CALDERA  SYSTEMS  IBV  BUSINESS  PARTNER  AGREEMENT

This  is a software development and marketing agreement.  Caldera Systems, Inc.,
a  Utah  corporation  ("Caldera"),  and  Merlin  Softech,  a  Nevada corporation
("ISV"),  enter  into this Agreement effective as of the last date following the
signatures  below.

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1.  Definitions
    -----------
     A.  Product  means  the  "Caldera  means  the  "Caldera OpenLinux" product,
         -------
version  2.1  and  greater.
B.  OpenLinux  Solutions  CD  means  the application CD which is a collection of
    ------------------------
software  applications  of  third  parties that is periodically distributions by
Caldera.
     C.  Confidential  Information  means  any  Information  identified as being
         -------------------------
Confidential  Information,  by  either party, either orally or in writing at the
time  it  is  disclosed,  or  designated  as  confidential  in  writing  (either
electronically  or  by  other  means)  within 30 days following such disclosure.
Confidential  Information  shall  not include any information that the receiving
party  can  demonstrate (I) was already in the possession of the receiving party
without obligation of confidence prior to the disclosure, (ii) was independently
developed  by  the  receiving  party  or  (iii) becomes available to the general
public  through  no  action  by  the  receiving  party.

2.  Participation  Fees
    -------------------
     A.  ISV  shall pay to Caldera an annual participation fee of $405.00.  This
payment  shall  be non-refundable.  Payment shall be in U.S. funds, and shall be
due  at  the  time  of  execution  of  this  Agreement.  Caldera  shall incur an
obligation  pursuant to this Agreement unless and until Caldera receives payment
from  ISV  as  set  forth  in  this  section.

3.  Press  Release
    --------------
     A.  Caldera and ISV may desire to cooperate in the release of a press ????.
Neither  party  shall  issue  a  press release related to this Agreement without
first  obtaining  the  approval  from  the  other  party.
     B.  Caldera shall develop and maintain on its web site an index of software
application  products  available  for  Caldera  OpenLinux  and  shall  list  the
applicable  products of ISV on such list.  The information to be provided on the
index  shall  be  supplied  by  ISV  via  the  attached Schedule A, and shall be
submitted  to  Caldera  at  the  time  of  execution  of  this  Agreement.
C.  ISV  grants to Caldera, and Caldera accepts the right and license to use and
display  the  name, corporate logo, and other trademarks of ISV on Caldera's web
site  and  in  other  promotional  and  marketing  materials  related to ISV and
Caldera's  ISV  Partner  Program.  Caldera shall comply with the reasonable logo
and  trademark  usage guidelines of ISV that it delivers to Caldera.  All use of
the  name,  corporate  logo,  and  other trademarks of ISV by Caldera under this
Agreement  shall  inure  solely  to  the  benefit  of  ISV.

4.  Solutions  CD
    -------------
     A.  ISV  shall  have  the  option,  but  not  the  obligation, to apply for
participation  in  the OpenLinux Solutions CD program.  The terms and conditions
for  the  OpenLinux  Solutions  CD  Program  are  set forth in Exhibit A of this
Agreement.  The  submission  to  Caldera  of  Exhibit  A  signed by ISV shall be
described  as  to  be an acceptance of the terms and conditions of Exhibit A and
shall  be  deemed  to  be  ISV's  application for participation in the OpenLinux
Solutions  CD.  Caldera  reserves  the right to determine in its ???? discretion
whether  ISV  is  selected  for  participation  in  the  OpenLinux Solutions CD.

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5.  ISV  Support
    ------------
     A.  Caldera  shall establish and maintain during the term of this Agreement
on-line  resources  for ISV.  Such resource shall be developed by Caldera in his
discretion,  and  may  include paid-for technical support, a ???? forum for ISV,
technical  ?????  projects, documentation related to the development of software
application  programs  for  OpenLinux  and  other  technical  resources.

6.  Proprietary  Right
    ------------------
     A.  Each party acknowledges and agrees that the other party may own certain
intellectual  property rights, including, without limitation, patent, copyright,
trade  secret and trade-mark rights.  Other than as set forth in this Agreement,
each  party  retains all right, title and interest to its intellectual property.
This  Agreement  grants  no  implied license or other rights with respect to any
intellectual  property  insured  of  either  party.

