ex10.htm


    Ref:
Development Team Leader     Caijun
Sun    Per/ M. L. Valentine

    


    


    


    


    Memorandum
of Understanding

    Joint-Venture
Agreement

    Between
FEMATA.com and ipowerUpSoftware, LLC

    


    


    SUB-LICENSE
AND DISTRIBUTION AGREEMENT

    


    THIS SUB-LICENSE
AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into
effective as of the 30 th day of APRIL, 2007 (the “Effective Date”) by and
between FEMATA.com a Tanzanian company (“FEMATA.com”) and ipowerUpSoftware, LLC,
a Florida limited liability company (“ipowerUpSoftware, LLC”). And any and all
addendum hereby attached.


    


    RECITALS

    


    WHEREAS,
FEMATA.com is in the worldwide business of mining, manufacturing, producing and
distributing natural commodity resources (ie. Gold, Diamonds, Cotton, Timber,
etc.). While promulgating Union
membership, Union products and Union solidarity.

    


    WHEREAS,   ipowerUpSoftware,
LLC is in the business of sub-licensing Star Link Investments, Inc's Application
Server Provider (“ASP”) (a hereinafter further defined) concurrent license
software (a hereinafter defined), and has been further authorized by Star Link
Investments, Inc (a hereinafter defined) to customize the Star Link Investments,
Inc software for the benefit of network marketing purposes and FEMATA.com’s stated
purposes as provided by such rights being conferred herein. ipowerUpSoftware,
LLC shall be supporting Union business network marketing and distribution
services to miners and owners of internet communities and manufacturer’s
products thru multi-level marketing e-commerce and the further
mirror Sub-Licensing (a
hereinafter defined) of Star Link Investments, Inc’s internet interface
technology software for the benefit of distributors of FEMATA.com
worldwide.

    


    WHEREAS,
FEMATA.com desires to Sub-License said software from ipowerUpSoftware, LLC
and to have the software
customized, implemented and managed by
ipowerUpSoftware, LLC, which said software will track the activity
of the Network Distributors (as hereinafter defined) enrolling and facilitating
the purchasing of certain mining, manufacturing, producing and distributing
natural commodity resources (ie. Gold, Diamonds, Cotton, Timber, etc.) of
FEMATA.com.

    


    WHEREAS,
Furthermore, ipowerUpSoftware, LLC desires to deploy said
Sub-License  ASP software by providing general network marketing
oversight and coordinated internet site development with FEMATA.com’s
management, and additionally provide back office software interface
services to FEMATA.com’s office and fulfillment center, as further provided and
under the terms and conditions of this Agreement.

    


    NOW,
THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, and for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby conclusively acknowledged, the parties,
intending to be legally bound hereby, expressly agree as follows:

    


    


    1.           Recitals.  The
foregoing recitals are true and correct and are hereby incorporated into this
Agreement by this reference as though set forth herein at length.

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    


    2.           Definitions.  In addition to
the terms defined elsewhere in this Agreement, the following terms have the
meanings indicated herein below, which meanings shall be equally applicable to
both the singular and the plural forms of such terms:

    


    a)           Affiliates. The term “Affiliates” shall
mean and refer to a Person, and/or Corporation which is directly or indirectly
owned or controlled by a party hereto, or which owns or controls such party, or
which is in common control with such party.  The term “control” shall
mean the possession, directly or indirectly, through the ownership of
securities, by contract, arrangement, understanding, relationship or otherwise,
of the power to direct or cause the direction of management and policies of a
Person and/or Corporation.

    


    b)           Agreement. The term “Agreement” shall
mean and refer to this Sub-License and Distribution Agreement, as the same, may
from time to time be modified, amended, replaced, supplemented or extended, and
including any and   all exhibits and schedules amendments
hereto.

    


    c)           ASP.  The term ASP
shall mean and refer to an Application Server Provider (ASP) system to manage internet
commerce thru concurrent sub-licensing interfaces, for the benefit of miners,
vendors, customers, visitors, manufacturers and network marketing participants
and  their distributors and to
track e- commerce technology thru proprietary internet source code
licensed to ipowerUpSoftware, LLC (from Star Link Investments, Inc) and hereby
Sub-Licensed to
FEMATA.com by ipowerUpSoftware, LLC thru its marketing and licensing agreement
with Star Link Investments, Inc, to further Sub-License and Mirror Sub-License
the system to Network Distributors, while promoting, deploying,
and protecting the proprietary heavy logic source code and licensing rights of
Star Link Investments, Inc.

    


    d)           Commitment
Period.  The term
“Commitment Period” shall mean and refer to the period commencing on the
Effective Date hereof and terminating on the ninety-ninth (99th) year
anniversary of such Effective Date, unless otherwise extended by the mutual
agreement of the Joint-Venture parties.

    


    e)           Confidential
Information.  The term
“Confidential Information” shall mean and refer to any and all specifications,
samples, procedures, financial statements, technical information, lists of
customers or potential customers or other proprietary business information or
data, whether written or oral, tangible or intangible, that are disclosed,
revealed or learned through or in connection with the business negotiations,
dealings and business affairs contemplated herein between the parties
hereto.

    


    f)           Concurrent
Software.  The term
“Concurrent Software” shall mean and refer to the Software (as defined
below) where all users/Persons are Sub-Licensed or Mirrored Sub-Licensed
users of such Software, who shall access such Software thru remote access via
the internet. Each user shall access such Concurrent Software at the
ipowerUpSoftware, LLC ASP server using such user’s assigned VPN access code.
Furthermore, each such user,
including the miners, vendors, customers, visitors, manufacture or their
Affiliates accessing the system,
shall be Sub-Licensed after their login to the server and while inside the
server system. Upon exiting (logout) the server system, each such user
simultaneously egress’s the ipowerUpSoftware, LLC sub-licensing interface, and
thereafter shall no longer be considered Sub-Licensed.  This system of
Sub-Licensing and Mirror Sub-Licensing allows ipowerUpSoftware,
LLC control of the database source code at all times, and further provides data
and information security to all users and Persons using the system.

    


    g)           License. The term “License” shall
mean and refer to the Sub-License and Mirrored Sub-License rights, both of
which are the
extension of the Concurrent Software license rights granted and delegated to
ipowerUpSoftware, LLC by Star Link Investments, Inc, for the purposes of
sub-licensing Star Link Investments, Inc’s technology for the benefit of FEMATA.com and its
Affiliates. Furthermore, in connection therewith, all parties hereto agree that
said Concurrent Software is an ASP software and is proprietary protected source code
software which can only be run, accessed and administered by an
ipowerUpSoftware, LLC site administrator on servers approved by
ipowerUpSoftware, LLC.

