Stardrive Solutions Inc – Stardrive Solutions Restructures and Announces Definitive Merger Agreement With Chell Group Corp. (December 5th, 2001)AGOURA HILLS, Calif.— (BUSINESS WIRE)— Nov. 23, 2001— Stardrive Solutions Inc. (OTCBB:SDRV — news; previously Nasdaq Small Cap:SDRV), a leader in digital media management, today announced that it has signed a definitive merger agreement whereby it will be acquired by Chell Group Corp. (Nasdaq:CHEL - news).
Sunhawk Com Corp – PRESS RELEASE SUNHAWK.COM CORPORATION TO SPIN OFF DIGITAL SHEET MUSIC DIVISION TO ITS CEO; SIGNS LETTER OF INTENT TO ACQUIRE A.N.N. AUTOMATION, INC. Spin-Off Expected to Curb Losses; Acquisition Brings New Management, Enhanced Financial Foundation and Wider Reach in Digital Asset Management Marketplace for Sunhawk.com (February 22nd, 2001)SEATTLE (February 14, 2001)—Sunhawk.com Corporation (Nasdaq: SNHK) ("Sunhawk"), an Internet digital asset management and digital publishing company, today announced that Marlin J. Eller, chief executive officer, has agreed to acquire the assets of the company's digital sheet music business. The sale is subject to shareholder approval and other conditions. Upon the closing of the transaction, Eller will resign his position as an officer of Sunhawk. Pending the closing, the digital sheet music business will be run pursuant to an operating agreement between Sunhawk and a new company formed by Eller.
Sunhawk Com Corp – EMPLOYMENT AND NON-COMPETITION AGREEMENT (December 29th, 2000)THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement") is entered into and effective as of October 31, 2000 (the "Effective Date") between Sunhawk.com Corporation, a corporation formed under the laws of the State of Washington ("Sunhawk," the "Company" or a "Party") and Julian Searle, a resident of the United Kingdom, (the "Employee" or a "Party") (collectively, the "Parties").
Sunhawk Com Corp – EMPLOYMENT AND NON-COMPETITION AGREEMENT (December 29th, 2000)THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement") is entered into and effective as of October 31, 2000 (the "Effective Date") between Sunhawk.com Corporation, a corporation formed under the laws of the State of Washington ("Sunhawk," the "Company" or a "Party") and David Powell, a resident of the United Kingdom, (the "Employee" or a "Party") (collectively, the "Parties").
Sunhawk Com Corp – SUBLEASE AGREEMENT (December 29th, 2000)This Sublease Agreement ("Sublease"), dated December 8, 2000, is made between SUNHAWK.COM CORPORATION ("Sublessor") and DAILYSHOPPER.COM, INC. ("Sublessee").
Sunhawk Com Corp – WARRANT AGREEMENT (December 29th, 2000)This WARRANT AGREEMENT (the "Warrant Agreement") has been made and entered into as of October , 2000, by and between SUNHAWK.COM CORPORATION, a Washington corporation (the "Company"), and @VISORY, LLC, a Limited Liability Company (the "Holder").
Sunhawk Com Corp – WARRANT AGREEMENT (December 29th, 2000)This WARRANT AGREEMENT (the "Warrant Agreement") has been made and entered into as of October 30, 2000, by and between SUNHAWK.COM CORPORATION, a Washington corporation (the "Company"), and Eller McConney 1995 Living Family Trust (the "Holder").
Sunhawk Com Corp – WARRANT AGREEMENT (December 29th, 2000)This WARRANT AGREEMENT (the "Warrant Agreement") has been made and entered into as of October , 2000, by and between SUNHAWK.COM CORPORATION, a Washington corporation (the "Company"), and Steve Shaer.
Sunhawk Com Corp – WARRANT AGREEMENT (December 29th, 2000)This WARRANT AGREEMENT (the "Warrant Agreement") has been made and entered into as of October , 2000, by and between SUNHAWK.COM CORPORATION, a Washington corporation (the "Company"), and DAEDALUS VENTURES, INC., a Limited Liability Company (the "Holder").
Sunhawk Com Corp – WARRANT AGREEMENT (December 29th, 2000)This WARRANT AGREEMENT (the "Warrant Agreement") has been made and entered into as of October , 2000, by and between SUNHAWK.COM CORPORATION, a Washington corporation (the "Company"), and CHELSEA VENTURES LLC, a Limited Liability Company (the "Holder").
