STOCK OPTION AGREEMENT
                             ----------------------
                        MERLIN SOFTWARE TECHNOLOGIES INC.
                             1999 STOCK OPTION PLAN

THIS  is  entered  into  as  of  the 1st day of November, 1999 ("Date of Grant")

BETWEEN:

MERLIN  SOFTWARE  TECHNOLOGIES INC., a company incorporated pursuant to the laws
of  the  State  of  Nevada,  of 3675 Pecos-McLeod, Suite 1400, Las Vegas, Nevada
89121

(  "Company")

AND:

ROBERT  HELLER  of  1912  Ironwood  Court, Port Moody, British Columbia, V3H 4C3

(  "Optionee")

A.          The Board of Directors of the Company (the "Board") has approved and
adopted  the 1999 Stock Option Plan (the "Plan"), pursuant to which the Board is
authorized  to  grant  to  employees and other selected persons stock options to
purchase  common  stock, without par value, of the Company (the "Common Stock");

B.          The  Plan provides for the granting of stock options that either (i)
are  intended  to  qualify  as  "Incentive  Stock Options" within the meaning of
Section  422  of  the Internal Revenue Code of 1986, as amended (the "Code"), or
(ii)  do  not  qualify  under  Section  422  of  the  Code ("Non-Qualified Stock
Options");  and

C.          The  Board  has  authorized  the  grant  to  Optionee  of options to
purchase  a  total  of  150,000  shares  of  Common Stock (the "Options"), which
Options  are  intended  to  be  (select  one):

[X]     Incentive  Stock  Options
[ ]     Non-Qualified  Stock  Options;

          NOW  THEREFORE, the Company agrees to offer to the Optionee the option
to  purchase,  upon  the  terms and conditions set forth herein and in the Plan,
150,000  shares of Common Stock.  Capitalized terms not otherwise defined herein
shall  have  the  meanings  ascribed  thereto  in  the  Plan.

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1.     Exercise  Price.  The  exercise price of the options shall be US$1.00 per
share.

2.     Limitation  on  the  Number of Shares.  If the Options granted hereby are
Incentive  Stock  Options,  the  number  of  shares  which  may be acquired upon
exercise  thereof is subject to the limitations set forth in Section 5(a) of the
Plan.

3.     Vesting  Schedule.  The  Options  are  exercisable in accordance with the
following  vesting  schedule:

(a)     50%  of  the Options (75,000) may be exercised upon the execution of the
Management  Agreement

(b)     16.66%  of  the Options (25,000) may be exercised upon the relocation of
the  Optionee  to  the  Company's  Head  Office

(c)     33.33%  of the Options (50,000) may be exercised 12 months from the date
of  execution  of  the  Management  Agreement

4.     Options  not Transferable.  This Option may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than by will, by applicable laws of descent and distribution or (except in
the  case  of  an  Incentive  Stock  Option)  pursuant  to  a qualified domestic
relations  order,  and  shall not be subject to execution, attachment or similar
process; provided, however, that if this Option represents a Non-Qualified Stock
Option,  such  Option  is  transferable  without  payment  of  consideration  to
immediate  family  members  of  the  Optionee  or  to  trusts  or  partnerships
established  exclusively  for  the  benefit  of  the Optionee and the Optionee's
immediate  family members.  Upon any attempt to transfer, pledge, hypothecate or
otherwise  dispose  of  any Option or of any right or privilege conferred by the
Plan contrary to the provisions thereof, or upon the sale, levy or attachment or
similar  process  upon  the  rights  and  privileges conferred by the Plan, such
Option  shall  thereupon  terminate  and  become  null  and  void.

5.     Investment  Intent.  By accepting the option, the Optionee represents and
agrees  that  none  of the shares of Common Stock purchased upon exercise of the
Option will be distributed in violation of applicable federal and state laws and
regulations.  In addition, the Company may require, as a condition of exercising
the  Options,  that  the Optionee execute an undertaking or agreement, in such a
form  as the Company shall reasonably specify, that the Stock is being purchased
only for investment and without any then-present intention to sell or distribute
such  shares.

6.     Termination  of  Employment and Options.  Vested Options shall terminate,
to  the extent not previously exercised, upon the occurrence of the first of the
following  events:

(a)     Expiration.  Ten  (10)  years;  except,  that the expiration date of any
Incentive Stock Option granted to a greater than ten percent (10%) shareholder
of  the  Company  shall not be later than five (5) years from the Date of Grant.

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(b)     Termination  for  Cause.  The  date  of  an  Optionee's  termination  of
employment  or  contractual  relationship  with  the  Company  or  any  Related
Corporation  for  cause  (as  determined  in  the  sole  discretion  of the Plan
Administrator).

(c)     Termination  Due to Death or Disability.  The expiration of one (1) year
from  the  date  of  the  death  of  the  Optionee or cessation of an Optionee's
employment  or  contractual  relationship by reason of disability (as defined in
Section  5(g)  of  the  Plan).  If  an  Optionee's  employment  or  contractual
relationship  is  terminated  by death, any Option held by the Optionee shall be
exercisable  only  by the person or persons to whom such Optionee's rights under
such  Option  shall  pass  by  the Optionee's will or by the laws of descent and
distribution.

