BYLAWS
                                       OF
                        MERLIN SOFTWARE TECHNOLOGIES INC.


     Adopted  As  Of  June  25,  1999

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                        MERLIN SOFTWARE TECHNOLOGIES INC.
                                     BYLAWS
                                TABLE OF CONTENTS

SECTION                                                          PAGE
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                                    ARTICLE I
                                     OFFICES
1.1     Registered  Office                                         1
1.2     Principal  Office                                          1

                                   ARTICLE 11
                                  STOCKHOLDERS

2.1     Annual  Meeting                                            1
2.2     Special  Meetings                                          1
2.3     Place  of  Meeting                                         2
2.4     Notice  of  Meeting                                        2
2.5     Adjournment                                                2
2.6     Organization                                               2
2.7     Closing  of  Transfer  Books  or  Fixing  of  Record  Date 2
2.8     Quorum                                                     2
2.9     Proxies                                                    3
2.10     Voting  of  Shares                                        3
2.11     Action  Taken  Without  a  Meeting                        3
2.12     Meetings  by  Telephone                                   4

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SECTION                                                          PAGE
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                                   ARTICLE III
                                    DIRECTORS

3.1     Board  of  Directors;  Number-  Qualifications-  Election  4
3.2     Powers  of  the  Board  of  Directors:  Generally          4
3.3     Committees  of  the  Board  of  Directors                  4
3.4     Resignation                                                4
3.5     Removal                                                    5
3.6     Vacancies                                                  5
3.7     Regular  Meetings                                          5
3.8     Special  Meetings                                          5
3.9     Notice                                                     5
3.10     Quorum                                                    5
3.11     Manner  of  Acting                                        5
3.12     Compensation                                              5
3.13     Action  Taken  Without  a  Meeting                        6
3.14     Meetings  by  Telephone                                   6

                                   ARTICLE IV
                               OFFICERS AND AGENTS

4.1     Officers  of  the  Corporation                             6
4.2     Election  and  Term  of  Office                            6
4.3     Removal                                                    6
4.4     Vacancies                                                  7
4.5     President                                                  7
4.6     Vice  Presidents                                           7
4.7     Secretary                                                  7
4.8     Treasurer                                                  8
4.9     Salaries                                                   8
4.10     Bonds                                                     8

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                                     SECTION
                                    ARTICLE V
                                      STOCK

5.1     Certificates                                               8
5.2     Record                                                     9
5.3     Consideration  for  Shares                                 9
5.4     Cancellation  of  Certificates                             9
5.5     Lost  Certificates                                        10
5.6     Transfer  of  Shares                                      10
5.7     Transfer  Agents,  Registrars,  and  Paying  Agents       10

                                   ARTICLE VI
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.1     Indemnification;  Advancement  of  Expenses               10
6.2     Insurance  and  Other  Financial  Arrangements  Against
     Liability  of  Directors,  Officers,  Employees,  and
     Agents                                                       10

                                   ARTICLE VII
                       ACQUISITION OF CONTROLLING INTEREST

7.1     Acquisition  of  Controlling  Interest                    11
                                  ARTICLE VIII
            EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
                                DEPOSITS; PROXIES

8.1     Execution  of  Instruments                                11
8.2     Loans                                                     11
8.3     Checks  and  Endorsements                                 11
8.4     Deposits                                                  12
8.5     Proxies                                                   12
8.6     Contracts                                                 12

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SECTION                                                           PAGE
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                                   ARTICLE IX
                                  MISCELLANEOUS

9.1     Waivers  of  Notice                                       12
9.2     Corporate  Seal                                           12
9.3     Fiscal  Year                                              13
9.4     Amendment  of  Bylaws                                     13
9.5     Uniformity  of  Interpretation  and  Severability         13
9.6     Emergency  Bylaws                                         13
Secretary's  Certification                                        13

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                                     BYLAWS
                                       OF
                        MERLIN SOFTWARE TECHNOLOGIES INC.

                                    ARTICLE I
                                     OFFICES

     1.1     REGISTERED  OFFICE.  The  registered  office  of  the  Corporation
required  by the General Corporation Law of Nevada, Nevada Revised Statutes, 195
7  ("NRS  "),  Chapter  78,  to be maintained in Nevada may be, but need not be,
identical  with  the  principal  office  if  in  Nevada,  and the address of the
registered  office  may  be changed from time to time by the Board of Directors.

     1.2     PRINCIPAL  OFFICE.  The  Corporation may have such other office or
offices  either  within or outside of the State of Nevada as the business of the
Corporation  may  require  from  time  to  time if so designated by the Board of
Directors.

                                   ARTICLE II
                                  STOCKHOLDERS

     2.1     ANNUAL  MEETING.  Unless  otherwise  designated  by  the  Board of
Directors,  the  annual  meeting  shall  be held on the date and at the time and
place  fixed by the Board of Directors; provided, however, that the first annual
meeting shall be held on a date that is within 18 months after the date on which
the Corporation first has stockholders, and each successive annual meeting shall
be  held  on a date that is within 18 months after the preceding annual meeting.

