MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL INC.
                   (formerly AUSTIN LAND & DEVELOPMENT, INC.)
                        c/o 3675 Pecos-McLeod, Suite 1400
                               Las Vegas, NV 89121

January  14,  2000

The  Undersigned  Shareholders  of
Merlin  Software  Technologies  Inc.
Suite  420  -  6450  Roberts  Street
Burnaby,  B.C.
V5G  4B1

Dear  Sirs:

Re:  Purchase  by  Merlin  Software  Technologies  International  Inc. (formerly
Austin  Land  &  Development,  Inc.)(the "Purchaser") of 7,900,000 common shares
(the  "Shares")  in  the  capital  of  Merlin  Software  Technologies  Inc. (the
"Company"),  being  all  of  the  issued  and  outstanding  common shares of the
Company,  carrying  on  the  business  of computer software development from the
Vendors  listed  below  (the  "Principal Vendors") and other Shareholders of the
Company  (collectively  with  the  Principal  Vendors,  the  "Vendors")
--------------------------------------------------------------------------------

          We  are  writing  to  confirm  the terms and conditions upon which the
Vendors will sell, transfer and assign to the Purchaser and the Purchaser agrees
to  purchase  from  the  Vendors,  free  and  clear  from all liens, charges and
encumbrances,  the  Shares.

          The  basic  terms  and  conditions  of  such  purchase and sale are as
follows:

1.     The  Vendors  will  sell,  transfer  and  assign to the Purchaser and the
Purchaser  will  purchase from the Principal Vendors and all other Vendors, free
and  clear  from  all liens, charges and encumbrances (other than as approved in
writing  by  the  Purchaser),  the  Shares.

2.     The  closing  of  the purchase and sale of the Shares between the Vendors
and the Purchaser will take place on February 28, 2000 or such other date as may
be  agreed  to by the parties hereto (the "Closing Date").  The closing may take
place  by  exchange  of  the  appropriate  solicitor's  undertakings, which will
involve  each  party's  solicitors  delivering  to  his  or  her counterpart all
required  consideration  and documentation, to be held in trust and not released
until  all  required  closing  deliveries  have  been made and all conditions to
closing have been satisfied or waived by the party which has the benefit of such
conditions.

<PAGE>

3.     The  Purchase price ("Purchase Price") for the Shares will be the payment
on  the  Closing  Date  of 7,900,000 shares in the capital of the Purchaser at a
deemed  price  of  $----- (U.S.) per share (the "Purchase Shares") (one Purchase
Share  for  each Share).  The Vendors acknowledges that the Purchase Shares will
have  such  hold periods as are required under applicable securities laws, which
to  the  knowledge of the Purchaser is one (1) year in the United States, unless
any  of  the Vendors is an "affiliate" of the Purchaser, as that term is defined
under  U.S. securities laws.  Affiliates have additional restrictions.  Canadian
residents  may  require  an exemption order to resell their Purchase Shares. The
Purchase  Shares  will  be issued from treasury as fully paid and non-assessable
shares in the capital of the Purchaser and shall be free and clear of all liens,
charges and encumbrances.  The Purchase Shares will be exchanged for the Shares.

4.     The  Purchaser  will co-operate with the Vendors resident in the U.S. and
Canada  to file such elections under U.S. and Canadian tax laws so that the sale
of  the  Shares  can  be  made  on a tax deferred roll-over basis, if reasonably
available.

5.     The  Purchaser's  obligation  to  complete  the  purchase and sale of the
Shares  is  subject  to  the  following  conditions  precedent  which  are to be
satisfied,  as  applicable,  on  or  before  the  Closing  Date:

(a)     the  Purchaser  obtaining the consent from any parties from whom consent
to  the  exchange  of  the  Shares  is  required;

(b)     the Purchaser having reviewed and approved every material contract which
is  or  will  be  in  force  respecting  the  Company  or  related  companies;

(c)     the  Purchaser and its solicitors having had a reasonable opportunity to
approve  of all documentation in connection with the sale of the Shares from the
Vendors;

(d)     the  Vendors  executing a share for share exchange agreement (the "Share
Exchange  Agreement")  as  presented by the Vendors' solicitors and agreed to by
the Purchaser, and tendering their Shares in exchange for their pro rata portion
of  the  Purchase  Shares;  and

(e)     the  Company's Board of Directors approving the Share Exchange Agreement
and  obtaining  the  approval  of  the  necessary  majority  of  the  Vendors.

