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                                                                    Exhibit 10.3



                               RETAINER AGREEMENT


        THIS RETAINER AGREEMENT, (the "Agreement") effective February 20, 2000
(the "Effective Date") is entered into by and between Sunhawk.com Corporation, a
Washington corporation (the "Company"), and The Otto Law Group, PLLC, a
Washington limited liability company, hereinafter the ("TOLG").

        WHEREAS, the Company desires to retain TOLG and TOLG has consented to
provide various services and to otherwise be available to assist with Company
matters seven (7) days per week, twenty-four (24) hours per day.

        NOW, THEREFORE, the Company and TOLG agree to the following terms and
conditions of the Agreement.

        1.      Retention. Beginning on the Effective Date, the Company will
                retain TOLG, and TOLG will accept retention by the Company, and
                TOLG shall also have an obligation to report to the Company's
                Chief Executive Officer in accordance with the terms of this
                Agreement.

        2.      Duties.

                2.1     TOLG's primary duties will be to be available seven (7)
                        days per week, twenty-four (24) hours per day, to
                        provide advice and assistance to the Company and perform
                        such other reasonable duties as the Chief Executive
                        Officer of the Company determines.

                2.2     As part of TOLG's duties and compensation hereunder,
                        TOLG will communicate, if requested, with those
                        representatives of the Company as determined by the
                        Company's Chief Executive Officer.

        3.      Time Obligations. If and when requested by the Company's Chief
                Executive Officer, TOLG will devote whatever time is necessary
                and use his best efforts to complete the duties set forth
                herein.

        4.      Compensation. In connection with TOLG remaining available to
                provide services under the terms of this Agreement, TOLG shall
                receive cash compensation in the amount of three hundred
                eighty-five thousand dollars ($385,000) (the "Retainer Amount"),
                which cash compensation shall be deemed paid as of the Effective
                Date. Further, TOLG shall continue to provide, and shall be paid
                separately at the designated hourly


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                rate on a monthly basis, for legal services relating to
                corporate finance, securities, contracts, corporate governance,
                mergers and acquisitions, other matters involving the Company's
                operations, any securities issuance and compliance,
                documentation preparation and review and identifying and
                structuring transactions between the Company and appropriate
                strategic partners including, without limitation, companies
                involved in or otherwise benefiting from, the Company's
                technology and/or products and related information. TOLG shall
                also assist the Company in its efforts to develop its business
                development and sales and marketing operations, complete certain
                strategic goals and develop a business plan

        5.      Term and Termination.

                5.1     Unless otherwise terminated, in writing, as provided in
                        this Section 5, this Agreement shall expire on February
                        19, 2003.

                5.2     This Agreement shall be terminated, in writing, upon the
                        following:

                        (a)     Dissolution of TOLG;

                        (b)     Inability of TOLG to perform the duties set
                                forth herein for a period of thirty (30)
                                consecutive days in any one calendar year due to
                                sickness or of any principal of TOLG; or

                        (c)     For cause as provided in Section 6.1.

                5.3     TOLG shall be entitled to its entire Retainer Amount
                        regardless of whether termination (i) is with or without
                        cause by either the Company or TOLG, as the case may be
                        or (ii) occurs under this Section 5.

        6.      Cause and Breach.

                6.1     Where reference is made in this Agreement to termination
                        being by the Company with or without cause, "cause"
                        shall mean cause given by the Company to TOLG and is
                        limited to the following:

                        (a)     Repeated failure or refusal to carry out the
                                reasonable written directions of the Company,
                                provided such directions are consistent with the
                                duties and obligations herein set forth to be
                                performed by TOLG; or


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                        (b)     Violation of a state or federal law involving
                                the commission of a crime against the Company or
                                a felony materially adversely affecting the
                                Company.

        7.      Notice. All notice and requests in connection with the Agreement
                shall be in writing and may be given by personal delivery,
                registered or certified mail, return receipt requested, telegram
                or any other customary means of communications addressed as
                follows:

                      Advisor:              David M. Otto, Esq.
                                            The Otto Law Group
                                            999 Third Avenue
                                            Suite 3210
                                            Seattle, WA  98104

                      Sunhawk.com
                      Corporation:          Marlin Eller, CEO
                                            Sunhawk.com Corporation
                                            223 Taylor Avenue North, Suite 200
                                            Seattle, WA  98109

               Or to such other address as the party to receive the notice or
               request shall designate by notice to the other. The effective
               date of any notice or request shall be five (5) days from the
               date which it is sent by the addressor by registered or certified
               mail, or when delivered to a telegraph company, properly
               addressed as above with charges prepaid, or when personally
               delivered.