    


    h)           License
Fee.  The term “License
Fee” shall mean and refer to the $777,000.00 fee waived by ipowerUpSoftware, LLC
on behave of the Join-Venture Agreement with FEMATA.com in consideration for
fifty percent (50%) of the net profits produced by all revenue sources generated
by the internet sites and/or personal private placement of Loans,
Joint-Ventures, vendors, or equipment leases. Thus allowing ipowerUpSoftware,
LLC to customize the Concurrent Software as further provided in Section 6 herein
below.

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    


    i)           Internet
Site.  The term
“Internet Site” shall mean and refer to the site owned by the Joint-Venture
between ipowerUpSoftware, LLC and FEMATA.com.  Where-in members will
be directed to purchase, enroll, and access the applicable information regarding
the Network and the Products being sold and distributed thereby.

    


    j)           Sub-License.  The
term “Sub-License” shall mean and refer to the type of license that has been
granted to the Network Distributors, FEMATA.com and its Affiliates thru the
extension of the Concurrent Software sub-licensing rights conferred to
FEMATA.com and ipowerUpSoftware, LLC under the rights received from and
conferred by Star Link Investments, Inc, for the benefit of both parties and the multi-tiered
distribution system of Mirrored Sub-Licensed
users.

    


    k)           Star Link
Investments, Inc.
The term “Star Link Investments, Inc” shall mean and refer to Star Link
Investments, Inc., a Florida corporation, which is authorized to transact
business in the State of Florida, in which the Board of Directors have
authorized the President of the said corporation to accept this Joint-Venture
Agreement.

    


    l)           ipowerUpSoftware,
LLC.
  The term “ipowerUpSoftware, LLC” shall mean and refer to
ipowerUpSoftware, LLC , a Florida limited liability company, licensed and
empowered to deploy the ASP software,  at arms -length, on
behalf of ipowerUpSoftware, Inc; furthermore to setup and deploy concurrent
Sub-Licenses and Mirrored Sub-Licenses
for the benefit of internet site/s. Additionally, the parties hereby acknowledge
and agree that  ipowerUpSoftware, LLC shall hereinafter be recognized
and deemed as the Concurrent Software license fulfillment provider to the
Joint-Venture and as such shall designate the name and  be known as
ipowerFEMATA.com on the FEMATA.com membership site.

    


     m)           Manufacturer. The term “Manufacturer”
shall mean and refer to FEMATA.com and ipowerUpSoftware, LLC, and any and all
Affiliates and/or vendors of said internet site/s.

     

    n)            Mirrored
Sub-License.   The term
“Mirrored Sub-License” shall mean and refer to all users and/or Network Union
Distributors who are independent miners and distributors of FEMATA.com and/or
members of its site.  ipowerFEMATA.com has a Sub-License which it
mirrors to all members of the site, which members shall thereafter have a
Mirrored Sub-License to access such content and information as may be necessary
to carry on their business.

    


    o)           Network. The term “Network” shall
mean and refer to the association of owners (sub-licensee), Network Union
Distributors (mirrored
sub-licensee’s), Banking Systems with debit card fulfillment providers, users,
mining, vendors, visitors, online internet-auction site/s,
distribution  centers. Coded access levels for personal banking, code
entry systems to increase SSL Security. Some users, venders or others, may be
required to pay for extended service,  and other parties may or may
not be required to pay,  the
applicable Subscription Fee to access the server system and use concurrent
Sub-Licenses or
Mirrored Sub-Licenses  provided by
ipowerUpSoftware, LLC to ipowerFEMATA.com for use
at the FEMATA.com site may be waved buy ipowerFEMATA.com for the benefit of all
parties for a percent of the gross sale of the vendor’s or miners profit; thus
allowing such parties to market and sell any of the Mining products that shall
be made available for sale or distribution by ipowerFEMATA.com, the commercial
Joint-Venture partnership.

    


    p)           Network
Distributors.  The term “Network Distributors” shall mean and
refer to any and all distributors (miners, vendors, customers) who have an
active account and Virtual Private Network (VPN) access code to their internet
personal site, including all legal activities with both active (in good
standing) and unpaid (pending) or unpaid order (customer), guest (random
potential customers who have no access code) users and other parties that become
members of such internet site network thru related
links and other third parties.

    


    q)           Person.  The
term “Person” shall mean and refer to any individual, partnership,
Joint-Venture, proprietorship, corporation, Limited Liability Company,
unincorporated association, Trust, estate or any other type of legal
entity.

    


    r)           FEMATA.  The term “FEMATA”
shall mean and refer to FEMATA.com, the Management and Union Distributors and
where applicable ipowerFEMATA.com, and any Affiliates of such
company/s,

    


    s)           Products. The term “Products” shall
mean and refer to any and all products and or services, including but not
limited to: community networking, e-commerce auctions, mining equipment,
nutritional and health supplements, all things, manufactured, developed and/or
distributed by the Manufacturer at any time during the Commitment Period.

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

    

    


    t)           Software. The term “Software” shall
mean and refer to that certain business community network marketing and
distribution management software customized  and supported by
ipowerUpSoftware, LLC’s site administrators specifically for network e-commerce, and
the formation of new Joint-Venture mining or marketing companies, as more
particularly described in Section 3 herein below.

    


    u)           Software
Provider. The
term “Software Provider” shall mean and refer to ipowerUpSoftware, LLC, which
both parties hereto hereby acknowledge and agree, is the entity that is the sole
provider of the Sub-License Internet Software to FEMATA.com, and the Mirrored
Sub-License’s granted to the Network Distributors with-in the FEMATA.com
community, including ipowerFEMATA.com. All licensing rights to the ASP
Concurrent Software system are owned buy Star Link Investments, Inc and are
granted thru its agreement/s with ipowerUpSoftware, Inc, its holding subsidiary,
who in turn licenses it through limited liability agreements with
ipowerUpSoftware, LLC, which in turn licenses it to other customers, such as
ipowerFEMATA.com. This structure of licensing protects both parties against
legal challenges on an International scale.

    


    v)           Sub-License.  The
term “Sub-License” shall mean and refer to the sub-licensing rights
granted to ipowerFEMATA.com by ipowerUpSoftware, LLC, under the authority and
rights granted to ipowerUpSoftware, LLC by ipowerUpSoftware, Inc for the benefit of
FEMATA.com and its Joint-Venture multi-tiered system of Network Mining
Distributors with ipowerFEMATA.com.

    


    w)           Technologies
and Developments.
The term “Technologies and Developments” shall mean and refer to any and all
patents, trade secrets, technologies, systems, processes, procedures, research,
products and developments that a party now has, ever has had or may develop,
invent or acquire during the Commitment Period, which pertain to, deal with or
relate in any way to any product or service of such party, or otherwise in
connection such party’s business and/or operations.