6.     The  conditions  set  forth  in  Clause  5  of this Agreement are for the
exclusive  benefit  of  the  Purchaser  and  may  be  unilaterally waived by the
Purchaser  in  whole  or  in  part  at  any  time.

7.     The  Vendors'  obligation to complete the purchase and sale of the Shares
is  subject  to the following conditions precedent which are to be satisfied, as
applicable,  on  or  before  the  Closing  Date:

<PAGE>

(a)     the  Vendors and their solicitors having had a reasonable opportunity to
approve  of  all  documentation in connection with the transactions contemplated
herein;

(b)     the  Vendors and their solicitors having had a reasonable opportunity to
perform  searches  and  other  due  diligence  reasonable  or  customary  in  a
transaction  of  a  similar nature to that contemplated herein and that both the
Vendors  and  their  solicitors  are  satisfied  with  the  results  of such due
diligence;

(c)     the representations and warranties of the Purchaser shall have been true
at  the  time  made  and  shall  be  true  as  at  the  Closing  Date;

(d)     the Purchaser delivering statutory declarations, as at the Closing Date,
in  a  form  satisfactory  to  the  Company,  the  Principal  Vendors  and their
respective  solicitors;  and

(e)     there  shall  have  been  no  adverse  material  change in the business,
operations  or  affairs, financial or otherwise, of the Purchaser since the date
of  this  Agreement.

8.     The  conditions  set  forth  in  Clause  7  of this Agreement are for the
exclusive  benefit  of the Vendors and may be unilaterally waived by the Vendors
in  whole  or  in  part  at  any  time.

9.     On  or  before  the Closing Date, the Purchaser will adopt a stock option
plan  ("Plan")  and  issue,  pursuant  to the Plan, 2,000,000 stock options (the
"Options")  to  acquire  common  shares  in  the  capital of the Purchaser at an
exercise  price  of  not  less than $1.00 per common share.  The Options will be
available  for  current and new employees and will be issued to an administrator
of  the  Plan  as  determined  by  the Company's directors.  The Options will be
distributed  at  the  discretion  of  the  board  of directors of the Purchaser.

10.     Before the Closing Date, the parties will prepare and execute formal and
comprehensive  agreements  containing  representations  and warranties and other
terms  reasonable  and  customary  in  transactions of a similar nature to those
contemplated  herein  as  prepared by the Vendors' and the Company's solicitors.

11.     Provided  that  the  conditions  precedent  to  this Agreement have been
fulfilled,  the  following  will  take  place  on  the  Closing  Date:

(a)     the  Principal  Vendors  will  indemnify and hold the Purchaser harmless
from  any  liabilities relating to the Shares and the Company accruing up to and
including  the  day  before the Closing Date and in particular, will ensure that
the  Company  has  paid  all  wages,  holiday  pay,  income  tax,  Pension Plan,
Unemployment  Insurance  and  other  compensation  payable  to or related to the
employees;  and

(b)     the  Purchaser  will  indemnify  and hold the Principal Vendors harmless
from  all  liabilities relating to the Shares and the Company from and after the
Closing Date and in particular, will ensure that the Company has paid all wages,
holiday  pay,  income  tax,  Pension  Plan,  Unemployment  Insurance  and  other
compensation  payable  to  or  related  to  the  employees.

<PAGE>

12.     At  the  Closing  Date,  the  Vendors  will  transfer  the Shares to the
Purchaser  free  from  any  outstanding  liens,  charges, claims or encumbrances
(except  as  approved  by  the  Purchaser) and execute all such documents as the
Purchaser's  solicitors  may  require  in order to effect such transfer.  At the
Closing  Date,  the Purchaser shall issue the Purchase Shares to the Vendors and
all  other  shareholders  of the Company pro rata in proportion to the number of
shares  each  such shareholder held in the capital of the Company, as fully-paid
and  non-assessable  shares  free  and  clear  of  all liens, charges, claims or
encumbrances.

13.     Each  party  will exercise all reasonable efforts and diligence and will
act  honestly  and  in good faith to cause the conditions specified herein to be
met  as  soon  as  practicable.

