THIS  is  dated  for  reference  the  3rd  day  of  March,  2000

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

(the  "Company")

                                                               OF THE FIRST PART

AND:

WILLIAM  HELLER  of  1912  Ironwood  Court,  Port  Moody,  BC  V3H  4C3

(the  "Contractor")
                                                              OF THE SECOND PART

A.          The  Company desires to retain the Contractor to provide the Company
with  the  services  detailed  in  Schedule "A" hereto (the "Services"), and the
Contractor  has  agreed  to provide the Services to the Company on the terms and
conditions  of  this  Agreement.

          NOW  THEREFORE  THIS  AGREEMENT WITNESSES that in consideration of the
mutual  covenants and promises set forth herein, and for other good and valuable
consideration,  the  receipt  and sufficiency of which is hereby acknowledged by
each,  the  parties  hereto  agree  as  follows:

                                    ARTICLE 1
                     APPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1     Appointment  of  Contractor
          The Company hereby appoints the Contractor to perform the Services for
the  benefit  of  the  Company  as hereinafter set forth, and the Company hereby
authorizes  the  Contractor  to  exercise  such  powers  as  provided under this
Agreement.  The  Contractor accepts such appointment on the terms and conditions
herein  set  forth.

1.2     Authority  of  Contractor
          The  Contractor  shall have no right or authority, express or implied,
to  commit  or otherwise obligate the Company in any manner whatsoever except to
the extent specifically provided herein or specifically authorized in writing by
the  Company.

<PAGE>

1.3     Independent  Contractor
          In  performing  the  Services,  the Contractor shall be an independent
contractor  and  not  an  employee  or  agent  of  the  Company, except that the
Contractor  shall  be the agent of the Company solely in circumstances where the
Contractor  must  be the agent to carry out his obligations as set forth in this
Agreement.  Nothing  in this Agreement shall be deemed to require the Contractor
to  provide  the  Services  exclusively to the Company and the Contractor hereby
acknowledges  that the Company is not required and shall not be required to make
any  remittances  and  payments  required  of  employers  by  statute  on  the
Contractor's  behalf  and  the  Contractor  or  any  of  his agents shall not be
entitled  to  the  fringe  benefits  provided  by  the Company to its employees.

                                    ARTICLE 2
                             CONTRACTOR'S AGREEMENTS

2.1     Expense  Statements
          The  Contractor shall on or before the 15th day of each calendar month
during  the  term hereof, or if a Saturday, Sunday or holiday the next following
business day, render to the Company an itemized statement and accounting for the
previous calendar month, together with such supporting documents as and when the
Company  may  reasonably require, of all expenses which the Company is obligated
by  this  Agreement  to  reimburse.
          The  Contractor may incur expenses in the name of the Company up to an
amount  per  month  as agreed in advance by the Company, such expenses to relate
solely  to  the  carrying  out of the Services.  The Contractor will immediately
forward  all  invoices for expenses incurred on behalf of and in the name of the
Company  and the Company agrees to pay said invoices directly on a timely basis.

                                    ARTICLE 3
                              COMPANY'S AGREEMENTS

3.1     Compensation  of  Contractor
          As  compensation  for the Services rendered by the Contractor pursuant
to  this  Agreement,  the  Company  shall  grant  to the Contractor options (the
"Options")  to  acquire  16,000 common shares of the Company, said Options being
for  a  term of two (2) years, having an exercise price of US$1.00 per share and
vesting  as  to  3,200  common  shares  ninety  (90)  days from the date of this
Agreement,  3,200  common  shares one hundred eighty (180) days from the date of
this  Agreement  and  9,600  common  shares  one  (1) year from the date of this
Agreement.  The  Company  will  grant  the  options  to  the Contractor upon the
execution  of  all  necessary  documents,  including  a  stock option agreement.

<PAGE>

                                    ARTICLE 4
                        DURATION, TERMINATION AND DEFAULT

4.1     Effective  Date
          This  Agreement  shall  become  effective  as of the  day of February,
2000,  and  shall  continue  on  subject  to termination as provided for herein.

4.2     Termination
          This  Agreement  may be terminated by either party by giving the other
30  days written notice of such termination provided that in circumstances where
the  Contractor would otherwise have been entitled to receive a payment pursuant
to Section 3.1 herein within 30 days following termination of this Agreement the
Company  shall  make  such payment to the Contractor as if the Agreement had not
been  terminated.