    


    x)           Trademarks.  The term
“Trademarks” shall mean and refer to any and all trademarks, trade names,
service marks, copyrights, labels, logos, designs and any other marks owned by a
party as of the Effective Date or at any time thereafter, which relate to or are
used in connection with the sale, lease, service, production, distribution,
promotion, advertising or marketing of any product or service of such party, or
otherwise in connection such party’s business and/or
operations.


    


    3.           Customization
of Software.  ipowerUpSoftware, LLC, hereby agrees to
customize, program, configure, install and integrate the Concurrent Software
sub-licensing software for ipowerFEMATA.com the Joint-venture arm of FEMATA.com,
to specifically, effectively and efficiently function and operate as a online internet
marketing and distribution management program, to the reasonable satisfaction of
ipowerFEMATA.com (collectively and including the definition provided in Section
2(r) above, hereinafter referred to as the “Software”), such that the Software
shall provide the Joint-Venture with, among other things, the ability to (a)
setup and manage any and all Network Distributors and (b) calculate, track and
reconcile the accounts, sales, receipts, referrals, membership recruitment and
commissions and, if any, company stock equity warrants. As part of the
integration of such a system, ipowerUpSoftware, LLC shall provide and be
responsible for the back-end servers, computers, hardware and any other systems
(collectively, the “ipowerUpSoftware, LLC Internet Software License Systems)
that are reasonably necessary to run and operate the Software program.
Notwithstanding the foregoing, ipowerFEMATA.com shall provide and be responsible
for any and all servers, computers, hardware and any other systems that may be
reasonably necessary to be able to use the Software from remote locations and
have a backup at a location in Broward County, Florida, under the control and
direction of ipowerUpSoftware, LLC.  

    


    4.           Sub-License
and Network Sub-License of Software.  Upon deploying the system
to the Joint-Venture ipowerFEMATA.com ipowerUpSoftware, LLC shall and does
hereby expressly and conclusively agree to Sub- License, authorize and grant to
said Joint-Venture the right to sublicense the software.

    


    5.           Training,
Technical Service and Updates.  ipowerUpSoftware, LLC hereby
further agrees to train, instruct and assist the personnel and employees of
FEMATA.com with the initial use, application and integration of the system, as
may  be reasonably requested by FEMATA.com from time to time, to allow
FEMATA.com to effectively use and access the back office Concurrent Software
system and subsequently assist Network Distributors with online help therewith.

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    


    6.          License
Fee.    In
consideration of the deployment and customization of the Concurrent Software and
of the granting of the Sub-License thereto, ipowerUpSoftware, LLC hereby agrees
to waive for FEMATA.com said licensing fees (see section 2.h) in exchange for
consideration of fifty percent
(50%) of the net profits produced by all revenue sources generated by the
internet site/s.

    


    7.           Membership
Fees, Renewal Fees and Subscription Fees.   Each Person
desiring to become a member of the Network, and thereby a Network Distributor,
shall be required to pay to FEMATA.com the appropriate membership fee (the
“Membership Fee”) as set by FEMATA.com and its partner ipowerUpSoftware,
LLC at its sole and
absolute discretion.  Upon paying such Membership Fee, that Person
shall be an active Network Distributor for a period of one (1) year from the
date thereof.  After such initial year, and at each yearly anniversary
thereof, a Network Distributor shall be required to pay to the Joint-Venture the
appropriate renewal fee (the “Renewal Fee”) as set by the Joint-Venture, at its
sole and absolute discretion, to maintain its active status, such that each
Network Mining/Vendor Distributor must renew its membership in the Network on an
annual basis and pay the Renewal Fee in connection therewith in order to
continue to sell and distribute the Products and retain the right to access the
Software.

    


    8.           Further
Considerations.   Expressly in reliance of and as further
consideration of the mutual promises and obligations agreed to herein by the
parties, ipowerUpSoftware, LLC and the principals  of ipowerUpSoftware,
Inc, (or otherwise in control thereof), hereby acknowledge
and agree that it is the underlying intent of the principal owners to reward
Union members who contribute to the development of the ipowerFEMATA.com
membership  with opportunities to own equity/stock in and profit from
hard work within the ipowerFEMATA.com Internet Community. Said equity is a
performance bonus and is available solely at the option of ipowerUpSoftware, Inc
owners.

    


    9.           Buy-Out
Payment Agreement.   The parties further acknowledge and
agree that if FEMATA.com is sold  or
ipowerUpSoftware, LLC is sold, to any third party during the Commitment Period,
then either party shall have a first right of refusal in the event of any
sale.

    


    10.           Network
Position Placement.   The parties hereto hereby expressly
acknowledge and agree that the Network shall be structured by way of a
multi-tiered hierarchy consisting of various principals of the parties hereto
and/or Network Distributors being positioned within such hierarchy on a selected
entry basis, mutually agreed to by the parties hereto.

    


    11.           Proprietary
Rights.   The parties hereto hereby expressly acknowledge
and agree that each party shall not have any ownership interests with respect to
any of the copyrights, Technologies and Developments or to any of the
Trademarks, or any part thereof, owned by or belonging to the other
party.  Furthermore, each party (and any shareholders, directors,
managers, agents, representatives and employees thereof) shall zealously guard
and protect, for the benefit of the other party, any and all of the copyrights,
Technologies and Developments and Trademarks, or any part thereof, owned by or
belonging to the other party.

    


    a)           Notification.  Each
party hereto (for purposes of this paragraph, each a “Notifying Party”) shall
immediately bring to the attention of the other party (for purposes of this
paragraph, the “Owner”) all acts of unfair competition, infringements or any
other improper or wrongful use of any of the Technologies and, Copyrights,
Developments and the Trademarks, or any part thereof, owned by or belonging to
the Owner, that may at any time become known or brought to the attention of such
Notifying Party.

    


    b)           Indemnification. In
addition to the representations and indemnities otherwise set forth herein, each
party (for purposes of this paragraph, each an “Indemnifying Party”) hereby
represents and warrants to the other party (for purposes of this paragraph, the
“Indemnified Party”) that the Indemnifying Party is the provider of the
services, and customization of the systems, Technologies and Developments and
Trademarks claimed, represented, asserted or otherwise reasonably inferred to be
controlled by the Indemnifying Party, and that none of such the services,
systems, Customized Technologies and developments or of the Trademarks infringe
upon or violate any patent, copyright, trade secret, trademark or proprietary
information of any third party.  The Indemnifying Party expressly
indemnifies, saves and holds the Indemnified Party free and harmless from
any  and all such claims or actions arising from any breach or default
of the foregoing representation.

