AGREEMENT AND PLAN OF SHARE EXCHANGE
                      ------------------------------------
          This AGREEMENT AND PLAN OF SHARE EXCHANGE is made as of the 3rd day of
April,  2000

AMONG:

MERLIN  SOFTWARE  TECHNOLOGIES  INTERNATIONAL,  INC.,  a  Nevada  corporation
("Merlin  International")

AND:

MERLIN  SOFTWARE  TECHNOLOGIES  INC.,  a  Nevada  corporation

("Merlin")

(Merlin  International  and  Merlin  are  collectively  referred  to  as  the
"Constituent  Corporations")

AND:

CERTAIN  SHAREHOLDERS  OF MERLIN, whose names are set forth on Exhibit A to this
Agreement

(  "Principal  Vendors")

A.          Merlin  is  engaged  in  the business of the development and sale of
Linux  based  software applications and intends to conduct its business pursuant
to  the Business Plan (the "Merlin Business") as set forth in Exhibit A attached
to  the  Information  Circular,  dated  April  3,  2000;

B.          Merlin  International  wishes  to  acquire  all  the  issued  and
outstanding common shares (an aggregate of 7,986,665), warrants (an aggregate of
86,665)  and  stock  options (an aggregate of 781,000) of Merlin in exchange for
common  shares,  warrants  and stock options of Merlin International, and Merlin
wishes  to  become  the  wholly  owned  subsidiary  of  Merlin  International;

C.          Merlin  and  Merlin  International  have  entered  into  a  letter
agreement,  dated  January  14, 2000, pursuant to which Merlin International has
agreed  to acquire all of the issued and outstanding common shares, warrants and
stock  options  of  Merlin,  subject  to the approval of all the shareholders of
Merlin  (the  "Merlin  Shareholders"), in exchange for an equal number of common
shares,  warrants  and  stock  options  of  Merlin  International;

<PAGE>

D.          Each of the Constituent Corporations has, subject to the approval of
the  Merlin  Shareholders, adopted the statutory plan of share exchange embodied
in  this  Agreement  (the  "Share  Exchange");

E.          The  parties  intend  to  make  certain representations, warranties,
covenants,  and  agreements  in  connection  with  the  Share  Exchange;  and

F.          The  Share Exchange is intended to qualify as a reorganization under
Section  368(a)(1)(B)  of  the  Internal  Revenue  Code  (the  "Code").
          NOW,  THEREFORE,  in  consideration  of  the  covenants and agreements
contained  herein,  the  Constituent  Corporations  and the Principal Vendors do
hereby agree to the Share Exchange, on the terms and conditions herein provided,
as  follows:

1.     THE  SHARE  EXCHANGE.

1.1     Share  Exchange  between  Merlin  International  and  Merlin.  On  the
Effective  Date (as defined herein), by virtue of the Share Exchange and without
any  action  on the part of the Merlin Shareholders, all of the then outstanding
common  shares  and  warrants of Merlin as set forth on Exhibit B (collectively,
the  "Merlin  Shares")  shall  be  exchanged  as  follows:

(a)     all  of the Merlin Shares (an aggregate of 7,986,665) shall be exchanged
for  an  equal  number  of  common shares of Merlin International (the "Exchange
Shares")  (one  (1)  Exchange Share for each Merlin Share at the deemed value of
$0.01  per  Exchange  Share);

(b)     all  outstanding  warrants  (an  aggregate of 86,665) of Merlin shall be
exchanged  for  an  equal  number  of  warrants of Merlin International (one (1)
warrant  for  each  warrant  or  stock  option  of  Merlin);

(c)     all  outstanding stock options (an aggregate of 781,000) of Merlin shall
be  exchanged  for an equal number of stock options of Merlin International (one
(1)  stock  option  of  Merlin International for one (1) option of Merlin).  The
options  of Merlin International will have the terms and conditions set forth in
each  of the stock option agreements entered into between Merlin and each one of
the  individuals  listed  in  Exhibit  D;

(d)     each  common share held by Merlin as treasury stock immediately prior to
the  Effective  Time (as defined herein) shall be cancelled and no payment shall
be  made  with  respect  to  such  common  shares;

(e)     this  Agreement,  once  executed, shall act without more, as evidence of
the  transfer of the Merlin Shares to Merlin International, subject to the terms
and  conditions  set  forth  in  this  Agreement;  and

(f)     prior to the Effective Time, Merlin International shall appoint an agent
(the  "Exchange  Agent") for the purpose of exchanging certificates representing
the  Merlin  Shares for the Exchange Shares.  Promptly after the Effective Time,

<PAGE>

Merlin  International  will  send,  or will cause the Exchange Agent to send, to
each  Merlin  Shareholder at the Effective Time, a letter of transmittal for use
in  such  exchange, which shall specify that the delivery shall be effected, and
risk of loss and title shall pass, only upon proper delivery of the certificates
representing  Merlin  Shares  to  the  Exchange  Agent.

1.2     Shares  Not  Registered.  The  Merlin  Shareholders  and  the  Principal
Vendors  each  acknowledge that the Exchange Shares to be issued pursuant to the
Share  Exchange  have not been registered pursuant to the securities laws of any
jurisdiction  and  are  being  issued  pursuant  to exemptions from registration
contained  in  the  Securities Act (British Columbia)(the "B.C. Securities Act")
and  the  United States Securities Act of 1933, as amended (the "1933 Act"), and
the  Exchange  Shares  may only be sold in a jurisdiction in accordance with the
restrictions  on  resale  prescribed under the laws of the jurisdiction in which
such  shares  are  sold,  all  of  which may vary depending on the jurisdiction.

