SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                     For the fiscal year ended June 30, 1999

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

    For the transition period from _______________ to ______________________

                         Commission file number 0-27494

                          LEISUREPLANET HOLDINGS, LTD.
               (formerly known as First South Africa Corp., Ltd.)
          -------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Bermuda                                       N/A
 -------------------------------        ------------------------------------
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

             Clarendon House, Church Street, Hamilton HM CX, Bermuda
            ---------------------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

        Registrant's telephone number, including area code (441) 295-1422

Securities registered pursuant to Section 12(b) of the Act:

  Title of each class                Name of each exchange on which registered

          None                                          None
     ---------------                         --------------------------

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                         ------------------------------
                                ("Common Stock")

                           Class A Redeemable Warrants
                         ------------------------------
                              ("Class A Warrants")

                           Class B Redeemable Warrants
                         ------------------------------
                              ("Class B Warrants")

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X   No


<PAGE>




Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the  Registrant.  The  aggregate  market  value  shall be
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such common  equity,  as of a specified  date within 60
days prior to the date of filing.  (See  definition of affiliate in Rule 405, 17
CFR 230.405).

The  aggregate   market  value  of  the   Registrant's   Common  Stock  held  by
non-affiliates of the Registrant as of September 17, 1999, was $26,196,480.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

As of September 17, 1999, there were 5,468,447 shares of the Registrant's Common
Stock  outstanding and 946,589 shares of the  Registrant's  Class B Common Stock
outstanding.


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PART 1

ITEM 1.  DESCRIPTION OF BUSINESS

         We are the parent company of LPI Limited.  LPI Limited is a provider of
international  online  travel  services for leisure  travelers.  We are also the
parent company of First South African  Holdings  (Pty.) Ltd.  which  maintains a
majority interest in First Lifestyle  Holdings.  First Lifestyle Holdings is the
owner of the companies through which we conduct our lifestyle products business.

HISTORY

         We were  founded in  September  1995 to pursue  opportunities  in South
Africa as an emerging market. We were originally  organized to acquire,  own and
operate  seasoned,  closely held  companies in South Africa with annual sales in
the range of approximately $5 million to $50 million. Recently, we broadened our
focus to the Internet and e-commerce sectors through our acquisition in February
1999 of an 81% interest in LPI Limited, an international  online travel services
company. We are currently engaged in the following industry segments:

         o        Internet and e-commerce travel services; and
         o        Lifestyle products.

DESCRIPTION OF OUR CORE INDUSTRY SEGMENTS

INTERNET AND E-COMMERCE TRAVEL SERVICES

         Through LPI Limited,  our international online travel services company,
we offer our consumers a comprehensive online leisure travel service,  including
the ability to shop online for airline  tickets,  hotel  rooms,  car rentals and
cruises.  We have  established  a database  of over 10,000  independent  hotels,
including  60,000 full color  photographs  of hotels,  a series of travel guides
covering 186 destinations in electronic format and a multilingual  customer call
center. Our proprietary technology and user-friendly  interface enable customers
to easily and quickly access travel  information seven days a week. We primarily
target our services to consumers  outside of the United States; in particular in
Europe. We do so by offering our services to our customers in their own language
and by offering our users the  opportunity to reserve hotel stays in independent
hotels such as owner  operated  hotels and inns  rather  than only hotels  which
comprise a chain.  We also offer users of our web sites in Europe a large volume
of airline fares that have been specially negotiated by our fulfillment partners
in Europe.

         We operate our own multilingual web site at  WWW.LEISUREPLANET.COM.  In
addition, to broaden our online presence and to build brand recognition, we have
entered into various  strategic  relationships to provide a number of co-branded
web sites.  In January 1999, we entered into a three-year  agreement  with Lycos
Bertelsmann  GmbH,  a European  affiliate  of Lycos.  We serve as the  exclusive
travel  retailer  within  the  Lycos  Bertelsmann  travel  web guide in 14 major
European markets,  including France, Germany, the United Kingdom, Italy, Sweden,
Norway, Denmark,  Switzerland,  Austria,  Belgium, The Netherlands,  Luxembourg,
Spain and Finland.  Also, in February 1999, we entered into a two-year agreement
with a subsidiary  of Yahoo!  Inc., a leading  search  engine  provider.  We are
Yahoo!'s  exclusive  provider of airline  flights,  hotel  reservations  and car
rental  bookings  through  a  comprehensive  list of  airlines,  hotels  and car
rentals,  to users  in  France  and  Germany  of  Yahoo!'s  travel  page and our
co-branded  web site with Yahoo!.  In addition,  in June 1999, we entered into a
three-year  agreement with InfoSpace.com,  Inc., a leading aggregator of content
on the Internet.  We serve as the exclusive integrated booking engine for hotel,
air travel,  vacation and cruise packages,  accessible  through  InfoSpace's web
sites.


                                      -3-
<PAGE>


         For fiscal  year  ended  June 30,  1999,  our  online  travel  services
business  had  revenues  of   approximately   $165,000   which   accounted   for
approximately 1% of our revenues. Our online travel services business had a loss
from operations of approximately $6.5 million for fiscal 1999.

INDUSTRY BACKGROUND

         GROWTH OF THE INTERNET AND ONLINE COMMERCE. The Internet and commercial
online  services  are  emerging as a  significant  global  communications  media
enabling   millions  of  people  to  share   information  and  conduct  business
electronically.  A number  of  factors  have  contributed  to the  growth of the
Internet and commercial  online services usage.  These factors include the large
and  growing  installed  base of  advanced  personal  computers  in the home and
workplace;  improvements in network  infrastructure;  easier, faster and cheaper
access to the Internet and  commercial  online  services;  the  introduction  of
alternative Internet access devices and increased awareness of the Internet; and
additional commercial online services among consumer and business users.

         Computer Industry Almanac, Inc. estimates that the number of World Wide
Web users will grow from  approximately 151 million in 1998 to approximately 319
million  by 2000.  The  functionality  and  accessibility  of the  Internet  and
commercial online services have made them an increasingly  attractive commercial
medium by providing  features that  historically  have been unavailable  through
traditional channels.  The Internet and commercial online services provide users
with  convenient  access to large  volumes  of  dynamic  data to  support  their
investment,   purchase  and  other  decisions.  Online  retailers  are  able  to
communicate effectively with customers by providing frequent updates of featured
selections,  content,  pricing and visual  presentations  and  provide  tailored
services by capturing  valuable data on customer tastes,  preferences,  shopping
and buying  patterns.  Online retailers are also able to utilize consumer buying
patterns to more  effectively  target their  audience.  Unlike most  traditional
distribution  channels,  online retailers do not have the burden of managing and
maintaining  numerous  local sales  facilities  to provide  their  services on a
global scale.  Because of these  advantages,  online retailers  benefit from the
relatively low cost of reaching and electronically  serving customers world wide
from a central location. As a result, an increasingly broad base of products and
services are being sold online,  including books, brokerage services,  computers
and music, as well as travel  services.  Boston  Consulting Group estimates that
online  retail  revenues  will grow from $14.9 billion in 1998 to $36 billion in
1999.  Forrester  Research  estimates  that online  retail sales will reach $184
billion by 2004.  Forrester  Research also estimates that online travel revenues
will exceed $29 billion by 2003, representing 12% of total industry revenue.

         Moreover,  as the  number  of  online  content,  commerce  and  service
providers has expanded,  strong brand  recognition and strategic  alliances have
become  critical  to  the  success  of  such  providers.  Brand  development  is
especially important for online retailers due to the need to establish trust and
loyalty among consumers in the absence of face-to-face interaction.

         THE  TRADITIONAL  TRAVEL  INDUSTRY.  The travel  industry  is large and
growing.  Historically,  airlines, hotels, rental car agencies, cruise lines and
vacation packagers have relied on internal sales departments and travel agencies
as their primary distribution channels. The traditional travel agency channel is
highly fragmented,  with few nationally recognized brands. According to American
Society of Travel  Agents,  there are over 23,000 travel  agencies  operating in
more than 33,000  locations in the United States alone,  with the average travel
agency generating less than $3 million in annual gross bookings per location.


                                      -4-
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         Travel agents are compensated  primarily  through  commissions  paid by
travel  suppliers on services  booked.  Some travel agencies also charge service
fees to their  customers.  Traditionally,  standard retail base commission rates
paid by  travel  suppliers  to  travel  agents  have  been 7% - 10% for  airline
tickets,  10% for hotel reservations and car rentals, and 10% to 15% for cruises
and  vacation  packages.  In  addition,  travel  agencies  can earn  significant
performance-based   incentive   compensation  from  travel  suppliers  that  can
substantially impact financial performance.  These commission rates and override
commissions  are  determined  by travel  suppliers  and are  subject to frequent
change.  In recent years,  commission  capping has led to a reduction in average
commission rates.

         Travel  agencies  typically book  reservations by telephone and fax and
through  electronic  global  distribution  services,  often  referred  to as GDS
systems.  Two such GDS  systems are Galileo  International's  Apollo  system and
SABRE Group  Holdings  Inc.'s SABRE system.  The GDS systems  provide  real-time
access to voluminous data on fares,  availability and other travel  information.
The GDS data is constantly changing, with as many as one million airfare changes
being made daily. Customers traditionally have relied on travel agents to access
and interpret  such rapidly  changing  information  via complex and  proprietary
interfaces to GDS systems.  As a result,  the ability of customers to obtain the
most favorable  schedules and fares has been subject to the skill and experience
of individual travel agents,  whose availability may be limited,  as well as the
commission offered to travel agents.

         THE ONLINE TRAVEL OPPORTUNITY. The online travel opportunity is created
by the  trends  to drive  distribution  costs  lower in the  traditional  travel
industry  combined  with a need  for a more  effective  and  efficient  means of
purchasing and  distributing  travel services to address the needs of consumers.
The online  market  benefits from this drive to lower costs.  In addition,  at a
time when many  traditional  travel  agencies  may be  experiencing  pressure to
reduce levels of service as a result of recent  reductions in commission  rates,
many customers are demanding  greater  convenience and flexibility in how, where
and when  they shop for  travel  services.  Customers  are also  demanding  more
control over their travel decisions, including the opportunity to compare prices
and products and review availability.  In an effort to reduce their distribution
costs and  develop  more  direct  relationships  with  their  customers,  travel
suppliers  seek ways to distribute  their  services  outside of the  traditional
travel  agency  channel.  The Internet  provides  this and, as a result of these
trends,  the  Internet  and  commercial  online  services  have  emerged  as  an
attractive medium through which travel services can be purchased.

         According to Jupiter  Communications,  online travel bookings will grow
from $4.2  billion in 1999 to over $16.6  billion in 2003.  The Travel  Industry
Association of America estimates that online travel revenues will grow from $827
million  in 1997 to $9  billion in 2002.  The  interactive  nature of the online
medium  enables  consumers  to  use  reservation   engines  which  automate  the
processing and  confirmation  of travel  reservations.  We believe that this has
increased  the  consumers'  control  over the  process  by  providing  them with
additional choices, resulting in better service.

         The online  medium also  provides  travel  suppliers  with an effective
advertising and promotional  vehicle.  Forrester  Research estimates that online
advertising  will grow to $33 billion by 2004,  with  approximately  $22 billion
spent in the United  States and $5.5 billion  spent in Europe.  According to the
Travel Industry  Association of America,  online advertising on travel web sites
will grow from $2 million in 1996 to $282 million in 2002.

         THE EUROPEAN  TRAVEL  OPPORTUNITY.  The Internet and commercial  online
services,  including travel services, are emerging rapidly in Europe.  According
to IDC Research,  there were an estimated 44 million Internet users in Europe in
September 1999. IDC Research also predicts that the online  population of Europe
will overtake that of the United States for the first time in 2003. In addition,
according to Computer Industry


                                      -5-
<PAGE>


Almanac,  there  will be 102  million  Internet  users in Europe by 2000.  Also,
according to  Datamonitor,  online travel spending in Europe is expected to grow
from $7.7 million in 1997 to $1.7 billion by 2002.

         Our  unique  hotel  inventory   includes  a  database  of  over  13,000
independent hotels outside of the GDS systems.  We believe that European leisure
travelers  prefer  independent  hotels over chain  hotels  since,  according  to
Worldspan,  approximately 30% of all hotels in the GDS system are European based
hotels,  while over 50% of all hotels in the GDS systems are hotels based in the
United States.  In addition,  according to Worldspan,  approximately  10% of the
hotels in Spain,  and  approximately  27% of the  hotels in  France,  two of the
largest inbound destination markets in Europe, are included in the GDS systems.

LEISUREPLANET SOLUTION

         As consumer  spending  on online  travel  services  grows in the coming
years,  we believe that we are uniquely  positioned to satisfy an  international
market of  consumers  who desire a wide  selection  of travel  destinations  and
services combined with informative  travel content.  We intend to include in our
travel service  offerings a  comprehensive  mix of travel  products,  associated
merchandise,  services  and content,  all brought to our  customers in their own
language in a personalized  travel  community web environment.  For example,  we
offer our  customers  the  opportunity  to reserve  hotel  stays in  independent
hotels,  owner  operated  hotels and inns with an average of 50 beds rather than
only hotels  which  comprise a chain.  Both online and offline  travel  services
typically book hotel  reservations  through GDS systems,  which  typically offer
hotel stays in chain hotels rather than independent  hotels. We have established
an inventory of over 10,000  independent  hotels  where our  customers  can book
reservations.  Also,  unlike other online travel service  providers,  we offer a
large number of airline fares,  particularly  fares outside North America,  that
cannot be found in GDS systems.

BENEFITS TO CUSTOMERS.

         EXPANSIVE  INVENTORY.  As with other travel services,  we have complete
access to air, hotel and auto rental  information  published on the GDS systems.
We distinguish ourselves from other online and offline travel services by adding
a huge selection of inventory  outside of the GDS systems,  including air, hotel
and  cruise  information.  Our hotel  inventory  is our most  extensive  non-GDS
inventory.  It currently  includes over 10,000  independent  hotels with whom we
have contractual relationships to sell reservations and display their content on
our web sites.  We also intend to add non-GDS  package  vacations in the future.
The package  vacations  will be targeted to the travel needs of the consumers in
each of the markets in which we operate.

         EXTENSIVE PHOTO LIBRARY. Most of the over 10,000 independent hotels who
provide us with  inventory also provide us with a series of full color photos of
their premises,  including  their rooms,  which are available for viewing on our
web sites.  We also  display  photos of over 3,000 of our GDS  hotels.  Our full
color photo library currently contains over 60,000 images of our various hotels.

         MULTILINGUAL SERVICES.  European customers will benefit from our travel
services  since our  travel  services  are  offered on a variety of web sites in
local languages. For example, our travel services are currently deployed through
Lycos in local languages in France,  Germany and the United Kingdom, and will be
similarly deployed in the future in local languages in Sweden, Norway,  Denmark,
Switzerland,  Austria, Belgium, The Netherlands,  Luxembourg, Spain and Finland.
Our travel  services are also  deployed  through  Yahoo!  in local  languages in
France and Germany and our own web site at LEISUREPLANET.COM in English,  French
and German.


                                      -6-
<PAGE>


         CUSTOMER CALL CENTER. Our customer call center assists our customers in
using our web sites and  accessing our travel  services 7 days a week.  Our call
center is staffed by multilingual customer service agents. In addition, our call
center  offers an  alternative  for  completing  transactions  for customers who
prefer to purchase travel services over the telephone.

         FULFILLMENT  PARTNERS. We currently have relationships with fulfillment
partners in the United  States  with  Uniglobe  Travel  Online,  Australia  with
Concorde  International,  South  Africa  with  Experts  in Travel,  France  with
Reductour,  Germany with  Aeroworld  GmbH, the United Kingdom with Major Travel,
and Italy with Travel  United.  As we expand our customer  base into  additional
markets, we plan to establish  relationships with fulfillment  partners in these
markets as well. By establishing  relationships  in all of the markets we serve,
we  believe  we will be able to obtain  lower  rates as a result of the size and
negotiating  position that each of our fulfillment partners has in each of their
respective markets.

         EXTENSIVE TRAVEL GUIDES.  We offer our guests an extensive travel guide
resource  covering  186  international   travel   destinations,   including  125
countries,  and all states of the United States and Canada. Eighty of our travel
guides have been translated in English,  French,  German,  Italian,  Spanish and
Dutch, and the English, French and German guides are currently available through
our web sites. We intend to offer our travel guides in local languages in all of
the markets we serve. In addition to maps, history and a variety of other travel
information,  our  guests are also  offered a unique  slide show for many of the
destinations in our travel guides.

BENEFITS TO HOTELS.

         ACCESS TO CUSTOMERS.  We offer our independent hotels an opportunity to
market their business to a large,  global customer base at no cost. These hotels
have,  in the past,  missed out on a large  part of the  leisure  travel  market
because of their non-affiliation with a GDS system.

         BRAND  RECOGNITION.  Due to the high cost associated  with  traditional
advertising and their non-affiliation with a GDS system, most of our independent
hotels have struggled with brand recognition and customer awareness in the past.
Our web sites allow our independent  hotels to market their  facilities and make
full color photos of their facilities  available to leisure travelers 24 hours a
day, 7 days a week at the click of a button, all at no cost to the hotel.

         RESERVATION  PROCESSING SYSTEM. Through our web sites and customer call
center we offer a full service reservation  processing system to our independent
hotels.

BENEFITS TO AIRLINES AND AUTO RENTALS

         ACCESS TO CUSTOMERS.  We offer  airlines and auto rentals an additional
platform to access customers. Our access to an international audience makes us a
valuable partner for these suppliers.

LEISUREPLANET STRATEGY

         Our  objective is to become the leading  international  online  leisure
travel service provider by offering our customers a unique combination of travel
services. The principal elements of our business strategy are to:

         EXPAND STRATEGIC  RELATIONSHIPS TO ATTRACT NEW CUSTOMERS.  We intend to
continue  to  leverage  our  strategic  relationships  with  Yahoo!,  Lycos  and
InfoSpace and seek other strategic relationships with other major


                                      -7-
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multinational Internet portals to attract additional customers to our web sites.
We also intend to seek other  strategic  relationships  with  national  Internet
portals in selected markets.

         AGGRESSIVELY DEVELOP BRAND. Our strategy is to promote the value of our
brand through high quality  customer  service,  active marketing and promotional
programs.  We intend to broaden our online  visibility  and expand our  customer
base by purchasing  inexpensive online banner advertisements on high traffic web
sites and offline  advertising  in a variety of mediums.  We believe that strong
brand  recognition  is  increasingly  important  in online  commerce  to attract
customers and promote  consumer trust and loyalty in the absence of face to face
relationships.

         EXPAND INDEPENDENT HOTEL RELATIONSHIPS AND OTHER OFFERINGS.  We plan to
strengthen and expand the number of hotels in our independent hotel database and
to broaden our online travel offerings to include more destinations, cruises and
other travel packages,  including last minute travel packages. We also intend to
add to our library of over 60,000 full color photo images of hotels displayed on
our web sites and add to our  extensive  travel  guide  resource by adding other
travel related content such as licensed city guides.

         INVEST IN LEADING  TECHNOLOGY.  We intend to  continue to invest in the
implementation of technology driven enhancements to our web sites, with the goal
of making our customer's visit easy,  intuitive and as pleasant as possible.  We
also intend to invest in enhancing our  transaction  processing  systems and our
customer call center.

         PURSUE INCREMENTAL REVENUE  OPPORTUNITIES.  We plan to offer additional
travel  services and products to meet our customers'  needs at each stage of the
leisure travel process, such as travel insurance,  travel financing services and
travel-related  merchandise.  We also plan to aggressively pursue media sales to
targeted advertisers based on increased traffic to our web sites.

LEISUREPLANET ONLINE SERVICE

         Visitors  to our web  sites can  access  our vast  inventory  of travel
services,  including  airlines,  hotels, car rentals and cruises.  To access our
inventory  of travel  services,  each  customer  registers  by  providing  basic
information such as name,  street address,  e-mail address and telephone number.
This  information  is  stored  in our  database  and  is  used  solely  by us to
complement  and  facilitate our travel  services.  By  registering  with us, our
customers can quickly access our reservation  system on subsequent  visits.  Our
registered   visitors  then  enter  their  travel   itinerary  or  other  travel
information,  including their profile which holds  information such as preferred
seat class for air travel and frequent flyer number. Our search engine will then
display a range of  options  for the  visitor  to  compare.  Through  our travel
guides,  visitors can review  detailed  information  about  desired  destination
markets,  including  maps,  historical and  sight-seeing  information  and other
travel related information. Through our customer call center, we answer customer
questions and assist in finding the best travel value for our customers'  needs.
Customers  can either  complete  travel  purchases  in a few easy  steps  online
through one of our web sites,  or call our customer  call center for  assistance
and information in completing a travel purchase offline.

         THE LEISUREPLANET  BOOKING PROCESS.  Our travel inventory  includes our
own  inventory of over 10,000  independent  hotels and access to a the Worldspan
global distribution  service, or GDS system. Access to Worldspan through our web
sites provides our users with access to 650 major international airlines, 30,000
major  hotels and all major  rental car  companies.  Once a visitor  initiates a
search for a flight  reservation,  our search engine reviews our GDS and, at our
European  web sites,  our  private  fares  inventory  to locate the best  prices
possible for the desired travel. User friendly presentation of available options
that meet the customer's requests


                                      -8-
<PAGE>


allow easy comparison shopping. To complete a purchase, customers select the air
reservation of their choice and supply credit card  information.  Once the order
is submitted,  the customer receives instant online confirmation that travel has
been booked and a subsequent  e-mail to verify the  transaction.  Fulfillment is
completed with printed tickets sent to the customer  according to the customer's
fulfillment  needs,  which may  include  overnight  delivery.  The  process  for
purchasing hotel and car rental  reservations is similar,  although it currently
does not have the  capability to search for low fares.  When a customer  makes a
request for a reservation at one of our independent  hotels, the request is sent
automatically  by facsimile  or e-mail to the hotel to  determine  availability.
Once the hotel confirms availability,  the customer is informed by e-mail and is
offered the  opportunity  to return to our site and complete the  transaction by
submitting  credit card  details.  After we receive the  customer's  credit card
information, the transaction is confirmed to the customer on-line and by e-mail.

         In  addition  to  accessing  our  inventory  of  travel  services,  our
customers can use the following  travel  services to make better informed travel
purchase decisions:

                  o        HOTEL CONTENT. In addition to rates and availability,
                           we provide in-depth content on the hotels featured on
                           our web  sites,  including  over  60,000  full  color
                           pictures  of  properties   and  rooms   covering  our
                           database of over 10,000  independent hotels and 3,000
                           GDS  hotels,  offering  our users the  chance to look
                           before they buy.

                  o        TRAVEL GUIDES.  We provide our users the  opportunity
                           to review our value-added  travel guides.  Our travel
                           guides cover 186 international  travel  destinations,
                           including  125  countries  and all the  states of the
                           United  States  and  Canada.  In  addition  to  maps,
                           history  and a variety of other  travel  information,
                           our guests are also  offered a unique  slide show for
                           many of the destinations in our travel guides.

                  o        WORLD  EVENTS  CALENDAR.  Our world  events  calendar
                           informs  our  visitors  of major  leisure  events  in
                           various destinations  throughout the world and offers
                           our customers  quick access to hotel  reservations in
                           those  destinations  and our  travel  guide for those
                           destinations.

                  o        CURRENCY CONVERTER. Ourcurrency converter covers most
                           major  currencies   in    the  world  and informs our
                           visitors of what to expect   when   exchanging  their
                           local  currency  for that of their destination.

                  o        VACATION IDEAS. We are currently developing a library
                           of vacation ideas which we  intend to  make available
                           through our web sites.

                  o        TRAVEL PRODUCT REVIEWS.  We are currently  developing
                           a   system  of  rating   of   destinations and travel
                           products.  We  intend to make this system, which will
                           be based on  our  customers'  experiences,  available
                           through our web sites.

STRATEGIC RELATIONSHIPS

         We pursue  strategic  relationships  to  increase  our access to online
customers,  to build brand  recognition  and to expand our online  presence.  To
date,  we  have  established  the  following   alliances,   among  others,   for
distribution and product enhancement:


                                      -9-
<PAGE>


         LYCOS-BERTELSMANN.  In January 1999, we entered into an agreement  with
Lycos-Bertelsmann,  a leading search engine provider in Europe. The agreement is
for a three  year  term and  provides  that  Lycos and LPI  Limited  will form a
co-branded  version of the  LEISUREPLANET.COM  web site  accessible  to users of
various  Lycos  web  sites in  Europe.  The  co-branded  site  will be  promoted
throughout the Lycos web sites.  The  co-branded  site will be deployed on local
Lycos  services in the following  countries in the languages  specified:  France
(French),  Germany (German), United Kingdom (English),  Italy (Italian),  Sweden
(Swedish), Norway (Norwegian),  Denmark (Danish),  Switzerland (German), Austria
(German),  Belgium  (Dutch and  French),  The  Netherlands  (Dutch),  Luxembourg
(German and French), Spain (Spanish) and Finland (Finnish).  Lycos has agreed to
deliver a minimum  number of  impressions  and banners to promote the co-branded
site.

         YAHOO!  (DEUTSCHLAND) GMBH AND YAHOO! FRANCE SARL. In February 1999, we
entered into an agreement with Yahoo! (Deutschland) GmbH and Yahoo! France SARL,
leading  search  engine  providers  in Germany  and  France,  respectively.  The
agreement is for a two year term and provides  that Yahoo!  and LPI Limited will
form a co-branded version of the  LEISUREPLANET.COM web site accessible to users
of the Yahoo! web sites in Germany and France, respectively. The co-branded site
will be  promoted  through the Yahoo!  web sites.  The  co-branded  site will be
deployed on local Yahoo! services in France (in French) and Germany (in German).
Under the  agreement,  we  obtained  the right to bid for  similar  services  in
selected  European  countries,  including Spain and Italy.  Yahoo! has agreed to
deliver a minimum number of page views and banner  advertisements to promote the
co-branded site.

         INFOSPACE.   In  June  1999,   we  entered  into  an   agreement   with
InfoSpace.com,  an aggregator of content,  including yellow pages,  white pages,
maps and  classified  advertisements,  on the  Internet.  The agreement is for a
three year term and provides that InfoSpace can post promotional  banners on its
web site  INFOSPACE.COM  with links to  LEISUREPLANET.COM.  InfoSpace  agreed to
deliver a minimum number of click-throughs to  LEISUREPLANET.COM  for each year.
InfoSpace  has  also  agreed  to  launch  a  travel  service  on its  home  page
incorporating  LEISUREPLANET.COM  travel content and travel engines,  as well as
integrate our travel engine into various aspects of InfoSpace's content.

         NOMADE.  In June 1999,  we entered  into an agreement  with  Nomade,  a
leading  French  portal.  The agreement is for a one year term and provides that
Nomade will provide a minimum number of  LEISUREPLANET.COM  promotional  buttons
and banners on its web site and will provide a minimum  number of click throughs
to LEISUREPLANET.COM.

         M-WEB HOLDINGS LIMITED. In June 1998, we entered into an agreement with
M-Web  Holdings  Limited,  an entity which  operates a leading web site in South
Africa.  Pursuant to the agreement,  we granted M-Web a conditionally  exclusive
license  to  link  a  co-branded   travel   services   web  site   incorporating
LEISUREPLANET.COM  content to M-Web's  web site.  For as long as the  co-branded
site enjoys certain agreed upon page views and user sessions per month and M-Web
operates the premier family of web sites in South Africa, we agreed not to grant
a similar  license  to any other  South  African  based web site  operator  that
targets primarily South African users.

         FULFILLMENT  PARTNERS. We have entered into agreements with fulfillment
partners in the United States,  Australia,  South Africa,  France,  Germany, the
United Kingdom and Italy. Our agreements with our fulfillment partners afford us
with  favorable  airline  fares and  holiday  packages,  as well as  fulfillment
services to our  customers.  Fulfillment  services  include the  processing  and
issuance of tickets and other travel documents, handling of customer phone calls
and other correspondence, and collection of commissions.


                                      -10-
<PAGE>


         There  can be no  assurance  that we  will  achieve  sufficient  online
traffic,  travel  bookings or  commissions  to realize  economies  of scale that
justify our significant fixed financial obligations to Yahoo!, Lycos,  InfoSpace
and Nomade.  There also can be no assurance  that we will be able to satisfy the
minimum level of travel  service  bookings  required to maintain  certain of our
fulfillment  partner  agreements.  Failure of any of the  foregoing  will have a
material  adverse  effect  on our  business,  operating  results  and  financial
condition.

         We are  aggressively  pursuing other strategic  relationships  for both
distribution,  marketing and content that could generate additional  significant
financial  obligations  over the next several  years.  There can be no assurance
that  we  will  be  successful  in  establishing   such   additional   strategic
relationships.

MARKETING AND SALES

         Our marketing  strategy is to attract new customers,  develop our brand
name and develop loyalty programs to better serve and satisfy our customers. Our
sales  strategy is focused in part on  generating  other  revenues from sales of
travel related products and services to our independent hotels and customers and
on  generating  advertising  and  promotional  revenue from  sponsors who seek a
cost-effective way to reach a travel- oriented audience online.

