EMPLOYMENT AGREEMENT
                              --------------------

THIS  effective  as  of  the  4th  day  of January, 2001 (the "Effective Date"):

BETWEEN:

MERLIN  SOFTWARE  TECHNOLOGIES  INTERNATIONAL,  INC.,  a  company  incorporated
pursuant  to  the  laws of the State of Nevada, of 4199 Lougheed Highway, Suites
200  and  201,  Burnaby,  British  Columbia,  Canada

(the  "Company")

AND:

KEVIN  O'REILLY,  an  individual having an address of 1212 10th Avenue #101, San
Francisco,  CA  94122

(the  "Employee")

WHEREAS:

A.          The  Company  has  requested  the  assistance  of  the  Employee  in
providing  certain  employment  services,  as described in Schedule "A" attached
hereto;  and

B.          The  Employee  has agreed to provide such assistance and services to
the  Company  in  accordance  with  the  terms  and conditions herein set forth.

NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals and the mutual
covenants  set  forth  below,  the  parties  hereto  agree  as  follows:

1.     DUTIES  AND  DEVOTION  OF  TIME

1.1     Duties.  During  the  term  of  this  Agreement,  the  Employee  will be
responsible  for  the  duties  set  out  in  Schedule  "A"  attached hereto (the
"Duties").

1.2     Devotion  of  Time.  The  parties  hereto acknowledge and agree that the
work  of  the  Employee  is  and will be of such a nature that regular hours are
insufficient  and  impractical and occasions may arise whereby the Employee will
be  required  to work more than eight (8) hours per day and/or five (5) days per
week.  It  is  also anticipated that the Employee may be required to work during
evenings,  Saturdays,  Sundays  and public holidays in order to properly perform
the Duties.  The Employee agrees that the consideration set forth herein will be
in full and complete satisfaction for such work and services, regardless of when
and  where  such work and services are performed.  The Employee further releases
the  Company  from  any claims for overtime pay or other such compensation which
may  accrue  to  the Employee by reason of any existing or future legislation or
otherwise.  Notwithstanding  the  foregoing,  the  Company  agrees

<PAGE>

that  so  long  as the Employee properly discharges the Duties, the Employee may
devote  the  remainder of his time and attention to other non-competing business
pursuits.

1.3     Business Opportunities the Property of the Company.  The Employee agrees
to communicate immediately to the Company all business opportunities, inventions
and  improvements in the nature of the business of the Company which, during the
term  of  this  Agreement,  the  Employee may conceive, make or discover, become
aware  of,  directly or indirectly, or have presented to him in any manner which
relates in any way to the Company, either as it is now or as it may develop, and
such  business  opportunities,  inventions  or  improvements  will  become  the
exclusive  property  of  the  Company  without any obligation on the part of the
Company  to  make  any  payments therefor in addition to the salary and benefits
herein  described  to  the  Employee.

1.4     No Personal Use.  The Employee will not use any of the work the Employee
performs  for  the Company for any personal purposes without first obtaining the
prior  written  consent  of  the  Company.

2.     SALARY,  BONUSES  AND  BENEFITS

2.1     Salary.  In  consideration  of  the  Employee  providing  the  services
referred to herein, the Company agrees to pay the Employee a monthly base salary
(the "Monthly Base Salary") of One Hundred Twenty Thousand US Dollars ($120,000)
less  applicable  deductions,  payable bi-weekly, plus the performance bonus and
stock  options  as  set  out  below,  subject  to  increase from time to time as
approved  by  the  Board  of Directors of the Company or as agreed to in writing
from  time  to  time  by  both  parties.

2.2     Benefits.  The  Company  will  provide,  maintain  and  pay  for:

(a)     medical  insurance  for  the  Employee  and  his  immediate family as is
provided  by  the  Company's  medical  services  plan;  and

(b)     such  extended  health  and  other  benefits  for  the  Employee and his
immediate  family  as are provided to other employees of the Company, subject to
the  eligibility  of  the  Employee.

