ELinux,  Vendor  Agreement
--------------------------
2555  W.  190th  Street
Torrence,  CA  90504
(877)-38-LINUX
www.eLinux.com
--------------

This  agreement  is  by and between Merlin Software located at "Vancouver, B.C."
(herein  called  "Vendor") and eLinux.com, and its affiliates located at 2555 W.
19th  St.  in  Torrence,  CA  90504  (herein  collectively  called  "Reseller").

1.0     APPOINTMENT  OF  RESELLER

1.1     Vendor  grants  to Reseller and Reseller accepts the non-exclusive right
to purchase and resell all products produced and/or offered by Vendor during the
term  of  this  Agreement.

1.2     Pricing  to Reseller.  Vendor shall sell to Reseller at the lowest price
and/or  best  discount  at which Vendor makes the Product available to any other
similar  purchaser of equivalent volumes of the products.  Reseller shall not be
required  to  purchase any minimum amount or quantity of the product.  If Vendor
offers  price  discounts,  promotional  discounts or other special prices to its
other  similar customers.  Reseller shall also be entitled to participate in and
receive  notice  of  the  same no later than Vendor's other similar customers of
equivalent  volumes  of  products.

1.3     Payment  Terms.  The terms on Reseller's initial order from Vendor shall
be net ninety (90) days.  Subsequent order payment terms shall be net sixty (60)
days  from  the  date  of receipt of Product or the date of the payment postmark
date.

1.4     Price  Adjustments.  If  Vendor  reduces  any  Product  price, or offers
increased  discounts  to  any customer, Vendor will promptly credit Reseller for
the  difference between the original product price and the reduced Product price
for  any  Product  in  transit  to  Reseller on the price reduction or increased
discount  offer  date and any unshipped orders, within thirty (30) days from the
effective  date  of  the  reduced  price.  If the credit owed exceeds Reseller's
account  balance  owing  to Vendor, then Vendor will send a check.  In the event
that Vendor shall raise the list price of a Product, all orders for such Product
placed  prior  to  the effective date of the price increase shall be invoiced at
the  lower  price.  Vendor  shall  provide Reseller with sixty (60) days advance
notice  in  writing  of  any  price  increases.

1.5     Participation in Pricing and Promotions.  Vendor shall offer to Reseller
the  opportunity  to  participate in any promotions, advertising funds or market
development  fund  program  now  in  effect  for  any  other similar Reseller or
distributor  of  equivalent volumes of the products, or in the future offered to
any other similar Reseller or distributor of equivalent volumes of the products,
at  the  same  time  and  on  the  same  terms  and  conditions.

2.0     PRODUCT  RETURN

2.1     Stock  Balancing.  Reseller  may  return to Vendor at any time defective
products  purchased from the vendor for full credit or cash in the amount of the
product's  purchase  price.  Vendor  will  pay  all freight charges for returned
defective  products.

2.2     Product  Discontinuation.  Vendor  shall  give Reseller thirty (30) days
advance  written notice of Product discontinuation. Reseller may return all such
product  for  full credit of Product purchases price plus all reasonable freight
charges  incurred  by  Reseller  in  returning  the  Products.

2.3     Return  Merchandise  Guarantee.  Vendor understands and agrees that from
time  to time, Reseller will accept merchandise return for customer satisfaction
within  one  month from the data of sale to each customer.  Such returns will be
considered  defective  returns.  Vendor  agrees  to  accept  all  such  returned
merchandise  for full credit to further orders only.  RMS numbers will be issued
for  product  up  to  from the date of retail sale to the end user.  Vendor will
pay  the  cost  of  freight  on  all  defective  returns.

3.0     VENDOR  SUPPORT  OBLIGATIONS

3.1     Evaluation Units.  Vendor agrees to provide Reseller, free of charge, up
to  five  fully  working units of each product, for the purpose of demonstration
and  evaluation.

