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                                                                   Exhibit 10.6


                                WARRANT AGREEMENT


        This WARRANT AGREEMENT has been made and entered into as of February 18,
2000, by and between SUNHAWK.COM CORPORATION, a Washington corporation (the
"Company"), and __________________________ (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 __________ shares of common stock,
$.0001 par value per share, of the Company (the "Common Stock"); and

        WHEREAS, the Warrants to be issued pursuant to this Agreement were
issued on February 15, 2000 by the Company to the Holder, or its designees, in
consideration for certain services provided to the Company by the Holder.

        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 February 15, 2000, until 5:30 P.M., Pacific Standard time, on February
14, 2005 (the "Expiration Date"), up to an aggregate of ___________ shares of
Common Stock (the "Shares" or "Warrant Securities") (subject to adjustment as
provided in Section 8 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. 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.



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        3. Exercise of Warrant.

           3.1 Method of Exercise. The Warrants are exercisable at the Exercise
Price payable by certified or official bank check in New York Clearing House
funds. Upon surrender of a Warrant Certificate with a duly executed Election to
Purchase (in the form of Annex A to the Warrant Certificate), together with
payment at the Company's principal offices (presently located at 223 Taylor
Avenue North, Suite 200, Seattle, Washington 98109) of the aggregate Exercise
Price of the Warrants being exercised, Holder shall be entitled to receive a
certificate or certificates for the shares of Common Stock so purchased. The
purchase rights represented by each Warrant Certificate are exercisable at the
option of the Holder thereof, in whole or in part (but not as to fractional
shares of the Common Stock underlying the Warrants). In the case of the purchase
of less than all the shares of Common Stock purchasable under any Warrant
Certificate, the Company shall cancel said Warrant Certificate upon the
surrender thereof and shall execute and deliver a new Warrant Certificate of
like tenor for the balance of the Warrants exercisable thereunder.

           3.2 Exercise by Surrender of Warrants. In addition to the method of
payment set forth in Section 3.1 and in lieu of any cash payment required
thereunder, the Holder shall have the right, at any time, and from time to time,
to exercise the Warrants in full or in part by surrendering Warrant Certificates
representing a certain number of additional Warrants as payment of the aggregate
Exercise Price for the shares of Common Stock being acquired upon exercise of
the Warrants. The Warrants are exercisable pursuant to this Section 3.2 by
surrender of the Warrant Certificate with a duly executed Election to Purchase
(in the form of Annex B to the Warrant Certificate) and surrender of a certain
number of Warrants in addition to those being exercised. The number of
additional Warrants to be surrendered in payment of the aggregate Exercise Price
for the Warrants being exercised shall be determined by multiplying the number
of Warrants to be exercised by the Exercise Price, and then dividing the product
thereof by an amount equal to the Market Price (as defined below). Solely for
the purposes of this Section 3.2, Market Price shall be calculated either (i) on
the date which the Election to Purchase (in the form of Annex B to the Warrant
Certificate) is deemed to have been sent to the Company pursuant to Section 13
hereof ("Notice Date") or (ii) as the average of the Market Prices for each of
the five trading days preceding the Notice Date, whichever of (i) or (ii) is
greater.

           3.3 Definition of Market Price. As used herein, the phrase "Market
Price" at any date shall be deemed to be the last reported sale price, or, in
case no such reported sale takes place on such day, the average of the last
reported bid prices for the last three trading days, in either case as
officially reported by the Nasdaq SmallCap Market or the principal securities
exchange on which the Common Stock is listed or admitted to trading or by the
Nasdaq National Market (collectively, "NASDAQ"), or, if the Common Stock is not
quoted by the Nasdaq SmallCap Market listed or admitted to trading on any
national securities exchange or quoted by NASDAQ, the average closing bid price
as furnished by the NASD or similar organization, or if the Common Stock is not
quoted on the Nasdaq SmallCap Market, as determined in good faith by resolution
of the Board of Directors of the Company, based on the best information
available to it.



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        4. 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 5 and 7 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.

        5. Restriction on Transfer of Warrants. The Warrants may not 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.

        6. Exercise Price.

           6.1 Initial and Adjusted Exercise Price. The initial exercise price
of each Warrant shall be $_12.00_ per share of Common Stock. The adjusted
exercise price shall be the price which shall result from time to time from any
and all adjustments of the initial exercise price in accordance with the
provisions of Section 8 hereof.

           6.2 Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, as the case may be.