2.3     Performance  Bonus.  The  Company will pay to the Employee a performance
bonus  for  the  year  ended  December  31, 2001 (the "Performance Bonus Year"):

(a)     in  the amount of ten percent (10%) of any amount of the gross margin on
all sales which exceed a gross margin on sales of $1,200,000 for the Performance
Bonus  Year;  and

(b)     for  subsequent  years,  in  such  amounts  and  upon  such  performance
objectives as is set from time to time by the Board of Directors of the Company,
or  as  amended  in  writing  from time to time by the Board of Directors of the
Company.

2.4     Stock  Options.  The Company has agreed to grant to the Employee options
(the  "Options")  to  purchase  a total of One Hundred Twenty Thousand (120,000)
common  shares  in

<PAGE>

the capital stock of the Company pursuant to the terms and conditions of a stock
option  agreement  to  be  entered  into  between  the Company and the Employee.

3.     VACATION

3.1     Entitlement  to  Vacation.  The  Company  acknowledges that the Employee
will  be  entitled  to an annual vacation of three (3) weeks.  The Employee will
use  his  best efforts to ensure that such vacation is arranged with the Company
in  advance  such  that it does not unduly affect the operations of the Company.

3.2     Increase  in  Vacation.  The  period set out in Section 3.1 above may be
increased  from  time  to  time  as agreed between the Employee and the Company.

4.     REIMBURSEMENT  OF  EXPENSES

4.1     Reimbursement  of  Expenses.  The  Employee  will  be reimbursed for all
reasonable  out-of-pocket  expenses  incurred  by  the  Employee in or about the
execution  of  the  Duties  contained  herein, including without limitation, all
reasonable  travel  and promotional expenses payable or incurred by the Employee
in  connection  with  the  Duties  under  this  Agreement.  All  payments  and
reimbursements  will  be made within ten (10) days of submission by the Employee
of  vouchers,  bills  or  receipts  for  such  expenses.

5.     CONFIDENTIAL  INFORMATION,  NON-COMPETE  AND  NON-SOLICITATION

5.1     Confidential Information.  The Employee will not, either during the term
of  this  Agreement  or  at  any  time  thereafter,  without specific consent in
writing,  disclose  or reveal in any manner whatsoever to any other person, firm
or  corporation,  nor  will  he/she use, directly or indirectly, for any purpose
other  than  the  purposes of the Company, the private affairs of the Company or
any  confidential  information  which he/she may acquire during the term of this
Agreement  with  relation  to  the  business  and  affairs  of the directors and
shareholders  of the Company, unless the Employee is ordered to do so by a court
of  competent  jurisdiction  or  unless required by any statutory or other legal
authority.

5.2     Non-Disclosure  Provisions.  The Employee will be subject to the further
non-disclosure  provisions  contained  in  Schedule  "B"  attached  hereto  and
incorporated  hereinafter  by  this  reference.

5.3     Non-Competition  and  Non-Solicitation.  The Employee agrees that during
the  period  of  the  Employee's employment with the Company and for a period of
twenty-four (24) months from the last payment of compensation to the Employee by
the  Company,  the  Employee  will  not engage in or participate in any business
activity  that  competes,  directly  or  indirectly,  with the businesses of the
Company  in  the  United  States or any other geographical location in which the
Company  carries  on  business.

5.4     Exception.  Notwithstanding  anything  to  the contrary contained herein
the  Employee may, without being deemed to compete, directly or indirectly, with
the  businesses  of  the

<PAGE>

Company  own  not more than twenty percent (20%) of any class of the outstanding
securities  of  any corporation listed on a securities exchange or traded in the
over-the-counter  market.

5.5     Non-Solicitation.  The  Employee agrees that for a period of twenty-four
(24)  months  following  the  termination  of  the Employee's employment for any
reason whatsoever, the Employee will not, whether as principal, agent, employee,
employer,  director,  officer,  shareholder  or  in  any  other  individual  or
representative  capacity, solicit or attempt to retain in any way whatsoever any
of  the  employees  of  the  Company  or  its  affiliates.