     2.2     SPECIAL  MEETINGS.  Special  meetings  of  stockholders  of  the
Corporation,  for  any  purpose, may be called by the Chairman of the Board, the
president, any vice president, any two members of the Board of Directors, or the
holders  of  at least 10% of all of the shares entitled to vote at such meeting.
Any  holder or holders of not less than 10% of all the outstanding shares of the
Corporation  who  desire to call a special meeting pursuant to this Section 2 of
Article II shall notify the president that a special meeting of the stockholders
shall  be  called.  Within  30 days after notice to the president, the president
shall set the date, time, and location of a stockholders' meeting.  The date set
by the president shall be not less than 30 nor more than 120 days after the date
of  notice  to the president.  If the president fails to set the date, time, and
location  of  special meeting within the 30-day time period described above, the
stockholder  or  stockholders  calling the meeting shall set the date, time, and
location  of  the  special  meeting.  At  a special meeting no business shall be
transacted  and no corporate action shall be taken other than that stated in the
notice  of  the  meeting.

     2.3     PLACE OF MEETING.  The Board of Directors may designate any place,
either  within  or  outside  the  State  of  Nevada, as the place for any annual
meeting  or special meeting called by the Board of Directors.  If no designation
is  made, or if a meeting shall be called otherwise than by the Board, the place
of  meeting  shall be the Company's principal offices, whether within or outside
the  State  of  Nevada.

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     2.4     NOTICE OF MEETING.  Written notice signed by an officer designated
by  the  Board of Directors, stating the place, day, and hour of the meeting and
the  purpose  for  which the meeting is called, shall be delivered personally or
mailed  postage  prepaid  to  each stockholder of record entitled to vote at the
meeting  not  less than 10 nor more than 60 days before the meeting.  If mailed,
such  notice  shall  be directed to the stockholder at his address as it appears
upon  the  records  of  the Corporation, and notice shall be deemed to have been
given  upon  the  mailing  of  any such notice, and the time of the notice shall
begin  to  run  from the date upon which the notice is deposited in the mail for
transmission  to  the  stockholder.  Personal delivery of any such notice to any
officer  of  a  corporation  or  association, or to any member of a partnership,
constitutes  delivery  of  the  notice  to  the  corporation,  association  or
partnership.  Any  stockholder  may  waive  notice  of  any meeting by a writing
signed  by  him,  or  his  duly  authorized attorney, either before or after the
meeting.

     2.5     ADJOURNMENT.  When  a  meeting  is  for  any  reason  adjourned to
another  time or place, notice need not be given of the adjourned meeting if the
time  and place thereof are announced at the meeting at which the adjournment is
taken.  At  the  adjourned  meeting,  any business may be transacted which might
have  been  transacted  at  the  original  meeting.

     2.6     ORGANIZATION.  The  president  or  any  vice  president shall call
meetings  of stockholders to order and act as chairman of such meetings.  In the
absence  of  said officers, any stockholder entitled to vote at that meeting, or
any  proxy of any such stockholder, may call the meeting to order and a chairman
shall  be  elected  by  a  majority of the stockholders entitled to vote at that
meeting.  In  the  absence  of  the  secretary or any assistant secretary of the
Corporation, any person appointed by the chairman shall act as secretary of such
meeting.  An  appropriate  number  of inspectors for any meeting of stockholders
may  be appointed by the chairman of such meeting.  Inspectors so appointed will
open  and  close the polls, will receive and take charge of proxies and ballots,
and  will  decide  all questions as to the qualifications of voters, validity of
proxies  and  ballots,  and  the  number  of  votes  properly  cast.

     2.7     CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  The directors
may  prescribe  a  period  not  exceeding  60  days  before  any  meeting of the
stockholders  during  which  no  transfer  of  stock  on  the  books  of  the
Co--p,,)ration  may  be  made, or may fix a day not more than 60 days before the
holding  of  any  such  meeting  as the day as of which stockholders entitled to
notice of and to vote at such meetings must be determined.  Only stockholders of
record  on  that  day  are  entitled  to  notice  or  to  vote  at such meeting.

     2.8     QUORUM.  Unless  otherwise  provided  by  the  Articles  of
Incorporation,  one-third  of the outstanding shares of the Corporation entitled
to  vote,  represented  in  person  or  by proxy, shall constitute a quorum at a
meeting  of stockholders.  If fewer than one-third of the outstanding shares are
represented  at  a  meeting, a majority of the shares so represented may adjourn
the meeting without further notice for a period not to exceed 60 days at any one
adjournment.  At  such  adjourned  meeting at which a quorum shall be present or
represented,  any business may be transacted which might have been transacted at
the  meeting  as  originally  notified.  The  stockholders  present  at  a  duly
organized  meeting  may  continue  to  transact  business  until  adjournment,
notwithstanding  the  withdrawal  of  stockholders  so  that  less than a quorum
remains.