Sunhawk Com Corp – WARRANT AGREEMENT (December 29th, 2000)This WARRANT AGREEMENT (the "Warrant Agreement") has been made and entered into as of October , 2000, by and between SUNHAWK.COM CORPORATION, a Washington corporation (the "Company"), and SRS VENTURES, INC., a Limited Liability Company (the "Holder").
Sunhawk Com Corp – ARTICLES OF SHARE EXCHANGE OF SUNHAWK.COM CORPORATION AND COPYRIGHT CONTROL SERVICES, INC. (November 17th, 2000)The Plan of Share Exchange, containing the information required by RCW 23B.11.040, is set forth in Exhibit A, which is attached hereto and made a part hereof.
Sunhawk Com Corp – AMENDED AND RESTATED ARTICLES OF SHARE EXCHANGE OF SUNHAWK.COM CORPORATION AND COPYRIGHT CONTROL SERVICES, INC. (November 17th, 2000)The Plan of Share Exchange, containing the information required by RCW 23B.11.040, is set forth in Exhibit A, which is attached hereto and made a part hereof.
Sunhawk Com Corp – CONTINGENT SHARE ESCROW AGREEMENT (August 14th, 2000)Exhibit 10.4 CONTINGENT SHARE ESCROW AGREEMENT This Contingent Share Escrow Agreement (this "Agreement") is entered into as of ____________ __, 2000 by and between Sunhawk.com Corporation, a Washington corporation ("Sunhawk"), and @Visory, LLC ("@Visory"), a former shareholder of Copyright Control Services, Inc., a Delaware corporation ("CCS"). RECITALS A. Sunhawk, CCS, @Visory and certain other persons and entities (the "Sellers") are parties to a Share Exchange Agreement dated August 1, 2000 (the "Share Exchange Agreement") pursuant to which Sunhawk will acquire CCS through a share exchange with @Visory and the Sellers (the "Share Exchange") in which shares of Sunhawk's common stock (the "Sunhawk Shares") will be issued to @Visory and the Sellers in exchange for all of the issued and outstanding capital stock of CCS as set forth in t
Sunhawk Com Corp – CONTINGENT SHARE ESCROW AGREEMENT (August 14th, 2000)Exhibit 10.3 CONTINGENT SHARE ESCROW AGREEMENT This Contingent Share Escrow Agreement (this "Agreement") is entered into as of ____________ __, 2000 by and among Sunhawk.com Corporation, a Washington corporation ("Sunhawk"), and certain former shareholders of Copyright Control Services, Inc., a Delaware corporation ("CCS") whose names are set forth on SCHEDULE A attached to this Agreement (together, the "Sellers" and individually, a "Seller"). RECITALS A. Sunhawk, CCS, the Sellers and @Visory LLC ("@Visory") are parties to a Share Exchange Agreement dated August 1, 2000 (the "Share Exchange Agreement") pursuant to which Sunhawk will acquire CCS through a share exchange with the Sellers and @Visory (the "Share Exchange") in which shares of Sunhawk's common stock (the "Sunhawk Shares") will be issued to the Sellers and @Visory in exchang
Sunhawk Com Corp – LICENSE AND DISTRIBUTION AGREEMENT (August 14th, 2000)Exhibit 10.7 SUNHAWK.COM CORPORATION LICENSE AND DISTRIBUTION AGREEMENT This Agreement ("Agreement") is entered into this 26th day of June, 2000, by and between Sunhawk.com Corporation, a Washington corporation ("Sunhawk") and Naxos of America, Inc.("Publisher"). RECITALS WHEREAS, Publisher possesses the right to license to Sunhawk copyrighted graphical or audio Works; and WHEREAS, Sunhawk digitalizes, prepares, enhances and distributes digital sheet music and digital audio products via Sunhawk's digital distribution system; and WHEREAS, Publisher intends to convert its graphical and/or audio media into Sunhawk's digital format to be distributed using Sunhawk's digital distribution system, and Sunhawk intends to provide Publisher with the means to do so.
