MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                          3675 Pecos-McLeod, Suite 1400
                            Las Vegas, Nevada  89121

Mr.  Gary  Heller
1409  North  Cove  Blvd.
Longwood,  FL  32750

Dear  Mr.  Heller:

          We  wish  to  confirm  the  terms  and conditions concerning your (the
"Executive")  employment  by  Merlin  Software  Technologies International, Inc.
and/or  its  successors  (the  "Company").  The  terms  and  conditions  of  the
Executive's  employment  with  the  Company  are  set  forth  below.

1.     Position  and  Responsibilities

(a)     The Executive shall have executive responsibility for the management and
development  of  the Company and its affiliates (collectively referred to as the
"Merlin  Software  Group").  The  Executive  acknowledges  that  the Company has
entered  into arrangements whereby it has agreed to procure management services,
including those of the Executive, to the Merlin Software Group and the Executive
therefore  agrees  to  provide his services to such affiliates of the Company as
may  be  directed  by  the  board  of  directors  of  the Company (the "Board of
Directors") from time to time.  In order to carry out such responsibilities, the
Executive  shall  hold the office of the Secretary and Chief Information Officer
of  the  Company  and  shall  be  a  director of the Company and its affiliates.

(b)     The  Executive shall fully and faithfully perform such duties and fulfil
such obligations commensurate with the office of Secretary and Chief Information
Officer,  as shall be directed by the Board of Directors from time to time.  The
Executive  shall  devote  his  full time and attention using his best efforts to
apply  his  skill  and experience to perform his duties hereunder and to promote
the  interests  of  the  businesses  and  projects  of the Merlin Software Group
provided  that the Executive shall not be precluded from pursuing other business
interests  or  holding  positions in other companies which do not interfere with
the  Executive's ability to carry out his responsibilities hereunder, and do not
otherwise  contravene  the  requirements  of  this  Agreement.

(c)     The  Executive's business offices shall be located in Vancouver, British
Columbia or Phoenix, Arizona, as applicable, or in such other place or places as
may  be  directed  by  the  Board  of  Directors  from  time to time in order to
effectively  carry out the business of the Merlin Software Group, subject to the
Executive's  agreement,  acting  reasonably, with respect to any changes in such
locations  determined  by  the  Board  of  Directors  following the date hereof.

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2.     Term

(a)     The  term  of the Executive's employment pursuant to this Agreement (the
"Term")  shall  begin  on  January  19, 2000 (the "Commencement Date") and shall
continue  until  otherwise  terminated in accordance with the provisions of this
Agreement.

3.     Compensation

(a)     For  services  rendered  by  the  Executive  during  the  Term  of  this
Agreement,  the  Executive  shall  be  paid  a  salary, payable in equal monthly
instalments  on the 25th of the month, at an annual rate of US$120,000, together
with  any annual bonuses (payable in cash and/or common shares in the capital of
the  Company)  as may be determined and awarded by the Board of Directors.  Such
salary shall be reviewed annually and may be increased at the sole discretion of
the  Board  of  Directors  taking  into  account, among other things, individual
performance  and  general  business  conditions.

(b)     All  payments  made  to  the  Executive  in connection with his services
hereunder  shall  be  subject  to, without limitation, all applicable income and
withholding  taxes,  if  any, and other applicable deductions and taxes.  If for
any  reason  any  amount  required  to  be  withheld  is  not so withheld at the
Executive's request, the Executive agrees to reimburse and indemnify the Company
for  any  taxes,  fines  or  costs  arising  therefrom.

4.     Benefits,  Perquisites  and  Business  Expenses

(a)     The  Executive shall be entitled to participate in the Stock Option Plan
of  the Company on such terms as may be determined by the Board of Directors and
in  addition,  shall  be  entitled to those perquisites as mutually agreed upon,
from  time  to time, by the Company and the Executive.  The Executive shall also
participate  in  all  employee  benefit  programs  made  generally  available to
employees  of  the  Merlin  Software  Group  from  time  to  time.

