MERLIN SOFTWARE TECHNOLOGIES INC. ("MERLIN")
                               RESELLER AGREEMENT

The  Parties  noted  below  agree  as  follows:
1.     For  the  purpose  of  this  Agreement:
"Effective  Date"  means  the  date  specified  below:

"Software"  means  the  computer  software  programs,  in object code form only,
stored  on  some  medium  and  associated  user  manuals and other documentation
("Related  Documentation")  included  in the sealed package, developed by MERLIN
and  marketed  under  the  trade-mark  PerfectBACKUP+.

"Shrink  Wrap  License"  means  a  document  included  in  the sealed package on
delivery of the Software authorizing an end user to use the Software and Related
Documentation.

"Territory"  means  worldwide with the exception of Direct Sales in the U.K. and
Southern  Ireland.

2.     MERLIN  hereby  grants  to  RESELLER  subject to the terms and conditions
contained  in  this  Agreement,  including  the  attached  Schedule  "A",  a
non-exclusive,  non-transferable  right  to  market, demonstrate, distribute and
sell the Software to other distributors, resellers and end user customers in the
Territory  for  use on computers located in the Territory.  RESELLER shall order
all  copies  of  the  Software  from  MERLIN  or a MERLIN Authorized Distributor
("SAD")  on terms agreed to between RESELLER and MERLIN or SAD and shall use its
best  efforts to market, demonstrate and distribute the Software to customers in
the  Territory.

3.     RESELLER  acknowledges  that  the  Software  contains  confidential  and
proprietary information and trade secrets belonging to MERLIN and its licensors,
that  title  and ownership rights to the Software and the Related Documentation,
including  all  worldwide intellectual property rights, shall remain exclusively
with  MERLIN  and  its licensors, and that RESELLER's rights to the Software and
the  Related Documentation are strictly limited to those specifically granted in
this  Agreement.  Except  as expressly permitted herein, RESELLER shall not make
any  copies  of  the  Software  or the Related Documentation without the express
written  consent  of  MERLIN.

4.     RESELLER shall not make, without the prior written consent of MERLIN, any
claim,  representation  or  warranty  about  MERLIN  or  the Software other than
presenting  current  information  that  has  been  published  by  MERLIN.

5.     On  all  matters  relating  to  the  use of MERLIN's trade name, logo and
trade-marks,  including  without  limitation,  use  in advertising and marketing
materials,  RESELLER  shall  obtain prior written approval of MERLIN in order to
assure  proper use and shall follow all written guidelines provided by MERLIN as
to  proper  use.

6.     RESELLER  shall alert customers  and potential customers to the technical
support  options which are available from MERLIN, as advised by MERLIN from time
to  time.

7.     RESELLER  shall provide MERLIN with a written report on a quarterly basis
setting  forth:  (a)  detailed information about each customer that has acquired
the  Software  including  company  name,  address (including e-mail address) and
contact  name  and  the  quantity  of the Software acquired; and (b) three month
forecast  of  expected  sales.

8.     MERLIN  may  periodically  revise MERLIN's suggested retail price for the
Software  in which case RESELLER will be given at least thirty (30) days written
notice.

9.     MERLIN  shall  supply  to  RESELLER  in a timely and efficient manner all
MERLIN  promotional  material  ordered by RESELLER with respect to the Software,
subject  to  MERLIN's  then  current  charges  for  such  materials.

10.     MERLIN  shall  not  be required to make training in the marketing, sale,
operation  or  use  of  the  Software  available  to  RESELLER.

11.     In  order  for  RESELLER  and  MERLIN  to  effectively  carry  out their
respective  obligations  hereunder, each party may from time to time disclose to
the  other  party  confidential  information.  Confidential information shall be
clearly  designated  in  writing  as  confidential,  or  if  verbally disclosed,
identified  as being confidential.  Without limiting the foregoing, confidential
information  of  MERLIN  includes all information about the Software (subject as
set  out  below)  and  any proposed enhancements, new functions, new versions or
other  improvements  thereto.  Confidential  information  does  not  include:
(a)     information  generally  available  to  or  known  to  the  public;
(b)     information  previously  known  to  the  recipient;
(c)     information  independently  developed by the recipient without access to
the  discloser's  confidential  information;  or
(d)     information  lawfully  disclosed  by  a  third  party.