<PAGE>

     If  a  quorum  is present, the affirmative vote of a majority of the shares
represented  at  the meeting and entitled to vote on the subject matter shall be
the  act  of  the stockholders, unless the vote of a greater number or voting by
classes  is  required  by  law  or  the  Articles  of  Incorporation.

     2.9     PROXIES.  At  all meetings of stockholders, a stockholder may vote
by proxy, as prescribed by law.  Such proxy shall be filed with the secretary of
the  Corporation  before  or at the time of the meeting. No proxy shall be valid
after  6  months  from  the  date  of its creation, unless it is coupled with an
interest, or unless the stockholder specifies in it the length of time for which
it  is  to  continue in force, which may not exceed 7 years from the date of its
creation.

     2.10     VOTING  OF  SHARES.  Each outstanding share, regardless of class,
shall  be entitled to one vote, and each fractional share shall be entitled to a
corresponding  fractional  vote  on  each  matter  submitted  to a     vote at a
meeting  of stockholders, except as may be otherwise provided in the Articles of
Incorporation  or  in  the  resolution  providing  for the issuance of the stock
adopted  by  the Board of Directors pursuant to authority expressly vested in it
by  the  provisions  of  the  Articles  of  Incorporation.  If  the  Articles of
Incorporation  or any such resolution provide for more or less than one vote per
share  for  any  class or series of shares on any matter, every reference in the
Articles  of  Incorporation,  these  Bylaws  and  the General Corporation Law of
Nevada  to a majority or other proportion or number of shares shall be deemed to
refer to a majority or other proportion of the voting power of all of the shares
or  those  classes  or  series  of shares, as may be required by the Articles of
Incorporation,  or  in  the  resolution  providing for the issuance of the stock
adopted  by  the Board of Directors pursuant to authority expressly vested in it
by  the  Articles  of  Incorporation,  or the General Corporation Law of Nevada.
Cumulative  voting  shall not be allowed.  Unless the General Corporation Law of
Nevada,  the  Articles  of  Incorporation, or these Bylaws provide for different
proportions,  an  act of stockholders who hold at least a majority of the voting
power  and  are  present at a meeting at which a quorum is present is the act of
the  stockholders.

     2.11     ACTION TAKEN WITHOUT A MEETING.  Unless otherwise provided in the
Articles  of  Incorporation or these Bylaws, any action required or permitted to
be  taken  at  a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by stockholders holding at least a majority of
the  voting  power,  except  that  if  a different proportion of voting power is
required  for  such  an  action  e,  a  meeting, then that proportion of written
consents  is  required.  In  no  instance  where action is authorized by written
consent  need  a meeting of stockholders be called or notice given.  The written
consent  must  be filed with the minutes of the proceedings of the stockholders.

     2.12     MEETINGS  BY  TELEPHONE.  Unless other restricted by the Articles
of  Incorporation  or these Bylaws, stockholders may participate in a meeting of
stockholders  by  means  of  a  telephone  conference  or  similar  method  of
communication  by  which  all persons participating in the meeting can hear each
other.  Participation in a meeting pursuant to this Section constitutes presence
in  person  at  the  meeting.

<PAGE>

                                   ARTICLE III
                                    DIRECTORS

     3.1     BOARD  OF  DIRECTORS;  NUMBER;  QUALIFICATIONS;  ELECTION.  The
Corporation  shall  be  managed  by  a  Board  of Directors, all of whom must be
natural  persons  at  least 18 years of age.  Directors need not be residents of
the State of Nevada or stockholders of the Corporation.  The number of directors
of  the Corporation shall be not less than one nor more than twelve.  Subject to
such  limitations,  the  number  of  directors  may be increased or decreased by
resolution  of  the Board of Directors, but no decrease shall have the effect of
shortening  the  term  of  any incumbent director.  Subject to the provisions of
Article  III of the Corporation's Articles of Incorporation, each director shall
hold office until the next annual meeting of shareholders or until his successor
has  been  elected  and  qualified.

     3.2     POWERS OF THE BOARD OF DIRECTORS: GENERALLY.  Subject only to such
limitations  as  may be provided by the General Corporation Law of Nevada or the
Articles  of  Incorporation, the Board of Directors shall have full control over
the  affairs  of  the  Corporation.

     3.3     COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of Directors may,
by  resolution or resolutions passed by a majority of the whole Board, designate
one  or  more  committees,  each  committee to consist of one or more directors,
which,  to  the  extent  provided  in  the resolution or resolutions or in these
Bylaws,  shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize  the  seal of the Corporation to be affixed to all papers on which the
Corporation desires to place on a seal.  Such committee or committees shall have
such  name or names as may be determined from time to time by resolution adopted
by the Board of Directors.  Unless the Articles of Incorporation or these Bylaws
provide  otherwise,  the  Board of Directors may appoint natural persons who are
not  directors  to  serve  on  committees.