4.3     Duties  Upon  Termination
          Upon  termination  of  this  Agreement  for any reason, the Contractor
shall  upon receipt of all sums due and owing, promptly deliver the following in
accordance  with  the  directions  of  the  Company:
(a)     a  final  accounting,  reflecting  the  balance  of expenses incurred on
behalf  of  the  Company  as  of  the  date  of  termination;  and
(b)     all documents pertaining to the Company or this Agreement, including but
not  limited  to,  all  books of account, correspondence and contracts, provided
that  the  Contractor  shall be entitled thereafter to inspect, examine and copy
all  of the documents which it delivers in accordance with this provision at all
reasonable  times  upon  three  (3)  days'  notice  to  the  Company.

4.4     Compensation  of  Contractor  on  Termination
          Upon  termination  of this Agreement, the Contractor shall be entitled
to  receive as his full and sole compensation in discharge of obligations of the
Company  to  the  Contractor under this Agreement all sums due and payable under
this Agreement to the date of termination and the Contractor shall have no right
to  receive any further payments; provided, however, that the Company shall have
the  right  to  offset  against  any  payment owing to the Contractor under this
Agreement any damages, liabilities, costs or expenses suffered by the Company by
reason  of  the fraud, negligence or wilful act of the Contractor, to the extent
such  right  has  not  been  waived  by  the  Company.

<PAGE>

                                    ARTICLE 5
                                 CONFIDENTIALITY

5.1     Ownership  of  Work  Product
          All reports, documents, concepts, products and processes together with
any  marketing  schemes,  business  or  sales  contracts,  or  any  business
opportunities prepared, produced, developed, or acquired, by or at the direction
of  the  Contractor,  directly  or  indirectly,  in connection with or otherwise
developed or first reduced to practice by the Contractor performing the services
(collectively, the "Work Product") shall belong exclusively to the Company which
shall  be  entitled  to  all  right,  interest,  profits  or benefits in respect
thereof.  No  copies, summaries or other reproductions of any Work Product shall
be made by the Contractor or any of his agents without the express permission of
the Company, provided that the Contractor is hereby given permission to maintain
one  copy  of  the  Work  Product  for  his  own  use.

5.2     Confidentiality
          The  Contractor  shall  not,  except  as authorized or required by his
duties,  reveal  or divulge to any person or companies any of the trade secrets,
secret  or  confidential  operations,  processes  or dealings or any information
concerning  the  organization, business, finances, transactions or other affairs
of  the  Company,  which  may  come  to  his  knowledge  during the term of this
Agreement  and  shall  keep  in  complete  secrecy  all confidential information
entrusted to him and shall not use or attempt to use any such information in any
manner  which  may  injure  or cause loss, either directly or indirectly, to the
Company's  business  or may be likely so to do.  This restriction shall continue
to  apply after the termination of this Agreement without limit in point of time
but  shall  cease  to  apply to information or knowledge which may come into the
public  domain.
          The  Contractor  shall  comply,  and shall cause his agents to comply,
with  such  directions  as  the Company shall make to ensure the safeguarding or
confidentiality of all such information.  The Company may require that any agent
of  the  Contractor  execute  an  agreement  with  the  Company  regarding  the
confidentiality  of  all  such  information.

5.3     Devotion  to  Contract
          During  the  term  of  this  Agreement,  the  Contractor  shall devote
sufficient  time,  attention, and ability to the business of the Company, and to
any associated company, as is reasonably necessary for the proper performance of
the  Services  pursuant  to  this  Agreement.  Nothing contained herein shall be
deemed  to  require  the  Contractor to devote his exclusive time, attention and
ability  to the business of the Company.  During the term of this Agreement, the
Contractor  shall, and shall cause each of his agents assigned to performance of
the  Services  on  behalf  of  the  Contractor,  to:
(a)     at all times perform the Services faithfully, diligently, to the best of
his  abilities  and  in  the  best  interests  of  the  Company;
(b)     devote  such  of  his  time, labour and attention to the business of the
Company  as  is  necessary for the proper performance of the Services hereunder;
and

<PAGE>

(c)     refrain  from acting in any manner contrary to the best interests of the
Company  or  contrary  to  the  duties of the Contractor as contemplated herein.
5.4     Other  Activities
          The  Contractor  shall  not  be  precluded  from  acting in a function
similar  to that contemplated under this Agreement for any other person, firm or
company.

