Exhibit 10.9

WARRANT AGREEMENT

This WARRANT AGREEMENT (the "Warrant Agreement") has been made and entered into as of October   , 2000, by and between SUNHAWK.COM
CORPORATION, a Washington corporation (the "Company"), and CHELSEA VENTURES LLC, a            Limited Liability Company (the "Holder").

W I T N E S S E T H:

WHEREAS, the Company proposes to issue to the Holder warrants (the"Warrants") to purchase up to an aggregate of nine thousand, twenty-three (9,023) shares of
common stock, no par value per share, of the Company (the "Common Stock"); and

WHEREAS,
the Warrants to be issued pursuant to this Agreement were issued on October   , 2000 by the Company to the Holder, or its designees, in connection with
the consummation of a Share Exchange Agreement dated August 1, 2000, as amended, (the "Share Exchange") between the Company and Copyright Control Services, Inc. a Delaware Corporation..

NOW,
THEREFORE, in consideration of the premises hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

1.Grant.The Holder is hereby granted the right to purchase, at any time from
October   , 2000, until 5:30 P.M., Pacific Standard time, on October   , 2005 (the "Expiration Date"), up to an aggregate of nine thousand,
twenty-three (9,023) shares of Common Stock (the "Shares" or "Warrant Securities") (subject to vesting as provided in Section 2 and subject to adjustment as provided in Section 9 hereof)
at the initial Exercise Price (as hereinafter defined) (subject to the terms and conditions of this
Agreement). Except as set forth herein, the Shares issuable upon exercise of the Warrants will be in all respects identical to the shares of Common Stock sold by the Company to the public in the
Company's initial public offering. Any Warrant that is not exercised on or prior to the Expiration Date shall be void and all rights hereunder shall cease.

2.Vesting.The Warrants shall vest in accordance with this Warrant Agreement only as set forth in this
Section 2:



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3.Warrant Certificates.The warrant certificates (the "Warrant Certificates") delivered and to be
delivered pursuant to this Agreement shall be in the form set forth in Exhibit A attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions and other
variations as required or permitted by this Agreement.

4.Exercise of Warrant.



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5.Issuance of Certificates.Upon the exercise of the Warrants, the issuance of certificates for the
total number of whole shares of Common Stock for which such Warrants were exercised shall be made promptly (and in any event within five business days thereafter) without charge to the Holder thereof
including, without limitation, any stock transfer or similar tax which may be payable with respect to the issuance thereof, and such certificates shall (subject to the provisions of Sections 6 and 8
hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof;provided, however,that the Company shall not be required
to pay any tax which may be payable with respect to any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be
required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to
the satisfaction of the Company that such tax has been paid.

The
Warrant Certificates and the certificates representing the Shares underlying the Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the
then present Chairman of the Board of Directors or President of the Company under its corporate seal reproduced thereon and by the then present Treasurer or Secretary of the Company. Warrant
Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock issuable upon
exercise of the Warrants shall be dated the date on which the Company receives the Election to Purchase, Warrant Certificate and payment of the Exercise Price.

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6.No Restriction on Transfer of Warrants.The Warrants may be sold, transferred, assigned,
hypothecated or otherwise disposed of, in whole or in part, except that the Warrants may be transferred by operation of law as a result of the death or divorce of any transferee to whom the Warrants
may have been transferred. Any assignment shall be effected by a duly executed assignment in the form of Annex C to the Warrant Certificate.

7.Exercise Price.



8.Registration Rights.



Notwithstanding
the provisions of this Section 8.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 8.1
(irrespective of whether a written request for inclusion of any such Warrant Securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same
after the filing but prior to the effective date thereof.



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9.Adjustments.



provided, howeverthat no adjustment pursuant to this Section 9 shall occur as a result of (i) shares of Common Stock issued upon the
exercise of other Warrants or (ii) shares of Common Stock issued upon the exercise of outstanding options and warrants granted prior to the date hereof and which are described in the
Registration Statement (collectively, the "Excluded Issuances").

9.2.Adjustment of Exercise Price.



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10.Exchange and Replacement of Warrant Certificates.Each Warrant Certificate is exchangeable, without
expense, upon the surrender thereof by the Holder at the principal executive office of the Company, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to
purchase the same number of Warrant Securities in such denominations as shall be designated by the Holder thereof at the time of such surrender.

Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant Certificate, and, in case of loss, theft or
destruction, of

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indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant Certificates,
if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor in lieu thereof.

11.Elimination of Fractional Interests.The Company shall not be required to issue certificates
representing fractions of shares of Common Stock upon the exercise of the Warrants to purchase Common Stock, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it
being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or
rights.

12.Reservation and Listing of Securities.The Company shall at all times reserve and keep available
out of its authorized capital stock, solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock or other securities, property or rights as shall be
issuable upon exercise thereof. The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock and other securities issued
by the Company upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any security holder of the Company. As long as
the Warrants shall be outstanding, the Company shall use its reasonable best efforts to cause the Common Stock issuable upon the exercise of the Warrants to be listed (subject to official notice of
issuance) on all securities exchanges on which the Common Stock may then be listed and/or quoted by NASDAQ if the Common Stock issued to the public is so quoted.

13.Notices to Holders.Nothing contained in this Agreement shall be construed as conferring upon the
Holders the right to receive dividends or to vote or to consent or to receive notice as a stockholder with respect to any meetings of stockholders for the election of directors or any other matter or
as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur:



then,
in any one or more of said events, the Company shall give written notice of such event to each Holder at least 15 days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such dividend, distribution or offer, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken
in connection with any of the events described in this Section 13.

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14.Notices.All notices, requests, consents and other communications hereunder shall be in writing and
shall be deemed to have been duly made and sent when delivered, or mailed by registered or certified mail, return receipt requested:



15.Supplements and Amendments.The Company and the Holders may from time to time supplement or amend
this Agreement without the approval of any Holders (other than the Holder) in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or
inconsistent with any provisions herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Holder may deem necessary or desirable and which
the Company and the Holder deem shall not adversely affect the interests of the Holders in any material respect.

16.Successors.All the covenants and provisions of this Agreement shall be binding upon and inure to
the benefit of the Company, the Holders and their respective successors and assigns hereunder.

17.Termination.This Agreement shall terminate at the close of business on
October   , 2005.

18.Governing Law; Submission to Jurisdiction.THIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED
HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE
RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS.

The
Company and the Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the
courts of the State of Washington or of the United States of America for the Western District of Washington, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company and the Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum and also hereby irrevocably waive any right or claim to trial by jury in connection
with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company and the Holder (at the option of the party bringing such action, proceeding or claim) may be
served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim.

19.Entire Agreement; Modification.This Agreement (including the Underwriting Agreement to the extent
portions thereof are referred to herein) contains the entire understanding between the parties hereto with respect to the subject matter hereof. Except as set forth in Section 15 hereof, this
Agreement may not be modified or amended except by a writing duly signed by the Company, Holders of Warrants or Warrant Securities representing a majority of the shares of Common Stock issuable or
issued hereunder and the party against whom enforcement of the modification or amendment is sought.

20.Severability.If any provision of this Agreement shall be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision of this Agreement.

21.Captions.The caption headings of the Sections of this Agreement are for convenience of reference
only, and are not intended, nor should they be construed as, a part of this Agreement and shall be given no substantive effect.

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22.Benefits of this Agreement.Nothing in this Agreement shall be construed to give to any person,
corporation or entity other than the Company and the Holder of Warrants and/or Warrant Securities any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for
the sole and exclusive benefit of the Company and the Holder of Warrants and/or Warrant Securities.

23.Counterparts.This Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original and such counterparts shall together constitute but one and the same instrument.

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

| |  | SUNHAWK.COM CORPORATION
| |  | -----------------------
| |  | By:                    
| |  |                        

|Attest: |  |  |  | 
|------- |  |  |  | 
|        |  |  |  | 
|Name:   |  |  |  | 
|        |  |  |  | 
|Title:  |  |  |  | 
|        |  |  |  | 

| |  | CHELSEA VENTURES LLC
| |  | --------------------
| |  | By:                 
| |  |                     
| |  |                     
| |  |                     

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EXHIBIT A
FORM OF WARRANT CERTIFICATE

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT
REFERRED TO HEREIN.