         We also employ a variety of traditional  media programs and promotional
activities to enhance the effectiveness of our marketing initiatives:


         o        STRATEGIC  RELATIONSHIPS.  To broaden our online  presence and
                  build  brand  recognition,  we  have  entered  into  strategic
                  relationships  to provide  co-branded  web sites with  leading
                  Internet portals Yahoo!,  Lycos, and Nomade,  and with leading
                  Internet content aggregator, InfoSpace.

         o        ADVERTISING.   We   intend   to   supplement   our   strategic
                  relationships  with  Yahoo!,  Lycos,  InfoSpace  and Nomade by
                  entering  into  additional  relationship  with other  Internet
                  portals as well as  investing in online  advertising  to drive
                  traffic   to  our  web   sites.   By   purchasing   low   cost
                  advertisements   on  high  traffic  sites,  we  will  seek  to
                  cost-effectively  generate  traffic to our web  sites.  We may
                  also advertise from time to time in traditional  media such as
                  television,  print and  broadcast to increase the awareness of
                  our travel services.

         o        CO-MARKETING/PROMOTIONS.  We intend to  establish  a number of
                  co-marketing  relationships to promote our travel services and
                  to  sponsor   contests  that  offer  travel  related   prizes,
                  including  online auctions and other sponsored  events.  These
                  programs will necessarily involve participation with airlines,
                  hotels,   car  rental   agencies  and  other  online   service
                  providers.

         o        LOYALTY AWARDS.  We  intend  to  offer  various incentives and
                  awards to our customer base.  These incentives are designed to
                  increase customer loyalty and brand awareness.

         o        ONLINE TRAVEL RELATED AND ADVERTISING  SALES. As the number of
                  independent  hotels on our web sites  increases,  we intend to
                  offer our independent  hotels a variety of options,  including
                  the ability to upgrade  their content and advertise for a fee.
                  We also intend to offer our  customers an assortment of travel
                  related products and services such as travel insurance, travel
                  financing and travel  supplies.  We also believe that the sale
                  of online  advertising  will become an increasingly  important
                  source of  revenue.  Accordingly,  we intend to  increase  our
                  investment


                                      -11-
<PAGE>


                  in advertising  sales that target key  advertisers who seek to
                  reach a travel oriented online audience. Client advertisements
                  can be  incorporated  into  our  online  sites  in the form of
                  banners,  links and buttons  that  encourage  viewers to click
                  through  for  additional  information.  In  addition,  we  can
                  develop  extensive  editorial and marketing content to support
                  the various marketing initiatives of sponsors.

COMPETITION

         The  online  travel  services  market  is  new,  rapidly  evolving  and
intensely  competitive,  and we expect  such  competition  to  intensify  in the
future.  We currently  compete  primarily with  traditional  travel agencies and
online travel  reservation  services.  In the online travel services market,  we
compete with other  entities  that  maintain  online  travel web sites,  such as
Expedia,  which is  operated by  Microsoft  Corporation,  Travelocity,  which is
operated by SABRE Group Holdings  Inc., a majority owned  subsidiary of American
Airlines,  PreviewTravel,  TravelWeb, which is operated by Pegasus, and Internet
Travel Network.

         In the United States, over 75% of online travel commerce is represented
by Expedia,  Travelocity,  Preview  Travel and  Internet  Travel  Network.  This
consolidation  presents a significant  barrier to entry.  In the United Kingdom,
Expedia,  Travelocity and  LASTMINUTE.COM  represent our major  competitors.  In
Germany, Expedia represents our major competitor.  Except for the foregoing, our
competition for online travel commerce in Europe is currently limited.  However,
many of our other competitors in the United States may increase their efforts in
the international markets. In addition, the leading traditional travel agencies,
such as American Express Travel Related  Services Co. Inc.,  Uniglobe Travel and
Carlson  Wagonlit  Travel,  may in the  future  establish  commercial  web sites
offering  online  travel   services.   Some  of  these  existing  and  potential
competitors  have  significantly  greater  financial,  technical  and  marketing
resources  than we do.  We  cannot  assure  you that we will be able to  compete
effectively.

         In addition to the  traditional  travel agency,  most travel  suppliers
also sell their services directly to customers, including by telephone and their
own web sites. Selling their services directly eliminates the need of the travel
suppliers to pay  commissions to third parties.  As the market for online travel
services  grows,  we believe that the range of companies  involved in the online
travel  services  industry,  including  travel  suppliers,   traditional  travel
agencies and travel industry  information  providers,  will increase;  with each
offering services that compete with our services.

         We believe  that the success of companies  entering  the online  travel
services  business will be based on the  following  competitive  factors:  broad
distribution,  quality and exclusivity of content,  technological sophistication
and brand awareness.  If we fail to establish these competitive factors quickly,
competitors  may prevent us from obtaining a leading  market share,  which would
adversely  affect  our  business.  Therefore,  we intend  to deploy  significant
resources and pursue an aggressive  implementation of these factors. However, we
cannot  assure  that we will be able to capture or  maintain  sufficient  market
share in the face of increasing competition.

TECHNOLOGY

         Our operations include a multilingual call center facility,  a customer
service unit, two electronic  publishing  units,  an information  system support
unit, a web site  development  unit,  a hotel  recruitment  center,  and a local
travel agency partner network providing fulfillment  services.  These operations
utilize a sophisticated  infrastructure,  including a scalable high capacity web
server infrastructure.


                                      -12-
<PAGE>


         We provide 24 hour  continuous  access to our online  travel  services.
Continuous access is maintained through constant automated server polling and by
ensuring  that users are routed to optimal  services.  We maintain  back-up ISDN
lines should parts of the network fail.

         We seek to ensure server security, as well as protect user information,
other vital information resources and server infrastructure through the location
of web server farms in secure server rooms and the  deployment of  sophisticated
firewall software.

PROPRIETARY RIGHTS

         We regard our copyrights, service marks, trademarks, trade dress, trade
secrets and similar  intellectual  property as critical to our success, and rely
on trademark and copyright  law,  trade secret  protection  and  confidentiality
and/or license agreements with our employees,  customers, partners and others to
protect our proprietary rights. We pursue the registration of certain of our key
trademarks and service marks in the United States and internationally. Effective
trademark,  service  mark,  copyright  and trade  secret  protection  may not be
available in every country in which our products and services are made available
online.  We have  licensed  in the past,  and expect  that we may license in the
future,  certain of our  proprietary  rights,  such as trademarks or copyrighted
material,  to third parties.  While we attempt to ensure that the quality of our
brand is  maintained  by such  licensees,  there can be no  assurance  that such
licensees will not take actions that might materially adversely affect the value
of our  proprietary  rights or reputation,  which could have a material  adverse
effect on our business,  operating results and financial condition. There can be
no assurance that the steps taken by us to protect our  proprietary  rights will
be adequate  or that third  parties  will not  infringe  or  misappropriate  our
copyrights, trademarks, or similar proprietary rights. In addition, there can be
no assurance that other parties will not assert  infringement claims against us.
We may be  subject  to legal  proceedings  and  claims  from time to time in the
ordinary course of our business, including claims of alleged infringement of the
trademarks and other intellectual property rights of third parties by us and our
licensees. Such claims, even if not meritorious, could result in the expenditure
of significant financial and managerial resources.

         We also intend to continue to strategically license certain content for
our online sites from third parties,  including content which is integrated with
internally  developed  content  and  used on the  online  sites to  provide  key
services. There can be no assurance that these third party content licenses will
be available to us on commercially  reasonable  terms or that we will be able to
successfully  integrate  such third party  content.  Such  content  licenses may
expose us to increased  risks,  including risks associated with the assimilation
of new content,  the diversion of resources from the development of our content,
the  inability  to  generate  revenues  from new  content  sufficient  to offset
associated acquisition costs and the maintenance of uniform,  appealing content.
The  inability  to obtain any of these  licenses  could result in delays in site
development or services until equivalent content can be identified, licensed and
integrated.  Any such  delays  in site  development  or  services  could  have a
material  adverse  effect  on our  business,  operating  results  and  financial
condition.

GOVERNMENT REGULATION

         We  are  subject  to  various   United  States  and  foreign  laws  and
regulations  relating to our online travel services  business,  including United
States Department of Transportation regulations prohibiting unfair and deceptive
practices. Few laws or regulations are currently, direct applicable to access to
the Internet.  However, because of the Internet's popularity and increasing use,
new laws and regulations may be adopted. Such laws and regulations may be issued
such as:


                                      -13-
<PAGE>


         o        user privacy;
         o        pricing;
         o        content;
         o        copyrights;
         o        distribution; and
         o        characteristics and quality of products and services.

         In  addition,  the  growth of the  Internet  and  electronic  commerce,
coupled with publicity  regarding  Internet fraud,  may lead to the enactment of
more  stringent  consumer  protection  laws.  These laws may  impose  additional
burdens on our online travel services business.  The enactment of any additional
laws or regulations may impede the growth of the Internet,  which could decrease
our potential  revenues from electronic  commerce or otherwise  adversely affect
our business, financial condition and operating results.

OUR SOUTH AFRICAN LIFESTYLE PRODUCTS OPERATIONS

         Our lifestyle  products  operations  consists of nine  companies  which
operate as wholly owned  subsidiaries  of First Lifestyle  Holdings,  a publicly
traded  company  on  the  Johannesburg,  South  Africa  Stock  Exchange.  We own
approximately 51.5% of First Lifestyle Holdings.  Of our nine lifestyle products
companies,  five are engaged in the manufacture of specialty foods, and four are
engaged in the  manufacture  and  distribution  of a wide  variety of indoor and
outdoor consumer products.

         Piemans Pantry, Gull Foods, Seemanns Meat Products,  Astoria Bakery and
Fifers Bakery are engaged in the  manufacture  of a variety of specialty  foods.
Each of our specialty foods companies is  characterized  by a focus on providing
food  products to the upper end of the market,  with a  significant  emphasis on
quality.  We sell to South Africa's  leading  supermarkets  and retail chains, a
number of fast food  franchises as well as independent  bakeries and convenience
stores.  Piemans  Pantry  manufactures,  sells  and  distributes  quality  meat,
vegetarian  and fruit pies,  both in the baked and frozen,  unbaked  form.  Gull
Foods  manufactures  and sells a wide range of prepared  food  products.  Gull's
product line includes over 150 products ranging from hamburger patties, prepared
sandwiches,  salads,  prepared pastas,  pizzas,  and flavored  breads.  Seemanns
manufactures,  sells,  and  distributes a wide range of processed  meat products
including products typically found in retail butcheries,  as well as high margin
processed  and smoked meat  products.  Astoria  Bakery  manufactures,  sells and
distributes  high  margin  specialty  breads such as special rye breads from its
bakery  in  Randburg,   South  Africa.  In  addition,   Astoria  Bakery  Lesotho
manufactures, sells and distributes staple bread to the Lesotho market, from its
bakers in Maseru,  the  capital  of  Lesotho.  Fifers  Bakery  manufactures  and
distributes high quality long life baked confectionary products and filo pastry.

         SA Leisure,  Republic  Umbrella,  Galactex and  Tradewinds  Parasol are
engaged in the manufacture  and  distribution of a variety of indoor and outdoor
consumer products. Each of our indoor and outdoor consumer products companies is
characterized  by a focus on providing a broad spectrum of products to the South
African retail market,  with an increasing  emphasis on exports as well. We sell
to South Africa's leading retail chains. SA Leisure manufactures a wide range of
injection  molded consumer  items.  SA Leisure's  product line includes over 100
products ranging from injection  molded  household  products such as containers,
waste and laundry baskets,  garden chairs and tables,  do-it-yourself  tool kits
and luggage, as well as a range of office shelving and filing systems.  Republic
Umbrella  specializes  in the  assembly  and  distribution  of a wide variety of
umbrellas and other related outdoor  products.  Republic Umbrella is the largest
distributor of SA Leisure products.  Galactex Outdoor is the largest broad range
distributor of barbecues and barbecue  accessories  in South Africa,  and is the
exclusive  Southern Africa distributor of Weber-Stephen  barbeque products.  The
distribution agreement with


                                      -14-
<PAGE>


Weber  was  entered  into in 1984  and has been  renewed  until  December  1999.
Tradewinds  Parasol is South  Africa's  leading  manufacturer  of large  outdoor
wooden  parasols.  Tradewinds  Parasol is an export  oriented  producer  and has
established  an   international   reputation  as  a  leading   manufacturer   of
high-quality canvas and wooden parasols.

         We source  our raw  materials  and  products  for all of our  lifestyle
products  businesses  from both local and foreign  suppliers.  We have  adequate
alternative  suppliers  and to date have had no  difficulty  obtaining  adequate
supplies  of all our  requirements.  Our  specialty  foods  business is slightly
stronger in the months of July  through  October as well as  December.  However,
these increases are not significant enough to make it a seasonal  business.  Our
indoor and  outdoor  consumer  products  business  is  seasonal,  with  business
increasing significantly from September to January paralleling the South African
summer.

         During  fiscal  year  ended  June 30,  1999,  the  following  customers
accounted  for  approximately  the following  percentage  of our sales  revenue:
Woolworths,  15%; Pick n Pay, 11.5%; and Massmart,  10%. Our lifestyle  products
businesses  had revenues of  approximately  $84.9  million  which  accounted for
approximately  99% of our  revenues  for fiscal  year ended June 30,  1999.  Our
lifestyle  products  business had income from operations of  approximately  $7.7
million for fiscal 1999.

         During  fiscal  year  ended  June 30,  1999,  we  decided  to focus our
operations  on our  newly  acquired  online  travel  services  business  and our
lifestyle  products  businesses.  In order to accomplish the foregoing,  we have
disposed of or closed our  operations in our  industrial  products and packaging
businesses, including L.S. Pressings, Europair and First Strut in the industrial
products business, and Starpak, Pacmatic and Pacforce in the packaging business.

GOVERNMENT REGULATION

         Our  South  African  specialty  food  and  lifestyle  product  business
operations are subject to a number of laws and regulations governing the use and
disposition  of  hazardous  substances,   air  and  water  pollution  and  other
activities that effect the environment. Our management believes that each of our
subsidiaries is in substantial  compliance with applicable South African law and
regulations  and that no  violation of any such law or  regulation  has occurred
which would have a material adverse effect on our financial condition.

EMPLOYEES

         In   addition  to  our   President,   Clive   Kabatznik,   who  devotes
substantially all of his business time to our various businesses,  Leisureplanet
Holdings,  Ltd. has only one full-time salaried employee. Our subsidiary,  First
South African Holdings (Pty.) Ltd. has only three full-time salaried  employees.
Our operating  subsidiaries  currently  employ  approximately  2,300 people.  We
intend to add employees as necessary to meet  management and other  requirements
from time to time.

         Our success  will  depend on our  ability to attract and retain  highly
qualified employees.  We provide performance based and equity based compensation
programs to reward and motivate  significant  contributors  among our employees.
Competition for qualified personnel in the industry is intense.  There can be no
assurance that our current and planned  staffing will be adequate to support our
future  operations  or that  management  will be able to  hire,  train,  retain,
motivate,  and manage  required  personnel.  Although  none of our  employees is
represented by a labor union,  there can be no assurance that our employees will
not join or form a labor union.  We have not  experienced any work stoppages and
consider our relations with our employees to be good.


                                      -15-
<PAGE>


ITEM 2.  PROPERTIES

         Our principal  executive offices are located at Clarendon House, Church
Street,  Hamilton, HM CX, Bermuda,  which space is made available to us pursuant
to a corporate services agreement entered into with a corporate services company
in Bermuda.  The principal  executive  offices of First South  African  Holdings
(Pty.) Ltd. are located in the facilities of Galactex in South Africa.

         LPI Limited,  our online travel services  subsidiary,  has two offices,
one in Cape Town, South Africa and one in Hassrode, Belgium. Our web servers are
located in Atlanta, Georgia and Hassrode, Belgium. Our lease in Cape Town covers
10,000 square feet, costs approximately $120,000 annually and expires in October
2004. Our lease in Hassrode,  Belgium covers  approximately  17,750 square feet,
costs approximately $230,000 annually and expires in April 2009.

         Piemans Pantry  operates from premises and  facilities  that it owns in
Krugersdorp,  South  Africa.  The  facility  has two floors with a total size of
38,000 square feet.

         Astoria  Bakery  leases  approximately  20,000  square feet of space in
Randburg,  South  Africa  for  which  it pays an  annual  rent of  approximately
$100,000 pursuant to a lease expiring in 2006.

         Seemanns Meat Products  operates from premises and  facilities  that it
owns in Randburg,  South  Africa.  These  premises  include a retail  outlet and
comprise approximately 44,000 square feet.

         Gull Foods  operates  from  premises  and  facilities  that it rents in
Bronkhorstspruit,  South Africa.  Such  premises  include  approximately  52,000
square  feet of space.  Rental  cost is  approximately  $62,000 per annum with a
lease term of five years expiring in June 2003.

         Fifers Bakery leases  approximately 18,840 square feet in Isando, South
Africa for which it pays an annual rent of approximately  $288,000 pursuant to a
lease expiring in June 2006.

         Republic   Umbrella   leases   approximately   16,000  square  feet  in
Springfield Park, Kwa Zulu-Natal,  South Africa for which it pays an annual rent
of approximately $322,000 pursuant to a lease expiring in November 2003.

         Galactex Outdoor leases  approximately  10,000 square feet in Route 24,
Meadowdale,  Gauteng,  South  Africa  for  which  it  pays  an  annual  rent  of
approximately $131,000 pursuant to a lease expiring in September 2008.

         SA Leisure  operates  out of an  administration  building  in  Gardens,
Gauteng,  South  Africa  which it owns and which  includes  approximately  2,100
square feet of space.  S.A.  Leisure also  operates out of a 30,000  square foot
leased facility in Isithebe,  Kwa Zulu-Natal,  South Africa for which it pays an
annual rent of  approximately  $361,000  pursuant to a lease expiring in October
2000.

         Our United States  subsidiary,  First South Africa  Management Corp., a
Delaware  corporation  incorporated in 1995, has its principal executive offices
at 1348 Washington  Avenue,  Suite 155, Miami,  Florida 33139. The lease is on a
month to month basis and costs us approximately $2,500 per year.


                                      -16-
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

         Neither we nor any of our subsidiaries is subject to any material legal
proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On April 29, 1999, we held our annual meeting of  shareholders.  At the
annual meeting,  our shareholders elected four directors to serve until the next
annual meeting and until their respective  successors are elected and qualified.
At the annual meeting,  our shareholders also approved a change in our corporate
name from First South Africa  Corp.,  Ltd. to  Leisureplanet  Holdings,  Ltd and
approved the appointment of PricewaterhouseCoopers Inc as our independent public
accountants. The votes for directors were as follows:


                                                           Votes
                                           -------------------------------------
                                              For                      Withheld
                                           ---------                   --------
Michael Levy                               8,341,711                    7,600
Clive Kabatznik                            8,341,711                    7,600
Cornelius Roodt                            8,341,711                    7,600
George Garrick                             8,341,711                    7,600


                                      -17-
<PAGE>


The votes with respect to our name change were as follows:


      For                    Against                  Abstain
---------------           --------------           --------------
   8,336,511                  12,800                    -0-

The votes with respect to the appointment of our independent  public accountants
were as follows:


      For                    Against                  Abstain
---------------           --------------           --------------
   8,338,843                  8,468                    2,000


PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is listed for quotation on the National  Market on the
Nasdaq System under the symbol LPHL. Our units,  redeemable Class A warrants and
redeemable  Class B warrants  are listed for  quotation  on the Nasdaq  SmallCap
Market under the symbols  LPHLU,  LPHLW and LPHLZ,  respectively.  The following
table sets forth,  for the  periods  indicated  the high and low  closing  sales
prices for our common stock,  units,  redeemable Class A warrants and redeemable
Class B warrants as reported by Nasdaq.


                                                    High              Low
                                                    ----              ---
Common Stock
Fiscal 1998
1st Quarter.........................................$8.875            $7.125
2nd Quarter.........................................$9.00             $6.00
3rd Quarter.........................................$7.6875           $5.50
4th Quarter.........................................$8.55             $4.00

Fiscal 1999
1st Quarter.........................................$4.75             $.75
2nd Quarter.........................................$1.6875           $.75
3rd Quarter.........................................$3.25             $1.3125
4th Quarter.........................................$11.875           $1.1875

Fiscal 2000
1st Quarter (through September 17, 1999)............$7.9375           $3.625

Units
Fiscal 1998
1st Quarter.........................................$14.625           $10.00
2nd Quarter.........................................$14.75            $8.625
3rd Quarter.........................................$14.50            $8.25
4th Quarter.........................................$14.00            $6.50

Fiscal 1999
1st Quarter.........................................$8.75             $1.25


                                      -18-
<PAGE>


                                                    High              Low
                                                    ----              ---
2nd Quarter.........................................$2.625            $.75
3rd Quarter.........................................$5.25             $1.00
4th Quarter.........................................$23.5             $2.50

Fiscal 2000
1st Quarter (through September 17, 1999)............$15.00            $7.00

Class A Warrants
Fiscal 1998
1st Quarter.........................................$4.00             $2.00
2nd Quarter.........................................$4.0625           $1.9375
3rd Quarter.........................................$3.40625          $1.75
4th Quarter.........................................$3.6875           $1.03125

Fiscal 1999
1st Quarter.........................................$1.375            $.375
2nd Quarter.........................................$0.625            $0.0625
3rd Quarter.........................................$0.75             $0.0625
4th Quarter.........................................$9.00             $0.4375

Fiscal 2000
1st Quarter (through September 17, 1999)............$4.75             $2.00

Class B Warrants
Fiscal 1998
1st Quarter.........................................$1.9375           $1.00
2nd Quarter.........................................$1.9375           $1.25
3rd Quarter.........................................$1.625            $1.25
4th Quarter.........................................$1.8125           $.9375

Fiscal 1999
1st Quarter.........................................$1.125            $0.625
2nd Quarter.........................................$0.625            $0.125
3rd Quarter.........................................$0.625            $0.125
4th Quarter.........................................$0.3125           $0.125

Fiscal 2000
1st Quarter (through September 17, 1999)............$2.00             $.75

         As of September 17, 1999,  there were  approximately  29 holders of our
common stock,  exclusive of holders  whose shares were held by brokerage  firms,
depositaries and other institutional firms in "street name" for their customers.
As of September  17,  1999,  there were  approximately  8 holders of our Class A
warrants and 5 holders of our Class B warrants.

         We have never  declared or paid any cash  dividends on our common stock
or our Class B common stock. We do not intend to declare or pay any dividends on
our  common  stock or our Class B common  stock in the  foreseeable  future.  We
currently intend to retain future earnings,  if any, to finance the expansion of
our business.



                                      -19-
<PAGE>


         In connection with our agreement with InfoSpace.com,  Inc., on June 30,
1999, we issued a warrant to purchase  720,000  shares of our common stock at an
exercise price of $.01 which warrant will vest in six consecutive quarters.

ITEM 6.   SELECTED FINANCIAL DATA

SELECTED CONDENSED COMBINED FINANCIAL DATA

         The results of our  predecessor  set forth below represent the combined
results of Starpak and L.S.  Pressings,  which are deemed to be our  predecessor
due to the common ownership and control of such entities. The data presented for
Starpak and L.S.  Pressings  was derived  from the  combined  audited  financial
statements of such entities.  We disposed of each of Starpak and L.S.  Pressings
during fiscal year ended June 30, 1999.

         The  results  from March 1, 1995 to June 30, 1995  represent  unaudited
financial  data,  which  data,  in  the  opinion  of  management,  contains  all
adjustments,  consisting only of normal and recurring adjustments, necessary for
a fair  presentation.  The results of such  interim  period are not  necessarily
indicative of the results of a full year.

         Our net  income  after tax for the  fiscal  year  ended  June 30,  1997
includes a net gain of $3,327,478 on the sale of our investment in First SA Food
Holdings, Ltd., as well as a minority interest of $135,224.

         Our net  income  after tax for the  fiscal  year  ended  June 30,  1998
includes a net gain of $2,608,834 on the sale of our investment in First SA Food
Holdings, Ltd., as well as a minority interest of $2,016,791.

         Our net loss after tax for the fiscal year ended June 30, 1999 includes
a net gain of $701,913 on the sale of our investment in First Lifestyle Holdings
Limited,  formerly  known as First SA Food Holdings  Limited,  and a net loss on
disposal of First SA Lifestyle Holdings Limited of $409,040.  First SA Lifestyle
Holdings Limited was sold to First Lifestyle  Holdings Limited during the fiscal
year ended June 30, 1999.  The minority  shareholders'  interest for such fiscal
year amounted to $3,292,802.

         All of the financial data set forth below should be read in conjunction
with the information  appearing under the caption  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."


                                      -20-
<PAGE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS DATA         PREDECESSOR                                 LEISUREPLANET HOLDINGS, LTD.
                                     YEARS ENDED      MARCH 1 TO                    YEARS ENDED JUNE 30,
                                     FEBRUARY 28,      JUNE 30,
                                         1995           1995            1996           1997            1998            1999
                                           $              $               $              $               $              $
<S>                                  <C>              <C>            <C>             <C>             <C>             <C>
Revenues                                      -              -       1,570,888       41,885,913      82,759,698     85,108,795

Total operating expenses                      -              -      (8,198,079)     (38,559,968)    (75,328,804)   (86,806,538)

    Operating (loss)/income                   -              -      (6,627,191)       3,325,945       7,430,894     (1,697,743)

    Interest (expense)/income                 -              -        (351,793)          26,016          98,458     (1,298,438)
Net (loss)/income before tax and
minority interests from
continuing operations                         -              -      (6,965,556)       7,149,970      10,609,251     (1,302,630)
Net (loss)/income from
continuing operations                  (222,558)      (145,216)     (6,743,363)       5,832,922       6,022,885     (7,298,238)
(Loss)/gain from discontinued
operations                              536,440        359,045       1,005,803          850,243     (2,178,473)     (2,433,939)

     Net (loss)/income after tax        313,882        213,829      (5,737,560)       6,683,165       3,844,412     (9,732,177)
(Loss)/income per share (Basic)
- from continuing operations             ($0.40)        ($0.26)         ($3.56)           $1.13           $0.94         ($1.11)
(Loss)/income per share
(Diluted)-from continuing                ($0.40)        ($0.26)         ($3.56)           $1.07           $0.80         ($1.11)
operations
</TABLE>


<TABLE>
<CAPTION>
                            PREDECESSOR                         LEISUREPLANET HOLDINGS, LTD.
BALANCE SHEET DATA          FEBRUARY 28,                                  JUNE 30,
                                1995             1996           1997            1998             1999
                                  $               $              $                $                $
<S>                         <C>               <C>            <C>              <C>              <C>
Total assets                 5,161,709        23,604,994     64,197,149       89,561,459       102,903,830
Long term liabilities        1,123,665         2,361,372     13,341,758       29,507,926        33,598,244
Net working capital          1,366,602         4,624,417     25,357,584       25,648,684        28,278,287
Stockholders'equity          1,828,656        12,792,376     23,220,014       17,299,673         5,254,902
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

BACKGROUND AND HISTORY

         Leisureplanet  Holdings,  Ltd.  (formerly  known as First South  Africa
Corp.,  Ltd.) was  incorporated in September 1995 with the intention of actively
pursuing  acquisitions fitting a pre-defined  investment strategy.  Prior to our
acquisition of LPI Limited, an online travel services company, in February 1999,
the broad  strategy  followed by us in all of our  investment  decisions  was as
follows:

o  Turnover  must be within the range of $5 million - $50  million;
o  Net income must yield a  sustainable  above  average  return  on  investment;
o  Growth  in  turnover  must be  above average and must be sustainable over the
   medium term; and
o  The target must operate in one of the pre-defined industry sectors identified
   by management.


                                      -21-
<PAGE>


         We currently hold,  through our South African  subsidiary,  First South
African  Holdings  (Pty.) Ltd.,  nine South African  subsidiaries  which met the
acquisition  criteria  identified  above.  In  addition,  in February  1999,  we
acquired an 81% stake in LPI Limited,  an online travel services company.  Also,
during fiscal 1999, we disposed of our interests in the industrial  products and
packaging industry segments. Our remaining subsidiaries are listed below and are
engaged in the following industry segments:

         INTERNET AND E-COMMERCE RELATED BUSINESSES

         o        LPI Limited

         LIFESTYLE PRODUCTS

         FOOD DIVISION
         o        Piemans Pantry
         o        Astoria Bakery
         o        Seemanns Meat Products
         o        Gull Foods
         o        Fifers Bakery

         LEISURE DIVISION
         o        SA Leisure
         o        Galactex
         o        Republic Umbrella
         o        Tradewinds Parasol

SOUTH AFRICAN OPERATIONS

         As our  results  are  reported  in US  Dollars,  but our  revenues  are
primarily  generated in South African Rand, the South African inflation rate and
the  depreciation  of the South African Rand against the US Dollar are important
to an understanding  of our results.  In broad terms, if the depreciation of the
South  African  Rand  against  the US Dollar  is in excess of the South  African
inflation  rate,  then we would need to generate South African revenue in excess
of the South African inflation rate to maintain U.S. Dollar parity.  The average
rate for the South African Rand against the US Dollar for the periods  presented
in this report are as follows:

<TABLE>
<CAPTION>

                                                   YEAR ENDED        YEAR ENDED         YEAR ENDED
                                                  JUNE 30, 1999     JUNE 30, 1998      JUNE 30, 1997
<S>                                               <C>               <C>                <C>
Rate of exchange vs $1                                 6.05              4.97              4.53
Depreciation                                           21.7%             9.7%             17.7%


                                                    YEAR ENDED         YEAR ENDED        YEAR ENDED
                                                  JUNE 30, 1999      JUNE 30, 1998     JUNE 30, 1997

South African Rand annual rate of inflation                4.9%          7.2%              8.8%
RESULTS OF OPERATIONS
</TABLE>


                                      -22-
<PAGE>


FISCAL 1999 COMPARED TO FISCAL 1998

         REVENUES.  Revenues  increased  by $2.3  million,  or 2.8%,  from $82.8
million in fiscal 1998 to $85.1 million in fiscal 1999.  Our revenues for fiscal
1999 are  disclosed net of rebates,  discounts  and  allowances of $4.7 million,
which amounts were not  accounted  for in the previous  years due to the lack of
adequate information. Our increase in revenues resulted primarily from growth in
revenues in our lifestyle  business  segment,  which grew by 2.4% in U.S. Dollar
terms,   representing   a  growth  in  South  African  Rand  of  24%,  which  is
significantly  better than inflation.  The increase is also  attributable to the
fact that our fiscal 1998  revenues  only  include  the leisure  division of our
lifestyle  products business for a nine month period.  Finally,  fiscal 1999 has
also seen an  increase  in exports of South  African  manufactured  products  to
European and American destinations.

