TECHNOLOGY LICENSE AND SERVICES AGREEMENT

     This Technology  License and Services  Agreement (the  "Agreement") is made
and  entered  into  as  this  12th  day  of  February,   1999,  by  and  between
CyberConstruction  Company,  Inc., a Nevada  corporation with offices located at
5412 Pine Bay Drive, Tampa, Florida 33625 ("Cyber") and Powersoft  Technologies,
Inc.,  a Delaware  corporation  with offices  located at 1088--650  West Georgia
Street,  Vancouver  Centre,   Vancouver,   British  Columbia,   Canada  V6B  4N8
("Powersoft").

                                    RECITALS

     WHEREAS,  Cyber  has  developed,  and will  continue  to  develop,  certain
software applications,  methods,  operating procedures,  Internet infrastructure
design, and Internet site template development (collectively,  the "Technology")
as more fully described in Exhibit A, attached hereto and made a part hereof;

     WHEREAS,  Powersoft  desires to license the  Technology in order to provide
certain services to its customers related to Internet site design and support;

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
and covenants contained herein, and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

SECTION 1. OBLIGATIONS OF CYBER, GRANT OF LICENSE.

     1.1  Technology  License.  Cyber hereby grants to Powersoft,  and Powersoft
          accepts,  subject to the terms and conditions set forth herein and the
          transfer and  perfection  by  Powersoft  to Cyber of certain  value as
          described  below,  an  exclusive  (except  as to Cyber and any and all
          affiliated  companies  including   CyberConstruction   Hong  Kong  and
          CyberConstruction  China),  nontransferable license to use and execute
          the  Technology  in order to  support,  build,  maintain  and  develop
          Internet  sites for its  customers  throughout  Hong  Kong,  Malaysia,
          Indonesia,  Philippines, Taiwan, Korea, Australia, Now Zealand, Japan,
          Vietnam,  and  Thailand.   Additionally,   Cyber  grants  Powersoft  a
          nonexclusive,   nontransferable   license  to  use  and   execute  the
          Technology in order to support,  build,  maintain and develop Internet
          sites for its customers worldwide.

     1.2  Future Technology.  During the term of this Agreement, Cyber will also
          grant to Powersoft,  under the same terms and conditions  described in
          Paragraph 1.1 above,  licenses to future Technology developed by Cyber
          in consideration for the value described below.


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     1.3  Services. Cyber agrees that during the term of this Agreement,  Cyber,
          will perform a variety of services described within this paragraph 1.3
          (the  'Services'),  Cyber will assist  Powersoft  in  identifying  and
          evaluating  third party  technologies and software  applications  that
          Powersoft   can  license  and  or  acquire  under  similar  terms  and
          conditions  contained  herein.  Furthermore,  Cyber  will also  assist
          Powersoft in  identifying  certain  technology  companies  that may be
          acquired by or merged into Powersoft and where appropriate,  determine
          a fair market  valuation  as a basis for such  acquisition  or merger.
          Cyber will also assist Powersoft in the identification and recruitment
          of executive management.

     1.4  Year 2000 Compliant. Cyber agrees that any and all Technology licensed
          and  transferred to Powersoft  pursuant to this Agreement will be Year
          2000   complaint.   Year  2000  complaint   means  that  the  licensed
          Technology,  when  used  according  to  its  operating  specifications
          described in Exhibit A,  attached  hereto,  will operate in accordance
          with the  contractual  terms of this  Agreement  both before and after
          December 31, 1999 (a) by correctly calculating,  comparing, sequencing
          and  accepting  dates  from,  into,  and  between  the  20th  and 21st
          centuries  and managing and  manipulating  data  involving  such dates
          (including  same century and  multi-century  formulae and leap years);
          (b) without  causing the programs to abnormally  end processing on any
          date; and (c) without generating values resulting from such dates with
          at  least  the same  level of  functionality  as  would  otherwise  be
          provided in the absence of the Year 2000 date change.

SECTION 2. PAYMENT.

     2.1  Payment.  In consideration of the Technologies and Services  described
          in Section 1 above  provided by Cyber,  Powersoft  agrees to grant and
          transfer  to Cyber,  its  preferred  shares  with a face  value of ten
          million  dollars  ($10,000,000.00),  as part of an  issuance  of up to
          fifty million  ($50,000,000.00) of preferred shares. Powersoft intends
          to  utilize  this  issuance  of its  preferred  stock to both  license
          technology  and/or  acquire  technology  companies  within  the United
          States in order to meet the growing  demand  within Asia for access to
          such technologies.

     2.2  Registration.  Powersoft  agrees,  that  upon  the  sooner  of (i) the
          licensing or acquisition of  technologies  or companies  utilizing the
          fifty million  ($50,000,000,00) of the above described issuance of its
          preferred equity as its transaction  currency;  or (ii) the expiration
          of twenty-four  months from the date first mentioned above;  Powersoft
          will endeavor to meet the listing  requirements  of the NASDAQ for the
          registration of said preferred equity. Upon the successful  completion
          of said  registration,  Powersoft  will use its best efforts to ensure
          that Cyber's portion of Powersoft's  preferred  equity will be held by
          Cyber without restriction.



