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                                                                   EXHIBIT 10.10



                      PROMOTIONAL SHARES LOCK-IN AGREEMENT



I.      This Promotional Shares Lock-In Agreement ("Agreement"), which is
effective as of the 10th day of January, 2000, by and between Sunhawk.com
Corporation ("Issuer"), whose principal place of business is located at 223
Taylor Avenue North, Suite 200, Seattle, Washington 98109, and
______________________ ("Security Holder") witnesses that:

        A.     The Issuer has filed an application with the Securities
               Administrator of each of the states listed on Schedule A attached
               hereto ("Administrators") to register certain of its Equity
               Securities for sale to public investors who are residents of
               those states ("Registration");

        B.     The Security Holder is the owner of shares of common stock of
               Issuer; and

        C.     As a condition to Registration, the Issuer and Security Holder
               ("Signatories") agree to be bound by the terms of this Agreement.

II.     THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or dispose of,
whether or not for consideration, directly or indirectly, PROMOTIONAL SHARES as
defined in the North American Securities Administrators Association ("NASAA")
Statement of Policy on Corporate Securities Definitions and all certificates
representing stock dividends, stock splits, recapitalizations, and the like,
that are granted to, or received by, the Security Holder while the PROMOTIONAL
SHARES are subject to this Agreement ("Restricted Securities").

        Beginning two years from the completion date of the public offering, two
and one-half percent (2 1/2%) of the Restricted Securities may be released each
quarter pro rata among the Security Holders. All remaining Restricted Securities
shall be released from escrow on the anniversary of the fourth year from the
completion date of the public offering.

III.    THEREFORE, the Signatories agree and will cause the following:

        A.     In the event of a dissolution, liquidation, merger,
               consolidation, reorganization, sale or exchange of the Issuer's
               assets or securities (including by way of tender offer), or any
               other transaction or proceeding with a person who is not a
               Promoter, which results in the distribution of the Issuer's
               assets or securities ("Distribution"), while this Agreement
               remains in effect that:

               1.     All holders of the Issuer's EQUITY SECURITIES will
                      initially share on a pro rata, per share basis in the
                      Distribution, in proportion to the amount of cash or other
                      consideration that they paid per share for their EQUITY
                      SECURITIES (provided that the Administrator has accepted
                      the value of the other consideration), until the
                      shareholders who purchased the Issuer's EQUITY SECURITIES
                      pursuant to the public offering ("Public

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                      Shareholders") have received, or have had irrevocably set
                      aside for them, an amount that is equal to one hundred
                      percent (100%) of the public offering's price per share
                      times the number of shares of EQUITY SECURITIES that they
                      purchased pursuant to the public offering and which they
                      still hold at the time of the Distribution, adjusted for
                      stock splits, stock dividends recapitalizations and the
                      like; and

               2.     All holders of the Issuer's EQUITY SECURITIES shall
                      thereafter participate on an equal, per share basis times
                      the number of shares of EQUITY SECURITIES they hold at the
                      time of the Distribution, adjusted for stock splits, stock
                      dividends, recapitalizations and the like.

               3.     The Distribution may proceed on lesser terms and
                      conditions than the terms and conditions stated in
                      paragraphs 1 and 2 above if a majority of the EQUITY
                      SECURITIES that are not held by Security Holders,
                      officers, directors, or Promoters of the Issuer, or their
                      associates or affiliates vote, or consent by consent
                      procedure, to approve the lesser terms and conditions.

        B.     In the event of a dissolution, liquidation, merger,
               consolidation, reorganization, sale or exchange of the Issuer's
               assets or securities (including by way of tender offer), or any
               other transaction or proceeding with a person who is a Promoter,
               which results in a Distribution while this Agreement remains in
               effect, the Restricted Securities shall remain subject to the
               terms of this Agreement.

        C.     Restricted Securities may be transferred by will, the laws of
               descent and distribution, the operation of law, or by order of
               any court of competent jurisdiction and proper venue.

