TOUCAN GOLD CORP
20FR12G, 1999-10-29
BLANK CHECKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

(Mark One)

|X|  REGISTRATION  STATEMENT  PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934

|_|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED _____________

|_|  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 __________________

                                Toucan Mining Plc
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
                                Toucan Mining Plc
- --------------------------------------------------------------------------------
                 (Translation of Registrant's name into English)
                                   Isle of Man
- --------------------------------------------------------------------------------
                 (Jurisdiction of incorporation or organization)
     4th Floor, Celtic House, Victoria Street, Douglas, Isle of Man IM99 1QZ
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT.

                                 Ordinary Shares
- --------------------------------------------------------------------------------
                                (Title of Class)

                                (Title of Class)
 SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(D)
                                  OF THE ACT.

                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)

INDICATE THE NUMBER OF  OUTSTANDING  SHARES OF EACH OF THE  ISSUER'S  CLASSES OF
CAPITAL  OR COMMON  STOCK AS OF THE CLOSE OF THE  PERIOD  COVERED  BY THE ANNUAL
REPORT.
                                                     Not Applicable
                                                  ------------------------------

                                                  ------------------------------

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     No   X
                                       ---     ---

Indicate by check mark which financial statement item the registrant has elected
to follow.  Item 17       X        Item 18
                         ---                 ---

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS  DURING THE PAST
FIVE  YEARS)  Indicate  by check  mark  whether  the  registrant  has  filed all
documents  and reports  required to be filed by Sections  12, 13 or 15(d) of the
Securities  Exchange Act of 1934  subsequent to the  distribution  of securities
under a plan confirmed by a court. Yes _____ No _____



<PAGE>



                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS.

General

         Toucan  Mining  Plc,  an  Isle  of  Man  public  limited  company  (the
"Company"), holds a single mining claim in the Cuiaba Basin of Brazil, the right
to acquire  six  additional  claims in the same  region and  ordinary  shares of
Minmet Plc  ("Minmet"),  an Irish  company that engages in mining  operations in
Brazil and  elsewhere,  whose  ordinary  shares  are  quoted on the  Exploration
Securities  Market of the Irish Stock  Exchange.  The  Company is not  currently
conducting mining operation but is assessing the future economic benefits of its
existing and potential claims.

         The Company's parent corporation is Authoriszor Inc., formerly known as
Toucan  Gold  Corporation  ("Parent").  Parent  was  organized  in the  State of
Delaware on July 22, 1996. Parent was formed for the purpose of  reincorporating
Starlight Acquisitions, Inc., a Colorado corporation ("Starlight"), in the State
of Delaware (the  "Reincorporation").  Starlight was incorporated on January 20,
1989.  The  Reincorporation  was effected by merging  Starlight into Parent (the
"Merger"),  which prior to the  Reincorporation was a wholly owned subsidiary of
Starlight,  pursuant to an Agreement and Plan of Merger.  Upon completion of the
Merger,  Starlight ceased to exist, and Parent continued to operate the business
of Starlight  under the name Toucan Gold  Corporation.  On August 25, 1999,  the
Parent's  Certificate of Incorporation  was amended to change Parent's name from
Toucan Gold Corporation to Authoriszor Inc.

Distribution

         On July 16,  1999,  the  Board of  Directors  of  Parent  approved  the
spin-off of all of the ordinary  shares (the  "Ordinary  Shares"),  par value 10
pence  (Sterling) per share,  of the Company to the  stockholders of Parent (the
"Distribution").  The Ordinary  Shares will be  distributed on a share for share
basis to holders of the common  stock of Parent,  par value $0.01 per share (the
"Parent  Common  Stock")  as of  the  record  date.  The  record  date  for  the
Distribution  was  originally  set for  August 3,  1999.  Pursuant  to  Delaware
corporate law, however, if the Distribution is not consummated within 60 days of
such  date,  a new  record  date  must  be  selected.  The  consummation  of the
Distribution is conditioned  upon the  fulfillment of the following  conditions:
(i) the registration of the Ordinary Shares under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and (ii) the furnishing of an information
statement to Parent's  stockholders as of the record date describing the Company
and the Distribution that  substantially  complies with Regulation 14C under the
Exchange  Act.  As of  October  3,  1999,  these  two  conditions  were  not yet
satisfied.  As a result,  the  Distribution was not consummated and a new record
date must be selected by the Company.  The Company will  announce the new record
date when it has more  certainty  as to the  anticipated  effective  date of the
Distribution.

         Pursuant  to the Share  Sale  Agreement  between  Parent and the former
shareholders  of  ITIS  Technologies   Limited  (the  "ITIS   Shareholders")  in
connection with the acquisition by Parent of ITIS Technologies Limited, the ITIS
Shareholders,  who currently own in the aggregate 34% of the outstanding  shares
of Parent Common Stock (not including  outstanding  options and warrants),  will
not receive shares of the Company in the Distribution.

Toucan Mining PLC

         Prior to August 4, 1999,  the  Company was a private  company,  as that
term is defined under the Companies Act 1931 - 1933, operating under the name of
Toucan Mining  Limited.  On August 4, 1999,  Toucan Mining Limited was converted
into a public  limited  company,  at which  time its name was  changed to Toucan
Mining  Plc.  Prior to July 15,  1999,  the  Company  conducted  its  operations
primarily  through its wholly  owned  subsidiary,  Mineradora  de Bauxita  Ltda.
("MBL"),  which is an  authorized  mining  company  organized  under the laws of
Brazil.  Effective  July 15, 1999,  the Company sold all of the share capital of
MBL to Minmet. See "Minmet  Transactions." The principal executive office of the
Company is located at Celtic House,  Victoria Street,  Douglas, Isle of Man IM99
IZQ.



                                        1

<PAGE>




Minmet Transactions

         On December 4, 1998,  Parent and the Company  consummated the following
transactions (the "Minmet  Transactions"),  involving,  among other things,  the
grant of an option to Minmet to purchase all of the issued share capital of MBL.

         The Company  granted an option (the "MBL  Option") to Minmet to acquire
all of the issued  share  capital  of MBL.  The  Company  received  7.5  million
ordinary shares (the "Option  Shares") in Minmet solely for the Company granting
the MBL Option.  All of the Option Shares (except  approximately  30,000 shares)
were  transferred  to certain of the  existing  creditors  of Parent  and/or the
Company to extinguish  certain  liabilities owed by Parent and/or the Company to
such creditors.  On June 30, 1999,  Minmet exercised the MBL Option and acquired
all of the issued  share  capital of MBL by  issuing  an  additional  25 million
Minmet ordinary shares (the "Completion  Shares") in the aggregate to Parent and
the Company.

         The sale and  distribution  of the Completion  Shares are restricted as
follows.  The  Company  and Parent  may sell up to 3 million  of the  Completion
Shares  in the  aggregate  each of the three  six (6)  month  periods  after the
issuance  thereof.  Any  Completion  Shares not  disposed  of in a six (6) month
period may be added to the number of Completion Shares that may be sold in later
periods.

         Minmet  has agreed  that the  Completion  Shares may be placed  through
Minmet's  brokers  with  Minmet's  consent  and that it will act  reasonably  in
respect  of all such  requests  by  Parent  or the  Company  for the sale of the
Completion Shares.

         Additionally, Parent granted an option to Minmet (the "Loan Option") to
acquire from Parent the benefit of the loans it had made to MBL in the principal
amount of $1 million. Parent received the sum of $275,000 solely for granting to
Minmet the Loan Option. On June 30, 1999, Minmet exercised the Loan Option.  The
exercise of the Loan Option was  consummated  on July 15, 1999 and in connection
therewith,  Minmet paid to Parent  $250,000 and issued to Parent or its designee
warrants (the "Minmet Warrants") to subscribe for a further 7.7 million ordinary
shares of Minmet at an exercise price of 8 pence (Sterling) per share.

         In  connection  with  the  Distribution,  the  proceeds  of the  Minmet
Transactions  were allocated  between Parent and the Company as of June 30, 1999
as follows:

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------
                               AMOUNT OF                   ALLOCATED TO                  ALLOCATED TO
  FORM OF PROCEEDS             PROCEEDS                      PARENT                        COMPANY
- -------------------------------------------------------------------------------------------------------
<S>                           <C>                           <C>                           <C>
Cash                          $250,000                      $250,000                      $0
- -------------------------------------------------------------------------------------------------------
Minmet Shares                 $2,765,000                    $1,493,100                    $1,271,900
- -------------------------------------------------------------------------------------------------------
Minmet Warrants               $385,000                      $0                            $385,000
- -------------------------------------------------------------------------------------------------------
Total                         $3,400,000                    $1,743,100                    $1,656,900
- -------------------------------------------------------------------------------------------------------
</TABLE>


         For  purposes  hereof,  the  Minmet  shares  were  valued  at  7  pence
(Sterling)  per share based on the trading  price of Minmet  shares on the Irish
Stock  Exchange  at 8.25  pence  (Sterling)  per  share as of June 30,  1999 and
discounting  such price  because of the  restrictions  on transfer of the Minmet
shares  applicable  to Parent and the Company.  The amounts  stated in the above
table were computed  based on the currency  exchange  ratio of $1.58 per 1 pound
(Sterling).  See  Note C to the  Company's  Consolidated  Financial  Statements,
included herewith.