                                    ARTICLE 6
                                  MISCELLANEOUS

6.1     Waiver;  Consents
          No  consent,  approval  or waiver, express or implied, by either party
hereto,  to or of any breach of default by the other party in the performance by
the  other party of its obligations hereunder shall be deemed or construed to be
a  consent  or waiver to or of any other breach or default in the performance by
such  other party of the same or any other obligations of such other party or to
declare  the  other  party  in  default,  irrespective  of how long such failure
continues,  shall  not  constitute  a general waiver by such party of its rights
under  this  Agreement,  and  the granting of any consent or approval in any one
instance  by  or  on  behalf  of the Company shall not be construed to waiver or
limit  the  need  for  such  consent  in  any  other  or  subsequent  instance.

6.2     Governing  Law
          This Agreement and all matters arising thereunder shall be governed by
the  laws  of  the  Province  of  British  Columbia.

6.3     Successors,  etc.
          This  Agreement shall enure to the benefit of and be binding upon each
of  the  parties  hereto  and  their  respective heirs, successors and permitted
assigns.

6.4     Assignment
          This  Agreement  may  not  be  assigned  by  any party except with the
written  consent  of  the  other  party  hereto.

6.5     Entire  Agreement  and  Modification
          This  Agreement  constitutes  the entire agreement between the parties
hereto  and  supersedes  all  prior agreements and undertakings, whether oral or
written,  relative  to  the  subject  matter  hereof.  To  be  effective  any
modification  of this Agreement must be in writing and signed by the party to be
charged  thereby.

<PAGE>

6.6     Headings
          The  headings  of  the  Sections  and  Articles  of this Agreement are
inserted  for  convenience  of reference only and shall not in any manner affect
the construction or meaning of anything herein contained or govern the rights or
liabilities  of  the  parties  hereto.

6.7     Notices
          All  notices,  requests  and  communications  required  or  permitted
hereunder shall be in writing and shall be sufficiently given and deemed to have
been  received  upon personal delivery or, if mailed, upon the first to occur of
actual receipt or forty-eight (48) hours after being placed in the mail, postage
prepaid,  registered  or  certified mail, return receipt requested, respectively
addressed  to  the  Company  or  the  Contractor  as  follows:

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

The  Contractor:
William  Heller
1912  Ironwood  Court
Port  Moody,  BC  V3H  4C3

or  such  other  address  as may be specified in writing to the other party, but
notice  of  a change of address shall be effective only upon the actual receipt.

6.8     Time  of  the  Essence
          Time  is  of  the  essence  of  this  Agreement.

6.9     Further  Assurances
          The  parties hereto agree from time to time after the execution hereof
to  make,  do,  execute or cause or permit to be made, done or executed all such
further  and  other  lawful  acts,  deeds, things, devices and assurances in law
whatsoever  as  may be required to carry out the true intention and to give full
force  and  effect  to  this  Agreement.

<PAGE>

6.10     Counterparts
          This Agreement may be executed in several counter-parts, each of which
will  be  deemed to be an original and all of which will together constitute one
and  the  same  instrument.

          IN  WITNESS  WHEREOF, the parties have duly executed this Agreement as
of  the  day  and  year  first  above  written.

MERLIN  SOFTWARE  TECHNOLOGIES  INC.


Per:     /s/  Robert  Heller
         -------------------
     Authorized  Signatory


SIGNED,  SEALED  and  DELIVERED  in     )
the  presence  of:                      )
                                        )
/s/  Shelley  Montgomery                )
------------------------                )
Signature                               )
Shelley  Montgomery                     )
-------------------                     )
Print  Name                             )
1011  Esplanade  Avenue                 )
-----------------------                 )
Address                                 )
West  Vancouver,  BC                    )
--------------------                    )
                                        )
VP  Sales                               )     /s/  William  Heller
---------                               )     --------------------
Occupation                              )     WILLIAM  HELLER


<PAGE>
                                  SCHEDULE "A"

Pursuant to the Agreement, William Heller will provide maintenance of the yellow
pages  style  Internet  directory acquired by the Company from BOSS.  Mr. Heller
will  also  establish  a  Java Internationalization tool for use with all of the
Company's  products.