Sunhawk Com Corp – REGISTRATION RIGHTS AGREEMENT (August 14th, 2000)Exhibit 10.6 SUNHAWK.COM CORPORATION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of _______, 2000, by and among Sunhawk.com Corporation, a Washington corporation (the "COMPANY"), and the parties listed on Schedule A hereto (the "CCS SHAREHOLDERS"). RECITAL The Company and the CCS Shareholders are entering into a Share Exchange Agreement of even date herewith (the "Share Exchange Agreement"). The execution of this Agreement by the parties is a condition to the obligation of each CCS Shareholder Pursuant to the Share Exchange Agreement. AGREEMENT 1. DEFINITIONS For purposes of this Agreement, the following terms have the following meanings: (a) "HOLDER" means any person ownin
Sunhawk Com Corp – TO CONSULTING AGREEMENT (August 14th, 2000)Exhibit 10.5 AMENDMENT NO. 1 TO CONSULTING AGREEMENT The undersigned parties to that certain Consulting Agreement dated on or about May 6, 2000 (the "Agreement"), agree to amend the Agreement as set forth in this Amendment No. 1 to Consulting Agreement (the "Amendment"). 1. AMENDMENTS TO AGREEMENT. 1.1 NO RIGHT IN CONSULTANT TO TERMINATE. Section 4(a) is deleted in its entirety. 1.2 ADDITIONAL COMPENSATION. As consideration for the deletion of the Consultant's right to terminate the Agreement as set forth in Section 1.1 of this Amendment, the Consultant shall receive as additional compensation a warrant in the form attached as EXHIBIT A (the "Warrant") to purchase an additional 3,370,762 shares of the common stock of the Company (the "Additional Shares") at the per share price of $.25. The Warrant and, if exercised, a
Sunhawk Com Corp – SHARE EXCHANGE AGREEMENT (August 14th, 2000)Exhibit 10.2 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement ("Agreement") is entered into as of August 1, 2000, by Copyright Control Services, Inc., a Delaware corporation ("CCS"), the shareholders of CCS listed on the attached SCHEDULE A (individually, a "CCS Shareholder" and collectively, the "CCS Shareholders") and Sunhawk.com Corporation, a Washington corporation ("Sunhawk"). RECITALS A. Sunhawk wishes to acquire from the CCS Shareholders, on the terms and conditions set forth in this Agreement, all of the issued and outstanding shares of CCS. B. Together, the CCS Shareholders are the owners of 8,616,366 shares of common stock and 1,252,884 shares of preferred stock of CCS as shown on SCHEDULE A (the "CCS Shares"), which CCS Shares represent all issued and outstanding capital stock of CCS. C. The CCS
Sunhawk Com Corp – WARRANT AGREEMENT (May 15th, 2000)1 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
Sunhawk Com Corp – RETAINER AGREEMENT (May 15th, 2000)1 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 Compan
Sunhawk Com Corp – Re: Letter of Intent (May 15th, 2000)1 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, Buy
Sunhawk Com Corp – LETTER AGREEMENT (May 15th, 2000)1 EXHIBIT 10.4 LETTER AGREEMENT FEBRUARY 15, 2000 As part of the Assignment and Assumption Agreement of the Right to Receive Sheet Music, it is agreed that Sunhawk.com will pay Eller McConney LLC $1,000,000 subject to the receipt and acceptance of a sufficient number of pages of sheet music. Payment of the $1,000,000 is based on the number of pages received and accepted from Music Production International over a period of five years and is to be paid quarterly in arrears with a maximum principal payment of $200,000 per annum. Agreed and Accepted, /s/ Tricia Parks-Holbrook, CFO /s/ Mary E. McConney Sunhawk.com Corporation Eller McConney LLC
Sunhawk Com Corp – AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION (February 11th, 2000)1 EXHIBIT 10.11 AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION OF THE RIGHT TO RECEIVE SHEET MUSIC THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into this _______ day of _______________, 2000, by and among the Eller McConney, L.L.C. ("Eller McConney"), a Washington limited liability company, Avtograf Corporation, a Russian joint stock company ("Avtograf")(Eller McConney and Avtograf are collectively referred to herein as "Assignors"), Sunhawk.com Corporation, a Washington corporation ("Assignee") and Music Production International, a Russian corporation ("MPI"). Recitals WHEREAS, Assignors desire to assign to the Assignee all of Assignors' right, title, and interest in such agreements and obligations as more particularly described below; and WHEREAS, Assignee desires to accept such as