         Subsequent to June 30, 1999, the Company sold 1.5 million Minmet shares
at the placing price of 8 pence (Sterling) per share. This transaction  resulted
in net cash  proceeds of  approximately  $190,000 to the Company,  not including
placement  commissions.  As of September 10, 1999, the Company holds  10,030,000
Minmet shares.


                                        2

<PAGE>



         Parent had also sold a total of 10.5 million  Minmet shares in July and
August of 1999 and as of October  1,  1999,  had only  3,000,000  Minmet  shares
remaining.  Because the  limitations  on the number of Minmet shares that may be
sold by Parent and the Company are applied on  aggregate  basis,  Parent and the
Company are precluded from selling any additional Minmet shares without Minmet's
consent until January 1, 2001, but additional  Minmet shares can be sold through
Minmet's brokers with Minmet's consent.

The ITIS Transaction.

         On July 22, 1999,  Parent  consummated  the  acquisition  of all of the
issued and outstanding  capital stock of ITIS  Technologies  Limited,  a company
organized  under  the laws of the  United  Kingdom  ("ITIS"),  in  exchange  for
4,680,375 shares of Parent Common Stock, pursuant to a Share Sale Agreement (the
"Share Sale  Agreement"),  dated July 22, 1999,  by and between ITIS and Parent.
The former  shareholders  of ITIS (the "ITIS  Shareholders")  now own 34% of the
issued and outstanding shares of Parent Common Stock, not including  outstanding
options and warrants.

         The  Distribution  was  approved  by  Parent's  Board of  Directors  in
connection  with  the  ITIS  transaction.  The  ITIS  Shareholders  advised  the
management  of Parent  that it would not enter  into an  acquisition  of ITIS by
Parent unless Parent divested its mining claims.  Consequently,  in the Heads of
Agreement  relating to the ITIS  transaction,  Parent covenanted to effectuate a
spin-off of the stock of the Company to Parent  stockholders,  not including the
ITIS  Shareholders.  The Share Sale Agreement was executed after Parent Board of
Directors  approved  the  Distribution.  In the Share Sale  Agreement,  the ITIS
Shareholders  consented to the Distribution and acknowledged that they would not
receive Parent Common Stock in the Distribution.

Mining Claims

         As noted  above,  the Company owns one mining claim in the Cuiaba Basin
of Brazil and the right to acquire six additional claims in the same region. For
additional information about these claims, please see "Item 2.
Properties."

Mining Operations

         The following  discussion of the Company's mining operations includes a
discussion of Brazilian law. The discussion of Brazilian law matters  represents
the Company's current  understanding of applicable Brazilian law based on it and
its advisors'  and  consultants'  review of  information  relating  thereto made
available to them as of the date hereof.

         Description of Exploration and Mining Concessions.  Under the Brazilian
Federal Constitution,  all mineral resources belong to Brazil. The government of
Brazil  does not  grant  outright  ownership  of a mineral  deposit  to a mining
company.  Exploration  and mining of mineral  resources  may be carried out only
following  the  grant of an  exploration  permit  or  mining  concession  by the
Departamento  Nacional  Produca  Mineral (the  "DNPM"),  which  administers  the
Brazilian Mining Code and other laws and regulations  governing  prospecting and
mining  operations in Brazil.  Mining  concessions are granted only to Brazilian
companies that have been duly  authorized by the Ministry of Mines and Energy to
act  as  a  mining  company.  In  1995,  the  Brazilian  government  approved  a
constitutional amendment that eliminated the requirement of Brazilian control of
mining  companies,  so that a Brazilian mining company can be 100% foreign owned
and still qualify as a mining company.

         Under Brazilian law, in order to obtain a mining  concession,  a mining
company must first obtain an exploration permit (referred to herein as a claim).
The first step in  obtaining a mining  claim is filing an  application  with the
DNPM,  which must  include an  exploration  plan as well as comply with  certain
other requirements.



                                        3

<PAGE>



         Under  Brazilian law, if a claim is granted,  the granting of the claim
will, in due course, be published by the Brazilian authorities in the Government
Gazette.  Such  publication  can occur from one to twenty years from the date of
the claimant making such application with respect to such claim.  Once the claim
is published in the Government  Gazette an annual tax of $0.47 per Ha is payable
on the published claim.

         The granting of an  exploration  claim conveys the right to explore the
area covered by the claim.  Claims are granted for a three-year term,  renewable
on request,  subject to an annual fee. Exploration must begin in accordance with
the exploration  plan forming part of the application  within a specified period
of the claim being  granted.  The claim may be canceled at the discretion of the
DNPM if the claim holder  suspends  exploration  for a period of more than three
consecutive months or 120 non-consecutive days. The holder of a terminated claim
may reapply to regain the claim area.  The onus is on the claim holder to notify
the DNPM of any changes to the  exploration  plan.  On completion of the work, a
final  report  must be  filed  with  the  DNPM  describing  the  results  of the
exploration program.

         Mining concessions are granted only after exploration  demonstrates the
existence of a mineral deposit that is economically exploitable.  Therefore, the
report filed by the claimant  with the DNPM must include an economic  assessment
of the claim  area and a  feasibility  analysis.  Moreover,  the  claimant  must
demonstrate  to the DNPM that it has the  financial  capability to carry out the
proposed  plan.  The   application   for  a  concession  must  also  include  an
environmental plan, covering water treatment, soil erosion, air quality control,
re-vegetation and reforestation and site reclamation. Once granted, the terms of
the  concession  will include  conditions  concerning  mitigating  environmental
impacts,  site safety,  construction codes, waste disposal and site reclamation.
Following application, the DNPM may request additional information.

         A mining concession grants the right to extract and process the mineral
contained in the deposit in  accordance  with the plan  approved by the DNPM and
allows a mining company to exploit the deposit to exhaustion,  usually without a
predetermined  or fixed term. The concession  holder also has the right to sell,
transfer or lease such rights to a third party subject to DNPM  approval.  After
the grant of the mining  concession is published in the  Government  Gazette,  a
concession holder has 90 days to request possession of the deposit,  and initial
work in  accordance  with the mining  plan must  begin  within six months of the
publishing  date.  Once begun,  mining may not be suspended for a period of more
than six months on penalty of a possible  cancellation  of the concession at the
discretion of the DNPM. However,  management understands that longer suspensions
have been granted by the DNPM.  Annual  statistical  data on production  must be
reported to the DNPM,  which will also send  representatives  on  periodic  site
inspections.  Failure to comply with  regulations and mining plans may result in
penalties ranging from fines and other restitution to cancellation of the mining
concession and/or prison terms for officers of the Company.

         The Brazilian Mining Code and the Federal Constitution of Brazil impose
on mining companies  requirements relating to, among other things, the manner in
which  mineral  deposits are  exploited,  the health and safety of workers,  the
protection and restoration of the  environment,  the prevention of pollution and
the promotion of the health and safety of local  communities where the mines are
located.  The  Mining  Code also  imposes  certain  notification  and  reporting
requirements.

         Description  of  Mining  Area.  The  majority  of land  covered  by the
Company's claim is a sandy gravely soil covered in light scrub.  Cattle ranching
is the principal  agricultural  activity.  Except where the claims fall within a
township such as Cuiaba,  the majority of the land is agricultural and has a low
value.

         Landowners. The Brazilian Mining Code requires a claim holder to obtain
the consent of the surface  owners to access the surface of the  property.  This
usually  entails  some form of an  agreement  between  the  claim  owner and the
surface owner  involving the payment of  compensation  to the surface owners for
damage  and loss of income  caused by the use and  occupation  of their  land in
connection  with mining  activities.  In the event that an  agreement  cannot be
reached  with the  surface  owner,  the Company  may seek legal  recourse  under
Brazilian  law,  which  provides  that a claim holder has the right of access if
conducting  mineral  exploration  activities,  by  seeking a  judicial  order to
determine the amount of surface  damage to the property and to grant the surface
owner a royalty on future production.



                                        4

<PAGE>



         Brief History of Previous  Operations.  Gold mining in the Cuiaba Basin
began  around  1719.  Mining  activity was  sporadic,  tending to coincide  with
periods of high gold price or  technical  innovations  that  enabled  profitable
extraction of the gold.  The most recent phase of activity  occurred  during the
1980's  when a period of high gold prices  coincided  with the  availability  of
metal  detectors.   Miners  quickly  realized  that  by  using  this  equipment,
near-surface  gold  mineralization   (nuggets)  could  be  readily  located  and
recovered  with the help of earth moving  equipment.  Thousands of hectares were
stripped of soil and vegetation.  Under present economic conditions,  the mining
by  garimpeiros  of the easily  located  nugget  fields is not  feasible as near
surface quartz veins and mineralized host rock are only accessible by using bulk
earth and rock moving equipment, not generally available to the garimpeiros.

         Climate.  Exploration and mining operations are possible throughout the
year.  The  rainy  season is from  December  through  to  April.  There are only
occasional thunder storms from May to December.  In summer (December - February)
the  temperature  can reach as high as 45 degrees  Centigrade  although the mean
temperature is 35 degrees Centigrade.

