BE DEEMED ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO DO
SO, DO NOT CLICK "DOWNLOAD" AND DO NOT TAKE ANY OTHER ACTION TO DOWNLOAD
CONTENT.

"Software" means the Solero(R) Viewer and related explanatory written materials
as well as any upgrades, modified versions or updates of the Software provided
to you by Sunhawk.com Corporation ("Sunhawk.com").

"Content" means (i) any music, text, graphics or other content in Solero(R),
Sunhawk(R) Audio, MIDI or any other digital form which is directly or indirectly
obtained from Sunhawk.com, (ii) any music, text, graphics or other content in
Solero, Sunhawk Audio, MIDI or any other digital form which may be generated by
the Software from Content, and (iii) any upgrades, modified versions or updates
of the Content.

"Printed Content Copy" means the paper copy that you are permitted to make when
you use the print function of the Solero Viewer to create a print copy from the
Content--for example, a paper copy of sheet music you have downloaded from the
Sunhawk.com site.

1. GRANT OF LICENSE TO THE SOLERO VIEWER; LICENSE RESTRICTIONS.

Upon your acceptance of this Agreement, Sunhawk.com grants to you (the end-user)
a nonexclusive, non-transferable, revocable license to use the Software only as
follows:

1.1 You may install and use the Software on a single computer only, and make
backup copies of the Software for use only on that same computer.

1.2 You may not sell, transfer, distribute, rent, modify, create derivative
works, lease, or


<PAGE>   18




sublicense the Software, or any rights to use the Software, to any other person
or entity.

1.3 You may not use, or transfer or copy the Software for use, on another
computer, network, or computer system that can be remotely accessed.

1.4 The Software may only be used to view, play and print encrypted Solero and
Sunhawk Audio files which have been produced by, or under written license from,
Sunhawk.com.

2. CONTENT LICENSE TERMS; LICENSE RESTRICTIONS

Upon your acceptance of this Agreement and your payment to Sunhawk.com of
applicable license fees, Sunhawk.com grants to you (the end-user) a
nonexclusive, non-transferable, revocable license to use the Content (for which
you have paid applicable license fees) only as follows:

2.1 You may install and use the Content on a single computer only, and make
backup copies of the Content for use only on that same computer.


2.2 Unless expressly stated otherwise in writing by Sunhawk.com when you obtain
or use the specific Content (i) you are licensed to print only one (1) Printed
Content Copy (e.g., one (1) copy of a sheet music title you have downloaded),
and (ii) you may not make additional Printed Content Copies or duplicate the
Printed Content Copy.


2.3 The Content and Printed Content Copy are for your personal, non-commercial
use only. Public Performance, public display, or synchronization with video tape
or film is expressly prohibited. Except for the stated limited use, you may not
duplicate, adapt, arrange and/or transmit Content or the Printed Content Copy in
any way. Specifically, you may not include the Content or Printed Content Copy
in any other publication or product, on any Web site, or on any computer
network. You agree to comply with all other terms, conditions and restrictions
concerning the Software, Content and Printed Content Copy which may appear on
the Sunhawk.com web site, Content or Printed Content Copy.

2.4 You may not sell, transfer, distribute, rent, modify, create derivative
works, lease, or sublicense the Content, or any rights to use the Content, to
any other person or entity.

2.5 You may not use, or transfer or copy the Content or Printed Content Copy for
use, on another computer, network, or computer system that can be remotely
accessed.

2.6 You may not convert the Content from the Solero or Sunhawk Audio format into
another digital file format, or use the Content in the Solero Editor or in any
third party software.

2.7 Unless expressly stated otherwise in writing by Sunhawk.com when you obtain
or use the specific Content, Content may be used with the Solero Viewer only.