    


    12.           Duration.  The
Commitment Period shall remain valid and in effect for an initial period of
ninety-nine (99) years, unless sooner terminated as provided herein
below.  Furthermore, the Commitment Period may be renewed at any time
and from time to time upon the mutual written consent of ipowerUpSoftware, LLC
and FEMATA.com.  This Agreement shall remain valid and in effect until
terminated as specifically provided herein below.

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    


    
      	
              13.

            	
              Termination.

            


    

    


    a)           By ipowerUpSoftware,
LLC: ipowerUpSoftware, LLC may elect to terminate this Agreement and the
rights granted to FEMATA.com hereunder prior to the expiration of the Commitment
Period by providing written notice thereof to FEMATA.com upon the occurrence of
any one (1) of the following conditions:

    


    
      	
               
      

            	
              I.

            	
              If
      FEMATA.com et. al. shall be declared insolvent or bankrupt; if a petition
      is filed in a court of competent jurisdiction that declares FEMATA.com
      bankrupt or institutes a reorganization of FEMATA.com et. al. under
      bankruptcy law or any similar law and such petition is not dismissed
      within ninety (90) days; or if a trustee in bankruptcy or a receiver or
      similar entity is appointed for FEMATA.com et.
  al;

            


    

    


    
      	
               
      

            	
              ii.

            	
              if
      there occurs a majority change of ownership in FEMATA.com
    or;

            


    

    


    
      	
               
      

            	
              iii.

            	
              if
      FEMATA.com otherwise materially breaches this Agreement, and such breach
      is not cured within thirty (30) days after written notice of such breach
      is given to FEMATA.com.

            


    

    


    b)           By FEMATA.com:
FEMATA.com may elect to terminate this Agreement and the rights granted to it by
ipowerUpSoftware, LLC hereunder prior to the expiration of the Commitment Period
by providing written notice thereof to ipowerUpSoftware, LLC upon the occurrence
of any one (1) of the following conditions:

    


    
      	
               
      

            	
              i.

            	
              if
      ipowerUpSoftware, LLC shall be declared insolvent or bankrupt; if a
      petition is filed in a court of competent jurisdiction that declares
      ipowerUpSoftware, LLC bankrupt or institutes a reorganization of
      ipowerUpSoftware, LLC under bankruptcy law or any similar law and such
      petition is not dismissed within ninety (90) days; or if a trustee in
      bankruptcy or a receiver or similar entity is appointed for
      ipowerUpSoftware, LLC;

            


    

    


    
      	
               
      

            	
              ii.

            	
              if
      there occurs a majority change of ownership in ipowerUpSoftware, LLC.
      Or

            


    

    


    
      	
               
      

            	
              iii.

            	
              if
      ipowerUpSoftware, LLC otherwise materially breaches this Agreement, and
      such breach is not cured within thirty (30) days after written notice of
      such breach is given to ipowerUpSoftware,
LLC.

            


    

    


    c)           By Mutual
Agreement.  Additionally, this Agreement may be terminated at
any time by the mutual written agreement of ipowerUpSoftware, LLC and FEMATA.com
wherein both are electing to terminate this Agreement.

    


    d)           Survival of Representations
and Indemnifications.   In addition to the survival of
certain Sections of this Agreement as specifically provided herein, any and all
indemnifications, covenants, representations and warranties made by any of the
parties to this Agreement shall expressly and conclusively survive the
expiration of the Commitment Period and any termination of this
Agreement.

    


    
      	
              14.

            	
              Representations
      and Warranties.

            


    

    


    
      	
               
      

            	
              a)

            	
              By ipowerUpSoftware,
      LLC:

            


    

    


    
      	
               
      

            	
              i.

            	
              ipowerUpSoftware,
      LLC is a legal limited liability company duly organized, validly existing,
      and in good standing under the laws of Florida whose Managing Director is
      Kristofer Valentine.

            


    

    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              ii.

            	
              ipowerUpSoftware,
      LLC has all necessary and requisite power and full authority from any and
      all applicable legal and/or governmental authorities to enter into and
      perform its obligations under this Agreement. This Agreement constitutes
      the legal, valid and binding obligation of ipowerUpSoftware, LLC,
      enforceable against ipowerUpSoftware, LLC in accordance with the terms
      herein.

            


    

    


    
    

    
      
        	
                 
      

              	
                iii.

              	
                      
                  The
      execution and delivery of this Agreement by ipowerUpSoftware, LLC and the
      performance of all obligations of ipowerUpSoftware, LLC hereunder have
      been duly authorized and approved by the appropriate owners, shareholders,
      directors, managers, officers and/or executives of ipowerUpSoftware,
      LLC.

                

              


      

       

    

    
      	
               
      

            	
              iv.

            	
              The
      execution, delivery or performance of this Agreement by ipowerUpSoftware,
      LLC does not conflict with any provision of the articles of incorporation,
      bylaws, shareholders agreement, regulations, operating agreement and/or
      any other corporate agreement of or pertaining to ipowerUpSoftware, LLC;
      violate any order, writ, injunction or decree of any court, administrative
      agency or governmental body; or constitute a default under any contract,
      mortgage, lease or any other agreement, regulation, law or code to which
      ipowerUpSoftware, LLC is a party or by which ipowerUpSoftware, LLC
      business may be bound.

            


    

    


    
      	
               
      

            	
              v.

            	
              ipowerUpSoftware,
      LLC is the distributor of, and has all necessary right, authority and
      power to grant a Sub-License of the Concurrent Software to FEMATA.com, and
      to confer on FEMATA.com the necessary rights to grant Mirrored
      Sub-Licenses of the Concurrent Software to Network Distributors and others
      within the Network, all as set forth in this
      Agreement.  Furthermore, ipowerUpSoftware, LLC has all necessary
      rights, authority and power to setup and manage the “ipowerFEMATA.com”
      Concurrent Software Joint-Venture and to grant a Sub-License thereof in
      and to any entity so designated by its managing director, including to
      FEMATA.com as provided herein. The sub-licensing interface technologies
      and services and the Trademarks of ipowerUpSoftware, LLC and/or Star Link
      Investments, Inc are claimed, represented, asserted or reasonably inferred
      by ipowerUpSoftware, LLC, which has the right and authority to grant
      concurrent Sub-Licenses to use such Trademarks, and has not knowingly
      restricted or affected the rights granted to FEMATA.com
      hereunder.

            


    

    


    
      	
               
      

            	
              vi.

            	
              ipowerUpSoftware,
      LLC has, to the best of its knowledge, complied in all material respects
      with all laws, regulations and orders applicable to ipowerUpSoftware,
      LLC’s business, its sub-licensing interface technologies and services, the
      Concurrent Software and its Trademarks, and has, to the best of its
      knowledge, all required authorizations, licenses, sub-licenses,
      certifications and permits relating thereto. ipowerUpSoftware, LLC has not
      received and has no knowledge of any notice(s) of violations of any of the
      foregoing.