         Environmental Laws. Previous miners have stripped thousands of hectares
of soil and  vegetation  in the Cuiaba  Basin.  MBL will arrange to document the
existing  environmental  condition  of its  claims to place on  record  with the
environmental  authorities  the  damage  done  to the  environment  by  previous
operators.  Environmental  regulation  and  protection  in  Brazil  is  based on
provisions  of the Federal  Constitution,  and of federal,  state and  municipal
legislation.  Mining and  industrial  activities  require the  preparation of an
environmental  impact statement and the acquisition of an environmental  permit.
In addition,  the Mining Code requires the  reclamation and restoration of mined
areas.

         In March of 1998,  Brazilian  Federal Law No. 9605, which  reclassifies
certain practices against the environment as crimes,  became effective.  Some of
the activities which are enumerated as "crimes against the environment" include:
(1)  performing  research,  mining or  extraction of mineral  resources  without
authorization and (2) inducing  mortality in the animal life existing in rivers,
lakes, dams, ponds, bays or waters under Brazilian  jurisdiction.  Additionally,
the new law  provides for the  possibility  of forced  liquidation  of any legal
entity formed or used primarily  with the intent to permit,  facilitate or cover
up crimes against the environment.

         Gold Sales.  Gold mined in Brazil must be sold (i) to the Central  Bank
of Brazil  (via one of their  registered  agents),  (ii) to the Sao  Paulo  gold
exchange  or (iii) to any  registered  gold buyer in  Brazil.  The price paid is
normally  the  London  afternoon  Gold Fix.  On  occasion  a premium  is paid of
typically  2%. The agent  charges a  commission  that is normally  between 0.5 -
1.0%. The seller of the gold is paid in U.S. Dollars.

         Brazilian Taxation. In general,  Brazilian mining companies are subject
to a 25% income tax and an 8% social  security  contribution.  Dividends paid to
shareholders  domiciled  abroad  are  subject  to a 15%  withholding  tax by the
Brazilian taxing authority.

         Exchange Controls.  Exchange  transactions are generally  controlled by
the  Central  Bank of Brazil  which  authorizes  a series of banks to act in the
foreign exchange market,  selling and buying  currencies.  There is a commercial
rate of exchange  published  daily by the Central Bank based upon market results
on said day. A free market,  and quotation  system  exists,  mainly dealing with
tourist activities.  Both rates have been extremely close since the inception of
the stabilization plan ("Plano Real") several years ago.

         Description  of  Present  Condition  of  Property;   Modernization  and
Physical  Condition of Plant and Equipment.  The Company is currently  assessing
the future  potential of its existing and potential  mining claims.  The Company
does  not  currently  have  any  employees.   The  Company  may  employ  various
consultants,  geologists,  land  personnel,  administrative  personnel and field
hands in connection if it determines to undertake future mining operations.  See
"Employees" below. Alternatively,  the Company may determine to enter into joint
venture or other business  arrangements  to develop such claims or may determine
to sell such claims.

         At this time,  the Company is an  exploration  stage company and has no
probable  or proven  reserves  as  defined by the rules and  regulations  of the
Securities and Exchange Commission (the "Commission").



                                        5

<PAGE>




Exploration and Development Risks

         The  exploration  for and  development  of  mineral  deposits  involves
significant risks that even a combination of careful evaluation,  experience and
knowledge may not eliminate.  While the discovery of gold reserves may result in
substantial  rewards,  few properties that are explored are ultimately developed
into producing mines. Major expenses may be required to establish gold reserves,
to develop  metallurgical  processes  and to  construct  mining  and  processing
facilities at a particular  site. There can be no assurance that the exploration
programs being  conducted by the Company will result in a profitable  commercial
mining operation. There is aggressive competition within the mining industry for
the  discovery and  acquisition  of  properties  considered  to have  commercial
potential.  The Company will compete  with other  interests,  many of which have
greater  financial  resources  than  they  will  have,  for the  opportunity  to
participate in promising projects. Significant capital investment is required to
achieve commercial production from successful exploration efforts.

         Whether a mineral  deposit  will be  commercially  viable  depends on a
number of factors,  some of which are the particular  attributes of the deposit,
such as size,  grade and  proximity  to  infrastructure,  as well as gold prices
which are highly  cyclical and  government  regulations,  including  regulations
relating to prices,  taxes,  royalties,  land use,  importing  and  exporting of
minerals and environmental protection.  The exact effect of these factors cannot
be accurately predicted,  but the combination of these factors may result in the
Company not receiving an adequate return on investment capital.

         The economic feasibility of prospective  projects,  such as the mineral
claims in the Cuiaba  Basin,  is based upon,  among other  things,  estimates of
reserves,  metallurgic  characteristics,  recoverability,  capital and operating
costs of such  projects  and future  gold  prices.  These and other  prospective
projects are also subject to the successful  completion of feasibility  studies,
issuance of necessary permits and receipt of adequate financing.

         Development  projects  have no  operating  history  upon  which to base
estimates  of  future  cash  operating  costs  and  capital   requirements.   In
particular, estimates of reserves, metal recoveries and cash operating costs are
to a large extent based upon the  interpretation  of geologic data obtained from
drill holes and other sampling  techniques and feasibility  studies which derive
estimates of cash operating costs based upon  anticipated  tonnage and grades of
ore to be mined and  processed,  the  configuration  of the ore  body,  expected
recovery rates of various metals from the ore, comparable facility and equipment
costs,  anticipated  climate  conditions and other factors.  As a result,  it is
possible that actual cash  operating  costs and economic  returns of any and all
development  projects may materially differ from the costs and returns initially
estimated.

         In addition,  exploration  activities and mining  operations  generally
involve a high degree of risk. If the Company were to discover gold reserves and
bring them into  production,  the Company would be subject to all of the hazards
and risks normally encountered in the exploration, development and production of
gold,  including  unusual  and  unexpected  geology  formations,   rock  bursts,
cave-ins,  flooding and other conditions involved in the drilling and removal of
materials,  and which  could  result in damage  to, or  destruction  of,  mines,
equipment  and  other  producing   facilities,   damage  to  life  or  property,
environmental damage and possible legal liability. Although adequate precautions
to minimize risk will be taken,  mining  operations are subject to hazards (such
as equipment  failure or failure of  retaining  dams around  tailings,  disposal
areas), which may result in environmental pollution and consequent liability.

Employees

         The Company has  no employees.  However,  since November 1995, L. Clark
Arnold has served,  and will continue to serve,  as a consultant to the Company.
In his capacity as consultant, Mr. Arnold will serve the Company as the Director
of Exploration. See "Item 10. Directors and Officers of Registrant."



                                        6

<PAGE>




Other Business Opportunities

         On the  Distribution  Date, it is expected that more than forty percent
(40%) of the  value of the total  assets of the  Company  will be  comprised  of
investment  securities - the Minmet shares and the Minmet Warrants. As a result,
the Company may fall within the definition of an "investment  company" under the
Investment  Company  Act of 1940,  as amended  (the  "Investment  Act"),  and be
subject  to the  registration  provisions  thereof.  The  Investment  Act places
restrictions  on  companies   registered   thereunder,   including  its  capital
structure,  its transactions  with affiliates and its business  activities.  The
Securities  and  Exchange  Commission  has  promulgated  a rule (the  "Transient
Investment  Company  Rule") under the  Investment  Act that permits a company to
avoid being subject to the Investment Act for a period of up to one year despite
the holding of investment  securities in excess of the 40% threshold referred to
above if, among other things, the board of directors of such company has adopted
a  resolution  that states  that it is not such  company's  intention  to engage
primarily in the activities of an investment company by the end of such one year
period.  The Company does not intend to engage primarily in the activities of an
investment  company  on a long  term  basis  and has  adopted  to the  requisite
resolutions  to invoke the Transient  Investment  Company Rule so as not to fall
within  the  definition  of an  investment  company  at the end of the one  year
period,  which period commenced on July 15, 1999. In connection  therewith,  the
Company  will  consider  various  alternatives,  including,  seeking  to  obtain
Minmet's consent to permit the Company to sell all or  substantially  all of its
Minmet  securities;   seeking,   investigating  and,  if  warranted,   acquiring
non-securities  assets,  including  operating  businesses;  and  pursuing  other
related activities  intended to enhance  shareholder value. The acquisition of a
business may be made by purchase,  merger,  exchange of stock or otherwise.  The
Company has limited capital, and, it is likely that the Company will seek to use
its stock as the acquisition  currency. At the present time, the Company has not
identified  any  business  opportunity  that it  plans to  acquire,  nor has the
Company  reached any agreement or  understanding  with any person  concerning an
acquisition.  Application  of the provision of the Investment Act to the Company
would have a material adverse effect on the Company.

         There can be no  assurance  that the Company will be able to dispose of
its Minmet securities and/or acquire sufficient non-securities assets within the
applicable  time period to avoid becoming  subject to the costly and restrictive
registration  and other  provisions of the  Investment  Act and the  regulations
promulgated thereunder.


ITEM 2.           PROPERTIES.

