ROCKET  BUILDERS

aligning  business,  technology  and  finance

                               COMPETENCY SUMMARY

Mr. Norman and Mr. Baglot have over 40 years of combined experience in sales and
marketing  business  development  and  executive  management.

Reg  Nordman         Unisys,  Commodore,  TNL,       Macmillan  Bloedel,  Simba,
Dir.  of  Sales      Strategies     Active  State    Multiactive,  Liberty

Jim  Baglot          Digital  Equipment  Corp.,     CompuServe, AT&T World Net,
Dir.  of  Channel    Multiactive,  Onvia, Gandalf,  Bank of Nova Scotia, Merrill
Strategies           TGI,  SHL                      Lynch,  Arthur  Andersen

Their  strengths  lie  in  their broad experience in sales and management issues
that technology companies face.  They have been instrumental in taking cash poor
but  technology  rich  companies  from  bases  to  profits.  They  have  a  keen
understanding  of  channel dynamics and complex organization selling (especially
in  Fortune  500  companies).

Mr.  Nordman's  most  recent  company  was Active State, a Vancouver open source
company  with  a  world  class  reputation  as a trader in Part.  As Director of
Sales, Mr. Nordman was responsible for sales strategy and management - including
sales  of  products  and  services  and  OEM  agreements.  Highlights  included:

-     Cash  positive  within  3  months  of  implementing  a  sales  strategy

-     Activating  02  2000  sales  that  exceeded  all  of  1999 sales, a 5 fold
increase  in  sales

-     OEM  sales  growth  from  25%  to  50%  of  revenue

-     Service  contract  to  22  Fortune  500  clients including Morgan Stanley,
Goldman  Sachs,  Pepsi  Co.,  Motorola,  Credit  Suisse  First  Boston,  Intel,
Microsoft,  Compaq

-     Service  sales  growth  from  0%  to  35%  of  revenue

-     Strategic  OEM  deals  Microsoft,  Intel,  Rational, Intel, Compaq and HP.

Mr.  Baglot's  experience  with UNIX channels comes from a history of successful
channel  implementation  efforts.  He boasts over 12 years of channel management
with  a  focus  on UNIX and multi-channel implementation working with both large
and  small  market  companies.  Here  are  some  highlights.

-     SHL  System  House  -  Sales Manager, responsibilities include being a Sun
reseller

-     Frame  Technologies  -  Channel  Manager  for  Framemaker, responsible for
resellers,  distributors,  VARs,  and  direct  sales

-     TGI  Technologies  -  VP  Sales & Marketing - UNIX Based unified messaging
platform  sold  to  Fortune  500  through  VARs  and  direct  sales

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-     Digital Equipment Corp. - regional Manager - Integrated service & products
for  Unix/Alpha  -  sold  through  OEM, Distributors, Resellers, VARs and direct
sales.

Mr.  Baglot's  most  recent  venture  was  Director  of  Business Development at
Onvia.com  where he managed all aspects of distributors and the direct/web sales
force.  Mr. Baglot's contributions at Onvia were instrumental in sales growth in
Canada  that  provided  a  template  for their expansion into the United States.

The  skills  of these two "business builders" are complemented by a deep team of
technology  strategy  experts.  The collective resumes include the University of
B.C.,  IBM BC, Multiactive, GE Capital, Digital Equipment Corp., and 360Networks
and features a number of landmark achievements in network technology innovators.

                        PROPOSAL FOR REVENUE ENHANCEMENT

Rocket Builders proposes to leverage its expertise in maximizing revenue returns
to  assist  Merlin  Software  in  its  sales  strategy  and  tactics.