     3.4     RESIGNATION.  Any  director  of  the Corporation may resign at any
time  by giving written notice of his resignation to the Board of Directors, the
president,  any  vice  president,  or  the  secretary  of the Corporation.  Such
resignation  shall  take  effect at the date of receipt of such notice or at any
later  time  specified  therein  and,  unless  otherwise  specified therein, the
acceptance  of  such  resignation  shall  not be necessary to make it effective.
When  one  or  more directors shall resign from the Board, effective at a future
date,  a  majority  of  the  directors  then  in  office.

     3.5     REMOVAL.  Except  as  otherwise  provided  in  the  Articles  of
Incorporation, any director may be removed, either with or without cause, at any
time  by  the  vote of the stockholders representing not less than two-thirds of
the  voting  power of the issued and outstanding stock entitled to voting power.

     3.6     VACANCIES.  All  vacancies,  including those caused by an increase
in  the  number  of  directors,  may  be  filled  by a majority of the remaining
directors,  though  less  than  a quorum, unless it is otherwise provided in the
Articles  of  Incorporation.  A  director  elected  to  fill  a vacancy shall be
elected for the unexpired term his predecessor in office.  A director elected to
fill  a  vacancy  caused  by  an  increase in the number of directors shall hold
office until the next annual meeting of stockholders and until his successor has
been  elected  and  has  qualified.

<PAGE>

     3.7     REGULAR  MEETINGS.  A  regular  meeting  of the Board of Directors
shall  be held without other notice than this Bylaw immediately after and at the
same  place  as  the annual meeting of stockholders.  The Board of Directors may
provide  by resolution the time and place, either within or outside the State of
Nevada, for the holding of additional regular meetings without other notice than
such  resolution.

     3.8     SPECIAL  MEETINGS.  Special meetings of the Board of Directors may
be  called  by  or  at  the  request     of  the president or a one-third of the
directors  then  in  office.  The  person  or persons authorized to call special
meetings  of  the Board of Directors may fix any place, either within or outside
Nevada,  as  the place for holding any special meeting of the Board of directors
called  by  them.

     3.9     NOTICE.  Notice of any special meeting shall be given at least two
days previously thereto by written notice delivered personally or mailed to each
director at his business address.  Any director may waive notice of any meeting.
A  director's  presence at a meeting shall constitute a waiver of notice of such
meeting  if  the  director's oral consent is entered on the minutes or by taking
part  in  the  deliberations  at  such  meeting  without objecting.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such  meeting.

     3.10     QUORUM.  A  majority  of  the  number  of  directors  elected and
qualified  at  the  time  of  the  meeting  shall  constitute  a  quorum for the
transaction  of  business  at any such meeting of the Board of Directors, but if
less  than  such  majority  is present at a meeting, a majority of the directors
present  may  adjourn  the  meeting  from  time  to time without further notice.

     3.11     MANNER  OF  ACTING.  If a quorum is present, the affirmative vote
of  a  majority  of the directors present at the meeting and entitled to vote on
that  particular  matter  shall  be  the  act of the Board, unless the vote of a
greater  number  is  required  by  law  or  the  Articles  of  Incorporation.

     3.12     COMPENSATION.  By  resolution  of  the  Board  of  Directors, any
director may be paid any one or more     of the following: his expenses, if any,
of  attendance  at  meetings;  a  fixed sum for attendance at such meeting; or a
stated  salary  as  director.  No  such payment shall preclude any director from
serving  the  Corporation  in  any  other  capacity  and  receiving compensation
therefor.

     3.13     ACTION TAKEN WITHOUT A MEETING.  Unless otherwise provided in the
Articles  of  Incorporation or these Bylaws, any action required or permitted to
be  taken  at  a meeting of the Board of Directors or a committee thereof may be
taken  without  a  meeting  if,  before  or  after the action, a written consent
thereto  is  signed  by  all  the members of the Board or of the committee.  The
written  consent  must be filed with the minutes of the proceedings of the Board
or  committee.

     3.14     MEETINGS  BY  TELEPHONE.  Unless other restricted by the Articles
of  Incorporation  or  these Bylaws, members of the Board of Directors or of any
committee  designated by the Board, may participate in a meeting of the Board or
committee  by means of a telephone conference or similar method of communication
by  which  all  persons  participating  in  the  meeting  can  hear  each other.
Participation  in  a  meeting  pursuant  to this Section constitutes presence in
person  at  the  meeting.

<PAGE>

                                   ARTICLE IV
                               OFFICERS AND AGENTS

     4.1     OFFICERS  OF  THE  CORPORATION.  The  Corporation  shall  have  a
president,  a  secretary,  and a treasurer, each of whom shall be elected by the
Board  of  Directors.  The  Board  of  Directors  may  appoint  one or more vice
presidents  and such other officers, assistant officers, committees, and agents,
including  a  chairman  of  the  board,  assistant  secretaries,  and  assistant
treasurers,  as  they may consider necessary, who shall be chosen in such manner
and hold their offices for such terms and have such authority and duties as from
time  to  time may be determined by the Board of Directors.  One person may hold
any  two  or  more  offices.  The  officers  of the Corporation shall be natural
persons 18 years of age or older.  In all cases where the duties of any officer,
agent,  or  employee  are  not  prescribed  by  the  Bylaws  or  by the Board of
Directors,  such  officer,  agent,  or  employee  shall  follow  the  orders and
instructions  of  (a)  the  president,  and  if a chairman of the board has been
elected,  then  (b)  the  chairman  of  the  board.