        7. Registration Rights.

           7.1 Piggyback Registration. If, at any time commencing after February
15, 2000 and expiring five years thereafter, the Company proposes to register
any of its securities under the Securities Act of 1933, as amended (the
"Securities Act") (other than pursuant to a Form S-4, Form S-8 or any other
successor form of limited purpose), it will give written notice by registered
mail at least 30 days prior to the filing of each such registration statement,
to the Warrants and Warrant Securities Holder of its intention to do so. If the
Warrants and Warrant



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Securities Holder notifies the Company within 20 business days after receipt of
any such notice of its or their desire to include any of their respective
Warrant Securities in such proposed registration statement, the Company shall
afford such Holders of Warrants and Warrant Securities the opportunity to have
any such Warrant Securities registered under such registration statement,
provided, however, that if the managing Holder advises the Company in writing
that the inclusion of all Warrant Securities that Holders have proposed be
included in such registration statement would interfere with the successful
marketing of the securities proposed to be registered by the Company, then the
securities to be included in such registration statement shall be included in
the following order:

               (a) first, the securities proposed to be included in such
registration by the Company or, if such registration is for securities of
specified security holders of the Company, by such holders;

               (b) second, the Warrant Securities held by the Holders requested
to be included in such registration; and

               (c) third, all other holders of Common Stock entitled to be
included in such registration statement (pro rata among the holders requesting
such registration based upon the number of shares of Common Stock requested by
each such holder to be registered).

           Notwithstanding the provisions of this Section 7.1, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 7.1 (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.

           7.2 Covenants of the Company with Respect to Registration. In
connection with any registration under Section 7.1 hereof, the Company covenants
and agrees as follows:

               (a) In connection with the Company's intention to file a
registration statement, the Company shall use its best efforts to have any
registration statement declared effective at the earliest possible time and
shall furnish each Holder desiring to sell Warrant Securities such number of
prospectuses as shall reasonably be requested

               (b) The Company shall pay all costs, fees and expenses in
connection with all registration statements filed pursuant to Sections 7.1
hereof (excluding fees and expenses of the Holder's and Holders' counsel and
accountants and any underwriting or selling commissions) including, without
limitation, the Company's legal and accounting fees, printing expenses, blue sky
fees and expenses.

               (c) The Company will take all necessary action which may be
required in qualifying or registering the Warrant Securities included in a
registration statement for offering and sale under the securities or blue sky
laws of such states as reasonably are requested by the Holder(s), provided,
that, the Company shall not be obligated to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any action which
would subject it to general service of process or to taxation in any
jurisdiction where it is not then so subject.



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               (d) The Company shall furnish without charge to each Holder of
Warrant Securities, promptly after filing thereof with the Commission, at least
one copy of the registration statement filed pursuant to Section 7.1 (a
"Registration Statement") and each amendment thereto or each amendment or
supplement to the prospectus included therein (the "Prospectus") including all
financial statements and schedules, documents incorporated by reference therein
and if the Holder so requests in writing, all exhibits thereto.

               (e) The Company shall take such action as may be reasonably
necessary so that (i) the Registration Statement and any amendment thereto and
any Prospectus forming a part thereof and any supplement or amendment thereto
complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) the Registration Statement and any amendment
thereto (in either case, other than with respect to written information
furnished to the Company by or on behalf of any Holder specifically for
inclusion therein) does not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
any statement therein not misleading and (iii) the Prospectus and any supplement
thereto (in either case, other than with respect to such information from
Holders), does not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.

               (f) The Company shall promptly advise the Holders of Warrant
Securities registered under the Registration Statement (which advice pursuant to
clauses (ii) - (iv) shall be accompanied by an instruction to suspend the use of
the Prospectus until the requisite changes have been made) and, if requested by
such persons, shall confirm such advice in writing:

                        (i) when the Registration Statement and any amendment
                thereto has been filed with the Commission and when the
                Registration Statement or any post-effective amendment thereto
                has become effective;

                        (ii) of any request by the Commission for amendments to
                the Registration Statement or amendments or supplements to the
                Prospectus or for additional information relating thereto;

                        (iii) of the issuance by the Commission of any stop
                order suspending the effectiveness of the Registration Statement
                or of the suspension by any state securities commission of the
                qualification of the Warrant Securities for offering or sale in
                any jurisdiction, or the initiation of any proceeding for any of
                the preceding purposes; and

                        (iv) of the happening of any event that requires the
                making of any changes in the Prospectus so that, as of such
                date, the Prospectus does not contain an untrue statement of a
                material fact and does not omit to state a material fact
                required to be stated therein or necessary to make the
                statements therein, in light of the circumstances under which
                they were made, not misleading.