14.     The  Principal  Vendors represent and warrant to the Purchaser as of the
date  hereof  and  on  the  Closing  Date  that:

(a)     the  Principal  Vendors  have good and marketable title to their Shares,
free  from  any  encumbrances or claims, except as may be listed and approved by
the  Purchaser;

(b)     the Principal Vendors own an aggregate of 4,000,000 common shares in the
capital  of  the  Company;

(c)     as at January 1, 2000, the authorized capital of the Company consists of
50,000,000 common shares with par value of $0.001 per common share and 1,000,000
preferred  shares  with  a  par  value  of  $0.01  per  preferred  share;

(d)     as  at  January 1, 2000, 7,900,000 common shares and no preferred shares
were  issued  and  outstanding;

(e)     the  Board  of Directors of the Company has approved this Agreement, and
the  Principal Vendors have the authority to execute this Agreement on behalf of
the  Company,  and  to  bind  the  Company  by  their  signatures;

(f)     no person, firm, corporation or other entity has any right, agreement or
option,  present  or  future,  contingent  or  absolute, or any right capable of
becoming  a  right,  agreement or option to purchase or otherwise acquire any of
the  Shares,  or  any  other  common  or  preferred shares in the capital of the
Company;

(g)     the  Principal  Vendors  have disclosed to the Purchaser all liabilities
and  potential  liabilities  of  the  Company  of  which  they  are  aware;

(h)     all  of  the  assets of the Company are in good working order and to the
best  of  the  Principal  Vendors'  knowledge  contain  no  latent  defects;

(i)     the  Principal  Vendors are not aware of and have not failed to disclose
to  the Purchaser any change, event or circumstance which would adversely affect
the  Shares or assets of the Company or the prospects, operation or condition of
the  Company  or which would reasonably be considered to reduce the value of the
Shares  to  the  Purchaser;

<PAGE>

(j)     the  Principal  Vendors  have  not  made  any  untrue  statement  to the
Purchaser  and  have  not failed to state a material fact that is required to be
stated or that is necessary to prevent a statement that is made from being false
or  misleading  in  the  circumstances  in  which  it  was  made;

(k)     the  Principal  Vendors  have  disclosed  all contracts, engagements and
commitments,  whether  oral  or  written,  relating  to  the  Company;

(l)     all  licences, permits, approvals, consents, certificates, registrations
and  authorizations required in the ordinary course of the Company's business or
in  the  use  of  the  assets  of the Company have been obtained and are in good
standing  and  are not terminable on the basis of a transfer in ownership of the
Shares;  and

(m)     the  Principal  Vendors  will  us  their best efforts to have all of the
Vendors  agree  to  the transaction contemplated in this Agreement and to tender
their  Shares  in  exchange  for  their pro rata portion of the Purchase Shares;

15.     The  Purchaser  represents  and  warrants  to the Vendors as of the date
hereof  and  on  the  Closing  Date  that:

(a)     the  Purchaser  has  filed with all applicable securities and regulatory
authorities  (including  exchanges  and  markets)  all information and documents
required  to  be  filed  with  such  authorities  (the  "Public Record") and the
statements  set forth in the Public Record are true, correct and complete and do
not  contain any misrepresentation as of the date made and the Purchaser has not
filed  any  confidential  material  change  reports  or  similar  reports;

(b)     all  alterations,  if  any,  to  the  Articles  of  Incorporation of the
Purchaser  (or  its predecessors) have been duly approved by the shareholders of
the  Purchaser;

(c)     the  corporate records of the Purchaser, as required to be maintained by
it  under  its  statute of incorporation and constating documents, are accurate,
complete  and  current in all material respects and all material transactions of
the  Purchaser  have  been  properly and promptly recorded on its books or filed
with  its  records;

(d)     the  last  audited  financial statements of the Purchaser for the period
ended  September  30,  1999 (the "Financial Statements") are true and correct in
every  material  respect  and  have  been  prepared in accordance with generally
accepted  accounting principles and fairly reflect the financial position of the
Purchaser  as  at  the  date  of  such  Financial  Statements;

(e)     there  has  not  been  any  adverse  material  change  in  the business,
operations  or affairs, financial or otherwise, of the Purchaser since September
30,  1999,  being  the  date  of  the  Financial  Statements  of  the Purchaser;