         Mining Claims

         In  September  1996,  Parent  entered  into an  agreement  (the "Claims
Agreement") to acquire from Joseph J. Haraoui  twenty-five  (25) priority claims
(the "Claims") in the Cuiaba Basin of Brazil. Subsequently,  there was a dispute
between Parent and Mr. Haraoui  relating to the Claims and the amount and nature
of the consideration  that was to be paid by Parent to Mr. Haraoui in connection
with the delivery of the Claims.  On June 9, 1999,  Parent (and related parties)
seeking to resolve this dispute  entered  into an  Agreement of  Settlement  and
Release  (the  "Agreement")  with  Haraoui  and  related  parties  (collectively
"Haraoui") to settle all disputes  between Parent (and certain related  parties)
and Haraoui relating to the Claims.

         Pursuant to the  terms of the  Agreement, Haraoui  released  Parent and
certain related parties,  including the officers and directors of Parent and the
Company, from all claims or liabilities relating to the Claims. Parent delivered
to Mr. Haraoui an aggregate of 250,000 shares of Parent Common Stock.

         Pursuant  to the  terms  of the  Agreement,  Haraoui  delivered  to the
Company the seventh  (7th) claim on Exhibit A to the Agreement and agreed to use
his best  efforts to deliver to the Company (or its  assignee)  all of the first
six (6) claims  described on Exhibit A to the Agreement,  certified by the DNPM,
with priority,  having good, clean and transferrable  title and published by the
Brazilian  authorities in the Government  Gazette (each a "Certified  Claim" and
collectively the "Certified Claims").  Further, it was agreed that prior to June
30, 2002 (the  "Termination  Date"),  Haraoui  would not pledge,  sell,  give an
option  to  purchase,   contract  to  sell  or  otherwise   assign  any  of  the
above-referenced  claims to any person or entity  other than the Company (or its
assignees).


                                        7

<PAGE>



         The Company agreed to pay to Haraoui or Haraoui's nominee an additional
cash payment of U.S.$20,000  for each  Certified  Claim that is delivered to the
Company. If a claim referenced on Exhibit A to the Agreement is not delivered to
the Company as a Certified Claim on or before the Termination  Date, the Company
will have no  obligation  whatsoever to make any payment to Haraoui with respect
to such claim.

         The Company owns no other claims or  properties,  except for its Minmet
shares and Minmet Warrants.


ITEM 3.           LEGAL PROCEEDINGS.

         The Company is not a party to any pending legal proceeding,  nor is the
Company's property the subject of a pending legal proceeding.


ITEM 4.           CONTROL OF REGISTRANT.

                  (a)      Upon  the  consummation  of  the  Distribution,   the
                           Company's   Ordinary  Shares  will  be  held  by  the
                           stockholders   of  Parent  as  of  the  record  date.
                           Pursuant to the Share Sale  Agreement  between Parent
                           and the ITIS  Shareholders,  executed  in  connection
                           with the  acquisition by Parent of ITIS  Technologies
                           Limited, the ITIS Shareholders,  who currently own in
                           the aggregate 34% of the outstanding shares of Parent
                           Common Stock (not including  outstanding  options and
                           warrants),  will not receive shares of the Company in
                           the Distribution.

                  (b)      The following table sets forth information  regarding
                           the  beneficial  ownership of Ordinary  Shares on the
                           Distribution  Date (assuming a record date of October
                           1, 1999) by (i) each  person  known by the Company to
                           beneficially  own  more  than  5% of the  outstanding
                           shares of Parent  Common  Stock on  October  1, 1999,
                           (ii)  each  of  the  Company's  Directors,  Executive
                           Officers  and  (iii)  the  Company's   Directors  and
                           Executive Officers as a group.


                                        8

<PAGE>

<TABLE>
<CAPTION>



                                                                                AMOUNT AND
                                                                                NATURE OF
NAME OF INDIVIDUAL OR                                                           BENEFICIAL       PERCENT
NUMBER OF PERSONS IN GROUP                                                       OWNER(1)      OF CLASS(2)

<S>                                                                             <C>              <C>
Robert P. Jeffcock(3)(4)(2)(9).......................................              250,000        2.75%
L. Clark Arnold(4)...................................................              420,000        4.62%
Francis C. Howard(9).................................................               42,500          *
Adrian E.D. Leventhorpe(9)...........................................                    0           0
Caithness Limited(5).................................................              685,812        7.55
Zalcany Limited(6)(7)................................................              725,334        7.82
Roy G. Williams(6)(7)................................................            1,742,334       18.56
Reads Trustees Limited(5)............................................            1,274,820       14.31
Igor Mousasticoshvily(8).............................................              776,666        8.55
Directors and Executive Officers as a group (4 persons)..............              712,500        7.84

<FN>
- ---------------------------

         *        Less than 1%

         (1)      The persons named in this table have record  ownership of such
                  shares and except as indicated in the footnotes to this table,
                  the   persons   named  in  the  table  have  sole  voting  and
                  dispositive power with respect to shares shown as beneficially
                  owned by them.  Pursuant to Rule 13d-3 under the Exchange Act,
                  a person has  beneficial  ownership  of any  securities  as to
                  which  such  person,  directly  or  indirectly,   through  any
                  contract, arrangement,  undertaking, relationship or otherwise
                  has or shares voting power and/or  investment  power and as to
                  which such person has the right to acquire such voting  and/or
                  investment  power  within 60 days.  Percentage  of  beneficial
                  ownership  as  to  any  person  as  of a  particular  date  is
                  calculated by dividing the number of shares beneficially owned
                  by such person by the sum of the number of shares  outstanding
                  as of such date and the  number  of  shares  as to which  such
                  person has the right to acquire voting and/or investment power
                  within 60 days.

         (2)      Based on 9,085,433 shares of  Parent  Common Stock outstanding
                  as of October 1, 1999 not including the shares of Common Stock
                  held by the ITIS Shareholders.

         (3)      Mr. Robert  Jeffcock is a Director and President of Parent and
                  the Managing Director of the Company is included in a class of
                  potential  beneficiaries  in  a  Trust  which  owns  Caithness
                  Limited. Does not include an option to purchase 200,000 shares
                  of Parent Common Stock that is presently  exercisable  because
                  such option  does not  entitle the holder to acquire  Ordinary
                  Shares.

         (4)      Director  and  Officer  of  Parent  and a  consultant  to  the
                  Company.  Does not include an option to purchase 50,000 shares
                  of Parent Common  Stocks  because such option does not entitle
                  the holder to acquire Ordinary Shares.

         (5)      Reads  Trustees  Limited,  as  trustee,  has sole  voting  and
                  investment control with respect to the shares of Parent Common
                  Stock held by the following  shareholders:  Caithness  Limited
                  (685,812) J.P. Jeffcock No. 2 Settlement Trust (484,008);  The
                  Magnum Trust (105,000).

         (6)      Zalcany Limited is a company  ultimately  controlled and owned
                  by  Mr.   Williams  and  Mr.  R.  M.  Harris.   Together  they
                  effectively share the voting and investment power of shares of
                  Parent  Common  Stock  held by  Zalcany  Limited.  Includes  a
                  warrant to acquire  194,667 shares of Parent Common Stock that
                  is presently exercisable.

         (6)      The  Williams'   family  owns  the  equity  share  capital  of
                  Mustardseed   Estates  Limited.   Accordingly,   Mr.  Williams
                  controls or shares  voting  and/or  investment  power over the
                  following  shareholdings:   Mr.  Williams  (725,334);  Zalcany
                  Limited (725,334);  and Mustardseed Estates Limited (250,000).
                  Also  includes  69,000 shares of Parent Common Stock held by a
                  pension fund for Mr. Williams'  benefit.  Includes warrants to
                  acquire  68,000,  194,667 and 40,000  shares of Parent  Common
                  Stock by Mr. Williams, Zalcany Limited and Mustardseed Estates
                  Limited, respectively, that are presently exercisable.

         (7)      Includes a warrant to acquire  133,333 shares of Parent Common
                  Stock that is presently exercisable.



                                        9

<PAGE>



         (8)      Director  of  the  Company.  The  addresses  of  each  of  the
                  directors of  the Company  may be  located in  Item 10 of this
                  Form 20-F.

</FN>
</TABLE>

                                       10

<PAGE>




ITEM 5.           NATURE OF TRADING MARKET.

         There is currently no trading  market for the  Company's  securities in
either its foreign jurisdiction or the United States. It is not anticipated that
any of the Company's  Ordinary  Shares will be listed on any domestic or foreign
stock exchange,  Nasdaq stock exchange or on the OTC bulletin  board.  Nor is it
anticipated  that any trading market will develop after the  registration of the
Company's securities.


ITEM 6.           EXCHANGE  CONTROLS  AND  OTHER  LIMITATIONS AFFECTING SECURITY
                  HOLDERS.

         None.


ITEM 7.           TAXATION.