     4.2     ELECTION  AND  TERM  OF  OFFICE.  The  officers of the Corporation
shall  be elected by the Board of Directors annually at the first meeting of the
Board  held  after  each annual meeting of the stockholders.  If the election of
officers  shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient.  Each officer shall hold office until the first
of  the  following  occurs: until his successor shall have been duly elected and
shall  have qualified; or until his death; or until he shall resign; or until he
shall  have  been  removed  in  the  manner  hereinafter  provided.

     4.3     REMOVAL,  Any  officer  or  agent  may  be removed by the Board of
Directors  or  by  the executive committee, if any, whenever in its judgment the
best interests of the Corporation will be served thereby, but such removal shall
be  without prejudice to the contract rights, if any, of the  person so removed.
Election  or  appointment  of  an  officer  or  agent shall not of itself create
contract  rights.

     4.4     VACANCIES.  A  vacancy  in  any  office, however occurring, may be
filled  by  the  Board  of  Directors  for  the  unexpired  portion of the term.

     4.5     PRESIDENT.  The  president  shall,  subject  to  the direction and
supervision  of  the  Board  of Directors, be the chief executive officer of the
Corporation  and  shall  have  general  and  active  control  of its affairs and
business  and  general  supervision  of its officers, agents, and employees.  He
shall,  unless otherwise directed by the Board of Directors, attend in person or
by  substitute appointed by him, or shall execute, on behalf of the Corporation,
written  instruments appointing a proxy or proxies to represent the Corporation,
at  all  meetings  of  the  stockholders  of  any other corporation in which the
Corporation  shall  hold  any  stock.  He  may, on behalf of the Corporation, in
person  or  by  substitute  or  by  proxy, execute written waivers of notice and
consents with respect to any such meetings.  At all such meetings and otherwise,
the  president,  in  person or by substitute or proxy as aforesaid, may vote the
stock  so  held  by  the  Corporation and may execute written consents and other
instruments  with  respect to such stock and may exercise any and all rights and
powers  incident  to  the  ownership  of  said  stock,  subject  however  to the
instructions,  if  any,  of  the  Board  of Directors.  The president shall have
custody  of  the  treasurer's bond, if any.  If a chairman of the board has been
elected,  the  chairman  of  the  board shall have, subject to the direction and
modification  of  the Board of Directors, all the same responsibilities, fights,
and  obligations  as  described  in  these  Bylaws  for  the  president.

<PAGE>

     4.6     VICE  PRESIDENTS.  The  vice  presidents, if any, shall assist the
president  and  shall  perform  such  duties  as  may be assigned to them by the
president  or  by  the Board of Directors.  In the absence of the president, the
vice  president  designated  by  the  Board of Directors or (if there be no such
designation)  the  vice  president  designated in writing by the president shall
have the powers and perform the duties of the president.  If no such designation
shall  be  made,  all  vice presidents may exercise such powers and perform such
duties.

     4.7     SECRETARY.  The  secretary  shall  perform the following: (a) keep
the minutes of the proceedings of the stockholders, executive committee, and the
Board  of  Directors; (b) see that all notices are duly given in accordance with
the  provisions  of  these Bylaws or as required by law- (c) be custodian of the
corporate  records  and of the seal of the Corporation and affix the seal to all
documents  when  authorized  by  the  Board  of  directors;  (d)  keep,  at  the
Corporation's registered office or principal place of business within or outside
Nevada,  a record containing the names and addresses of all stockholders and the
number  and  class of shares held by each, unless such a record shall be kept at
the  office  of the Corporation's transfer agent or registrar; (e) sign with the
president  or  a vice president, certificates for shares of the Corporation, the
issuance  of  which  shall  have  been  authorized by resolution of the Board of
Directors;  (f)  have  general  charge  of  the  stock  transfer  books  of  the
Corporation,  unless  the  Corporation has a transfer agent; and (g) in general,
perform  all duties incident to the office of secretary and such other duties as
from  time  to  time  may be assigned to him by the president or by the Board of
Directors.  Assistant  secretaries,  if  any,  shall  have  the  same duties and
powers,  subject  to  supervision  by  the  secretary.

     4.8     TREASURER.  The treasurer shall be the principal financial officer
of the Corporation and shall have the care and custody of all funds, securities,
evidences  of  indebtedness, and other personal property of the Corporation, and
shall  deposit  the  same  in  accordance  with the instructions of the Board of
Directors.  He  shall receive and give receipts and acquittances for monies paid
in  or on account of the Corporation, and shall pay out of the funds on hand all
bills, payrolls, and other just debts of the Corporation of whatever nature upon
maturity.  He  shall  perform  all  other  duties  incident to the office of the
treasurer  and,  upon request of the Board, shall make such reports to it as may
be  required  at  any  time.  He  shall,  if  required  by  the  Board, give the
Corporation  a bond in such sums and with such sureties as shall be satisfactory
to  the  Board,  conditioned upon the faithful performance of his duties and for
the  restoration  to  the Corporation of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control belonging
to  the  Corporation.  He  shall  have  such other powers and perform such other
duties  as  may be from time to time prescribed by the Board of Directors or the
president.  The  assistant  treasurers,  if  any, shall have the same powers and
duties,  subject  to  the  supervision  of  the  treasurer.