        D.     Restricted Securities of a deceased Security Holder may be
               hypothecated to pay the expenses of the deceased Security
               Holder's estate. The hypothecated Restricted Securities shall
               remain subject to the terms of this Agreement. Restricted
               Securities may not be pledged to secure any other debt.

        E.     Restricted Securities may be transferred as a bona fide gift or
               gifts, provided that the donee or donees thereof agree to be
               bound by the restrictions set forth herein.

        F.     With the exception of paragraph A.3 above, the Restricted
               Securities shall have the same voting rights as similar EQUITY
               SECURITIES not subject to the Agreement.

        G.     A notice shall be placed on the face of each stock certificate of
               the Restricted Securities covered by the terms of the Agreement
               stating that the transfer of the stock evidenced by the
               certificate is restricted in accordance with the conditions set
               forth on the reverse side of the certificate; and

        H.     A typed legend shall be placed on the reverse side of each stock
               certificate of the Restricted Securities representing stock
               covered by the Agreement which states



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               that the sale or transfer of the shares evidenced by the
               certificate is subject to certain restrictions consistent with an
               agreement between the Security Holder (whether beneficial or of
               record) and the Issuer, which agreement is on file with the
               Issuer and the stock transfer agent from which a copy is
               available upon request and without charge.

        I.     The term of this Agreement shall begin on the date that the
               Registration is declared effective by the Administrators
               ("Effective Date") and shall terminate:

               1.     On the anniversary of the fourth year from the completion
                      date of the public offering; or

               2.     On the date the Registration has been terminated if no
                      securities were sold pursuant thereto; or

               3.     If the Registration has been terminated, the date that
                      checks representing all of the gross proceeds that were
                      derived therefrom and addressed to the public investors
                      have been placed in the U.S. Postal Service with first
                      class postage affixed; or

               4.     On the date the securities subject to this Agreement
                      become "Covered Securities," as defined under the National
                      Securities Markets Improvement Act of 1996.

        J.     This Agreement to be modified only with the written approval of
               the Administrators.

IV.     THEREFORE, the Issuer will cause the following:

        A.     A manually signed copy of the Agreement signed by the Signatories
               to be filed with the Administrators prior to the Effective Date;

        B.     Copies of the Agreement and a statement of the per share initial
               public offering price to be provided to the Issuer's stock
               transfer agent;

        C.     Appropriate stock transfer orders to be placed with the Issuer's
               stock transfer agent against the sale or transfer of the shares
               covered by the Agreement prior to its expiration, except as may
               otherwise be provided in this Agreement;

        D.     The above stock restriction legends to be placed on the periodic
               statement sent to the registered owner if the securities subject
               to this Agreement are uncertificated securities.

        Pursuant to the requirements of this Agreement, the Signatories have
entered into this Agreement, which may be written in multiple counterparts and
each of which shall be considered an original. The Signatories have signed the
Agreement in the capacities, and on the dates, indicated.



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        IN WITNESS WHEREOF, the Signatories have executed this Agreement as of
the date first written above.



                                        SUNHAWK.COM CORPORATION



                                        By:
                                             -----------------------------------
                                             Marlin Eller
                                             President



                                             -----------------------------------
                                             Name:



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                                   SCHEDULE A


Alabama                           Kentucky                        Pennsylvania
Alaska                            Louisiana                       Rhode Island
Arizona                           Maryland                        South Carolina
Arkansas                          Massachusetts                   South Dakota
California                        Michigan                        Tennessee
Colorado                          Mississippi                     Texas
Connecticut                       Missouri                        Utah
Delaware                          Nevada                          Vermont
Florida                           New Hampshire                   Virginia
Georgia                           New Jersey                      Washington
Idaho                             New Mexico                      West Virginia
Illinois                          North Dakota                    Wisconsin
Indiana                           Ohio                            Wyoming
Iowa                              Oklahoma
Kansas                            Oregon



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