                  CERTAIN ISLE OF MAN INCOME TAX CONSEQUENCES OF OWNING AND DIS-
                  POSING OF COMPANY SHARES CAPITAL

         The  following  is a summary  of the  material  Isle of Man  income tax
consequences  that may be generally  applicable to holders of Company  shares of
capital after the Distribution.  Interests in an Isle of Man public  corporation
are called "share capital." Thus, for purposes of this section, the interests in
the Company shall be referred to as Company  Share Capital  rather than Ordinary
Shares.  This summary is based on the Isle of Man Tax Laws,  judicial  decisions
and  authoritative  interpretations  of the  Isle of Man Tax Laws  which  are in
effect on the date hereof. The discussion below does not address all of the Manx
income tax consequences that may be relevant to owners of share capital entitled
to special  treatment under the Isle of Man laws.  Moreover,  this discussion is
based on  current  law which is subject to  change,  and any such  change  could
modify the tax  consequences  discussed herein  prospectively or  retroactively.
Furthermore,  this summary  assumes that the Company  Share  Capital are held as
"capital  assets"  as  defined  by Isle of Man tax  law.  For  purposes  of this
summary,  a "Non-Manx  Holder"  means a  beneficial  owner of an interest in the
Company  which is not taxed as  resident,  as defined by Isle of Man tax law, of
the  Isle of Man.  A "Manx  Holder"  is a  person  or  entity  which is taxed as
resident of the Isle of Man.

         Neither  Parent nor the Company  will seek any rulings from the Isle of
Man  taxing  authority  with  respect  to any  of the  Isle  of Man  income  tax
consequences  of the  ownership or  disposition  of Company  Share  Capital.  In
addition, no tax opinion has been requested or received by Parent or the Company
with respect to the matters discussed herein. There can be no assurance that the
Manx taxing authority will not take a different  position  concerning the income
tax  consequences  of the ownership or  disposition  of Company Share Capital or
that any such position would not be sustained;  however,  Parent and the Company
believe the  ownership  and/or  disposition  of Company  Share  Capital  will be
treated, for Manx income tax purposes, as provided below.

         Dividends.  A distribution  will be treated as a dividend under Isle of
Man tax law to the  extent  it is a  distribution  of  profits  and not of share
capital. A dividend  distribution with respect to the Company Share Capital paid
to Non-Manx  Holders will be subject to a twenty percent (20%)  withholding  tax
when paid by the  Company  unless the Company is exempt  from  taxation.  Parent
believes the Company will not be exempt from taxation in the  immediate  future.
Dividends  paid to Manx  Holders  must be included in their  assessable  income;
however, it is not subject to withholding when paid by the Company.

         Disposition.  The Isle of Man does not tax capital gains. Consequently,
the disposition of the Company Share Capital by either a Non-Manx Holder or Manx
Holder  will not result in a taxable  event for  purposes  of Isle of Man income
taxes.



                                       11

<PAGE>




         THE  FOREGOING IS A GENERAL  SUMMARY OF THE MATERIAL ISLE OF MAN INCOME
         TAX CONSEQUENCES OF A DIVIDEND PAID ON COMPANY SHARE CAPITAL AND/OR THE
         DISPOSITION  OF COMPANY  SHARE CAPITAL  SUBSEQUENT  TO THE  DISPOSITION
         DESCRIBED  ABOVE.  THE SUMMARY IS MADE WITHOUT REGARD TO THE PARTICULAR
         FACTS AND CIRCUMSTANCES OF EACH HOLDER'S TAX SITUATION AND STATUS. EACH
         COMPANY SHARE CAPITAL  HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR
         REGARDING ANY SUCH SPECIFIC TAX SITUATION AND STATUS.


ITEM 8.           SELECTED FINANCIAL DATA.

                      SELECTED CONSOLIDATED FINANCIAL DATA

The  following  selected  consolidated   financial  data  is  derived  from  the
consolidated  financial  statements of the Company.  This data should be read in
conjunction with  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations"  contained  elsewhere herein. The data as of December
31, 1995,  1996,  1997 and 1998, and for the periods then ended are derived from
audited consolidated financial statements.  The data as of June 30, 1999 and for
the six months  then ended are derived  from  unaudited  consolidated  financial
statements.  The unaudited  data reflects all  adjustments  (consisting  only of
normal recurring  adjustments) that the Company  considers  necessary for a fair
presentation of the financial data. The results of operations for the six months
ended June 30, 1999 are not necessarily  indicative of results to be expected in
any future period.

<TABLE>
<CAPTION>

                                             Period from
                                             November 3,                     Years ended                   Six months
                                               1995 to                       December 31,                    ended
                                             December 31,  ----------------------------------------         June 30,
                                                1995            1996           1997           1998            1999
                                              -------          ------         ------         ------          ------
<S>                                          <C>            <C>             <C>           <C>             <C>
Consolidated Statement of
   Operations Data:
     Costs and expenses                      $ 54,173       $ 169,031       $ 81,148      $ 500,257       $  51,527
     Other income (expense)                     8,830         (55,501)      (109,626)      (153,558)        814,983
     Net earnings (loss)                      (45,343)       (224,532)      (190,774)      (653,815)        763,456

Basic and diluted earnings
   (loss) per share                              (.07)           (.35)          (.29)         (1.01)           1.18

Weighted average shares
   outstanding                                647,857         647,857        647,857        647,857         647,857

</TABLE>


<TABLE>
<CAPTION>

                                                              As of December 31,                             As of
                                          ---------------------------------------------------------         June 30,
                                                1995            1996           1997           1998            1999
                                               ------          ------         ------         ------          ------
<S>                                           <C>            <C>           <C>             <C>            <C>
Consolidated Balance Sheet Data:
   Cash                                        13,208        $    3,287    $    71,729     $    82,485    $     498
   Working capital (deficit)                  (76,703)            2,563         35,066          71,000       551,398
   Total assets                               172,738         1,694,730      3,159,624       2,952,860     1,707,398
   Total debt                                       -         1,531,710      3,151,440       3,588,004             -

Stockholders' equity (deficit)                 50,827           162,295        (28,479)       (682,294)    1,707,398

</TABLE>



                                       12

<PAGE>



ITEM 9.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.

         The  Company  has been a  development  stage  company,  conducting  its
operations  in  Brazil  through  its  wholly-owned  subsidiary,  MBL which is an
authorized mining company organized under the laws of Brazil.

         As discussed  under  "Description  of  Business",  the Company sold its
interest in MBL on June 30, 1999, and recognized a gain of $886,965. As a result
of the sale,  the remaining  mining assets owned by the Company at June 30, 1999
are a single mining claim in the Cuiaba Basin of Brazil and the right to acquire
six  additional  claims  in  the  same  region.  The  Company's   directors  and
consultants are reviewing the  aero-magnetic  survey and other  exploration data
provided during the quarter by Minmet,  on the  surrounding  areas to the claims
owned by the Company,  to evaluate its  potential.  Development of the claims is
dependent on the results of the reviews.

         The  Company's  assets  at  June  30,  1999,  consist   principally  of
receivables  arising from the sale of MBL. The  receivables  are payable in 11.5
million shares of Minmet, the buyer, and warrants to purchase 7.7 million Minmet
shares.  Subsequent to June 30, 1999, these receivables were collected,  and the
Company sold 1.5 million Minmet shares for  approximately  $190,000.  Because of
restrictions  agreed to by the Company,  the balance of the Minmet shares cannot
be sold until January 1, 2001 without the approval of Minmet.

         The  operations  of the Company have been financed  since  inception by
loans  from  Parent.  On June  30,  1999,  the  unpaid  balance  of the  loan of
$1,626,236 was contributed by Parent to the capital of the Company.

         Following the  Distribution,  the Company will be  responsible  for the
payment of all of its liabilities and obligations,  and Parent will not make any
further loans or capital  contribution to the Company. In addition,  pursuant to
the  Share  Sale  Agreement,  dated  July  22,  1999,  in  connection  with  the
acquisition  by Parent  of ITIS  Technologies  Limited  (now  named  Authoriszor
Limited), Parent agreed with the former shareholder of ITIS Technologies Limited
that the Company,  and not Parent, shall be responsible for all of the Company's
expenses following the date of such agreement,  including all of the expenses in
connection with the Distribution.

         In  addition,  as  described  under  "Description  of  Business - Other
Business  Opportunities,"  the Company may consider  and pursue  other  business
opportunities to enhance  shareholder value,  including the acquisition of other
businesses.

         Following  the  Distribution,  the  Company  will be  required to incur
expenses as a publicly held reporting company under the Exchange Act,  including
legal fees, accounting fees, and fees for corporate administrative services.

         At June 30, 1999, stockholders' equity of the Company was approximately
$1,700,000,  consisting  primarily  of  receivables  payable in the form of 11.5
million  Minmet  shares  valued at 7 pence per  share and 7.7  million  warrants
(exercisable at any time at 8 pence per share) valued at 5 pence per share.  The
Company sold 1.5 million of these  shares at 8 - 8.5 pence per share  subsequent
to June 30, 1999. The 10 million  remaining shares cannot be sold without Minmet
approval until January 1, 2001 under the terms of a restriction  agreement.  The
warrants are unrestricted and can be exercised and sold at any time.

         Minmet shares are  currently  trading in  significant  volumes at 14-15
pence per share.

         The  Company's  directors  believe that  proceeds from the exercise and
sale of the  warrants,  borrowing  against  (if need be) and the  selling of the
remaining  Minmet  shares  from time to time (as allowed  under the  restriction
agreement) will be sufficient to pay for the day to day  development,  operating
legal,  accounting  and other  administrative  expenses  of the  Company for the
foreseeable future.