7.  Term  and  Termination
    ----------------------
     A.  This  Agreement shall be effective on the date that the payment of fees
as  described  in  Section 2 of this Agreement is completed and the Agreement is
signed by both parties below.  The initial terms shall be one year from the date
executed.  The  term  of  this  Agreement shall automatically renew for one-year
increments thereafter until one party gives written notice of termination to the
other  party.
     B.  Either  party  may terminate this Agreement for any reason by providing
30  days  written  notice  to  the other party.  Either party may terminate this
Agreement  immediately.  In  the  event  that the other party becomes insolvent,
makes  a general assignment for the benefit of creditors, or avails itself of or
?????  subject  to  any proceeding in bankruptcy or other proceeding relating to
insolvency  or  protection  of  creditors.

8.  Limitation  of  Liability
    -------------------------
     A.  Caldera's  aggregate liability for damages claimed under this Agreement
and  arising out of Caldera's performance of services hereunder shall be limited
to  the  total  fees paid by ISV to Caldera.  TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL CALDERA BE LIABLE TO ISV OR TO ANY THIRD PARTY
FOR  ANY  SPECIAL,  INDIRECT,  INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES, PUNITIVE
DAMAGES,  OR ANY DAMAGES RESULTING FROM LOSS OF DATA, USE OF PROFITS, OR LOSS OF
CONTRACTS  OR  BUSINESS OPPORTUNITY, ARISING OUT OF THIS AGREEMENT OR THE USE OF
OR  INABILITY  TO  USE  THE  PRODUCT  OR ARISING OUT OF CALDERA'S PERFORMANCE OR
NON-PERFORMANCE  HEREUNDER,  WHETHER  OR  NOT REASONABLY FORESEEABLE AND EVEN IF
CALDERA  HAS  BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
THE  FORM  OF  ACTION,  WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY,  ARISING  UNDER  STATUTE  OR  OTHERWISE.

9.  Disclaimer  of  Warranty
    ------------------------
     A.  To  the  maximum  extent  allowable  by  applicable  law, THE GOODS AND
SERVICES PROVIDED BY CALDERA PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND
CALDERA  MAKES  NO  WARRANTY  TO  ANY  PERSON  OR ENTITY OF ANY KIND, EXPRESS OR
IMPLIED,  INCLUDING,  WITHOUT  LIMITATION,  ANY  CONDITIONS  OF  QUALITY AND ANY
IMPLIED  WARRANTY  OF  TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR  PURPOSE.

10.  Confidentiality
     ---------------
     A.  Caldera  and  ISV  agree  that, during the term of this Agreement, each
party  may disclose to the other certain Confidential Information.  In the event
of  such  disclosure,  each  party agreed that it will not use the other party's
Confidential  Information  except  to achieve the purpose of this Agreement, and
will  not  disclose  such  Confidential  Information  to  any  third  party.

<PAGE>

The  receiving  party  may  disclose  Confidential Information to its employees,
agents  and  contractors  with  a  bona  fide  need  to  know  such Confidential
Information,  but  only  to the extent necessary to discharge their duties under
this Agreement, and only if such employees, contractors, agents, as the case may
be,  are advised of the confidential nature of such Confidential Information and
are  bound  by  a  written  agreement  to  protect  the  confidentiality of such
Confidential  Information.
     B.  The  obligation of this section shall survive for three years after the
termination  of  this  Agreement.

11.  Force  Majeure
     --------------
     A.  Neither  party  shall  be  liable for its failure to perform any of its
obligations  hereunder,  including,  but  not  limited to, delivery obligations,
during  any  period  in which such failure of performance is caused by an act of
God;  act of any federal, state, or local governmental authority; fire or flood;
strike  or labour unrest; degradation of telecommunications service; degradation
of  computer  services  not under the direct control of such party; or unusually
severe  weather  conditions.  Delays  in  delivery  due  to events beyond either
party's  reasonable  control  shall automatically extend the delivery date for a
period  equal  to  the  duration  of  such  events.