            


    

    


    
      	
               
      

            	
              vii.

            	
              There
      is not pending or, to the best of ipowerUpSoftware, LLC’s knowledge, a
      threatened civil suit, action, arbitration or legal proceeding, or
      governmental investigation, against or affecting ipowerUpSoftware, LLC,
      ipowerUpSoftware, LLC’s business, its sub-licensing interface
      technologies, the Concurrent Software or its Trademarks and/or parent
      companies.

            


    

    


    
      	
               
      

            	
              viii.

            	
              ipowerUpSoftware,
      LLC is not authorized to and shall not act in the name of FEMATA.com or
      Star Link Investments, Inc without proper
  authorization.

            


    

    


    
      	
               
      

            	
              ix.

            	
              ipowerUpSoftware,
      LLC shall have no power to bind FEMATA.com in any
  way.

            


    

    


    
      	
               
      

            	
              x.

            	
              At
      no time shall any employee of ipowerUpSoftware, LLC be deemed to be an
      employee of FEMATA.com, nor shall FEMATA.com be accountable for any and
      all acts of such employees in any
way.

            


    

    


    
      	
               
      

            	
              xi.

            	
              ipowerUpSoftware,
      LLC shall promptly notify FEMATA.com of any changes in its management
      and/or majority ownership.

            


    

    


    
      	
               
      

            	
              xii.

            	
              ipowerUpSoftware,
      LLC shall indemnify and hold harmless Star Link Investments, Inc, a
      Florida corporation, for any and all actions arising out of the
      Agreement.

            


    

    


    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    b) Star Link Investments, Inc’s licensed
said  interface technologies has been licensed to ipowerUpSoftware,
Inc who in turn has empowered and sub-licensed said ASP software to
ipowerUpSoftware, LLC, thru sub-licenses, which formed a Joint-Venture with
FEMATA.com et. al., known as ipowerFEMATA.com, for the purposes of this
Agreement, the sub-licensing interface technologies provider is
ipowerUpSoftware, LLC, and ipowerUpSoftware, LLC has the necessary licensing
authority from  ipowerUpSoftware, Inc, with the entire right to
Sub-License and deploy the Concurrent Software and has the authority to grant
Sub-Licenses and  Mirrored Sub-Licenses to use the “ipowerFEMATA.com
site”. To its knowledge, ipowerUpSoftware, LLC and its affiliates have all
complied in all material respects with all laws, regulations and orders
applicable to each such party’s respective business and the sub-licensing
interface technologies granted to ipowerUpSoftware, LLC by  ,
ipowerUpSoftware, Inc as provided hereunder, and to the best of its knowledge,
has all required authorizations, licenses, certifications and permits relating
thereto.  Star Link Investments, Inc has not received and has no
knowledge of any notice(s) of violations of any of the foregoing.

    


    


    
      	
               
      

            	
              c)

            	
              By
      FEMATA:

            


    

    


    
      	
               
      

            	
              i.

            	
              FEMATA.com
      is a legal company duly organized, validly existing, and in good standing
      under the laws of Tanzania.

            


    

    


    
      	
               
      

            	
              ii.

            	
              FEMATA.com
      has all necessary and requisite power and full authority from any and all
      applicable legal and/or governmental authorities to enter into and perform
      its obligations under this Agreement. This Agreement constitutes the
      legal, valid and binding obligation of FEMATA.com, enforceable against
      FEMATA.com in accordance with the Arbitration Terms
  herein.

            


    

    


    
      	
               
      

            	
              iii.

            	
              The
      execution and delivery of this Agreement by FEMATA.com and the performance
      of all obligations of FEMATA.com hereunder have been duly authorized and
      approved by the appropriate members, managers, officers and/or executives
      of FEMATA.com. If requested by ipowerUpSoftware, LLC, FEMATA.com hereby
      agrees to deliver to ipowerUpSoftware, LLC within one (10) days of the
      Effective Date a duly executed incumbency certificate and a certified copy
      of the appropriate corporate resolutions of FEMATA.com authorizing
      FEMATA.com to consummate the transactions contemplated
      hereunder.

            


    

    


    
      	
               
      

            	
              iv.

            	
              The
      execution, delivery or performance of this Agreement by FEMATA.com shall
      not conflict with any provision of the articles of organization,
      regulations, operating agreement and/or any other corporate agreement of
      or pertaining to FEMATA.com; violate any order, writ, injunction or decree
      of any court, administrative agency or governmental body; or constitute a
      default under any contract, mortgage, lease or any other agreement,
      regulation, law or code to which FEMATA.com is a party or by which
      FEMATA.com or FEMATA.com’s business may be
  bound.

            


    

    


    
      	
               
      

            	
              v.

            	
              FEMATA.com
      is the owner of the entire right, title, and interest in and to the
      Developments and the Trademarks that are claimed, represented, asserted or
      reasonably inferred to be owned by FEMATA.com and has the sole right and
      authority to grant licenses or any right to use the FEMATA (aka
      FEMATA.com) name and/or such Developments and the Trademarks; and has not
      knowingly granted licenses or any other rights to the name that would
      conflict with and/or the Developments or to the Trademarks to any other
      Person that would restrict or affect the rights granted to
      ipowerUpSoftware, LLC hereunder.

            


    

    


    
      	
               
      

            	
              vi.

            	
              FEMATA.com
      has, to the best of its knowledge, complied in all material respects with
      all laws, regulations and orders applicable to FEMATA.com’s business, its
      Union Activities and Developments and its Trademarks, and has, to the best
      of its knowledge, all required authorizations, licenses, certifications
      and permits relating thereto. FEMATA.com has not received and has no
      knowledge of any notice(s) of violations of any of the
      foregoing.

            


    

    


    
      	
               
      

            	
              vii.

            	
              There
      is no pending, or to the best of FEMATA.com’s knowledge, threatened suit,
      action, arbitration or legal proceeding, or governmental investigation,
      against or affecting FEMATA.com, FEMATA.com’s business, its Union
      Activities and Developments or its
Trademarks.

            


    

    


    
      	
               
      

            	
              viii.

            	
              FEMATA.com
      is not authorized to and shall not act in the name of ipowerUpSoftware,
      LLC. Or on behalf of Star Link Investments,
Inc.

            


    

    


    
      	
               
      

            	
              ix.

            	
              FEMATA.com
      shall have no power to bind ipowerUpSoftware, LLC or Star Link
      Investments, Inc. in any way.

            


    

    


    
      	
               
      

            	
              x.