         COST OF GOODS SOLD.  Cost of goods sold  increased as a  percentage  of
revenues  from  54%  to  69%.  This   increase   primarily   resulted  from  the
reclassification of certain  manufacturing  overhead costs to cost of goods sold
during  fiscal 1999.  Two of our  lifestyle  products  subsidiaries,  one in the
leisure division and one in the food division,  experienced difficulties arising
from poor  inventory  control  during  fiscal 1999,  resulting in a  significant
charge to cost of goods sold.  The  percentage of cost of goods sold to revenues
for  fiscal  1999 was  increased  by the  reduction  of  revenues  for  rebates,
discounts and allowances of $4.7 million, discussed above. Cost of goods sold as
a percentage of revenues for fiscal 1999  excluding  this  reduction  amounts to
66%.

         SELLING,  GENERAL AND  ADMINISTRATIVE  EXPENSES.  Selling,  general and
administrative  expenses  decreased by $3.6 million,  or 13%, from $27.6 million
during fiscal 1998 to $24.0 million during fiscal 1999. This decrease takes into
account the selling,  general and  administrative  expenses of our online travel
services  business.  This decrease is primarily  attributable  to the set off of
rebates, discounts and allowances against revenues, discussed above.

         AMORTIZATION OF INTANGIBLES. Amortization of intangibles increased from
$1.0 million in fiscal 1998 to $1.5 million in fiscal 1999. This increase is due
primarily to the fact that the additional purchase price payments incurred under
various of our  acquisition  agreements  have been allocated to intangibles  and
therefore have been amortized.

         DEPRECIATION.  Depreciation  increased from $1.7 million in fiscal 1998
to $2.1 million in fiscal 1999.  This increase is due primarily to the fact that
we made  various  additions to property,  plant and  equipment in our  lifestyle
products  business to promote our growth.  In addition,  our fiscal 1999 numbers
include the leisure division of our lifestyle  products  business for 12 months,
while our fiscal 1998 numbers only include our leisure division for 9 months.

         FOREIGN CURRENCY LOSS. Foreign currency loss decreased from $415,000 in
fiscal 1998 to $282,000 in fiscal  1999.  This  decrease is due  primarily  to a
lower depreciation of the South African Rand against the U.S.
Dollar during fiscal 1999 than during fiscal 1998.

         GAIN ON DISPOSAL OF  SUBSIDIARY  STOCK.  Gain on disposal of subsidiary
stock  decreased  from $2.6  million in fiscal 1998 to $702,000 in fiscal  1999.
This decrease is due primarily to the fact that we realized  lower proceeds from
the sale of shares in our  subsidiaries  due to the depressed state of the South
African market


                                      -23-
<PAGE>


in fiscal  1999,  and the fact that the shares of our  subsidiary  which we sold
during  fiscal 1999 had a higher  carrying  cost than those sold  during  fiscal
1998.

         OTHER INCOME.  Other income  increased  from $471,000 in fiscal 1998 to
$992,000 in fiscal  1999.  This  increase is due  primarily to the fact that our
fiscal  1999  numbers  include the leisure  division of our  lifestyle  products
business  for 12 months,  while our fiscal 1998 numbers only include our leisure
division for 9 months.

         INTEREST  EXPENSE.  Interest expense increased from net interest income
of  $98,000 in fiscal  1998 to net  interest  expense of $1.3  million in fiscal
1999.  This  increase  was  primarily  due to  the  establishment  of a  capital
redemption  reserve fund during the fiscal 1999 for our  outstanding  increasing
rate  debentures,  combined  with the  redemption of various  debentures  during
fiscal  1999,  each of which  utilized  a  substantial  portion  of our  surplus
reserves and caused a reduction in interest  income earned on our reserves.  The
reserve fund was established because the increasing rate debentures are required
to be redeemed at a premium if certain  specified share prices are not attained.
In addition, we accrued interest expense on our increasing rate debentures for a
full year during fiscal 1999, compared to eight months in fiscal 1998.

         PROVISION FOR TAXES ON INCOME. Our income tax provision  decreased from
$2.6 million in fiscal 1998 to $2.2 million in fiscal  1999.  This  decrease was
primarily due to a decrease in the South African tax rate from 35% to 30% during
fiscal 1999.

         LOSS  FROM   DISCONTINUED   OPERATIONS.   Our  loss  from  discontinued
operations  increased from $2.2 million in fiscal 1998 to $2.4 million in fiscal
1999. Our loss in fiscal 1999 resulted from the discontinuance of our industrial
products  and  packaging  business  segments.  We decided to  discontinue  these
segments since their performance was below average.

         MINORITY INTEREST IN CONSOLIDATED  SUBSIDIARY  COMPANIES.  The minority
interest in our subsidiaries  increased from $2.0 million in fiscal 1998 to $3.3
million in fiscal 1999.  This  increase was  primarily  due to a decrease in our
share holdings of First Lifestyle  Holdings  Limited during fiscal 1999 from 67%
to approximately 51.5%.

         PREFERENCE  DIVIDEND  DECLARED.  During fiscal 1999,  our South African
subsidiary,  First South  African  Holdings  (Pty.)  Ltd.,  declared a preferred
dividend of $496,000.  No such dividend was declared or paid during fiscal 1998.
This dividend was declared for the benefit of the holders of preferred  stock of
First South African  Holdings  (Pty.) Ltd. The preferred stock was issued during
fiscal 1999 to fund our acquisition of LPI Limited.

         NET  (LOSS)/  INCOME.  As a result of the above,  we achieved a loss of
$9.7 million as compared to a profit of $3.8 in fiscal 1998.

FISCAL 1998 COMPARED TO FISCAL 1997

         REVENUES. Revenues for the fiscal 1998 increased $40.9 million, or 98%,
from $41.9 million to $82.8 million. This increase is primarily  attributable to
the acquisition of various  companies  making up the leisure  division,  and the
acquisition  of two  companies  in the  food  division.  The  sales  from  these
companies for fiscal 1998 total $30.8 million.


                                      -24-
<PAGE>


         COST OF SALES. Cost of goods sold for fiscal 1998 increased to 53.8% of
revenues from 53.6% of revenues for the comparative period in the prior year.

         SELLING,   GENERAL  AND  ADMINISTRATIVE  COSTS.  Selling,  general  and
administrative  costs of $27.6 million for fiscal 1998 has increased  from $14.7
million for the  comparative  period in fiscal 1997. This increase is due to the
addition of the leisure division  companies and two additional food subsidiaries
during the 1998 fiscal year.

         GAIN ON DISPOSAL OF SUBSIDIARY  STOCK ON DISPOSAL OF SUBSIDIARY  STOCK.
The gain on disposal of  subsidiary  stock  decreased  to $2.6 million from $3.3
million.  During fiscal 1998,  3.2% of our  investment in First SA Food Holdings
Limited  shares was sold to minorities,  realizing a profit of $2.6 million.  In
fiscal  1997,  the profit was  realized  on the  disposal  of an  effective  30%
interest in First SA Food Holdings Limited.

         INTEREST EXPENSE. Interest income of $98,000 has increased from $26,000
for the  comparative  period in fiscal 1997.  Interest for fiscal 1998  consists
primarily of interest  income  earned on cash  balances and surplus funds in the
processed foods business.

         PROVISION FOR TAXES ON INCOME. Our income tax provision  increased from
$1.2 million in fiscal 1997 to $2.6 million in fiscal  1998.  This  increase was
due primarily to an increase in the  effective  corporate tax rate from 16.5% to
24.2%,  combined with an increase in taxable income while maintaining a relative
constant base of non-taxable income in US Dollar terms.

         LOSS FROM DISCONTINUED  OPERATIONS.  The discontinued industry segments
contributed  income of $850,000  during fiscal 1997,  compared to a loss of $2.2
million  in  fiscal  1998.  The loss in  fiscal  1998 was  primarily  due to the
acquisition  of a loss  generating  subsidiary  which  we  were  unable  to make
profitable.

         NET INCOME. Net income of $3.9 million has decreased from $6.7 million,
a decrease of 42.5% over the comparative  period in fiscal 1997. The decrease is
primarily  attributable  to the factors set forth above  combined with a general
depreciation of the South African Rand against the US Dollar during fiscal 1998.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Our cash increased $2.9 million to $20.8 million at June 30, 1999, from
$17.9 million at June 30, 1998.  This increase was due primarily to funds raised
on the issuance of preferred shares of our South African subsidiary, First South
African Holdings (Pty.) Ltd., and the discontinuance of the industrial  products
and packaging businesses, which were largely cash negative.

         Our working capital increased $2.6 million to $28.3 million at June 30,
1999 from $25.7 million at June 30, 1998. The working  capital  increase was due
primarily  to an  increase  in other  current  assets  and a  decrease  in trade
accounts payable and other payables.

         At June 30, 1999, we had $36.7 million in borrowings,  an increase from
$31.8  million at June 30,  1998.  Our  borrowings  at June 30, 1999 include $10
million  owed  to the  minority  shareholder  of  our  on-line  travel  services
subsidiary,  LPI Limited. Excluding the amount owing to the minority shareholder
of LPI Limited, we reduced our borrowings by $5.1 million during fiscal 1999. We
did so by  redeeming  approximately  55% of our 9%  convertible  debentures  and
through the normal repayment of other loan funds.


                                      -25-
<PAGE>


         Our operations for fiscal 1999, excluding non-cash charges, resulted in
the net  utilization  of cash of $4.6 million.  That cash was used  primarily to
fund our online travel services business.  Investing  activities resulted in the
net  utilization  of an  additional  $5.9  million of cash during  fiscal  1999,
including  the  acquisition  of property,  plant and  equipment of $6.0 million,
additional  purchase price  payments of $3.6 million and the  acquisition of LPI
Limited for $2.4 million.  Our investing  activities were financed  primarily by
the disposal of an additional 8.9% of our ownership of First Lifestyle  Holdings
Limited for $5.7  million and the  issuance of  mandatory  redeemable  preferred
shares of our South  African  subsidiary,  First South African  Holdings  (Pty.)
Ltd., for $9.9 million.  Net cash provided from financing activities amounted to
$9.8  million in fiscal  1999,  which was  primarily  raised by the  issuance of
preferred shares in our South African  subsidiary,  First South African Holdings
(Pty.) Ltd. for $9.9 million.

FUTURE COMMITMENTS

         Under the various  acquisition  agreements  we entered  into  acquiring
certain of our businesses, we anticipate spending approximately $750,000 in cash
on  contingent  payments  over  the  next 12  months,  as well as  approximately
$600,000 in stock.  We anticipate that our cash on hand at June 30, 1999 and our
operating  cash flows will be sufficient to fully fund these  payments.  We also
anticipate that any longer term contingent  acquisition  payments will be funded
out of operating cash flows of our acquired entities.

         Our operating  subsidiaries  generally  collect their receivable within
65-90 days and reserve approximately 5% for doubtful accounts. Historically, our
operating and capital needs have been met by internal cash flow and outside bank
borrowing.  We anticipate that capital  expenditures for the foreseeable  future
can continue to be met by internal cash flow and bank  borrowing.  Our operating
subsidiaries  engage in  certain  foreign  exchange  contracts  with  respect to
certain overseas purchases in order to lock in a specified exchange rate.

         Due to the  nature and stage of growth of our  online  travel  services
business, our online travel services subsidiary, LPI Limited, incurs operational
losses of  approximately  $1.0  million per month with minimal  revenues.  These
costs are  expected to  increase  over the coming  months.  For  example,  under
certain of our strategic agreements such as Lycos, Yahoo!, InfoSpace and Nomade,
we are required to make payments  aggregating  approximately $6 million over the
next  12  months.  We  anticipate  paying  for  these  expenses,  as well as the
anticipated  operating  losses of our online travel services  business,  through
equity financing and/or additional indebtedness.  However, there is no assurance
that we will  be  able  to  raise  any  additional  equity  financing  or  incur
additional indebtedness.

         We intend to continue to pursue an aggressive  acquisition  strategy of
Internet  related  businesses  and in South Africa.  We  anticipate  utilizing a
substantial portion of our excess cash balances and operating cash flows to fund
this  strategy  to  the  extent  that  suitable  acquisition  candidates  can be
identified.  In addition, we may be required to incur additional indebtedness or
raise  equity  financing in  connection  with future  acquisitions.  There is no
assurance  that  we  will be able to  incur  additional  indebtedness  or  raise
additional equity to finance future acquisitions on acceptable terms, if at all.

RECENTLY ISSUED FINANCIAL STANDARDS

         We believe that recently  issued  financial  standards  will not have a
significant  impact on our  results of  operations,  financial  position or cash
flows.


                                      -26-
<PAGE>


YEAR 2000

         Many currently  installed  computer  systems and software  products are
coded to accept or  recognize  only two digit  entries  in the date code  field.
These  systems and software  products  will need to accept four digit entries to
distinguish  21st century dates from 20th century dates.  As a result,  computer
systems  and/or  software used by many companies and  governmental  agencies may
need to be upgraded to comply  with such Year 2000  requirements  or risk system
failure or miscalculations causing disruptions of normal business activities.

         We made a  preliminary  assessment  of the Year 2000  readiness  of our
operating,  financial  and  administrative  systems,  including the hardware and
software  that comprise our systems.  Based on our  preliminary  assessment,  we
believe  that the  significant  risk  that  faces  us  regarding  the Year  2000
readiness  of our  systems  relates to the Year 2000  compliance  of our utility
suppliers, major suppliers,  customers, and bankers. We are currently confirming
the Year 2000  compliance  of each of the  foregoing.  Based on the responses we
have  received,  we believe that our risks have been  adequately  addressed.  In
addition, where possible, we have identified alternative sources of supply where
available.  However,  certain of our existing  suppliers are sole suppliers.  In
addition,  there can be no assurance  that such third party systems will be Year
2000  compliant.  A  failure  to be Year  2000  compliant  could  result in lost
revenues, increased costs or loss of customers and other business interruptions,
all of which could have a material  adverse  effect on our  business,  financial
condition and results of operations.

         The costs  incurred by us to date on Year 2000 readiness have typically
been to replace aging hardware and to upgrade existing  purchased  software.  In
each case where upgraded  software was required,  the upgrade was available from
software  suppliers and those  suppliers  certified Year 2000 compliance of such
software. Our costs incurred to date have not been material.  However, there can
be no  guarantee  that the costs to be incurred  will not be  material  should a
significant Year 2000 compliance problem be subsequently discovered.

         We are  developing  a  contingency  plan  which  will  ensure  that the
production  and  distribution  and the recording of  transactions  will continue
should we have a significant Year 2000 compliance  problem.  For example, we are
able to  temporarily  support a manual  recording  keeping  system should our IT
system fail.  However,  we cannot  guarantee that our contingency  plans will be
sufficient to prevent significant disruption.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We do not ordinarily hold market risk sensitive instruments for trading
purposes.  We do however  recognize  market  risk from  interest  rate,  foreign
currency exchange and commodity price exposure.

INTEREST RATE RISK

         At June 30,  1999,  approximately  $4.3  million of our long term debt,
specifically the borrowings in First Lifestyle Holdings Limited,  was subject to
interest at variable  rates.  Similarly,  our cash  resources  earn  interest at
variable  rates.  Accordingly,  our net  income  and  after  tax cash  flows are
affected by fluctuations  in interest rates.  Assuming the current level of cash
resources  and  borrowings  at  variable  interest  rates  and  assuming  a  two
percentage  point decrease in the average  interest rate under these  borrowings
and cash  resources,  it is estimated that the net effect on interest would be a
reduction in interest  earned of  $330,000,  resulting in a reduction in our net
income and after tax cash flow of  $231,000.  Any  adverse  changes in  interest
rates  would  likely  result in our  taking  action to  mitigate  our  exposure.
However, due to the uncertainty of the actions that we would take and


                                      -27-
<PAGE>


their possible effects,  this analysis assumes no action is taken.  There can be
no assurance  that  decreases  or  increases  in interest  rates will not exceed
possible projections.

FOREIGN CURRENCY RISK

         Our  primary  operations  are  based  in South  Africa  and most of our
economic  activity is  denominated  in South African  Rands.  This exposes us to
market risk with  respect to  fluctuations  in the  relative  value of the South
African Rand against the US Dollar.  Certain of this risk is covered through our
purchase of foreign exchange contracts.

COMMODITY PRICE RISK

         The  lifestyle  products  segment of our business  makes use of several
commodity products.

PROCESSED FOODS

         The main ingredient in many of our processed food products includes raw
produce such as meat, potatoes, vegetables and other staple products. These food
groups are commodities  whose prices are largely dependent on supply and demand.
The supply of these products is also dependent on environmental  factors such as
weather  conditions and rainfall  patterns.  While these price fluctuations will
impact on the input cost of the  products  produced,  these are not  expected to
have a material impact on our profitability due to the pass through of commodity
price increases to customers.

LEISURE PRODUCTS

         The leisure  products  side of our business  make use of processed  raw
materials such as  polypropylene,  as well as natural  resources such as timber.
The price of  polypropylene  is  determined  on an import  parity basis in South
Africa, which means that worldwide surpluses and shortages are factored into the
product pricing. This results in fluctuations of the price of this material from
time to time. These price fluctuations  impact on the per unit input cost of the
products  produced.  We, therefore,  mitigate this risk by entering into pricing
agreements  with suppliers to limit the effects of any adverse  movements in the
commodity price.

         Timber as a natural resource is subject to sustainability  requirements
and is also dependent on  environmental  factors such as weather  conditions and
rainfall  patterns.  The price of timber may  fluctuate  depending on supply and
demand which has an impact on the input price of our products produced. In order
to mitigate this risk we enter into supply  arrangements with suppliers wherever
possible,  including  arrangements  covering  pricing  terms.  In addition,  raw
material input prices may be passed onto customers  where the factors  governing
such price fluctuations are outside of our control.


                                      -28-
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         LEISURE PLANET HOLDINGS LIMITED

               Report of the Independent Auditors

               Consolidated Balance Sheets at June 30, 1999 and 1998

               Consolidated   Statements  of  (Loss)/Income   and  Comprehensive
               (Loss)/Income for the years ended June 30, 1999, 1998 and 1997

               Consolidated  Statements  of Cash Flows for the years  ended June
               30, 1999, 1998 and 1997

               Consolidated Statement of Changes in Stockholders' Investment for
               the period June 30, 1996 to June 30, 1999

               Notes to the  Consolidated  Financial  Statements  for the  years
               ended June 30, 1999, 1998 and 1997


                                      -29-
<PAGE>


                         LEISUREPLANET HOLDINGS, LIMITED

                       REPORT OF THE INDEPENDENT AUDITORS


To the Board of Directors
of Leisure Planet Holdings Limited


In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of (loss)/income  and comprehensive  (loss)/income,  of
cash flows and of  changes in  stockholders'  investment  after the  restatement
described in note 12, present fairly,  in all material  respects,  the financial
position of Leisure Planet  Holdings  Limited and its  subsidiaries  at June 30,
1999 and 1998, and the results of their operations and their cash flows for each
of the  three  years in the  period  ended  June  30,  1999 in  conformity  with
generally accepted accounting  principles in the United States.  These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards in the United States which require that we
plan and  perform the audit to obtain  reasonable  assurance  about  whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers Inc
------------------------------------
PricewaterhouseCoopers Inc
Registered Accountants and Auditors
Chartered Accountants (SA)
Sandton, South Africa
October 12, 1999


                                      -30-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                                   JUNE 30,         JUNE 30,
                                                     1999             1998
                                                                    RESTATED
                                                       $                $

CURRENT ASSETS
     Cash on hand                                   20,813,301      17,948,991
     Trade accounts receivable                      13,388,561      16,871,292
     Less: Allowances for bad debts                   (443,172)       (833,785)
                                                   -----------     -----------
                                                    12,945,389      16,037,507
     Inventories (net)                               9,152,575      11,742,613
     Prepaid expenses and other current assets       5,236,587       1,711,428
     Deferred income taxes                             539,884         377,738
                                                   -----------     -----------
              TOTAL CURRENT ASSETS                  48,687,736      47,818,277

Property, plant and equipment                       30,777,399      31,410,837
Less: Accumulated depreciation                     (11,488,982)    (11,423,572)
                                                   -----------     -----------
                                                    19,288,417      19,987,265

Intangible assets (net)                             34,024,745      20,045,983
Deferred charges (net)                                 868,944       1,448,199
Other assets                                            33,988         261,735
                                                   -----------     -----------
                                                   102,903,830      89,561,459
                                                   ===========      ==========


SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                      -31-
<PAGE>

                         LEISURE PLANET HOLDINGS LIMITED

                           CONSOLIDATED BALANCE SHEETS

                    LIABILITIES AND STOCKHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
                                                                                                           JUNE 30,
                                                                                          JUNE 30,           1998
                                                                                            1999           RESTATED
                                                                                             $                $
<S>                                                                                      <C>              <C>
CURRENT LIABILITIES
     Bank overdraft payable                                                                      -        2,787,965
     Current portion of long term debt                                                   3,088,435        2,256,275
     Trade accounts payable                                                              9,058,811        9,205,092
     Other provisions and accruals                                                       4,618,283        4,506,770
     Dividends payable                                                                   1,870,959          558,185
     Other taxes payable                                                                   558,669        1,064,432
     Income taxes payable                                                                1,214,292        1,790,874
                                                                                       -----------        ---------

              TOTAL CURRENT LIABILITIES                                                 20,409,449       22,169,593

Long term debt                                                                          33,598,244       29,507,926
Deferred income taxes                                                                    1,551,724          907,143
                                                                                        ----------     ------------

                                                                                        55,559,417       52,584,662
                                                                                        ----------       ----------

Minority stockholders' investment                                                       32,198,314       19,677,124

FSAH mandatory redeemable preferred stock                                                9,891,197                -

STOCKHOLDERS' INVESTMENT
Capital stock:
     A class  common  stock,  $0.01 par value -  authorized  23,000,000  shares,
issued
and outstanding 5,383,142 shares (1998: 5,649,224 shares)                                   53,832           56,492

     B class common stock, $0.01 par value - authorized 2,000,000 shares, issued
and
outstanding 946,589 shares (1998: 1,822,500 shares)                                          9,466           18,225

     FSAH B class common stock, R0,001 par value - authorized 10,000,000 shares,
issued and outstanding 2,550,466 shares (1998: 2,307,782 shares)                               580              537

     Preferred stock, $0.01 par value - authorized 5,000,000 shares, issued and
outstanding nil shares                                                                           -                -

     Capital in excess of par                                                           22,971,261       28,288,404

Retained (loss)/earnings                                                                (3,084,700)       6,647,477
                                                                                        ----------      -----------

                                                                                        19,950,439       35,011,135

Foreign currency translation adjustments                                               (14,695,537)     (17,711,462)
                                                                                       ------------     -----------

                                                                                         5,254,902       17,299,673
                                                                                       -----------       ----------
                                                                                       102,903,830       89,561,459
                                                                                       ===========       ==========
</TABLE>


SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                      -32-
<PAGE>


                          LEISUREPLANET HOLDINGS, LTD.

                  CONSOLIDATED STATEMENTS OF (LOSS)/INCOME AND
                           COMPREHENSIVE (LOSS)/INCOME


<TABLE>
<CAPTION>

                                                                                                  YEAR ENDED
                                                                             YEAR ENDED             JUNE 30,            YEAR ENDED
                                                                               JUNE 30,                 1998              JUNE 30,
                                                                                   1999             RESTATED                1997
                                                                                      $                    $                    $
<S>                                                                          <C>                  <C>                  <C>
Revenues                                                                     85,108,795           82,759,698           41,885,913
                                                                             ----------           ----------           ----------
Operating expenses
     Cost of sales                                                           58,874,284           44,525,217           22,438,793
     Selling, general and administrative costs                               24,038,714           27,606,151           14,651,996
     Amortization of intangibles                                              1,515,773            1,042,263              371,635
     Depreciation                                                             2,095,416            1,739,952            1,097,544
     Foreign currency loss                                                      282,351              415,221                    -
                                                                             ----------           ----------           ----------
                                                                             86,806,538           75,328,804           38,559,968
                                                                             ----------           ----------           ----------

Operating (loss)/income                                                     (1,697,743)            7,430,894            3,325,945

Gain on disposal of subsidiary stock                                            701,913            2,608,834            3,327,478
Other income                                                                    991,638              471,065              468,531
Interest (expense)/income                                                   (1,298,438)               98,458               26,016
                                                                             ----------           ----------           ----------

(Loss)/income from consolidated companies before income taxes
and minority interests                                                      (1,302,630)           10,609,251            7,149,970
Provision for taxes on income                                               (2,206,815)          (2,570,111)          (1,181,602)
                                                                             ----------           ----------           ----------
(Loss)/income from continuing operations before minority
interests and preference dividends                                          (3,509,445)            8,039,140            5,966,368
Minority interest in consolidated subsidiary companies                      (3,292,802)          (2,016,255)            (133,446)
Preference dividend                                                           (495,991)                    -                    -
                                                                             ----------           ----------           ----------

(Loss)/income from continuing operations                                    (7,298,238)            6,022,885            5,832,922
(Loss)/gain from discontinued operations                                    (2,433,939)          (2,178,473)              850,243
                                                                             ----------           ----------           ----------
Net (loss)/income                                                           (9,732,177)            3,844,412            6,683,165
Other comprehensive income/(loss):
     Foreign currency translation adjustments                                 3,015,925         (15,183,266)            (639,985)
                                                                            -----------         ------------           ----------

Comprehensive (loss)/income                                                 (6,716,252)         (11,338,854)            6,043,180
                                                                            ===========         ============            =========

Basic (loss)/earnings per share from continuing operations                      ($1.11)                $0.94                $1.13

Basic (loss)/earnings per share from discontinued operations                    ($0.37)              ($0.34)                $0.17
                                                                                -------              -------                -----

Total basic (loss)/earnings per share                                           ($1.48)                $0.60                $1.30
                                                                                -------                -----                -----

Diluted (loss)/earnings per share from continuing operations                   ($1.11)*                $0.80                $1.07

Diluted (loss)/earnings per share from discontinued operations                 ($0.37)*              ($0.23)                $0.15
                                                                               --------              -------                -----

Total diluted (loss)/earnings per share                                        ($1.48)*                $0.57                $1.22

                                                                               --------                -----                -----
*    Additional shares were not considered as the result would be anti-dilutive
</TABLE>



SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                      -33-
<PAGE>



                         LEISURE PLANET HOLDINGS LIMITED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                             YEAR ENDED           YEAR ENDED           YEAR ENDED
                                                                               JUNE 30,             JUNE 30,             JUNE 30,
                                                                                   1999                 1998                 1997
                                                                                                    RESTATED
                                                                                      $                    $                    $
<S>                                                                          <C>                   <C>                  <C>>
Cash flows from operating activities:
     Net (loss)/income                                                      (9,732,177)            3,844,412            6,683,165
     Loss/(income) from discontinued operations                               2,433,939            2,178,473            (850,243)
                                                                            -----------            ---------           ----------
      (Loss)/income from continuing operations                              (7,298,238)            6,022,885            5,832,922
     Adjustments to reconcile (loss)/income to net cash
          (utilized)/generated by operating activities:
        Depreciation and amortization                                         3,611,189            2,782,215            1,469,179
        Deferred income taxes                                                   506,679              255,637              349,543
        Net loss/(gain) on sale of assets                                       303,752            (200,408)            (198,473)
        Net gain on sale of investment in subsidiaries                        (701,913)          (2,608,834)          (3,327,478)
        Net loss/(gain) on minority shares issued in First
          Lifestyle Holdings Limited                                            409,040                (557)                    -
        Vendor earnout settlement                                           (4,527,209)                    -                    -
        Effect of changes in current assets and current                                              421,084
          liabilities                                                         1,855,235                               (2,922,764)
        Minority interest in consolidated subsidiary companies                3,292,802            2,016,255              133,446
        FSAH preference dividends declared                                      495,991                    -                    -
        Change in minorities on capitalization dividend                     (1,076,804)                    -                    -
        Creation of debenture redemption reserve fund                           843,750              562,500                    -
        Loss on other assets                                                    362,090                    -                    -
                                                                            -----------     ----------------    -----------------

Net cash (utilized)/generated by continuing operating activities            (1,923,636)            9,250,777            1,336,375
Net cash (utilized)/generated by discontinued operations                    (2,686,810)          (1,321,483)            1,394,196
                                                                            -----------

Net cash (utilized)/generated by operating activities                       (4,610,446)            7,929,294            2,730,571
                                                                            -----------            ---------            ---------

Cash flows from investing activities:

     Proceeds on disposal of investment in First Lifestyle
       Holdings Limited                                                       5,712,671            4,358,027           16,479,827
     Proceeds on disposal of discontinued operations                             91,718                    -                    -
     Proceeds on minority shares issued in First SA Food
       Holdings Limited                                                               -                6,054                    -
     Additional shares in First Lifestyle Holdings Limited
       acquired                                                               (143,025)                    -                    -
     Additional intangibles acquired                                          (177,398)                    -                    -
     Additions to property, plant and equipment                             (5,968,074)          (5,346,671)          (3,325,153)
     Proceeds on disposal of property, plant and equipment                      740,482            1,226,083            1,182,199
     Additional purchase price payments                                     (3,585,065)          (5,410,628)          (2,023,835)
     Other assets acquired                                                    (171,322)            (229,857)             (42,676)
     Decrease in loans to related companies                                           -                    -               80,969
     Acquisitions of subsidiaries (net of cash of $430,556, 1998:
       $347,052, 1997: $985,410)                                            (2,438,376)         (17,881,676)          (7,073,641)
                                                                            -----------         ------------          -----------

Net cash (used in)/realized by investing activities                         (5,938,389)         (23,278,668)            5,277,690

                                                                            -----------         ------------            ---------
</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                      -34-
<PAGE>


                        LEISURE PLANET HOLDINGS LIMITED

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


                                                                             YEAR ENDED           YEAR ENDED           YEAR ENDED
                                                                               JUNE 30,             JUNE 30,             JUNE 30,
                                                                                   1999                 1998                 1997
                                                                                                    RESTATED
                                                                                      $                    $                   $
<S>                                                                          <C>                  <C>                  <C>
Cash flows from financing activities:

     Net (repayments)/borrowings in bank overdrafts
     Borrowings in long term debt                                              (21,690)              881,244           (1,155,094)
     Redemption of debentures                                                 1,116,733           12,559,148           10,601,298
     Repayments of long term debt                                           (2,630,134)                    -                    -
     Increase in deferred debt issue costs                                            -                    -            (985,630)
     Borrowings in short term debt                                                    -            (875,910)            (853,683)
     Repayments of short term debt                                              863,246            1,065,271              689,682
     Minority shareholders share of issue expenses                                    -                    -            (921,810)
     FSAH preference dividends declared                                        (34,689)              (7,871)                    -
     Proceeds on FSAH mandatory redeemable preferred                          (495,991)                    -                    -
       stock issues
     Proceeds on stock issues                                                 9,891,197                    -                    -
                                                                              1,140,615            3,731,779               27,040
                                                                              ---------            ---------          -----------

Net cash provided in financing activities                                     9,829,287           17,353,661            7,401,803
                                                                              ---------           ----------            ---------

Effect of exchange rate changes on cash                                       3,583,858          (3,944,407)            (202,988)
                                                                              ---------          -----------         ------------
Cash generated/(utilized) by operations                                       2,864,310          (1,940,120)           15,207,076
Cash on hand at beginning of period                                          17,948,991           19,889,111            4,682,035
                                                                             ----------           ----------          -----------

Cash on hand at end of period                                                20,813,301           17,948,991           19,889,111
                                                                             ==========           ==========           ==========
</TABLE>


SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS




                                      -35-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

<TABLE>
<CAPTION>


                                                              Leisure          Leisure
                                                      Planet Holdings  Planet Holdings      First South
                                                              Limited          Limited African Holdings
                                                       A class common   B class common          B class       Capital in
                                                                stock            stock           common        excess of
                                                                                                  stock              par
                                                                    $                $                 $               $
<S>                                                   <C>                <C>            <C>                   <C>
Balance at June 30, 1996                                       22,000           19,425              276       18,518,986

Issuance of stock to FSAC escrow agent                         11,915                -                -                -
Conversion of B class common stock to A class common stock      1,200          (1,200)                -
Issuance of stock to acquire subsidiaries                           -                -              190        4,357,228
Proceeds on warrants exercised                                    246                -                -          159,879
Stock issue expenses written off                                    -                -                -        (145,000)
Net income for the year                                             -                -                -                -
Translation adjustment                                              -                -                -                -
Total comprehensive income                                          -                -                -                -
                                                         ------------       ----------            ----- -----------------

Balance at June 30, 1997                                       35,361           18,225              466       22,891,093

Issuance of stock to FSAC escrow agent                          3,863                -                -                -
Issuance of stock to acquire subsidiaries                       1,429                -               19        1,685,282
Issuance of stock on additional purchase price payments             -                -               52        1,223,274
Proceeds on warrants exercised                                  2,339                -                -        1,517,765
Proceeds on options exercised                                     350                -                -          137,150
Warrant swap out at par value                                  11,738                -                -         (11,738)
Debenture conversion                                            1,412                -                -          845,578
Net income for the year                                             -                -                -                -
Translation adjustment                                              -                -                -                -
Total comprehensive loss                                            -                -                -                -
                                                        -------------    -------------            -----    -------------

Balance at June 30, 1998                                       56,492           18,225              537       28,288,404


Issuance of stock to FSAC escrow agent                          2,434                -                -          (2,434)
Issuance on stock on additional purchase price payments             -                -               43        1,033,572
Conversion of 9% debentures to common stock                     3,207                -                -        1,732,895
Redemption and cancellation of stock from FSAC escrow agent  (15,831)                -                -      (7,117,517)
Redemption and cancellation of stock                          (1,429)                -                -      (1,070,459)
Conversion of B class common stock to A class common stock      8,759          (8,759)                -                -
Options exercised                                                 200                -                -          106,800
Net loss for the year                                               -                -                -                -
Translation adjustment                                              -                -                -                -
Total comprehensive loss                                            -                -                -                -
                                                            ---------        ---------            -----  ---------------

Balance at June 30, 1999                                       53,832            9,466              580       22,971,261
                                                               ======            =====              ===       ==========
</TABLE>


                                      -36-
<PAGE>

<TABLE>
<CAPTION>
                                                                                      Other
                                                                              comprehensive
                                                                                     (loss)
                                                                                    /income
                                                                                  (Foreign
                                                                                   currency
                                                                Retained        translation
                                                                earnings        adjustments)             Total
                                                                    $                $                       $
<S>                                                            <C>              <C>                 <C>
Balance at June 30, 1996                                       (3,880,100)       (1,888,211)        12,792,376

Issuance of stock to FSAC escrow agent                                   -                 -            11,915
Conversion of B class common stock
     to A class common stock                                             -                 -                 -
Issuance of stock to acquire subsidiaries                                -                 -         4,357,418
Proceeds on warrants exercised                                           -                 -           160,125
Stock issue expenses written off                                         -                 -         (145,000)
Net income for the year                                          6,683,165
Translation adjustment                                                             (639,985)
Total comprehensive income                                                                           6,043,180
                                                         ------------------ ----------------         ---------

Balance at June 30, 1997                                         2,803,065       (2,528,196)        23,220,014

Issuance of stock to FSAC escrow agent                                   -                 -             3,863
Issuance of stock to acquire subsidiaries                                -                 -         1,686,730
Issuance of stock on additional purchase price payments                  -                 -         1,223,326
Proceeds on warrants exercised                                           -                 -         1,520,104
Proceeds on options exercised                                            -                 -           137,500
Warrant swap out at par value                                           `-                 -                 -
Debenture conversion                                                     -                 -           846,990
Net income for the year                                          3,844,412
Translation adjustment                                                          (15,183,266)
Total comprehensive loss                                                                          (11,338,854)
                                                        --------------------------------------    ------------

Balance at June 30, 1998                                         6,647,477      (17,711,462)        17,299,673
                                                                                                    ----------

Issuance of stock to FSAC escrow agent                                   -                 -                 -
Issuance on stock on additional purchase price payments                  -                 -         1,033,615
Conversion of 9% debentures to common stock                              -                 -         1,736,102
Redemption and cancellation of stock from FSAC escrow agent  (           -                 -       (7,133,348)
Redemption and cancellation of stock                                     -                 -       (1,071,888)
Conversion of B class common stock to A class common stock               -                 -                 -
Options exercised                                                        -                 -           107,000
Net loss for the year                                          (9,732,177)
Translation adjustment                                                             3,015,925
Total comprehensive loss                                                                           (6,716,252)
                                                            ----------------------------------     -----------

Balance at June 30, 1999                                       (3,084,700)      (14,695,537)         5,254,902
                                                               ===========      ============         =========
</TABLE>


                                      -36A-

<PAGE>

                        LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


1.   ORGANISATION AND PRINCIPAL ACTIVITIES OF THE GROUP

     Leisure Planet Holdings Limited (formerly First South Africa Corp.,  Ltd.),
     (the  "Company")  was  founded on  September  6, 1995.  The  purpose of the
     Company is to acquire and operate South African companies.

     The principal activities of the group include the following:

     LIFESTYLE PRODUCTS

     The  manufacture,  sale and distribution of lifestyle  enhancing  products,
     which includes both  consumable  food products and semi durable outdoor and
     indoor products.

     INTERNET RELATED ACTIVITIES

     The  maintenance  and provision of an Internet  travel  service to Internet
     subscribers,  providing the convenience of one stop travel planning with on
     line booking and flexibility.

     DISCONTINUED OPERATIONS

     During the  current  year the  Company  disposed  of its  interests  in the
     packaging and industrial  manufacturing sectors in an effort to concentrate
     on its core competencies.

2.   ACQUISITIONS AND DISPOSALS

     The following subsidiaries/businesses acquired were accounted for using the
     purchase method of accounting.  The assets and liabilities were recorded at
     fair market value as determined by management:

                                                                  PURCHASE
                                              PERCENTAGE             PRICE
                                                ACQUIRED     CONSIDERATION
SUBSIDIARY/BUSINESS          DATE ACQUIRED             %                 $

Leisure Planet PLC         January 1, 1999            81         2,868,932


                                      -37-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


2.   ACQUISITIONS AND DISPOSALS (CONTINUED)

                                                                       $

Acquisition costs
     Cash consideration (net of cash acquired of $430,556)       2,438,376

Purchase price to be allocated

Summary allocation of purchase price
     Current assets                                                224,907
     Property, plant and equipment                                 307,168
     Goodwill                                                   11,416,020
                                                                ----------
TOTAL ASSETS ACQUIRED                                           11,948,095
                                                                ----------
     Current liabilities                                          (826,938)
     Long term debt                                             (8,682,781)
TOTAL LIABILITIES ASSUMED                                       (9,509,719)
                                                                ----------
                                                                   2,438,37
                                                                -----------

         The  Company is  required  to make  additional  payments  to the former
owners based on a multiple of pre tax earnings. These payments are to be made by
the issue of stock and cash over the next three years.

         Additional  purchase  price payments made during the current year total
$3,585,065. This amount was allocated as follows:



                                                                  $

Goodwill                                                       673,623
Recipes                                                      1,764,606
Trademarks                                                   1,146,836
                                                             ---------
                                                             3,585,065
                                                             ---------

         These  additional  purchase price payments were made and are to be made
as follows:

                                                                   $

Cash                                                         1,114,895
Shares issued in lieu of cash                                  977,233
Amount still to be settled                                   1,492,937
                                                             ---------
                                                             3,585,065
                                                             ---------

During  the  current  year a  decision  was taken to  discontinue  the  non-core
segments  of the  Company,  resulting  in the  disposal  of  the  packaging  and
industrial  manufacturing  business  segments.  This will  enable the Company to
concentrate  on its core  activities  in the  Lifestyle  enhancing  and Internet
travel related businesses.


                                      -38-
<PAGE>



                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

2.   ACQUISITIONS AND DISPOSALS (CONTINUED)

     The following subsidiaries were disposed of by the Company:


<TABLE>
<CAPTION>

                                                                             PROCEEDS
                                                                                   ON
SUBSIDIARY/BUSINESS                                     DATE DISPOSED        DISPOSAL
                                                                                    $
<S>                                                     <C>                  <C>
INDUSTRIAL MANUFACTURING SEGMENT
     Humidair (Pty) Ltd                                  July 1, 1998          58,824
     First Strut (Pty) Ltd                           December 1, 1998               -
     Europair Africa (Pty) Ltd                          March 1, 1999               -
     LS Pressings (Pty) Ltd                               May 1, 1999         495,050

PACKAGING SEGMENT
     Pakmatic Company (Pty) Ltd                         April 1, 1999               -
     Starpak (Pty) Ltd                                  April 1, 1999               -
     Pacforce (Pty) Ltd - cessation of operations       June 30, 1999               -
                                                                            ---------
TOTAL DISPOSAL CONSIDERATION                                                  553,874
                                                                            ---------
</TABLE>


              During  the  current  year the  Company  disposed  of its  Leisure
     interests housed in a separate subsidiary to a fellow subsidiary,  First SA
     Food  Holdings  Limited,  which  subsequently  changed  its  name to  First
     Lifestyle  Holdings  Limited.  The  disposal  was  settled  by the issue of
     additional shares in First Lifestyle Holdings Limited at a determined value
     of $10,342,000.

              Where no disposal proceeds are recorded, the liabilities generally
     exceeded  the  assets  of the  company  concerned,  with the  exception  of
     Europair  Africa and Pakmatic  Company,  where the vendors were required to
     repay shareholders' loans back to the group.


                                                                    $

Assets and liabilities disposed of:
       Current assets (including cash of $462,156)             8,983,186
       Property, plant and equipment                           3,149,176
       Goodwill                                                  901,340
       Other assets                                              124,057
                                                            ------------
TOTAL ASSETS SOLD                                             13,157,759

       Current liabilities                                  (11,510,761)
       Long term debt                                        (1,839,722)
       Deferred taxes                                           (19,351)
       Other liabilities                                         (1,205)
                                                            ------------
TOTAL LIABILITIES SOLD                                      (13,371,039)

Net liabilities disposed                                       (213,280)
                                                            ------------


                                      -39-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

3.   SUMMARY OF ACCOUNTING POLICIES

     The consolidated financial statements have been prepared in accordance with
     US generally accepted  accounting  principles and incorporate the following
     significant accounting policies:

     CONSOLIDATION
     Leisure  Planet   Holdings   Limited,   consolidates   its  majority  owned
     subsidiaries. The consolidated financial statements include the accounts of
     the Company and its subsidiaries.  Minority  interests have been taken into
     account when  determining  the net income due to the Company.  Intercompany
     transactions have been eliminated on consolidation.

     ACCOUNTING ESTIMATES
     Preparation of financial  statements in conformity with generally  accepted
     accounting principles requires management to make estimates and assumptions
     that affect the reported  amounts of assets and  liabilities at the date of
     the  financial  statements,  disclosure of  contingent  liabilities  at the
     financial  statement  date and  reported  amounts of revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     (LOSS)/EARNINGS PER SHARE
     (Loss)/earnings  per share on common  shares is based on net  (loss)/income
     and reflects dilutive effects of any stock options and warrants which exist
     at year end.

     INTANGIBLE ASSETS
     Goodwill, recipes and other intellectual property, and trademarks are being
     amortized  on a straight  line basis over a period of twenty to twenty five
     years. If facts and circumstances were to indicate that the carrying amount
     of  goodwill,  recipes and other  intellectual  property is  impaired,  the
     carrying amount would be reduced to an amount  representing  the discounted
     future cash flows to be generated by the operation.

     Also included in intangible assets are non competition agreements which are
     being  amortized  on a  straight  line  basis over the six year term of the
     agreements.

     The company has adopted Statement of Financial Accounting Standards No. 121
     ("SFAS 121")  "Accounting  for the impairment of Long-Lived  Assets and for
     Long-Lived  Assets to be Disposed Of". No impairments in long-lived  assets
     has taken place.

     FOREIGN CURRENCY TRANSLATION
     The  functional  currency  of the  underlying  companies  in the  Lifestyle
     enhancing  segment  is  that  of  South  African  Rands.  Accordingly,  the
     following rates of exchange have been used for translation purposes:

     Assets and  liabilities are translated into United States Dollars using the
     exchange rates at the balance sheet date.

     Common stock and capital in excess of par are translated into United States
     Dollars using historical rates at date of issuance.


                                      -40-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

3.   SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

     Revenue,  expenses,  gains and losses are  translated  into  United  States
     Dollars using the weighted average exchange rates for each year.

     The  resultant  translation  adjustments  are reported in the  component of
     stockholders'   investment  designated  as  "Foreign  currency  translation
     adjustments".

     FOREIGN ASSETS AND LIABILITIES
     Transactions in foreign currencies arise as a result of inventory purchases
     from foreign countries and intercompany  funding  transactions  between the
     subsidiaries and Leisure Planet Holdings  Limited.  Transactions in foreign
     currencies  are  accounted  for at the rates ruling on  transaction  dates.
     Exchange  gains and losses are charged to the income  statement  during the
     period in which they are incurred.  Foreign  assets and  liabilities of the
     group which are not denominated in United States Dollars are converted into
     United States  Dollars at the exchange  rates ruling at the financial  year
     end or at the rates of forward cover purchased.  Forward cover is purchased
     to cover the currency exposure on foreign liabilities.

     INVENTORIES
     Inventories are valued at the lower of cost and net realizable value, using
     both the first-in, first-out and the weighted average methods. The value of
     work-in-progress  and finished  goods  includes an  appropriate  portion of
     manufacturing overheads. A valuation reserve has been established to reduce
     the values of certain identified inventories  (determined to be obsolete or
     otherwise  impaired) to their  estimated net  realizable  values (market or
     selling price less costs to dispose).

     PROPERTY, PLANT AND EQUIPMENT
     Land is stated at cost and is not depreciated. Buildings are depreciated on
     the straight line basis over estimated useful lives of 20 years.

     Plant  and  equipment,  and  motor  vehicles  are  written  off over  their
     estimated useful lives of 5 to 10 years.

     INCOME TAXES
     Income tax  expense is based on  reported  earnings  before  income  taxes.
     Deferred income taxes represent the impact of temporary differences between
     the amounts of assets and  liabilities  recognized for financial  reporting
     purposes and such amounts  recognized for tax purposes.  Deferred taxes are
     measured by applying currently enacted tax laws.

     FAIR VALUE OF FINANCIAL INSTRUMENTS
     As at June 30, 1999,  the carrying value of accounts  receivable,  accounts
     payable and investments approximate their fair value. The carrying value of
     long term debt approximates fair value, as the debt, other than convertible
     debentures,  interest  rates  are  keyed to the  prime  lending  rate.  The
     convertible debentures are believed to approximate fair market.

     REVENUES
     Revenues  comprise  net  invoiced  sales  of  shipped  Lifestyle  enhancing
     products and Internet travel related commissions. Combined revenues exclude
     sales to group companies.

     Revenues  are  stated net of  allowances  granted  to  customers  and trade
     discounts. Returns of defective product are offset against revenues.


                                      -41-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

     GAIN ON DISPOSAL OF SUBSIDIARY STOCK
     Subsidiary  stock  disposed of during the period is recognized as a gain in
     the  statement of income and is  separately  disclosed  as a non  operating
     gain.

     CASH FLOWS
     For the purposes of the  statements  of cash flows,  cash  includes cash on
     hand and deposits held on notice.

     RECLASSIFICATION
     Certain items in the prior year financial statements have been reclassified
     to conform with the current period presentation.

     RECENTLY ISSUED ACCOUNTING STANDARDS
     In June 1998,  the FASB adopted SFAS No. 133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities."  SFAS No. 133 establishes  accounting
     and  reporting  standards   requiring  that  every  derivative   instrument
     (including certain derivative  instruments  embedded in other contracts) be
     recorded in the balance  sheet as either an asset or liability  measured at
     its  fair  value  and  that  changes  in the  derivative's  fair  value  be
     recognized  currently in earnings unless specific hedge accounting criteria
     are met. Special  accounting for qualifying hedges allows derivatives gains
     and  losses to offset  related  results  on the  hedged  item in the income
     statement and requires that the company must formally  document,  designate
     and assess the effectiveness of transactions that receive hedge accounting.
     SFAS No. 133 is effective for fiscal years  beginning  after June 15, 2000.
     The Company  believes that the future  adoption of this  statement will not
     have a  significant  impact  on the  results  of  operations  or  financial
     position of the Company.

4.   INVENTORIES

     Inventories consist of the following:



                                           JUNE 30,              JUNE 30,
                                               1999                  1998
                                                  $                     $

Finished goods                            4,655,361             7,156,784
Work in progress                            587,544               649,465
Raw materials and ingredients             2,983,298             3,220,748
Supplies                                  1,066,595               959,396
                                          ---------            ----------

Inventories (Gross)                       9,292,798            11,986,393
     Less:  Valuation allowances          (140,223)             (243,780)
                                          ---------            ----------

Inventories (Net)                         9,152,575            11,742,613
                                          =========            ==========

5.   DEFERRED CHARGES

     Represents  the debt issue costs of the 9%  convertible  debentures and the
     increasing  rate debentures  amounting to $1,378,705.  This charge is being
     amortized  over the tenure of the  debenture  issue  (Refer  note 12).  The
     charge for the current year is $287,477.


                                      -42-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


6.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consists of the following:


<TABLE>
<CAPTION>
                                                                JUNE 30,             JUNE 30,
                                                                    1999                 1998
                                                                       $                    $
<S>                                                            <C>                 <C>
Land and buildings                                             2,028,094            2,408,367
Leasehold improvements                                         1,203,152              893,245
Plant and equipment                                           24,570,108           24,314,263
Vehicles                                                       2,508,450            3,382,781
Capital work in progress                                         467,595              412,181
                                                            ------------         ------------
Total cost                                                    30,777,399           31,410,837
Accumulated depreciation                                    (11,488,982)         (11,423,572)
                                                            ------------         ------------
Net book value                                                19,288,417           19,987,265
                                                            ============         ============
Depreciation charge - Continuing operations                    2,095,416            1,739,952
                                                            ============         ============
Depreciation charge - Discontinued operations                    415,537              745,886
                                                            ============         ============
</TABLE>

         Certain  assets of the  company  are  encumbered  as  security  for the
liabilities of the group (Refer note 12).



                                      -43-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


7.   INTANGIBLE ASSETS

     Intangible assets consist of the following:



                                                      JUNE 30,        JUNE 30,
                                                          1999            1998
                                                             $               $

Recipes and other intellectual property             12,405,069      10,223,662
Trademarks                                           5,978,928       5,442,802
Goodwill arising on acquisitions                    16,143,171       5,072,082
Patents                                                104,135         102,379
Development costs                                       46,678          23,505
Non competition agreements                           1,424,309         252,101
                                                     ---------         -------
Total cost                                          36,102,290      21,116,531
Accumulated amortization                           (2,077,545)     (1,070,548)
                                                   -----------     -----------
Net book value                                      34,024,745      20,045,983
                                                    ==========      ==========
Amortization - Continuing operations                 1,515,773       1,042,263
                                                     =========      ==========
Amortization - Discontinued operations                  98,754         110,568
                                                        ======         =======

8.   BANKING FACILITIES

     The group has general short term banking facilities of $6,719,761 available
     in its subsidiary First Lifestyle  Holdings Limited.  These facilities bear
     interest at rates  linked to the prime  lending  rate,  which is  currently
     16.5%,  and are  repayable  on demand.  The terms of these  facilities  are
     generally less than twelve months.

9.   FORWARD EXCHANGE CONTRACTS

     The functional  currency of the Company's major subsidiary is South African
     Rand. Due to the volatility of this currency  against the currencies of the
     South African operations' major trading partners,  forward foreign currency
     exchange  contracts  are  entered  into  which  effectively  result  in the
     purchase of foreign currency at a set value for delivery at a future date.


                                      -44-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

         The following table  summarizes the forward foreign  currency  exchange
contracts in existence at year end:

<TABLE>
<CAPTION>
                                                                                           Foreign          South African
                                                                                          currency                   Rand
                                                             Maturity dates                 amount             Equivalent
<S>                                                        <C>                             <C>                 <C>
US Dollars                                                  July 7, 1999 to
                                                           October 20, 1999                666,000              4,149,000
</TABLE>


10.  DIVIDENDS PAYABLE

<TABLE>
<CAPTION>
                                                             JUNE 30,             JUNE 30,
                                                                 1999                 1998
                                                                    $                    $
<S>                                                         <C>                <C>
Dividends payable to minority shareholders                  1,374,968              558,185

Dividends payable on mandatory redeemable
preference shares                                             495,991                    -
                                                           ----------         ------------

                                                            1,870,959              558,185
                                                            =========         ============
</TABLE>


11.  OTHER TAXES PAYABLE

                                    JUNE 30,             JUNE 30,
                                        1999                 1998
                                           $                    $

Value added taxation                 370,652              752,804
Payroll taxes                        171,052              297,114
Other taxes                           16,965               14,514
                                   ---------           ----------

                                     558,669            1,064,432
                                     =======            =========

                                      -45-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


12.  SHORT AND LONG TERM DEBT



                                                    JUNE 30,        JUNE 30,
                                                        1999            1998
                                                           $               $

LONG TERM DEBT
        9% convertible debentures                  4,495,000       9,153,010
        Increasing rate convertible debentures    15,000,000      15,000,000
        Debenture redemption reserve fund          1,406,250         562,500
        Mortgage loans                               489,503       1,009,204
        Equipment notes                            3,623,319       5,341,740
        Accrued purchase consideration             1,672,607         385,434
        Unsecured notes                                    -         312,313
        Interest free notes                       10,000,000               -
                                                  ----------    ------------

                                                  36,686,679      31,764,201
     Less:   Current portion                     (3,088,435)     (2,256,275)
                                                 -----------    ------------

         TOTAL LONG TERM DEBT                     33,598,244      29,507,926
                                                  ==========      ==========

SHORT TERM DEBT
Current portion of long term debt                  3,088,435       2,256,275
                                                   =========       =========

     9% CONVERTIBLE DEBENTURES
     10,000 9% convertible  debentures of $1,000 were issued in June 1997. These
     debentures are unsecured,  senior and subordinated,  bearing interest at 9%
     per annum, payable quarterly. The debentures are convertible into shares of
     common  stock at any time prior to  maturity  at a price of $6.00 per share
     (fair market value at debenture issue date). The debentures may be redeemed
     at the option of the Company  from June 15, 1999 through June 14, 2003 at a
     redemption premium ranging from 109% to 102.5% of face value,  depending on
     the redemption date.

     The  debentures  have  mandatory  sinking  fund  payments  due in two equal
     instalments  totalling 67% of the  outstanding  fair value on June 15, 2002
     and June 15,  2003,  with the  balance of the issue due at maturity on June
     15, 2004.

     The  Company  has  filed an S - 1  Registration  Statement  for the  shares
     issuable upon conversion.

     The following covenants are in existence:

     A  restriction  has been  placed on the  ability of the  Company to pay any
     dividends  and to repurchase  stock,  except in terms of stock issued under
     escrow agreements to vendors of subsidiaries acquired.

     A restriction has been placed on transactions with affiliates,  whereby all
     transactions  must be no less  favorable  than  those on normal  commercial
     terms.

     The Company may not adopt any plan of liquidation (Bankruptcy).


                                      -46-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

12.  SHORT AND LONG TERM DEBT (CONTINUED)

     During the current financial year 1,924 9% convertible debentures of $1,000
     were converted to shares of common stock and a further 2,734 9% convertible
     debentures of $1,000 were repurchased and cancelled.

     INCREASING RATE CONVERTIBLE DEBENTURES
     15,000  increasing  rate  convertible  debentures  of $1,000 were issued on
     October 31, 1997.

     These  debentures  bear  interest at the  following  rates which is payable
     quarterly:

     4% per annum for the year ending October 31,1998 4.5% per annum for the two
     years ending  October 31, 2000 5% per annum for the year ending October 31,
     2001

     The  debentures  are  convertible  into shares of common  stock at any time
     prior to  maturity  at a price of $9.50 per share.  The  debentures  may be
     redeemed  at the  option  of the  Company  from  October  31,  1998  if the
     Company's  common  stock  trades  at more  than  $14.25  per  share  for 30
     consecutive market days. Should the debentures not be converted into shares
     of  common  stock  prior to  October  31,  2001,  the  maturity  date,  the
     redemption value of the debentures will be 122.5% of the principal amount.

     The following covenants are in existence:

     A  restriction  has been  placed on the  ability of the  Company to pay any
     dividends  and to repurchase  stock,  except in terms of stock issued under
     escrow agreements to vendors of subsidiaries acquired.

     A restriction has been placed on transactions with affiliates,  whereby all
     transactions  must be no less  favorable  than  those on normal  commercial
     terms.

     The Company may not adopt any plan of liquidation (Bankruptcy).

     DEBENTURE REDEMPTION RESERVE FUND
     In terms of the tenure of the  increasing  rate  convertible  debentures  a
     redemption  reserve fund has been created to cater for the premium required
     on the redemption of those  debentures on October 31, 2001.  This debenture
     redemption  reserve fund is being  created on the straight  line basis over
     the remaining period of the debenture tenure.

     The Company originally believed that the debentures would be converted into
     shares of common stock and did not record  interest  expense to accrete the
     debentures up to their redemption  value. In fiscal 1999, it was determined
     that  it is  more  appropriate  to  accrete  the  debentures  up  to  their
     redemption value. Accordingly,  the financial statements for the year ended
     June 30, 1998 have been  restated to include  accretion on the  debentures.
     The effect of the  restatement was to increase  interest  expense in fiscal
     1998 by $562,500,  which reduced net income from continuing  operations and
     basic earnings per share from continuing operations to $6,022,885 and $0.94
     respectively.

     MORTGAGE LOANS
     Mortgage loans are  collateralized  by first and second mortgage bonds over
     property with a net book value of $1,818,683.  These loans are repayable in
     equal monthly instalments and equal annual instalments over periods ranging
     from five to twenty years and bear  interest at rates ranging from 14.5% to
     17.5%.  Generally these interest rates are linked to the prime lending rate
     which is currently at 16.5%.


                                      -47-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

     EQUIPMENT NOTES
     Equipment  notes are  collateralized  over  movable  assets with a net book
     value of $16,010,390.  These loans are generally repayable in equal monthly
     instalments over a maximum period of five years.  These loans bear interest
     at rates ranging from 7% to 1.75% above the prime  lending  rate,  which is
     currently 16.5%.