     The  treasurer  shall  also  be  the  principal  accounting  officer of the
Corporation.  He  shall  prescribe  and  maintain  the  methods  and  systems of
accounting  to  be followed, keep complete books and records of account, prepare
and  file  all  local, state, and federal tax returns, prescribe and maintain an
adequate  system of internal audit, and prepare and furnish to the president and
the  Board  of Directors statements of account showing the financial position of
the  Corporation  and  the  results  of  its  operations.

<PAGE>

     4.9     SALARIES.  Officers  of  the Corporation shall be entitled to such
salaries,  emoluments,  compensation,  or  reimbursement  as  shall  be fixed or
allowed  from  time  to  time  by  the  Board  of  Directors.

     4.10     BONDS.  If the Board of Directors by resolution shall so require,
any  officer  or  agent of the Corporation shall give bond to the Corporation in
such  amount and with such surety as the Board of Directors may deem sufficient,
conditioned  upon  the  faithful performance of that officer's or agent's duties
and  offices.

                                    ARTICLE V
                                      STOCK

     5.1     CERTIFICATES.  The  shares  of  stock  shall  be  represented  by
consecutively numbered certificates signed in the name of the Corporation by its
president  or a vice president and by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary, and shall be sealed with the seal of
the  Corporation,  or  with  a  facsimile  thereof.

Whenever  any  certificate  is  countersigned  or  otherwise  authenticated by a
transfer  agent  or  transfer clerk, and by a registrar, then a facsimile of the
signatures  of  the  officers or agents, the transfer agent or transfer clerk or
the  registrar  of  the  Corporation  may  be  printed  or lithographed upon the
certificate in lieu of the actual signatures.  If the Corporation uses facsimile
signatures  of  its officers and agents on its stock certificates, it cannot act
as  the  registrar of its own stock, but its transfer agent and registrar may be
identical  if  the  institution  acting in those dual capacities countersigns or
otherwise  authenticates any stock certificates in both capacities.  In case any
officer  who  has  signed or whose facsimile signature has been placed upon such
certificate  shall  have  ceased  to  be such officer before such certificate is
delivered  by  the Corporation, the certificate or certificates may nevertheless
be  adopted  by the Corporation and be issued and delivered as though the person
or  persons  who  signed the certificates, or whose facsimile signature has been
used  thereon,  had  not  ceased  to  be  an officer of the Corporation.  If the
Corporation  is  authorized  to issue shares of more than one class or more than
one  series of any class, each certificate shall set forth upon the face or back
of  the  certificate  or  shall  state  that the Corporation will furnish to any
stockholder  upon  request  and  without  charge  a  full  statement  of  the
designations,  preferences,  limitations,  and  relative rights of the shares of
each  class  authorized  to  be  issued and, if the Corporation is authorized to
issue  any  preferred or special class in series, the variations in the relative
rights  and  preferences  between  the shares of each such series, so far as the
same have been fixed and determined, and the authority of the Board of Directors
to  fix  and determine the relative rights and preferences of subsequent series.

     Each  certificate  representing  shares  shall state the following upon the
face thereof-. the name of the state of the Corporation's organization; the name
of the person to whom issued; the number and class of shares and the designation
of  the series, if any, which such certificate represents, the par value of each
share represented by such certificate or a statement that the shares are without
par  value.  Certificates  of stock shall be in such form consistent with law as
shall  be  prescribed by the Board of Directors.  No certificate shall be issued
until  the  shares  represented  thereby  are  fully  paid.

<PAGE>

     5.2     RECORD.  A  record  shall  be  kept  of the name of each person or
other entity holding the stock represented by each certificate for shares of the
Corporation  issued,  the number of shares represented by each such certificate,
the  date  thereof  and,  in the case of cancellation, the date of cancellation.
The  person  or other entity in whose name shares of stock stand on the books of
the  Corporation  shall be deemed the owner thereof, and thus a holder of record
of  such  shares  of  stock,  for  all  purposes  as  regards  the  Corporation.

     5.3     CONSIDERATION  FOR  SHARES.  Shares  shall  be  issued  for  such
consideration, expressed in dollars (but not less than the par value thereof) as
shall  be  fixed  from time to time by the Board of Directors.  That part of the
surplus  of  a  corporation  which  is  transferred  to  stated capital upon the
issuance of shares as a share dividend shall be deemed the consideration for the
issuance  of  such dividend shares.  Such consideration may consist, in whole or
in  part, of money, promissory notes, other property, tangible or intangible, or
in  labor  or  services  actually  performed  for the Corporation, contracts for
services  to  be  performed  or  other  securities  of  the  Corporation.