<PAGE>

12.     Each  party  acknowledges  a  relationship  of trust and confidence with
respect  to  the confidential information  of the other.  Each party agrees that
it  shall  not disclose confidential information of the other to any third party
without  the  express  written  consent  of  the  other party, that it shall not
reproduce  such  confidential  information  or make use of any such confidential
information  other than for performance of its obligations under this Agreement,
and  that  it  shall use at least the same degree of care to avoid disclosure of
such  information  as  it uses with respect to its own confidential information.
This  obligation  shall  survive  termination  of  this  Agreement  and does not
supersede  or  replace  any  prior non-disclosure covenants in place between the
parties.

13.     OTHER  THAN  THE  WARRANTY  PROVIDED  TO  THE  END  USER AS SET FORTH IN
MERLIN'S  SHRINK  WRAP  LICENSE,  MERLIN  DISCLAIMS  ALL  OTHER  WARRANTIES  AND
CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT
LIMITED  TO,  THOSE  OF  MERCHANTABLE  QUALITY,  DURABILITY  AND  FITNESS  FOR A
PARTICULAR  PURPOSE.

14.     MERLIN  shall  in  no  event  be  liable  to  RESELLER  for any special,
indirect,  incidental,  consequential,  punitive or exemplary damages, including
loss  of profits, loss of data, loss of business, failure to realize anticipated
savings and shall not be liable to RESELLER for any legal fees and disbursements
incurred  by  RESELLER, in connection with any claim under this Agreement and/or
the  Software.  MERLIN's  total  aggregate liability to RESELLER for any and all
claims  under  this  Agreement and/or in connection with the Software, including
any  claim  under  contract  (including  fundamental  breach),  tort  (including
negligence)  or  for  infringement  of  intellectual  property  rights, shall be
limited  to  direct  damages  and  shall  not  exceed the sum of twenty thousand
dollars  CDN  (CDN  $20,000).

15.     The  term  of  this  Agreement  shall commence on the Effective Date and
shall  continue  in  force  for  one  (1)  year  from such date.  Thereafter the
Agreement  shall  automatically  renew  for  additional  one  (1)  year periods,
provided  that  during  any  such renewal period either party may terminate this
Agreement  for convenience upon giving thirty (30) days' prior written notice to
the other.  Either party may immediately terminate this Agreement or suspend any
rights  granted  hereunder  upon notice to the other in the event that the other
party  fails  to perform any obligation under this Agreement within fifteen (15)
days  after  receiving  notice  from  the  terminating  party.  On expiration or
termination,  each party shall promptly remit to the other all unpaid monies due
under  this  Agreement  and  shall  return  to  the other party all confidential
information  of  the  other party in its possession or control.  This Section 15
and  Sections 3, 11, 12, 13, 14, 15 and 16 shall survive the termination of this
Agreement.

16.     RESELLER  is an independent contractor and the parties are not agents or
legal  representatives of each other and have no power of attorney to represent,
act  for,  bind  or  commit  each  other  except as described in this Agreement.
Neither  execution  nor performance of this Agreement shall be construed to have
established  any  joint  venture or partnership between MERLIN and RESELLER.  In
the  event  that  any  provision of this Agreement shall not be enforceable, the
remainder  of  this  Agreement  shall  remain  in  full  force and effect.  This
Agreement  is  not  assignable.  This Agreement and any matters relating thereto
shall  be governed, construed and interpreted in accordance with the laws of the
Province  of  British  Columbia, Canada, without regard to its conflicts of laws
rules.  The  provisions  of  the  1980  U.N.  Convention  on  Contracts  for the
International  Sale of Goods shall not apply to this Agreement.  In the event of
any dispute hereunder, the parties hereby irrevocably submit to the jurisdiction
of  the  courts  of  the  Province  of  British  Columbia.

17.     This  Agreement,  including  the  attached Schedule "A", constitutes the
full  and  entire  understanding  and agreement between RESELLER and MERLIN with
respect  to  the  marketing,  demonstration and distribution of the Software and
supersedes  all  negotiations,  commitments  and understandings, both verbal and
written,  with  respect  thereto.  No modifications, additions, or amendments to
the  terms  of this Agreement shall be effective unless in writing and signed by
the  duly  authorized  representatives  of  RESELLER and MERLIN.  RESELLER shall
fully  comply  with  the  applicable  export  restriction laws of Canada and the
United  States  in its distribution of the Software as permitted hereunder.  All
notices  required  or permitted to be given hereunder shall be given by personal
delivery  and  shall be deemed received at the time of delivery.  Time is of the
essence  in  this  Agreement.  Any  waiver by one party of a breach by the other
party  hereunder  shall  not  operate  as  a waiver of any subsequent or similar
breach.