(b)     The Executive will be reimbursed for all reasonable expenses incurred by
him in connection with the conduct of the business of the Merlin Software Group.
Such  expenses  shall  be  reimbursed  within  15 days following presentation of
sufficient  evidence  of  such  expenditures, provided that the expenditures are
consistent  with the policies and directives of the Board of Directors from time
to  time.  Presentation of expense reports will be accepted on the 15th and 30th
of  each  month.

5.     Vacation  and  Holidays

(a)     The  Executive  shall  be  entitled  to  seven (7) days as deemed public
holidays  and,  in  addition, to ten (10) business days paid vacation, three (3)
sick days unless otherwise necessary and five (5) personal days during each year
of  the  Executive's  employment  hereunder.  The paid vacation will increase to
fifteen  (15)  days for the second and subsequent years.  Such vacation shall be
utilized  by  the Executive at such time or times as do not materially interfere
with  the  ongoing  conduct  of  the  Company's  business  and  operations.

6.     Termination  of  Employment

(a)     The Company shall be entitled to terminate the Executive's employment at
any  time  without  cause,  and  at the Company's sole discretion, by giving the
Executive  three  (3)  months  prior  written  notice  of the termination of the

<PAGE>

Executive's  employment  or  in lieu of such notice either by (i) payment to the
Executive,  within  ten  (10) days of the date of termination of the Executive's
employment,  an  amount  equal  to twelve (12) months of the Executive's monthly
salary  payments or (ii) continuing the Executive's monthly salary payments, for
a  period  of twelve (12) months from the date of termination of the Executive's
employment.  In the event of termination of the Executive's employment hereunder
without  cause,  the  Executive  shall  be  immediately  relieved  of all of his
responsibilities  and  authorities  as  an officer, director and employee of the
Company and the Merlin Software Group effective as of the date of termination of
the Executive's employment fixed by the Company.  In the event of termination of
the  Executive's  employment without cause or notice, the rights and benefits of
the  Executive  under employee benefit plans and programs of the Merlin Software
Group  (other  than  rights  under  the Stock Option Plan of the Company) shall,
unless  prohibited  by  the  relevant plan, be continued for the three (3) month
period  following the date of termination of the Executive's employment.  If any
such benefit or program cannot be continued for such three (3) month period, the
Executive shall be entitled to receive a cash payment equal to the value of such
benefits for such period.  The Executive's rights under the Stock Option Plan of
the  Company  shall  be determined in accordance with the terms of such plan and
any  options  granted  to  the  Executive.

(b)     The Company shall be entitled to terminate the Executive's employment at
any time for cause without notice and without any payment in lieu of notice.  In
the  event  of  a  termination  of  the  Executive's  employment  for cause, the
Company's  obligations  hereunder  shall immediately cease and terminate and the
Executive  shall  be  immediately  relieved  of  all of his responsibilities and
authorities  as  an officer, director and employee of the Merlin Software Group,
and  in  such an event there will be no continued salary payments by the Company
to  the  Executive  and  any rights and benefits of the Executive under employee
benefit  plans  and  programs  of  the  Company  will  immediately  terminate in
accordance  with  the  terms  of  such plans and programs.  For purposes of this
paragraph 6(b) and of the Executive's employment with the Company, "cause" shall
include,  without  limitation,  the  following  circumstances:

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

(ii)     the  Executive,  in  carrying  out  his  duties hereunder, (i) has been
wilfully and grossly negligent, or (ii) has committed wilful or gross misconduct
or,  (iii)  has failed to comply with an instruction or directive from the Board
of  Directors  (and  which  is  not  otherwise  cured  within thirty (30) days);

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

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

<PAGE>

(v)     the  Executive  shall  be  diagnosed  as  being  afflicted  by  chronic
alcoholism  or  drug  addiction.

(c)     Termination  of  the Executive's employment for cause shall be effective
upon  the date of the notice of termination given to the Executive and the lapse
of  any  applicable  cure  period  without remedy of the matters set out in such
notice.