(d)     Termination  Due  to Cessation of Service as a Director.  The expiration
of  ninety  (90)  days  from the date an Optionee, if a director of the Company,
ceases  to  serve  as  a  director  of  the  Company.

(e)     Termination  for  Any  Other Reason.  The expiration of three (3) months
from  the  date  of  an  Optionee's  termination  of  employment  or contractual
relationship  with  the  Company  or  any  Related  Corporation  for  any reason
whatsoever  other than cause, death or Disability (as defined in Section 5(g) of
the  Plan).

Each  unvested  Option  granted pursuant hereto shall terminate immediately upon
termination  of  the  Optionee's employment or contractual relationship with the
Company  for any reason whatsoever, including death or Disability unless vesting
is  accelerated  in  accordance  with  Section  5(f)  of  the  Plan.

7.     Stock.  In  the case of any stock split, stock dividend or like change in
the  nature  of  shares of Stock covered by this Agreement, the number of shares
and  exercise  price  shall  be proportionately adjusted as set forth in Section
5(m)  of  the  Plan.

8.     Exercise of Option.  Options shall be exercisable, in full or in part, at
any  time after vesting, until termination; provided, however, that any Optionee
who  is  subject  to the reporting and liability provisions of Section 16 of the
Securities  Exchange  Act  of  1934  with  respect  to the Common Stock shall be
precluded  from  selling  or  transferring  any  Common  Stock or other security
underlying  an  Option during the six (6) months immediately following the grant
of  that  Option.  If less than all of the shares included in the vested portion
of  any  Option  are purchased, the remainder may be purchased at any subsequent
time  prior  to the expiration of the Option term.  No portion of any Option for
less  than  fifty (50) shares (as adjusted pursuant to Section 5(m) of the Plan)
may  be  exercised;  provided,  that if the vested portion of any Option is less
than fifty (50) shares, it may be exercised with respect to all shares for which
it is vested.  Only whole shares may be issued pursuant to an Option, and to the
extent  that  an  Option  covers  less  than one (1) share, it is unexercisable.

          Each  exercise of the Option shall be by means of delivery of a notice
of  election to exercise (which may be in the form attached hereto as Exhibit A)
to  the  Secretary  of the Company at its principal executive office, specifying

<PAGE>

the  number of shares of Common Stock to be purchased and accompanied by payment
in cash by certified check or cashier's check in the amount of the full exercise
price  for  the Common Stock to be purchased.  In addition to payment in cash by
certified  check  or cashier's check, an Optionee or transferee of an Option may
pay for all or any portion of the aggregate exercise price by complying with one
or  more  of  the  following  alternatives:

(a)     by  delivering  to the Company shares of Common Stock previously held by
such  person  or  by  the  Company  withholding shares of Common Stock otherwise
deliverable  pursuant  to  exercise  of the Option, which shares of Common Stock
received  or withheld shall have a fair market value at the date of exercise (as
determined  by  the Plan Administrator) equal to the aggregate purchase price to
be  paid  by  the  Optionee  upon  such  exercise;

(b)     by  delivering  a  properly  executed  exercise  notice  together  with
irrevocable  instructions  to  a  broker promptly to sell or margin a sufficient
portion  of the shares and deliver directly to the Company the amount of sale or
margin  loan  proceeds  to  pay  the  exercise  price;  or

(c)     by  complying  with  any  other  payment  mechanism approved by the Plan
Administrator  at  the  time  of  exercise.

It  is  a condition precedent to the issuance of shares of Common Stock that the
Optionee  execute  and  deliver  to the Company a Stock Transfer Agreement, in a
form  acceptable  to  the  Company, to the extent required pursuant to the terms
thereof.

9.     Holding  period  for Incentive Stock Options.  Period for Incentive Stock
Options.  In  order  to  obtain  the  tax treatment provided for Incentive Stock
Options  by  Section  422  of the Code, the shares of Common Stock received upon
exercising  any Incentive Stock Options received pursuant to this Agreement must
be  sold,  if at all, after a date which is later of two (2) years from the date
of  this  agreement is entered into or one (1) year from the date upon which the
Options  are  exercised.  The Optionee agrees to report sales of shares prior to
the  above determined date to the Company within one (1) business day after such
sale  is concluded.  The Optionee also agrees to pay to the Company, within five
(5)  business  days  after  such sale is concluded, the amount necessary for the
Company  to  satisfy  its  withholding  requirement  required by the Code in the
manner  specified  in Section 5(1)(2) of the Plan.  Nothing in this Section 9 is
intended  as a representation that Common Stock may be sold without registration
under  state  and federal securities laws or an exemption therefrom or that such
registration  or  exemption  will  be  available  at  any  specified  time.

