Agreement
     This  AGREEMENT, made as of the 15th day of February, 2000 by and between a
                                     ----        --------  ----
Merlin  Software  corporation  with  principal  offices  at  ("VENDOR") and Ebiz
Enterprizes,  Inc.  ("Ebiz")  DBA  "TheLinuxStore.com".

                                   WITNESSETH

WHEREAS,  Ebiz  desires  to  purchase  certain Products from VENDOR from time to
time;  and

WHEREAS,  VENDOR desires to sell certain Products to Ebiz in accordance with the
terms  and  conditions  set  forth  in  this  Agreement;  and

WHEREAS,  VENDOR  desires to appoint Ebiz as its distributor to market, sell and
distribute  the  Products  via  the  internet  and  direct  sales  force;

NOW,  THEREFORE,  by  reason  of the premises and in consideration of the mutual
covenants  hereinafter set forth, and other good and valuable consideration, the
parties  hereby  agree  as  follows:

1.     APPOINTMENT  AND  AUTHORITY  OF  DISTRIBUTOR

(a)     Appointment.  Subject  to  the  terms  and  conditions set forth herein,
VENDOR  hereby  appoints  Ebiz  as  an  authorized  (exclusive/non-exclusive)
Distributor  for  the  Products,  and  Ebiz  hereby  accepts  such  appointment.

     (b)     Independent  Contractors.  The  relationship  of  VENDOR  and  Ebiz
established  by  this  Agreement is that of independent contractors, and nothing
contained  in  this  Agreement  shall  be construed to (I) give either party the
power  to  direct  and  control  the day-to-day activities of the other, or (ii)
allow either party to create or assume any obligation on behalf of the other for
any  purpose  whatsoever.

2.     TERMS  OF  PURCHASE  OF  PRODUCTS  BY  DISTRIBUTOR

     (a)     Terms  and  Conditions.  All  purchases  of  Products  by Ebiz from
VENDOR  during  the  term  of  this  Agreement shall be subject to the terms and
conditions of this agreement, except as otherwise agreed to in writing signed by
the  party  against  whom  the  enforcement  thereof  is  sought.

     (b)     Prices.  The  purchase  price  to  Ebiz  for  each  of the Products
("Purchase  Price")  shall  be as set forth in Exhibit "A" attached hereto or as
otherwise agreed upon by the parties, and may be confirmed at the time of order.
Ebiz  shall  not  be  bound  by  any  of  VENDOR's  suggested  prices.

     (c)     Most  Favoured  Pricing  and  Terms.  VENDOR  represents  that  the
pricing,  terms  and  conditions  set  forth  in  Manufacturer's  current  price
represents  VENDOR's  most  favorable  pricing  offered  to  any  other  parties
purchasing  similar  quantities  of  the  Product.

<PAGE>

VENDOR has the right at any time to revise the prices in Exhibit "A" with thirty
(30)  days advance written notice to Ebiz; provided, however, that such adjusted
pricing  will  continue  to  represent the most favorable pricing available from
VENDOR  for  similar distributors.  VENDOR further guarantees that Ebiz shall be
entitled  to  the  best  available  net  pricing  of  any VENDOR-sponsored price
discounts,  promotional  discounts  or  other  special  prices  and programs for
similar  distributors.

     (d)     Price  Protection.  VENDOR  shall grant to Ebiz a retroactive price
credit  for  the  full  amount  of  any  VENDOR  price  decrease on all Products
purchased  within  sixty  (60)  days  of  shipment,  on order, in transit on the
effective date of such price decrease.  Ebiz shall, within sixty (60) days after
receiving  written notice of the effective date of the price decrease, provide a
list  of all Products for which it claims a credit.  VENDOR shall have the right
to  a  reasonable  audit  at  VENDOR's  expense  unless  such  audit discloses a
discrepancy  in Ebiz's favor, in which case Ebiz pays for the audit.  All orders
scheduled  for shipment or in transit to Ebiz at the time of notice of the price
decrease  shall  be  adjusted  to  the  decreased  price.