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               (g) If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Warrant
Securities under state securities or Blue Sky laws, the Company shall use its
reasonable best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time.

               (h) The Company shall, during the period the Company is obligated
to maintain the effectiveness of a Registration Statement under Section 7.2
hereof, deliver to each Holder of Warrant Securities included under the
Registration Statement, without charge, such reasonable number of copies of the
Prospectus (including each preliminary prospectus) included in the Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request to facilitate the public sale or other disposition of the Warrant
Securities by the selling Holder.

               (i) The Company shall cooperate with the Holders and the
Holder(s), if any, to facilitate the timely preparation and delivery of
certificates representing Warrant Securities to be sold under the Registration
Statement, free of any restrictive legends and in such denominations and
registered in such names as the Holders or the Holder(s), if any, may reasonably
request in connection with the sales of Warrant Securities pursuant to the
Registration Statement.

               (j) Upon the occurrence of any event contemplated by Section
7.2(f)(ii) - (iv) hereof or any request by the Commission for any amendments to
the Registration Statement or for additional information relating thereto or the
happening of any event that requires the making of any changes in the
Registration Statement, the Company shall file (and use its reasonable best
efforts to have declared effective as soon as possible) a post-effective
amendment to the Registration Statement or an amendment or supplement to the
Prospectus or file any other required document so that, as thereafter delivered
to the purchasers of Warrant Securities registered under the Registration
Statement, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
in light of the circumstances under which they were made not misleading. Each
Holder of Warrant Securities registered under the Registration Statement agrees
by acquisition of such Warrant Securities that, upon receipt of any notice from
the Company of the existence of any fact of the kind described in Section
7.2(f)(ii) - (iv) hereof, such Holder will forthwith discontinue disposition of
Warrant Securities pursuant to the Registration Statement until such Holder
receives copies of the supplemented or amended Prospectus contemplated by this
Section 7.2(j), or until such Holder is advised in writing by the Company that
the use of the Prospectus may be resumed, and such Holder has received copies of
any additional or supplemental filings which are incorporated by reference in
the Prospectus. If so directed by the Company, each Holder will deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
then in such Holder's possession, of the Prospectus covering such Warrant
Securities current at the time of receipt of such notice.

               (k) Nothing contained in this Agreement shall be construed as
requiring the Holders to exercise their Warrants prior to the initial filing of
any registration statement or the effectiveness thereof.



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               (l) The Company shall furnish to each Holder participating in the
offering and to each Holder, if any, a signed counterpart, addressed to such
Holder or Holder, of (i) an opinion of counsel to the Company, dated the
effective date of such Registration Statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under the underwriting agreement), and (ii) if and to the extent
permitted by Statement of Auditing Standards No. 72, a "cold comfort" letter
dated the effective date of such Registration Statement (and, if such
registration includes an underwritten public offering, a letter dated the date
of the closing under the underwriting agreement) signed by the independent
public accountants who have issued a report on the Company's financial
statements included in such Registration Statement, in each case covering
substantially the same matters with respect to such Registration Statement (and
the prospectus included therein) and, in the case of such accountants' letter,
with respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to Holders in underwritten public offerings of securities.

               (m) The Company shall as soon as practicable after the effective
date of the Registration Statement, and in any event within 15 months
thereafter, make "generally available to its security holders" (within the
meaning of Rule 158 of the General Rules and Regulations under the Securities
Act) an earnings statement (which need not be audited) complying with Section
11(a) of the Securities Act and covering a period of at least 12 consecutive
months beginning after the effective date of the Registration Statement.

               (n) The Company shall deliver promptly to each Holder
participating in the offering upon request, and to the managing Holders, if any,
copies of all correspondence between the Commission and the Company, its counsel
or accountants and all memoranda relating to discussions with the Commission or
its staff with respect to the Registration Statement and shall permit each
Holder and such Holders to do such investigation, upon reasonable advance
notice, with respect to information contained in or omitted from the
Registration Statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the NASD. Such investigation shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent accountants, all to
such reasonable extent and at such reasonable times and as often as any Holder
or Holder shall reasonably request.