     ACCRUED PURCHASE CONSIDERATION
     Represents  guaranteed minimum payments to the previous vendors of Pakmatic
     Company and Fifers Bakery which are only payable at fixed dates in terms of
     the agreements  entered into with those vendors and  calculated  additional
     purchase   price  payments  based  on  the  attainment  of  certain  profit
     warranties in Astoria Bakery and Gull Foods.

     INTEREST FREE NOTES
     Represents  loan funds due to the minority  shareholders  of Leisure Planet
     PLC. This amount is interest free and is only repayable when and if Leisure
     Planet PLC produces positive earnings.


                                      -48-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


12.  SHORT AND LONG TERM DEBT (CONTINUED)

     The  following  is a schedule  of  repayments  of long term debt by year of
repayment:



YEAR ENDING JUNE 30,                                      $

2000                                              3,088,435
2001                                              2,064,209
2002                                             17,931,599
2003                                              1,867,675
Thereafter                                       11,734,761

13.  FSAH MANDATORY REDEEMABLE PREFERRED STOCK

                                                 June 30,             June 30,
                                                     1999                 1998
                                                        $                    $

FSAH mandatory redeemable preferred stock       9,891,197                    -
                                                =========             ========

     Represents  60,000,000  authorized,   issued  and  outstanding,   mandatory
     redeemable  preferred stock of R0,001 each issued at a premium of R0,999 by
     FSAH, the wholly owned South African  subsidiary of Leisure Planet Holdings
     Limited. This stock was issued on April 16, 1999 and is redeemable on April
     17,  2002 at 100% of the  issue  price,  including  the  share  premium  on
     issuance,  and earns a  preference  dividend of the greater of the dividend
     declared by First Lifestyle  Holdings Limited,  a subsidiary of FSAH, which
     is  listed  on  the  Johannesburg  Stock  Exchange,  or  R2,727,272,  which
     represents 10% of the number of shares ceded to the preference shareholders
     as security for the preference  share debt. The preference stock is secured
     by a cession of shares in First Lifestyle  Holdings Limited to the value of
     R60,000,000.

14.  OPERATING LEASES

     The group has  several  operating  leases  over land and  buildings.  These
     leases generally expire within the next five years.  These leases generally
     contain renewal options at the fair market value at the date of renewal.

     In most cases,  management  expects that in the normal  course of business,
     leases will be renewed or replaced by other leases.


                                      -49-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


     The  following is a schedule of future  minimum  rental  payments  required
     under operating leases that have initial or remaining non-cancellable lease
     terms in excess of one year as of June 30, 1999:

YEAR ENDING JUNE 30,                                              $

2000                                                          1,227,294
2001                                                          1,291,217
2002                                                          1,383,904
2003                                                          1,028,769
Thereafter                                                    2,038,699

     The following  schedule  shows the  composition of total rental expense for
     all operating leases except those with terms of a month or less:

                                  YEAR ENDED     Year ended    Year ended
                                    JUNE 30,       June 30,      June 30,
                                        1999           1998          1997
                                           $              $             $

Minimum rentals                    1,070,224      1,615,875       614,450
                                   =========      =========       =======

15.  GAIN ON DISPOSAL OF SUBSIDIARY STOCK

     The Company  sold an  effective  8.9% of its  interest  in First  Lifestyle
     Holdings Limited during the current year.

     The  gain  on  disposal  recognized  in  the  consolidated   statements  of
     (loss)/income and comprehensive (loss)/income is made up as follows:

<TABLE>
<CAPTION>
                                                                       YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                                         JUNE 30,            JUNE 30,            JUNE 30,
                                                                             1999                1998                1997
                                                                                $                   $                   $
<S>                                                                   <C>                 <C>                <C>
Proceeds received                                                       5,712,671           4,358,027          16,479,827
     Less: Net carrying value of shares of First Lifestyle
Holdings Limited                                                      (5,010,758)         (1,749,193)        (13,152,349)
                                                                      -----------         -----------        ------------

Net gain on sale of investment in subsidiary company                      701,913           2,608,834           3,327,478
                                                                      ===========           =========         ===========
</TABLE>

16.  OTHER INCOME

     Other income includes profit on disposal of assets, proceeds from insurance
     claims and commissions received.


                                      -50-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                  YEAR ENDED           YEAR ENDED           YEAR ENDED
                                                    JUNE 30,             JUNE 30,             JUNE 30,
                                                        1999                 1998                 1997
                                                           $                    $                    $
<S>                                               <C>                  <C>                  <C>
Profit on disposal of assets                               -               25,344              198,473
Profit on sale of foreign exchange contract                -               81,000                    -
Decentralization benefits                            355,554              164,992                    -
Discounts received                                   285,994                    -                    -
Export rebates                                       202,156                    -                    -
Other                                                147,934              199,729              270,058
                                                     -------              -------              -------

                                                     991,638              471,065              468,531
                                                     =======              =======              =======
</TABLE>

17.  INCOME TAXES

     Income taxes are accounted for under  Statement of Financial  Standards No.
     109  "Accounting  for Income  Tax"  ("SFAS  109"),  an asset and  liability
     method.  SFAS 109  requires  the  recognition  of  deferred  tax assets and
     liabilities  for  the  expected   future  tax   consequences  of  temporary
     differences  between  the tax bases and  financial  reporting  bases of the
     company's  assets and  liabilities.  In  addition,  SFAS 109  requires  the
     recognition   of  future  tax   benefits   such  as  net   operating   loss
     carryforwards,  to the extent  realization  of such  benefit is more likely
     than not.


                                      -51-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

17.  INCOME TAXES (CONTINUED)

         The provision for income taxes charged to continuing  operations was as
follows:

<TABLE>
<CAPTION>
                                                        YEAR ENDED      YEAR ENDED     YEAR ENDED
                                                          JUNE 30,        JUNE 30,       JUNE 30,
                                                              1999            1998           1997
                                                                 $               $              $
<S>                                                      <C>             <C>           <C>
Current:
         South African normal taxation                   1,574,099       2,267,212        923,713
         Foreign normal taxation                            81,939               -         62,345
                                                        ----------     -----------       --------
                      TOTAL CURRENT TAXES                1,656,038       2,267,212        986,058
                                                         ---------       ---------        -------
Deferred:
         South African normal taxation                     497,045         277,759        195,544
                                                        ----------       ---------      ---------
                      TOTAL DEFERRED TAXES                 497,045         277,759        195,544
                                                        ----------         -------     ----------
Secondary tax on companies:
         South African normal taxation                      53,732          25,140              -
                                                        ----------      ----------     ----------
                      TOTAL OTHER TAXES                     53,732          25,140              -
                                                        ----------      ----------     ----------
PROVISION FOR TAXES ON INCOME                            2,206,815       2,570,111      1,181,602
                                                         =========       =========      =========
</TABLE>

     Deferred tax liability at June 30, is comprised of the following:

                                                    JUNE 30,        JUNE 30,
                                                        1999            1998
                                                           $               $

Property, plant and equipment                      1,551,724         907,143
Prepaid expenditure                                   42,125          52,390
                                                 -----------        --------
         Gross deferred tax liabilities            1,593,849         959,533
                                                   ---------         -------
Accruals                                                   -       (133,185)
Assessable losses                                  (582,009)       (296,943)
                                                   ---------       ---------
         Gross deferred tax assets                 (582,009)       (430,128)
                                                  ----------       ---------
NET DEFERRED TAX LIABILITY                         1,011,840         529,405
                                                   =========         =======


                                      -52-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

     The net deferred tax liability is split into a current asset and a non
current liability as follows:



                                                  $                    $

Non current liability                     1,551,724              907,143
Current asset                             (539,884)            (377,738)
                                         ----------
NET DEFERRED TAX LIABILITY                1,011,840              529,405
                                          =========              =======

17.  INCOME TAXES (CONTINUED)
     The  principle  activities  of the  Company  are  based  in  South  Africa.
     Accordingly a tax rate  reconciliation  for the South African operations is
     prepared after excluding  taxation payable at First South Africa Management
     Corp., Ltd of $1,219 and taxation payable in Leisure Planet PLC of $26,988.
     The Company is a Bermuda registered corporation where there are no tax laws
     applicable;  accordingly,  the net loss of Leisure  Planet PLC, First South
     Africa  Management   Corp.,Ltd  and  Leisure  Planet  Holdings  Limited  of
     $8,685,662 have been excluded from the tax rate reconciliation.

     The  provision  for taxes on income  differs  from the amount of income tax
     determined by applying the applicable  South African  statutory  income tax
     rate to  pre-tax  income  from  continuing  operations  as a result  of the
     following differences:


<TABLE>
<CAPTION>

                                                                     YEAR ENDED           YEAR ENDED           YEAR ENDED
                                                                       JUNE 30,             JUNE 30,             JUNE 30,
                                                                           1999                 1998                 1997
                                                                              %                    %                    %
<S>                                                                  <C>                  <C>                  <C>
South African statutory tax rate                                           30.0                 35,0                 35.0

Disallowable expenditure                                                   20.5                  2.6                  1.3
Creation of assessable losses                                               6.5                  1.7                  3.2
Non taxable income - profit on sale of investment                        (20.8)               (11.2)               (12.9)
Non taxable income                                                            -                (7.6)                (1.1)
Foreign tax rate differential                                             (0.8)                (0.7)                (0.9)
Capital allowances                                                            -                    -                (7.7)
Unprovided timing differences                                             (2.5)                    -                    -
Deferred tax rate change                                                  (0.3)                    -                    -
Secondary tax on companies                                                  0.8                    -                    -
Provision in respect of previous years                                    (2.4)                    -                    -
Other                                                                         -                  0.5                (0.4)
                                                                         ------                 ----                -----

                                                                           31.0                 20.3                 16.5
                                                                           ====                 ====                 ====
</TABLE>

18.  DISCONTINUED OPERATIONS

     During the current fiscal year the Company  discontinued  its operations in
     the Industrial  manufacturing  and Packaging  business segments in order to
     concentrate  all of  its  efforts  on  its  core  operations  of  Lifestyle
     enhancing products and Internet travel related businesses.


                                      -53-
<PAGE>



                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

     The  businesses  disposed  of, or where the  operations  have ceased are as
follows:

     INDUSTRIAL MANUFACTURING
     Humidair (Pty) Ltd
     First Strut (Pty) Ltd
     Europair Africa (Pty) Ltd
     LS Pressings (Pty) Ltd

     PACKAGING
     Starpak (Pty) Ltd
     Pakmatic (Pty) Ltd
     Pacforce (Pty) Ltd - cessation of operations

     In addition,  the Company ceased the  development of the processed food pie
     business in markets outside of South Africa. This resulted in the write off
     of the cost of investment of $362,090, which is included below.

     The following summarizes the results of the discontinued operations:


<TABLE>
<CAPTION>

                                                                       YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                                         JUNE 30,            JUNE 30,            JUNE 30,
                                                                             1999                1998                1997
                                                                                $                   $                   $
<S>                                                                   <C>                 <C>                <C>
Revenue                                                                18,492,864          30,648,652          24,690,018
Cost of sales                                                        (13,805,507)        (23,979,748)        (15,430,962)
Selling, general and administrative                                   (5,383,057)         (8,040,783)         (7,143,432)
                                                                     ------------         -----------         -----------

Operating (loss)/income                                                 (695,700)         (1,371,879)           2,115,624
Other income                                                               56,083             315,828                   -
Interest expense                                                        (729,308)         (1,125,123)           (884,083)
                                                                      -----------         -----------         -----------

(Loss)/income before income taxes and minority                        (1,368,925)         (2,181,174)           1,231,541
interests                                                                (90,066)            (12,420)           (390,447)
                                                                     ------------      --------------         -----------
Provision for taxes on income

                                                                      (1,458,991)         (2,193,594)             841,094
Minority shareholders' interest                                                 -               (536)             (1,778)
                                                                     ------------      --------------         -----------

Net (loss)/income before equity earnings                              (1,458,991)         (2,194,130)             839,316
Equity in net earnings of affiliated companies                                  -              15,657              10,927
                                                                -----------------        ------------           ---------

Net (loss)/income from discontinued operations                        (1,458,991)         (2,178,473)             850,243
Loss on disposal of discontinued operations                             (612,858)                   -                   -
Write off of development costs incurred on processed
food pie business                                                       (362,090)                   -                   -
                                                                        ---------   -----------------      --------------

Net (loss)/gain on discontinued operations                            (2,433,939)         (2,178,473)             850,243
                                                                      ===========         ===========          ==========
</TABLE>

Interest   expense   represents  the  actual  interest  costs  incurred  by  the
discontinued operations.



                                      -54-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

19.  (LOSS)/EARNINGS PER SHARE

     (Loss)/earnings per share data is calculated as follows:


<TABLE>
<CAPTION>
BASIC LOSS PER SHARE FOR THE YEAR ENDED JUNE 30,                                                                         $
1999
<S>                                                                  <C>                  <C>                    <C>
Net loss available to common stockholders from                                                                 (7,298,238)
continuing operations
Net loss available to common stockholders from                                                                 (2,433,939)
                                                                                                              ------------
discontinued operations                                                                                        (9,732,177)
Total net loss

                                                                           SHARES         FRACTION OF             WEIGHTED
DATES OUTSTANDING                                                     OUTSTANDING              PERIOD              AVERAGE
                                                                                                                    SHARES

July 1, 1998                                                            7,472,324                1.00            7,472,324
JULY 1, 1998 TO JUNE 30, 1999
       Additional purchase price payments                                 242,684                0.75              182,179
       Escrow shares and ordinary shares repurchased
         and cancelled during the year                                (1,725,977)                0.73          (1,259,251)
       Options converted to shares during the year                         20,000                0.25                4,932
       Debentures converted into shares during the                        320,700                0.46              148,307
                                                                        ---------                               ----------
         year

WEIGHTED AVERAGE SHARES                                                 6,329,731                                6,548,491
                                                                        =========                                =========
</TABLE>




                                      -55-
<PAGE>



                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
19.  (LOSS)/EARNINGS PER SHARE (CONTINUED)
<S>                                                                            <C>           <C>                  <C>
BASIC EARNINGS PER SHARE FOR THE YEAR ENDED JUNE 30,                                                                        $
1998

Net income available to common stockholders from                                                                    6,022,885
continuing operations
Net loss available to common stockholders from                                                                    (2,178,473)
                                                                                                                  -----------
discontinued operations                                                                                             3,844,412
Total net income

                                                                              SHARES         FRACTION OF             WEIGHTED
DATES OUTSTANDING                                                        OUTSTANDING              PERIOD              AVERAGE
                                                                                                                       SHARES

July 1, 1997                                                               5,359,615                1.00            5,359,615
JULY 1, 1997 TO JUNE 30, 1998
        Additional purchase price payments                                   290,394                0.15               42,884
        Acquisition of subsidiaries                                          238,848                0.46              109,220
        Warrants converted to shares during the year                         233,826                0.83              194,549
        Options converted to shares during the year                           35,000                0.39               13,616
        Warrants swapped into shares during the year                       1,173,476                0.59              697,608
        Debentures converted into shares during the year                     141,165                0.05                7,489
                                                                          ----------                              -----------


WEIGHTED AVERAGE SHARES                                                    7,472,324                                6,424,981
                                                                           =========                                =========


BASIC EARNINGS PER SHARE FOR THE YEAR ENDED JUNE 30,                                                                        $
1997

Net income available to common stockholders from                                                                    5,832,922
continuing operations
Net income available to common stockholders from                                                                      850,243
                                                                                                                   ----------
discontinued operations                                                                                             6,683,165
Total net income

                                                                              SHARES         FRACTION OF             WEIGHTED
DATES OUTSTANDING                                                        OUTSTANDING              PERIOD              AVERAGE
                                                                                                                       SHARES

July 1, 1996                                                               4,475,079                1.00            4,475,079
JULY 1, 1996 TO JUNE 30, 1997
         Acquisition of subsidiaries                                         702,006                0.71              496,653
         Additional purchase price payments                                  157,895                0.25               39,474
         Warrants not exercised at year end                                  124,544                1.00              124,544
         Warrants converted to shares during the year                         24,635                0.17                4,106
                                                                          ----------                              -----------

WEIGHTED AVERAGE SHARES                                                    5,484,159                                5,139,856
                                                                           =========
</TABLE>



                                      -56-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


19.  (LOSS)/EARNINGS PER SHARE (CONTINUED)

DILUTED LOSS PER SHARE FOR THE YEAR ENDED JUNE 30,                $
1999

Net loss available to common stockholders from          (7,298,238)
continuing operations                                     2,258,044
                                                        -----------
Add impact of assumed conversions                       (5,040,194)

Net loss available to common stockholders from          (2,433,939)
discontinued operations

ADJUSTED NET LOSS                                       (7,474,133)

Weighted average shares                                   6,548,491
Warrants and options not yet exercised                       41,252
9% convertible debentures                                   945,618
Increasing rate debentures                                1,578,947
                                                          ---------

ADJUSTED WEIGHTED AVERAGE SHARES                          9,114,308
-------------------------------------------------------------------

     The adjusted  weighted  average  number of shares and the adjusted net loss
     available  to common  stockholders  has not been taken into  account as the
     result achieved is anti-dilutive.



DILUTED EARNINGS PER SHARE FOR THE YEAR ENDED JUNE                    $
30, 1998

Net income available to common stockholders from
continuing operations                                            6,022,885
Add impact of assumed conversions                                1,646,170
                                                                 7,669,055
Net loss available to common stockholders from
discontinued operations                                        (2,178,473)

ADJUSTED NET INCOME                                              5,490,582

Weighted average shares                                          6,424,981
Warrants and options not yet exercised                             502,279
9% convertible debentures                                        1,659,178
Increasing rate debentures                                       1,046,865
                                                                ----------

ADJUSTED WEIGHTED AVERAGE SHARES                                 9,633,303
                                                                ----------


                                      -57-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


DILUTED EARNINGS PER SHARE FOR THE YEAR ENDED JUNE                         $
30, 1997

Net income available to common stockholders from
continuing operations                                              5,832,922
Add impact of assumed conversions                                    124,761
                                                                   5,957,683
Net income available to common stockholders from
discontinued operations                                              850,243

ADJUSTED NET INCOME                                                6,807,926

Weighted average shares                                            5,139,856
Warrants and options not yet exercised                               176,518
9% convertible debentures                                            278,539
                                                                   ---------

ADJUSTED WEIGHTED AVERAGE SHARES                                   5,594,913
                                                                   ---------

20.  CASH FLOWS

     The changes in assets and liabilities consist of the following:

<TABLE>
<CAPTION>

                                                                         YEAR ENDED           YEAR ENDED           YEAR ENDED
                                                                           JUNE 30,             JUNE 30,             JUNE 30,
                                                                               1999                 1998                 1997
                                                                                  $                    $                    $
<S>                                                                      <C>                   <C>                 <C>
(Increase)/decrease in trade accounts receivable                        (1,609,848)            1,251,842          (2,788,051)
(Increase)/decrease in inventories                                      (1,257,940)            (956,318)          (3,158,181)
Increase in prepaid expenses and other current assets                   (3,758,667)            (169,887)            (368,252)
Decrease/(increase) in income taxes prepaid                                       -               17,037              (9,990)
Increase/(decrease) in trade accounts payable                             2,139,821          (1,550,592)            1,872,035
Increase in other provisions and accruals                                 5,398,166                    -                    -
Increase in dividends payable                                             1,315,222              656,147            1,096,189
Increase in other taxes payable                                               8,482              676,319              656,088
(Decrease)/increase in income taxes payable                               (380,001)              496,536            (222,602)
                                                                          ---------              -------          -----------
                                                                          1,855,235              421,084          (2,922,764)
                                                                          =========              =======          ===========
</TABLE>


                                      -58-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                         Year ended           Year ended           Year ended
                                                                           June 30,             June 30,             June 30,
                                                                               1999                 1998                 1997
                                                                                  $                    $                    $
<S>                                                                      <C>                  <C>                  <C>
Supplemental disclosure of cash flow information:

Acquisition of subsidiaries is reconciled to the purchase  consideration  of the
subsidiaries/businesses as follow:

Purchase consideration of subsidiaries/businesses                       (2,868,932)         (23,578,560)         (11,722,044)
     Add:    Debts assumed                                                        -                    -            (694,425)
     Less:   Minority shareholders interest in
             companies acquired                                                   -            3,663,102                    -
     Less:   Cash acquired                                                  430,556              347,052              985,410
                                                                        -----------        -------------         ------------
                                                                        (2,438,376)         (19,568,406)         (11,431,059)
     Less:   Stock issued in lieu of cash                                         -            1,686,730            4,357,418
                                                                        -----------          -----------           ----------
                                                                        (2,438,376)         (17,881,676)          (7,073,641)
                                                                        ===========         ============          ===========

Interest paid                                                             1,298,438              464,165              858,067
                                                                          =========              =======              =======

Taxes paid                                                                2,099,029            1,532,677            1,513,166
                                                                          =========            =========            =========

Non cash movement on debentures converted to
common stock during the year                                              1,924,200              846,990                    -
                                                                          =========              =======      ===============
</TABLE>

21.  EMPLOYMENT BENEFITS

     The group  participates  in various  retirement  benefit  funding plans and
     health plans for the benefit of its employees.

     All of the retirement  benefit funds are defined  contribution plans and by
     nature of the funds there can be no unfunded  obligations or responsibility
     on the employer.  The only  obligation of the group is the  contribution to
     these plans which generally  ranges from 6% to 9% of the employees'  annual
     earnings.

     Amounts  charged to pension  costs and  contributed  by the  Company to the
     funds were as follows:



                                YEAR ENDED      YEAR ENDED      YEAR ENDED
                                  JUNE 30,        JUNE 30,        JUNE 30,

                                      1999            1998            1997
                                         $               $               $

Pension costs                      389,141         629,216         497,788
                                   =======         =======         =======

     The group and employees  participate  in various health plans which provide
     medical cover for employees on an annual basis. Neither the health plan nor
     the group are liable for post retirement medical costs. The


                                      -59-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997



     contributions  to the health plan are borne equally by the employee and the
     group except for a few salaried  employees where the Company is responsible
     for 100% of the  contribution.  The Company has no liability for employees'
     medical costs in excess of the contributions to the health plan.

     Amounts charged to health plan costs and contributed by the Company were as
     follows:



                             YEAR ENDED         YEAR ENDED         YEAR ENDED
                               JUNE 30,           JUNE 30,           JUNE 30,
                                   1999               1998               1997
                                      $                  $                  $

Health plan costs               355,655            391,460            336,706
                                =======            =======            =======

22.      BUSINESS SEGMENT INFORMATION

         In June 1997,  SFAS 131,  "Disclosures  about segments of an enterprise
         and related  information"  was issued effective for fiscal years ending
         after  December 15,  1998.  This  statement  allows and the company has
         chosen the early adoption of this statement for the year ended June 30,
         1998.

         The Company's  reportable  segments are strategic  business  units that
         offer different products and services. These business units are managed
         separately as each unit is in a different  technological  and marketing
         field.  The Company has two  reporting  segments:  Lifestyle  enhancing
         products and Internet related businesses.  The company manufactures and
         distributes  lifestyle enhancing products,  including food products and
         semi  durable  outdoor  and  indoor  products   through  its  Lifestyle
         enhancing   products  segment  and  provides  Internet  related  travel
         services through its Internet related business.  The aggregation method
         has been applied in determining the reported segments.

         No geographical  segmental analysis is presented as, with the exception
         of Leisure  Planet  PLC,  all revenue is derived  from a South  African
         source.


                                      -60-
<PAGE>



                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997



         Summarized  financial  information  by  business  segment for the years
         ended June 30, 1999, 1998 and 1997 is presented.


<TABLE>
<CAPTION>
                                                  YEAR ENDED           YEAR ENDED           YEAR ENDED
                                                    JUNE 30,             JUNE 30,             JUNE 30,
                                                        1999                 1998                 1997
                                                           $                    $                    $
<S>                                               <C>                  <C>                  <C>
Revenues:
         Internet related businesses                 164,486                    -                    -
         Lifestyle enhancing products             84,944,309           82,759,698           41,885,913
                                                  ----------           ----------           ----------
                                                  85,108,795           82,759,698           41,885,913
                                                  ----------           ----------           ----------
Operating (loss)/income:
         Internet related businesses             (6,389,016)                    -                    -
         Lifestyle enhancing products             12,540,093            8,066,278            4,782,675
         Corporate expenses                      (7,848,820)            (635,384)          (1,456,730)
                                                 -----------            ---------        -------------
                                                 (1,697,743)            7,430,894            3,325,945
                                                 -----------            ---------            ---------
Total assets:
         Internet related businesses              13,826,446                    -                    -
         Lifestyle enhancing products             78,570,047           51,009,887           41,037,271
         Discontinued operations                           -            8,019,414           11,866,956
         Corporate                                10,507,337           30,532,158           11,293,252
                                                  ----------           ----------           ----------
                                                 102,903,830           89,561,459           64,197,479
                                                 -----------           ----------           ----------
Depreciation and amortization:
         Internet related businesses                 333,038                    -                    -
         Lifestyle enhancing products              2,837,446            2,495,368            1,311,369
         Corporate                                   440,705              286,847              157,810
                                                   ---------           ----------           ----------
                                                   3,611,189            2,782,215            1,469,179
                                                   ---------            ---------            ---------
Capital expenditure:
         Internet related businesses                 360,243                    -                    -
         Lifestyle enhancing products              5,605,319            3,902,544            1,652,677
         Discontinued operations                           -            1,427,382            1,654,766
         Corporate                                     2,512               16,745               17,710
                                                ------------          -----------           ----------
                                                   5,968,074            5,346,671            3,325,153
                                                   ---------            ---------            ---------
</TABLE>

23.  EMPLOYMENT AGREEMENTS

     The Company has entered into employment  agreements with two key employees.
     In terms of the agreements the two employees will devote  substantially all
     of their  business  time to the group and receive  salaries of $180,000 and
     $150,000 per annum.  The Company intends to pay the key employees an annual
     incentive bonus based on pre-tax profits.


                                      -61-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997



24.  STOCK OPTION PLAN

     The board of directors  have adopted the Company's  1995 Stock Option Plan.
     The  Stock  Option  Plan  provides  for the  grant of i)  options  that are
     intended to qualify as incentive stock options  ("Incentive Stock Options")
     within  the  meaning of Section  422 of the code to key  employees  and ii)
     options not so intended to qualify  ("Nonqualified  Stock  Options") to key
     employees  (including  directors  and  officers  who are  employees  of the
     Company, and to directors and consultants who are not employees).

     The Stock Option Plan is to be administered by the  Compensation  Committee
     of the board of directors.  The committee  shall determine the terms of the
     options  exercised,  including  the  exercise  price,  the number of shares
     subject to the option and the terms and conditions of exercise.  No options
     granted under the Stock Option Plan are  transferable by the optionee other
     than by the will or the laws of descent and distribution and each option is
     exercisable  during the lifetime of the optionee  only by such  optionee or
     his legal representatives.

     The exercise price of Incentive  Stock Options  granted under the plan must
     be at least  equal to the fair  market  value of such shares on the date of
     the grant (110% of fair market value in the case of an optionee who owns or
     is  deemed  to own more than 10% of the  voting  rights of the  outstanding
     capital stock of the Company or any of its subsidiaries).  The maximum term
     for each  Incentive  Stock  Option  granted is ten years (five years in the
     case of an  optionee  who owns or is  deemed  to own  more  than 10% of the
     voting rights of the outstanding capital stock of the Company or any of its
     subsidiaries).  Options  shall be  exercisable  at such  times  and in such
     instalments as the committee  shall provide in the terms of each individual
     option.  The maximum  number of shares for which  options may be granted to
     any individual in any fiscal year is 210,000.

     The Stock Option Plan also  contains an automatic  option grant program for
     the employee  and  non-employee  directors.  Each person who is an employee
     director of the Company  following an annual meeting of  shareholders  will
     automatically be granted an option for an additional 5,000 shares of common
     stock,  non-employee  directors  will  receive an option for an  additional
     10,000 shares of common stock.  Each grant will have an exercise  price per
     share equal to the fair market  value of the common stock on the grant date
     and will have a term of five years measured from the grant date, subject to
     earlier  termination  if  an  optionee's  service  as  a  board  member  is
     terminated for cause.

     The Company has granted options to purchase  590,000 shares of common stock
     under the Plan, of which 30,000  options have been  exercised.  The options
     issued under the stock option still  outstanding are reflected in the table
     below.


                                      -62-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
                                             OPTIONS              Per share
                                             GRANTED         exercise price          EXPIRATION DATE            EXERCISABLE
<S>                                          <C>             <C>                    <C>                         <C>
Stock options granted during                  60,000                  $5.00         January 24, 2001            Immediately
1996
                                             150,000                  $5.00                                  On the seventh
                                                                                                                anniversary
                                                                                                         subject to earlier
                                                                                                                   vesting.
                                             150,000                  $3.00
                                                                                                             On the seventh
                                                                                                                anniversary
                                                                                                         subject to earlier
                                                                                                                   vesting.
Stock options granted during                  15,000                  $3.75          January 1, 2002            Immediately
1997
Stock options granted during                  30,000                  $6.00          January 1, 2003            Immediately
1998
Stock options granted during                  70,000                  $2.19       Various expiration
1999                                                                                           dates            Immediately
                                              25,000                  $1.00       Various expiration
                                                                                               dates            Immediately
                                              20,000                  $1.03       Various expiration
                                                                                               dates            Immediately
                                              40,000                  $4.81       Various expiration
                                             -------                                           dates        January 1, 2001
                                             560,000
                                             -------
</TABLE>

     Options exercisable at June 30, 1999 totalled 220,000.


