FILED#  C1580799
JUN  25  1999                 ARTICLES  OF  INCORPORATION
IN  THE  OFFICE  OF                     OF
DEAN  HELLER               MERLIN  SOFTWARE  TECHNOLOGIES  INC.
DEAN  HELLER
SECRETARY  OF  STATE
                                    ARTICLE I

     The  name  of  the  corporation  is  Merlin Software Technologies Inc. (the
"Corporation").

                                   ARTICLE 11

     The  amount  of  total authorized capital stock which the Corporation shall
have  authority  to Issue is 50,000,000 shares of common stock, each with $0.001
par  value,  and 1,000,000 shares of preferred stock, each with $0.01 par value.
To  the  fullest  extent permitted by the laws of the State of Nevada (currently
set forth in NRS 78.1 95), as the same now exists or may hereafter be amended or
supplemented,  the  Board  of  Directors may fix and determine the designations,
rights,  preferences  or  other  variations  of each class or series within each
class  of  capital  stock  of  the  Corporation.

                                   ARTICLE III

     The  business and affairs of the Corporation shall be managed by a Board of
Directors  which  shall  exercise  all  the  powers of the Corporation except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of  the  State of Nevada.  The number of members of the Board of Directors shall
be  set  in  accordance with the Company's Bylaws; however, the initial Board of
Directors  shall  consist  of  three  members.  The  names  and addresses of the
persons  who  shall  serve  as  the  directors until the first annual meeting of
stockholders  and  until  their successors are duly elected and qualified are as
follows:

Name                                               Address
------------                                       -------
Robert Heller                                1912  Ironwood  Court
                                             Vancouver, B.C.  V3H 4C3
                                             Canada

Gary C. Heller                               1409  N.  Cove  Blvd.
                                             Longwood,  FL  32750

Shelley Montgomery                           101  Esplanade  Ave.
                                             West  Vancouver,  B.C.  V7T  1G2
                                             Canada

<PAGE>
                                   ARTICLE IV

     The  name and address of the incorporator of the Corporation is Lori Ann Y.
Fujioka,  3333  Quebec  Street,  Suite  9000,  Denver,  Colorado  80207.

                                    ARTICLE V

     To  the  fullest  extent  permitted  by  the  laws  of  the State of Nevada
(currently  set forth in NRS 78.037), as the same now exists or may hereafter be
amended  or  supplemented,  no  director  or officer of the Corporation shall be
liable  to  the  Corporation  or  to  its stockholders for damages for breach of
fiduciary  duty  as  a  director  or  officer.

                                   ARTICLE VI

     The  Corporation  shall  indemnify,  to  the  fullest  extent  permitted by
applicable law in effect from time to time, any person against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he is or
was  a  director  or  officer  of  the  Corporation, he is or was serving at the
request  of the Corporation as a director, officer, employee, or agent of, on in
any  similar  managerial  or  fiduciary  position  of,  another  corporation,
partnership,  joint  venture,  trust or other enterprise.  The Corporation shall
also  indemnify  any  person  who  is serving or has served the Corporation as a
director,  officer,  employee,  or agent of the Corporation to the extent and in
the  manner  provided in any bylaw, resolution of the shareholders or directors,
contract,  or  otherwise,  so  long  as  such  provision is legally permissible.

                                   ARTICLE VII

     The  owners  of  shares  of  stock  of  the  Corporation  shall  not have a
preemptive  right  to  acquire  unissued  shares,  treasury shares or securities
convertible  into  such  shares.

                                  ARTICLE VIII

     Only  the shares of capital stock of the Corporation designated at issuance
as having voting rights shall be entitled to vote at meetings of stockholders of
the  Corporation, and only stockholders of record of shares having voting rights
shall  be  entitled  to notice of and to vote at meetings of stockholders of the
Corporation.

                                   ARTICLE IX

     The  initial  resident  agent  of  the Corporation shall be the Corporation
Trust Company of Nevada, whose street address is 1 East 1st Street, Reno, Nevada
89501.

                                    ARTICLE X

     The  provisions  of NRS 78.378 to 78.3793 inclusive, shall not apply to the
Corporation.

