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                                                                    Exhibit 10.5



                             SUNHAWK.COM CORPORATION


Copyright Control Services, Inc.
Mr. David Powell, Managing Director
6 Hampton Hill Business Park
219-221 High Street
Hampton Hill, TW12 INP
United Kingdom


        Re: Letter of Intent

Dear David:

        This Letter of Intent dated this 14th day of April, 2000, (the
"Effective Date") will confirm the serious intent of Sunhawk.com Corporation, a
Washington corporation ("Buyer") to acquire all of the assets from, and assume
certain of the liabilities of, Copyright Control Services, Inc., a Delaware
corporation ("Seller") (the "Transaction"). Buyer and Seller may be referred to
herein individually as the "Company", and collectively as the "Companies". This
letter also confirms Seller's serious intent to sell all of its assets to Buyer.

        In connection with the consummation of the Transaction contemplated by
this Letter of Intent, Buyer shall purchase at closing all of Seller's assets,
and assume certain identified liabilities of Seller, for the following
consideration:


        1.      The Acquisition.

                1.1     Seller's shareholders shall receive Four Hundred
                        Thousand (400,000) shares of Buyer's Common Stock (the
                        "Shares). The Shares shall (i) not have registration
                        rights, (ii) be subject to certain "lock-up" provisions
                        and (iii) with respect to those Shares held by Mr. David
                        Powell and Mr. Julian Searle (collectively the
                        "Executives"), vest ratably over the three (3) year term
                        of their respective employment agreements.

                1.2     In the event the closing price of Buyer's Common Stock
                        on the NASDAQ Small Capitalization Market equals or
                        exceeds $26.00 per share at any time on or prior to the
                        closing, then Buyer may terminate this Transaction
                        without liability to Seller or any of its officers,
                        directors, shareholders, agents, or any other party
                        associated with the preparation, negotiation and
                        contemplated closing of the Transaction. Conversely, in
                        the event the closing price of Buyer's Common Stock on
                        the NASDAQ Small Capitalization Market equals or is less
                        than $6.50 per share at any time on or prior to the
                        closing, then Seller may terminate this Transaction
                        without




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                        liability to the Buyer or any of its officers,
                        directors, shareholders, agents, or any other party
                        associated with the preparation, negotiation and
                        contemplated closing of the Transaction.

                1.3     The Executives, and such other parties as the Executives
                        and Buyer mutually agree, shall receive a warrant to
                        acquire an additional six hundred thousand (600,000)
                        shares of Buyer's Common Stock (the "Warrant"). The
                        shares underlying the Warrant shall vest, two hundred
                        thousand (200,000) shares annually, over a three (3)
                        year period, twelve (12) months in arrears, subject to
                        the satisfaction of certain performance criteria, which
                        criteria shall be agreed upon by Buyer and Seller. The
                        "strike" price of each two hundred thousand (200,000)
                        share "tranche" shall be as follows:

                                   $24.00 per share - Year One
                                   $30.00 per share - Year Two
                                   $36.00 per share - Year Three

                        In the event the performance criteria is not satisfied
                        for either year one, two or three, then (i) the shares
                        underlying the Warrant for that year shall not vest,
                        (ii) the two hundred thousand (200,000) shares
                        underlying that portion of the Warrant shall revert to
                        treasury stock and any right to such shares shall be
                        forfeited by either the Executives and/or their assigns
                        and (iii) the "strike" price for the shares underlying
                        the succeeding "tranche" shall be adjusted in accordance
                        with the above.

                1.4     Buyer shall enter into a three (3) year employment
                        agreement with each of the Executives. Each employment
                        agreement will include appropriate stock option grants
                        on terms to be mutually agreed upon.

        2.      Post-closing Matters.

                Immediately after the closing of the Transaction the following
                appointments shall be made:

                David Powell shall serve as President of the Copyright Control
                Services Division of Buyer to be located in London, England and
                Julian Searle shall serve as Chief Technology Officer of the
                Copyright Control Services Division also located in London,
                England.