                                      -63-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997



24.  STOCK OPTION PLAN (CONTINUED)

     In addition to the stock  options  issued under the stock option plan,  the
     compensation committee has issued the following non plan options:


<TABLE>
<CAPTION>
                                       OPTIONS             Per share
                                       GRANTED        exercise price      EXPIRATION       EXERCISABLE
                                                                                DATE
<S>                                    <C>            <C>                 <C>              <C>
Stock options granted during 1997      500,000                 $4.75                       Immediately
                                       -------
                                       500,000
                                       =======
</TABLE>

     Subsequent to year end an additional  600,000 non plan options were awarded
     by the compensation committee.

     The Company measures  compensation cost for its stock option plan using the
     intrinsic value based method of accounting.

     Had the Company used the fair  value-based  method of accounting to measure
     compensation  expense  for it  stock  option  plans  beginning  in 1997 and
     charged  compensation cost against income, over the vesting periods,  based
     on the  fair  value  of  options  at the  date of the  grant,  income  from
     continuing  operations and the related diluted per common share amounts for
     1999,  1998 and 1997 would  have been  reduced  to the  following  proforma
     amounts:


<TABLE>
<CAPTION>
                                                                    1999                  1998                 1997
                                                                       $                     $                    $
<S>                                                           <C>                    <C>                  <C>
(Loss)/income from continuing operations
         As reported                                         (7,298,238)             6,022,885            5,832,922
         Proforma                                            (8,983,151)             2,955,531            5,429,237

Diluted (loss)/income from continuing operations per
common share
         As reported                                             ($1.11)                 $0.80                $1.07
         Proforma                                                ($1.37)                 $0.48                $0.99
</TABLE>


                                      -64-
<PAGE>



                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


The weighted  average grant date fair value of options granted in 1999, 1998 and
1997 and the  significant  assumptions  used in determining  the underlying fair
value of each option grant on the date of the grant  utilizing the Black Scholes
option pricing model were as follows:


<TABLE>
<CAPTION>
                                                               1999        1998          1997
<S>                                                           <C>         <C>           <C>
Weighted average grant-date fair value of options             $4.51       $6.82         $4.97
granted

Assumptions
         Risk free interest rate                              14.6%       14.0%         15.9%
         Expected life                                      5 Years     5 Years       5 Years
         Expected volatility                                 108.6%       87.3%        104.3%
         Expected dividend yield                               0.0%        0.0%          0.0%
</TABLE>

25.      WARRANTS OUTSTANDING

         In connection with the initial public  offering  consummated in January
         1996 the Company issued 2,300,000 units.  Each unit issued consisted of
         one share of  common  stock,  one  redeemable  Class A warrant  and one
         redeemable Class B warrant. In addition, an additional 100,000 warrants
         were issued to the underwriter pursuant to the underwriting  agreement.
         Concurrently  with the initial  public  offering  the selling  security
         holder  offered  650,000  selling  security  holder  warrants,  650,000
         selling security holder Class B warrants  issuable upon exercise of the
         selling  security holder warrants and 1,300,000  shares of common stock
         issuable upon exercise of these selling  security  holder  warrants and
         selling security holder Class B warrants. These selling security holder
         warrants are  identical to the Class A warrants,  except that there are
         certain   restrictions   imposed  upon  the  transferability  of  these
         warrants.

         In  consideration  for the 9% debenture  offering in the prior year the
         Company  issued  warrants  over  135,000  shares of common  stock at an
         exercise  price of $6.00 per share,  the fair  market  price at date of
         issuance.

         Warrants outstanding at June 30, 1999 were as follows:

<TABLE>
<CAPTION>
WARRANT                     NUMBER OF           EXERCISE
                            WARRANTS             PRICE          EXPIRY DATE             ENTITLEMENT
<S>                         <C>                 <C>             <C>                     <C>
Class A Redeemable
warrants                    1,073,749            $6.50          January 24, 2001        One share of common stock and
                                                                                        one Class B warrant

Class B Redeemable
warrants                    2,101,547            $8.75          January 24, 2001        One share of common stock

Debenture warrants            135,000            $6.00          July 31, 2007           One share of common stock
</TABLE>

         The Class A warrants are  redeemable  beginning  January 24,  1997,  or
         earlier at the option of the Company with the underwriters  consent, at
         a redemption price of $0.05 per Class A warrant, if the "closing price"
         of the  Company's  common stock trades at an average price in excess of
         $9.10 per share


                                      -65-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


         for any consecutive 30 trading day period, ending within 15 days of the
         notice of  redemption.  All Class A warrants  are to be redeemed if any
         are to be redeemed.

         The Class B warrants are  redeemable  beginning  January 24,  1997,  or
         earlier at the option of the Company with the underwriters  consent, at
         a redemption price of $0.05 per Class A warrant, if the "closing price"
         of the  Company's  common stock trades at an average price in excess of
         $12.25 per share for any  consecutive  30 trading  day  period,  ending
         within 15 days of the notice of redemption. All Class B warrants are to
         be redeemed if any are to be redeemed.


26.      FIRST SOUTH AFRICAN HOLDINGS ESCROW AGREEMENT

         The FSAH  Escrow  Agreement  was  executed  prior to the closing of the
         offering  and  provided  for the  concurrent  issuance  and delivery of
         729,979  shares of Class B common stock to the FSAH escrow  agent.  The
         FSAH Escrow  Agreement is intended to provide  security for the holders
         of FSAH Class B common stock, who are residents in South Africa and are
         prohibited  in terms of South  African  law from  holding  shares  in a
         foreign company. The FSAH Escrow Agreement provides that the parties to
         this  agreement  that are holders of FSAH Class B common stock will not
         sell such shares of stock, but may tender the shares to the FSAH escrow
         agent against payment therefore by the escrow agent,  which payment may
         consist of the  proceeds  obtained  from the sale of an equal number of
         Class B common stock of the Company,  provided that the proceeds of the
         sale will be  delivered  to the  holder of the Class B common  stock in
         exchange  for the shares in FSAH.  These shares will be tendered to the
         Company and they will be  immediately  converted to FSAH Class A common
         stock.

         Since the  consummation  of the Company's  initial  public  offering in
         January 1996, the Company has entered into FSAC Escrow  Agreements with
         the FSAH escrow agent, FSAH and certain  principal  shareholders of the
         Company's  subsidiaries  which were acquired  since  January 1996.  The
         terms of the FSAC Escrow  Agreement  are  substantially  similar to the
         terms of the FSAH  Escrow  Agreement,  except that only the FSAH Escrow
         Agreement  provided  for the issue of shares of Class B common stock to
         the FSAH escrow agent while the FSAC Escrow Agreements  provide for the
         issue  of  shares  of  common  stock  to the FSAH  escrow  agent  which
         correspond to the issuances of FSAH Class B common stock by FSAH.

         In 1997 a further  1,192,480  shares of common stock were issued to the
         FSAH  escrow  agent in terms of FSAC  Escrow  Agreements  entered  into
         during the fiscal year in connection  with the  acquisitions of Piemans
         Pantry, Astoria Bakery, Seemann's Quality Meat Products, Gull Foods and
         First Strut.

         In 1998 a further  386,324  shares of common  stock were  issued to the
         FSAH escrow agent in terms of the FSAC Escrow  agreements  entered into
         during the fiscal year in connection  with the  acquisitions of Piemans
         Pantry, Pacforce, Seemann's Quality Meat Products and Fifers Bakery.

         In 1999 a further  243,400  shares of common  stock were  issued to the
         FSAH escrow agent in terms of the FSAC Escrow  agreements  entered into
         during the fiscal  year in  connection  with the  acquisitions  of Gull
         Foods, Seemann's Quality Meat Products and Fifers Bakery.

         In terms of the  agreements  entered into with the previous  vendors of
         Piemans Pantry,  Seemann's Quality Meat Products, Gull Foods and Fifers
         Bakery, the underlying value of the FSAC escrow stock was


                                      -66-
<PAGE>


                         LEISURE PLANET HOLDINGS LIMITED
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997


         underpinned at certain  minimum  values.  The previous  vendors had the
         option  to put the  shares  to the  Company  at those  values,  who was
         obligated to honour the minimum  values placed on those  shares.  These
         vendors  exercised  this option during the current  fiscal year,  which
         resulted in the redemption and  cancellation  of 1,583,059 FSAC A class
         common stock.

         There are no further stock price warranties outstanding.

27.      CONTINGENT LIABILITIES

         South African  Secondary Tax on Companies at 12.5 percent is payable on
         all future dividends  declared out of  distributable  reserves of South
         African companies.

         The  Company  is liable to pay to the  previous  vendors  an  estimated
         $1,659,200  based on the attainment of profit  warranties which form an
         integral part of all  acquisition  agreements  concluded  with previous
         vendors of acquired companies.  The payment of this amount is dependent
         upon the achievement of pre defined profit targets.

         The company has  guaranteed  the banking  facilities  of certain of the
         subsidiaries  disposed  of during the  fiscal  year.  These  guarantees
         amount to $2,156,960.  In addition, the Company has guaranteed the debt
         of Pacforce  (Pty) Ltd.  This company has been placed into  liquidation
         and the company has provided  $995,520 to cover the potential  exposure
         that it may have to the secured creditors of Pacforce (Pty) Ltd.


                                      -67-
<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         Not applicable.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS AND EXECUTIVE OFFICERS

         Our directors and our executive  officers and the executive officers of
our subsidiaries, their ages and present position are as follows:

<TABLE>
<CAPTION>

               NAME                        AGE                                  POSITIONS
-----------------------------------    -----------    -------------------------------------------------------------
<S>                                    <C>            <C>
Michael Levy.......................        53         Chairman of the Board
Clive Kabatznik....................        42         Vice Chairman of the Board, Chief Executive Officer,
                                                      President and Chief Financial Officer
Cornelius J. Roodt.................        40         Director, Managing Director and Chief Financial Officer
                                                      of First South African Holdings (Pty.) Ltd.
Pierre Kleinhans...................        38         Chief Executive Officer of LPI Limited
Bart Goedseels.....................        31         Chief Operating Officer of LPI Limited
John Welch.........................        50         Managing Director of Piemans Pantry
Gerald S. Crosman..................        55         Group Finance Director of First Lifestyle Holdings
Mark J. Korb.......................        31         Group Finance Director of First Lifestyle Holdings
George R. Garrick..................        47         Director
</TABLE>

         MICHAEL LEVY is our  co-founder and has served as Chairman of our Board
of  Directors  since our  inception.  Since  1987,  Mr.  Levy has been the Chief
Executive  Officer  and  Chairman of the Board of Arpac  L.P.,  a  Chicago-based
manufacturer of plastic packaging machinery.

         CLIVE  KABATZNIK is our co-founder and has served as a director and our
President since inception and as our Vice Chairman,  Chief Executive Officer and
Chief Financial  Officer since October 1995.  Since June 1992, Mr. Kabatznik has
served as President of Colonial Capital,  Inc. a Miami-based  investment banking
company that specializes in advising middle market companies in areas concerning
mergers, acquisitions, private and public agency funding and debt placements.

         CORNELIUS  J.  ROODT has  served as a member of our Board of  Directors
since  December 1996 and was  appointed  Managing  Director and Chief  Financial
Officer of one of our subsidiaries, First South African Holdings (Pty.) Ltd., in
July 1996.  Mr. Roodt is  responsible  for  overseeing  all of the South African
operations  of First South  African  Holdings  (Pty.) Ltd. From February 1994 to
June 1996, Mr. Roodt was a senior partner at Price Waterhouse Corporate Finance,
South  Africa.  From January 1991 to January  1994,  he was an audit  partner at
Price Waterhouse, South Africa.

         PIERRE  KLEINHANS  is the founder of LPI Limited,  our travel  services
subsidiary, a business we acquired in February 1999. Mr. Kleinhans has served in
various  capacities with the business,  including Chief Executive  Officer since
December 1997, Head of Business Development from January 1997 to December


                                      -68-
<PAGE>


1997,  head of  Corporate  Strategy  from March 1996 to December  1996 and Chief
Executive Officer from January 1992 to March 1996.

         BART GOEDSEELS has been the Chief Operating Officer of LPI Limited, our
travel services  subsidiary,  since December 1997. Mr. Goedseels has also served
as Director of Hotel Sales and Marketing  from January 1997 to December 1997 and
Head of International Hotel Recruitment from August 1993 to January 1997.

         JOHN WELCH is the founder of Piemans  Pantry,  a company he established
in 1982, and Managing  Director of Piemans  Pantry since we acquired  Piemans in
June 1996. His  responsibilities  include overall  supervision of all aspects of
the Piemans Pantry business.

         GERALD S.  CROSSMAN is the Group  Finance  Director of First  Lifestyle
Holdings,  a position he has held since 1997.  From 1983 to 1996,  Mr.  Grossman
served on the board and was  responsible  for group  finance at Hunt Lechars and
Hepburn Holdings Limited.

         MARK J. KORB has been the Group  Finance  Director  of First  Lifestyle
Holdings since April 1997.  Prior to such time,  from August 1993 to March 1997,
Mr.  Korb was an  employee  of  PricewaterhouseCoopers  Inc,  as a Senior  Audit
Manager  from July 1994 to March  1997 and a Manager  from  August  1993 to June
1994.

         GEORGE R.  GARRICK  has  served  as a member of our Board of  Directors
since April 1999. He has also served as Chief Executive Officer and President of
Flycast  Communications  Corporation  since joining that company in May 1998. He
also has been a member of the Board of Directors of Flycast  since June 1998 and
has been  Chairman  of the Board of Flycast  since  January  1999.  Flycast is a
provider of Internet advertising solutions.  From September 1997 until May 1998,
Mr. Garrick owned and operated his own private  venture and consulting  company,
G2 Ventures,  Inc. From April 1997 until  September  1997, Mr. Garrick served as
Chief Marketing  Officer for  PowerAgent,  Inc., an Internet media and marketing
company.  From March 1996 until April 1997,  Mr.  Garrick  founded and  operated
NetROI LLC, an audience measurement  software company.  From November 1993 until
March 1996, Mr. Garrick served as the President and Chief  Executive  Officer of
Information  Resources,  Inc.-North  America, a marketing  measurement  company.
Other than the period from July through October 1993, when Mr. Garrick served as
President and Chief Executive  Officer of Nielsen  Marketing  Research U.S.A., a
unit of A.C.  Nielsen Co., Mr. Garrick  served  Information  Resources,  Inc. in
various capacities from 1981 until his departure in March 1996.

         All of our directors hold office until their respective  successors are
elected, or until death, resignation or removal.  Officers hold office until the
meeting of the Board of Directors  following each Annual Meeting of Stockholders
and until their successors have been chosen and qualified.

COMMITTEES OF THE BOARD OF DIRECTORS

         Our  Board of  Directors  has an  audit  committee  and a  compensation
committee.  The audit committee is composed of Cornelius Roodt and Michael Levy.
The audit  committee is responsible  for  recommending  annually to the Board of
Directors  the  independent   auditors  to  be  retained,   reviewing  with  the
independent  auditors  the  scope  and  results  of  the  audit  engagement  and
establishing and monitoring our financial policies and control procedures.


                                      -69-
<PAGE>


         The  compensation  committee is currently  composed of Michael Levy and
George  Garrick.  Both Mr. Levy and Mr. Garrick are intended to be  non-employee
directors  within  the  meaning  of Rule  16b-3(b)(3)(i)  promulgated  under the
Securities  Exchange  Act of 1934.  The  compensation  committee  has  power and
authority  with  respect  to all  matters  pertaining  to  compensation  and the
administration of employee benefits,  deferred compensation and our stock option
plans.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The  following  persons have failed to file on a timely  basis  certain
reports  required by Section  16(a) of the  Securities  Exchange  Act of 1934 as
follows:  each  of  Messrs.  Levy  and  Kabatznik  has  failed  to file a Form 5
disclosing  option grants and certain changes in the right to vote shares of our
Class B common stock.

         During the fiscal year ended June 30, 1999, other than as listed above,
we are not aware of any late filings,  or failure to file, any reports  required
by Section 16(a) of the Exchange Act.

ITEM 11.  EXECUTIVE COMPENSATION

         The  following  summary  compensation  table sets  forth the  aggregate
compensation  we paid or  accrued  to our  Chief  Executive  Officer  and to the
Managing  Director and Chief Financial  Officer of our  subsidiary,  First South
African Holdings (Pty.) Ltd.,  during the fiscal years ended June 30, 1997, June
30, 1998 and June 30, 1999.  Apart from Mr.  Kabatznik,  whose annual  salary is
$180,000, and Mr. Roodt, whose annual salary is $150,000,  none of our executive
officers or any of our subsidiaries received compensation in excess of $100,000.



                                      -70-
<PAGE>



                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                             ANNUAL COMPENSATION                             LONG TERM COMPENSATION
                                         --------------------------                     ----------------------------------
                             FISCAL                                                                           SECURITIES
                              YEAR                                                        RESTRICTED          UNDERLYING
NAME AND                      ENDED                                    OTHER ANNUAL         STOCK                STOCK
PRINCIPAL POSITION          JUNE 30,        SALARY        BONUS        COMPENSATION         AWARDS              OPTIONS
----------------------     -----------   ----------   -------------  ----------------   --------------      --------------
                                              $             $
<S>                         <C>          <C>            <C>          <C>                <C>                 <C>
Clive Kabatznik,              1999        180,000             0           ---              ---                  5,000
President and Chief           1998        180,000       170,509                                               255,000
Executive Officer             1997        135,000       195,142                                               210,000

Cornelius J. Roodt,           1999        150,000             0           ---              ---                  5,000
Managing Director and         1998        150,000       170,509           ---              ---                255,000
Chief Financial Officer of    1997        150,000       195,142           ---              ---                155,000
First South African
Holdings (Pty.) Ltd.
</TABLE>

         The options  granted to Mr.  Kabatznik and Mr. Roodt during fiscal year
ended June 30, 1999 were granted under our 1995 Stock Option Plan and represent,
in each case,  an option to purchase  5,000  shares of our common stock which is
currently exercisable at an exercise price of $2.19 per share.

         The options  granted to Mr.  Kabatznik and Mr. Roodt during fiscal year
ended June 30, 1998 represent, in each case:

         o        an option granted under our 1995 Stock Option Plan to purchase
                  5,000   shares  of  our  common   stock  which  is   currently
                  exercisable at an exercise price of $6.00 per share; and

         o        a  non-plan  option  granted  by our  Board  of  Directors  to
                  purchase 250,000 shares of our common stock which is currently
                  exercisable at an exercise price of $4.75 per share.

         The options granted to Mr.  Kabatznik during fiscal year ended June 30,
1997 represent:

         o        an option granted under our 1995 Stock Option Plan to purchase
                  5,000   shares  of  our  common   stock  which  is   currently
                  exercisable at an exercise price of $3.75 per share; and

         o        an option granted under our 1995 Stock Option Plan to purchase
                  205,000  shares of common  stock at an exercise  price of 5.00
                  per share, which option is currently  exercisable with respect
                  to 155,000 shares of our common stock.

         The options granted to Mr. Roodt during fiscal year ended June 30, 1997
represent:

         o        an option granted under our 1995 Stock Option Plan to purchase
                  5,000   shares  of  our  common   stock  which  is   currently
                  exercisable at an exercise price of $3.75 per share; and

         o        an option granted under our 1995 Stock Option Plan to purchase
                  150,000  shares of our common  stock at an  exercise  price of
                  $2.00 per share,  which option is currently  exercisable  with
                  respect to 80,000 shares of our common stock.


                                      -71-
<PAGE>


OPTIONS GRANTED IN FISCAL 1999

         The  following  table  sets forth the  details  of options to  purchase
common stock we granted to our executive  officers during fiscal year ended June
30, 1999,  including  the potential  realized  value over the 5 year term of the
option based on assumed rates of stock  appreciation  of 5% and 10%,  compounded
annually.  These  assumed  rates of  appreciation  comply  with the rules of the
Securities  and Exchange  Commission and do not represent our estimate of future
stock price.  Actual gains, if any, on stock option  exercises will be dependent
on the  future  performance  of our common  stock.  Each  option is  immediately
exercisable.


<TABLE>
<CAPTION>
                                                           OPTIONS GRANTED
                                                                                                           POTENTIAL REALIZABLE
                                NUMBER OF         PERCENT OF TOTAL           PER                          VALUE AT ASSUMED ANNUAL
                                SECURITIES                TO                SHARE                           RATE OF STOCK PRICE
                                UNDERLYING          EMPLOYEES IN          EXERCISE     EXPIRATION              APPRECIATION
NAME                             OPTIONS             FISCAL YEAR            PRICE         DATE               FOR OPTION TERM
--------------------------    --------------     -------------------     -----------   --------------    -----------------------
                                                                                                              5%           10%
                                                                                                         -----------     -------
<S>                           <C>                <C>                     <C>           <C>                   <C>             <C>
Clive Kabatznik...........          5,000               50.00%              $2.19      April 29, 2004        $3,025      $6,685
Cornelius J. Roodt........          5,000               50.00%              $2.19      April 29, 2004        $3,025      $6,685
</TABLE>

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

         No options were  exercised by any of the above during fiscal year ended
June 30, 1999. The following table sets forth the number of shares of our common
stock underlying unexercised stock by us to our executive officers and the value
of those  options  at June 30,  1999.  The value of each  option is based on the
positive  difference,  if any, of the closing bid price for our common  stock on
the Nasdaq National Market on June 30, 1999, or $4.8125, over the exercise price
of the option.


<TABLE>
<CAPTION>
                                 NUMBER OF SECURITIES UNDERLYING
                                     UNEXERCISED OPTIONS AT          VALUE OF UNEXERCISED IN THE MONEY
                                         FISCAL YEAR-END                OPTIONS AT FISCAL YEAR-END
                                ---------------------------------  -------------------------------------
NAME OF EXECUTIVE OFFICER         EXERCISABLE      UNEXERCISABLE      EXERCISABLE        UNEXERCISABLE
------------------------------  ----------------  ---------------  ------------------  -----------------
<S>                             <C>               <C>              <C>                 <C>
Clive Kabatznik                          420,000           50,000         $34,050                  0
Cornelius J. Roodt                       345,000           70,000        $259,050           $196,875
</TABLE>

DIRECTOR COMPENSATION

         Except for Mr. Levy,  our directors do not receive  fixed  compensation
for their services as directors  other than options to purchase 10,000 shares of
our common stock granted to each  non-employee  director and options to purchase
5,000 shares of our common stock granted to each director who is an employee, in
each case  under  our 1995  Stock  Option  Plan.  Mr.  Levy  receives  an annual
consulting  fee of $60,000 and options to purchase  10,000  shares of our common
stock for every year of service as a member of our Board of Directors.  However,
directors  will  be  reimbursed  for  their  reasonable  out-of-pocket  expenses
incurred in connection with their duties.

         In February  1999,  Mr.  Garrick  received  options to purchase  25,000
shares of our common stock,  which options were immediately  exercisable and had
an exercise price of $1.00, as compensation for


                                      -72-
<PAGE>


consulting  services in  connection  with our  Internet-related  activities  and
opportunities and in exchange for his agreement to be a nominee for our Board of
Directors.

EMPLOYMENT AGREEMENTS

         First South Africa Management, our management subsidiary,  entered into
an employment agreement with Clive Kabatznik,  our Vice Chairman,  President and
Chief Executive Officer. The agreement provides for a term commencing on October
1, 1995 and terminating on October 1, 2000. The agreement also provides that Mr.
Kabatznik  will devote  substantially  all of his  business  time,  energies and
abilities to our business  and will  receive an annual  salary of $180,000.  Mr.
Kabatznik also received a one time  immediately  exercisable  option to purchase
55,000  shares of our common stock at an exercise  price of $5.00 per share.  In
addition,  Mr.  Kabatznik was granted an additional  option to purchase  150,000
shares of our common stock at an exercise price of $5.00 per share,  exercisable
after the seventh anniversary  following the grant date. However, the vesting of
such option will be accelerated as follows:

         o        the option will be  exercisable  with respect to 50,000 shares
                  on such  earlier  date that we realize  earnings  per share of
                  $.75 or more on a fiscal year basis;

         o        the option will be  exercisable  with respect to an additional
                  50,000  shares on such earlier  date that we realize  earnings
                  per share of $1.00 or more on a fiscal year basis; and

         o        the option will be  exercisable  with respect to an additional
                  50,000  shares on such earlier  date that we realize  earnings
                  per share of $1.50 or more on a fiscal year basis.

The  option  has  vested  with  respect  to  100,000  shares  as a result of our
realization of the applicable earnings per share requirements. We intend, during
the term of Mr. Kabatznik's employment agreement, to pay Mr. Kabatznik an annual
incentive bonus of five percent of the Minimum Pretax Income,  as defined in Mr.
Kabatznik's  employment  agreement,  above  $4,000,000,  as is  reported  in our
audited  financial  statements  for each fiscal year in which Mr.  Kabatznik  is
employed,  exclusive of certain  extraordinary  earnings or charges. In November
1998,  Mr.  Kabatznik  agreed to a  non-competition  agreement  with First South
African  Holdings  (Pty.) Ltd.  In exchange  for his  agreement,  Mr.  Kabatznik
received 2,000,000 shares of First Lifestyle Holdings.

         First South African Holdings (Pty.) Ltd. has entered into an employment
agreement with its Managing Director and Chief Financial  Officer,  Cornelius J.
Roodt.  The  agreement  provides  for a term  commencing  on  July 1,  1996  and
terminating  in June 2001.  The  agreement  provides  that Mr. Roodt will devote
substantially  all of his business time,  energies and abilities to our business
and will  receive an annual  salary of $150,000.  Mr. Roodt also  received a one
time option to purchase  150,000 shares of our common stock at an exercise price
of $2.00 per share. The option to purchase 150,000 shares of our common stock is
exercisable after the fifth anniversary  following the grant date. However,  the
vesting of such option will be accelerated as follows:

         o        the option will be  exercisable  with respect to 30,000 shares
                  on such  earlier  date that we realize  earnings  per share of
                  $.75 or more on a fiscal year basis;

         o        the option will be  exercisable  with respect to an additional
                  50,000  shares on such earlier  date that we realize  earnings
                  per share of $1.00 or more on a fiscal year basis; and



                                      -73-
<PAGE>


         o        the option will be  exercisable  with respect to an additional
                  70,000  shares on such earlier  date that we realize  earnings
                  per share of $1.50 or more on a fiscal year basis.

The  option  has  vested  with  respect  to  80,000  shares  as a result  of our
realization of the applicable earnings per share requirements. We intend, during
the  term of Mr.  Roodt's  employment  agreement,  to pay Mr.  Roodt  an  annual
incentive bonus of four percent of the Minimum Pretax Income,  as defined in Mr.
Roodt's employment  agreement,  above $5,000,000,  as is reported in our audited
financial  statements  for each  fiscal  year in which  Mr.  Roodt is  employed,
exclusive of certain  extraordinary  earnings or charges.  In November 1998, Mr.
Roodt entered into a non-competition agreement with First South African Holdings
(Pty.) Ltd. In exchange for his agreement,  Mr. Roodt received  2,000,000 shares
of First Lifestyle Holdings.

         LPI Limited,  our online travel  services  subsidiary,  entered into an
employment  agreement with Pierre Kleinhans,  the Chief Executive Officer of LPI
Limited.  The  agreement  provides  for a term  commencing  on June 1,  1999 and
terminating  on December  31,  2003,  subject to certain  extension  terms.  The
agreement  provides that Mr. Kleinhans will devote all of his time during normal
business hours to our online travel service  business and will receive an annual
salary  of  $150,000.  Mr.  Kleinhans  also  received  a  one  time  immediately
exercisable  option to  purchase  250,000  shares of LPI  Limited at an exercise
price of the lower of $2.43 per share or 20% of the price at which shares of LPI
Limited are offered to third parties during any initial public offering.

STOCK OPTION PLAN

         Our Board of Directors has adopted and our  shareholders,  prior to our
initial  public  offering,  approved our 1995 Stock Option Plan.  Our 1995 Stock
Option Plan provides for the grant of:

         o        options  that are  intended  to  qualify  as  incentive  stock
                  options  within the  meaning of  Section  422 of the  Internal
                  Revenue Code of 1986 to key employees; and

         o        options not intended to so qualify to key employees, including
                  our directors and officers, and to directors and   consultants
                  who are not employees.

The total number of shares of our common stock for which  options may be granted
under our 1995 Stock Option Plan is 850,000 shares.

         Our  1995  Stock  Option  Plan  is  administered  by  the  compensation
committee of our Board of Directors.  The compensation  committee will determine
the terms of options  exercised,  including  the exercise  price,  the number of
shares subject to the option and the terms and conditions of exercise. No option
granted under our 1995 Stock Option Plan is  transferable  by the optionee other
than by will or the  laws  of  descent  and  distribution  and  each  option  is
exercisable  during the  lifetime of the optionee  only by such  optionee or his
legal representatives.

         The exercise price of incentive  stock under our 1995 Stock Option Plan
must be at least  equal to 100% of the fair  market  value of such shares on the
date of grant,  or 110% of fair market value in the case of an optionee who owns
or is deemed to own stock  possessing  more than 10% of the voting rights of our
outstanding  capital  stock.  The term of each option will be established by the
compensation  committee,  in its sole discretion.  However, the maximum term for
each  incentive  stock  option  granted  under our 1995 Stock Option Plan is ten
years,  or five  years in the case of an  optionee  who owns or is deemed to own
stock


                                      -74-
<PAGE>


possessing  more than 10% of the total combined  voting power of our outstanding
capital  stock.  Options  will  become  exercisable  at such  times  and in such
installments  as the  compensation  committee  will provide in the terms of each
individual option. The maximum number of shares for which options may be granted
to any individual in any fiscal year is 210,000.