<PAGE>

                                   ARTICLE XI

     The  purposes  for which the Corporation is organized and its powers are as
follows:

          To  engage  in  all  lawful  business-,  and

          To  have,  enjoy,  and  exercise  all  of  the  rights,  powers,  and

          To have, enjoy, and exercise all of the rights, powers, and privileges
conferred  upon corporations incorporated pursuant to Nevada law, whether now or
hereafter  in  effect,  and  whether  or  not  herein  specifically  mentioned.

                                   ARTICLE XII

     One-third  of  the  votes  entitled  to  be  cast  on  any  matter  by each
shareholder  voting group entitled to vote on a matter shall constitute a quorum
of  that  voting  group  for  action  on  that  matter  by  shareholders.

                                  ARTICLE XIII

     The  holder of a bond, debenture or other obligation of the Corporation may
have  any  of  the  rights  of  a  stockholder  in the Corporation to the extent
determined appropriate by the Board of Directors at the time of issuance of such
bond,  debenture  or  other  obligation.

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  incorporator  has  executed  these
Articles  of  Incorporation  this  23rd  day  of  June,  1999.


By:     [LORI  ANN  Y.  FUJIOKA]
        ------------------------
     Lori  Ann  Y.  Fujioka,  Incorporator

STATE  OF  HAWAII               )
CITY  AND                       )  ss.
COUNTY  OF  HONOLULU            )

     Personally  appeared  before  me  this  23rd day of June, 1999, Lori Ann Y.
Fujioka,  who,  being  first duly sworn, declared that se executed the foregoing
Articles  of  Incorporation and that the statements therein are true and correct
to  the  best  of  her  knowledge  and  belief.

     Witness  my  hand  and  official  seal.

[RAYNETTE  J.  HAMAMOTO
-----------------------
Notary  Public.  [State  of  Hi]

My  commission  expires:                    Address:
03-26-2003                              Waralua,  FCU
-- -------                              -------------
                                        P.O.  Box  800
                                        --------------
                                   Waralua,  Hi  96791
                                   -------------------

<PAGE>

     FILED#  C1580799
     JUN  25  1999
     IN  THE  OFFICE  OF
     DEAN HELLER
     DEAN HELLER
     SECRETARY OF STATE

            CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
              BY RESIDENT AGENT

     In  the  matter  of Merlin Software Technologies Inc., 1, Corporation Trust
Company  of Nevada, hereby state that on June 1 1999, 1 accepted the appointment
as  resident  agent  for  the  above  named  business  entity.

The  street  address  of  the  resident  agent  in  this  state  is  as follows:

One  East  First  Street,  Town  of  Reno,  County  of  Washoe, State of Nevada,
89501          .
-----
CORPORATION  TRUST
COMPANY  OF  NEVADA

[Marcia  J.  Sunahara]
 ---------------------
Signature
MARCIA  J.  SUNAHARA
--------------------
Print  Name
[Special  Assistant  Secretary]
-------------------------------
Title

<PAGE>

NAME:  MERLIN  SOFTWARE  TECHNOLOGIES  INC.

FILE  TYPE/NR  C      15807-1999  ST  NEVADA            INC  ON JUN 2S, 1999 FOR
PERPETUAL

     STATUS: ARTICLES FILED           06-25-99     NUMBER OF PAGES FILED:4 KRD
TYPE:     REGULAR
PURPOSE:     ALL  LEGAL  ACTIVITIES
     FILING  FEE  $175.00/FEDX/2CC          CAPITAL:          $60,000
PAR  SHRS:     51,000,000     PAR  VAL:     $.000     NR  NO  PAR  SHRS:
     RA  NBR:          5482
     NO  OFFICERS  LISTED                         ARTICLES  F
RA     CORPORATION  TRUST  CO.  OF NEVADA                    ACCEPTED     062599
     ONE  EAST  FIRST STREET                    RENO                    NV 89501
FILER  VADEN  &  EVANS,  LLC
     68-393  CROZIER  DR               WALALUA          HI  96791
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