         Certain  of the  information  contained  in this Form 20-F  constitutes
forward looking  statements  within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended,


                                       13

<PAGE>



that involves  certain risks,  uncertainties  and additional  costs described in
this Form 20-F. The actual results that are achieved may differ  materially from
any forward looking projections, due to such risks, uncertainties and additional
costs.  Although the Company  believes that the  expectations  reflected in such
forward looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations  will be achieved.  Subsequent  written and oral
forward looking statements  attributable to the Company or persons acting on its
behalf are  expressly  qualified  in their  entirety by reference to such risks,
uncertainties and additional costs.

ITEM 9A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The  Company  holds no  derivative  financial  instruments,  derivative
commodity instruments or other financial instruments.


ITEM 10.          DIRECTORS AND OFFICERS OF REGISTRANT.

         The Board of Directors  currently consists of three (3) persons, Robert
P. Jeffcock, Francis C. Howard and Adrian E. D. Leventhorpe.  Robert P. Jeffcock
serves as the Managing  Director and Francis C. Howard serves as the  Secretary.
The  following  table sets forth  information  about all Directors and executive
officers of the Company and all persons nominated or chosen to become such:
<TABLE>
<CAPTION>
                                                                                                        YEAR FIRST
NAME AND BUSINESS ADDRESS                 AGE                          OFFICE                        ELECTED DIRECTOR
- -------------------------                 ---                          ------                        ----------------
<S>                                       <C>                  <C>                                         <C>
Robert P. Jeffcock                        59                     Managing Director                         1996
2 The Promenade
Castletown
Isle of Man
United Kingdom 1M9-1BJ

Francis C. Howard                         50                   Director and Secretary                      1997
33 Fairway Close
Onchan
Isle of Man
United Kingdom  IM3 2EQ

Adrian E.D. Leventhorpe                   36                          Director                             1999
118 Ballanorris Crescent
Ballabeg
Isle of Man
United Kingdom  IM9 4EU

L. Clark Arnold                           58                    Consultant-Director                        N/A
201 East Rudusill Road                                             of Exploration
Tuscan Arizona
</TABLE>


         Robert P. Jeffcock - Mr. Jeffcock has been the Managing Director of the
Company since January 1996. Mr. Jeffcock has served as the Chairman of the Board
of  Directors,   Chief  Financial  Officer  and  Secretary  of  Parent  and  its
predecessor Starlight since May 10, 1996, and also served as President and Chief
Executive  Officer of Parent and its predecessor  Starlight from such date until
December 31, 1996.  Mr.  Jeffcock  resumed his  positions as President and Chief
Executive  Officer of Parent on May 31, 1997.  From 1987 until 1990 Mr. Jeffcock
was the Managing Director of Blue Angel Mining Ltd., a gold exploration  company
in Ecuador and from 1990 until 1994 he was a director of Atlantis Diamonds Ltd.,
which was involved in diamond  exploration  and production in Brazil.  From 1990
until 1994,  Mr.  Jeffcock  was  President  of Rand  Industries  Inc.,  a mining
company.  In  1981,  Mr.  Jeffcock  was the  co-founder  and  President  of Isle
Resources Inc., a public oil and gas company. In 1984, Mr. Jeffcock co-founded


                                       14

<PAGE>



Lysander  Petroleum  Ltd.,  which is now Pentex  Energy PLC.  Mr.  Jeffcock  was
educated at Bedales School and at Aiglon School Villars, Switzerland.

         Francis  C.  Howard - Mr.  Howard  has  served  as a  director  and the
Secretary  of the  Company  since  December  1997.  Mr.  Howard  qualified  as a
Chartered  Accountant  with the firm of Binder  Hamlyn in 1974  (FCA) and he has
been a member of the Chartered  Institute of Taxation  since 1975 (ATII).  He is
the founder and  principal  of the Coda  Corporate  Services  group of companies
("Coda")  based  in the  Isle of Man.  Coda  specializes  in the  formation  and
administration of companies  worldwide and has its own in-house  qualified legal
and  accounting  specialists.  Mr.  Howard  writes and lectures  extensively  on
corporate and taxation matters and has advised governments of emerging countries
on taxation law.

         Adrian E.D. Leventhorpe - Mr. Leventhorpe has served as director of the
Company since  September  1999.  From 1982 until 1995,  Mr.  Leventhorpe  was an
insurance  broker with Lloyds of London.  From December 1993 to March 1995,  Mr.
Leventhorpe was an insurance broker with the firm Alexander Howden. In 1995, Mr.
Leventhorpe  left  Alexander  Howden to set up his own business which he sold in
1998 when he joined Coda. Mr.  Leventhorpe  currently serves as the New Business
Development Manager for Coda.

         L. Clark Arnold - Mr. Arnold has served, and will continue to serve, as
a consultant  to the Company and Director of  Exploration  for the Company.  Mr.
Arnold is a director of Parent and has served as Vice  President of  Exploration
of Parent and Starlight since May 1996. Mr. Arnold is a registered  professional
geologist in the State of Arizona. Since the mid-1970-s,  Mr. Arnold has engaged
in a  consulting  practice  located  in  Tucson,  Arizona,  focused  on  mineral
exploration  in Southwest  U.S.,  South America and the Southwest  Pacific.  Mr.
Arnold holds a MS Degree and a Pd.D. Degree in Geology, both from the University
of Arizona.

         The Company is not aware of any "family  relationships"  (as defined in
Item 401(c) of Regulation S-B  promulgated by the Commission)  among  directors,
executive  officers,  or persons  nominated  or chosen by the  Company to become
directors or executive officers.

         Except as set forth  above,  the  Company is not aware of any event (as
listed in Item 401(d) of Regulation  S-B  promulgated  by the  Commission)  that
occurred  during the past five years that are material to an  evaluation  of the
ability or integrity  of any  director,  person  nominated to become a director,
executive officer, promoter or control person of the Company.


ITEM 11.                   COMPENSATION OF DIRECTORS AND OFFICERS.

         The Company has paid no  compensation  to its Managing  Director during
the fiscal  years  ended  December  31,  1998,  1997 and 1996 and has granted no
options to its Managing  Director during this time period.  Neither Mr. Jeffcock
nor any other Director has received any options to purchase  Ordinary  Shares of
the Company.  See "Item 12. Options to Purchase  Securities  from  Registrant or
Subsidiaries." It is not anticipated that any Director,  including, the Managing
Director,  will receive any compensation from the Company;  however,  Directors,
including the Managing  Director may receive  reimbursement  of their reasonable
expenses.


ITEM 12.                   OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
                           SUBSIDIARIES.

         While there are no  outstanding  options or  warrants  to purchase  the
Company's  securities,  the Company does have an  obligation  to issue  Ordinary
Shares to holders of certain warrants (the "Distribution  Warrants") to purchase
Parent Common Stock.  Pursuant to certain existing and outstanding  Distribution
Warrant  agreements  entered into by Parent,  upon the issuance of a dividend on
the Parent  Common  Stock  that is paid in  securities  of a company  other than
Parent, the holder of the Distribution  Warrant becomes  automatically  (without
the payment of any  consideration)  entitled to receive such number of the other
company's  securities as such holder would receive had such holder exercised the
Distribution  Warrant to purchase  Parent  Common Stock prior to the issuance of
the dividend. Because the Distribution is structured as a dividend on the Parent
Common  Stock  to  be  paid  in  Ordinary  Shares,   those  individuals  holding
Distribution   Warrants  to  purchase  the  Parent   Common   Stock,   upon  the
Distribution, will be


                                       15

<PAGE>



entitled  to receive  that number of  Ordinary  Shares  that such  holder  would
receive had the holder of the Distribution  Warrants exercised such Distribution
Warrants  prior  to  the  Distribution.  As  of  October  1,  1999,  there  were
Distribution  Warrants outstanding entitling the holders thereof to the right to
purchase 533,000 shares of Parent Common Stock.  Since the Distribution is to be
effected  by the  issuance of one  Ordinary  Share for every one share of Parent
Common Stock,  the Company will have an  obligation  to issue  533,000  Ordinary
Shares after the  effectuation of the  Distribution and upon the exercise of the
Distribution Warrants to purchase Parent Common Stock.


ITEM 13.                   INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.

         Mr. Howard and Mr.  Leventhorpe  both serve as managers with Coda. Coda
has provided,  and will continue to provide  after the  Distribution,  corporate
administrative  services.  For the  Company's  most  recent  fiscal  year,  Coda
received  an annual fee of 945 pounds  (Sterling)  for the  performance  of such
services.  It is estimated  that the future annual fee for such services will be
2,400 pounds (Sterling).  The corporate  services provided by Coda include:  the
preparation and filing of annual returns,  the maintenance of statutory  records
and a registered office, the performance of anti-money  laundering due diligence
and providing director and corporate secretary services to the Company.


                                     PART II


ITEM 14.                   DESCRIPTION OF SECURITIES TO BE REGISTERED.