        3.      Conditions to Closing of Transaction.

                Buyer and Seller understand and agree that consummation of the
above-described Transaction is subject to the following:



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                3.1     The approval of the transaction by the Board of
                        Directors and Shareholders of Buyer and Seller;

                3.2     The ownership by Buyer at closing of the assets of
                        Seller, which shall be free and clear of any and all
                        liens and/or encumbrances, except as otherwise agreed to
                        between Buyer and Seller;

                3.3     The preparation, negotiation, execution and delivery of
                        an Asset Purchase Agreement satisfactory to Buyer and
                        Seller, which shall contain all representations,
                        conditions, covenants and agreements customary for a
                        transaction of this nature described herein and shall
                        provide for obtaining all requisite corporate and other
                        consents and approvals;

                3.4     The satisfactory completion of a review and
                        investigation by Buyer and Seller, their counsel and
                        agents, of the business, assets, financial condition and
                        prospects of Buyer and Seller; and

                3.5     The form of the transaction and the documentation and
                        agreements entered into in connection with the
                        transaction contemplated herein being in form and
                        substance satisfactory to Buyer and Seller (the
                        "Definitive Agreements").

        4.      Deadlines.

        If the Definitive Agreements have not been executed and delivered by
5:00 p.m. Pacific Standard time on June 1, 2000, despite the parties good faith
negotiation towards that end ("Drop Dead Negotiation Date"), then the obligation
of the parties to go forward with negotiations shall terminate unless extended
in writing by mutual agreement. In addition, the Definitive Agreements will
provide that, unless extended in writing by mutual agreement, they shall
terminate and be of no further force or effect if the Transaction is not
consummated by 5:00 p.m. Pacific Standard time on June 1, 2000 ("Drop Dead
Consummation Date").

        5.      Maintenance of Status Quo.

        Seller agrees, for a period ending with the Drop Dead Negotiation Date
(or if Definitive Agreements are executed, ending with the Drop Dead
Consummation Date) that, unless otherwise consented to in writing by Buyer, it
shall:

                5.1     carry on its business in substantially the same manner
                        as heretofore and not introduce any material new method
                        of management, operation or accounting;

                5.2     maintain its properties, facilities and equipment and
                        other assets in as good working order and condition as
                        at present, ordinary wear and tear excepted;




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                5.3     perform all its material obligations under debt and
                        lease instruments and other agreements relating to or
                        affecting its assets, properties, equipment and rights;

                5.4     maintain present debt and lease instruments and not
                        enter into new or amended debt or lease instruments,
                        except in the ordinary course of business, but subject
                        further to the limitations contained in section 6.4
                        hereof;

                5.5     keep in full force and effect present insurance policies
                        or other comparable insurance coverage;

                5.6     use its best efforts to maintain and preserve its
                        business organization intact, retain its present
                        employees and maintain its ongoing relationship with
                        suppliers, customers and others having business
                        relations with it;

                5.7     not effect any change in the capital structure of the
                        organization, including, but not limited to, the
                        issuance of any option, warrant, call, conversion right
                        or commitment of any kind with respect to its capital
                        stock or the purchase or other reacquisition of any
                        outstanding shares of treasury stock with the exception
                        of converting certain outstanding senior convertible
                        note instruments into equity;

                5.8     maintain present salaries and commission levels for all
                        officers, directors, employees and agents;

                5.9     prohibit expenditures outside the normal course of
                        business;

                5.10    maintain compliance with all permits, laws, rules and
                        regulations, consent orders, etc.

                5.11    not declare any dividends nor pay out bonuses other than
                        normal merit bonuses to employees, fees, extraordinary
                        commissions or any other unusual distributions to the
                        stockholders, directors, management or other personnel.