     5.4     CANCELLATION OF CERTIFICATES.  All certificates surrendered to the
Corporation  for  transfer  shall  be cancelled and no new certificates shall be
issued  in lieu thereof until the former certificate for a like number of shares
shall  have  been  surrendered  and  cancelled,  except  as herein provided with
respect  to  lost,  stolen,  or  destroyed  certificates.

     5.5     LOST  CERTIFICATES.  In  case of the alleged loss, destruction, or
mutilation  of  a  certificate  of  stock, the Board of Directors may direct the
issuance  of a new certificate in lieu thereof upon such terms and conditions in
conformity  with  law  as  it  may prescribe.  The Board of Directors may in its
discretion  require  a  bond, in such form and amount and with such surety as it
may  determine,  before  issuing  a  new  certificate.

     5.6     TRANSFER  OF  SHARES.  Upon  surrender  to the Corporation or to a
transfer  agent  of  the  Corporation of a certificate of stock duly endorsed or
accompanied  by  proper  evidence  of  succession,  assignment,  or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty  of  the  Corporation  to  issue  a  new certificate to the person entitled
thereto,  and cancel the old certificate.  Every such transfer of stock shall be
entered  on  the  stock  book  of  the  Corporation  which  shall be kept at its
principal  office  or  by  its  registrar  duly  appointed,

     The  Corporation  shall  be  entitled  to treat the holder of record of any
share of stock as the holder in fact thereof, and accordingly shall not be bound
to  recognize  any  equitable or other claim to or interest in such share on the
part  of  any  other person whether or not it shall have express or other notice
thereof,  except  as  may  be  required  by  the  laws  of  Nevada.

     5.7     TRANSFER  AGENTS, REGISTRARS, AND PAYING AGENTS.  The Board may at
its  discretion  appoint one or more transfer agents, registrars, and agents for
making  payment  upon  any class of stock, bond, debenture, or other security of
the  Corporation.  Such  agents  and  registrars may be located either within or
outside Nevada.  They shall have such rights and duties and shall be entitled to
such  compensation  as  may  be  agreed.

<PAGE>

                                   ARTICLE VI
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     6.1     INDEMNIFICATION;  ADVANCEMENT  OF EXPENSES.  To the fullest extent
permitted  by  the laws of the State of Nevada (currently set forth in NRS 78.75
1),  as  the  same  now  exists or may hereafter be amended or supplemented, the
Corporation  shall  indemnify  its  directors and officers, including payment of
expenses  as  they  are  incurred and in advance of the final disposition of any
action,  suit,  or  proceeding.  Employees,  agents,  and  other  persons may be
similarly  indemnified by the Corporation, including advancement of expenses, in
such  case  or  cases and to the extent set forth in a resolution or resolutions
adopted  by the Board of Directors.  No amendment of this Section shall have any
effect  on  indemnification  or  advancement  of  expenses relating to any event
arising  prior  to  the  date  of  such  amendment.

     6.2     INSURANCE  AND  OTHER  FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF
DIRECTORS,  OFFICERS, EMPLOYEES, AND AGENTS.  To the fullest extent permitted by
the laws of the State of Nevada (currently set forth in NRS 78.752), as the same
now  exists  or  may  hereafter  be amended or supplemented, the Corporation may
purchase  and maintain insurance and make other financial arrangements on behalf
of  any  person  who  is  or  was a director, officer, employee, or agent of the
Corporation,  or  is  or  was  serving  at  the  request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust,  or  other  enterprise, for any liability asserted against such
person  and  liability  and expense incurred by such person in its capacity as a
director, officer, employee, or agent, or arising out of such person's status as
such,  whether or not the Corporation has the authority to indemnify such person
against  such  liability  and  expenses.

                                   ARTICLE VII
                       ACQUISITION OF CONTROLLING INTEREST

     7.1     ACQUISITION  OF  CONTROLLING  INTEREST.  The  provisions  of  the
General Corporation Law of Nevada pertaining to the acquisition of a controlling
interest (currently set forth NRS 78.378 to 78.3793, inclusive), as the same now
exists  or  may  hereafter  be  amended  or supplemented, shall not apply to the
Corporation.

                                  ARTICLE VIII
            EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
                                DEPOSITS; PROXIES

     8.1     EXECUTION  OF  INSTRUMENTS.  The  president  or any vice president
shall  have the power to execute and deliver on behalf of and in the name of the
Corporation  any  instrument  requiring  the  signature  of  an  officer  of the
Corporation, except as otherwise provided in these Bylaws or where the execution
and  delivery  thereof shall be expressly delegated by the Board of Directors to
some  other  officer or agent of the Corporation.  Unless authorized to do so by
these  Bylaws or by the Board of Directors, no officer, agent, or employee shall
have  any  power  or authority to bind the Corporation in any way, to pledge its
credit,  or  to  render  it liable pecuniarily for any purpose or in any amount.