(a)      CAPITAL  STOCK TO BE  REGISTERED.  As of the  date  hereof,  there  are
         647,875 shares of 10 pence  (Sterling) par value ordinary shares of the
         Company issued and  outstanding  out of a total of 10,000,000  ordinary
         shares,  authorized for issuance.  Each ordinary share is entitled to a
         single vote. The ordinary shares have no conversion rights, liquidation
         preferences, preemptive rights or any other special preferences.

         Prior to the  Distribution  Date,  Parent  will be the sole  beneficial
         owner  of all  the  issued  and  outstanding  Ordinary  Shares.  On the
         Distribution Date, the number of Ordinary Shares issued and outstanding
         will be equal to the number of issued and outstanding  shares of Parent
         Common Stock as of the record date and will be held by the stockholders
         of Parent as of the record date on a one for one share basis. See "Item
         4.  Control of  Registrant."  The  Company  has no  warrants or options
         outstanding  except described in Item 12 hereof.  Pursuant to the Share
         Sale Agreement  between Parent and the ITIS  Shareholders,  executed in
         connection with the acquisition by Parent of ITIS Technologies Limited,
         the ITIS  Shareholders,  who  currently own in the aggregate 34% of the
         outstanding  shares of Parent Common Stock (not  including  outstanding
         options and  warrants),  will not receive  shares of the Company in the
         Distribution.

         The Company has no other securities of any kind.

(b)      DEBT SECURITIES TO BE REGISTERED.  Not Applicable.

(c)      AMERICAN DEPOSITARY RECEIPTS.   Not Applicable.

(d)      OTHER SECURITIES TO BE REGISTERED.  Not Applicable.




                                       16

<PAGE>



                                    PART III


ITEM 15.                   DEFAULTS UPON SENIOR SECURITIES.

         The Company holds no debt securities.


ITEM 16.                   CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR
                           REGISTERED SECURITIES.

         None.





                                       17

<PAGE>



                                     PART IV


ITEM 17.                   FINANCIAL STATEMENTS.

         Filed  herewith  beginning  on  page  F-1  are  the  following  audited
financial statements of the Company:

<TABLE>
<CAPTION>

                                                                                                           Page No.
                                                                                                           --------

<S>                                                                                                             <C>
Report of Independent Certified Public Accountants..............................................................F-1

Consolidated Balance Sheets as of December 31, 1998 and 1997 and June 30, 1999 (unaudited)......................F-2

Consolidated Statements of Operations for the years ended December 31, 1998, 1997, 1996
  and the period ended June 30, 1999 (unaudited)................................................................F-3

Consolidated Statements of Stockholders' Equity for the years ended December 31, 1998, 1997, 1996
  and the period ended June 30, 1999 (unaudited)................................................................F-4

Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997, 1996
  and the period ended June 30, 1999 (unaudited)................................................................F-5

Notes to Consolidated Financial Statements......................................................................F-6


</TABLE>

                                       18

<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Toucan Mining Plc


We have audited the  accompanying  consolidated  balance sheets of Toucan Mining
Plc  and  subsidiary  as  of  December  31,  1998  and  1997,  and  the  related
consolidated statements of operations,  stockholder's equity, and cash flows for
each of the three years in the period ended December 31, 1998.  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  in  accordance  with  generally   accepted  auditing
standards.  Those standards 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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Toucan Mining Plc
and  subsidiary  as of  December  31,  1998 and 1997,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.




GRANT THORNTON LLP

Dallas, Texas
March 5, 1999, except for the first
     paragraph of Note A, as to which
     the date is July 16, 1999



                                       F-1

<PAGE>

<TABLE>
<CAPTION>


                                TOUCAN MINING PLC

                           CONSOLIDATED BALANCE SHEETS






                                                                               December 31,                  June 30,
                  ASSETS                                                   1997             1998              1999
                                                                          ------          -------            ------
                                                                                                           (unaudited)
<S>                                                                  <C>              <C>                <C>
Cash                                                                 $    65,092      $    82,485         $       498

Receivables and other assets                                               6,637           35,665             550,900
                                                                     -----------      -----------         -----------
                  Total current assets                                    71,729          118,150             551,398

Noncurrent receivables                                                         -                -           1,106,000

Mineral rights                                                         3,087,895        2,834,710              50,000
                                                                     -----------      -----------         -----------

                                                                     $ 3,159,624      $ 2,952,860         $ 1,707,398
                                                                     ===========      ===========         ===========

    LIABILITIES AND STOCKHOLDER'S
       EQUITY (DEFICIT)

Accrued expenses and other liabilities                               $    21,478      $    47,150         $         -

Amounts payable to related parties                                        15,185                -                   -
                                                                     -----------      -----------         -----------

                  Total current liabilities                               36,663           47,150                   -

Loans payable to parent                                                3,151,440        3,588,004                   -

Stockholder's equity (deficit)
    Common stock, (pound).10 par value per share; authorized
       10,000,000 shares; issued and outstanding, 647,857
       shares.                                                            96,170           96,170              96,170
    Additional paid-in capital                                           336,000          336,000           1,962,236
    Accumulated deficit                                                 (460,649)      (1,114,464)           (351,008)
                                                                     -----------      -----------         -----------

                  Total stockholder's equity (deficit)                   (28,479)        (682,294)          1,707,398
                                                                     -----------      -----------         -----------

                                                                     $ 3,159,624      $ 2,952,860         $ 1,707,398
                                                                     ===========      ===========         ===========
</TABLE>
        The accompanying notes are an integral part of these statements.



                                       F-2

<PAGE>

<TABLE>
<CAPTION>


                                                     TOUCAN MINING PLC

                                           CONSOLIDATED STATEMENTS OF OPERATIONS







                                                                                                          Six months
                                                             Years ended December 31,                       ended
                                                   ----------------------------------------------         June 30,
                                                            1996          1997            1998              1999
                                                   --------------     ------------    -------------    --------------
                                                                                                        (unaudited)
<S>                                                   <C>               <C>              <C>                <C>
Cost and expenses
    Legal and professional fees                      $  52,309         $   2,349        $   8,351        $    1,832
    Consulting fees                                          -             9,900           64,985            41,832
    Abandoned claims                                         -            50,000          385,420                 -
    Travel costs                                       110,451             3,999            7,413             7,531
    Public relations                                         -             1,844           24,217                 -
    Other                                                6,271            13,056            9,871               332
                                                     ---------         ---------        ---------        ----------

                  Total cost and expenses              169,031            81,148          500,257            51,527

Other income (expense)
    Interest income                                          -                 -               86                 -
    Gain on sale of assets                                   -                 -                -           886,965
    Interest expense                                    55,501          (109,626)        (153,644)          (71,982)
                                                     ---------         ---------        ---------        ----------

                   Total other income
                         (expense)                     (55,501)         (109,626)        (153,558)          814,983
                                                     ---------         ---------        ---------        ----------

                  Net earnings (loss)                $(224,532)        $(190,774)       $(653,815)       $  763,456
                                                     =========         =========        =========        ==========

Basic and diluted earnings (loss) per share              $(.35)            $(.29)          $(1.01)           $ 1.18
                                                        ======            ======          =======           ======

Weighted average shares outstanding                    647,857           647,857          647,857           647,857
                                                       =======           =======          =======           =======
</TABLE>

        The accompanying notes are an integral part of these statements.



                                       F-3

<PAGE>


<TABLE>
<CAPTION>

                                                     TOUCAN MINING PLC

                                      CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY



                                                     Common stock        Additional
                                                 --------------------      paid-in        Accumulated
                                                 Shares       Amount       capital         deficit           Total
                                                 ------       -------    ----------       -----------        -----
<S>                                              <C>          <C>        <C>            <C>              <C>
Balance at January 1, 1996                       647,857      $96,170    $        -     $   (45,343)     $    50,827

Contribution from parent of mineral rights             -            -       336,000               -          336,000

Net loss                                               -            -             -        (224,532)        (224,532)
                                                 -------      -------     ---------      ----------      -----------

Balance at December 31, 1996                     647,857       96,170       336,000        (269,875)         162,295

Net loss                                               -            -             -        (190,774)        (190,774)
                                                 -------      -------     ---------      ----------      -----------

Balance at December 31, 1997                     647,857       96,170       336,000        (460,649)         (28,479)

Net loss                                               -            -             -        (653,815)        (653,815)
                                                 -------      -------     ---------      ----------      -----------

Balance at December 31, 1998                     647,857       96,170       336,000      (1,114,464)        (682,294)

Capital contribution from parent                       -            -     1,626,236               -        1,626,236

Net earnings                                           -            -             -         763,456          763,456
                                                --------      -------    ----------      ----------      -----------

Balance at June 30, 1999 (unaudited)             647,857      $96,170    $1,962,236      $ (351,008)     $ 1,707,398
                                                ========      =======    ==========      ==========      ===========
</TABLE>

        The accompanying notes are an integral part of these statements.