<PAGE>

(f)     the  Purchaser  does not have any liability, due or accruing, contingent
or  absolute,  and  is  not  directly  or  indirectly  subject to any guarantee,
indemnity  or  other  contingent  or  indirect  obligation  with  respect to the
obligation  of  any  other  person  or  company  not  shown  or reflected in the
Financial  Statements;

(g)     after  the  date  of  the  Financial  Statements,  the Purchaser has not
engaged  in  any transaction or made any disbursement or assumed or incurred any
liability  or  obligation  or made any commitment, including without limitation,
any  forward  purchase commitment or similar obligation, to make any expenditure
which  would  materially  affect  its  financial  condition;

(h)     the Purchaser has disclosed to the Principal Vendors all liabilities and
potential  liabilities  of  the  Purchaser;

(i)     the  Purchase  Shares  when  issued  will  be  issued  as fully paid and
non-assessable  shares  free  and  clear  of  all  liens,  charges,  claims  or
encumbrances;

(j)     the Purchaser has been approved for, is currently and will be, as of the
Closing  Date,  trading  on  the National Association of Securities Dealers Inc.
Over-the-Counter  Bulletin  Board;

(k)     as  at January 1, 2000, the authorized capital of the Purchaser consists
of  50,000,000  common  shares  with  par  value  of  $0.001  per  common share;

(l)     as  at  January  1,  2000, 6,000,000 common shares in the capital of the
Purchaser  were  issued  and  outstanding;

(m)     no person, firm, corporation or other entity has any right, agreement or
option,  present  or  future,  contingent  or  absolute, or any right capable of
becoming  a  right,  agreement or option to purchase or otherwise acquire any of
the  common  shares  in  the  capital  of  the  Purchaser;

(n)     the  Purchaser  is  not  aware  of and has not failed to disclose to the
Principal Vendors any change, event or circumstance which would adversely affect
the  Purchaser's  common  shares or the prospects, operation or condition of the
Purchaser  or  which  would  reasonably be considered to reduce the value of the
Purchaser's  common  shares;

(o)     the Purchaser has not made any untrue statement to the Principal Vendors
and  has  not  failed  to state a material fact that is required to be stated or
that  is  necessary  to  prevent  a  statement  that is made from being false or
misleading  in  the  circumstances  in  which  it  was  made;

(p)     the  Purchaser has disclosed all contracts, engagements and commitments,
whether  oral  or  written,  relating  to  the  Purchaser;

<PAGE>

(q)     all  licences, permits, approvals, consents, certificates, registrations
and authorizations required for the Purchaser have been obtained and are in good
standing;  and

(r)     the  Purchaser  may  terminate  its current business obligations with no
liability  or  obligations  accruing.

16.     The  Vendors  acknowledge  that  the  Purchaser  is  a  company  with no
substantive business operations, other than as described in the Purchaser's Form
10-SB  filed  with  the  Securities  and  Exchange  Commission.

17.     Each  party will execute all other documents and perform and do all such
other acts and deeds as and when the same may be required to carry out the terms
and  intent  of  this  letter.

18.     This  Agreement  will  enure  to  the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and  permitted assigns.  This Agreement may not be assigned by any party without
the  prior  written  consent  of  the  others.

19.     This  Agreement  may  be executed 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.

20.     Each  party will be responsible for its own legal and other professional
fees  in  connection  with  the  purchase  and  sale  of  the  Shares.

21.     This Agreement is intended to be a binding agreement between the parties
subject  to  the  terms  and  conditions  hereof.

22.     This Agreement shall be governed by and construed in accordance with the
laws of the  State  of  Nevada  and  the  laws  of the United States applicable
therein.

          Enclosed  is  our cheque in the amount of $10.00.  If you agree to the
above terms, kindly retain the cheque, sign two copies of this letter signifying
your  approval and acceptance and return one fully executed letter to us at your
earliest convenience.  This offer is open for acceptance until January 15, 2000.
Yours  truly,

Merlin  Software  Technologies  International  Inc.  (formerly  Austin  Land  &
Development,  Inc.)

Per:  /s/ Martin Holt
     Authorized  Signatory

The  undersigned  hereby  agree to the foregoing terms of purchase and sale this
day  of  January,  2000.


/s/ Robert Heller
Robert  Heller

/s/ Gary Heller
Gary  Heller

/s/ Shelley Montgomery
Shelley  Montgomery