            	
              At
      no time shall any employee of FEMATA.com be deemed to be an employee of
      ipowerUpSoftware, LLC, nor shall ipowerUpSoftware, LLC be accountable for
      any FEMATA.com employees in any
way.

            


    

    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              xi.

            	
              FEMATA.com
      shall promptly notify ipowerUpSoftware, LLC of any changes in its
      management and/or majority
ownership.

            


    

    


    
      	
               
      

            	
              xii.

            	
              FEMATA.com shall indemnify and
      hold harmless Star Link Investments, Inc, a Florida corporation, its
      agents, stockholders, directors, employees, consultants, representatives
      or officers, for any and all actions arising out of this Agreement from
      the beginning of time to the end of
time.

            


    

    


    
      	
               
      

            	
              c)

            	
              Survival of
      Representations and Warranties.   In addition to the
      survival of certain Sections of this Agreement as specifically provided
      herein, any and all indemnifications, covenants, representations and
      warranties made by any of the parties to this Agreement shall expressly
      and conclusively survive the expiration of the Commitment Period and any
      termination of this Agreement.

            


    

    


    
      	
              15.

            	
              Covenants.  Each
      of the parties hereto, hereby expressly and conclusively agrees not to
      make any representations or warranties whatsoever on behalf of any other
      party without their express written consent in connection with or relating
      to (i) the sub-licensing of the interface technologies; (ii) the Products
      and/or Mines; (iii) the Technologies and Developments of the other party;
      (iv) the Trademarks of the other party; (v) any other product or service
      to be provided by the other party; (vi) the management or operation of the
      business of the other party; or (vii) any other representation or warranty
      pertaining to this Agreement.

            


    

    


    
      	
              16.

            	
              Mutual
      Indemnifications.  Each of the parties hereto (for
      purposes of this paragraph, each an “Indemnification grantor”) hereby
      expressly, conclusively and irrevocably agrees to defend, indemnify, save
      and hold the other party, its agents, representatives, owners, directors,
      officers, executives and employees (collectively, the “Indemnified
      Parties”) free and harmless from and against any demand, claim, injury,
      loss, liability or expense, including attorneys’ fees (at all tribunal
      levels, and whether suit be brought or not), arising out of or in
      connection with or relating to (i) Indemnification grantor’s performance
      of the terms and conditions of this Agreement; (ii) the sub-licensing
      interface technologies; (iii) the Products; (iv) the Technologies and
      Developments of the Indemnification grantor; (v) the Trademarks of the
      Indemnification grantor; (v) the management, operation and/or business of
      the Indemnification grantor; (vi) any misrepresentation made or asserted
      by the Indemnification grantor relating to this Agreement; or (vii) any
      other wrongful or grossly negligent act committed by the Indemnification
      grantor.

            


    

    


    
      	
              17.

            	
              Confidential
      Information.  Each of the parties hereto hereby make the
      following additional representations and warranties to each other party
      concerning any Confidential Information disclosed in connection with the
      business finances, operations or affairs of each respective party, the
      overall layout system, the Concurrent Software, the Software, the Products
      or otherwise relating in any way to this
  Agreement:

            


    

    


    
      	
               
      

            	
              a)

            	
              Any
      and all Confidential Information shall remain the sole and exclusive
      property of the owner of such Confidential
  Information.

            


    

    


    
      	
               
      

            	
              b)

            	
              Each
      party to this Agreement receiving any Confidential Information of, from or
      concerning the other party agrees to hold all such Confidential
      Information in strict confidence and shall not disclose any such
      Confidential Information to any third party without the express and prior
      written consent of the owner of such Confidential
      Information.  Notwithstanding the foregoing, either party may
      disclose specific Confidential Information if compelled by a judicial or
      other governmental order and only then in strict accordance therewith,
      provided that reasonable written notice is given to the owner of the
      Confidential Information being disclosed prior to any such disclosure and
      such disclosing party shall comply with any applicable protective order or
      equivalent pertaining thereto.

            


    

    


    
      	
               
      

            	
              c)

            	
              Each
      party hereto shall take all reasonable security precautions, at least as
      great as the precautions each takes to protect its own confidential
      information, to keep confidential the Confidential Information which, in
      the course of managing and operating its business, carrying-out the terms
      and conditions of this Agreement and/or providing the products and
      services as contemplated herein, is disclosed to any owner, director,
      officer, executive, employee, agent or representative of the such
      party.  Any such Confidential Information that is to be
      disclosed to any such owner, director, officer, executive, employee, agent
      or representative shall be strictly disclosed on a “need-to-know” basis
      only.  When applicable and/or appropriate, the disclosing party
      shall execute fully binding written agreements with such owner, director,
      officer, executive, employee, agent or representative sufficient to enable
      the disclosing party to comply with all of the provisions of this
      Agreement.

            


    

    


    
      	
               
      

            	
              d)

            	
              Confidential
      Information may be disclosed, reproduced, summarized or distributed only
      if such action is authorized by the owner of such Confidential Information
      and done in pursuance of the business relationship and affairs
      contemplated hereby among the parties hereto. Each party hereto agrees to
      segregate all such Confidential Information from its own confidential
      information and that of others in order to prevent
      commingling.

            


    

    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              e)

            	
              Upon
      the expiration or termination of this Agreement, all Confidential
      Information, including any copies, duplicates, variations or other
      versions thereof, in the possession of either party shall be immediately
      and forthwith returned to the owner of such Confidential
      Information.

            


    

    


    18.           Independent
Parties.  ipowerUpSoftware, LLC and FEMATA.com shall each have
complete management and control of their own respective business and the nature,
extent and methods of conducting the same, except as provided herein. Neither
ipowerUpSoftware, LLC or FEMATA.com shall hold itself out nor permit any of its
executives, officers, employees, agents or representatives, to hold themselves
out as an executive, officer, employee, agent or representative of the other
party and shall have no right and shall not attempt to enter into any contracts
or commitments in the name of or on behalf of the other party in any respect
whatsoever.  It is expressly and conclusively agreed that at all times
in connection with this Agreement, ipowerUpSoftware, LLC and FEMATA.com shall be
acting as and deemed independent entities, contractors and parties.

    


    
      	
              19.

            	
              General.

            


    

    


    
      	
               
      

            	
              a)

            	
              Attorneys’
      Fees. If there is any action (legal or equitable, as applicable) or
      proceeding between any of the parties hereto arising from or based on this
      Agreement, it shall be arbitrated in accordance with the recitals herein
      and that each party shall pay their own legal
  fees.