          Each  of the Merlin Shareholders is aware that Merlin International is
not  a  "reporting  issuer"  as  defined  in  the  B.C.  Securities Act and as a
consequence the Exchange Shares are restricted from transfer within the province
of  British  Columbia  indefinitely  or for a period of twelve (12) months after
Merlin  International  becomes  a  "reporting  issuer."  Further,  each  of  the
shareholders  of  Merlin is aware that Merlin International has no obligation or
present  intention  of  becoming a "reporting issuer" in the Province of British
Columbia  and  as  a result, any shareholders of Merlin who are British Columbia
residents  may  require  an exemption order from the British Columbia Securities
Commission  in  order  to  resell  their  Exchange  Shares.

1.3     Exchange Shares Fully Paid and Non-assessable.  The Exchange Shares will
be  issued  from  the  treasury  of  Merlin  International  as  fully  paid  and
non-assessable  shares  and  shall  be  free and clear of all liens, charges and
encumbrances,  except  as  set  forth  herein.

2.     EFFECTIVE  DATE.

2.1     Articles  of  Share Exchange.  As soon as practicable after satisfaction
or,  to  the  extent  permitted hereunder, waiver of all conditions to the Share
Exchange,  Merlin  International and Merlin will file Articles of Share Exchange
in  substantially  the form attached hereto as Exhibit C (the "Articles of Share
Exchange")  with  the Secretary of State of Nevada and make all other filings or
recordings  required  by  Nevada  law  in  connection  with  the Share Exchange.

2.2     Effective  Date  of  Share  Exchange.  The "Effective Date" of the Share
Exchange  shall  be, and such term as used herein shall mean, 5:00 p.m., Pacific
Standard  Time (the "Effective Time"), on the day on which the Articles of Share
Exchange  are  filed  in  the  office of the Secretary of State of Nevada, after
satisfaction of the requirements of applicable laws of the state's prerequisites
to  such  filings.

2.3     Effect  of  Share  Exchange.  From  and after the Effective Time, Merlin
International  shall  possess  all the rights, privileges, powers and franchises
and  be  subject  to all of the restrictions, disabilities and duties of Merlin,
all  as  provided  under  Nevada  and  other  applicable  law.

<PAGE>

3.     DELIVERIES  ON  OR  BEFORE  THE  EFFECTIVE  DATE.

3.1     Deliveries by the Merlin Shareholders.  On or before the Effective Date,
the  Principal  Vendors  and  Merlin  will  deliver  to  Merlin  International:

(a)     a  certificate in the form attached hereto as Exhibit E that the form of
written  consent  has  been  sent  to  all  of  the  Merlin  Shareholders;

(b)     satisfactory  proof that the issued and outstanding Merlin Shares on the
Effective  Date have been duly issued and registered to the Merlin Shareholders;

(c)     certified  copies  of resolutions of the directors of Merlin authorizing
the  transfer  of the Merlin Shares subject to the relevant stock transfer forms
being  duly  stamped  and  the  registration of the Merlin Shares in the name of
Merlin  International  and  authorizing  the  issue  of  new  share certificates
representing  such  common  shares  in  the  name  of  Merlin  International;

(d)     all  books,  records  and  accounts  of Merlin and any other information
necessary for Merlin International to operate and manage the business of and the
assets  owned  by  Merlin;

(e)     the  common  seal(s)  of  Merlin,  if  any;

(f)     satisfactory  evidence  that  the  directors  of  Merlin  and the Merlin
Shareholders  have  approved  the  transfer  of  the  Merlin  Shares  to  Merlin
International;

(g)     necessary approvals from Merlin and any third parties as may be required
have been obtained and are in full force and effect with respect to the transfer
of  all  the  Merlin Shares to Merlin International as contemplated herein;  and

(h)     such other documents and instruments as counsel for Merlin International
may  reasonably  require to effectuate or evidence the transactions contemplated
hereby.

3.2     Deliveries  by  Merlin  International.  On or before the Effective Date,
Merlin  International  will  deliver  to  Merlin:

(a)     satisfactory  evidence  that  the directors of Merlin International have
approved  the  transactions  contemplated  herein;

(b)     satisfactory  proof  that  the  issued  and outstanding shares of Merlin
International  on the Effective Date have been duly issued and registered to the
shareholders  set  forth  on  Exhibit  B  attached  hereto;

(c)     certified copies of resolutions of the directors of Merlin International
authorizing the issue of new share certificates representing the Exchange Shares
in  the  name  of  each  Merlin  Shareholder;

<PAGE>

(d)     all  necessary approvals from Merlin International and any third parties
as  may  be  required  have  been obtained and are in full force and effect with
respect  to  the  issuance of all the Exchange Shares or Merlin International to
the  Merlin  Shareholders  as  contemplated  herein;  and

(e)     such  other  documents  and  instruments  as  counsel  for  Merlin  may
reasonably  require  to  effectuate  or  evidence  the transactions contemplated
hereby.

