SOFTWARE LICENSE, OEM AND DISTRIBUTION AGREEMENT
This  Software  License, OEM and Distribution Agreement ("Agreement") is made as
of  February  22,  2000  (the  "Effective  Date")  between  TurboLinux, Inc. , a
Delaware  corporation  ("TurboLinux"), having its principal place of business at
2000  Sierra  Point  Parkway,  Suite  401,  Brisbane,  CA 94005, USA, and Merlin
Software Technologies, Inc. ("Merlin" or "Licensee"), having its principal place
of  business  at  6450 Roberts Street, Suite 420, Burnaby, British Columbia, V53
4E1,  CANADA.

1.0     DEFINITIONS.

1.1     "Program"  shall  mean a binary-based copy of the TurboLinux Workstation
Lite  product  version  6.0  or  later,  and  any additional TurboLinux products
licensed  by  TurboLinux  to  Merlin  pursuant  to  this  Agreement.

1.2     "Bundling"  shall  mean  the act of shipping the Product with the latest
version  of  the  Merlin  Product.

1.3     "Confidential  Information" shall mean all confidential information of a
party (including without limitation technical, marketing, financial, planning or
other confidential or proprietary information, as more particularly described in
section  B  of  Exhibit  C).  Any information disclosed' by the party disclosing
Confidential  Information  to  the  other  party  under  this  Agreement  (the
"Discloser") will be considered Confidential Information by the other party only
if  such  information is marked as confidential at the time of disclosure, or if
provided  orally,  is  identified  as confidential at the time of disclosure and
confirmed  in  writing  within  thirty  (30)  days  of disclosure.  Confidential
Information  will  be  subject  to the limitations set forth in Section 6 below.

1.4     "Documentation"  shall mean non-confidential documentation provided with
the  software'  licensed  by  TurboLinux  to  Licensee hereunder (including user
manuals  and  technical information, as more particularly described in section A
of  Exhibit  C).

1.5     "Enhancements"  shall  mean all modifications to the Program made solely
on  behalf of Licensee but do not include separate add-on products which contain
no  Program  code.

1.6     "Infringement  Action"  shall mean any claim, suit or proceeding brought
for infringement of any U.S. patent, copyright, trademark, or trade secret, of a
third  party.

1.7     "Infringement  Product"  shall mean a product whose use is restricted as
the  result  of  an  injunction  issued  in  an  Infringement  Action.

1.8     "Intellectual  Property  Rights"  shall  mean  the following rights that
pertain  to  the  Program  and  the  Documentation:

(a)     Rights  in  all  U.S.  and foreign patents and any related applications,
renewals, continuations, continuations-in-part, divisionals and other derivative
rights;

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(b)     Rights  in the trademarks including, but not limited to, those listed in
Exhibit  B that are enforceable under common law, state law, federal law, or the
laws  of  foreign  countries;

(c)     Rights  in  copyrights  and  rights  of  authorship  arising  under  any
jurisdiction;  and

(d)     Rights  in  trade  secrets under common law, state law, federal law, and
laws  of  foreign  countries.

1.9     "Object  Code"  shall  mean  any  machine  executable  code.

1.10     "Release"  shall  mean a release of the Program that ma be either a new
Version  or  a

1.11     "Version"  shall mean the binary release of the Program that TurboLinux
makes  available to the Licensee under the terms of the Agreement.  A Version is
designated  by  a  numeric identification of the form "N.M" where "N" designates
the  Version  identification.

1.12     "Revision"  shall  mean  a  release  of  the  Program  incorporating
corrections  and  minor  enhancements to the prior Version that TurboLinux makes
generally  available  to  the  public.  A  Revision  is  designated by a numeric
identification  of  the  form  "N.M"  where  the  "M"  designates  the Revision.

1.13     "Merlin  Customers"  shall  mean  Licensee end-users who have purchased
copies  of  the  Merlin  Product.

1.14     "Merlin  Product"  shall mean the Merlin software products set forth in
Exhibit  A  (as  such  exhibit     may  be modified from time to time by written
agreement  of  the  pat-tics),  and  any subsequent versions or releases of such
products,  including  any  user  manuals  provided  with  such  software.