         Our 1995 Stock  Option Plan also  contains an  automatic  option  grant
program for our directors.  Each of our non-employee  directors is automatically
granted an option for 10,000  shares of our common stock.  In addition,  each of
our non-employee directors is automatically granted an option to purchase 10,000
shares of our common stock following each annual meeting of  shareholders.  Each
employee  director is  automatically  granted an option for 5,000  shares of our
common  stock.  In  addition,  each of our employee  directors is  automatically
granted an option to purchase  5,000 shares of our common stock  following  each
annual meeting of shareholders. Each grant has an exercise price per share equal
to the  fair  market  value  of the our  common  stock  on the  grant  date,  is
immediately  exercisable  and has a term of five years  measured  from the grant
date, subject to earlier  termination if an optionee's service as a Board member
is terminated for cause.

         We have granted options to purchase  590,000 shares of our common stock
under our 1995 Stock Option Plan, 110,000 of which have been exercised.

NON-PLAN STOCK OPTIONS

         We have granted non-plan stock options to purchase  1,100,000 shares of
our common  stock,  500,000 of which were granted at an exercise  price of $4.75
per share and 600,000 of which were granted at $4.06 per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         None of the  members  of our  compensation  committee  of our  Board of
Directors is now or ever has been one of our officers or employees.  None of our
executive  officers serves as a member of the board of directors or compensation
committee of any entity that has one or more executive  officers  serving on our
Board of Directors or our compensation committee.


                                      -75-
<PAGE>


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of September  17,  1999,  certain
information as to the beneficial ownership of the our common stock by:

         o        each person known by us to own more than five  percent (5%) of
                  our outstanding shares;

         o        each of our directors;

         o        each   of  our  executive  officers  named   in the    Summary
                  Compensation Table under "Executive Compensation"; and

         o        all of our directors and executive officers as a group.

<TABLE>
<CAPTION>

                                Amount and Nature of Beneficial
                                         Ownership (1)
                                                                                  Percentage      Percentage of
                                                    Class B                           of             Voting
Name and Address of                Common            Common                       Ownership           Power
Beneficial Shareholder             Stock           Stock (2)                        (1)(3)            (1)(3)
<S>                              <C>               <C>                            <C>             <C>>
Michael Levy................     158,143(4)        606,589(5)                       11.80%           31.10%
9511 West River Street
Shiller Park, IL 60176

Clive Kabatznik.............     519,999(6)         190,000                         10.24%           13.71%
1348 Washington Ave.
 Suite 155
Miami, FL 33139

FSA Stock Trust.............     383,523(7)            0                             6.0%             3.76%
1850 Shelley Court
Highland Park, IL  60035

Cornelius J. Roodt..........     288,333(8)            0                             4.3%             2.75%
P.O. Box 4001
Kempton Park
South Africa

BT Global Credit Limited . . .  1,626,754(9)           0                            20.23%           13.75%
c/o Bankers Trust
Luxembourg S.A.
P.O. Box 807
14 Boulevard F.D. Roosevelt
L-2540 Luxembourg
Luxembourg


All executive officers and     1,049,808(10)        796,589                         25.05%           45.11%
directors as a group (4
persons)
</TABLE>

                                      -76-
<PAGE>


(1)      Beneficial  ownership is calculated in accordance with Rule 13d-3 under
         the Securities  Exchange Act of 1934.  Shares subject to stock options,
         for purposes of this table, are considered  beneficially  owned only to
         the extent  currently  exercisable or exercisable  within 60 days after
         September 17, 1999.

(2)      Except as  otherwise  indicated,  each of the  parties  listed has sole
         voting  and  investment  power  with  respect  to all shares of Class B
         common stock indicated below.

(3)      For the purposes of this calculation,  our common stock and our Class B
         common stock are treated as a single class of common stock. The Class B
         common  stock is entitled  to five votes per share,  whereas the common
         stock is entitled to one vote per share.

(4)      Includes (i) 63,333  shares of our common stock  issuable upon exercise
         of options that are  immediately  exercisable and (ii) 94,810 shares of
         our common stock issued to the American  Stock Transfer & Trust Company
         pursuant  to the terms of an escrow  agreement  for which Mr.  Levy has
         been granted a voting proxy.

(5)      Includes (i) 570,137 shares of our Class B common stock and (ii) 36,452
         shares  of our  Class B  common  stock  issued  to the  American  Stock
         Transfer & Trust Company pursuant to the terms of an escrow  agreement,
         which  shares  correspond  to a like  number of  shares of First  South
         African  Holdings  (Pty.) Ltd. Class B stock purchased by Mr. Levy upon
         the closing of the Europair acquisition.

(6)      Includes  519,999  shares of our common stock issuable upon exercise of
         options that are immediately exercisable.

(7)      Includes 383,523 shares of our common stock.

(8)      Includes  288,333  shares of our common stock issuable upon exercise of
         options that are immediately exercisable.

(9)      Includes  (i)  1,368,421  shares  of our  common  stock  issuable  upon
         conversion of certain Increasing Rate Senior  Subordinated  Convertible
         Debentures  and (ii) 258,333  shares of our common stock  issuable upon
         conversion of certain 9% Senior Subordinated Convertible Debentures.

(10)     Represents  954,998  shares issuable upon exercise of options that  are
         immediately exercisable.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.


                                      -77-
<PAGE>


PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (A)

         1.  FINANCIAL STATEMENTS

         The following financial statements are included as required to be filed
by Item 8:

LEISUREPLANET HOLDINGS, LTD.

         Report of the independent auditors
         Consolidated Balance Sheets at June 30, 1999 and 1998
         Consolidated  Statements  of Income for the years ended June 30,  1999,
         1998 and 1997 Consolidated Statements of Cash Flows for the years ended
         June 30,  1999,  1998 and 1997  Consolidated  Statement  of  Changes in
         Stockholders'  Investment for the period June 30, 1996 to June 30, 1999
         Notes to the Consolidated Financial Statements for the years ended June
         30, 1999, 1998 and 1997

         2.  FINANCIAL STATEMENT SCHEDULES:

         All  schedules  have been  omitted  since the required  information  is
included in the consolidated financial statements or notes thereto.

         3.  EXHIBITS:


     (B)  REPORTS ON FORM 8-K

     Not applicable.


EXHIBIT NUMBER   Description

     3.1         Memorandum of Association of the Registrant(7)
     3.2         Bye-Laws of the Registrant(7)
     4.1         Form of Warrant Agreement(7)
     4.2         Form of Unit Purchase Option(7)
     4.3         Indenture dated April 25, 1997 between the Registrant and
                 American Stock Transfer & Trust Company(1)
     4.4         Form of Debenture(8)
     4.5         Form of Placement Warrant(8)
     4.6         Stock Option Agreement(8)
     4.7         Indenture dated October 29, 1997, between the Registrant and
                 American Stock Transfer & Trust Company(3)
     4.8         Loan Note dated May 27,  1999  granted  by LPI  Limited in
                 favor of Twin Media (Proprietary) Limited(9)


                                      -78-
<PAGE>


EXHIBIT NUMBER   Description

     10.1      Form of Escrow  Agreement  regarding  the  Earnout  Escrow
     Shares(7)
     10.2      Form  of FSAH  Escrow  Agreement(7)
     10.3      Form of Employment  Agreement of Clive  Kabatznik(7)
     10.4      Form of FSAM Management  Agreement(7)
     10.5      Form of Consulting Agreement with Michael  Levy(7)
     10.6      1995  Stock Option  Plan(7)
     10.7      Pieman's Pantry  Acquisition  Agreement(4)
     10.8      Form of  Astoria Acquisition  Agreement(5)
     10.9      Form of Gull Foods  Acquisition Agreement(6)
     10.10     Form of  Employment  Agreement  of Cornelius Roodt(2)
     10.11     Agreement  dated February 12, 1999 between Twine Media
               (Proprietary) Limited, First South Africa Corp., Ltd. and
               LPI Limited(9)
     10.12     Form of Employment Agreement of Pierre Kleinhans(9)
     21.1      Subsidiaries of the Registrant(9)
     27.1      Financial Data Schedule (9)

-----------
(1)  Incorporated by reference is the  Registrant's  Current Report on Form 8-K,
     Exhibit 4.1 (filed on September 10, 1997).

(2)  Incorporated  by reference is the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended June 30, 1997 (filed on September 29, 1997).

(3)  Incorporated by reference is the  Registrant's  Current Report on Form 8-K,
     Exhibit 4.1 (filed on October 31, 1997).

(4)  Incorporated by reference is the  Registrant's  Current Report on Form 8-K,
     Exhibit 1 (filed  on June 14,  1996) as  amended  on Form  8-K/A  (filed on
     August 16, 1996) and as amended on Form 8-K/A (filed on January 22, 1998).

(5)  Incorporated by reference is the  Registrant's  Current Report on Form 8-K,
     Exhibit 1 (filed on  November  7, 1996) as amended on Form 8-K/A  (filed on
     March 14, 1997).

(6)  Incorporated by reference is the  Registrant's  Current Report on Form 8-K,
     Exhibit 1 (filed on May 8, 1997) as amended on Form 8-K/A (filed on July 3,
     1997).

(7)  Incorporated  by reference is the  Registrant's  Registration  Statement on
     Form S-1 (No.  33-99180)  (filed on November  9, 1995),  as amended on Form
     S-1/A No. 1, Form S-1/A No. 2 and Form S-1/A No. 3 (filed on  December  27,
     1995, January 16, 1996 and January 24, 1996, respectively).

(8)  Incorporated  by reference is the  Registrant's  Registration  Statement on
     Form S-1 (No.  333-33561)  (filed on August 13,  1997),  as amended on Form
     S-1/A  No. 1, Form  S-1/A No. 2 and For S-1/A No. 3 (filed on  December  9,
     1997, January 22, 1998 and February 11, 1998, respectively).

(9)  Filed herewith.

     (B)  REPORTS ON FORM 8-K

          Not applicable.


                                      -79-
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized in the City of London,
State of England, on the27th day of September, 1999.

                                   LEISUREPLANET HOLDINGS, LTD.


                                   BY:    /s/ Clive Kabatznik
                                        ---------------------------------------
                                              Clive Kabatznik
                                              President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  registrant in
the capacities and on the date indicated.

Signature                  Title                            Date


/s/ Michael Levy           Chairman of the Board of         September 27, 1999
--------------------
Michael Levy               Directors

/s/ Clive Kabatznik        President, Vice Chairman,        September 27, 1999
----------------------
Clive Kabatznik            Chief Executive Officer, Chief
                           Financial Officer, Director and
                           Controller

/s/ Cornelius Roodt        Director                         September 28, 1999
----------------------
Cornelius Roodt

/s/ George R. Garrick      Director                         September 28, 1999
------------------------
George R. Garrick


                                      -80-
<PAGE>


                                                                     EXHIBIT 4.8
                                    LOAN NOTE

                                   granted by

                                   LPI LIMITED

                               (UK Reg no 3092714)
                                       of
       2nd Floor, Corporate Place, 13 Mispel Street, Belville South Africa
                          (Telefax 27 - 21 - 948 7354)

                                     ("LPI")


                                  IN FAVOUR OF


                        TWINE MEDIA (PROPRIETARY) LIMITED
                             (SA REG NO 94/00158/07)
                                       OF
          COETZIER STREET / PO BOX 456, STELLENBOSCH 7600, SOUTH AFRICA
                            (TELEFAX 27-21-887 1645)

                                    ("Twine")


                         BEING AN ACKNOWLEDGMENT OF DEBT


1.       LPI hereby acknowledges that it unconditionally owes Twine, and is
         therefore bound to Twine for the due and proper payment to Twine of the
         amount of US$10,000,000 (ten million US dollars) ("Twine Loan"),
         representing the aggregate of amounts contributed by Twine to LPI on
         loan account as working capital and other amounts for which LPI is
         indebted to Twine. LPI furthermore acknowledges that it is bound to
         Twine in respect of the further terms and conditions set out in this
         loan note.

2.       The parties agree, and or as the case may be, acknowledge that the
         Twine Loan shall:

         (a)      not bear interest unless it becomes due and payable and
                  remains unpaid in which event it shall bear interest at the
                  LIBOR USD one month rate plus one percentage (i.e if the LIBOR
                  rate is 4.5%, the interest to be charged will be 4.5% + 1% or
                  5.5%). Such interest shall be paid monthly in arrears and any
                  unpaid interest will be capitalized monthly;

<PAGE>




         (b)      rank in preference above any other shareholder's claim,
                  present and future, of LPI and shall always be paid off first
                  before the claim of any other shareholder is met, it being
                  understood and agreed that LPI shall at all times and before
                  accepting any further amounts on loan account from any
                  shareholder not dealt with in the agreement of 18 February
                  1999 between the parties hereto and First South Africa Corp.,
                  Ltd, ("FSAC") procure that such shareholder agrees in writing
                  that his claims against LPI will be so subordinated;

         (c)      not be repayable on demand other than, unless otherwise waived
                  by Twine, as a first claim against the sale proceeds in the
                  event that LPI sells its business or any material part thereof
                  or from the proceeds of the first round (after signature
                  hereof) of funding of LPI or the sale and / or subscription
                  proceeds in the event of any public offer of shares in LPI;

         (d)      at Twine's option, be available for Twine to participate in
                  the further funding of LPI; and

         (e)      in addition to what is recorded in clauses 2(c) above and 4
                  below, become payable immediately in the event of: (i) the
                  liquidation of LPI, including the launching of any application
                  for the liquidation of LPI, or for the placement of LPI under
                  judicial management; or (ii) any attempt by LPI to compromise
                  with its creditors in any way; or (iii) LPI in any way
                  breaches any term or condition of this Loan Note and fails to
                  remedy such breach within 14 days of receipt of a writtien
                  notice from Twine requiring that the breach be remedied.

3.       LPI undertakes to Twine that until the Twine Loan is repaid, LPI shall
         not:

         (a)      pay any dividend on any LPI ordinary share;

         (b)      pay any shareholder interest on any claim against LPI;

         (c)      create, issue, service or redeem any preference share,
                  debenture or other loan stock; or

                                        2

<PAGE>



         (d)      do anything that will adversely affect the Twine Loan,
                  including LPI's ability to repay such loan at any time;

         without the prior written consent of Twine provided, however, that LPI
         may at any time borrow from FSAC on a non-interest bearing basis only
         to repay the Twine Loan.

4.       LPI undertakes that should any further shares in LPI be issued, the
         subscription proceeds shall, unless otherwise waived by Twine, first be
         applied in repayment of the Twine Loan.

5.       LPI hereby expressly renounces the benefits of NON CAUSA DEBITI, the
         ERRORI CALCULI, the revision of accounts, and no value recorded.

6.       Twine may cede or pledge its interest in and to the Twine Loan with
         LPI's prior consent.

7.       No alteration, cancellation, variation of, or addition to this Loan
         Note shall be of any force or effect unless reduced to writing and
         signed by the parties hereto or their duly authorised representatives.

8.       Subject to the agreement of 18 February 1999 referred to in clause 2(b)
         above, this document contains the entire agreement between the parties
         in relation to its subject matter and no party shall be bound by any
         undertakings, representations, warranties, promises or the like not
         recorded in the former and / or this agreement.

9.       No indulgence, leniency or extension of time which any party
         ("grantor") may grant or show to any other party shall in any way
         prejudice the grantor or preclude the grantor from exercising any of
         its rights in the future.

10.      This agreement shall be governed by the laws of the Republic of South
         Africa. The parties similarly submit themselves to the jurisdiction of
         the Cape Provincial Division of the High Court of South Africa.

11.      LPI shall bear the cost of the drafting and finalization of this
         agreement.

12.      Each of the parties chooses the addresses and facsimile number on the
         first page of this agreement as respectively its DOMICILIUM CITANDI ET
         EXECUTANDI ("DOMICILIUM"), postal address

                                        3

<PAGE>


         and facsimile number for the purposes of giving any notice, the serving
         of any process and for any other purposes arising from this agreement.

13.      A party may, at any time, by written notice to the others, change its
         DOMICILIUM, postal address or facsimile number to another, provided
         that it must always at least provide a physical street address as
         domicilium.

Thus done and signed:



Dated at   Leuven on   27 May     1999
           ------      ---------------

As witnesses



1.  __________________________            /s/ P. Tredoux
                                          --------------------------------------
                                          for and on behalf of LPI, the
                                          signatory warranting his authority
                                          Name: P Tredoux

2.  ____________________________


Dated at   Stellenbosch on   1 June     1999
           ------------      ---------------

As witnesses


1.  _____________________________         /s/ H.  Carse
                                          --------------------------------------
                                          for and on behalf of Twine, the
                                          signatory warranting his authority
2. ______________________________         Name: H Carse


                                      -83-
<PAGE>


                                                                  EXHIBIT 10.11

                                    AGREEMENT

                                     between

                        Twine Media (Proprietary) Limited
                             (SA Reg no 94/00158/07)
                                       of
          Coetzier Street / PO Box 456, Stellenbosch 7600, South Africa
                            (Telefax 27-21-887 1645)

                                    ("Twine")


                                       AND

                          FIRST SOUTH AFRICA CORP., LTD
                          (BERMUDA CO FILE NO 0-27494)
                                       OF
     c/o First South Africa Holdings (Pty) Ltd,EUROPAIR BUILDING, GRADER RD,
                               SPARTAN EXT 3 / PO
                           BOX 4001 KEMPTON PARK 1620
                            (Telefax 27-11-392 7009)

                                    ("FSAC")



                                       AND


                                   LPI LIMITED

                               (UK REG NO 3092714)
                                       OF
       2ND FLOOR, CORPORATE PLACE, 13 MISPEL STREET, BELVILLE SOUTH AFRICA
                          (TELEFAX 27 - 21 - 948 7354)

                                     ("LPI")


WHEREAS:

A        Twine holds 100% of the issued share capital of LPI (trading as
         "Leisure Planet"), an Internet based travel services provider;

B        FSAC, a Nasdaq listed USA corporation wishes to invest US$9,891,196
         million in LPI as share capital and initially loan capital;

THEREFORE THE PARTIES NOW AGREE:

<PAGE>




1.       INTERPRETATION

         In this agreement, unless the context indicates otherwise:

1.1      "Capital Contribution Schedule" means the schedule annexed hereto
         marked "A", setting out the dates on, and amounts which FSAC will
         contribute funds to LPI as either share or, initially only, loan
         capital;

1.2      "Company" means LPI Limited, a party to this agreement;

1.3      "FSAH Investment" means the South African Rand 60 million that
         Rembrandt Group Limited has agreed, subject to certain conditions, to
         invest in FSAC's wholly owned subsidiary, First South African Holdings
         (Pty) Ltd and which amount has, on behalf of FSAC, been converted to
         US$9,891,196;

1.4      "LPI Ordinary Share" means an ordinary share, ranking PARI PASSU, with
         every other ordinary share, issued in the capital of LPI;

1.5      "Subscription Date" means 15 February 1999, being the latest date upon
         which FSAC will subscribe for and be issued with 2,173 LPI Ordinary
         Shares;

1.6      words in the singular, shall include the plural, and vice versa, words
         in the masculine gender shall include the feminine and neuter genders,
         and vice versa and any reference to a person shall include partnerships
         and bodies corporate and vice versa;

1.7      paragraph headings shall not be used to determine the meaning of any
         provision; and

1.8      should the preamble to this agreement or this clause 1 confer rights
         and obligations on any party, these shall be effective and binding.

2.       SUSPENSIVE CONDITIONS

         This agreement is subject to and conditional upon fulfilment of the
         following suspensive conditions by not later than the Subscription
         Date, namely :

2.1      the approval of the Twine Board;

                                       -2-

<PAGE>



2.2      the approval of the FSAC Board;

2.3      the closing of the Yahoo! and Lycos portal deals in respect of the
         European internet travel market by LPI; and

2.4      completion of the pre-subscription actions set out in clause 3 below.

         The suspensive conditions set out in clauses 2.2 and 2.3 are for the
         benefit of FSAC, who may in its sole discretion, by written notice to
         the other parties, at any time before the Subscription Date, waive the
         need for the fulfilment of some or all of such conditions. It is
         further recorded that, although not a suspensive condition, FSAC will
         seek to procure that, by not later than the Subscription Date, Pierre
         Kleinhans and Bart Goedseels as employees of LPI, enter into heads of
         agreement with LPI setting out their future employment by LPI, on terms
         acceptable to FSAC. FSAC may delay subscribing for shares in LPI until
         this has been done, provided that under no circumstances may such
         subscription be delayed beyond the Subscription Date on account of this
         provision.

3.       PRE-SUBSCRIPTION ACTIONS

3.1      It is recorded that:

         (a) the authorised share capital of LPI is 1,000,000 ordinary shares of
             GB(pound)1.00 (one Pound sterling) each; and

         (b) the issued share capital of LPI is 510 ordinary shares, all issued
             to Twine.

3.2 Immediately after the signature of this agreement Twine shall procure that
    LPI resolves to:

         (a)      allot and issue 2,173 LPI Ordinary Shares of GB(pound)1.00
                  each at par (total subscription price GB(pound)2,173) to FSAC;
                  and

         (b)      by not later than 15 October 1999 (the last day for the
                  contribution of funds to LPI by FSAC in terms of the capital
                  Contribution Schedule), allot and issue one further LPI
                  Ordinary Share of GB(pound)1.00 to FSAC at a premium equal to
                  the difference between US$9,891,196 (the FSAH Investment) and
                  the USA dollar value of the total

                                       -3-

<PAGE>



                  subscription price of 2,174 LPI Ordinary Shares at par, as set
                  out in clause 4.4 below;

         (c)      issue a loan note to Twine for the amount of US$10 million,
                  representing Twine's accumulated claims on loan account
                  against LPI, on terms substantially in accordance with what
                  are set out in clause 7 below and otherwise acceptable to
                  Twine. It is recorded that Twine's accumulated claims on loan
                  account against LPI includes a further amount to be disbursed
                  by Twine in favour of LPI to settle all LPI's trade creditors
                  as at 31 December 1998 so that debtors and cash at hand on
                  such date less trade creditors will equal nil. Should the
                  recovery of debtors for the period ended 31 December 1998
                  exceed or fall short of what is provided for in LPI's
                  management accounts drawn to 31 December 1998, Twine shall be
                  reimbursed by LPI in the event of the better than provided for
                  recovery of debtors and Twine shall indemnify LPI in the event
                  of a short fall, in either case by means of a cash payment
                  ("adjustment") by not later than 30 June 1999. The amount of
                  the adjustment will be determined by LPI's auditors.

4.       SUBSCRIPTION FOR SHARES

4.1      Immediately upon receipt of written confirmation by the auditors of LPI
         that all the matters referred to in clause 3 have been completed, but
         not later than the Subscription Date, and provided that: (i) the
         suspensive conditions set out in clause 2 have been fulfilled or
         waived, as the case may be, and (ii) FSAC has received the FSAH
         Investment, FSAC shall subscribe for, and LPI shall, subject to clause
         4.2 below, issue to it, 2,173 LPI Ordinary Shares of GB(pound)1.00 for
         a total subscription price of GB(pound)2,173.

4.2      LPI shall deliver FSAC's share certificate for 2,173 LPI Ordinary
         Shares, on behalf of FSAC to Mourant du Feu & Jeune, of 22 Grenville
         Street, St Helier, Jersey JE4 8PX, Channel Islands (marked for the
         attention of Mr I C James) to hold in escrow (subject to suitable
         written instructions signed jointly by the parties hereto, to Mourant
         du Feu & Jeune) until the Loan Capital (as defined below) has been
         disbursed in full to LPI and capitalized as envisaged in clause 4.5(d)
         below.

4.3      It is recorded that upon completion of the FSAC subscription for LPI
         Ordinary Shares as per clause 4.1 above and clause 4.5(d) below, FSAC
         will hold 2,174 LPI Ordinary Shares amounting to 81% of LPI's issued
         share capital and Twine will hold 510 LPI Ordinary Shares amounting to
         19% of LPI's issued share capital.

                                       -4-

<PAGE>



4.4      FSAC shall further, pending its subscription for a further LPI Ordinary
         Share as envisaged in clause 3.2(b) above, immediately lend to LPI, who
         shall borrow from FSAC, an amount in US Dollars equal to the difference
         between US$9,891,196 (the FSAH Investment) and the USA dollar
         equivalent of the total subscription price of 2,173 LPI Ordinary Shares
         as at the Subscription Date ("Interim Loan Capital").

4.5      The Interim Loan Capital, which is an interim accommodation to
         facilitate the contribution of funds to LPI in accordance with the
         Capital Contribution Schedule, shall, unless all three parties to this
         agreement agree otherwise in writing:

         (a)      be disbursed to LPI  in accordance with the Capital
                  Contribution Schedule;

         (b)      always be regarded as capital earmarked for the subscription
                  by and issue to FSAC of one further LPI Ordinary Share as
                  envisaged in clause 3.2(b) above;

         (c)      not bear interest;

         (d)      as soon as the Loan Capital has been disbursed in full to LPI,
                  or in the event that such capital is not disbursed to LPI in
                  full for any reason whatsoever, as soon as such disbursement
                  ends or on the last day set in the Capital Contribution
                  Schedule for the contribution of such capital by FSAC to LPI,
                  whichever is earlier, be capitalized through the issue of one
                  further LPI Ordinary Share at par and a premium equal to the
                  balance of the Loan Capital and for which purpose FSAC hereby
                  irrevocably authorize any director of LPI to do all things
                  necessary to effect such issue;

         (e)      at all times be subordinated to the Twine Loan and therefore
                  rank behind the Twine Loan and not be repaid until and unless
                  the Twine Loan has been repaid in full. For the sake of
                  clarity, the Interim Loan Capital will not be repayable on
                  demand; and

         (f)      not be used to in any way dilute the shareholding of any other
                  shareholder in LPI.

4.6      In the event that the Loan Capital is not disbursed to or on behalf of
         LPI in full for any reason whatsoever, in accordance with the Capital
         Contribution Schedule for such disbursement, Twine shall immediately
         have the option to call for and hence buy from FSAC, so many LPI
         Ordinary Shares as bear the same ratio to the total FSAC holding of
         2,173 or 2,174, as the

                                       -5-

<PAGE>



                  case may be, shares that the amount of the Loan Capital not
                  yet disbursed to or on behalf of LPI bears to the total amount
                  of the Loan Capital ("Call Option"). (As an example: if the
                  Loan Capital amounts to US$9,8 million and US$2,94 million or
                  30% has not yet been disbursed to or on behalf of LPI by the
                  date concerned, Twine shall be entitled to call 30% or 652 of
                  the 2,174 LPI Ordinary Shares being held by FSAC.)
                  The Call Option shall:

         (a)      be exercised in writing, at any time after after the Loan
                  Capital has not been disbursed to LPI for any reason
                  whatsoever, but not later than 21 days after the last date set
                  in the Capital Contribution Schedule for the disbursement in
                  full of the Loan Capital, or;

         (b)      be exercised at the par value of the shares concerned, i.e.
                  GB(pound)1.00 per share;

         (c)      upon being exercised as aforesaid, result in Twine having
                  bought, and FSAC having sold the appropriate number of LPI
                  Ordinary Shares; and

         (d)      upon being exercised, be settled through Twine paying the
                  purchase price on behalf of FSAC to Mourant du Feu & Jeune, of
                  22 Grenville Street, St Helier, Jersey JE4 8PX, Channel
                  Islands (marked for the attention of Mr I C James) and the
                  latter procuring that the number of LPI Ordinary Shares so
                  bought by Twine is delivered to Twine or its nominee. For this
                  purpose, FSAC hereby irrevocably appoints and authorizes
                  Mourant du Feu & Jeune to do all things necessary on its part,
                  including to sign any transfer documentation required, to
                  effect transfer of the shares so bought to Twine.

5.       MANAGEMENT CONTROL  & DIRECTORS

5.1      With effect from the Subscription Date, FSAC shall:

         (a)      subject to clause 5.2 below, have management control of LPI;
                  and

         (b)      be entitled to appoint a majority of the board of directors of
                  LPI:

         provided, however, that Twine will at all times, for as long as it
         remains a shareholder, by written notice to FSAC and LPI, have the
         right to appoint at least two directors of LPI, including to remove,
         replace and fill any vacancy in any such appointment from time to time.

                                       -6-

<PAGE>




5.2      At any meeting of the board of directors of LPI, a quorum shall exist
         only if prior written notice of such meeting has been given and at
         least one director appointed by FSAC and at least one director
         appointed by Twine are present.

5.3      For as long as Twine holds at least 5% of the issued share capital of
         LPI, LPI may not, without the prior written consent of Twine, which
         consent shall not be withheld unreasonably:

         (a)      appoint, remove or replace its auditors;

         (b)      make any material acquisition of which the value exceeds 5% of
                  of shareholders' funds;

         (c)      other than in the ordinary course of business and in
                  accordance with budgets submitting to and approved by the
                  board of directors, incur any interest bearing debt, or if not
                  interest bearing, debt that will rank ahead of the Twine Loan;

         (d)      enter into any transaction with a related party at values that
                  do not represent at arm's length market values. Should there
                  be a dispute between the parties as to whether a proposed
                  transaction is proper on this basis, the values concerned
                  shall be referred to a merchant bank, jointly appointed by the
                  parties, for determination. Failing agreement on the identity
                  of the merchant bank, each party may appoint its own merchant
                  bank whereupon the average of the values determined by both
                  banks, shall be taken as the market values. For purposes of
                  this clause a "related party" shall include any holding
                  company, subsidiary, including of such holding company,
                  shareholder or director of LPI, or any entity in which such
                  shareholder or director has, directly or indirectly, a
                  material interest ;

         (e)      merge its business of Internet travel services provider with
                  that of any third party;

         (f)      dispose of its business of Internet travel services provider;

         (g)      discontinue or abandon its business of Internet travel
                  services provider;

         (h)      engage in any activity or incur any debt that is not in the
                  ordinary course of its business.