4.     MERLIN  AND  PRINCIPAL  VENDORS'  REPRESENTATIONS  AND  WARRANTIES

4.1     Merlin  and  the  Principal  Vendors  represent  and  warrant  to Merlin
International  as  of  the  date  hereof  and  on  the  Effective  Date  that:

(a)     Merlin  is a corporation validly existing and in good standing under the
laws  of the State of Nevada. Merlin has the power and authority to carry on the
Merlin  Business  as  it  is  now  conducted  and to own the assets it now owns;

(b)     the  Merlin Shareholders set forth on Exhibit B own the number of Merlin
Shares  indicated,  free  and  clear  of any claim, security interest, mortgage,
pledge,  or  other  lien  or  encumbrance of any kind whatsoever.  Except as set
forth  on  Exhibit  B  or  otherwise  described  in this Agreement, there are no
outstanding  options,  agreements,  contracts,  calls  or  commitments  of  any
character  which  would  require the issuance by Merlin of any additional common
shares  in  the  capital  of  Merlin;

(c)     the execution, delivery and performance of this Agreement have been duly
and  validly  authorized and approved by Merlin's board of directors, and Merlin
has  the  corporate  power  and  authority  to execute, deliver and perform this
Agreement  and  such  other  instruments  as  appropriate  to  consummate  the
transactions  herein  contemplated, to perform and comply with all of the terms,
covenants  and  conditions to be performed and complied with by Merlin hereunder
and  thereunder,  and  to  consummate  the  transactions contemplated hereby and
thereby.  This Agreement constitutes the valid and binding obligation of Merlin,
and  is  enforceable  against Merlin in accordance with its terms, except as the
enforceability  may  be  affected  by  bankruptcy,  insolvency  or  similar laws
affecting  creditor's  rights  generally  or  court  applied equitable remedies.
Merlin's  execution,  delivery  and  performance  of  this  Agreement do not (i)
conflict  with  or  result  in  a  breach  of  any  of  the terms, conditions or
provisions of the articles of incorporation or bylaws of Merlin or any judgment,
order,  injunction,  decree,  regulation  or  ruling  of  any  court  or  other
governmental  authority  to  which  Merlin  is  subject  or  of any agreement or
contract  listed on any schedule delivered pursuant hereto or any other material
agreement  or contract to which Merlin is a party or is subject, or constitute a
default  thereunder,  or  (ii)  give  to  others  any  rights  of termination or
cancellation  of  any  agreement  or  contract  listed on any schedule delivered
pursuant hereto or any other material agreement or contract to which Merlin is a
party  or is subject, or (iii) create any lien or encumbrance upon the assets of
Merlin,  or  (iv)  require  the  consent,  authorization  or  approval  of  any
governmental  agency,  body,  official  or  authority;

<PAGE>

(d)     neither  Merlin  nor  the  Principal Vendors are aware of nor has either
failed  to  disclosed  to Merlin International any change, event or circumstance
which  would  adversely  affect  the  Merlin Business or the assets of Merlin or
prospects,  operation  or  condition  of  Merlin  or  which  would reasonably be
considered  to  reduce  the  value of the Merlin Business or the value of Merlin
Shares  to  Merlin  International;

(e)     neither  Merlin nor the Principal Vendors have made any untrue statement
to  Merlin  International nor has either failed to state a material fact that is
required  to  be stated or that is necessary to prevent a statement that is made
from  being  materially false or misleading in the circumstances in which it was
made;

(f)     the  Merlin  financial  statements  for the year ended December 31, 1999
(the  "Financial Statements") are true and correct in every material respect and
present  fairly  the  financial  position  of  Merlin  as  of  the dates of such
statements, and the results of its operations for the periods then ended and are
prepared  in accordance with generally accepted accounting principles applied on
a  consistent  basis  except  as  specifically  provided  therein;

(g)     all of the assets of Merlin are in good working order and to the best of
the  Principal  Vendors'  knowledge  contain  no  latent  defects;

(h)     the  Principal  Vendors  have  disclosed  all contracts, engagements and
commitments,  whether  oral  or  written,  relating  to  Merlin;

(i)     all  licenses, permits, approvals, consents, certificates, registrations
and  authorizations required in the ordinary course of the Merlin Business or in
the  use of the assets of Merlin have been obtained and are in good standing and
are not terminable on the basis of a transfer in ownership of the Merlin Shares;

(j)     each  Principal  Vendor  has  the  full  and  absolute  right, power and
authority  to  enter  into  this  Agreement  on  the  terms  and  subject to the
conditions  herein  set forth, to carry out the transactions contemplated hereby
and  to transfer on the Effective Date, legal and beneficial title and ownership
of  his  or  her  portion  of  the  Merlin  Shares  to  Merlin  International;

(k)     the  authorized  capital  of Merlin consists of 50,000,000 common shares
with  a  par  value  of $0.001, of which a total of 7,986,665 common shares have
been  validly  issued,  are  outstanding  and are fully paid and non-assessable;

(l)     all  alterations,  if  any,  to  the Articles of Incorporation of Merlin
since  its  incorporation have been duly approved by the shareholders of Merlin;

<PAGE>

(m)     the  corporate  records  of  Merlin,  as required to be maintained by it
under  its  statute  of  incorporation  and  constating documents, are accurate,
complete  and  up-to-date  in  all  material  respects  and reflect all material
transactions  of  Merlin;