12.  Miscellaneous
     -------------
     A.  This  Agreement is not an exclusive arrangement, and each party remains
free  to  enter  into  similar  arrangements  with  other  parties.
     B.  This  Agreement  shall  be  governed  by  and  shall  be  construed  in
accordance  with the laws of the State of Utah, U.S.A., regardless of its choice
of law provisions.  The parties each agree that they are subject to the personal
jurisdiction  of the state and federal courts within the State of Utah, and each
waives the right to challenge the personal jurisdiction of those courts over it.
The  United  Nations Convention on Contracts for the International Sale of Goods
shall  not  apply  to  this  Agreement.
     C.  Any  notice  under  this Agreement shall be in English, in writing, and
shall be deemed to be given upon receipt.  Notices to Caldera shall be delivered
to  Caldera  Systems,  Inc.,  Attn:  Legal Dept., 240 West Center Street, O????,
UT84057  USA
     D.  This  Agreement,  including  all  Schedules,  constitutes  the  entire
understanding  of  the  parties.  This  Agreement  supersedes and terminates all
representations,  warranties  and  agreements,  written  or  oral, regarding the
subject  matter  of this Agreement.  Any modifications to this Agreement must be
in  writing  signed  by  both  parties.
     E.  All  covenants  and  obligations of sections 6, 8, 9, 10 and 12 of this
Agreement  shall  survive  the  termination  of  this  Agreement.
     F.  If  one  or  more of the provisions contained in this Agreement is held
invalid,  illegal  or  unenforceable  in  any  respect by any court of competent
jurisdiction,  such  holding  will  not  impair  the  validity,  legality  or
enforceability  of  the  remaining  provisions.
     G.  Headings  in  this Agreement are used for convenience of reference only
and  do  not  affect  the  interpretation  of  the  provisions.
     H.  Failure  or  delay  on  the  part  of  any party to exercise any right,
remedy,  power  or privilege hereunder will not operate as a waiver.  Any waiver
must  be  in writing and signed by the party granting such waiver in order to be
effective.
     I.  In the event that Caldera is merged with or consolidated into any other
entity, or in the event that substantially all of the assets of Caldera are sold
or  otherwise  transferred in any other entity, the provisions of this Agreement
will  be  binding  upon,  and  inure  to  the  benefit  of,  such  other entity.
     J.  Nothing  in  this  Agreement  shall  be  construed  to make the parties
partners,  joint  venturers, representatives, or agents of each other, nor shall
either  party  so  represent  itself.

To  show  their  ???????,  the  duly  authorized
representatives  of  the  parties  hereto  have  signed  this  Agreement.
CALDERA  SYSTEMS  INC.  ("Caldera")
Name:  [                               ]
Signature:  [                               ]
Title:  [VP,  MARKETING]
Date:  [2/17/00]

("ISV")  [MERLIN  SOFTWARE
TECHNOLOGIES  INC.]  <MERLIN  SOFTECH>
Name:  [SHELLEY  MONTGOMERY]
Signature:  [Shelley  Montgomery]
Title:  [V.P.  MARKETING]
Date:  [Feb.  10,  2000]

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SCHEDULE  A  -  PARTNER  &  PRODUCT  INFORMATION
ISV  PARTNER  INFORMATION

Contact  Name:  [Shelley  Montgomery]

Company  Name:  [Merlin  Softech]

Address:  [Suite  420  -  6450  Roberts  Street]

City:  [Burnaby]

State/Province:  [B.C.]

Country:  [Canada]

Web  site:  [www.merlinsoftech.com]

PRODUCT  INFORMATION

Product  Name:  [Perfect  Backup  +]

Version  Number:  [6.2]

Description  (50  words  or less):  [Perfect backup + 6.2 is a Linux based crash
recovery  and  backup  application  suite.  Users  can  backup  and verify their
systems  totally unattended.  Perfect Backup+6.2 will backup Linux, Van, Windows
and  Macintosh  systems.  It  provides  backup  scheduling  and  remote  backup,
recovery,  encryption,  robotics,  module, enhanced security with both graphical
and  character  users  interface.]

Product  Web  site:  ---------------------------------------

Works  with  OpenLinux  versions:
    1.x
    2.2
[X] 2.3

Retail  price:     [$69  US  download]
          [$89US  +  $15  shipping  and  handling  (retail  box  w/manual)]