Below  is  a  conceptual outline for a proposed engagement for enhancing revenue
realized  from  existing  channels  and  agreements:

-     Leverage  OEM  sales  into  service  agreements

-     Leverage  OEM  sales  into  product  upgrades  and  wider  site  licenses

-     Optimize  pull  through  existing  distribution  channels

-     Enhance  sell  through  of  web  visitors

Furthermore,  specific  skills  in the Rocket Builders team can be exploited to:

-     Identify  strategic  partnerships  which  can  impact  revenue  generation

-     Make  introductions  to industry players and analysts well known to Rocket
Builders

-     Provide  insight  into white papers and other strategic marketing channels
that  can  better  position  the  company

-     Structure internal selling operations for systematic sales prospecting and
forecasting

-     Align  sales  performances  with  financial  market  expectations

Our  methodology  in  these  engagements  involves  the  following  steps:

-     Assessment

-     Defining  Objectives

-     Architecting  the  Process

-     Distributing  an  Action  Plan

-     Deployment  of  Business  Process

-     Establishing  Management  Reporting  Metrics

-     Coaching  and  Adaptive  Improvements


SUITE  600,  THE MARINE BUILDING, 555 BURRARD STREET, VANCOUVER, BD, CANADA, V6C
2G8

PHONE:  (604)  484-2800   FAX  (604)  484-2888

<PAGE>

                                   ACTION PLAN

Based on our experience and your urgency to move ahead, we propose an eight-week
action  plan.  The sales challenge you face cannot normally be tackled in such a
short  period  of time.  We are leveraging our specific expertise and network of
relationships  relevant  to  the  product  areas to achieve results in a shorter
timeframe.

The  eight-week  action plan delivered in two phases, will be highlighted by the
following  deliverables:

-     A  documented  sales  and  channel  partners  methodology  that  works

-     Some  newsworthy  clients  and  partners  producing  revenue

-     A  shortlist  of  potential  senior  sales  personnel

-     A  website  that  is  a  better  revenue  generator

-     A  much  stronger  story  to  take  to  your  investors  and  employees.

In  the  first  phase,  the  approach  is  build  momentum by driving widespread
interest in the product down a path to sales.  This phase is highly dependent on
the  experience  of  our  team.  For  the first four weeks Rocket Builders will:

-     Identify  and  leverage  present  customer  assets towards populating this
pipeline

-     Add  new  prospects  to  the  pipeline

-     Move  to closure some newsworthy clients and channel partners to prove the
model

-     Re-engineer  the  website  to  improve  commerce  and  related  selling
capabilities.

The  second  phase  captures  and  documents  the sales methodology.  This phase
prepares  your  team  to  assume  responsibility for the sales process.  For the
second  four  weeks  we  will:

-     Add  a  data  capture  and  reporting  system

-     Build  a  sales  management  reporting  system

-     Plan  for  a  sales  staff  ramp  up  to  production

-     Layout  the ground rules and assist with the short listing of senior sales
staff  hikes

-     Complete  documentation  of  the  methods  and  systems  we  put  in place

                                  FEE STRUCTURE

The  fee  structure  for  this  engagement  reflects  the  time  commitments of:

-     Mr.  Reg  Nordman

-     Mr.  Jim  Baglot

-     General  access  to  the  Rocket  Builders  management team to support the
activities  of  Mr.  Norman  and  Mr.  Baglot.

We propose a cash and share payment with the $75,000 cash payable in three parts
and  75,000  shares  which  we  will  receive  at  the  end  of  the engagement:

-     At  the  start  of  the  engagement  $25,000  cash

-     At  four  weeks  the  second  $25,000  cash

-     At  the  end  of  eight weeks the last $25,000 cash and the 75,000 shares.

The  shares  will  be  delivered  at the end of the engagement and are prorated.

Termination

<PAGE>

Merlin  will  receive  weekly reports on the progress to the goals.  At the four
week point, Merlin and or Rocket Builders can choose to terminate the engagement
if  satisfactory  progress  to  the goals has been deemed not to have been made.

If  these  terms  are  satisfactory,  please  indicate such by signing below and
returning  this  page  to  Rocket  Builders.

/s/  R.  Heller
for  Merlin  Software

2000-10-16
Date