1.15     "TurboLinux  OS"  shall  mean  the  TurboLinux  version  of  the  Linux
Operating  System.

2.0     LICENSE  GRANI.

2.1     Subject to the terms and conditions of this Agreement, TurboLinux hereby
grants  to  Licensee,  under  TurboLinux's  Intellectual  Property  Rights,  a
royalty-bearing,  worldwide,  non-exclusive,  non-transferable  (except  in
accordance  with  this  section  and  section  10.3  below)  license to use (for
internal  and  demonstration  purposes  only, and not to provide services to any
third  party  or  analogous  use)  and distribute the Program, via a sublicense,
bundled  with a version of Merlin Product, directly and indirectly to end-users,
as  provided  in Exhibit D, in accordance with the terms of Section 4.1.3 below.

2.2     Sublicensing.

     2.2.1     Licensee  may  not  sublicense  the rights to use, reproduce, and
distribute  the  Program  without  the,  written  permission  of  TurboLinux.

2.2.2     All  end-user  sublicenses  granted  under  this  Agreement  shall  be
consistent  with  the, terms of this Agreement (including without limitation the
terms  of  Exhibit  D)  and  no  less

<PAGE>

     protective  of  TurboLinux's Intellectual Property Rights than as set forth
herein  or  in  TurboLinux's     standard end-user software license agreement, a
copy  of  which  has  been  provided  to  Merlin  as  of  the  Effective  Date.

2.3     Except  as  set  forth  herein, TurboLinux retains all right, title, and
interest in the Program and Documentation.  Although Licensee is not required to
pursue  any  enforcement  measures with respect to the Program or Documentation,
Licensee  agrees  to  take commercially reasonable measures at TurboLinux's sole
cost  to  protect  TurboLinux's  proprietary  rights  ill  the  Program  and
Documentation;  in  the event that Licensee seeks to pursue enforcement measures
with  respect to the Program or Documentation, Licensee will obtain TurboLinux's
prior  written  authorization  before  doing  so.  Except  as  set forth herein,
Licensee  is  not  granted  any  other rights or license to patents, copyrights,
trade  secrets,  or  trademarks  with respect to the Program or Documentation or
other  TurboLinux  Confidential  Information.  Each party shall notify the other
party  in  writing  upon  its  discovery  of  any  unauthorized  sue or claim or
infringement  of  the  Program  or  Documentation  or  either  party's  patents,
copyrights,  trade  secrets,  trademarks, or other intellectual property rights,
and  use commercially reasonable efforts to assist the other party, at the other
party's  expense  in  relation  thereto.

3.0     PAYMENTS

3.1     Royalties.

     3.1.1     No  royalty  shall  be  due  for  any copy used or distributed by
Licensee  only  for  reasonable  demonstration,  training,  or support purposes.
Licensee  agrees  that  this  Section  3.1.1 shall not be employed to defeat the
royalty  obligations  arising  under  Section  3.1.2.

     3.1.2     Subject  to  the  terms  of Section 3.1.1 and Exhibit D, Licensee
shall  pay  TurboLinux  a  royalty  in  accordance with the schedule attached as
Exhibit  D  for  each  copy  of the Program sold, directly or indirectly, either
internally  or  externally,  by  Licensee  or  its  sublicensees, for the rights
granted  in  section  2.1  above.

3.2     General  Terms  of  Payment.

     3.2.1     Royalty  payments  due to TurboLinux for a given calendar quarter
(or  portion thereon shall be made within thirty (30) days after the end or such
quarter,  and  payments which are not so paid will be subject to interest at the
rate of three percent (3%) per month or the maximum allowed by law until paid in
full.  Payments  shall  be  accompanied by a report detailing how such royalties
are  calculated.