(d)     The  Executive's  employment  shall terminate automatically upon written
notice  from the Company in the event of the Executive's absence or inability to
render the services required hereunder due to disability, illness, incapacity or
otherwise  for  an  aggregate of one hundred eighty (180) days during any twelve
(12)  month  period  of  the  Term,  provided  that  such  disability,  illness,
incapacity  or other cause has not occurred during the execution of the business
of the Merlin Software Group by the Executive.  In the event of any such absence
or  inability,  the  Executive  shall  be  entitled  to receive the compensation
provided  for  herein  for  the  first  ninety (90) days thereof, whereafter the
Executive shall only be entitled to receive such compensation, if any, as may be
determined  by  the  Board  of  Directors.

(e)     In  the  event  of  the  death  of the Executive during the Term of this
Agreement, the Executive's salary will be paid to the Executive's spouse through
the  end  of  the third month following the month in which the Executive's death
occurs.  Rights  and  benefits of the Executive under employee benefit plans and
programs  of  the  Company,  including  life  insurance,  will  be determined in
accordance  with  the  terms  and  conditions  of  such  plans  and  programs.

(f)     The  Executive  agrees  that, upon termination of his employment for any
reason  whatsoever,  the Executive shall thereupon be deemed to have immediately
resigned any position the Executive may have as an officer, director or employee
of  the  Company  together with any other office, position or directorship which
the  Executive may hold with any of the Company's affiliates or related entities
in  the  Merlin  Software  Group, including without limitation, the Company.  In
such  event,  the  Executive  shall,  at  the  request of the Company, forthwith
execute  any  and  all documents appropriate to evidence such resignations.  The
Executive  shall not be entitled to any payments in respect of such resignations
in  addition  to  those  provided  herein.

(g)     It  is  expressly  agreed  that  notwithstanding  termination  of  the
Executive's  employment  Company for any reason or cause or in any circumstances
whatsoever,  such  termination  shall  be  without  prejudice  to the rights and
obligations  of  the  Executive  and the Company respectively in relation to the
time  up  to  and  including  the  date  of  termination  and  the provisions of
paragraphs  3(b), 6, 7, 8 and 9 of this Agreement, all of which shall remain and
continue  in  full  force  and  effect.

7.     Change  of  Control

(a)     As  used  in this paragraph 7, a "Change of Control" shall have occurred
when:

(i)     any  person,  corporation, company or other entity or combination of any
such  persons, corporations, companies or other entities acquires or becomes the
beneficial  owner of, directly or indirectly, whether through the acquisition of
previously  issued  and  outstanding  voting  securities or of voting securities
which  have  not been previously issued, or any combination thereof or any other
transaction  having  a  similar effect, a sufficient number of securities of the
Company  to  affect  materially the control of the Company or 20% or more of the
voting  securities  of  the  Company;

<PAGE>

(ii)     any  resolution  is  passed  or  any action or proceeding is taken with
respect  to  the  liquidation,  dissolution  or  winding-up  of  the  Company;

(iii)     20%  or  more  of  the issued and outstanding voting securities of the
Company  become  subject  to  a  voting  trust;

(iv)     the  Company consolidates or merges with or into, amalgamates or enters
into a statutory arrangement with any other corporation, company or other entity
(other  than  a  wholly-owned or majority controlled subsidiary of the Company);

(v)     the  Company  sells,  leases or otherwise disposes of property or assets
aggregating  more than 50% of the consolidated assets of the Company measured by
book  or  fair  market  value,  whether  pursuant  to  one or more transactions;

(vi)     any  person,  corporation, company or other entity not part of existing
management  of  the  Company or any person, corporation, company or other entity
not  controlled  by the Company or any affiliate of the Company, enters into any
arrangement  to  provide all or substantially all the management services to the
Company;

(vii)     there shall be a change in a majority of the board of directors of the
Company  whether  as  a  result  of  a  shareholders  meeting  or as a result of
appointments  made in filling vacancies caused by resignations of members of the
board  of  directors;  or

(viii)     the  Company  enters  into any transaction or arrangement which would
have  the  same  or  similar effect as the transactions referred to in paragraph
6(a)(ii),  (iii),  (iv),  (v)  or  (vi)  above.