                                       -7-

<PAGE>



6.       WARRANTIES & UNDERTAKINGS

         It is recorded and agreed that other than for the warranties and
         undertakings expressly set out in this agreement, Twine and LPI have
         not made or given any representations, warranties, indemnities or
         undertakings to FSAC and that FSAC has been afforded every opportunity
         to investigate and satisfy itself with the financial soundness or
         otherwise of LPI and of the nature and extent its business operations
         and ongoing commitments. Notwithstanding the aforegoing, and for the
         sake of clarity, it is recorded that the business of LPI shall include
         all South African operation currently being conducted in Belville under
         the name of "Leisure Planet" being all the South African operations of
         LPI, present and former.

7.       THE TWINE LOAN

7.1      The Twine Loan of US$10 million referred to in clause 3.2(b) above
         will:

         (a)      not bear interest;

         (b)      rank in preference above any other shareholder's claim,
                  present and future, of LPI and shall always be paid off first
                  before the claim of any other shareholder is met;

         (c)      not be repayable on demand other than as a first claim against
                  the sale proceeds in the event that LPI sells its business or
                  any material part thereof or from the proceeds of the next
                  round of funding of LPI or the sale and / or subscription
                  proceeds in the event of any public offer of shares in LPI;
                  and

         (d)      at Twine's option, be available for Twine to participate in
                  the further funding of LPI.

7.2      FSAC and LPI undertake to Twine that until  the Twine Loan is repaid,
         LPI shall not:

         (a)      pay any dividend on any LPI ordinary share;

         (b)      pay any shareholder interest on any claim against LPI;

                                       -8-

<PAGE>



         (c)      create, issue, service or redeem any preference share,
                  debenture or other loan stock; or

         (d)      do anything that will adversely affect the Twine Loan,
                  including LPI's ability to repay such loan at any time;

         without the prior written consent of Twine provided, however, that LPI
         may at any time borrow from FSAC on a non-interest bearing basis only
         to repay the Twine Loan.

7.3      Should any further shares in LPI be issued, the subscription proceeds
         shall first be applied in repayment of the Twine Loan. Similarly, in
         the event that both Twine and FSAC jointly sell any of their interest
         in LPI to any third party, such sale shall be deemed to include the
         Twine Loan so that the aggregate sale consideration for the entire
         transaction shall, unless Twine agrees otherwise, first be allocated in
         payment of the Twine Loan and the balance, if any, to the sale of the
         shares of both parties.

8.       THE TWINE OPTION

8.1      Twine may at any time up to, and including, an initial public offer by
         LPI, subscribe for and be issued with a further so many LPI Ordinary
         Shares as would, after issue of the additional shares to be acquired or
         issued by LPI, constitute 6% of the issued share capital of LPI. This
         option (the "Twine Option"):

         (a)      shall be exercised in writing not less than 30 (thirty) days
                  before any initial public offer of LPI shares;

         (b)      may be exercised for a smaller number of shares or in tranches
                  (for not less than 10% of the total and in a round number to
                  the nearest 100), i.e Twine may in its sole discretion, elect
                  to acquire only some of the additional option shares or to
                  acquire such shares over a period of time, provided that when
                  it exercises the option for a smaller number of shares, it
                  need not state whether this is the only shares that it elects
                  to acquire.

         (c)      shall be exercised at a total subscription price of US$100,000
                  (one hundred US Dollars) for all the option shares, pro rated
                  if for a smaller number of shares.

9.       GOOD FAITH AND COOPERATION

9.1      With effect from the first subscription date in their relationship as
         shareholders of LPI, Twine and FSAC undertake to: (i) observe the
         utmost good faith to each other and not to do

                                       -9-

<PAGE>



         anything or refrain from doing anything, which might prejudice or
         detract from their respective rights or interests; and (ii) to use
         their best endeavours to promote the business of LPI .

9.2      Each of the parties undertake to:

         (a)      do and to procure the doing  by others, and to refrain and to
                  procure that others will refrain from doing, all things;

         (b)      pass, and to procure the passing of such resolutions of the
                  directors or shareholders of LPI or of any other company
                  relevant;

         to the extent that it may lie within such party's powers and may be
         required to give effect to this agreement.

9.3      In the event that FSAC's shareholding in LPI falls below 50%, Twine and
         LPI shall negotiate in good faith with a view to the establishment of a
         voting pool to ensure continuing joint control of LPI.

9.4      Nothing contained in this agreement shall create a relationship of
         partnership or agency between any of the parties.

10.      DISPOSAL  OF SHARES AND PRE-EMPTIVE RIGHTS

10.1     Until such time as LPI has successfully made an initial public offer of
         its shares and has its shares listed on a recognized stock exchange, a
         shareholder may only sell or otherwise dispose of its shares in LPI
         and, if that be so, an equivalent portion of its shareholders' loan
         claims against LPI,:

         (a)      with the prior written consent of the other shareholder; or

         (b)      in the manner set out in clause 10.2 and further.

10.2     A shareholder that wishes to sell or otherwise dispose of its shares or
         any of its shares, and, if that be so, an equivalent portion of its
         shareholders' loan claims against LPI, to a bona fide third party
         purchaser, shall first offer such shares and loan claims ("the sale
         shares") to the other shareholder by means of a written notice ("the
         sale notice").


                                      -10-

<PAGE>



10.3     The sale notice shall  set out:

         (a)      the number of sale  shares;

         (b)      the purchase price of the sale shares which shall sound either
                  in South African Rand or US Dollars;

         (c)      any other terms or conditions that are material to the offer
                  for sale of the sale shares; and
         (d)      the identity and such other details as the recipient of the
                  sale notice may reasonably require, of the bona fide third
                  party to whom the offeror proposes to sell the sale shares.

10.4     Upon receipt of the sale notice, the shareholder to whom the sale
         shares are being offered, ("the offeree") shall have 30 (thirty) days
         within which to accept such offer in writing. If it does so, and only
         then, the offeror shall have sold, and the offeree have bought the sale
         shares on the terms set out in the sale notice.

10.5     Should the offeree not accept the offer of the sale shares in full as
         set out in the sale notice, the offeror shall be entitled to sell or
         otherwise dispose of the sale shares only to the bona fide third party
         of whom the offeree had been notified, provided that such sale or
         disposal shall not be on terms, including price, more favourable than
         those set out in the sale notice, at any time within two months of
         expiry of the offer of the sale shares to the offeree.

10.6     Should there be more than one offeree shareholder, the offer of the
         sale shares shall be deemed to have been made to them pro rata to their
         then shareholding, provided that an offeree may, without being obliged,
         accept the offer in respect of all the sale shares.

10.7     This clause 10 shall not preclude a party from at any time,
         transferring its shareholding in LPI to a subsidiary, co-subsidiary or
         to its holding company, provided that: (i) the transferee acknowledges
         in writing to the other parties that it shall be bound by the
         provisions of this agreement; and (ii) should the relationship of
         holding company, subsidiary or co-subsidiary ceases, the shares are
         transferred back to the original transferor, being a party to this
         agreement.

                                      -11-

<PAGE>



10.8     In the event that the immediate parent company of a party to this
         agreement, being a shareholder of LPI, sells and transfers its control
         in such party to a third party who does not fall within the
         relationship set out in clause 10.7, the party concerned shall be
         deemed to have irrevocably offered its shares in and claims on loan
         account against LPI to the other shareholders of LPI for a period of 21
         days at a price to be agreed between the parties, and failing such
         agreement within a reasonable period, to be determined by a merchant
         bank jointly appointed and paid for by the parties. If the parties
         cannot agree on such appointment within a further reasonable period,
         each shall appoint and pay its own merchant bank and the price shall be
         the average of the prices respectively determined by such banks.

10.9     In the event of FSAC selling all or some of its shares in and, if that
         be so, claims on loan account against LPI, whether in terms of this
         clause 10 or in any other manner, to a third party purchaser, Twine may
         require that FSAC procures that the purchaser also purchases all or a
         pro rata share of Twine's shares, in and claims on loan account against
         LPI at the same price and on the same terms, or should such purchaser
         not want to purchase more shares, that the shares and claims on loan
         account to be sold to him are drawn equally from both FSAC and Twine in
         proportion to their then shareholding in LPI.

10.10    For as long as Twine is to remain a shareholder following to the sale
         of any shares pursuant to this clause, FSAC, if the seller, shall
         procure that the purchaser undertakes in writing to be bound by the
         provisions of this agreement.

11.      ADDRESSES AND NOTICES

11.1     Each of the parties chooses the addresses and facsimile number on the
         first page of this agreement as respectively its DOMICILIUM CITANDI ET
         EXECUTANDI ("DOMICILIUM"), postal address and facsimile number for the
         purposes of giving any notice, the serving of any process and for any
         other purposes arising from this agreement.

11.2     A party may, at any time, by written notice to the others, change its
         DOMICILIUM, postal address or facsimile number to another, provided
         that it must always at least provide a physical street address as
         DOMICILIUM.

11.3     Any notice given and any payment made by a party to any of the others
         ("the addressee") which:


                                      -12-

<PAGE>




         (a)      is delivered by hand during the normal business hours of the
                  addressee at the addressee's domicilium for the time being,
                  shall be presumed, until the contrary is proved by the
                  addressee, to have been received by the addressee at the time
                  of delivery;

         (b)      is posted by prepaid registered first class / air mail to the
                  addressee at the addressee's chosen postal address for the
                  time being, shall be presumed, until the contrary is proved by
                  the addressee, to have been received by the addressee on the
                  14th day after the date of posting; or

         (c)      in the case of a notice only, is sent by facsimile to the
                  addressee's chosen facsimile number during the normal business
                  hours of the addressee, shall be presumed, until the contrary
                  is proved by the addressee, to have been received at the time
                  it was so transmitted.

12.      GENERAL

12.1     No alteration, cancellation, variation of, or addition to this
         agreement shall be of any force or effect unless reduced to writing and
         signed by the parties to this agreement or their duly authorised
         representatives.

12.2     This document contains the entire agreement between the parties in
         relation to its subject matter and no party shall be bound by any
         undertakings, representations, warranties, promises or the like not
         recorded in this agreement.
12.3     No indulgence, leniency or extension of time which any party ("the
         grantor") may grant or show to any other party shall in any way
         prejudice the grantor or preclude the grantor from exercising any of
         its rights in the future.

12.4     This agreement shall be governed by the laws of the Republic of South
         Africa. The parties similarly submit themselves to the jurisdiction of
         the Cape Provincial Division of the High Court of South Africa.

12.5     To the extent that memorandum and articles of association of LPI
         conflict with or fail to record the provisions of this agreement, the
         provisions of this agreement shall take precedence and be given effect
         to. Any party hereto may nevertheless at any time require that the
         memorandum and articles of association of LPI be amended to give effect
         to this agreement.

12.6     LPI shall bear the cost of the drafting and finalization of this
         agreement.

12.7     This agreement will be effectively signed and be binding through each
         or some of the parties signing a separate but identical copy
         (originally e-mailed to such party) thereof and then faxing the copy
         signed by it to the other parties, which in the case of FSAC shall be
         the fax

                                      -13-

<PAGE>



         number appearing on page one, and in the case of Twine and LPI, 021 -
         887 3639. As soon as is practically possible thereafter, the parties
         shall, for record purposes, nevertheless all sign and exchange a single
         copy of this agreement.

Thus done and signed:


(d)      Dated at  Stellebosch on  12 February 1999

(d)      AS WITNESSES



1.  _____________________________        /s/ JG Swiegers
                                         ---------------------------------------
                                         for and on behalf of Twine, the
                                         signatory warranting his authority

2. ______________________________        Name: J G Swiegers (Director)


Dated at  Kempton Park  on 19 February 1999

As witnesses


1.  ____________________________        /s/ Clive Kabatznik
                                        ----------------------------------------
                                        for and on behalf of FSAC, the
                                        signatory warranting his authority

2.  ____________________________        Name:  C Kabatznik (Director)


Dated at _________________ on ______________________ 1999

As witnesses



1.  ____________________________         /s/ H.  Carse
                                         ---------------------------------------
                                         for and on behalf of LPI, the signatory
                                         warranting his authority

2.   ____________________________        Name: H Carse (Director)


                                      -14-

<PAGE>
                                                                          "A"


                        The Capital Contribution Schedule



     Date of payment            Amount (US$)    Receiving bank account

Upon receipt of the FSAH         3,250,000        LPI Ltd's bank account at:
Investment in the Jersey                               Midland Bank Plc
         Account                                       PO Box 181
                                                       27-32 Poultry
                                                       London
                                                       EC2P 2BX      UK
                                                       A/c no: 37315168
                                                       Serial no:  000146
                                                       Type:   Call Deposit no 1
                                                       Currency: US$


      15 April 1999              1,000,000               As above

       14 May 1999               1,000,000               As above

      15 June 1999               1,000,000               As above

      15 July 1999               1,000,000               As above

     16 August 1999              1,000,000               As above

     15 September 1999           1,000,000               As above

     15 October 1999               641,196               As above
------------------------------------------------  ------------------------------

                                 9,891,196

Note: First South African Corp., may accelerate any of the above payments by
written notice to Mourant du Feu & Jeune (with a copy to Rembrandt Group Ltd)


                                      -15-


<PAGE>


                                                                 EXHIBIT 10.12
                              EMPLOYMENT AGREEMENT


                                     between


                           PETRUS FREDERICK KLEINHANS
                                ("the Employee")


                                       and


                                   LPI LIMITED
                                 ("the Company")


1.         INTRODUCTION


           The parties wish to enter into an employment agreement on the terms
           and conditions set out below.

2.         SUSPENSIVE CONDITION

2.1        The rights and obligations of the parties under this agreement are
           subject to and conditional upon the conclusion, contemporaneously
           with the conclusion of this agreement of an option agreement,
           substantially in the form of schedule 1 ("the suspensive condition")

2.2        If the suspensive condition is not fulfilled, this agreement shall
           lapse and be of no further force or effect, unless the parties agree,
           in writing, to waive fulfillment of the suspensive condition.

3.         POSITION

           The Employee will be employed by the Company in the position of Chief
           Executive Officer.

4.         PERIOD OF EMPLOYMENT

4.1        The Employee's employment will commence on 1 June 1999 and, subject
           to the provisions of clauses 4.2 and 5 below and to any earlier
           agreed termination, will continue for a fixed period of 5 years
           terminating on 31 December 2003, ("the initial period").

<PAGE>



4.2        The Employee's employment will continue after the expiry of the
           initial period unless either party gives the other written notice not
           later than 3 months prior to expiry of the initial period that that
           party wishes to terminate such employment. If the initial period is
           so extended the Employee's employment may be terminated by either
           party giving to the other not less than 3 months written notice of
           termination, or in the circumstances contemplated in clause 5.

5.         TERMINATION OF EMPLOYMENT

           Notwithstanding the provisions of this contract, the Company will be
           entitled to terminate the Employee's employment, with or without
           notice, at any time during his employment, if he:

5.1        is guilty of any serious misconduct, breach of trust or deliberate
           neglect in the discharge of his duties under this contract;

5.2        knowingly or negligently places himself in a position where his
           personal interests conflict with those of the Company;

5.3        discloses the Company's confidential information to any person not
           authorized by the Company to receive such information;

5.4        becomes of unsound mind;

5.5        is convicted of any criminal offense involving fraud or dishonesty;
           or

5.6        is guilty of any conduct which will justify summary dismissal at
           common law.

6.         EMPLOYMENT DUTIES

6.1        The Employee undertakes to:

6.1.1      carry out, conscientiously and to the best of his abilities, all such
           functions and duties, and exercise judiciously all the discretions,
           as the Company from time to time may assign to him and as are
           reasonable or lawful;

                                        2

<PAGE>



6.1.2      obey and comply with all lawful and reasonable instructions given to
           him by the board of directors or its delegates;

6.1.3      be loyal to the Company in all dealings and transactions relating to
           the business and interests of the Company and to use his best
           endeavours to protect and promote the business, reputation and
           goodwill of the Company; and

6.1.4      devote the whole of his time and attention during normal business
           hours, and such reasonable additional time as the exigencies of the
           Company's business may reasonably require, to the business affairs of
           the Company and to his duties in terms of his employment with the
           Company.

6.2        It is recorded and agreed that the Employee will initially render his
           services exclusively and on a full-time basis to the business of the
           Company carried on in Belgium. However, the Employee shall render
           services in such other places as the Company may from time to time
           agree with the Employee.

7.         REMUNERATION

7.1        The Employee will be paid a monthly salary initially in an amount of
           US$12,500.00, which will be deposited into a bank account of the
           Employee's choice not less than four days before the end of each
           month.

7.2        The Employee's monthly salary will be reviewed annually. The adjusted
           remuneration will be effective from 1 January. Such adjustment will
           be no less than the increase in the Consumer Price Index, from time
           to time, of the country in which the services are rendered.

7.3        The Employee will also be reimbursed for all expenses reasonably
           incurred by him in the course of his duties, subject to delivery to
           the Company of vouchers or other documentary evidence supporting such
           expenses.

7.4        The Employee agrees that the company may take out a key man insurance
           policy over the life of the Employee. The Company shall be
           responsible for payment of the premium relating to cover of
           US$1,000,000. In the event of the death of the Employee the Company
           shall pay to the Employee's wife and dependent children and amount of
           US$1,000,000 less any taxed attributable to such payment.

                                        3

<PAGE>



7.5        The Employee's remuneration and benefits he receives in terms of his
           employment will be subject to deductions required by law as well as
           the rules of any Company employee benefit schemes which the Employee
           may join.

8.         ANNUAL LEAVE

8.1        The Employee shall be entitled to 25 working days' paid annual leave
           in respect of every cycle of 12 completed calendar months of his
           employment ("leave cycle").

8.2        The Employee shall take a minimum of 10 working days' annual leave
           during each leave cycle or within 6 months of the expiry thereof.

8.3        Annual leave in addition to that referred to in 8.2 may be
           accumulated.

9.         SICK LEAVE

9.1        The Employee will be entitled to 30 working days' paid sick leave in
           every 3 year cycle of employment, such entitlement to accrue only in
           the event that sickness or injury requires him to be absent from
           work.

9.2        Any further paid sick leave will only be given with the written
           permission of the board of directors or the Company's management.

9.3        Should the Employee at any time become unable to perform his duties
           adequately be reason of ill health, the Company and the Employee
           shall agree the terms of termination of his employment, failing which
           such terms will be determined by the Company in its reasonable
           discretion.

10.        INTELLECTUAL PROPERTY AND CONFIDENTIALITY

10.1       The Employee acknowledges that if, while he is employed by the
           Company, he makes any invention, innovation or discovery that is
           within the scope of the existing or planned activities of the
           Company, whether of not he is employed in a capacity which normally
           requires him to make technological or commercial improvement to the
           property or assets or activities of the Company, or if, in the course
           of

                                        4

<PAGE>



           making any invention, innovation or discovery, he makes use of the
           personnel or other resources or facilities of the Company, all
           proprietary rights in such invention, discovery or innovation
           (including copyright in any work associated with the invention,
           discovery or innovation) will vest in the Company.

10.2       The rights of the Company under clause 10.1 above will include the
           right to obtain formal registration in its name of the proprietary or
           intellectual property rights in the invention, discovery or
           innovation. The Employee undertakes, both while employed by the
           Company and after the termination of employment for any reason, to
           take all steps reasonably necessary to assist the Company in this
           regard, including:

10.2.1     disclosing full details promptly in writing to the Company of the
           invention, discovery or innovation;

10.2.2     signing all assignment deeds or other documents prepared in this
           regard by or on behalf of the Company;

10.2.3     giving the Company and its attorneys or other advisers such
           assistance as may be required in obtaining legal protection for, and
           in commercially exploiting, the invention, discovery or innovation.

10.3       If the Employee applies within 1 year after the termination of his
           employment by the Company for any reason for the registration of a
           patent, registered design or trade mark, or is cited as the inventor
           or author in respect of any patent registered design or trade mark
           applied for in this period, the invention, discovery or innovation
           will be deemed, unless he proves otherwise, to have been made during
           his employment by the Company. The Employee undertakes to notify the
           Company in writing, and in advance of the event, of any proposed
           application for such registration.

10.4       If the Company undertakes that if it decides not to obtain legal
           protection for any invention, discovery or innovation mentioned
           above, or if the Company decides not to exploit commercially any such
           invention, discovery or innovation, the Company will promptly notify
           the Employee in writing of the decision and if the Company in its
           discretion so decides, the Company will also notify the Employee

                                        5

<PAGE>



           in writing that he may himself obtain legal protection for, and
           exploit commercially, the invention, discovery or innovation, at his
           cost and for his benefit.

10.5       The Employee acknowledges that he is obliged as part of his duties to
           apply his skills, training and experience for the benefit of the
           Company.

10.6       The Employee agrees that copyright in all works made in the course
           and scope of his employment by the Company and of which he is the
           author or co-author, will vest in the Company.

10.7       During the Employee's period of employment and subsequent thereto, he
           shall not make use of, directly or indirectly, and shall not disclose
           any of the Company's, or any of a group company's, trade secrets or
           confidential information, including, but not limited to technical
           knowhow and data, plans, drawings, systems, methods, software,
           processes, client lists, business affairs, suppliers' lists,
           marketing information or financial information, or those of other
           persons who have made such disclosures to the Company or the group
           company concerned under conditions of confidentiality other than to
           persons authorized by the Company, the group company concerned or
           those employed by them who are required to know such secrets or to
           have such information for the purpose of their employment with the
           Company or with the group company concerned.

10.8       If the Employee is uncertain as to whether any information is
           confidential or is a trade secret, the Employee shall in writing
           request a ruling from the Company. The Employee undertakes to abide
           by any ruling made in good faith by the Company.

10.9       The obligations in this clause shall survive the termination of this
           contract and the Employee shall at no time thereafter disclose any
           such information until, and the onus shall be on the Employee to
           demonstrate this, that information has become public knowledge as a
           result of deliberate disclosure by the Company.

11.        RESTRAINT OF TRADE

11.1       The Employee undertakes to the Company that for a period commencing
           on the last day of his employment and terminating one year after the
           termination of his employment with the Company, he will not, whether
           directly or indirectly:

                                        6

<PAGE>



11.1.1     compete with the Company or be interested in any business which
           trades in the field of on-line travel e-commerce. For this purpose,
           the Employee shall be deemed to be so "interested in a business", or
           "competing with the Company" if he becomes engaged or interested
           whether directly or indirectly, and whether as proprietor, partner,
           shareholder, agent, consultant, financier or otherwise, in any
           company, firm, business or undertaking which carries on business in
           any of the fields referred to in 11.2 or in any of the areas referred
           to in 11.3;

11.1.2     persuade, induce or encourage any employee if the Company or any
           person who was an employee of the Company during the previous twelve
           months, to become employed by or interested in any manner whatever in
           any field of activity referred to in 11.2, or to terminate his
           employment with the Company.

11.2       The Employee acknowledges -

11.2.1     that having regard to the nature of its business, the customers of
           the Company are or could be drawn from any place within the world;

11.2.2     that the Company may suffer damage if he were to operate a on-line
           travel e-commerce business within the area to which, and during the
           time which, the restraint is to apply;

11.3       Each and every restraint contained in this clause is separate and
           divisible from every other restraint in this clause and from any
           other restraint so that if any one of the restraints is or becomes
           unenforceable for any reason that restraint will be severable and
           will not affect the validity of any other restraint contained in this
           clause 11 or otherwise.

11.4       Insofar as the restraints are considered by the parties to be
           reasonable in all the circumstances, they agree that if the
           restraints, taken together, are adjudged to go beyond what is
           reasonable in all the circumstances but would be adjudged reasonable
           if part or parts of the wording of the restrains were deleted, the
           restraints shall apply with such words deleted.

                                        7

<PAGE>



12.        PROCEDURES AND REGULATIONS

           The policies, rules and regulations set down by the Company from time
           to time, including all rules relating to disciplinary and grievance
           procedures, form part of the Employee's conditions of employment.

13         MISCELLANEOUS MATTERS

13.1       POSTAL ADDRESS

13.1.1     Any written notice in connection with this contract may be addressed:

13.1.1.1   in the case of the Company to:

                  Mispel Street
                  1st Floor Corporate Place
                  Belleville 7530
                  South Africa

13.1.1.2   in the case of the Employee to:

                  Pierre Kleinhans
                  Oude Putsebaan 43
                  3140 Keerbergen
                  Belgium

13.1.2     The notice shall be deemed to have been duly given:

13.1.2.1   7 days after posting, if posted by registered post to the party's
           address in terms of this sub-clause;

13.1.2.2   on delivery, if delivered to the party's physical address in terms of
           either this sub-clause or the next sub-clause dealing with service of
           legal documents;


                                        8

<PAGE>



13.1.2.3   on dispatch, if sent to the party's then telefax number, and
           confirmed by registered letter posted no later than the next business
           day.

13.1.3     A party may change that party's address for this purpose, by notice
           in writing to the other party.

13.2       ADDRESS FOR SERVICE OF LEGAL DOCUMENTS

13.2.1     The parties choose the following physical addresses at which
           documents in legal proceedings in connection with this Agreement may
           be served (i.e. their domicilia citandi et executandi):

13.2.1.1   The Company:

                  13 Mispel Street
                  1st floor Corporate Place
                  Belleville 7530
                  South Africa

13.2.1.2   The Employee:

                  Pierre Kleinhans
                  Oude Putsebaan 43
                  3140 Keerbergen
                  Belgium


13.2.2     A party may change that party's address for this purpose to another
           physical address by notice in writing to the other party.

13.3       INDULGENCES

           If either party at any time breaches any of its obligations under
           this contract, the other party ("the aggrieved party"):


                                        9

<PAGE>



13.3.1     may at any time after that breach exercise any right that became
           exercisable directly or indirectly as a result of the breach, unless
           the aggrieved party has expressly elected in writing or by clear and
           unambiguous conduct, amounting to more than mere delay, not to
           exercise the right. (If the aggrieved party is willing to relinquish
           that right the aggrieved party will on request do so in writing.) In
           particular, acceptance of late performance shall be for a reasonable
           period after performance be provisional only, and the aggrieved party
           may still exercise that right during that period;

13.3.2     shall not be estopped (i.e. precluded) from exercising the aggrieved
           party's rights arising out of that breach, despite the fact that the
           aggrieved party may have elected or agreed on one or more previous
           occasions not to exercise the rights arising out of any similar
           breach or breaches.

13.4       ENTIRE CONTRACT

           This contract, read with the further personnel documentation to which
           the Employee has a right of access at any reasonable time, contains
           all the express provisions agreed on by the parties with regard to
           the subject matter of this contract and the parties waive the right
           to rely on any alleged express provision not contained in the
           contract and/or the other documents mentioned above.

13.5     NO REPRESENTATIONS

           Neither party may rely on any representation which allegedly induced
           that party to enter into this contract, unless the representation is
           recorded in this contract.

13.6     VARIATION, CANCELLATION AND WAIVER

           No agreement varying, adding to, deleting from or cancelling this
           contract, and no waiver of any right under this contract, shall be
           effective unless reduced to writing and signed by or on behalf of the
           parties.

13.7     ASSIGNMENT

           Neither party may cede that party's rights or delegate that party's
           obligations in terms of this contract without the prior written
           consent of the other party.

                                       10

<PAGE>


13.8     SURVIVAL RIGHTS, DUTIES AND OBLIGATIONS

           Termination of this contract for any cause will not release a party
           from any liability which at the time of termination has already
           accrued to the other party or which after termination may accrue in
           respect of any act or omission prior to termination.

13.9     APPLICABLE LAW

           All matters arising out of or in connection with the interpretation,
           implementation, termination or cancellation of this contract, shall
           be governed in accordance with the laws in force in the United
           Kingdom, from time to time, and the law of United Kingdom shall be
           deemed for all purposes to be the proper law of this contract.


Signed at                  on                                1999.

WITNESS:                                            for LPI LIMITED



-----------------------------------       --------------------------------------
                                                    duly authorised hereto



Signed at                  on                                 1999.



WITNESS:




-----------------------------------       --------------------------------------
                                                    PETRUS FREDERICK KLEINHANS

                                       11


<PAGE>

                                                                   EXHIBIT 21.1


              LEISUREPLANET HOLDINGS, LTD. (formerly known as First
                            South Africa Corp., Ltd.)
                                     Bermuda
                                Listed on NASDAQ
<TABLE>
<CAPTION>
                                                                                                                   100% OF
                   81% OF                                             100% OF                                 FIRST SOUTH AFRICA
                LPI LIMITED                           FIRST SOUTH AFRICAN HOLDINGS (PTY.) LTD.                 MANAGEMENT CORP.
                  ENGLAND                                           SOUTH AFRICA                                   DELAWARE
       100% OF                100% OF                                 51.5% OF
    LEISUREPLANET           LEISUREPLAN                       FIRST LIFESTYLE HOLDINGS
     (PTY.) LTD.              BELGIUM                  LISTED ON JOHANNESBURG STOCK EXCHANGE
                              (N.V.)
<S>                          <C>                 <C>                               <C>                        <C>

                                                                 LIFESTYLE PRODUCTS
                                                REPUBLIC UMBRELLAS              PIEMANS PANTRY

                                                 GALACTEX OUTDOOR               ASTORIA BAKERY

                                                    SA LEISURE                   SEEMANNS MEAT
                                                                                   PRODUCTS

                                                    TRADEWINDS                    GULL FOODS
                                                      PARASOL

                                                                                FIFERS BAKERY

</TABLE>
<PAGE>