     3.2.2     Licensee  shall maintain true and accurate records, in accordance
with  generally accepted accounting principals, for the calculation of royalties
during  the  term  of  this  Agreement and for eighteen (I 8) months thereafter.
During  the term of this Agreement, and for a period of one (1) year thereafter,
TurboLinux  may,  at  its  expense,  engage  an  independent  auditor reasonably
acceptable  to  Licensee  to  review such records (to a maximum of eighteen (18)
months  prior)  and  verify royalty payments, provided that the auditors execute
Licensee's  confidentiality  agreement  and  provided  that  TurboLinux  may not
conduct  said audits more than once in any calendar year.  In the event that the
audit reveals an underpayment of royalties that exceeds ten percent (10%) of the
total  royalties  due,  Licensee  shall  pay  TurboLinux  105%  of  any

<PAGE>

royalties due and any interest accrued thereon, and reimburse TurboLinux for the
reasonable  cost  of  the  audit.

     3.2.3     Licensee  shall  be solely responsible for all taxes on royalties
and other fees required to be paid to TurboLinux under this Agreement, including
state  and  local  use,  sales,  property, and other taxes, excluding only taxes
calculated  solely  on  TurboLinux's  income, including TurboLinux's income from
this  Agreement.

     3.2.4     Licensee  shall  pay  TurboLinux $2,000 (Two Thousand Dollars) in
U.S.  funds upon the execution of this Agreement as the prepayment of 20% of the
projected  royalties  for  the  2000  calendar  year.

4.0     MARKETING,  DELIVERY,  AND  MANUFACTURING.

4.1     Licensee  shall, at its own expense, use commercially reasonable efforts
to  market  the Program as Bundled with the Merlin Product.  Licensee shall have
the  right  to  customize the Documentation for its own marketing, distribution,
sales,  and  support  efforts.

     4.1.1     Bundling  Requirement.  Licensee  agrees,  for  the  term of this
Agreement,  to  Bundle  the  Program  with  all new Merlin Products.  TurboLinux
agrees,  for  the  term  of  this  Agreement,  to  include the binary version of
PerfectBACKUP+  into  the  companion CD of TurboLinux Workstation and TurboLinux
Server  products which are produced during the term of this Agreement, beginning
with  TurboLinux  Workstation  Version  7.0  and  TurboLinux Server Version 7.0.

     4.1.2     Logo  Requirement.  Licensee  agrees,  for  the  term  of  this
Agreement,  to  include the TurboLinux logo on the CD media and outer box of the
Merlin  Product.

     4.1.3     Marketing  Communications  Requirement.  TurboLinux  and  Merlin
agree  to  provide  to  each  other  their  respective  marketing communications
material  including  without  limitation  artwork,  logo clip art, and executive
quotations  for  press  releases.

4.2     This  Agreement  does  not  create  any  partnership,  agency,  or other
relationship  other than that of licensee and licenser (independent contractors)
in  accordance  with  the  express  provisions  of  this  Agreement.

4.3     Merlin agrees to make the Merlin Product compatible and fully functional
with  the  TurboLinux  OS.

5.0     SUPPORT.

5.1     As between Licensee and TurboLinux, TurboLinux shall, during the term of
this  Agreement, provide fee-based technical support for the Program distributed
to  end-users  by  Licensee,  which  fees  will  be  collected directly from the
end-user  by  TurboLinux.

5.2     As  between  Licensee  and  TurboLinux, Merlin shall, during the term of
this Agreement, provide all technical support for the Merlin Program distributed
to  end-users  by  Merlin.

<PAGE>

6.0     CONFIDENTIAL  INFORMATION.

6.1     A recipient of Confidential Information shall protect the Information by
using  the same degree of care, but no less than a reasonable degree of care, to
prevent  any  unauthorized  use,  dissemination, or publication as the recipient
uses  to  protect  its  own  Confidential  Information  of  a  like nature.  The
recipient  shall restrict access to the Confidential Information to those of its
employees having a need to know.  The recipient's obligations under this section

6.1  shall continue indefinitely, not withstanding the expiration or termination
of  this  Agreement.

6.2     A  recipient  of  Confidential Information acknowledges and agrees that:

(a)     The  Discloser  will  be  irreparably  injured  by  the  disclosure  or
threatened  disclosure  of  any  Confidential  Information  in violation of this
Agreement;  and

(b)     In  addition  to  any  other remedies available at law or in equity, the
Discloser  may  obtain  an  injunction  to  prevent  such  disclosure  or  the
continuation  of  such  disclosure.