(n)     Merlin  has  good  and  marketable  title to all of its assets, and such
asses  are  free  and  clear  of any financial encumbrances not disclosed in the
Financial  Statements  of  Merlin;

(o)     Merlin has filed all necessary tax returns in all jurisdictions required
to  be  filed  by  it,  all  returns  affecting  workers  compensation  with the
appropriate  agency, corporation capital tax returns, if required, and any other
material  reports  and  information  required  to  be  filed  by Merlin with any
governmental  authority;  Merlin  has  withheld  and  remitted to tax collection
authorities such taxes as are required by law to be withheld and remitted as and
when  due;  Merlin has paid all income, sales and capital taxes payable by it as
and  when  due;  Merlin  has  paid  all  installments of corporate taxes due and
payable,  and  there  is  not  presently  outstanding  nor does Merlin expect to
receive  any  notice  of  re-assessment  from  any  applicable  tax  collecting
authority;

(p)     Merlin has not declared or paid any dividends of any kind or declared or
made  any  other  distributions  of  any  kind  whatsoever  including,  without
limitation,  by  way  of  redemption,  repurchase or reduction of its authorized
capital;

(q)     there has been no material adverse change in the financial condition and
position  of  Merlin  and  no  damage,  loss  destruction  or  other  change  in
circumstances materially affecting the business, property or assets of Merlin or
its  right  or  capacity  to  carry  on business since the date of the Financial
Statements  of  Merlin;

(r)     after  the  date  of  the Financial Statements of Merlin, Merlin has not
engaged  in  any transaction or made any disbursement or assumed or incurred any
liability  or  obligation or made any commitment, including, without limitation,
any  forward  purchase commitment or similar obligation, to make any expenditure
which  would  materially  affect  its  operations, property, assets or financial
condition;

(s)     Merlin  has not waived or surrendered any right of substantial value and
has  not made any gift of money or of any of its property or assets.  Merlin has
carried  on  business  in  the  normal  course;

(t)     Merlin  is  not in default under or in breach of, or would, after notice
or lapse of time or both, be in default under any contract, agreement, indenture
or  other  instrument  to  which  it  is  a  party  or  by  which  it  is bound;

(u)     there  are  no  claims threatened or against or affecting Merlin nor are
there  any  actions, suits, judgments, proceedings or investigations pending or,
threatened  against  or  affecting Merlin, at law or in equity, before or by any
court,  administrative  agency  or other tribunal or any governmental authority;
and

<PAGE>

(v)     neither  Merlin  nor  any  of  the  Principal  Vendors  are aware of any
infringement  by  Merlin  of  any  registered  patent,  trademark  or copyright.

5.     MERLIN  INTERNATIONAL  REPRESENTATIONS  AND  WARRANTIES

5.1     Merlin  International  represents  and warrants to Merlin and the Merlin
Shareholders  as  of  the  date  hereof  and  on  the  Effective  Date  that:

(a)     Merlin  International  is  a  corporation  validly  existing and in good
standing  under  the  laws of the State of Nevada.  Merlin International has the
power  and  authority to carry on the Merlin International business as it is now
conducted;

(b)     the execution, delivery and performance of this Agreement have been duly
and  validly authorized and approved by Merlin International board of directors,
and  Merlin  International  has  the  corporate  power and authority to execute,
deliver  and perform this Agreement and such other instruments as appropriate to
consummate  the transactions herein contemplated, to perform and comply with all
of  the  terms,  covenants  and  conditions to be performed and complied with by
Merlin  International  hereunder  and  thereunder,  and  to  consummate  the
transactions  contemplated  hereby  and thereby.  This Agreement constitutes the
valid and binding obligation of Merlin International, and is enforceable against
Merlin  International in accordance with its terms, except as the enforceability
may  be  affected by bankruptcy, insolvency or similar laws affecting creditor's
rights  generally  or  court  applied equitable remedies. Merlin International's
execution,  delivery  and performance of this Agreement do not (i) conflict with
or  result  in  a  breach  of  any of the terms, conditions or provisions of the
articles  of  incorporation  or  bylaws of Merlin International or any judgment,
order,  injunction,  decree,  regulation  or  ruling  of  any  court  or  other
governmental  authority  to  which  Merlin  International  is  subject or of any
agreement  or  contract  listed on any schedule delivered pursuant hereto or any
other material agreement or contract to which Merlin International is a party or
is  subject,  or  constitute  a  default  thereunder, or (ii) give to others any
rights of termination or cancellation of any agreement or contract listed on any
schedule  delivered  pursuant hereto or any other material agreement or contract
to which Merlin International is a party or is subject, or (iii) create any lien
or  encumbrance  upon  the  assets  of Merlin International, or (iv) require the
consent, authorization or approval of any governmental agency, body, official or
authority;

(c)     Merlin  International  has  filed  with  all  applicable  securities and
regulatory  authorities  (including  exchanges  and markets) all information and
documents  required  to be filed with such authorities (the "Public Record") and
the statements set forth in the Public Record are true, correct and complete and
do  not  contain  any  misrepresentation  as  of  the  date  made  and  Merlin
International  has not filed any confidential material change reports or similar
reports;

<PAGE>

(d)     there  has  not  been  any  adverse  material  change  in  the business,
operations  or  affairs,  financial  or otherwise, of Merlin International since
December  31,  1999,  being the date of the last audited financial statements of
Merlin  International;