5.6     Provisions  Survive  Termination.  The provisions of this Section 5 will
survive  the  termination of this Agreement.  It is the desire and the intent of
the  parties  that  the provisions of this Section 5 shall be enforceable to the
fullest  extent  permissible  under the laws and public policies applied in each
jurisdiction  in  which  enforcement  is sought.  Accordingly, if any particular
portion of this Section 5 is adjudicated unenforceable in any jurisdiction, such
adjudication  shall  apply  only  in  that particular jurisdiction in which such
adjudication  is  made.

6.     TERM

6.1     Term.  This  Agreement  will  remain  in  effect  until  terminated  in
accordance  with  any  of  the  provisions  contained  in  this  Agreement.

7.     TERMINATION

7.1     Termination  by Employee.  Notwithstanding any other provision contained
herein, the parties hereto agree that the Employee may terminate this Agreement,
with  or  without  cause,  by  giving  three  (3) months' written notice of such
intention  to  terminate.

7.2     Resignation  or  Cessation  of  Duties.  In  the event that the Employee
ceases  to  perform  all of the Duties contained herein, other than by reason of
the  Employee's death or disability, or if the Employee resigns unilaterally and
on  his  own initiative from all of his positions, this Agreement will be deemed
to  be  terminated by the Employee as of the date of such cessation of Duties or
such  resignation,  and  the  Company  will  have  no  further obligations under
Sections  2.1  and  2.2  hereof.

7.3     Termination by Company.  The Company may terminate this Agreement at any
time  for  cause, but no such termination will in any way affect the obligations
of  the  Employee  to  the  Company  pursuant  to Section 5 hereof.  The parties
further  agree  that  except  for  termination  for  cause,  the Company may not
terminate  this  Agreement  without  payment  to  the  Employee of a termination
allowance  equivalent  to three (3) months of the Monthly Base Salary payable by
the Company to the Employee, regardless of the date of termination. For purposes
of  this  Section 7.3 and of the Employee's employment with the Company, "cause"
shall  include,  without  limitation,  the  following  circumstances:

(a)     if  the  Employee  has  committed  a  criminal  offence  involving moral
turpitude  or  has  improperly  enriched  himself at the expense of the Company;

(b)     if  the  Employee,  in  carrying  out his duties hereunder, (i) has been
wilfully and grossly negligent, or (ii) has committed wilful or gross misconduct
or,  (iii)  has

<PAGE>

failed  to  comply  with an instruction or directive from the Board of Directors
(and  which  is  not  otherwise  cured  within  thirty  (30)  days);

(c)     if  the  Employee  has  breached  a material term of this Agreement (and
which  is  not  otherwise  cured  within  thirty  (30)  days);

(d)     if  the  Employee becomes bankrupt or in the event a receiving order (or
any analogous order under any applicable law) is made against the Employee or in
the  event  the  Employee  makes  any  general disposition or assignment for the
benefit  of  his  creditors;  or

(e)     if the Employee is diagnosed as being afflicted by chronic alcoholism or
drug  addiction.

7.4     Death.  In  the  event  of  the death of the Employee during the term of
this  Agreement, this Agreement will be terminated as of the date of such death.

7.5     Disability.  In the event that the Employee will during the term of this
Agreement by reason of illness or mental or physical disability or incapacity be
prevented  from  or  incapable  of  performing  the  Duties  hereunder, then the
Employee will be entitled to receive the remuneration provided for herein at the
rate specified hereinbefore for the period during which such illness, disability
or  incapacity  continues.

8.     RIGHTS  AND  OBLIGATIONS  UPON  TERMINATION

8.1     Rights  and  Obligations.  Upon  termination  of  this  Agreement,  the
Employee  will deliver up to the Company all documents, papers, plans, materials
and  other property of or relating to the affairs of the Company, which may then
be  in  its  or  the  Employee's  possession  or  under  his  control.