            


    

    


    
      	
               
      

            	
              b)

            	
              Notices. All
      notices, elections and other communications under this Agreement shall be
      properly given only if made in writing and delivered to the address set
      forth below for the respective party: (i) by certified registered return
      receipt U.S. mail, (ii) by a major overnight courier service such as
      “FedEx” or (iii) by hand delivery.  Notices, elections and other
      communications shall be sent to the
following:

            


    

    


    


    Kristofer
Valentine, Mgr. Dir.

    ipowerUpSoftware,
LLC.

    1515 N.
Federal Highway, # 300

    Boca
Raton, Florida 33432

    Ph.
561-864-5500

    


    H. S
Limo, Chairman

    Federation
of Miners Associations of Tanzania (FEMATA)

    P. O. Box
1303

    Dar es
Salaam

    Tanzania,
Africa

    


    


    :or at
such different address as such party may designate by written notice as provided
herein. Such notices, elections and other communications shall be effective upon
the earlier of receipt or the date that delivery is first refused.

    


    
      	
               
      

            	
              c)

            	
              Governing Law and
      Jurisdiction.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of Florida, United
      States of America, without reference to its conflicts of laws
      provisions.  The parties expressly consent to extraterritorial
      service of process and that venue is proper in Broward County,
      Florida.

            


    

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              d)

            	
              Disputes.  In
      the event of any disputes arising out of or in connection with the terms
      and conditions of this Agreement, the prevailing party shall be entitled
      to receive its costs including all legal fees through all arbitration,
      trial and appellate levels.  Notwithstanding the foregoing,
      it is understood and
      agreed by the parties hereto that all disputes arising out of or in
      connection with this Agreement shall be submitted to binding arbitration
      for resolution.  If the parties are unable to agree on
      the selection of the arbitrator(s), then ipowerUpSoftware, LLC shall
      select one (1) arbitrator and FEMATA.com shall select one (1) other
      arbitrator, which selections shall take place no later than fifteen (15)
      days after a claim of arbitration is filed by any party with the American
      Arbitration Association, Miami Office (the “Filing Date”) and the two (2)
      selected arbitrators shall mutually agree on the selection of a third
      arbitrator within thirty (30) days after the Filing Date.  If
      the two (2) selected arbitrators fail to agree on the selection of a third
      arbitrator within such period of time, then the director or other
      appointed representative of the American Arbitration Association, Miami
      Office, shall select the third arbitrator. The ruling of a majority of the
      selected arbitrator(s) (hereinafter collectively referred to as the
      “Arbitrator”) shall prevail and be deemed conclusive in and as to any
      dispute arising out of or in connection with this
      Agreement.  Any decision of the Arbitrator shall be final and
      binding upon the parties hereto and enforceable in any court of competent
      jurisdiction.

            


    

    


    
      	
               
      

            	
              e)

            	
              Arbitration
      Provisions.  The following provisions shall otherwise
      apply to all arbitration proceedings initiated hereunder (a
      “Claim”):

            


    

    


    
      	
               
      

            	
              i.

            	
              Notice of
      Claim.  A party asserting a Claim (the “Claimant”) shall
      deliver written notice to each party against whom the Claim is asserted
      (collectively, the “Opposing Party”), with a copy to any other parties
      required to receive copies of such notices as set forth under this
      Agreement (the “Additional Notice Parties”), specifying the nature of the
      Claim and requesting a meeting to resolve same.  The Additional
      Notice Parties shall be given reasonable notice of and invited to and
      permitted to attend any such meeting.  If no resolution is
      reached within ten (10) business days after delivery of such notice, the
      Claimant or the Opposing Party may, within forty-five (45) days after
      giving such notice, invoke the arbitration procedure provided herein by
      delivering to each Opposing Party and the Additional Notice Parties a
      Notice of Arbitration, which shall specify the Claim as to which
      arbitration is sought, the nature of the Claim, the basis for the Claim,
      and the nature and amount of any damages or other compensation or relief
      sought.  Each party agrees that no punitive damages may be
      sought or recovered in any arbitration, judicial proceeding or
      otherwise.  Failure to file a Notice of Arbitration within such
      forty-five (45) days shall constitute a waiver of any right to relief for
      the matters asserted in the notice of claim.  Any Claim shall be
      forever barred, and no relief may be thereafter sought, if written notice
      of such Claim is not made as provided above within one (1) year of the
      date such Claim accrues.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Documents.  Within
      thirty (30) days after the receipt of service in connection with a Notice
      of Arbitration, each party shall afford the other, or its counsel, with
      reasonable access to documents relating directly to the issues raised in
      the Notice of Arbitration.  All documents produced and all
      copies thereof shall be maintained as strictly confidential, shall be used
      for no purpose other than the arbitration hereunder, and shall be returned
      to the producing party upon completion of the
      arbitration.  There shall be no other discovery except that, if
      a reasonable need is shown, limited depositions may be allowed in the
      discretion of the Arbitrator, it being the expressed intention and
      agreement of each party to have the arbitration proceedings conducted and
      resolved as expeditiously, economically and fairly as reasonably
      practicable, and with the maximum degree of
    confidentiality.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Notice in connection with
      Arbitration.  All written communications regarding the
      proceeding sent to the Arbitrator shall be sent simultaneously to each
      party or its counsel, with a copy to the Additional Notice
      Parties.  Oral communications between any of the parties or
      their counsel and the Arbitrator shall be conducted only when all parties
      or their counsel are present and participating in the
      conversation.

            


    

    


    
      	
               
      

            	
              iv.

            	
              Filings.  Within
      twenty (20) days after the selection of the Arbitrator, the Claimant shall
      submit to the Arbitrator a copy of the Notice of Arbitration, along with a
      supporting memorandum and any exhibits or other documents supporting the
      Claim.  Within twenty (20) days after receipt of the Claimant’s
      submission, the Opposing Party shall submit to the Arbitrator a memorandum
      supporting its position and any exhibits or other supporting
      documents.  If the Opposing Party fails to respond to any of the
      issues raised by the Claimant within twenty (20) days after receipt of the
      Claimant’s submission, then the Arbitrator may find for the Claimant on
      any such issue and bar any subsequent consideration of the
      matter.  Within twenty (20) days after receipt of the Opposing
      Party’s response, the Claimant may submit to the Arbitrator a reply to the
      Opposing Party’s response, or notification that no reply is forthcoming.
      Within ten (10) days after the latest submission as provided above, the
      Arbitrator shall notify the parties and the Additional Notice Parties of
      the date of the hearing on the issues raised by the
      Claim.  Scheduling of the hearing shall be within the sole
      discretion of the Arbitrator, but in no event more than thirty (30) days
      after the last submission by the parties, and shall take place at a
      mutually agreeable time and location within Miami-Dade County,
      Florida.  Both parties shall be granted substantially equal time
      to present evidence at the hearing.  The hearing shall not
      exceed one (1) business day, except for good cause shown. Within thirty
      (30) days after the conclusion of the hearing, the Arbitrator shall issue
      a written decision to be delivered to both parties and the Additional
      Notice Parties (the “Final Determination”).  The Final
      Determination shall address each issue disputed by the parties, state the
      Arbitrator’s findings and reasons therefore, and state the nature and
      amount of any damages, compensation or other relief
      awarded.  The award rendered by the Arbitrator shall be final
      and non-appealable and judgment may be entered upon it in accordance with
      applicable law in any and all such court(s) having jurisdiction
      thereof.