     (e)     Price Increase. VENDOR shall have the right to increase prices from
time to time, upon written notice to Ebiz not less than sixty (60) days prior to
the  effective  date  of  such  increase.

Payment.  Except as otherwise set forth herein, any undisputed sum due to Vendor
pursuant  to  this  Agreement  shall be payable as follows: net thirty (30) days
after  the  invoice     receipt.  Interest  will  be charged at 18% per annum on
late  payments.  VENDOR  shall  invoice  Ebiz  no  earlier  than  the applicable
shipping  date  for  the  Products  covered  by  such invoice.  The due date for
payment  shall  be extended during any time the parties have a bona fide dispute
concerning  such  payment.  Notwithstanding anything herein to the contrary, for
the  initial  order only, payment terms shall be net 90 days and Ebiz may return
any  of  the  initial  order  for  full  credit.

(g)     Cancellation  and/or  Reschedule  of  Orders.  Ebiz  may  cancel  and/or
reschedule  any  shipment  of  Product  upon  payment  of Vendor's then standard
charges  for  such  cancellation  or  rescheduling  charge.  Notwithstanding the
foregoing  sentence,  Ebiz  may  not  after  or  cancel  any  Purchase Order for
Customized Products after such time as the Products have been altered to a point
where  such  Products are no longer capable of resale by VENDOR after reasonable
efforts.

     (h)     Product  Allocation.  VENDOR  reserves  the  right  to allocate its
inventory  of  Products in such a manner as it may determine, provided, however,
VENDOR  agrees  that  it  will use reasonable commercial efforts to provide Ebiz
with  Product  on  a  percentage  equal  to the same percentage as VENDOR's like
customers  purchasing  like  volume  of  same  Products.

3.     DELIVERY  AND  ACCEPTANCE  OF  PRODUCTS

(a)     Delivery.  VENDOR shall use reasonable commercial efforts to deliver the
Products to Ebiz at the location shown and on the delivery date set forth in the
applicable

<PAGE>

Purchase  Order  or  as  otherwise  agreed  upon  by  the  patties.  Charges for
transportation  of  the  Products  shall  be  paid  by  VENDOR.

     (b)     Title and Risk of Loss. FOB, Ebiz dock to include state and country
Title to Products shall pass to Ebiz at the time that the Products are delivered
to  a Ebiz warehouse.  All risk of loss or damage to the Products shall be borne
by  VENDOR  until delivery of such Products to the Ebiz warehouse.  Title to the
Products  remains  with VENDOR until purchase price paid in full.  Ebiz grants a
security  interest  in  the  Products  and  all  proceeds  to  VENDOR  to secure
fulfillment  of  Ebiz's  obligations.

     (c)     Acceptance.  Ebiz  shall,  within  three business days of delivery,
accept  each  Product on the date (the "Acceptance Date") when such Products and
all  necessary  documentation  are  delivered  to  Ebiz  in  accordance with the
Purchase  Order and the Product specifications.  Any Products not ordered or not
otherwise in accordance with the Purchase Order, mis-shipments or over shipments
will  be  returned  to  VENDOR at VENDOR's expense (including without limitation
costs  of  shipment  or  storage)  and  shall promptly refund to Ebiz all monies
received by VENDOR in respect to such Products.  Failure to advise VENDOR of any
such  returns  within  such  three  day  period,  will be deemed to be accepted.

     (d)     Promotion  and  Advertising.  Ebiz  will  participate  in  the
advertising  and promotion of VENDOR's Products.  Ebiz shall take all reasonable
and  necessary action to satisfy the demand for Products and attempt to increase
the  demand  for  Products  by  servicing  customer  accounts  with  reasonable
frequency,  soliciting  new  customer  accounts  and  cooperating  in  VENDOR's
advertising  and  sales  promotional  programs.