(e)     the  Exchange  Shares  when  issued  will  be  issued  as fully paid and
non-assessable  shares  free  and  clear  of  all  liens,  charges,  claims  or
encumbrances;

(f)     Merlin  International  has  been  approved  for  trading on the National
Association of Securities Dealers Over-the-Counter Bulletin Board (the "OTC BB")
and  is  eligible  for  quotation  on  the  OTC  BB  as  of  the Effective Date;

(g)     as of the Effective Date, the authorized capital of Merlin International
consists  of 50,000,000 common shares with par value of $0.001 per common share;

(h)     as  of  the  Effective  Date,  4,450,025  common  shares were issued and
outstanding  and have been validly issued and are fully paid and non-assessable;

(i)     Merlin  International  is  not  aware  nor  has it failed to disclose to
Merlin and the Merlin Shareholders any change, event or circumstance which would
adversely affect the Exchange Shares or the prospects, operation or condition of
Merlin International or which would reasonably be considered to reduce the value
of  the  Exchange  Shares;

(j)     Merlin  International has not made any untrue statement to the Principal
Vendors nor has it failed to state a material fact that is required to be stated
or  that  is  necessary  to prevent a statement that is made from being false or
misleading  in  the  circumstances  in  which  it  was  made;

(k)     the  Merlin International audited financial statement for the year ended
December  31,  1999  (the "Merlin International Financial Statements"), are true
and  correct in every material respect and present fairly the financial position
of  Merlin  International as of the dates of such statements, and the results of
its  operations  for  the periods then ended and are prepared in accordance with
generally accepted accounting principles applied on a consistent basis with that
of  the  previous  year  except  as  specifically  provided  therein;

(l)     Merlin  International  has  disclosed  all  contracts,  engagements  and
commitments,  whether  oral  or  written,  relating  to  Merlin  International;

(m)     all  licenses, permits, approvals, consents, certificates, registrations
and  authorizations  required  in  the ordinary course of Merlin International's
business  or in the use of the assets of Merlin International have been obtained
and are in good standing and are not terminable on the basis of the transactions
contemplated  herein;

(n)     Merlin  International  has  the  full  and  absolute  right,  power  and
authority  to  enter  into  this  Agreement  on  the  terms  and  subject to the
conditions  herein set forth, to carry out the transactions contemplated hereby;

<PAGE>

(o)     all  alterations,  if  any,  to  the Articles of Incorporation of Merlin
International  since  its  incorporation  have  been  duly  approved  by  the
shareholders  of  Merlin  International;

(p)     the  corporate  records  of  Merlin  International,  as  required  to be
maintained  by  it  under its statute of incorporation and constating documents,
are  accurate,  complete and up-to-date in all material respects and reflect all
material  transactions  of  Merlin  International;

(q)     Merlin International has good and marketable title to all of its assets,
and  such  assets are free and clear of any financial encumbrances not disclosed
in  the  Merlin  International  Financial  Statements;

(r)     Merlin  International  has  filed  all  necessary  tax  returns  in  all
jurisdictions  required  to  be  filed  by  it,  all  returns  affecting workers
compensation  with  the  appropriate agency, corporation capital tax returns, if
required, and any other material reports and information required to be filed by
Merlin  International  with any governmental authority; Merlin International has
paid  all  income, sales and capital taxes payable by it as and when due; Merlin
International has withheld and remitted to tax collection authorities such taxes
as  are  required  by  law  to  be withheld and remitted as and when due; Merlin
International  has paid all installments of corporate taxes due and payable, and
there  is  not  presently  outstanding  nor  does Merlin International expect to
receive  any  notice  of  re-assessment  from  any  applicable  tax  collecting
authority;

(s)     Merlin  International has not declared or paid any dividends of any kind
or  declared  or  made any other distributions of any kind whatsoever including,
without  limitation,  by  way  of  redemption,  repurchase  or  reduction of its
authorized  capital,  except  as has been described to the Principal Vendors and
Merlin;

(t)     there has been no material adverse change in the financial condition and
position of Merlin International and no damage, loss destruction or other change
in circumstances materially affecting the business, property or assets of Merlin
International  or  its  right or capacity to carry on business since the date of
the  Merlin  International  Financial  Statements;

(u)     after  the date of the Merlin International Financial Statements, Merlin
International  has  not  engaged  in any transaction or made any disbursement or
assumed  or  incurred  any  liability  or  obligation  or  made  any commitment,
including,  without  limitation,  any  forward  purchase  commitment  or similar
obligation,  to  make  any  expenditure  which  would  materially  affect  its
operations,  property,  assets  or  financial  condition;

(v)     Merlin  International  has  not  waived  or  surrendered  any  right  of
substantial  value  and has not made any gift of money or any of its property or
assets.  Merlin  International  has  carried  on  business in the normal course;

<PAGE>

(w)     Merlin  International is not in default under or in breach of, or would,
after  notice  or  lapse  of  time  or  both,  be in default under any contract,
agreement indenture or other instrument to which it is a party or by which it is
bound;

(x)     there  are  no  claims  threatened  or  against  or  affecting  Merlin
International  nor  are  there  any  actions,  suits,  judgments, proceedings or
investigations pending or, threatened against or affecting Merlin International,
at  law  or  in  equity,  before or by any court, administrative agency or other
tribunal  or  any  governmental  authority;  and

(y)     there  are  no  outstanding  options,  agreements,  contracts,  calls or
commitments  of  any  character  which  would  require  the  issuance  by Merlin
International  of  any  common  shares  in  the capital of Merlin International.