            


    

    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              v.

            	
              Costs of Arbitration.
      As part of the Final Determination, the Arbitrator shall determine the
      allocation of the costs and expenses of the arbitration, including the
      Arbitrator’s fee and both parties’ attorneys’ fees and expenses, based
      upon the extent to which each party prevailed in the
      arbitration.  In the event that any relief which is awarded in
      non-monetary, then such costs and expenses shall be allocated in any
      manner as may be determined by the
Arbitrator.

            


    

    


    
      	
               
      

            	
              vi.

            	
              Satisfaction of
      Award.  If any party fails to pay the amount of the
      award, if any, assessed against such party within thirty (30) days after
      the delivery to such party of the Final Determination, the unpaid amount
      shall bear interest from the date of such delivery at the lesser of (i)
      the prime lending rate reported by the Wall Street Journal, and (ii) the
      maximum rate permitted by applicable law.  In addition, such
      party shall promptly reimburse the other party for any and all costs or
      expenses of any nature or kind whatsoever (including reasonable attorney’s
      fees) reasonably incurred in seeking to collect such award or to enforce
      any Final Determination.

            


    

    


    
      	
               
      

            	
              vii.

            	
              Confidentiality of
      Proceedings.  The parties hereto agree that all of the
      arbitration proceedings provided for herein, including any notice of
      claim, the Notice of Arbitration, the submissions of the parties, and the
      Final Determination issued by the Arbitrator, shall be confidential and
      shall not be disclosed at any time to any Person, other than the parties
      hereto, their representatives, the Arbitrator and the Additional Notice
      Parties; provided that this provision shall not prevent the party
      prevailing in the arbitration from submitting the Final Determination to a
      court for the purpose of enforcing the award, subject to comparable
      confidentiality protections if the court agrees; and provided further that
      the foregoing shall not prohibit disclosure to the minimum extent
      reasonably necessary to comply with (i) applicable law (or requirement
      having the force of law), court order, judgment or decree, including,
      without limitation, disclosures which may be required pursuant to
      applicable securities laws, and (ii) the terms of contractual arrangements
      (such as financing arrangements) to which the Company or any Additional
      Notice Party may be subject so long as such contractual arrangements were
      not entered into for the primary purpose of permitting disclosure which
      would otherwise be prohibited
hereunder.

            


    

    


    
      	
               
      

            	
              f)

            	
              Effect of Partial
      Invalidity.  If any one or more of the provisions of this
      Agreement shall, for any reason, be held to be invalid, illegal or
      unenforceable in any respect, such invalidity, illegality, or
      unenforceability shall not affect any other provisions hereof, and this
      Agreement shall be construed as if such invalid, illegal or unenforceable
      provision had never been made a part
hereof.

            


    

    


    
      	
               
      

            	
              g)

            	
              Drafting.  Each
      of the parties hereto has jointly cooperated and participated in the
      negotiation, drafting and preparation of this Agreement, and each party’s
      legal counsel has had equal opportunity to fully review and examine this
      Agreement to their satisfaction.  Therefore, in the event an
      ambiguity or question of intent or interpretation arises, this Agreement
      shall be construed as if drafted jointly by the parties hereto, and no
      construction, presumption or burden of proof shall arise favoring or
      disfavoring any party by virtue of the authorship of any or all of the
      provisions of this Agreement.

            


    

    


    
      	
               
      

            	
              h)

            	
              Assignment.
      This Agreement and the rights and obligations created hereunder shall not
      be assigned, sub-licensed or otherwise transferred by either party without
      the prior written consent of the other
party.

            


    

    


    
      	
               
      

            	
              i)

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts, any or all of
      which may contain the signatures of less than all of the parties, and all
      of which shall be construed together but as a single instrument, and
      facsimile counterparts hereof shall be effective for all purposes
      hereunder, including, without limitation, the execution
      hereof.

            


    

    


    
      	
               
      

            	
              j)

            	
              Entire
      Agreement.  This Agreement, including any Exhibits,
      Schedules or addendum attached hereto, constitutes the entire agreement
      between the parties with respect to this subject matter and supersedes all
      previous proposals, negotiations, representations, writings, commitments
      and other communications, whether oral or written, between the
      parties.  All understandings and agreements heretofore made
      between the parties are merged in this Agreement.  There are no
      oral promises, conditions, representations, understandings,
      interpretations or terms of any kind as conditions or inducements to the
      execution of this Agreement in effect between the parties.  No
      change, amendment or modification of this Agreement shall be valid unless
      the same is in writing and signed by the parties
  hereto.

            


    

    


    
      	
               
      

            	
              k)

            	
              Waiver. The
      waiver of any of the provisions of this Agreement by any of the parties
      hereto shall constitute a waiver of that provision, on that occasion only,
      and shall not, with respect to any other occasion, constitute a future
      waiver of such term or provision or a waiver of any other term or
      provision of this Agreement.

            


    

    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              l)

            	
              Survival.  All
      of the indemnities, representations, warranties and covenants by the
      parties contained in this Agreement shall survive the termination of this
      Agreement.

            


    

    


    
      	
               
      

            	
              m)

            	
              Terms.  All
      personal pronouns used in this Agreement shall include the other genders
      whether used in the masculine or feminine or neuter gender, and the
      singular shall include the plural whenever and as often as may be
      appropriate.

            


    

    


    
      	
               
      

            	
              n)

            	
              Headings.  Section,
      paragraph, and other headings contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning in
      interpretation of this Agreement.

            


    

    


    
      	
               
      

            	
              o)

            	
              Binding
      Agreement.  The terms, conditions, obligations,
      representations and warranties contained in this Agreement shall be
      binding upon and shall incur to the benefit of each of the parties hereto,
      their heirs, personal representatives or successors and
      assigns.

            


    

    


    [Signatures
to follow on next page]

    


    IN WITNESS WHEREOF, each
party hereto has executed this Agreement by a duly authorized representative as
of the date first set forth hereinabove.

    


    ipowerUpSoftware, LLC .

    a Florida, Limited Liability
Company

                                                                                                                                       

    


    FEMATA.com

    Federation
of Miners Associations of Tanzania

    


    

    Harry S
Lyimo, President

    
      
         

      

      
        -13-