               (o) In addition to Warrant Securities, upon the written request
therefor by any Holders, the Company shall include in the Registration Statement
any other securities of the Company held by such Holders as of the date of
filing of such Registration Statement, including, without limitation, restricted
shares of Common Stock, options, warrants or securities convertible into shares
of Common Stock and shall not be requested by the Company to provide
indemnification except as provided in Section 7.2(q) hereof.

               (p) For purposes of this Agreement, wherever a specified percent
of Holders is required to take action, such percentage shall be calculated: (i)
assuming the immediate exercise of all of the outstanding Warrants for Common
Stock and (ii) excluding the shares of Common Stock then issued or issuable
pursuant to Warrants that (x) are held by the Company, an affiliate or officer
thereof or any of their respective affiliates, members of their family or
persons acting as their nominees or in conjunction therewith or (y) have been
resold to



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the public pursuant to a Registration Statement filed with the Commission under
the Securities Act.

               (q) Indemnification and Contribution.

                   (1) The Company agrees to indemnify and hold harmless each
Holder (for purposes of this Section 7.2(q), "Holder" shall include the
officers, directors, partners, employees and agents, and each person, if any,
who controls any Holder ("controlling person") within the meaning of Section 15
of the Securities Act or Section 20(a) of the Exchange Act, from and against any
and all losses, claims, damages, expenses or liabilities, joint or several (and
actions, proceedings, suits and litigation in respect thereof), whatsoever, as
the same are incurred, to which such Holder or any such controlling person may
become subject, under the Securities Act, the Exchange Act or any other statute
or at common law or otherwise insofar as such losses, claims, damages, expenses
or liabilities arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, or
any preliminary Prospectus or Prospectus (as from time to time amended and
supplemented) or arise out of or are based upon the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein (with respect to any preliminary Prospectus or
Prospectus, in the light of the circumstances under which they were made), not
misleading; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, expense or liability
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, or any
preliminary Prospectus or Prospectus or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Holder specifically for inclusion therein and
provided, further, that the Company shall not be liable to any such Holder under
the indemnity agreement in this subsection (1): (i) with respect to any
preliminary Prospectus or Prospectus (if such Prospectus has then been amended
or supplemented) to the extent that any such loss, liability, claim, damage or
expense of such Holder arises out of a sale of Warrant Securities by such Holder
to a person to whom (a) there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (or of the Prospectus as
then amended or supplemented) if the Company has previously furnished copies
thereof to such Holder a reasonable time in advance or (b) prior to written
confirmation of such sale, such Holder received notice from the Company pursuant
to Section 7.2(j) to discontinue disposition pursuant to such Prospectus and, in
either case, the loss, liability, claim, damage or expense of such Holder
results from an untrue statement or alleged untrue statement or omission or
alleged omission of a material fact contained in the preliminary Prospectus (or
the Prospectus) which was corrected in the Prospectus (or the Prospectus as
amended or supplemented) or (ii) to the extent that any such loss, claim,
damage, expense or liability arises out of or is based upon any action or
failure to act by such Holder that is found in a final judicial determination
(or a settlement tantamount thereto) to constitute bad faith, willful misconduct
or gross negligence on the part of such Holder. The indemnity agreement in this
subsection (1) shall be in addition to any liability which the Company may have
at common law or otherwise, to the extent not inconsistent therewith.

                   (2) Each Holder agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers and each other person, if
any, who controls the Company within the meaning of the Securities Act, to the
same extent as the foregoing



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indemnity from the Company to the Holders, but only with respect to (i)
statements or omissions, if any, made in conformity with information relating to
such Holder furnished in writing by or on behalf of such Holder specifically for
use in the Registration Statement, or any preliminary Prospectus or the
Prospectus or any amendment thereof or supplement thereto, and (ii) any breach
of such Holder's representations, covenants or agreements set forth herein;
provided, however, that the obligation to indemnify will be individual to each
Holder and will be limited to the amount of net proceeds received by such Holder
from the sale of Warrant Securities pursuant to the Registration Statement.