                                                                 F.H.C.   C.R.B.
<PAGE>


SECTION 3. REPRESENTATION AND WARRANTIES OF CYBER.

     Cyber makes the following representation and warranty to Powersoft which is
true and  correct  as of the date  hereof  and  shall  remain  true and  correct
throughout the term of this  Agreement,  Cyber  represents and warrants that the
Technology  does not  infringe or violate any  patent,  copyrights,  trademarks,
trade secrets or other proprietary rights of any third party.

SECTION 4. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

     4.1  Exclusion of Warranties.  EXCEPT AS OTHERWISE SET FORTH HEREIN,  CYBER
          MAKES  NO  REPRESENTATIONS  OR  WARRANTIES  OF ANY  KIND,  EXPRESS  OR
          IMPLIED,  AND CYBER GIVES NO IMPLIED  WARRANTY OF  MERCHANTABILITY  OR
          FITNESS FOR ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY
          USAGE OR TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

     4.2  Exclusion of Consequential  Damages.  IN NO EVENT SHALL CYBER HAVE ANY
          LIABILITY OR  RESPONSIBILITY  FOR ANY SPECIAL,  INDIRECT,  INCIDENTAL,
          CONSEQUENTIAL  OR EXEMPLARY  DAMAGES,  ARISING OUT OF OR IN CONNECTION
          WITH  THIS  AGREEMENT,  THE  TRANSACTIONS   CONTEMPLATED  HEREBY,  THE
          TECHNOLOGY, THE USE OF THE SERVICES BY POWERSOFT AND/OR THE USE OF THE
          TECHNOLOGY  BY  POWERSOFT,  EVEN IF  POWERSOFT  HAS BEEN ADVISED OF OR
          KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION 5.  REPRESENTATION AND WARRANTIES OF POWERSOFT.

     Powersoft makes the following representation and warranty to Cyber which is
true and correct throughout the term of this Agreement. Powersoft represents and
warrants that Powersoft has all right, title,  interest, and authority to effect
the transfer of the Preferred Equity,  described in Section 2 above, and it will
take all reasonable and necessary  measures to perfect  Cyber's  interest in the
same.

SECTION 6. TERM AND TERMINATION.

     6.1  Term.  The term of this Agreement  shall continue until  terminated by
          either party for cause as described below in Paragraph 6.2 below or by
          mutual consent of both parties.  This Agreement may be terminated with
          the mutual  written  consent of both parties  hereto,  under terms and
          conditions agreeable to both parties.



                                                                 F.H.C.   C.R.B.
<PAGE>


     6.2  Termination.  Either party may  terminate  this  Agreement  should the
          other party  breach any  provision of this  Agreement  sixty (60) days
          after providing  written notice of such breach, if such breach has not
          been cured within said sixty (60) day period.

     6.3  Effects of  Termination.  In the event of  termination  for failure of
          Powersoft to meet any of its obligations described in Section 2 above,
          Powersoft  shall be  liable to Cyber for the  reasonable  payment  for
          services  rendered and shall be required to return all  Technology  to
          Cyber  on  the  date  of  termination,  or as  soon  thereafter  as is
          commercially   reasonable.   Powersoft   shall  return  to  Cyber  all
          originals,  copies and  digital  files and  copies of all  Technology,
          provided that if any Technology has become  integrated into any active
          Internet sites of customers of Powersoft, Powersoft will pay Cyber any
          fees it has collected from such customers.

     6.4  Survival of Certain Provisions. The following provisions shall survive
          the  expiration  or  termination  at this  Agreement  for any  reason:
          2,3,4,5,7, 8 & 9.

SECTION 7. INDEMNIFICATION.

     7.1  Indemnification  by Cyber.  Cyber will at all times defend,  indemnify
          and hold harmless Powersoft and its officers, directors, shareholders,
          successors  and  assigns  (collectively,  the  "Powersoft  Indemnified
          Parties")  from  and  against,  and pay and  reimburse  the  Powersoft
          Indemnified Parties for, any and all liabilities, obligations, claims,
          suits,  losses,  damages,  costs  or  expenses  (including  reasonable
          attorneys'  fees)  incurred  in  connection  with,   arising  out  of,
          resulting from, or relating to the Technology or any representation or
          warranty  by Cyber  contained  herein  being  untrue  in any  material
          respect,  or any act or omission on the part of Cyber,  its employees,
          or  agents in the  performance  of its  obligations  set forth in this
          Agreement.

     7.2  Indemnification  by  Powersoft.  Powersoft  will at all times  defend,
          indemnify  and  hold  harmless  Cyber  and  its  officers,  directors,
          shareholders,   successors  and  assigns   (collectively,   the  Cyber
          Indemnified Parties') from and against and pay and reimburse the Cyber
          Indemnified Parties for, any and all liabilities, obligations, claims,
          suits,  losses,  damages,  costs  or  expenses  (including  reasonable
          attorneys'  fees),  incurred  in  connection  with,  arising  out  of,
          resulting from, or relating to the Services,  or any representation or
          warranty by  Powersoft  contained  herein being untrue in any material
          respect,  or any  act  or  omission  on  the  part  of  Powersoft  its
          employees,  or agents in the  performance of its obligations set forth
          in this Agreement.