This Agreement is effective the ----- day of -----------, 200--- (the "Effective
Date")

CIRCADIAN  SOFTWARE
8185  Pillow  Rd.
Sebastepol,  CA  95472

(herein  referred  to  as  "RESELLER")

 /s/ Bryan  Kennedy
-------------------
Signature

Print  Name:  Bryan  Kennedy
              --------------

Title:    Owner
          -----

MERLIN  SOFTWARE  TECHNOLOGIES  INC.
Ste. 420-6450 Roberts Street
Vancouver, B.C.
Canada  V5G  4E1

(herein referred to as "MERLIN")

/s/ S. Montgomery
-------------------
Signature

Print  Name: S. Montgomery
----------------------------------

Title:    V.P. Sales
-------------------------


<PAGE>


                        MERLIN SOFTWARE TECHNOLOGIES INC.

                       SCHEDULE "A" TO RESELLER AGREEMENT
                      BETWEEN THE PARTIES DATED  2/4, 2000
                                (the "Agreement")

     Until  such  time  as  MERLIN  has advised RESELLER of the name of a MERLIN
Authorized  Distributor  from  which  RESELLER  can order the Software, RESELLER
shall  order  all copies of the Software from MERLIN by providing MERLIN with an
order  form  referencing this Agreement, requesting a delivery date, stating the
ship-to-address  and  specifying  the  number  of  copies  required.

     RESELLER shall pay MERLIN its U.S. list price in U.S. dollars for each copy
of  the  Software ordered for distribution by RESELLER [less a discount of forty
percent  (40%).]  MERLIN  shall  be  responsible  for all shipping and insurance
charges associated with delivery of the Software to RESELLER's address specified
on  the  Agreement and the terms of each sale shall be DDP (Delivered Duty Paid,
as  that  term  is  defined in the publication "Incoterms 2000" published by the
International  Chamber  of  Commerce)  RESELLER's  address  specified  on  the
Agreement.  The  full  responsibility  for  credit  risk of and collections from
RESELLER's customers rests with RESELLER.  All credits and returns in respect of
the  Software  shall  be  according to MERLIN's policies then in effect.  Unless
otherwise  agreed  by  MERLIN,  RESELLER  shall  be  responsible  all  shipping,
insurance  and  related  costs for all returns of unsold and old versions of the
Software.  RESELLER  shall  pay  MERLIN 10% of MERLIN's retail price per copy of
the  Software  returned  to  MERLIN as a restocking charge if RESELLER wishes to
replace  older  versions  of  the  Software  with  the  then  current  version.

     All  monies  are  due  and  payable  under  this  Agreement upon receipt of
invoice.  RESELLER  shall  pay  interest on accounts overdue by more than thirty
(30) days at a rate of one and one half percent (1.5%) per month (18% per annum)
or  the  maximum  legal  interest  rate, whichever is less.  MERLIN reserves the
right  to  require  security for payment from RESELLER for any particular or all
orders.  Title to all copies of the Software included with each order shipped to
RESELLER  shall  remain  with MERLIN until payment in full is received by MERLIN
for  such  order.  RESELLER  hereby  grants  to MERLIN a purchase money security
interest  in  all  copies of the Software delivered to RESELLER and all proceeds
thereof,  as  security  for  payment.  MERLIN  is  entitled  to  file,  in  any
jurisdiction  where  the  Software delivered to RESELLER is located, a financing
statement  in  order  to  perfect  its  purchase money security interest granted
herein.  RESELLER  acknowledges  receipt  of  a  copy  of the Agreement and this
Addendum  and  waives  its right to receive a copy of any financing statement or
financing  change  statement  filed  by  MERLIN.

     Dated  this  14th  day  of  February,  2000.
CIRCADIAN  SOFTWARE
8185  Pillow  Rd.
Sebastepol,  CA  95472

(herein  referred  to  as  "RESELLER")

 /s/ Bryan  Kennedy
-------------------
Signature

Print  Name:  Bryan  Kennedy
              --------------

Title:    Owner
          -----

MERLIN  SOFTWARE  TECHNOLOGIES  INC.
Ste. 420-6450 Roberts Street
Vancouver, B.C.
Canada  V5G  4E1

(herein referred to as "MERLIN")

/s/ S. Montgomery
-------------------
Signature

Print  Name: S. Montgomery
----------------------------------

Title:    V.P. Sales
-------------------------