                   (3) Promptly after receipt by an indemnified party under this
Section 7.2 (q) of notice of the commencement of any action, suit or proceeding,
such indemnified party shall, if a claim in respect thereof is to be made
against one or more indemnifying parties under this Section 7.2 (q), notify each
party against whom indemnification is to be sought in writing of the
commencement thereof (but the failure to notify an indemnifying party shall not
relieve it from any liability which it may have under Sections 7.2(q)(1) or (2)
unless and to the extent that it has been prejudiced in a material respect by
such failure or from the forfeiture of substantial rights and defenses). In case
any such action, suit or proceeding is brought against any indemnified party,
and it notifies an indemnifying party or parties of the commencement thereof,
the indemnifying party or parties will be entitled to participate therein, and
to the extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party, which may be the same counsel as counsel to the indemnifying
party. Notwithstanding the foregoing, the indemnified party or parties shall
have the right to employ its or their own counsel in any such case but the fees
and expenses of such counsel shall be at the expense of such indemnified party
or parties unless (i) the employment of such counsel shall have been authorized
in writing by the indemnifying parties in connection with the defense of such
action at the expense of the indemnifying party, (ii) the indemnifying parties
shall not have employed counsel reasonably satisfactory to such indemnified
party to take charge of the defense of such action within a reasonable time
after notice of commencement of the action or (iii) such indemnified party or
parties shall have reasonably concluded, after consultation with counsel to such
indemnified party or parties, that a conflict of interest exists which makes
representation by counsel chosen by the indemnifying party not advisable (in
which case the indemnifying parties shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties), in any of
which events such fees and expenses of one additional counsel shall be borne by
the indemnifying parties. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
Anything in this Section 7.2(q) to the contrary notwithstanding, an indemnifying
party shall not be liable for any settlement of any claim or action effected
without its written consent, which shall not be unreasonably withheld or
delayed.

                   (4) In order to provide for just and equitable contribution
in any case in which (i) an indemnified party makes claim for indemnification
pursuant to this Section 7.2 (q), but it is judicially determined (by the entry
of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right



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of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of this Section 7.2 (q)
provide for indemnification in such case, or (ii) contribution under the
Securities Act may be required, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid as a
result of such losses, claims, damages, expenses or liabilities (or actions,
suits, proceedings or litigation in respect thereof) in such proportion as is
appropriate to reflect the relative fault of each of the contributing parties,
on the one hand, and the party to be indemnified, on the other hand, in
connection with the statements or omissions that resulted in such losses,
claims, damages, expenses or liabilities, as well as any other relevant
equitable considerations. Relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by a Holder, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, expenses or liabilities (or
actions, suits, proceedings or litigation in respect thereof) referred to above
in this subsection (4) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating,
preparing or defending any such action, claim, suit, proceeding or litigation.
Notwithstanding the provisions of this subsection (4), no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Warrant Securities sold by such indemnifying party and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 12(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 7.2(q), each person, if any, who controls the Company within the
meaning of the Securities Act, each executive officer of the Company and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to this subsection (4). Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit, proceeding or litigation against such party in respect to which a
claim for contribution may be made against another party or parties under this
subsection (4), notify such party or parties from whom contribution may be
sought, but the omission so to notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any obligation it
or they may have hereunder or otherwise than under this subsection (4), or to
the extent that such party or parties were not adversely affected by such
omission. The contribution agreement set forth above shall be in addition to any
liabilities which any indemnifying party may have at common law or otherwise.

               (r) Notwithstanding the foregoing provisions of this Section 7.2,
no registration rights shall be extended pursuant to this Section 7 with respect
to any Warrant Securities (i) which have been sold pursuant to and in accordance
with an effective Registration Statement, (ii) sold in accordance with Rule 144
under the Securities Act or (iii) eligible for sale under Rule 144(k) under the
Securities Act.



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        8. Adjustments.

           8.1 Adjustments of Number of Shares. The number of shares of Common
Stock that the holder of any Warrants shall be entitled to receive upon each
exercise thereof shall be determined by multiplying:

               (a) the number of shares of Common Stock that would otherwise
(but for the provisions of this Section 8) be issuable upon such exercise, as
designated by the holder hereof pursuant to Section 4; by

               (b) a fraction of which the numerator is $12.00 and the
denominator is the Exercise Price in effect on the date of such exercise;

provided, however that no adjustment pursuant to this Section 8 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").