3. Intellectual Property.. The Software, Content, Solero and Sunhawk Audio files
and file formats, and all related intellectual property rights (including
images, video, audio, music and text incorporated into the Software and Content)
are owned by Sunhawk.com or its Content providers and are protected by United
States Copyright Law, state trade secret laws, International Treaty provisions
and other applicable laws. The Software, Solero and



                                      -2-
<PAGE>   19

         Sunhawk Audio files and formats, and their structure, organization and
         code are the valuable trade secrets of Sunhawk.com. You may not
         modify, adapt, translate, disable or circumvent any feature in the
         Software or Solero and Sunhawk Audio files and formats for the
         protection of intellectual property rights, reverse engineer,
         decompile, disassemble or otherwise attempt to discover the source
         code of the Software, Solero and Sunhawk Audio files and formats, or
         install or use them in a manner contrary to this Agreement. You may
         use trademarks appearing on or associated with the Software only to
         identify printed output produced by the Software, in accordance with
         accepted trademark practice, including identification of the trademark
         owner's name. Such use of any trademark does not give you any rights of
         ownership in that trademark. This is a license of certain limited
         rights and is not a sale. Except as stated above, this Agreement does
         not grant you any intellectual property rights in the Software,
         Content, Solero and Sunhawk Audio files and formats, or Printed
         Content Copy. All rights not specifically granted in this Agreement,
         including Federal and International Copyrights, are reserved.

         4. U.S. Government Restricted Rights. The Software and Content are
         provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by
         the United States Government is subject to restrictions as set forth
         in subparagraph (c)(l)(ii) of "The Rights in Technical Data and
         Computer Software" clause at DFARS 252.227-7013 or subparagraphs
         (c)(1) and (2) of the "Commercial Computer Software -- Restricted
         Rights" clause at 48 CFR 52.227-19, as applicable. Manufacturer is
         Sunhawk.com Corporation, 223 Taylor Avenue N., Seattle, WA 98109.

         5. Equitable Remedies. You agree that any breach of Section 1, 2 or 3
         of this Agreement shall cause irreparable harm to Sunhawk.com and its
         suppliers which shall be entitled to receive equitable relief for such
         breach. You will at your expense defend and indemnify Sunhawk.com
         against all liabilities, damages, claims, fines and expenses
         (including reasonable attorney's fees) arising out of your breach of
         this Agreement.

         6. Credit Card and Password Security. Since you may be liable for the
         unauthorized use of your credit card, you should familiarize yourself
         the terms and conditions imposed by the credit card issuer for
         notification requirements and limitations on Customer's liability for
         loss, theft or unauthorized use. SUNHAWK.COM DISCLAIMS ANY LIABILITY
         FOR ANY USE OF YOUR CREDIT CARD, INCLUDING ANY LOSS, THEFT OR
         UNAUTHORIZED USE THEREOF. If you join the Music Lover's Club you will
         receive a confidential password. It is essential to keep your password
         confidential. You agree to keep your password confidential, and any
         failure of Customer to do so shall be deemed a material breach of this
         Agreement. You will at your expense defend and indemnify Sunhawk.com
         against all liabilities, damages, claims, fines and expenses
         (including reasonable attorneys' fees) arising out of your breach of
         this provision.

         7. No Product Support. PRODUCT SUPPORT FOR THE SOFTWARE IS NOT
         PROVIDED.

         8. No Warranty. The Software and Content is being delivered to you AS
         IS and Sunhawk.com and its suppliers make no warranty as to its use or
         performance. SUNHAWK.COM AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT
         THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR
         CONTENT. SUNHAWK.COM AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR
         IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE,
         MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU BEAR THE
         ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND

                                      -3-



<PAGE>   20



         CONTENT. SHOULD THE SOFTWARE OR CONTENT PROVE DEFECTIVE IN ANY
         RESPECT, YOU AND NOT SUNHAWK.COM OR ITS SUPPLIERS ASSUME THE ENTIRE
         COST OF ANY SERVICE OR REPAIR.

         9. Limitation of Liability. IN NO EVENT WILL SUNHAWK.COM OR ITS
         SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
         CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS, EVEN IF A
         SUNHAWK.COM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
         DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY
         CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY. SUNHAWK.COM AND ITS
         SUPPLIER'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE
         LICENSE FEES (INCLUDING ANY "MUSIC LOVER'S CLUB" MEMBERSHIP FEES)
         WHICH YOU PAID TO SUNHAWK.COM FOR THE SOFTWARE AND CONTENT. Some
         States do not allow the exclusion or limitation of incidental or
         consequential damages, or the exclusion of implied warranties or
         limitations on how long an implied warranty lasts, so the above
         limitations or exclusions may not apply to you. The limited warranty,
         exclusive remedies and limited liability set forth above are
         fundamental elements of the basis of the bargain between Sunhawk.com
         and you. You agree that Sunhawk.com would not be able to provide the
         Software and Content on an economic basis without such limitations.