                                                                 F.H.C.   C.R.B.
<PAGE>



SECTION 8. CONFIDENTIALITY.

     Either  party  may,  during  the  term of this  Agreement  have  access  to
materials,  data,  systems,  business  plans  and other  information  of or with
respect to Cyber or  Powersoft,  as  applicable,  which may not be accessible or
known to the general  public.  Such  information  and any knowledge  acquired by
Cyber or Powersoft as applicable,  from such materials,  data, systems, business
plans or other information,  or otherwise acquired,  throughout the term of this
Agreement  shall be  covered  by this  CONFIDENTIALITY  SECTION.  Both Cyber and
Powersoft agree not to use any confidential or proprietary  information obtained
from the other for any purposes other then the performance of this Agreement.

SECTION 9. GENERAL.

     9.1  Relationship  of the  Parties.  Cyber and  Powersoft  are  independent
          contractors  under  this  Agreement,   and  nothing  herein  shall  be
          construed   to  create  a   partnership,   joint   venture  or  agency
          relationship  between  Cyber  and  Powersoft.  Neither  party  has any
          authority to enter into  agreements of any kind on behalf of the other
          party.

     9.2  Force  Majeure.  Neither  part  will be  liable  to the  other for any
          failure or delay of performance or other  consequence  which is due to
          (i) any act of God, act of government, war, civil disturbance or other
          cause beyond their reasonable control and power to remedy; or (ii) any
          strike,  or other labor dispute,  scarcity of supplies or utilities or
          unavailability or disruption of transportation.

     9.3  Assignment, Binding Effect. Neither party may assign this Agreement or
          any of its rights or delegate any of its duties  under this  Agreement
          without the prior  written  consent of the other party.  Any purported
          assignment which is inconsistent  with the foregoing shall be null and
          void.

     9.4  Governing Law. This  Agreement  shall be governed by, and construed in
          accordance  with,  the laws of the  State of  Florida  without  giving
          effect to any principles of conflict of laws.

     9.5  Waiver.  No waiver of any breach of any  provision  of this  Agreement
          shall  constitute  a waiver of any  prior,  concurrent  or  subsequent
          breach of the same or any other provisions hereof, and no waiver shall
          be  effective  unless  made in  writing  and  signed by an  authorized
          representative of the waiving party.

     9.6  Notices.  Any notices or other communication  required or permitted to
          be given  hereunder shall be given in writing and delivered in person,
          sent by facsimile,  mailed or delivered by recognized courier service,




                                                                 F.H.C.   C.R.B.


<PAGE>


          properly  addressed  and stamped  with the required  postage,  to each
          parties  President at its address  specified as it first appears above
          and shall be deemed effective upon receipt. Either party may from time
          to time  change its  address by giving the other  party  notice of the
          change in accordance with this section.

     9.7  Severability.  In the event any provision of this Agreement  shall for
          any  reason be held to be  invalid,  illegal or  unenforceable  in any
          respect,  the  remaining  provisions  shall  remain in full  force and
          effect.

     9.8  Counterparts. This Agreement may be executed in multiple counterparts,
          each of which  shall be  deemed  to be an  original,  but all of which
          together shall constitute one and same instrument

     9.9  Survivability.  This  Agreement  shall  survive  any and all  mergers,
          acquisitions  (of  or  by  either  party),   corporate  restructuring,
          corporate  reorganizations of either party to this Agreement,  and the
          benefits and  responsibilities  of both  parties  shall inure to their
          successors and/or permitted assigns.

     9.10 Entire Agreement.  This Agreement contains the entire understanding of
          the  parties  hereto  with  respect to the  transactions  and  matters
          contemplated   hereby,   supersedes   all   previous   agreements   or
          understandings  between  Cyber and  Powersoft  concerning  the subject
          matter  hereof,  and cannot be amended  except by a writing  signed by
          both   parties.   No  party  hereto  has  relied  on  any   statement,
          representation or promise of any other party or of any officer, agent,
          employee or attorney for the other party in executing  this  Agreement
          except as expressly stated herein.

     9.11 No Third Party Beneficiaries. Nothing in this Agreement is intended or
          shall be construed to give any person,  other then the parties hereto,
          any legal or equitable  right,  remedy or claim under or in respect of
          this Agreement or any provision contained herein.



                                                                 F.H.C.   C.R.B.



<PAGE>

     IN WITNESS  WHEREOF,  the parties  have duly  executed and  delivered  this
Agreement as of the date first above written.

CyberConstruction Company, Inc.

By: /s/ Charles R. Brink
   --------------------------------------
Name: Charles R. Brink

Title: President



Powersoft Technologies, Inc.

By: /s/ Fai H. Chan
   --------------------------------------
Name: Fai H. Chan

Title: CEO