           8.2 Adjustment of Exercise Price.

               8.2.1 Market Value Calculations. "Additional Shares of Common
Stock" shall mean all shares (including treasury shares) of Common Stock issued
or sold (or pursuant to Sections 8.3 or 8.4, deemed to be issued) by the Company
after the Effective Date, whether or not subsequently reacquired or retired by
the Company, other than shares of Common Stock issued upon the exercise of the
Warrants. "Business Day" shall mean any day of the year which is not a Saturday,
Sunday or a day on which banks are required or authorized to close in the State
of New York. "Fair Market Value," with respect to shares of Common Stock
outstanding at any time shall be determined as follows:

                   (a) If a public market exists for the Common Stock, the Fair
Market Value of the Common Stock shall be (i) the closing price of the Common
Stock on the Business Day (as defined below) immediately prior to such issuance
on the principal national securities exchange on which the Common Stock is at
the time traded or, if none, the Nasdaq Stock Market ("Nasdaq") or (ii) if there
is not such a sale on such day or if Common Stock is not at that time traded on
the Nasdaq or on a national securities exchange, the average of the lowest
closing bid and highest closing asked prices on such day as reported by the
National Association of Securities Dealers (or any successor organization); or

                   (b) If a public market for the Common Stock does not exist,
the Fair Market Value of the Common Stock shall be determined in good faith by
the Board of Directors promptly after the issuance of any Additional Shares of
Common Stock or the occurrence of any other event or the existence of any other
circumstance as a result of which the Fair Market Value of the Common Stock
would be required for any provision of this agreement, and the Company shall
promptly deliver to each Holder a certificate of the Secretary of the Company
setting forth the amount of the Fair Market Value of the Common Stock and
certifying that the amount was determined by the Board of Directors of the
Company. If any Holder disagrees with the Fair Market Value set forth in that
certificate, such Holder may, together with any other Holders who so disagree,
engage an independent investment bank or firm of



                                       11
<PAGE>   12

independent public accountants to act as appraiser, the expense of which shall
be borne by such Holder or Holders, to determine the Fair Market Value of the
Common Stock, and such Holder shall deliver such appraisal to the Company within
30 days after the date of delivery of the certificate referenced to above.
Within five days after delivery to the Company of such appraisal, the appraiser
engaged by the Holder and a person designated by the Board (the expense of which
shall be borne by the Company) shall meet in order to resolve any questions or
differences with respect to the Fair Market Value of the Common Stock. If such
persons agree on a Fair Market Value of the Common Stock, such Fair Market Value
shall be the Fair Market Value. If no such agreement is reached, the Fair Market
Value shall be determined within ten days after such meeting by an appraiser who
shall be selected by the appraiser engaged by the Holder and the person
designated by the Board (or, if they do not agree on an appraiser within ten
days, another independent investment bank or firm of independent public
accountants to act as appraiser selected by the American Arbitration
Association), the expense of which shall be shared equally by such Holder or
Holders, on the one hand, and the Company, on the other hand, and the
determination of that third appraiser shall be conclusive and binding on both
the Company and the Holder. In determining the Fair Market Value of any share of
Common Stock, all Warrants shall be treated as if they had been exercised for
the number of shares of Common Stock issuable upon their exercise, and the Fair
Market Value of any Warrants shall be equal to the Fair Market Value of the
Shares of Common Stock issuable upon the exercise of such Warrants less the
exercise price of such Warrants.

           8.3 Treatment of Stock Dividends, Stock Splits, etc. In case the
Company at any time or from time to time after the Effective Date shall fix a
record date for the determination of holders of any class of securities entitled
to receive any dividend or other distribution on any class of stock of the
Company payable in Common Stock, or shall otherwise effect any subdivision of
the outstanding shares of Common Stock into a greater number of shares of Common
Stock, then, and in each such case, Additional Shares of Common Stock shall be
deemed to be issued (a) in the case of any such dividend or other distribution,
immediately after the close of business on such record date, or (b) in the case
of any such subdivision, at the close of business on the day immediately prior
to the day upon which such corporate action shall have become effective.

           8.4 Computation of Consideration. For the purposes of this Section 8:

               (a) The consideration for any Additional Shares of Common Stock
actually issued or sold or for the issue, sale, grant or assumption of any
Options or Convertible Securities, irrespective of the accounting treatment of
such consideration, shall

                (i) insofar as it consists of cash, be computed as the amount of
        cash actually received by the Company, after deducting any expenses paid
        or incurred by the Company, or any commissions or compensation paid or
        concessions or discounts allowed by the Company to Holders, dealers or
        others performing similar services in connection with any such issue or
        sale;

                (ii) insofar as it consists of consideration (including
        securities as defined in the Securities Act) other than cash, be
        computed as the market value thereof at the time of any such issue,
        sale, grant or assumption as determined in