        6.      No Shop.

        Seller agrees, for a period ending with the Drop Dead Negotiation Date
(or if Definitive Agreements are executed ending with the Drop Dead Consummation
Date) that, unless required under the Definitive Agreements or otherwise
consented to in writing by Buyer, it shall not:

                6.1     issue any equity securities to any party other than the
                        other Company, except pursuant to an existing employee
                        benefit plan or upon exercise of warrants or options
                        outstanding on the date hereof or conversion of
                        convertible securities outstanding on the date hereof;



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                6.2     merge with or into any other entity other than Buyer;

                6.3     sell any material assets or a substantial amount of its
                        assets to any person or entity other than Buyer;

                6.4     incur any indebtedness in excess of U.S. $10,000 to any
                        person or entity other than Buyer, without written
                        approval by Buyer;

                6.5     submit any proposal to its shareholders which, if
                        approved, would result in a sale or agreement to sell
                        any equity interest in it in excess of 1% to any person
                        or entity other than Buyer other than in the ordinary
                        course of business or pursuant to agreements existing on
                        the date hereof without written approval by Buyer; or

                6.6     submit for consideration by its Board of Directors any
                        proposal involving, or enter into negotiations with, any
                        party other than Buyer with respect to any transaction
                        in 6.1 through 6.5 above.

7.      Confidentiality.

        Buyer and Seller will hold and cause its respective employees, agents
and advisors to hold in confidence all documents and information concerning the
other Company, as the case may be, which have been or will be furnished in
connection with the Transaction contemplated hereby. Whether or not the
Transaction is consummated, such confidential treatment will be maintained for a
period of not less than three (3) years from the Effective Date, except to the
extent such information (a) was previously known to the receiving party prior to
disclosure by the disclosing party, (b) is in the public domain through no fault
of the receiving party, (c) is lawfully acquired by the receiving party from a
third party under no obligation of confidence to the disclosing party, or (d) is
required by law to be disclosed. Such documents and information will not be used
for either the benefit of the receiving party or the detriment of the disclosing
party otherwise in any manner, and all documents, materials and other written
information provided by the disclosing party to the receiving party, including
all copies and extracts thereof, will be returned to the disclosing party
promptly upon written request.

8.      Publicity/Regulatory Reports.

        All regulatory reports, permit applications and filings, and all press
releases, announcements or other publicity pertaining the Transaction will be in
mutually agreeable form, subject to any applicable regulatory requirements.

9.      Governing Law.

        This Letter of Intent shall be governed by and construed in accordance
with the laws of the State of Washington, without giving effect to any
requirements thereof which might otherwise cause the application of the law of
another jurisdiction.



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10.     No Binding Obligation.

        Except as otherwise provided herein, this Letter of Intent is intended
to serve only as a mutual expression of the intentions of the parties, and the
parties shall not be legally obligated with respect to the contemplated
Transaction unless and until formal Definitive Agreements in mutually
satisfactory form are agreed upon, approved by the respective Board of Directors
(and, if necessary, shareholders) of the Companies, and executed and delivered
by the Companies, whereupon the provisions of the Definitive Agreements will
supercede this Letter of Intent.

11.     Counterparts.

        This Letter of Intent may be signed in two or more counterparts, each of
which shall constitute an original, and all of which together shall constitute
one and the same agreement.

        Please indicate your acceptance of this Letter of Intent by signing the
signature page of this letter and returning it to us at our Seattle office by
hand, courier service or facsimile prior to 5:00 p.m. Pacific Standard time on
April 14, 2000. This offer will expire if not accepted by you before then. If
you accept this offer, we will distribute fully executed original counterparts
of this letter to each accepting party.



                                          Sincerely,


                                          Sunhawk.com Corporation



                                          /s/ Marlin J. Eller
                                          -------------------------------------
                                          Marlin J. Eller
                                          CEO and President



Accepted and agreed this 14th day of April, 2000.

Copyright Control Services, Inc.


/s/ David Powell
-------------------------------------
Name: David Powell
      -------------------------------
Title: Managing Director
       ------------------------------



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