6.     CONDITIONS  PRECEDENT  AND  TERMINATION.

6.1     Merlin  Conditions  Precedent.  The  obligations  of  Merlin  to  close
hereunder  are  subject to satisfaction of the following conditions on or before
the  Effective  Date:

(a)     all  agreements, obligations, covenants and conditions, required by this
Agreement  to  be performed or complied with by Merlin International prior to or
at  the  Effective Date hereunder, shall have been so performed or complied with
by  Merlin  International;

(b)     the  representations  and  warranties of Merlin International shall have
been  true  at  the  time  made  and  shall  be  true  as at the Effective Date;

(c)     there  shall  have  been  no  adverse  material  change in the business,
operations or affairs, financial or otherwise, of Merlin International since the
date  of  this  Agreement;

(d)     all  of  the transactions contemplated by this Agreement shall have been
approved,  as  required,  by  the  shareholders  and  the  directors  of  Merlin
International;  and

(e)     on  or  before Effective Date, Merlin International shall have delivered
to  Merlin  a  Statutory  Declaration  of  an  officer  or  director  of  Merlin
International  certifying  the  truth,  accuracy  and  correctness of the Merlin
International  representations  and  warranties  contained  in  this  Agreement.

6.2     Merlin  International  Conditions  Precedent.  The obligations of Merlin
International  to  close  hereunder are subject to satisfaction of the following
conditions  on  or  before  the  Effective  Date:

(a)     Merlin  and  the Principal Vendors shareholders shall have satisfied all
of  their  respective  covenants  as  contemplated  herein;

(b)     the  representations  and warranties of Merlin and the Principal Vendors
shall  be  true  and  correct  on  and  as  of  the  Effective  Date;

<PAGE>

(c)     all  agreements,  obligations, covenants and conditions required by this
Agreement  to  be performed or complied with by Merlin and the Principal Vendors
prior  to  or  at  the  Effective Date hereunder shall have been so performed or
complied  with  by  them;

(d)     all parties whose consents are necessary to the assignment of any of the
contracts,  lease or other agreements to Merlin International shall have granted
their  consents  thereto,  including  without limitation, the landlord under any
lease  of  the  business  premises  of  Merlin;

(e)     no event shall have occurred, which materially and adversely affects the
value  of  the  Merlin  assets  or  the ability of Merlin to carry on the Merlin
Business  as  presently  conducted or contemplated, and which, in the good faith
and judgment of Merlin International, renders it unadvisable to proceed with the
filing  of  the  Articles  of  Share  Exchange;

(f)     all  of  the transactions contemplated by this Agreement shall have been
approved,  as  required, by the Merlin Shareholders and the directors of Merlin;
and

(g)     on  or  before the Effective Date, Merlin shall have delivered to Merlin
International  a  Statutory  Declaration  of  an  officer  or director of Merlin
certifying the truth, accuracy and correctness of the Merlin representations and
warranties  contained  in  this  Agreement.

6.3     Termination.  Notwithstanding  anything  contained  in this Agreement to
the contrary, this Agreement may be terminated and the Share Exchange abandoned:

(a)     upon  written  notice  at any time prior to the Effective Date by mutual
consent  of  the  Constituent  Corporations;

(b)     if holders of all of the Merlin Shareholders shall not vote in favor of,
or  consent  to,  the  Share  Exchange;  or

(c)     if  there  exists a suit, action, or other proceeding commenced, pending
or  threatened,  before any court or other governmental agency of the federal or
state  government,  in  which  it  is  sought to restrain, prohibit or otherwise
adversely  affect  the  consummation  of the Share Exchange contemplated hereby.

In  exercising  their  rights  under  this  Section 6.3, each of the Constituent
Corporations  may  act  by  its  Board  of  Directors, and such rights may be so
exercised,  notwithstanding  the  prior approval of this Agreement by the Merlin
Shareholders.

7.     MODIFICATION

7.1     Notwithstanding anything contained in this Agreement, this Agreement may
be  amended  or  modified  in  writing  at any time prior to the Effective Date;
provided that, an amendment made subsequent to the adoption of this Agreement by
the  Merlin  Shareholders  shall  not: (1) alter or change the amount or kind of
shares,  securities, cash, property and/or rights to be received in exchange for
or  on  conversion of all or any of the shares of any class or series thereof of
the  Constituent  Corporations;  (2) alter or change any term of the Articles of

<PAGE>

Incorporation  of  a  Constituent Corporation; or (3) alter or change any of the
terms  and  conditions  of  this  Agreement  if  such alteration or change would
adversely  affect  the holders of any class or series thereof of the Constituent
Corporations;  provided,  however, the Constituent Corporations may by agreement
in  writing  extend  the  time for performance of, or waive compliance with, the
conditions  or  agreements  set  forth  herein.

7.2     In exercising their rights under this Section 7, each of the Constituent
Corporations  may  act  by  its  Board  of  Directors, and such rights may be so
exercised,  notwithstanding  the  prior approval of this Agreement by the Merlin
Shareholders.