3.2     Support.  At  no charge to Reseller, Vendor shall support Product to the
end-user.  Vendor  shall  also  supply  to  Reseller,  its  employees,  and  its
customers  reasonable  amounts  of  sales literature, advertising materials, and
training  and  support  in Product sales.  vendor shall, at a minimum: Initially
provide  to  Reseller  and  subsequently  timely  update,  free of charge, price
schedules,  data  sheets,  brochures, point-of-sale aids, technical information,
instructional  and  other  materials,  online  reviews,  and  relevant  online
information  in  regards  to  the product line; Keep Reseller timely informed of
changes  in  product  including  upgrades, defects, incompatibilities, and other
relevant  matters;  Provide  Reseller,  and  its  End  Users, where appropriate,
reasonable  Product  support  by email or with phone assistance to the technical
staff  at  eLinux.com  as  needed.

3.3     New  Product.  Vendor  shall endeavor to notify Reseller at least thirty
(30) days before the date any new product is introduced.  Vendor shall make such
Product  available  for  resale  by  Reseller no later than the date it is first
offered  for  sale  in  the  marketplace.

<PAGE>

3.4     Compatibility.  Reseller shall not be held accountable for any customers
system  failure issues associated with the installation of the Vendor's product.
Any  issues  that  arise  to  this nature that cannot be resolved with technical
support  provided  by  the  Reseller acting reasonably, shall be referred to the
Vendor.

4.0     SHIPPING,  FREIGHT  AND  DELIVERY

4.1     Shipping  and  Freight.  Vendor  shall ship Product pursuant to Reseller
purchase  order(s)  ("P.O.") PO's shall be shipped F.O.B.  Reseller's designated
warehouse  with  risk of loss or damage to pass to Reseller upon delivery to the
U.S. based warehouse specified in Reseller's P.O.  Vendor is responsible for all
costs  of  freight  including insurance, duties, and COD charges.  All shortages
shall  be  deducted  from  the  invoice.

4.2     Delivery.  All shipments shall arrive at Reseller's designated warehouse
within  24  hours  of  the  promised delivery time on the P.O. or Reseller shall
receive  a  2%  discount  on  the invoice price.  Reseller reserves the right to
cancel  any  purchase  order,  in  whole  or  in  part,  prior  to  shipment.

4.3     Product  Information.  Vendor  shall  provide  Reseller  and  subsequent
timely  update, all relevant information with regard to product shipping weight,
exact  dimensions,  and  case  quantity  and  size.

4.4     Packaging.  Vendor  agrees  to  provide  to  Reseller,  at  no  cost,
replacement packaging for all items damaged in shipping to reseller's U.S. based
warehouse.  In  addition,  Vendor  will  ship  product  in  compliance  with the
following  applications: Only one type, model and configuration of product shall
be  shipped on a single pallet; Each unique part number will be shipped with the
same  unique UPC code (i.e. the same part number will not be shipped bearing two
or  more  different  UPC  codes).  Each  product  shall be clearly marked on the
outside of the box with its configuration and serial number.  All boxes in which
product  is  shipped  shall  be  constructed of at least 200 burst cardboard box
material.  Vendor  shall  provide  a packing list for each shipment showing each
purchase  order  and  invoice  included  in  that  shipment.

5.0     ADDITIONAL  TERMS

5.1     General Indemnity.  Vendor shall defend, indemnify and hold harmless the
reseller  from  and  against  any  loss,  damage  or  expense, including without
limitation reasonable attorney's fees, arising from any claim, suit, judgment or
proceeding  brought  or  asserted any third party, or any nature, arising in any
manner from, relative to or in conjunction with Vendor's acts of failure to act.
FCC Compliance - In addition to any other warranties, express or implied, Vendor
also  warrants  that  all  of  its  Products  provided  to  Reseller are in full
compliance  with  all  applicable Federal Communication Commission requirements.
Reseller shall defend, indemnify and hold harmless the reseller from and against
any  loss, damage or expense, including without limitation reasonable attorney's
fees,  arising  from any claim, suit, judgment or proceeding brought or asserted
any  third  party,  or any nature, arising in any manner from, relative to or in
conjunction  with  Reseller's  acts  or  failure  to  act.  FCC  Compliance - In
addition  to  any  other  warranties,  express  or  implied.