9.     CLOSING

9.1     Closing  Date.  This  Agreement will be effective on the Effective Date.

9.2     Conditions  of Closing.  The parties hereto agree that it is a condition
of  the  effectiveness  of  this Agreement that the Company's Board of Directors
approve  this  Agreement.

10.     NOTICES  AND  REQUESTS

10.1     Notices and Requests.  All notices and requests in connection with this
Agreement  will  be  deemed  given  as  of  the  day they are received either by
messenger,  delivery  service,  or  mailed  by registered or certified mail with
postage  prepaid  and  return  receipt  requested  and  addressed  as  follows:

(a)     if  to  the  Company:

Merlin  Software  Technologies  International,  Inc.

<PAGE>

4199  Lougheed  Highway
Suites  200  and  201
Burnaby,  British  Columbia  V5C  3Y6
Canada
Attention:  President
Facsimile:  (604)  320-7277

with  a  copy  to:

CLARK,  WILSON
Suite  800-885  West  Georgia  Street
Vancouver,  British  Columbia  V6C  3H1
Attention:  Virgil  Hlus
Facsimile:  (604)  687-6314

(b)     If  to  the  Employee:

Kevin  O'Reilly
1212  10th  Avenue  #101
San  Francisco,  CA
94122

or to such other address as the party to receive notice or request so designates
by  written  notice  to  the  other.

11.     INDEPENDENT  PARTIES

11.1     Independent  Parties.  This  Agreement  is  intended  solely  as  an
employment  services  agreement  and  no  partnership,  agency,  joint  venture,
distributorship  or  other  form  of  agreement  is  intended.

12.     AGREEMENT  VOLUNTARY  AND  EQUITABLE

12.1     Agreement  Voluntary.  Each  of  the  parties acknowledges and declares
that  such  party  has  obtained  all  such professional advice (including legal
advice) as such party deems appropriate before executing this Agreement and that
such  party is relying wholly on its own judgment and knowledge and has not been
influenced to any extent whatsoever by any representations or statements made by
or  on  behalf  of  the  other  party regarding any matters dealt with herein or
incidental  thereto  save  as  set  out  herein.

12.2     Agreement  Equitable.  The parties further acknowledge and declare that
they  each  have  carefully  considered  and understand the provisions contained
herein,  including,  but  without  limiting the generality of the foregoing, the
Employee's  rights  upon  termination and the restrictions on the Employee after
termination  and agree that the said provisions are mutually fair and equitable,
and  that  they  executed this Agreement voluntarily and of their own free will.

<PAGE>

13.     CONTRACT  NON-ASSIGNABLE;  ENUREMENT

13.1     Contract Non-Assignable.  This Agreement and all other rights, benefits
and  privileges  contained  herein  may  not be assigned by the Employee without
consent.

13.2     Enurement.  The  rights,  benefits and privileges contained herein will
enure to the benefit of and be binding upon the respective parties hereto, their
heirs,  executors,  administrators  and  successors  and  permitted  assigns.

14.     ENTIRE  AGREEMENT

14.1     Entire  Agreement.  This  Agreement  represents  the  entire  Agreement
between  the  parties  and  supersedes  any  and  all  prior  agreements  and
understandings,  whether  written  or  oral,  between  the  parties.

14.2     Previous  Agreements  Cancelled.  Save  and  except  for  the  express
provisions  of this Agreement, any and all previous agreements, written or oral,
between  the  parties  hereto or on their behalf relating to the services of the
Employee  for  the  Company  are hereby terminated and cancelled and each of the
parties  hereby releases and further discharges the other of and from all manner
of  actions, causes of action, claims and demands whatsoever under or in respect
of  any  such  Agreement.