         10. Governing Law; Export. This Agreement will be governed by the laws
         of the United States and the State of Washington, excluding the
         application of its conflicts of law rules. You consent to the personal
         and exclusive jurisdiction and venue of the state and federal courts
         located in Seattle, Washington. This Agreement will not be governed by
         the United Nations Convention on Contracts for the International Sale
         of Goods, the application of which is expressly excluded. You agree
         that the Software will not be shipped, transferred or exported into
         any country or used in any manner prohibited by the United States
         Export Administration Act or any other export laws, restrictions or
         regulations.

         11. General Provisions. You represent and warrant that any name,
         address, credit card or other information you may provide to
         Sunhawk.com will be your true name, address, credit card or other
         information. Any modification of this Agreement must be in writing
         from Sunhawk.com. If any part of this Agreement is found void or
         unenforceable, it will not affect the validity of the rest of the
         Agreement, which shall remain valid and enforceable according to its
         terms. The controlling language of this Agreement is English. If you
         have received a translation in another language, it has been provided
         for your convenience only. This Agreement constitutes the entire
         agreement between the parties with respect to its subject matter, and
         supersedes any and all written or oral agreements previously existing
         between the parties with respect to such subject matter. This
         Agreement will bind and inure to the benefit of each party's
         successors and assigns, provided that you may not assign this
         Agreement, in whole or in part, without Sunhawk.com's prior written
         consent. No failure of either party to exercise or enforce any of its
         rights under this Agreement will act as a waiver of such rights.

         12. Changes to Terms. SUNHAWK.COM RESERVES THE RIGHT TO CHANGE THIS
         AGREEMENT AT ANY TIME BY POSTING CHANGES ONLINE. IF THIS AGREEMENT IS
         REVISED, THE CHANGES WILL BE POSTED THROUGH THE "LICENSE AGREEMENT"
         LINK ON THE "DOWNLOAD" PAGE OF SUNHAWK.COM'S WEB SITE. A MORE RECENT
         DATE AT THE TOP OF THE POSTED AGREEMENT THAN THE DATE AT THE TOP OF
         THIS AGREEMENT WILL LET YOU KNOW THAT A CHANGED AGREEMENT HAS BEEN
         POSTED. YOUR NON-TERMINATION OR CONTINUED USE OF THE SOFTWARE AFTER
         CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS

                                      -4-




<PAGE>   21





         AGREEMENT AS MODIFIED BY THE POSTED CHANGES.

         13. Termination. This Agreement and the rights and licenses granted to
         you under this Agreement shall automatically terminate upon failure by
         you to comply with its terms. Within five (5) days after termination,
         you will return or destroy all copies of the Software and Content in
         your possession. Upon request, you will certify to Sunhawk.com that
         all copies of the Software and Content have been returned to
         Sunhawk.com or destroyed. The exercise by Sunhawk.com of any remedies
         under this Agreement will be without prejudice to its other remedies
         under this Agreement or otherwise. The rights and obligations of the
         parties under Sections 1 through 13 will survive the expiration or
         termination of this Agreement.

         Copyright (c) 1995-99 Sunhawk.com Corporation. All rights reserved.
         SOLERO and SUNHAWK are trademarks of Sunhawk.com Corporation.

                                      -5-



<PAGE>   22


                                   Schedule D
                          Associates Program Criteria

           A Web site will be deemed inappropriate for the Sunhawk.com
           Associate's Program if the Web site does any of the following:

           1. Promotes discrimination based on race, sex, religion,
           nationality, disability, sexual orientation or age.

           2. Promotes sexually explicit materials.

           3. Promotes violence

           4. Promotes unlawful activities

           5. Violates intellectual property rights

                                      -6-