6.3     Confidential  Information  does  not  include  information  that:

(a)     Was  rightfully  in  the  recipient's possession before receipt from the
Discloser;

(b)     Is  or  becomes  a  matter  of  public knowledge through no fault of the
recipient;

(c)     Is  rightfully  received  by  the recipient from a third party without a
duty  of  confidentiality;

(d)     Is  disclosed  by  the  Discloser  to  a  third  party without a duty of
confidentiality  on  the  third  party;  or

(e)     Is  independently  developed  by  the  recipient  without  access to, or
knowledge  of,  the  Disclosurer's  Confidential  Information.

6.4     Confidential  Information  may  be  disclosed  under operation of law or
pursuant  to  a subpoena or other judicial or administrative order, provided the
recipient  gives  the  Discloser  prior  notice  of such required disclosure and
cooperates  with  the Discloser at the Discloser's expense, in any lawful action
to  contest  or  limit  the  scope  of  disclosure.

7.0     PROPRIETARY  NOTICES.

7.1     TurboLinux  shall include within the Program any trademark and copyright
notices as applicable.  Licensee shall reproduce such notices when marketing and
distributing  the  Program.

     Licensee  shall  include  within  the  Program  any trademark and copyright
notices  as  applicable,  TurboLinux shall reproduce such notices when marketing
and  distributing  the  Program.

7.2     Documentation  distributed  by  Licensee  shall  include  the  following
notice:

"Copyright   1997,  1998,  1999,  2000  by TurboLinux, IncAll Rights Reserved."

<PAGE>

     Documentation distributed by TurboLinux shall include the following notice:

     "Copyright   1999,  2000  by Merlin Software Technologies Inc. , All Rights
Reserved."

8.0     ENHANCEMENTS.

     TurboLinux shall own all right, title, and interest to any Enhancements and
derivative  works  of  the  Program  created  by  either  party.

9.0     TERM  AND  TERMINATION.

9.1     This Agreement shall commence on the Effective Date and shall expire one
(1)  year  thereafter, unless earlier terminated for cause.  This Agreement will
automatically renew for successive one (1) year terms unless one party gives the
other  party  sixty  (60)  days'  written  notice  of  its  intent not to renew.

9.2     Either  party may terminate this Agreement if the other party materially
breaches  any provision of this Agreement and if such breach is not cured within
thirty (30) days of written notice from the non-breaching party advising of such
breach.  For purposes of this section 9.2, to the extent permitted by applicable
law,  a  party  will be deemed to be in material breach of this Agreement if the
party:

(a)     Is  the  subject  of  a  petition  in  bankruptcy,  whether voluntary or
involuntary;

(b)     Is  or  becomes  insolvent;  or

(c)     Ceases  to  do  business  in  the  normal  course.

9.3     Upon the termination of this Agreement, (i) if TurboLinux has terminated
this  Agreement for Licensee's breach of Sections 2.2, 2.3, 6, 7, or 9, Licensee
shall  immediately  cease  reproducing  or  distributing  the  Program  and
Documentation,  and  will  return  to TurboLinux (or, at TurboLinux's direction,
destroy)  all copies of the Program and Documentation in its possession; (ii) if
the  Agreement  has  expired  or has terminated for any reason other than as set
forth  in  the  foregoing  subsection  (i), Licensee shall cease reproducing the
Program  and Documentation to be Bundled with Merlin Product as of the effective
date of the termination of this Agreement, and shall have ninety (90) days after
the effective date of the termination to distribute any remaining inventory, and
thereafter  will  return  to TurboLinux (or, at TurboLinux's direction, destroy)
all  copies  of  the Program and Documentation in its possession; and (iii) each
party will return to the other party (or destroy at the other party's direction)
all  Confidential  Information  of  the  other  party.