<PAGE>

     8.2     LOANS.  The  Corporation  may  lend  money  to,  guarantee  the
obligations  of,  and otherwise assist directors, officers, and employees of the
Corporation, or directors of another corporation of which the Corporation owns a
majority  of the voting stock, only upon compliance with the requirements of the
General  Corporation  Law  of  Nevada.

     No  loans  shall be contracted on behalf of the Corporation and no evidence
of indebtedness shall be issued in its name unless authorized by a resolution of
the  Board  of directors.  Such authority may be general or confined to specific
instances.

     8.3     CHECKS  AND ENDORSEMENTS.  All checks, drafts, or other orders for
the  payment  of  money, obligations, notes, or other evidences of indebtedness,
bills  of  lading,  warehouse  receipts,  trade  acceptances,  and  other  such
instruments  shall  be  signed  or  endorsed  by  such officers or agents of the
Corporation  as shall from time to time be determined by resolution of the Board
of  Directors, which resolution may provide for the use of facsimile signatures.

     8.4     DEPOSITS.  All  funds  of  the  Corporation not otherwise employed
shall  be  deposited from time to time to the Corporation's credit in such banks
or  other depositories as shall from time to time be determined by resolution of
the  Board  of Directors, which resolution may specify the officers or agents of
the  Corporation  who  shall  have the power, and the manner in which such power
shall  be  exercised,  to make such deposits and to endorse, assign, and deliver
for  collection  and deposit checks, drafts, and other orders for the payment of
money  payable  to  the  Corporation  or  its  order.

     8.5     PROXIES.  Unless  otherwise  provided by resolution adopted by the
Board  of  Directors,  the president or any vice president may from time to time
appoint  one or more agents or attorneys-in fact of the Corporation, in the name
and on behalf of the Corporation, to cast the votes which the Corporation may be
entitled  to  cast  as  the  holder  of  stock  or other securities in any other
corporation, association, or other entity any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association, or other entity or to consent
in writing, in the name of the Corporation as such holder, to any action by such
other  corporation, association, or other entity, and may instruct the person or
persons  so  appointed  as  to  the  manner of casting such votes or giving such
consent,  and  may  execute or cause to be executed in the name and on behalf of
the  Corporation  and  under  its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.

     8.6     CONTRACTS.  The  Board  of  Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument  in  the name of and on behalf of the Corporation, and such authority
may  be  general  or  confined  to  specific  instances.

<PAGE>

                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1     WAIVERS  OF  NOTICE.  Whenever  notice  is required by the General
Corporation Law of Nevada, by the Articles of Incorporation, or by these Bylaws,
a waiver thereof in writing signed by the director, stockholder, or other person
entitled  to  said notice, whether before, at, or after the time stated therein,
or  his  appearance at such meeting in person or (in the case of a stockholders'
meeting)  by  proxy,  shall  be  equivalent  to  such  notice.

9.2     CORPORATE  SEAL.  The  Board  of  Directors may adopt a seal circular in
form  and  bearing  the name of the Corporation, the state of its incorporation,
and  the  word  "Seal"  which,  when  adopted,  shall constitute the seal of the
Corporation.  The  seal  may  be  used  by causing it or a facsimile of it to be
impressed,  affixed, manually reproduced, or rubber stamped with indelible ink.

     9.3     FISCAL  YEAR.  The  Board of Directors may, by resolution, adopt a
fiscal  year  for  the  Corporation.

     9.4     AMENDMENT  OF  BYLAWS.  The  provisions of these Bylaws may at any
time,  and  from time to time, be amended, supplemented or repealed by the Board
of  Directors.

     9.5     UNIFORMITY  OF INTERPRETATION AND SEVERABILITY. These Bylaws shall
be  so  interpreted and construed as to conform to the Articles of Incorporation
and  the  laws  of the State of Nevada or of any other state in which conformity
may  become  necessary  by  reason of the qualification of the Corporation to do
business in such state, and where conflict between these Bylaws, the Articles of
Incorporation  or  the  laws  of  such  a state has arisen or shall arise, these
Bylaws shall be considered to be modified to the extent, but only to the extent,
conformity  shall  require.  If  any provision hereof or the application thereof
shall  be  deemed  to  be  invalid  by  reason  of  the foregoing sentence, such
invalidity  shall  not  affect  the  validity  of  the remainder of these Bylaws
without  the invalid provision or the application thereof, and the provisions of
these  Bylaws  are  declared  to  be  severable.

     9.6     EMERGENCY  BYLAWS.  Subject  to  repeal or change by action of the
stockholders,  the  Board  of Directors may adopt emergency bylaws in accordance
with  and  pursuant  to  the  provisions  of  the  laws  of the State of Nevada.

                            SECRETARY'S CERTIFICATION

The  undersigned  Secretary  of  MERLIN  SOFTWARE  TECHNOLOGIES  INC.  (the
"Corporation")  hereby certifies that the foregoing Bylaws are the Bylaws of the
Corporation  adopted by the Board of Directors as of the 25th day of June, 1999.


By:------------------------------
     Gary  C.  Heller,  Secretary