                                       12
<PAGE>   13

        good faith by the Board of Directors of the Company (which determination
        shall be evidenced in a certificate delivered promptly to each Holder
        and which determination shall be subject to the procedures for
        disagreement as provided in item (b) of the definition of "Fair Market
        Value" in Section 8.2.1), after deducting any expenses paid or incurred
        by the Company, or any commissions or compensation paid or concessions
        or discounts allowed by the Company to Holders, dealers or others
        performing similar services in connection with any such issue or sale;
        and

                (iii) insofar as Additional Shares of Common Stock are issued or
        sold, Options or Convertible Securities are issued, sold, granted or
        assumed together with other stock or securities or other assets of the
        Company for a consideration that covers both, be the proportion of such
        consideration (computed as provided in clauses (i) and (ii) above)
        allocable to such Additional Shares of Common Stock or Convertible
        Securities as determined in good faith by the Board of Directors of the
        Company (which determination shall be evidenced in a certificate
        delivered promptly to each Holder and which determination shall be
        subject to the procedures for disagreement as provided in item (b) of
        the definition of "Fair Market Value" in Section 8.2.1).

               (b) The following shall be deemed to be issued without
consideration: (i) all Additional Shares of Common Stock, Options or Convertible
Securities issued in payment of any dividend or other distribution on any class
of stock of the Company; and (ii) all Additional Shares of Common Stock issued
to effect a subdivision of the outstanding shares of Common Stock into a greater
number of shares of Common Stock otherwise than by payment of a dividend in
Common Stock. Additional Shares of Common Stock, Options or Convertible
Securities issued to directors, management, employees and related parties shall
be deemed to be issued (i) without consideration if not issued for cash or
property and (ii) for less than either the Exercise Price or the Fair Market
Value to the extent that any cash or the fair value of property, as determined
in good faith by the Board of Directors, received for such securities is less
than either the Exercise Price or the Fair Market Value of such securities.

           8.5 Adjustments for Combinations, etc. In case the outstanding shares
of Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Exercise Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
increased proportionately.

           8.6 Merger or Consolidation. In the event of (i) any reclassification
(including, without limitation, a reclassification effected by means of an
exchange or tender offer by the Company or any Subsidiary) or change of
outstanding Common Stock (other than a change relating to par value, or as a
result of a subdivision or combination), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive securities or other assets
(including



                                       13
<PAGE>   14

cash) with respect to or in exchange for Common Stock or (iii) any sale or
conveyance of the assets of the Company as, or substantially as, an entirety to
any other corporation as a result of which holders of Common Stock shall be
entitled to receive securities or other assets (including cash) with respect to
or in exchange for Common Stock, then the Company or the successor or purchasing
corporation, as the case may be, shall execute and deliver to the Holder upon
surrender of the Warrant Certificate held by such Holder a supplemental warrant
agreement providing that the holder of each Warrant then outstanding or to be
outstanding shall have the right thereafter (until the expiration of such
Warrant) to receive, upon full exercise of such Warrant, the kind and amount of
shares of stock and/or other securities and/or property receivable upon such
consolidation or merger, by a holder of the number of shares of Common Stock for
which such Warrant might have been exercised immediately prior to such
reclassification, change, consolidation, merger, combination, sale or
conveyance. Such supplemental warrant agreement shall provide for adjustments
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 8. The above provision of this subsection shall similarly
apply to successive events of the type described in this Section 8.6.

           8.7 Dilution in Case of Other Securities. In case any Other
Securities (as defined below) shall be issued or sold, or shall become subject
to issue or sale upon the conversion or exchange of any Common Stock or Other
Securities of the Company (or any issuer of Other Securities or any other person
referred to in Section 8.), or shall become subject to subscription, purchase or
other acquisition pursuant to any Options issued, sold, granted or assumed by
the Company (or any such other issuer or person) for a consideration that
dilutes, in accordance with the standards established in the other provisions of
this Section 8 or otherwise, the purchase rights granted by the Warrants, then,
and in each such case, the computations, adjustments and readjustments provided
for in this Section 8 with respect to the Exercise Price shall be made and
applied as nearly as possible in the manner so provided, to determine the amount
of Other Securities that the Holder of such Warrants shall be entitled to
receive upon the exercise of such Warrants, in order to protect such Holder
against such dilution of purchase rights. "Other Securities" shall mean any
stock (other than Common Stock) of the Company or of any other person that the
Holders of the Warrants at any time shall be entitled to receive, or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to Common
Stock, or that at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
this Section 8 or otherwise.

