AND

             AGREEMENT TO CANCEL CONSULTING AND MANAGEMENT AGREEMENT

     This Agreement is made and entered into this 28TH day of September, 1999 by
and between:

         HENG FAI MANAGEMENT INC.,
         A Wholly Owned Subsidiary of Powersoft Technologies, Inc.
         (Formerly Heng Fai China Industries, Inc.)
         0000-000 Xxxx Xxxxxxx Xxxxxx
         X.X. Xxx 00000
         Xxxxxxxxx, X.X.
         Xxxxxx  X0X 0X0

                  AND

         TIGHT HOLD INVESTMENT LIMITED
         10TH  Floor, Lippo Protective Tower
         000-000 Xxxxxxxxxx Xxxx
         Xxxxxxx, Xxxx Xxxx


THE PARTIES  hereby  agree to cancel the  Consulting  and  Management  Agreement
entered into on November 1, 1996 by and between  Powersoft  Technologies,  Inc.,
(formerly Heng Fai China  Industries,  Inc.) and Tight Hold Investment  Limited,
pursuant  to  which   Powersoft   Technologies,   Inc.   was   required  to  pay
U.S.$500,000.00 per year to Tight Hold Investment Limited.

This agreement shall be effective as of June 18, 1999.

         HENG FAI MANAGEMENT INC.

         /s/ Xxx X. Xxxx
         -------------------------------------
         Director


         TIGHT HOLD INVESTMENT LIMITED

         /s/ Xxx X. Xxxx
         -------------------------------------
         Director