15.     WAIVER

15.1     Waiver.  No  consent  or waiver, express or implied, by either party to
or  of  any breach or default by the other party in the performance by the other
of  its obligations herein will be deemed or construed to be a consent or waiver
to  or  of  any  breach  or  default of the same or any other obligation of such
party.  Failure  on  the  part of any party to complain of any act or failure to
act, or to declare either party in default irrespective of how long such failure
continues, will not constitute a waiver by such party of its rights herein or of
the  right  to  then  or  subsequently  declare  a  default.

16.     SEVERABILITY

16.1     Severability.  If  any  provision  contained herein is determined to be
void  or  enforceable  in whole or in part, it is to that extent deemed omitted.
The  remaining  provisions  will  not  be  affected  in  any  way.

17.     AMENDMENT

17.1     Amendment.  This  Agreement  will  not be amended or otherwise modified
except  by a written notice of even date herewith or subsequent hereto signed by
both  parties.

18.     HEADINGS

18.1     Headings.  The  headings of the sections and subsections herein are for
convenience  only  and will not control or affect the meaning or construction of
any  provisions  of  this  Agreement.

<PAGE>

19.     GOVERNING  LAW

19.1     Governing  Law.  This Agreement will be construed under and governed by
the  laws  of  the  Province  of British Columbia and the federal laws of Canada
applicable  therein,  and  each party irrevocably and unconditionally submits to
the non-exclusive jurisdiction of the courts such state and all courts competent
to  hear  appeals therefrom and waives, so far as is legally possible, its right
to  have  any  legal  action  relating  to  this  Agreement  tried  by  a  jury.

20.     EXECUTION

20.1     Execution  in  Several Counterparts.  This Agreement may be executed by
facsimile  and  in  several  counterparts, each of which will be deemed to be an
original  and all of which will together constitute one and the same instrument.

IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement on the 4th
day  of  January,  2001.

MERLIN  SOFTWARE  TECHNOLOGIES  INTERNATIONAL,  INC.

Per: /s/ Trevor McConnell
     Authorized  Signatory

EXECUTED by KEVIN O'REILLY in the presence of:     )
                                                   )
                                                   )
Signature                                          )
                                                   )
Print Name                                                 /s/ Kevin O'Reilly
                                                   )           KEVIN O'REILLY
Address                                            )
                                                   )
                                                   )
Occupation                                         )



<PAGE>
                                  SCHEDULE "A"

The Employee shall have the title of Vice President of Marketing and will report
to  the  President  of  the  Company.

The  Employee's  duties  shall  include,  without  limitation,  the  following:

1.     assist  Jim Baglot, Vice President of Sales, in the first quarter of 2001
to  close  revenue  producing  agreements with current and prospective partners;

2.     for  the  period  of time that the Employee is living outside of Seattle,
Washington,  or the Vancouver, British Columbia areas; to spend a minimum of ten
(10)  days  per  month  at  the  Company's executive offices in Burnaby, British
Columbia;

3.     after  the  initial  six  (6) month period, the Employee will relocate to
Seattle,  Washington  or  Vancouver,  British  Columbia;  and

4.     all  other  duties  and responsibilities that are usually and customarily
performed  by  a  Vice  President  of  Marketing.

<PAGE>

                                  SCHEDULE "B"
                            NON-DISCLOSURE PROVISIONS
                            -------------------------

1.     CONFIDENTIAL  INFORMATION  AND  MATERIALS

(a)     "Confidential  Information"  will  mean,  for  the  purposes  of  this
Agreement,  non-public  information  which  the  Company  designates  as  being
confidential  or  which,  under  the  circumstances surrounding disclosure ought
reasonably  to  be  treated as confidential.  Confidential Information includes,
without  limitation,  information,  whether written, oral or communicated by any
other  means,  relating  to  the  Company's  released  or unreleased software or
hardware products, the marketing or promotion of any product of the Company, the
Company's  business  policies or practices, and information received from others
which the Company is obliged to treat as confidential.  Confidential Information
disclosed  to  the  Employee  by  any subsidiary and/or agents of the Company is
covered  by  this  Agreement.