EXERCISABLE ON OR BEFORE
5:30 P.M., PACIFIC STANDARD TIME, October   , 2005

|No. W- |  | 9,023 Warrants
|------ |  | --------------

WARRANT CERTIFICATE

This Warrant Certificate certifies that Chelsea Ventures LLC, or registered assigns, is the registered holder of nine thousand nine hundred thirty-eight
(450,938) Warrants to purchase initially, at any time from October   , 2000 until 5:30 p.m. Pacific Standard time on October   , 2005 (the
"Expiration Date"), up to nine thousand, twenty-three (9,023) fully paid and nonassessable shares of Common Stock, no par value (the "Common Stock"), of Sunhawk.com Corporation, a Washington
corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $2.77 per share upon surrender of this Warrant Certificate and payment of
the Exercise Price, at an office or agency of the Company, but subject to the conditions set forth herein and in the Holder's Warrant Agreement dated as of October   , 2000 by
and between the Company and Chelsea Ventures, LLC (the "Warrant Agreement"). Payment of the Exercise Price, shall be made by certified or official bank check in New York Clearing House funds
payable to the order of the Company and by surrender of this Warrant Certificate.

No
Warrant may be exercised after 5:30 p.m., Pacific Standard Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall
thereafter be void.

The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Company and the
holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants.

The
Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the amount the type and/or number of the Company's securities issuable hereunder may,
subject to certain conditions, be adjusted. Subject to Section 9.4 of the Warrant Agreement, in such event, the Company will, at the request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants;provided, however,that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter or otherwise impair the rights of the holder as set forth in the Warrant Agreement.

Upon
due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer.

Upon
the exercise of less than all of the Warrants evidenced by this Warrant Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing
such number of unexercised Warrants.

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The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the
contrary.

All
terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated
as of October   , 2000

|        |  |  |  | SUNHAWK.COM CORPORATION
|------- |  |  |  | -----------------------
|        |  |  |  | By:                    
|        |  |  |  |                        
|        |  |  |  |                        
|Attest: |  |  |  |                        
|        |  |  |  |                        
|Name:   |  |  |  |                        
|Title:  |  |  |  |                        

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ANNEX A  TO WARRANT CERTIFICATE  FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 4.1

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase      shares of Common Stock
and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of in the amount of $        , all in accordance
with the terms of Section 4 of the Warrant Agreement dated as of October   , 2000 by and between Sunhawk.com Corporation and the Holder. The undersigned requests that a
certificate for such securities be registered in the name of Chelsea Ventures LLC, whose address is                        
         , and that such certificate be delivered to                         
        , whose
address is                                 .

|Dated: |  | Signature                                                                                                      |  | 
|------ |  | -------------------------------------------------------------------------------------------------------------- |  | 
|       |  |                                                                                                                |  | 
|       |  | (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate)
|       |  |                                                                                                               
|       |  | (Insert Social Security or Other Identifying Number of Holder)                                                

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ANNEX B  TO WARRANT CERTIFICATE  FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 4.2

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase      shares of Common Stock
all in accordance with the terms of Section 4.2 of the Warrant Agreement dated as of October   , 2000 by and between Sunhawk.com Corporation and the Holder. The
undersigned requests that a certificate for such securities be registered in the name of                           
      , whose address is            and that such certificate be delivered to
                                 , whose address is     
                            .

|Dated: |  | Signature                                                                                                      |  | 
|------ |  | -------------------------------------------------------------------------------------------------------------- |  | 
|       |  |                                                                                                                |  | 
|       |  | (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate)
|       |  |                                                                                                               
|       |  | (Insert Social Security or Other Identifying Number of Holder)                                                

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ANNEX C  TO WARRANT CERTIFICATE  FORM OF ASSIGNMENT

(To
be executed by the registered holder
if such holder desires to transfer the Warrant Certificate.)

FOR
VALUE RECEIVED            hereby sells, assigns and transfers unto

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Please
print name and address of transferee

the
within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint            Attorney to transfer the within Warrant
Certificate on the books of the within-named Company, with full power of substitution.

|Dated: |  | Signature                                                                                                      |  | 
|------ |  | -------------------------------------------------------------------------------------------------------------- |  | 
|       |  |                                                                                                                |  | 
|       |  | (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate)
|       |  |                                                                                                               
|       |  | (Insert Social Security or Other Identifying Number of Holder)                                                

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