4.     ADDITIONAL  OBLIGATIONS  OF  VENDOR

     (a)     Materials.  Upon  the  execution  of  this  Agreement,  at VENDOR's
expense,  VENDOR  shall  provide  Ebiz  with  up to 500 copies of its brochures,
instructional material, advertising literature, and other data for the Products.
A  like  quantity  of  said  materials  shall  be  provided to Ebiz, at VENDOR's
expense,  for  any  new  products  added  to  the Products over the term of this
Agreement.  Additional  reasonable  quantities  of  said  materials  shall  be
available  to  Ebiz  upon  request.

     (b)     Training.  VENDOR  will  not  provide  training  but  will  provide
initial  support  to  Ebiz  and  annual  support  to  the  end  user.

     (c)     Market  Development  Funds/Cooperative Advertising.  To assist Ebiz
in  advertising  and  promoting  the Products, VENDOR will accrue into a special
co-op  advertising  fund  two  (2%) percent of the net sales dollars received by
VENDOR  from  Ebiz  each  month.  Amounts  in  such  fund may be used by Ebiz in
connection  with  advertising  and  other  promotional efforts approved b3, both
VENDOR  and  Ebiz.

     Trade  Shows.  In  the event of any national or regional trade show, VENDOR
shall allow reasonable access to Ebiz to VENDOR's trade booths and demonstration
stands  for  the purpose of promoting Ebiz's status as an authorized distributor
of  VENDOR's Products.  In addition, Ebiz shall have the tight to distribute, in
VENDOR's  trade  booths and demonstration stands at such trade shows, brochures,
pamphlets  and  like  literature

<PAGE>

identifying  Ebiz  as  an  authorized  distributor  of  VENDOR's Products.  Such
literature  shall  be  submitted  to  VENDOR  for  prior  approval.

5.     REPLACEMENTS  AND  RETURNS

     (b)     Discontinued  or  Obsolete  Products.  VENDOR reserves the tight to
discontinue  the manufacture or sale of or otherwise tender or treat as obsolete
any  or  all of the Products coveted by this Agreement upon at least thirty (30)
days  prior  notice.  Ebiz  may,  in its discretion, within twenty (20) business
days following receipt of such notice, notify VENDOR in writing of its intention
to  return any or all Products so discontinued or rendered obsolete which remain
in  Ebiz's  inventory, and shall receive a credit for such Products equal to the
purchase  price  paid  by  Ebiz  for the same less an amount equal to 15% of the
original  price  paid as VENDOR's restocking charge, provided that said Products
are  returned  within  sixty (60) days of the date of Ebiz's receipt of VENDOR's
Return  Material  Authorization.  Ebiz  shall  pay  all  freight,  shipping  and
insurance  charges  for  all  such  returns.

     (c)     Introduction  of  New  Products.  VENDOR  shall  give Ebiz at least
ninety (90) days prior notice of the introduction of any new Products including,
but  not limited to replacement Products, new releases, enhancements or versions
of  existing  Products  that  preclude or materially limit Ebiz from selling any
Products in its inventory.  VENDOR shall make such Product available to Ebiz for
distribution no later than the date it is first introduced in the marketplace to
its  similar  distributors.

     (d)     Defective  Product-  In  the  event  any Products are received in a
defective  condition or not in accordance with VENDOR's published specifications
or the documentation relating to such Products, Ebiz may return the Products for
full  Credit.  Product  shall be deemed defective if the Product, or any portion
of  the Product, fails to operate properly on initial "burn in", boot, or use as
applicable.  Ebiz  shall  have  the  tight  to return any such Products that are
returned to Ebiz from its Customers or End-Users within sixty (60) days from the
Product's  initial  delivery  date  to  the  End  User.

     Return  Material  Authorization/Credit  Memorandums.  A  return  material
authorization  shall  be  issued  by VENDOR within forty-eight (48) hours of any
request  for  the same by Ebiz when required in connection with any return under
this Agreement.  VENDOR shall issue credit memos to Ebiz within thirty (30) days
upon  receipt  of  documentation  evidencing  DOA/RMA returns, defective Product
returns,  price protection, advertising credits or other charges due Ebiz.  Ebiz
reserves  the  tight  to set-off or charge VENDOR for the full amount due in the
event  VENDOR fails to issue the credit memo within such thirty (30) day period.