        8.     Assignment. The rights of either party shall not be assigned or
               transferred either voluntarily or by operation of law without the
               other party's written consent, nor shall the duties of either
               party be delegated, in whole or part, either voluntarily or by
               operation of law without the other party's written consent. Any
               unauthorized assignment transfer or delegation shall be of no
               force or effect.

        9.     Independent Counsel. TOLG also acts as counsel to the Company.
               All parties have retained independent legal counsel to advise
               them with respect to this Agreement and are not relying on the
               Company or its counsel for legal or tax advise.

        10.    Independent Contractor. TOLG is an independent contractor. This
               Agreement shall not create the relationship of employer and
               employee, a partnership, or a joint venture. The Company shall
               not control or direct the details and means by which TOLG
               performs its business and services. TOLG shall determine the
               number of days and hours of its work as well as


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                the number of assistants, partners or employees utilized by TOLG
                in its responsibilities under this Agreement. TOLG shall be
                solely responsible for the amount of wages, benefits, work
                schedules and/or any conditions of any of either TOLG's
                assistants, partners or employees. Finally, TOLG is an
                independent contractor and not an employee of the Company and
                agrees to comply with all federal and state tax and Social
                Security legislation as applicable to such independent
                contractors. TOLG has no authority to bind the Company or incur
                any obligation on behalf of the Company.

        11.     Confidential Information and Covenant. As a result of TOLG's
                independent contractor relationship with the Company, TOLG could
                acquire confidential information about the Company. TOLG will
                respect the confidences of the Company and will not, at any
                time, during or after termination of this Agreement, directly or
                indirectly, divulge or disclose for any purpose whatsoever, or
                use for their own benefit, any confidential information that has
                been created or obtained by or disclosed to TOLG as a result of
                his relationship with the Company, including but not limited to,
                technology concepts or projects as they relate to the business
                and technology developed by the Company. In addition, all
                information created or received by TOLG shall be deemed the
                property of the Company and no information shall be furnished to
                persons not associated with this Agreement without prior
                permission of the Company.

        12.     Miscellaneous.

                12.1    Waiver. No waiver of any of the provisions of this
                        Agreement shall be valid unless in writing, signed by
                        the party against whom such waiver is sought to be
                        enforced, nor shall failure to enforce any right
                        hereunder constitute a continuing waiver of these same
                        or a waiver of any other right hereunder.

                12.2    Amendments. All amendments of this Agreement shall be
                        made in writing, signed by the parties, and nor oral
                        amendment shall be binding on the parties.

                12.3    Integration. This Agreement constitutes the entire
                        agreement between the parties relating to the subject
                        matter hereunto and supersedes and cancels any other
                        prior oral and/or written agreement or understandings of
                        the parties in connection with such subject matter

                12.4    Severability. The enforceability or invalidity of any
                        provision or provisions of this Agreement shall not
                        render any other provision of provisions hereof
                        unenforceable or invalid. If any one or more of the
                        provisions of this Agreement shall for any reason be
                        excessively broad as to duration, scope, activity or
                        subject, it shall be construed by reducing


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                        such provisions, so as to be enforceable to the extent
                        compatible with applicable law.

                12.5    Headings. The headings or titles in this Agreement are
                        for the purpose of reference only and shall not in any
                        way affect the interpretation or construction of this
                        Agreement.

                12.6    Governing Law. This Agreement will be governed by the
                        laws of the State of Washington, applicable to
                        agreements between Washington residents to be performed
                        within the State of Washington. Any disputes arising out
                        of or from this Agreement shall be submitted to binding
                        arbitration for resolution in Seattle, Washington.

                12.7    Attorney's Fees. In the event of litigation to enforce
                        this Agreement, the prevailing party will be entitled to
                        recover its reasonable attorneys' fees as determined by
                        the court.

        IN WITNESS HEREOF, the parties have executed this Agreement as of the
day and year first above written.


        THE OTTO LAW GROUP, P.L.L.C.


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


        SUNHAWK.COM CORPORATION



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