(b)     Confidential  Information  will  not include that information defined as
Confidential  Information  hereinabove  which  the  Employee  can  exclusively
establish:

(i)     is  or  subsequently  becomes  publicly  available without breach of any
obligation  of  confidentiality  owed  by  the  Company;

(ii)     became  known to the Employee prior to disclosure by the Company to the
Employee;

(iii)     became  known  to  the  Employee  from a source other than the Company
other  than  by  the  breach  of  any obligations of confidentiality owed to the
Company;  or

(iv)     is  independently  developed  by  the  Employee.

(c)     Confidential  Materials  will  include all tangible materials containing
Confidential  Information,  including,  without  limitation,  written or printed
documents  and  computer  disks  or  tapes,  whether  machine  or user readable.

2.     RESTRICTIONS

(a)     The  Employee  will  not  disclose any Confidential Information to third
parties  for  a  period  of  one  (1)  year  following  the  termination of this
Agreement,  except  as  provided  herein.  However,  the  Employee  may disclose
Confidential  Information  during  bona  fide  execution  of  the  Duties  or in
accordance with judicial or other governmental order, provided that the Employee
will  give  reasonable  notice  to the Company prior to such disclosure and will
comply  with  any  applicable  protective  order  or  equivalent.

(b)     The  Employee  will  take  reasonable  security precautions, at least as
great  as  the precautions it takes to protect its own confidential information,
to  keep  confidential  the  Confidential  Information,  as defined hereinabove.

<PAGE>

(c)     Confidential  Information  and  Materials  may be disclosed, reproduced,
summarized  or distributed only in pursuance of the business relationship of the
Employee  with the Company, and only as provided hereunder.  The Employee agrees
to  segregate  all  such  Confidential Materials from the materials of others in
order  to  prevent  co-mingling.

3.     RIGHTS  AND  REMEDIES

(a)     The  Employee  will notify the Company immediately upon discovery of any
unauthorized  use or disclosure of Confidential Information or Materials, or any
other  breach  of  this  Agreement by the Employee, and will co-operate with the
Company  in  every  reasonable manner to aid the Company to regain possession of
said  Confidential  Information  or  Materials  and  prevent  all  such  further
unauthorized  use.

(b)     The  Employee  will  return  all  originals,  copies,  reproductions and
summaries  of  or relating to the Confidential Information at the request of the
Company  or,  at  the  option  of  the Company, certify destruction of the same.

(c)     The parties hereto recognize that a breach by the Employee of any of the
provisions  contained herein would result in damages to the Company and that the
Company  could not be compensated adequately for such damages by monetary award.
Accordingly,  the  Employee  agrees  that  in  the  event of any such breach, in
addition to all other remedies available to the Company at law or in equity, the
Company  will  be entitled as a matter of right to apply to a court of competent
jurisdiction  for such relief by way of restraining order, injunction, decree or
otherwise,  as  may  be  appropriate to ensure compliance with the provisions of
this  Agreement.

4.     MISCELLANEOUS

(a)     All  Confidential  Information  and  Materials  are  and will remain the
property of the Company.  By disclosing information to the Employee, the Company
does  not grant any express or implied right to the Employee to or under any and
all  patents,  copyrights,  trademarks, or trade secret information belonging to
the  Company.

(b)     All obligations created herein will survive change or termination of any
and  all  business  relationships  between  the  parties.

(c)     The Company may from time to time request suggestions, feedback or other
information  from  the  Employee  on  Confidential Information or on released or
unreleased  software  belonging  to  the  Company.  Any suggestions, feedback or
other disclosures made by the Employee are and will be entirely voluntary on the
party  of  said  Employee and will not create any obligations on the part of the

<PAGE>

Company  or  a  confidential  agreement  between  the  Employee and the Company.
Instead,  the Company will be free to disclose and use any suggestions, feedback
or other information from the Employee as the Company sees fit, entirely without
obligation  of  any  kind  whatsoever  to  the  Employee.