           8.8 Minimum Adjustment of Exercise Price. If the amount of any
adjustment of the Exercise Price required pursuant to this Section 8 would be
less than $0.01, such amount shall be carried forward, and adjustment with
respect thereto shall be made at the time of and together with any subsequent
adjustment that, together with such amount and any other amount or amounts so
carried forward, shall aggregate at least $0.01.

           8.9 Certificate of Adjustment. After each adjustment of the Exercise
Price or the amount of Warrant Securities purchasable upon exercise of Warrants
pursuant to this Section 8, the Company will promptly prepare a certificate
signed by the Chairman, President, Treasurer or Secretary of the Company setting
forth: (i) the Exercise Price, as so adjusted; (ii) the amount of Warrant
Securities purchasable upon exercise of each Warrant after such adjustment; and
(iii) a brief statement of the facts accounting for such adjustment. The Company
will promptly file such certificate with its records and cause a brief summary
thereof to be sent by ordinary first class mail to each Holder at such Holder's
last address as it shall appear on the registry books of the Company.



                                       14
<PAGE>   15

           8.10 Validity of Warrant Certificate. Notwithstanding any adjustments
or changes in the Exercise Price or the amount of Warrant Securities purchasable
upon exercise of Warrants, Warrant Certificates theretofore and thereafter
issued shall continue to express the Exercise Price per share and the amount of
Warrant Securities purchasable thereunder as of the date such Warrant
Certificates were originally issued; provided, the Holders shall be entitled to
exercise Warrants represented by such Warrant Certificates after giving effect
to each such adjustment and change, and such Warrant Certificate shall be deemed
to incorporate each such adjustment and change as if new Warrant Certificates
reflecting each such adjustment and change had been issued to the Holders.

           8.11 No Dilution or Impairment. The Company shall not, by amendment
of its certificate of incorporation or bylaws or through any consolidation,
merger, reorganization, transfer of assets, dissolution, issue, sale, grant or
assumption of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this agreement or the
Warrants, but will at all times, whether or not requested to do so, in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Holders of the Warrants against dilution or other impairment. Without limiting
the generality of the foregoing, the Company take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Shares upon the exercise of all Warrants from time
to time outstanding.

        9. 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 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.

        10. 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.

        11. 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,



                                       15
<PAGE>   16

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.

        12. 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:

           (a) the Company shall set a record date for the purpose of entitling
holders of shares of Common Stock to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company;

           (b) the Company shall offer to all the holders of shares of Common
Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor; or

           (c) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety shall be
proposed;

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 12.

        13. 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:

            (a) If to a Holder, to the address of such Holder as shown on the
books of the Company; or



                                       16
<PAGE>   17

            (b) If to the Company, to the address set forth in Section 3 hereof
or to such other address as the Company may designate by notice to the Holders.

        14. 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.

        15. 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.

        16. Termination. This Agreement shall terminate at the close of business
on February 14, 2005. Notwithstanding the foregoing, the indemnification
provisions of Section 7 shall survive such termination until the close of
business on February 14, 2010.

        17. 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 13 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.

        17. 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 14 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.



                                       17
<PAGE>   18

        18. 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.

        19. 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.

        20. 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.

        21. 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:
                                           ------------------------------------
                                           Name:  Marlin Eller
                                           Title: Chief Executive Officer

Attest:




------------------------------------
Name:
Title:



                                        [HOLDER]



                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:



                                       18
<PAGE>   19

                                    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, FEBRUARY 14, 2005



No. W-                                                                 Warrants


                               WARRANT CERTIFICATE


        This Warrant Certificate certifies that _________, or registered
assigns, is the registered holder of _______ Warrants to purchase initially, at
any time from February 15, 2000 until 5:30 p.m. Pacific Standard time on
February 14, 2005 (the "Expiration Date"), up to __________ 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 $12.00 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 February 15, 2000 by and between the Company and __________ (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 8.4 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



                                       19
<PAGE>   20

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.

        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 February 15,2000


                                        SUNHAWK.COM CORPORATION



[SEAL]                                  By:
                                           ------------------------------------
                                           Name:
                                           Title:


Attest:



------------------------------------
Name:
Title:


<PAGE>   21

                                     ANNEX A
                             TO WARRANT CERTIFICATE


              FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1



        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 3 of the Warrant
Agreement dated as of February 15, 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)



<PAGE>   22

                                     ANNEX B
                             TO WARRANT CERTIFICATE


              FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2



        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 3.2 of the Warrant
Agreement dated as of February 15, 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)


<PAGE>   23

                                     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 _____________________________________________________________
                            (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)