6.     WARRANTY

     (a)     Warranty.  VENDOR  hereby represents and warrants that the Products
conform  in  all  respects to the express product warranties provided to the end
user.  VENDOR shall extend to Ebiz and each Customer of Ebiz the same warranties
and  indemnifications with respect to Products purchased and resold hereunder as
VENDOR  extends  to  its  own  end

<PAGE>

user customers.  The term of warranties and indemnities extended by VENDOR to an
End  User  shall  commence  upon  delivery  of  the  Product  to  the  End User.

     (b)     No  Other  Warranty.   VENDOR has made expressed warranties in this
Agreement  and  in documentation, promotional and advertising materials.  EXCEPT
AS  SET  FORTH  HEREIN  OR  THEREIN,  VENDOR  DISCLAIMS  ALL  EXPRESS OR IMPLIED
WARRANTIES  AND  CONDITIONS  WITH  REGARD  TO  THE  PRODUCTS, INCLUDING, WITHOUT
LIMITATION  ALL IMPLIED WARRANTIES AND CONDITIONS OF DURABILITY, MERCHANTABILITY
AND  FITNESS  FOR  PURPOSE.

7.     INTELLECRUAL  PROPERTY  INDEMNITY

     VENDOR  agrees,  TO  INDEMNIFY  Ebiz  for any damage and costs awarded by a
competent  court  with  appropriate  jurisdiction  in  a  final,  non-appealable
judgement as a result of a successful claim that the software, under normal use,
infringes  a  valid  patent  issued  prior  to  the  date  of this Agreement, or
infringes  a  valid  copyright, trademark, or trade secret obligation of VENDOR,
provided  that  VENDOR  is promptly notified of any such claim, given reasonable
assistance from Ebiz and permitted the exclusive control of the defense.  VENDOR
shall  have  no  liability for settlements incurred without its consent.  Should
Ebiz's  use  of  any such Products or any part thereof as contemplated herein be
enjoined,  or  in  the  event  that  VENDOR  desires  to  minimize its liability
hereunder,  VENDOR  will,  at  its  option  and  expense,  either (i) substitute
equivalent  non-infringing  Products  for  the  infringing item, (ii) modify the
infringing  item so that it no longer infringes but remains equivalent, or (iii)
obtain for Ebiz the tight to continue using such item.  If none of the foregoing
is  feasible, VENDOR will refund to Ebiz the purchase price, plus shipping costs
paid  by  Ebiz  for  the infringing Products.  The foregoing indemnity shall not
apply  if  and  to  the  extent  that  an  alleged  infringement arises from the
combination of any Product with products or equipment not supplied by VENDOR, or
the  alteration  or  modification  of  the Product is made by other than VENDOR.

8.     PROPRIETARY  RIGHTS

     (a)     Confidential  Information.  VENDOR  and  Ebiz  each  agree with the
other that it shall not use in any way or disclose to any other person or entity
any  information  relating  to  the  business,  customers,  financial affairs or
condition  of  business  methods  of the other which shall become discernible or
available to it in any way by virtue of the dealings between the parties whether
or not specifically identified as being secret or confidential.  All information
about  the Products that is not in the public domain is confidential information
of VENDOR.  Neither patty shall use or disclose such information during the term
of  this  Agreement  other  than  in the performance of its duties Hereunder and
shall not make any use of or disclose such information after termination of this
Agreement.  Each  party shall have the right, without the necessity of posting a
bond,  to  have  injunctive  relief  against  any actual or threatened breach by
either  party  of  this  Section  12.  During the term of this Agreement, VENDOR
agrees  not to solicit or hire any of Ebiz's employees within one (1) year after
the  employee  has  left  the  employ of Ebiz and, Ebiz agrees not to solicit or

<PAGE>

hire  any  of  the VENDOR's employees within one (1) year after the employee has
left  the  employ  of  the VENDOR.  On termination, all confidential information
will  be  returned.