8.     TAX  COMPLIANCE

8.1     Each  of  the  Constituent  Corporations  shall:

(a)     keep  its  records  and  file  in  connection with its federal and state
income  tax  returns  all  such  information  as  may be required by Treas. Reg.
Section  1.368-3;

(b)     for  federal  and state income tax purposes report the share exchange as
qualifying  as  a  reorganization  under  Section  368(a)(1)(B)  of  the  Code;

(c)     refrain  from  taking any position in connection with its federal or any
state  income  tax liability that would be inconsistent with such qualification;
and

(d)     comply  with  all the requirements of Section 368(a)(1)(B) applicable to
such  corporation.

9.     INDEMNIFICATION

9.1     Indemnification  by  Principal  Vendors.   The  Principal  Vendors  will
indemnify  and  hold harmless Merlin International from any liabilities relating
to  the Merlin Shares and Merlin accruing up to and including the day before the
Effective  Date  and  in particular, will ensure that Merlin has paid all wages,
holiday  pay,  income  tax,  Pension  Plan,  Unemployment  Insurance  and  other
compensation  payable  to  or  related  to  the  employees.

9.2     Indemnification  by  Merlin  International.  Merlin  International  will
indemnify  and  hold  the Principal Vendors and the Merlin Shareholders harmless
from  any  liabilities  relating to the Exchange Shares and Merlin International
accruing  up  to  and  including  the  day  before  the  Effective  Date  and in
particular,  will  ensure  that Merlin International has paid all wages, holiday
pay,  income  tax,  Pension  Plan, Unemployment Insurance and other compensation
payable  to  or  related  to  the  employees;  and

10.     MISCELLANEOUS

10.1     Share  Exchange.  This  Agreement  supersedes  all  prior  agreements,
written  and  oral,  concerning  the  matters  contained  herein.

<PAGE>

10.2     Successors.  This  Agreement  shall  be  binding  upon and inure to the
benefit  of  the heirs and successors of each of the parties.  None of the party
may  assign this Agreement without the prior written consent of the other party.

10.3     Construction.  This  Agreement  shall  be  construed  and  enforced  in
accordance  with  the laws of the State of Nevada.  Each of Merlin International
and  Merlin  acknowledge  that  it was represented by competent legal counsel or
advised  to  seek  legal  counsel  in the review of the terms and conditions set
forth  in  this  Agreement and the other documents relating to this transaction,
including,  but  not  limited  to,  the  documents  attached as exhibits to this
Agreement, and, therefore, neither this Agreement nor any of the other documents
shall  be  construed  against  any  party  as  the  drafter.

10.4     Counterparts.  This Agreement may be executed in multiple counterparts,
including  facsimile  counterparts,  that when taken together shall constitute a
single  instrument;  provided  that  original  signed  counterpart  copies  are
delivered  to  each  party.

10.5     Public  Announcements.  No  party  hereto  shall  make  any  public
announcement  or disclosure of the terms or conditions of this Agreement without
the  prior  written  consent  of  the  other  parties,  except that any parties'
approval  shall  not be required as to any statements or other information which
may  be required to make pursuant to any rule or regulation of the any competent
securities  commissions  or  otherwise  required  by  law.

10.6     Headings.  The  headings  of  the  Sections  and  paragraphs  of  this
Agreement  have  been inserted for convenience of reference only and shall in no
way  restrict  or  otherwise  modify  any  or  the  terms  or provisions of this
Agreement.

10.7     Severability.  Any  provision  of  this  Agreement which is found to be
contrary to Nevada law or otherwise unenforceable shall not affect the remaining
terms  of  this  Agreement,  which  shall  be  construed in such event as if the
unenforceable  provision  were  absent  from  this  Agreement.

10.8     Notices.  All  notices,  requests  and other communications from any of
the  parties  hereto to the other shall be in writing and shall be considered to
have been duly given or served when (i) personally delivered, (ii) when received
if  delivered  by  confirmed  facsimile  transmission,  air  courier  or  other
comparable  delivery  service,  or  (iii)  on the third day after deposit in the
United  States  mail, certified or registered, return receipt requested, postage
prepaid, addressed to the party at their address set forth on the signature page
below, or to such other address as such party may hereafter designate by written
notice.

10.9     Attorneys'  Fees.  In  the  event  of any dispute hereunder between the
parties  hereto,  the  party  prevailing  in any litigation instituted hereunder
shall  be  entitled  to  recover  from  the other its costs and expenses thereof
including,  specifically,  its  reasonable  attorneys'  fees.

<PAGE>

10.10     Jurisdiction  and Venue.  Any litigation instituted hereunder shall be
venue  in  the  appropriate  state or federal courts in Las Vegas, Nevada, as to
which  jurisdiction  Merlin  International  and  Merlin  hereby  consent.
The  parties  have  executed  this  Agreement as of the day and year first above
written.

MERLIN  SOFTWARE  TECHNOLOGIES
INTERNATIONAL,  INC.

By:  /s/ Martin Holt
Its:  Director

Address:     3675  Pecos-McLeod,  Suite  1400
             Las  Vegas,  NV  89121

MERLIN  SOFTWARE  TECHNOLOGIES  INC.

