0001085037-02-000198 Sample Contracts

THIS AGREEMENT is made effective as of the 28th day of September, 2001. BETWEEN:
Services Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • British Columbia

MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a company incorporated under the laws of the State of Nevada, of Suite 200/201 - 4199 Lougheed Highway, Burnaby, British Columbia, Canada

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MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. Suite 200/201 - 4199 Lougheed Highway Burnaby, British Columbia, Canada V5C 3Y6
Employment Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software

We are pleased to offer you the position of investor relations facilitator with Merlin Software Technologies International, Inc. (the "Company"). This letter (the "Letter Agreement") sets out the terms and conditions upon which the Company is prepared to employ you. Your execution of this Letter Agreement constitutes you acceptance of the following terms and conditions:

Merlin Software Technologies International, Inc. Central Place 4370 Dominion Street, 3rd Floor Burnaby, British Columbia Canada V5G 4L7 Attention: Robert Heller, Chief Executive Officer Transmitted by e-mail Dear Sirs:
Financial Advisory Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York

This letter agreement (the "Agreement") will confirm the understanding and agreement between Marco Polo Securities Inc. ("Marco Polo") and Merlin Software Technologies International, Inc. ("Merlin" or the" Company") as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • British Columbia

MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a company incorporated pursuant to the laws of the State of Nevada, of 4199 Lougheed Highway, Suites 200 and 201, Burnaby, British Columbia, Canada

MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • British Columbia

WHEREAS Merlin is principally engaged in the business of developing, marketing and distributing software and hardware products and providing information technology services;

Contract
Services Agreements • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Nevada

THIS AGREEMENT is dated for reference the 4th day of January, 2002 between MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a company incorporated pursuant to the laws of the State of Nevada and doing business as Merlin Technologies, of Central Place, 4370 Dominion Street, 3rd Floor, Burnaby, British Columbia, Canada V5G 4L7 (the "Company") and THE NOSTAS GROUP, of 3500 Parfet Street, Wheat Ridge, Colorado 80033, USA (the "Contractor").

Contract
Securities Offering Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • British Columbia

THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. Suite 200/201 - 4199 Lougheed Highway Burnaby, British Columbia, Canada V5C 3Y6
Employment Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software

We are pleased to offer you the position of investor relations facilitator with Merlin Software Technologies International, Inc. (the "Company"). This letter (the "Letter Agreement") sets out the terms and conditions upon which the Company is prepared to employ you. Your execution of this Letter Agreement constitutes your acceptance of the following terms and conditions:

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