9.     TERM  AND  TERMINATION

     (a)     Term.  This  Agreement  shall  be  deemed  effective  upon the date
hereof  and  shall  continue  for  a  period  of one (1) year.  Thereafter, this
Agreement  shall  renew  automatically  for successive one year additional terms
unless  either  party elects, by written notice to the other no less than ninety
(90)  days prior to the expiration date of the then current term, to permit this
Agreement  to  expire.

**Section  (b)  is  contradictory.  I  have  underlined  and  used  italics  the
contradictions,  and  request  that  you  explain  this  section.

     (b)     Termination  for  Convenience.  Anything  to  the  contrary in this
Agreement  notwithstanding,  this  Agreement  may be canceled without penalty by
either  party  for  any  reason  or  no  reason, by giving the other party prior
written  notice  thirty  (30)  days  in  advance.  Any such written notice shall
specifically  detail the "material breach of any provision of this Agreement and
allow  the  defaulting  party  to  cure  such  breach within thirty (30) days of
receipt-of  said  written  notice.

     (c)     Termination  for  Insolvency  or  Bankruptcy.  Either  party  may
immediately  terminate  this  Agreement and any purchase order by giving written
notice  to  the other party in the event of (i) the liquidation or insolvency of
the  other  patty, (ii) the appointment of a receiver or similar officer for the
other  patty,  (iii)  an  assignment by the other party for the benefit of an or
substantially  all  of  its  credits,  (iv)  entry  by  the  other party into an
agreement  for  the  composition,  extension,  or  readjustment  of  all  or
substantially  all  of  its  obligations,  or  (v)  the  filing of a meritorious
petition  in  bankruptcy  by or against the other party 'Under any bankruptcy or
debtor's  law  for  its  relief  or  reorganization.

     (d)     Return  of  Materials.  All  trademarks,  trade  names,  patents,
copyrights,  designs,  drawings,  formulas  or other data, photographs, samples,
literature  and  sales  aids  of every kind shall remain the property of VENDOR,
within  thirty  (30)  days  after  the  termination of the Agreement, Ebiz shall
prepare  all such items in its possession for shipment, as VENDOR may direct, at
VENDOR's  expense.  Effective upon the termination of this Agreement, Ebiz shall
cease  to  use  all  trademarks,  marks,  and  trade-names  of VENDOR; provided,
however,  that  Ebiz shall have the tight to use all trademarks, marks and trade
names of the VENDOR in connection with those Products in Ebiz's inventory on the
effective  date  of termination and which VENDOR has not repurchased pursuant to
the  provisions  of  Section  9(e)  below.

(e)     Return  of  Inventory/Refund  of  MDF/Cooperative  Advertising  Funds

(i)     Upon  termination  or  expiration  of  this  Agreement, by either patty,
VENDOR  may,  at  option, repurchase from Ebiz within thirty (30) days after the
effective  date  of  termination  all  Products  in  Ebiz's  inventory at Ebiz's
original  purchase  price.  VENDOR shall pay all freight and shipping charges in
connection  with  such  repurchases.

<PAGE>

(ii)     Notwithstanding the foregoing, VENDOR shall be required to accept. only
those  Products  displayed  for Purposes of demonstration, Product with a return
merchandise  authorization  number issued by VENDOR and those Products which are
in  their  original  factory  sealed  packages.

(iii)     Payment  of the repurchase price as hereinabove provided shall be made
by  VENDOR to Ebiz either by: (a) issuance to the Ebiz of a credit corresponding
to  the  repurchase  price to be applied to the reduction of any indebtedness of
the  Ebiz  to  VENDOR or (b) if the repurchase price and refund shall exceed the
then  current  indebtedness  of the Ebiz to VENDOR, by Payment of such excess to
the  Ebiz  within  ten  (10) days after the delivery of said Products to VENDOR.
Special  order  or  Customized  Products  shall  not  be eligible for repurchase
pursuant  to  this  section.