10.     Subject  to  1999  Stock  Option  Plan.  The  terms  of  the Options are
subject  to  the  provisions  of  the Plan, as the same may from time to time be
amended,  and  any  inconsistencies  between this Agreement and the Plan, as the
same  may  be  from time to time amended, shall be governed by the provisions of
the  Plan,  a  copy  of  which  has been delivered to the Optionee, and which is
available  for  inspection  at  the  principal  offices  of  the  Company.

11.     Professional  Advice.  The  acceptance  of  the  Options and the sale of
Common  Stock  issued  pursuant to the exercise of Options may have consequences
under  federal  and  state tax and securities laws which may vary depending upon
the  individual  circumstances  of  the  Optionee.  Accordingly,  the  Optionee
acknowledges  that  he  or  she  has been advised to consult his or her personal

<PAGE>

legal  and tax advisor in connection with this Agreement and his or her dealings
with respect to Options for the Common Stock.  Without limiting other matters to
be  considered,  the  Optionee  should  consider  whether  upon  the exercise of
Options,  the  Optionee  will file an election with the Internal Revenue Service
pursuant  to  Section  83(b)  of  the  Code.

12.     No  Employment  Relationship.  Whether  or  not  any  Options  are to be
granted  under  this Plan shall be exclusively within the discretion of the Plan
Administrator,  and  nothing contained in this Plan shall be construed as giving
any  person  any  right  to participate under this Plan.  The grant of an Option
shall in no way constitute any form of agreement or understanding binding on the
Company  or  any  Related  Company,  express or implied, that the Company or any
Related Company will employ or contract with an Optionee for any length of time,
nor  shall  it  interfere  in any way with the Company's or, where applicable, a
Related  Company's  right  to terminate Optionee's employment at any time, which
right  is  hereby  reserved.

13.     Entire  Agreement.  This  Agreement  is  the  only agreement between the
Optionee and the Company with respect to the Options, and this Agreement and the
Plan  supersede  all  prior  and contemporaneous oral and written statements and
representations  and  contain  the  entire  agreement  between  the parties with
respect  to  the  Options.

14.     Notices.  Any notice required or permitted to be made or given hereunder
shall  be mailed or delivered personally to the addresses set forth below, or as
changed  from  time  to  time  by  written  notice  to  the  other:

The  Company:     Merlin  Software  Technologies  Inc.
                  Suite  420  -  6450  Roberts  Street
                  Burnaby,  BC  V5G  4E1
                  Attention:  Robert  Heller,  President

The  Optionee:    Robert  Heller
                  1912  Ironwood  Court
                  Port  Moody,  BC  V3H  4C3

MERLIN  SOFTWARE  TECHNOLOGIES  INC.


Per:     /s/  Shelley  Montgomery
         ------------------------
        Authorized  Signatory

THERE  MAY  NOT  BE  PRESENTLY  AVAILABLE  EXEMPTIONS  FROM  THE  REGISTRATION
REQUIREMENTS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS FOR THE ISSUANCE OF
SHARES  OF  STOCK  UPON  EXERCISE  OF THESE OPTIONS.  ACCORDINGLY, THESE OPTIONS
CANNOT  BE  EXERCISED  UNLESS THESE OPTIONS AND THE SHARES OF STOCK TO BE ISSUED
UPON  EXERCISE  OF  THESE  OPTIONS  ARE  REGISTERED  OR  AN  EXEMPTION FROM SUCH
REGISTRATION  REQUIREMENTS  IS  AVAILABLE.

THE  SHARES  OF  STOCK  ISSUED  PURSUANT  TO  THE  EXERCISE  OF  OPTIONS WILL BE
"RESTRICTED  SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933
AND WILL BEAR A LEGEND RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER STATE
AND FEDERAL SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THE
COMPANY  IS  NOT  OBLIGATED TO REGISTER THE SHARES OF STOCK OR TO MAKE AVAILABLE
ANY  EXEMPTION  FROM  REGISTRATION.


<PAGE>
                                    EXHIBIT A
                                    ---------
                         NOTICE OF ELECTION TO EXERCISE
                         ------------------------------

          This  Notice  of  Election  to Exercise shall constitute proper notice
pursuant  to  Section  5(h)  of the Merlin Software Technologies Inc. 1999 Stock
Option  Plan  (the  "Plan") and Section 8 of that certain Stock Option Agreement
(the  "Agreement")  dated  as  of  the 1st day of November, 1999, between Merlin
Software  Technologies  Inc.  (the  "Company")  and  the  undersigned.

          The  undersigned  hereby  elects  to  exercise  Optionee's  option  to
purchase  shares  of  the  common stock of the Company at a price of US$1.00 per
share,  for  aggregate consideration of $, on the terms and conditions set forth
in  the  Agreement  and  the  Plan.  Such  aggregate  consideration, in the form
specified  in  Section  8  of  the  Agreement,  accompanies  this  notice.
          The  undersigned  has  executed  this  Notice  this  day  of  ,  .



     Signature


     Name  (typed  or  printed)