Sunhawk Com Corp – DISTRIBUTION AGREEMENT (February 11th, 2000)1 SUNHAWK CORPORATION 318 Terry Ave, North, Seattle, WA 98109 DISTRIBUTION AGREEMENT as of June 12, 1998 EMI Christian Music Publishing PO Box 5085 Brentwood, TN 37024 tel: (615) 371-6838 fax: (615) 371-6897 Gentlemen and ladies: When signed by you ("EMI") and us ("Sunhawk"), the following will constitute our agreement: 1. EMI hereby grants to Sunhawk the non-exclusive right to sell and distribute digital editions of EMI's copyrighted musical composition(s) and third party compositions for which EMI has obtained the rights (the "Editions(s)"), solely via Sunhawk's Solero(TM) technology/format over the Internet from Sunhawk's website, currently located a http://www.sunhawk.com. subject but not limited to the following: o CONTENT: EMI will supply Sunhawk with compositions chosen by EMI for distribution via the Sunhawk website. The downloadable file of each such composition shall include a playback feature which incorporates a midi fi
Sunhawk Com Corp – LETTER AGREEMENT (February 11th, 2000)1 EXHIBIT 10.14 LETTER AGREEMENT FEBRUARY _____, 2000 As part of the Assignment and Assumption Agreement of the Right to Receive Sheet Music, it is agreed that Sunhawk.com will pay Eller McConney LLC $1,000,000 subject to the receipt and acceptance of a sufficient number of pages of sheet music. Payment of the $1,000,000 is based on the number of pages received and accepted from Music Production International over a period of five years and is to be paid quarterly in arrears with a maximum principal payment of $200,000 per annum. In connection with this agreement, Avtograf, a Russian Joint Stock Company will transfer to Music Production International, a Russian Company, its obligation to provide production services for digital sheet music. Agreed and Accepted, ----------------------------------- ------------------------------------ Sunha
Sunhawk Com Corp – MUSIC CONVERSION AGREEMENT (February 11th, 2000)1 EXHIBIT 10.4 MUSIC CONVERSION AGREEMENT This Agreement is made as of April 1, 1998 (the "Effective Date") by and between Sunhawk Corporation, a Washington corporation with offices at 223 Taylor Avenue North, Suite 200, Seattle, WA 98109 USA and International Music Engraving Company, with it principal place of business at #7 Navy Road, Baguio City, 2600, Philippines ("IMEC"). RECITALS A. IMEC wishes to convert sheet music into Sunhawk's proprietary Solero(TM) file format. B. Sunhawk wishes to retain IMEC to convert sheet music into Sunhawk's proprietary Solero file format. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, Sunhawk and IMEC agree as follows: SECTION 1 DEFINITIONS 1.1 Music Title. "Music Ti
Sunhawk Com Corp – LICENSE AGREEMENT (February 11th, 2000)1 Exhibit 10.12 SUNHAWK.COM CORPORATION 223 Taylor Avenue North, Suite 200 Tel. (206) 728-6063 Fax. (206) 728-6416 LICENSE AGREEMENT as of December 7, 1999 Maranatha! Music 30230 Rancho Viejo Road San Juan Capistrano California 92675 Dear Gentlepersons: When signed by Maranatha! Music ("Publisher") and Sunhawk.com Corporation ("Sunhawk.com"), the following will constitute our agreement: 1. Publisher grants Sunhawk.com the non-exclusive right to promote, sell, license pursuant an end-user license agreement, and distribute digital editions of the copyrighted musical composition(s) described in Schedule "A" ("Compositions") via Sunhawk.com's digital music distribution system including the Internet website currently located at www.sunhawk.com (said distribution system and web site hereinafter "Sunhawk.com web site"). - CONTENT: Publisher shall provide Sunhawk.com with copies of the
Sunhawk Com Corp – AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION (February 11th, 2000)1 EXHIBIT 10.8 AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION OF THE RIGHT TO RECEIVE SHEET MUSIC THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into this 9th day of February, 2000, by and between Eller McConney, L.L.C. ("Eller McConney"), a Washington limited liability company, (the "Assignor"), and Sunhawk.com Corporation, a Washington corporation (the "Assignee"). RECITALS WHEREAS, Assignor desire to assign to the Assignee all of Assignors' right, title, and interest in such agreement as is more particularly described below; and WHEREAS, Assignee desires to accept such assignment from Assignor and receive digital sheet music from Music Production International, a Russian corporation ("MPI"), in connection with that certain Agreement Regarding the Assignment and Assumption of Sheet Music Produc
Sunhawk Com Corp – MUSIC CONVERSION AGREEMENT (February 11th, 2000)1 EXHIBIT 10.13 MUSIC CONVERSION AGREEMENT This Agreement is made as of November 1, 1998 (the "Effective Date") by and between Eller-McConney LLC, with it principal place of business at 223 Taylor Avenue North, Suite 200, Seattle Washington 98109 ("EM") and Avtograf, a Russian Joint Stock Company with its principal place of business at CJSC Printing Office, Avtograf, Postyshev St. 2 Chelyabinsk, Russia 454000 ("Engraver"). RECITALS A. Engraver wishes to engrave sheet music for EM in accordance with the terms set forth herein using Sunhawk Corporation's ("Sunhawk's") Solero(TM) Music Editor software. B. EM wishes to retain Engraver to engrave the sheet music. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, EM and Engraver agree as follows: SECTION 1