(b)     If  a  Change  in  Control  occurs:

(i)     for  a  period  of  six  (6)  months following the date of the Change of
Control,  the Executive shall have the right to elect that the Change of Control
is  a  termination  of his employment by the Company which shall be deemed to be
termination  of the Executive's employment without cause by the Company.  If the
Executive notifies the Company of this election in writing, or in the event that
the Company shall terminate the Executive's employment without cause during such
period  of  six  (6)  months  following  the  date of the Change of Control, the
Executive  shall  be  entitled  to  receive  and  the  Company  shall pay to the
Executive an additional severance payment of US$240,000 or two (2) years salary,
whichever  is  greater, plus 700,000 common shares of the Company.  The payments
set  out  in  this  paragraph  7  are  in  addition to any other rights provided
hereunder  with  respect  to  termination  of the Executive's employment without
cause.  If  the  Executive  does  not  elect  termination,  this  Agreement will
continue  in  full  force  and  effect  in  accordance  with  its  terms.

8.     Non-Competition  and  Non-Solicitation

(a)     The  Executive  agrees  that  during  the  period  of  the  Executive's
employment with the Company and for a period of twelve (12) months from the last
payment of compensation to the Executive by the Company, the Executive shall not
engage  in  or  participate  in any business activity that competes, directly or
indirectly,  with  the businesses of the Merlin Software Group, in North America
and Europe or any other geographical location in which the Merlin Software Group
carries  on  business.

<PAGE>

(b)     Notwithstanding  anything to the contrary contained herein the Executive
may,  without  being  deemed  to  compete,  directly  or  indirectly,  with  the
businesses  of  the Merlin Software Group 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.

(c)     The  Executive  agrees that for a period of twelve (12) months following
the  termination  of  the  Executive's employment for any reason whatsoever, the
Executive  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 the Merlin Software Group, provided however, that the Executive shall
not  be  precluded  from soliciting or retaining employees of the Company or the
Merlin  Software  Group  in  the  event  of  a  termination  of  the Executive's
employment  as a result of a material breach by the Company of the provisions of
this Agreement, or in the event that the Executive's employment is terminated or
deemed  to  be  terminated  by  the  Company  without  cause  (including without
limitation,  pursuant  to  paragraph  6  hereof).

(d)     It  is  the  desire and the intent of the parties that the provisions of
this  paragraph  8  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 paragraph 8 is
adjudicated unenforceable in any jurisdiction such adjudication shall apply only
in  that  particular  jurisdiction  in  which  such  adjudication  is  made.

9.     Confidential  Information

(a)     The  Executive  agrees  not  to  disclose, either while in the Company's
employ  or  at  any  time  thereafter  to  any person not employed by the Merlin
Software  Group  or not engaged to render services to the Merlin Software Group,
any  trade  secrets  or  confidential  information  of or relating to the Merlin
Software  Group  or its businesses obtained by the Executive while in the employ
of  the  Company;  provided, however, that this provision shall not preclude the
Executive  from these or disclosure of information known generally to the public
(other  than  that  which  the  Executive  may  have disclosed in breach of this
Agreement)  or  of  information  required  to be disclosed by law or court order
applicable  to  the  Executive  or information authorized to be disclosed by the
Board  of  Directors.

(b)     The  Executive  also  agrees that upon leaving the Company's employ, the
Executive  will not, without the prior written consent of the Board of Directors
of  the  Company,  take  originals  or  copies  of  any  drawing,  blueprint,
specification, report, shareholder list, or other document belonging or relating
to  the  Merlin  Software  Group.

<PAGE>

10.     Independent  Advice

(a)     This  Agreement  was  prepared  by  the Company.  The Executive has been
asked  to  obtain independent legal advice before signing this Agreement and the
Executive  represents by signing this Agreement that he has either obtained such
advice  or  waived  such  advice.

11.     Counterparts  and  by  Facsimile

(a)     This  Agreement  may  be  executed  in  one  or  more  counterparts, any
counterpart  delivered  via  facsimile shall be deemed an original, and all such
counterparts,  taken  together,  shall  constitute  one and the same instrument.

