EXHIBIT 10.1

                               AMENDED TERM SHEET

                                  June 1, 200O

                          FOR DISCUSSION PURPOSES ONLY


          The  intent  of this document is to describe, for negotiation purposes
only, some key terms of the proposed investment in Inoize.com Software Ltd. (the
"Company")  by  Interlink  Systems  Inc.  ("Interlink").  This  document  is not
intended  to  be  a  binding  agreement  among  the  Company,  Interlink and the
shareholders  of  the  Company  with  respect  to the subject matter hereof. The
transaction  described  herein  may  be  subject  to  regulatory  approval  or
acceptance,  and  is  subject  to  final  due  diligence.

          The  terms  and conditions described in this Term Sheet, including its
existence,  shall  be confidential information and shall not be disclosed to any
third  party  other  than  each  party's  financial,  tax  and  legal  advisors.

Parties:            Alistair  Fraser,  Craig Hamilton, Jeff Beis, Tech Knowledge
                    Consulting  Inc.,  Brendan  Mumey  (collectively,  the
                    "Founders"),  the  Company  and  Interlink

Investment:         Interlink  is  proposing  to  invest  up  to  $250,000  (the
                    "Purchase Price") for up to l/3 of the Class B Common shares
                    of  the  Company  that  are outstanding after the investment
                    (the "Acquired Shares"), as to be agreed by the parties. The
                    general structure and terms of the acquisition are set forth
                    below.

Pre-Closing         Incorporation  -  The  Company  will  be  incorporated  as a
Organization:       -------------
                    British  Columbia  corporation.  The  share  capital  of the
                    Company  shall  consist  of  the  following:

                    -    Class A Common voting, non-participating shares (the "A
                         Common  shares");

                    -    Class  B  Common  voting,  participating shares (the "B
                         Common  shares";  and

                    -    Preference,  non  voting,  non  participating,  non
                         retractable,  redeemable  shares  (the  "Preference
                         shares").

                    Purchase  of  Software  -  Following  its incorporation, the
                    ----------------------
                    Company  will  purchase  the Inoize software and all related
                    intellectual  property  rights  (the  "Software")  from  the
                    Founders for the Software's fair market value of $600,000 by
                    way  of  a  Section  85  Asset  Purchase  Agreement.  As
                    consideration  for  the  Software,  the  Company  will issue
                    5,000,000  Class  B  Common  shares  to  the  Founders.

                    Legal  Costs  -  The  legal  and  accounting  costs  of  the
                    ------------
                    incorporation  and  the  asset purchase transaction shall be
                    borne  by  the  Company

Subscription for    Subscription  Agreement  -  On  or  about  June 9, 2000 (the
Class  B  Common    -----------------------
shares  by  US      "Closing Date"), the Company and Interlink will enter into a
                    Subscription  Agreement,  the terms to be agreed between the
                    parties,  which  provides,


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Minerals            subject  to  agreement  between  the parties, that Interlink
                    will  receive  the  Acquired  Shares for the Purchase Price.

                    Shareholders'  Agreement  -  On  the  Closing  Date,  and
                    -----------------------
                    concurrent with the execution of the Subscription Agreement,
                    the  Company,  Interlink  and the Founders will enter into a
                    Shareholders'  Agreement  on  terms to be agreed between the
                    parties.  The  Shareholders'  Agreement  will  include  the
                    following  terms:

                    -    the  Company  shall have three directors, and Interlink
                         shall  have  the  right  to  appoint  one  director;

                    -    before  allotting  new  Class  B  Common  shares,  the
                         directors  of  the  Company  must  offer  those  shares
                         proportionately to the existing holders of issued Class
                         B  Common  shares;

                    -    Interlink  shall  have  the  right  to  match  future
                         financing  of  the  Company;

                    -    all shareholders shall be prohibited from selling their
                         Class  B  Common  shares  for one year from the Closing
                         Date;

                    -    no  shareholder may sell its Class B Common shares to a
                         third  party  unless  that  third  party is prepared to
                         purchase  all  issued  Class  B  Common  shares  in the
                         Company;  and

                    -    all  Company  cheques  over  $5,000  shall  require the
                         signature  of  both  an authorized agent of the Company
                         and  an  authorized  agent  of  Interlink.

                    Closing  Payment  -  As well as other terms agreed to by the
                    ----------------
                    parties, on Closing, and upon execution of the Shareholders'
                    Agreement and Subscription Agreement, Interlink will pay the
                    Purchase  Price  to  the Company in cash, less the amount of
                    $100,000  already  loaned  to  the Company as of the Closing
                    Date.


INOIZE.COM  SOFTWARE  LTD.

By: ________________________________           _______________________________
    Authorized  Signatory                      ALISTAIR  FRASER


TECHKNOWLEDGE  CONSULTING  INC.

By: ________________________________           _______________________________
    Authorized  Signatory                      CRAIG  HAMILTON


    ________________________________           _______________________________
    JEFF  BEIS                                 BRENDAN  MUMEY


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INTERLINK  SYSTEMS  INC.

By: ________________________________
    Authorized  Signatory



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