By:  /s/ Robert Heller
Its:  President and Chief Executive Officer

Address:     Suite  420  -  6450  Roberts  Street
             Burnaby,  B.C.  V5G  4B1

PRINCIPAL  VENDORS


/s/ Robert Heller       /s/ Gary Heller
ROBERT  HELLER          GARY  HELLER


/s/ Shelley Montgomery
SHELLEY  MONTGOMERY

<PAGE>
                                    EXHIBIT A
                                    ---------
                            LIST OF PRINCIPAL VENDORS
                            -------------------------

Robert  Heller
Gary  Heller
Shelley  Montgomery


<PAGE>
                                    EXHIBIT B
                                    ---------
                 LIST OF MERLIN SHAREHOLDERS AND WARRANT HOLDERS
                 -----------------------------------------------

<TABLE>
<CAPTION>

NAME                 SHARES    WARRANTS
------------------  ---------  --------
<S>                 <C>        <C>

Anita Chan . . . .     40,000
                    ---------
Jean Chao. . . . .     10,000
                    ---------
Wayne Cooper . . .     20,000
                    ---------
Alan Debou . . . .    400,000
                    ---------
Ronnie Doman . . .    100,000
                    ---------
Kwok Fong. . . . .     10,000
                    ---------
John Foster. . . .     25,000
                    ---------
Patrick Fung . . .     10,000
                    ---------
Rangit Gill. . . .     10,000
                    ---------
Eric Gilstead. . .    250,000
                    ---------
Gregory Greatrex .      3,000
                    ---------
Andrew Heller. . .      2,500
                    ---------
Darcy Heller . . .      2,500
                    ---------
Gary Heller. . . .  2,500,000
                    ---------
Robert Heller. . .  2,350,000
                    ---------
Sidney Heller. . .      3,000
                    ---------
Yan Hsiao. . . . .     10,000
                    ---------
Allan Johnson. . .     10,000
                    ---------
Shayda Kassam. . .     20,000
                    ---------
Austin Kay . . . .     20,000
                    ---------
Janet Lim. . . . .     20,000
                    ---------
Daniel Maarsman. .    310,000
                    ---------
Larry Madore . . .      2,000
                    ---------
Jon Martin . . . .    101,000
                    ---------
Shelley Montgomery  1,040,000
                    ---------
Christopher Mybung      1,000
                    ---------
William Nigus. . .      4,000
                    ---------
Paolo Rubino . . .     10,000
                    ---------
Chrissie Simpson .      5,000
                    ---------
Jim Simpson. . . .      2,500
                    ---------
Margaret Simpson .      2,500
                    ---------
Rory Stowell . . .     30,000
                    ---------
Chin Chong Tai . .     30,000
                    ---------
Keith Tapp . . . .    400,000
                    ---------
Chester Thorton. .     50,000
                    ---------
Malek Vnani. . . .     10,000
                    ---------
Tasneem Virani . .     36,000
                    ---------
Wade Willis. . . .     40,000
                    ---------
Chen Tao Wu. . . .     10,000
                    ---------
David Fendick. . .      3,333     3,333
                    ---------  --------
Henry Tai. . . . .      3,333     3,333
                    ---------  --------
Gerry Wittenberg .     13,333    13,333
                    ---------  --------
Joseph Kathy . . .      3,333     3,333
                    ---------  --------
Larry Ltd. . . . .      6,667     6,667
                    ---------  --------
Marie Murdoch. . .      3,333     3,333
                    ---------  --------
Catherine Shore. .      3,333     3,333
                    ---------  --------
Gilbert Schneider.      3,333     3,333
                    ---------  --------
Ted Maudsley . . .      6,667     6,667
                    ---------  --------
Mike Tapp. . . . .      6,667     6,667
                    ---------  --------
Keith Tapp . . . .     33,333    33,333
------------------  ---------  --------
</TABLE>



<PAGE>
                                    EXHIBIT C
                                    ---------
                           ARTICLES OF SHARE EXCHANGE
                           --------------------------

                                   (Attached)


<PAGE>
                                    EXHIBIT D
                                    ---------
                            OPTIONS GRANTED BY MERLIN
                            -------------------------
<TABLE>
<CAPTION>

                    NUMBER OF
OPTIONEE             OPTIONS   EXERCISE PRICE
------------------  ---------  --------------
<S>                 <C>        <C>

William Negus. . .     40,000  US$1.00
                    ---------  --------------
Patricia Negus . .     40,000  US$1.00
                    ---------  --------------
Gary Heller. . . .    150,000  US$1.00
                    ---------  --------------
Shelley Montgomery    150,000  US$1.00
                    ---------  --------------
Robert Heller. . .    150,000  US$1.00
                    ---------  --------------
Chang-Cheng Chao .     24,000  US$1.00
                    ---------  --------------
Dae Kyung Kim. . .     24,000  US$1.00
                    ---------  --------------
Douglas West . . .    100,000  US$1.00
                    ---------  --------------
William Heller . .     16,000  US$1.00
                    ---------  --------------
Alastair King. . .     10,000  US$1.00
                    ---------  --------------
Crystal Gross. . .     24,000  US$1.00
                    ---------  --------------
Alireza Ahmadi . .     24,000  US$1.00
                    ---------  --------------
Brandon Montgomery      8,000  US$1.00
                    ---------  --------------
Haide-Anne James .      1,000  US$1.00
                    ---------  --------------
Hank Barber. . . .     20,000  US$1.00
------------------  ---------  --------------
</TABLE>



<PAGE>
                                    EXHIBIT E
                                    ---------
                  CERTIFICATE OF CONSENT OF MERLIN SHAREHOLDERS
                  ---------------------------------------------