5.2     Intellectual  Property  Warranty,  Indemnity  and Authorization.  Vendor
represents and warrants that it owns or is the authorized licensee of all right,
title and interest in and to any trademarks, service marks, trade , trade names,
logos,  designs,  copyright,  patents  and any other proprietary rights (the "IP
Rights")  that  appear  on  Vendor's  Products,  are used in connection with the
advertising  or  function  of Vendor's Products or otherwise are associated with
Vendor's  Products.  Vendor  shall  defend, indemnify and hold harmless Reseller
from final judgments for damages by courts of competent jurisdiction, arising in
any manner from, relative to or in connection with Vendor's IP Rights.  Reseller
shall  have the right to participate in the defense of any claim or suit brought
against  Reseller  and/or Vendor related to Vendor's IP right at Reseller's sole
expense  and  through  counsel of Reseller's choosing.  Vendor hereby authorizes
Reseller  to  use  Vendor's  IP  Right  in  Reseller's  advertising,  sale  and
distribution  of  Vendor's  products with Vendor's reasonable guidelines on such
use.  Limitations  on  liability  to valid U.S. patents issued as of the date of
this  Agreement.  Any  indemnity  is  conditional  to Reseller promptly advising
Vendor  of  any  claim, cooperating or not, agreeing to settle or compromise the
claim  without  Vendor  approval.

5.3     Termination.  This  Agreement  will remain in effect until terminated by
either  party  without  cause  on  30 days notice in writing to the other party.
This  Agreement may be terminated for cause within 24 hours notice in writing to
the other party.  Any notice of cancellation of this Agreement shall be given in
person  or  via  confirmed  fed-ex  notification.

5.4     Entire  Agreement/Conflicts.  This  Agreement  is  the  entire  contract
between  the  parties,  and  supersedes  all prior negotiation, understanding or
agreements,  written  or  oral.  The Creative computer Advertising Agreement may
supplement  this  Agreement,  but  this  Agreement controls over any conflicting
terms in the Advertising Agreement, this Agreement controls.  To the extent that
any  term  in a form or document used or prepared by Vendor differs or conflicts
with  this  Agreement,  this  Agreement  controls.

5.5     Modifications.  Any  and  all changes and additions to the above must be
agreed  to  in  writing  by  both  parties.

5.6     Governing  Law,  Jurisdiction  and  Venue.  This Agreement is entered in
California  and the substantive laws of the state of California (and not the law
regarding conflicts of law) shall govern any disputes.  Any dispute arising from
this  Agreement  or  the  Advertising  Agreement  shall  be resolved in state or
federal court in Los Angeles County, California and the parties hereby submit to
jurisdiction  and  venue  in  such  courts.

<PAGE>

5.7     Statement  on  Y2K Compliancy.  Vendor expressly warrants and represents
that  all  products  sold  to  Reseller  under  this  Agreement will not produce
operational, logical or arithmetic inconsistencies or otherwise fail to properly
function  when  dealing  with  dates  beyond  1999, the so-called Year 2000 Bug.
Vendor  understands  that  Reseller  is  relying  upon  this  warranty  and
representation  in purchasing product from Vendor and that but for this warranty
and representation Reseller would not purchase and resell such products.  Vendor
further  agrees to defend and indemnify Reseller from and against all successful
claims,  demands,  suits or actions against Reseller or any of its affiliated or
subsidiary  companies  arising  out  of  or  related  to the failure of products
purchased  hereunder  by Reseller to properly deal with the dates beyond 1999 as
described  herein.  Any  indemnification  is  conditional upon Reseller promptly
notifying cooperating in the defence thereof and not compromising or agreeing to
settlement  of  such claim without Vendor's consent.  No liability to the extent
that  failure  is  due  to  interaction  with  third  party products, or product
customized  to  Resellers  or  End-Users specifications, or if failure is due to
modifications  to  products  by  any  party  other  than  Vendor.

/s/S.  Montgomery V.P. Sales  April 4, 2000   /s/Komal Shah April 5th, 2000
------------------------------------------    ----------------------------
Vendor  Representative  Name/Title            eLinux.com  Representative Title

Vendor  Representative  Signature   Date

Komal  Shah,  Director  of  Marketing
-------------------------------------
eLinux.com  Signature   Date