9.4     Notwithstanding  any  expiration  or  termination of this Agreement, the
following  provisions  expressly survive: Section-,; 2.3 (as to ownership of the
Program  and  Documentation by TurboLinux), 3, 6, 8, 9.3, 9.4, and 10.  Further,
the expiration or termination shall not affect any sublicense agreements validly
granted  by  Licensee  as  of  the  date  of  expiration  or  termination.

<PAGE>

10.0      MISCELLANEOUS  PROVISIONS.

10.1     Notices.  All notices required under this Agreement shall be in writing
and  shall  be considered given upon personal delivery or delivery by electronic
means  (e.g.  fax  or  electronic  mail,  if a confirmation hard copy is sent as
provided  in  section  10.1),  two  business  days after sending by air courier,
addressed  to  the  appropriate  Account  Manager  as  specified  below:

Licensee:     Merlin  Software  Technologies,  Inc.
6450  Roberts  Street
Suite  420
Vancouver,  BC,  V5G  4El
CANADA
Attention:  Legal
Phone  Number:  (604)  320-7227
Fax  Number:  (604)  320-7277

TurboLinux:     TurboLinux,  Inc.
2000  Sierra  Point  Parkway
Suite  401
Brisbane,  CA  94005
USA
Attention:  Legal
Phone  Number:  (650)  244-7777
Fax  Number:  (650)  244-7766

10.2     Confidentiality  of  Agreement.  Neither  party  shall  disclose to any
third  party  the  terms  of this Agreement other than its existence in general;
provided, however, that either party may disclose the terms of this Agreement to
its  attorneys,  accountants, bankers, advisors, and investors, and to potential
Investors  and  their  attorneys,  accountants,  bankers,  and  advisors.

10.3     Assignment.  Neither  party  may  assign  nor  transfer  its  rights or
responsibilities  set  forth  in this Agreement without prior written consent of
the other party, which shall not be unreasonably withheld, except in the case of
merger  or  acquisition  of all or substantially all of the stock or assets of a
party,  in  which  case  consent  will  not  be  required.

10.4     Waiver.  A  party's  failure  to  exercise any of its rights under this
agreement  shall not constitute a waiver or forfeiture of any such rights nor of
any  other  rights.

10.5     Export.  The  parties  acknowledge  that  the  export  of  the Program,
Documentation,  and  TurboLinux  Confidential  Information  may  be  subject  to
regulations which may prohibit the export of such information to certain foreign
countries  or  the  disclosure of such information to certain foreign nationals,
and  Licensee  agrees  to  obtain  any  such  approval or equivalent document in
relation  thereto,  with  the reasonable assistance of TurboLinux.  The parties,
therefore,  agree  to  comply  strictly  with  all  applicable  export  laws,
regulations,  executive  orders  and  the  like.

<PAGE>

10.5     Exhibits.  In the event of any conflict between an Exhibit and the main
body  of  this  Agreement, the latter shall control.  The following Exhibits are
incorporated  in  full  into  this Agreement by the first reference to each such
Exhibit:

(a)     Exhibit  A,  Program  Description;

(b)     Exhibit  B,  TurboLinux  Trademarks;

(c)     Exhibit  C,  Documentation;

(e)     Exhibit  D,  Royalty  Schedule  and  Payment  Terms;  and

10.7     Governing  Law.  This  Agreement shall be governed by, and construed in
accordance  with  the  laws  of  the State of California, U.S.A., without giving
effect  to  the principles of conflict of law.  The United Nations Convention on
Contracts  for  the  International  Sales of Goods is specifically excluded from
application  to  this  Agreement.

10.8     Injunctive  Relief.  Unauthorized  use  of the Program, any information
contained  herein,  or other Confidential Information will diminish the value of
either  party  of  the  trade  secrets  and proprietary information that are the
subject  of  this  Agreement.  Therefore,  if  either  Party breaches any or its
obligations  hereunder, the affected party shall be entitled to equitable relief
to  protect  its  interests  therein,  including  but  not limited to injunctive
relief,  as  well  as  monetary  damages.