12.     Further  Assurances

(a)     Each  of the Company and the Executive agrees to make, do and execute or
cause  to  be  made,  done and executed all such further and other things, acts,
deeds,  documents,  assignments and assurances as may be necessary or reasonably
required  to  carry  out  the  intent  and  purpose  of this Agreement fully and
effectually.  Without  limiting  the  generality  of  the foregoing, the Company
shall  take  all  reasonable steps in order to structure the payment or payments
provided  for in this Agreement in the manner most advantageous to the Executive
with  respect  to  the  provisions  of  the  Income  Tax Act (Canada) or similar
legislation  in  place  in  the  jurisdiction  of  residence  of  the Executive.

13.     Severability

(a)     Any  provision of this Agreement which contravenes any applicable law or
which is found to be unenforceable shall, to the extent of such contravention or
unenforceability,  be  deemed severable and shall not cause this Agreement to be
held  invalid  or  unenforceable  or affect any other provision or provisions of
this  Agreement.

14.     Notices

(a)     Any  notices,  requests, demands or other communications provided for by
this  Agreement  shall be in writing and shall be sufficiently given when and if
mailed  by  registered  or  certified  mail,  return  receipt requested, postage
prepaid,  or sent by personal delivery, overnight courier or by facsimile to the
party  entitled thereto at the address stated at the beginning of this Agreement
or  at  such  other address as the parties may have specified by similar notice.

(b)     Any  such  notice  shall  be  deemed delivered on the fifth business day
following  the mailing thereof if delivered by prepaid post or if given by means
of  personal  delivery  on  the  day of delivery thereof or if given by means of
overnight  courier or facsimile transmission on the first business day following
the  dispatch  thereof.

15.     Entire  Agreement

(a)     This  Agreement contains the entire agreement between the parties hereto
with  respect  to  matters  herein  and  supersedes  all  prior  agreement  and
understandings,  oral  or  written,  between the parties hereto relating to such
matters.

<PAGE>

16.     Assignment

(a)     Except  as  herein  expressly  provided,  the  respective  rights  and
obligations  of  the Executive and the Company under this Agreement shall not be
assignable  by  either  party without the written consent of the other party and
shall, subject to the foregoing, enure to the benefit of and be binding upon the
Executive  and  the  Company and their permitted successors or assigns.  Nothing
herein  expressed  or implied is intended to confer on any person other than the
parties  hereto  any  rights,  remedies,  obligations or liabilities under or by
reason  of  this  Agreement.

17.     Applicable  Law

(a)     This  Agreement  shall  be deemed a contract under, and for all purposes
shall  be governed by and construed in accordance with, the laws of the State of
Nevada.  Each  of the parties hereto hereby irrevocably submit and attorn to the
non-exclusive  jurisdiction  of  the  courts  of  Nevada  with  respect  to  any
proceedings  brought  in respect of this Agreement or the subject matter hereof.

18.     Amendment  or  Modification;  Waiver

(a)     No  provision  of  this  Agreement  may be amended or waived unless such
amendment  or  waiver  is  authorized  by  the Company (including any authorized
officer  or  committee  of the Board of Directors) and is in a writing signed by
the  Executive  and  by  a  duly  authorized  officer of the Company.  Except as
otherwise  specifically  provided  in  this Agreement, no waiver by either party
hereto  of  any  breach by the other party of any condition or provision of this
Agreement  to  be  performed  by  such other party shall be deemed a waiver of a
similar  or dissimilar breach, condition or provision at the same time or at any
prior  or  subsequent  time.

19.     Currency

(a)     Unless  otherwise  provided,  all  dollar  amounts  referred  to in this
Agreement  are  in  lawful  money  of  the  United  States.

          If  you  are  in  agreement  with  the foregoing terms and conditions,
please  confirm  your acceptance by signing and returning the enclosed duplicate
copy  of  this  correspondence.

MERLIN  SOFTWARE  TECHNOLOGIES  INTERNATIONAL,  INC.

Per:     /s/  Robert  Heller
         -------------------
         Authorized  Signatory

Accepted  and  agreed  as  of  the  8th  day  of  March,  2000.

Per:     /s/  Gary  Heller
         -----------------
         Gary  Heller