THIS AGREEMENT MADE as of the 18th day of January, 1999

BETWEEN:

         POWERSOFT TECHNOLOGIES, INC.
         1088-650 West Georgia Street
         P.O. Box 11586
         Vancouver, B.C.
         Canada V6B 4N8

         (hereinafter called the "Vendor")

         AND

         SAR TRADING LIMITED.
         10th Floor, Lippo Protective Tower
         231-235 Gloucester Road
         Wanchai, Hong Kong

         (hereinafter called the "Purchaser")

WHEREAS:

A.   The Vendor is beneficial owner of:

     a total 100% of common shares  (hereafter  called the "VHKP Shares") in the
     capital stock of Vancouver Hong Kong Properties Limited;

     a total 100%  common  shares  (hereafter  called the "HFCA  Shares") in the
     capital stock of Heng Fai China & Asia Industries Limited;

     a total 100%  common  shares  (hereafter  called the "HFCI  Shares") in the
     capital stock of Heng Fai China Industries Limited;

     a total 100% common  shares  (hereafter  called the "HFCIA  Shares") in the
     capital stock of Heng Fai China Industries Acquisition Limited;

     a total 100%  common  shares  (hereafter  called the "HFM  Shares")  in the
     capital stock of Heng Fai Management Inc.;

     a total 100%  common  shares  (hereafter  called the "WCC  Shares")  in the
     capital stock of Worldwide Container Company Limited;

     a total 100%  common  shares  (hereafter  called the "GHK  Shares")  in the
     capital stock of Greatly Hong Kong Limited;

B.   The  Vendor is  desirous  of  selling  and the  Purchaser  Is  desirous  of
     purchasing the 100% of VHKP,  HFCA, HFCI,  HFCIA,  HFM, WCC & GHK Shares on
     the terms and conditions hereinafter set out.



<PAGE>


NOW THEREFORE THIS AGREEMENT WITNESSTH that in consideration of the premises and
the mutual  conversant  and agreement  hereafter  contained,  the parties hereto
agree as follows:


1.   The Vendor shall and do hereby sell 100% of the VHKP,  HFCA,  HFCI,  HFCIA,
     HFM,  WCC & GHK  Shares  to the  Purchaser.  For the  consideration  of the
     purchaser assuming US$4.838 million liability from the Vendor  subsidiaries
     namely VHKP, HFCA, HFCI, HFCIA, HFM, WCC & GHK.

     The Vendor  hereby agree to issue a two notes  payable to the Purchaser for
     Total US$4.838 million.

     (a)  Note I - US$1  million to be  converted  into share at $0,05 per share
          immediately.

     (b)  Note II - US$3.838  million - The Note will be  non-interest,  bearing
          and the  Note can be  convertible  into  the  Vendor  Share at 15 days
          trading  average price at the option of the Vendor by giving 7 trading
          days notice in writing to the purchaser.  The Note can be converted at
          a minimum of $250,000 each conversion.

2.   The Vendor undertakes to the purchaser at the time of closing the liability
     will not exceed US$4.838 million.

3.   The Vendor  covenants,  represents  and  warrants  that they hold the VHKP,
     HFCA,  HFCI,  HFCIA,  HFM,  WCC & GHK  Shares  free and clear of any liens,
     charges or  encumbrances,  have full power and  authority  to transfer  the
     VHKP, HFCA, HFCIA, HFM, WCC & GHK Shares to the Purchaser.

4.   Upon the  execution  for this  Agreement  the  Vendor  will  deliver in the
     Purchaser's  name the  VHKP,  HFCA,  HFCIA,  HFM,  WCC & GHK  Shares to the
     Purchaser and the Vendor will properly register the Purchaser's name in the
     shareholder's register.

5.   The vendor agrees to deliver the VHKP, HFCA, HFCI, HFM, WCC & GHK Shares in
     the name of the Purchaser upon the effected payment by the "Note".

6.   Each  party  shall  bear  its  own  legal  and  other  costs,   fees,   and
     disbursements  arising  out  of  or  incidental  to  the  negotiation,  the
     preparation  and completion of this  Agreement,  and the stamp and transfer
     duty  payable in respect of the sale and  purchase of the Shares Sale shall
     be borne by the Purchaser.

7.   This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties hereto, and their respective heirs, administrators,  successors and
     assigns.

8.   This agreement is governed by and shall be construed in accordance with the
     laws of Hong Kong, and the parties hereto hereby submit to the jurisdiction
     of the Courts of Hong Kong in connection herewith but this Agreement may be
     enforced in any court of competent jurisdiction.

9.   This  agreement is also subject to all necessary  regulatory  compliance in
     the U.S.A. Governing a reporting company.



<PAGE>



IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the day
and year first above written.

SIGNED, SEALED AND DELIVERED BY
POWERSOFT TECHNOLOGIES, INC.
In the presence of:


Robert H. Trapp
-------------------------------------
Name

1088-650 West                              /s/ Robert H. Trapp
-------------------------------------      -------------------------------------
Address                                    POWERSOFT TECHNOLOGIES, INC.

Georgia St. Vancouver, BC
-------------------------------------

SIGNED, SEALED AND DELIVERED BY
SAR TRADING LIMITED
In the presence of:


Ng Hin Chau
-------------------------------------
Name

10th Floor, Lippo Protective             /s/ Ng Hin Chau
-------------------------------------    ---------------------------------------
Address                                  SAR TRADING LIMITED

Tower, 231-235 Gloucester Road
Wanchai, Hong Kong
-------------------------------------