10.9     Entire  Agreement. This Agreement and the Exhibits represent the entire
agreement  between  the  parties  as to the matters set forth and integrates all
prior  or  contemporaneous  discussions  and  understanding  between them.  This
Agreement  may only be modified by a written' instrument signed by an authorized
representative  of  both  Licensee  and  TurboLinux.

MERLIN  SOFTWARE  TECHNOLOGIES,  INC.     TURBOLINUX,  INC.

By:  "S.  Montgomery"                     By:  "Toni  Marie  Sutliff"
     ----------------                     ---------------------------
Name:  Shelley  Montgomery                Name:  Toni  Marie  Sutliff
       -------------------                ----------------------------
Title:  V.P.  Marketing                   Title:  Sr.  Dir.  Of  Admin.
--------------------------                -----------------------------

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                                    EXHIBIT A

Product  Descriptions

1.     Program

The  Program  is  fully  described  as  the  binary-based copy of the TurboLinux
Workstation Lite product version 6.0 or later.  The Program does not include the
Source  Code  CD or Companion CD as packaged in the retail version of TurboLinux
Workstation.

The  Program  will  consist  of  the  following  elements:

-  the  Linux  operating  system,
-  EnlightenDSM  3.2.0,  and
-  royalty  free  utilities.

2.     Merlin  Product
The  Merlin  Product  is  described  as  PerfectBACKUP+  version  6.2 or higher.

<PAGE>
                                    EXHIBIT B

TurboLinux  Rights

Licensee  shall  include a trademark acknowledgment in all copies of the Program
and  any  documentation  derived  from Documentation.  Such acknowledgment shall
specify that the Program and Documentation are based on TurboLinux's Program and
shall  be  worded  as  follows:

TurboLinux is a registered trademark of TurboLinux, Inc.  TurboLinux Workstation
Lite,  TurboLinux  Workstation,  TurboLinux  Server  Lite,  TurboLinux  Server,
TurboCluster  Server  are  trademarks  of  TurboLinux,  Inc.  All  information
contained  in  the  manual  for  TurboLinux  Workstation  Lite is proprietary to
TurboLinux,  Inc.,  and  all  rights  are  reserved.

Licensee  Rights

TurboLinux  shall  include  a  trademark  acknowledgement  in  all copies of the
Program  and  any documentation derived from Documentation.  Such acknowledgment
shall specify that the Program and Documentation are based on Licensee's Program
and  shall  be  worded  as  follows:

Merlin  Software  Technologies  Inc.,  Merlin  Softech,  Merlin, PerfectBACKUP+,
Merlin  skateboarder  are  all  Trademarks  of Merlin Software Technologies Inc.

<PAGE>
                                    EXHIBIT C

Documentation

Section  A  -  Sublicensable  Documentation

TurboLinux  will  provide  an  electronic  form  of  the  end-user Documentation
currently  delivered  with  the  Program  when purchased by TurboLinux customer,
including,  but  not  limited  to:

(1)     TurboLinux  Workstation  6.0  User  Guide

Section  B  -  Confidential  Documentation

This shall include any technical and business information relating to inventions
or  products,  research  and  development,  product  planning  methodologies,
manufacturing  and  engineering processes, costs, profit, or margin information,
employee  skills and salaries, finances, customers, marketing and production and
Future  business  plans  of  the Discloser.  Confidential Documentation may also
include  confidential  proprietary and/or trade secret information that is owned
by  third parties who may have disclosed such information to either party in the
course  of  such  party's  business.

<PAGE>
                                    EXHIBIT D

Royalty  Schedule  and  Payment  Terms

Subject  to  Section  3.  1.1  of  the  Agreement,  for each copy of the Program
reproduced  by  Licensee  for  distribution  via sublicense as authorized in the
Agreement,  Licensee  shall  pay  to  TurboLinux  the  following  amounts:

-     $  1.00  for less than or equal to 10,000 units shipped per calendar year.

-     $0.95 for less than or equal to 15,000 units shipped, but more than 10,000
units  shipped  per  calendar  year.

-     $0.80 for less than or equal to 25,000 units shipped, but more than 15,000
units  shipped  per  calendar  year.

-     $0.60  for  more  than  25,000  units  shipped  per  year.