Sunhawk Com Corp – PROMOTIONAL SHARES LOCK-IN AGREEMENT (February 11th, 2000)1 EXHIBIT 10.10 PROMOTIONAL SHARES LOCK-IN AGREEMENT I. This Promotional Shares Lock-In Agreement ("Agreement"), which is effective as of the 10th day of January, 2000, by and between Sunhawk.com Corporation ("Issuer"), whose principal place of business is located at 223 Taylor Avenue North, Suite 200, Seattle, Washington 98109, and ______________________ ("Security Holder") witnesses that: A. The Issuer has filed an application with the Securities Administrator of each of the states listed on Schedule A attached hereto ("Administrators") to register certain of its Equity Securities for sale to public investors who are residents of those states ("Registration"); B. The Security Holder is the owner of shares of common stock of Issuer; and C. As a condition to Registration,
Sunhawk Com Corp – AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION (January 26th, 2000)1 EXHIBIT 10.11 AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION OF THE RIGHT TO RECEIVE SHEET MUSIC THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into this _______ day of _______________, 2000, by and among the Eller McConney, L.L.C. ("Eller McConney"), a Washington limited liability company, Avtograf Corporation, a Russian joint stock company ("Avtograf")(Eller McConney and Avtograf are collectively referred to herein as "Assignors"), Sunhawk.com Corporation, a Washington corporation ("Assignee") and Music Production International, a Russian corporation ("MPI"). Recitals WHEREAS, Assignors desire to assign to the Assignee all of Assignors' right, title, and interest in such agreements and obligations as more particularly described below; and WHEREAS, Assignee desires to accept such as
Sunhawk Com Corp – PROMOTIONAL SHARES LOCK-IN AGREEMENT (January 26th, 2000)1 EXHIBIT 10.10 PROMOTIONAL SHARES LOCK-IN AGREEMENT I. This Promotional Shares Lock-In Agreement ("Agreement"), which is effective as of the 10th day of January, 2000, by and between Sunhawk.com Corporation ("Issuer"), whose principal place of business is located at 223 Taylor Avenue North, Suite 200, Seattle, Washington 98109, and ______________________ ("Security Holder") witnesses that: A. The Issuer has filed an application with the Securities Administrator of each of the states listed on Schedule A attached hereto ("Administrators") to register certain of its Equity Securities for sale to public investors who are residents of those states ("Registration"); B. The Security Holder is the owner of shares of common stock of Issuer; and C. As a condition to Registration,
Sunhawk Com Corp – AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION (January 26th, 2000)1 EXHIBIT 10.8 AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION OF THE RIGHT TO RECEIVE SHEET MUSIC THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into this _______ day of _______________, 1999, by and among the Eller McConney, L.L.C. ("Eller McConney"), a Washington limited liability company, Avtograf Corporation, a Russian joint stock company ("Avtograf")(Eller McConney and Avtograf are collectively referred to herein as "Assignors"), Sunhawk.com Corporation, a Washington corporation ("Assignee") and Music Production International, a Russian corporation ("MPI"). Recitals WHEREAS, Assignors desire to assign to the Assignee all of Assignors' right, title, and interest in such agreements and obligations as more particularly described below; and WHEREAS, Assignee desires to accept such assignm
Sunhawk Com Corp – EMPLOYMENT AGREEMENT (September 10th, 1999)1 EXHIBIT 10.6 SUNHAWK.COM CORPORATION EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made, entered into and effective as of October 1, 1999 by and between Sunhawk.com Corporation, a Washington corporation (the "Company" or "Sunhawk"), and Marlin Eller, a resident of Washington (the "Employee"). Whereas, the Company desires to hire the Employee as the Chief Executive Officer and President of the Company and to vest the Employee with all the duties and responsibilities associated therewith; and Whereas, the Employee desires to serve as the Chief Executive Officer and President of the Company and to assume all of the duties and responsibilities associated therewith; and Whereas, the parties wish to enter into this Agreement to memorialize the terms upon which the Employee will provide services to the