10.     GENERAL  PROVISIONS

     (a)     Governing  Law  and Jurisdiction.  This Agreement shall be governed
by  and  construed  under  the  laws  of  the State of Arizona and the Courts of
Arizona shall have nonexclusive jurisdiction and venue to adjudicate any dispute
arising  out  of  this  Agreement.

     (b)     Entire  Agreement.  This  Agreement sets forth the entire agreement
and  understanding  of  the  parties  relating  to the subject matter herein and
merges  all  prior discussions between them.  No modification of or amendment to
this  Agreement,  nor  any  waiver  of any rights under this Agreement, shall be
effective  unless  in  writing  signed  by  the  party  to  be  charged.

(c)     Notices.  Any notice required or permitted by this Agreement shall be in
writing  and  shall  be  sent  by  prepaid  registered or certified mail, return
receipt  requested,  and receipt thereof shall be deemed to be two (2) days from
date  postmarked.

(d)     Force  Majeure.  Non-performance of either party shall be excused to the
extent  that  performance  is rendered impossible by strike, fire, flood, or any
other  reason  excluding  the  lack of financial resources of the non-performing
parties  where failure to perform is beyond the reasonable control of and is not
caused  by  the  negligence  of  the  non-performing  party.

(e)     Assignment.  Neither  party  may  transfer  or  assign  their  rights or
obligations  under this Agreement without the prior written consent of the other
party.  Such  consent  shall  not  be  unreasonably  withheld.  Subject  to  the
foregoing  restrictions,  this  Agreement shall be binding upon and inure to the
benefit  of  the  parties  hereto  and  their  successors  and  assigns.

     (f)     Severability.  If  any  provision of this Agreement is held invalid
by  any  law,  sale,  order  or  regulation  of  any government, or by the final
determination  of  any  state or federal court, such invalidity shall not affect
the  enforceability  of  any  other  provisions  not  held  to  be  invalid.

<PAGE>

     (g)     Legal/Expenses.  The  prevailing  party in any legal action brought
by  one  party against the other and arising out of the remedies it may have, to
reimbursement  for its expenses, including court costs and reasonable attorneys'
fees.

     (h)     Counterparts.   This  Agreement  may  be  executed  in  two or more
counterparts,  each  of  which  shall  be  deemed  an  original and all of which
together  shall  constitute  one instrument.  This Agreement may be executed and
forwarded  via  telefacsimile.

(i)     Remedies.  All  remedies set forth in this Agreement shall be cumulative
and  in  addition  to  an  not in lieu of any other remedies available to either
party  at  law  in equity or otherwise, and may be enforced concurrently or from
time  to  time.

     (j)     Time  of Performance.  Time is hereby expressly made of the essence
with  respect  to  each  and  every  term  and  provision  of  this  Agreement.

     (k)     Survival of Terms.  Termination or expiration of this Agreement for
any  reason  shall  not release either party from any liabilities or obligations
set  forth  in  this Agreement which (i) the parties have expressly agreed shall
survive any such termination or expiration, or (ii) remain to be performed or by
their  nature  would be intended to be applicable following any such termination
or  expiration.

IN WITNESS WHEREOF, the parties have each caused this Agreement to be signed and
delivered  by  its duly authorized officer or representative as of the Effective
Date.
The  Linux  Store                     EBIZ  ENTERPRISES,  INC
-------------------
(VENDOR)

By: /s/ Stephen  C.  Herman           By:
--------------------------

     Stephen  C.  Herman
    ---------------------
     (Print  Name)                    (Print  Name)

Title:     President                  Title:
           -----------

Date:      2/14/2000           Date:
          -----------

<PAGE>

                                   Schedule A

Software     PerfectBACKUP+  6.2  and the following versions released during the
term  of  this  Agreement.

Term     12  months  with  automatic  renewal

Ebiz  cost  per  Product     50%  from  Vendor's retail price.  Vendor's current
retail  price  is  $89US  +  $15  shipping  &  handling

Training  Fees     N/A

Technical  Support     Vendor  will  provide  Support  to  all purchasers of the
Product