                                       F-4

<PAGE>


<TABLE>
<CAPTION>

                                                     TOUCAN MINING PLC

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS






                                                                                                         Six months
                                                             Years ended December 31,                      ended
                                                   ----------------------------------------------         June 30,
                                                         1996              1997             1998            1999
                                                        ------            ------           ------        -----------
                                                                                                         (unaudited)
<S>                                                 <C>              <C>                <C>              <C>
Operating activities
    Net earnings (loss)                             $ (224,532)      $ (190,774)        $ (653,815)      $  763,456
    Adjustments to reconcile net earnings (loss)
       to net cash used in operating activities
          Gain on sale of assets                             -                -                  -         (886,965)
          Claims written off                                 -           50,000            385,420                -
          Interest added to principal amount
              of loans payable                           7,159          109,626            153,644           71,982
    Net changes in operating assets and liabilities
       Receivables and other assets                          -                -            (35,665)           3,333
       Accrued expenses and other liabilities            1,051           27,611             10,647          (10,497)
                                                    ----------        ---------         ----------       ----------

              Net cash used in operating activities   (216,322)          (3,537)          (139,769)         (58,691)

Investing activities
    Acquisition of mineral rights                   (1,235,912)      (1,446,453)          (132,393)         (80,000)

Financing activities
    Net borrowings from parent                       1,442,313        1,511,795            292,555           56,704
                                                   -----------      -----------         ----------       ----------

                  Net increase (decrease) in cash       (9,921)          61,805             20,393          (81,987)

Cash at beginning of period                             13,208            3,287             65,092           82,485
                                                   -----------      -----------         ----------       ----------

Cash at end of period                              $     3,287      $    65,092         $   82,485       $      498
                                                   ===========      ===========         ==========       ==========

Supplemental cash flow information
    Interest paid                                     $ 48,342                -                  -                -
    Income taxes paid                                        -                -                  -                -

Noncash financing and investing activities:
    Acquisition of mineral rights by issuance
       of common stock of parent                     $ 336,000                -                  -                -

</TABLE>

        The accompanying notes are an integral part of these statements.



                                       F-5

<PAGE>


                                TOUCAN MINING PLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Information with respect to the six months ended
                           June 30, 1999 is unaudited)




NOTE A - BASIS OF PRESENTATION

    Toucan  Mining  Plc,  formerly  Toucan  Mining,   Ltd.,  is  a  wholly-owned
    subsidiary of Authoriszor Inc. ("Parent"), formerly Toucan Gold Corporation.
    On July 16, 1999, the Board of Directors of Parent  approved the spin-off of
    all of the  outstanding  shares of Toucan Mining Plc to the  stockholders of
    Parent.  The record date for the  spin-off  will be selected by the Board of
    Directors of the Company.  The  consummation  of the spin-off is conditioned
    upon the fulfillment of the following conditions (i) the registration of the
    ordinary  shares of the Company  under the  Securities  and  Exchange Act of
    1934,  as  amended  (the  "Exchange  Act"),  and (ii) the  furnishing  of an
    information  statement to the  stockholders  of parent as of the record date
    describing  the Company and the spin-off  that  substantially  complies with
    Regulation 14C under the Exchange Act. The Board of Directors of the Company
    will select a record date when it has more  certainty as to the  anticipated
    effective date of the spin-off.

    The  consolidated  financial  statements as of June 30, 1999 and for the six
    month  period  then  ended  contained  herein  are  unaudited  and have been
    prepared  by the  Company  pursuant  to the  rules  and  regulations  of the
    Securities  and  Exchange  Commission.  In the  opinion of  management,  all
    adjustments necessary for a fair presentation of the consolidated  financial
    position as of June 30, 1999, and the consolidated results of operations and
    the  consolidated  cash flow for the six month  period  then ended have been
    made. In addition,  all such adjustments made, in the opinion of management,
    are of a normal, recurring nature. The results of operations for the interim
    periods are not necessarily indicative of the results to be expected for the
    full fiscal year.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    A summary of the significant accounting policies consistently applied in the
    preparation of the accompanying financial statements follows:

    Consolidation

    The consolidated  financial statements include the accounts of Toucan Mining
    Plc ("Toucan"),  an Isle of Man company,  and its  wholly-owned  subsidiary,
    Mineradora de Bauxita Ltda. ("MBL"), a Brazilian company (collectively, "the
    Company").

    Nature of Operations

    The Company has been engaged in acquiring,  exploring and developing mineral
    rights in Brazil. No revenues have been generated. See Note C regarding sale
    of the Company's mineral rights.




                                       F-6

<PAGE>


                                TOUCAN MINING PLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     Mineral Rights
     --------------

     Acquisition costs of mineral rights and related exploration and development
     expenditures are deferred.  If deferred  expenditures  exceed estimated net
     realizable  values,  the assets will be written down to their estimated net
     realizable values.  Costs relating to abandoned  properties are written-off
     when such a decision is made.

     Currency Translation
     --------------------

     The  functional  currency  of  Toucan  and  MBL is  the  U.S.  dollar.  The
     remeasurement  of local  currencies and  transactions  denominated in local
     currencies   creates   translation   adjustments   which  are  included  in
     operations.  For all periods presented,  these translation adjustments were
     not material.

     Financial Instruments
     ---------------------

     The carrying amounts reported in the balance sheet for cash and receivables
     approximate  fair value. It is not practical to determine the fair value of
     loans payable to parent.

     Use of Estimates
     ----------------

     In preparing  financial  statements in conformity  with generally  accepted
     accounting  principles,  management  is  required  to  make  estimates  and
     assumptions that affect the reported amounts of assets and liabilities, the
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


NOTE C - SALE OF MINERAL RIGHTS

    On December  3, 1998,  Toucan  sold an option to Minmet Plc  ("Minmet"),  an
    Irish  publicly-traded  company,  to purchase all of the outstanding capital
    stock of MBL.  The option price was 7.5 million  shares of Minmet  valued at
    $677,500.  The option had an exercise  price of 25 million Minmet shares and
    expired June 30, 1999.  In  connection  with the purchase of option,  Minmet
    agreed to spend $500,000 on exploration of MBL's mineral  claims,  to make a
    survey of the claims,  and to pay the operating  costs of MBL for the period
    from  November 1, 1998 to June 30, 1999.  The proceeds  from the sale of the
    option were applied against the carrying value of the mineral rights.

    Minmet  also  acquired  from  Parent  for  $275,000,  an option  to  acquire
    $1,000,000  of debt owed by MBL to  Parent.  The option  exercise  price was
    $250,000 plus  warrants to purchase 7.7 million  Minmet shares at (pound).08
    per share.  This option also expired on June 30, 1999.




                                       F-7

<PAGE>


                                TOUCAN MINING PLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE C - SALE OF MINERAL RIGHTS - CONTINUED

    On June 30,  1999,  Minmet  exercised  the  aforementioned  options.  The 25
    million Minmet shares received by Toucan were valued at (pound).07  ($.1106)
    per share,  an aggregate  value of  $2,765,000.  The quoted  market price of
    Minmet shares at June 30, 1999 of (pound).0825  per share was discounted for
    accounting  purposes  because of  restrictions  agreed to by Toucan on their
    sale.  A gain on the sale of mineral  rights of $886,965 was  recognized  by
    Toucan in the six months ended June 30, 1999.

    At June 30,  1999,  the amounts due from Minmet for the option  exercise are
    reflected on the balance  sheet as a  receivable.  The portion of receivable
    relating to Minmet shares that cannot be sold within one year because of the
    aforementioned restrictions on sale, is classified on the balance sheet as a
    noncurrent receivable. In July 1999, Minmet paid to Toucan the entire amount
    of consideration due.

    On June 30, 1999, Toucan transferred its right to 13.5 million of the Minmet
    shares  to  Parent  as a  partial  payment  on its  debt to  Parent.  Parent
    contributed  its right to the 7.7  million  warrants  due from Minmet to the
    capital  of  Toucan.  The  unpaid  balance  of  Parent's  loan to  Toucan of
    $1,626,236 was also contributed to the capital of Toucan.


NOTE D - INCOME TAXES

    As an Isle of Man private  company,  Toucan has not been subject to taxes on
    income. MBL was subject to income taxes in Brazil.  However,  for the period
    MBL was owned by Toucan,  MBL had no taxable income. As a result of Toucan's
    conversion  to a public  limited  company on August 4, 1999,  Toucan will be
    subject to taxes on future income.


NOTE E - COMMITMENTS

    Toucan is obligated to purchase six mining claims in Brazil as settlement of
    a 1996 agreement with Joseph Haraoui,  at a price of $20,000 per claim.  The
    obligation is contingent  upon Mr.  Haraoui  delivering to Toucan the proper
    documentation prior to June 30, 2002, to enable the claims to be transferred
    to Toucan.


                                       F-8

<PAGE>



ITEM 18.          FINANCIAL STATEMENTS.

              Not Applicable.


ITEM 19.          FINANCIAL STATEMENTS AND EXHIBITS.

              Financial Statements - See Item 17.

              Exhibits

              1.1 Memorandum of Association of Toucan Mining PLC

              1.2 Articles of Association of Toucan Mining PLC

              2.1 Agreement and Settlement  and Release,  dated June 9, 1999, by
                  and between the Company,  Toucan Gold  Corporation  and Joseph
                  Haraoui.  (Incorporated by reference to Exhibit 10.1 of Toucan
                  Gold Corporation's Current Report on Form 8-K, filed by Toucan
                  Gold Corporation  with the Securities and Exchange  Commission
                  on July 15, 1999.)



                                       18

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant  certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                                     Toucan Mining Plc
                                                     (Registrant)



Date: October 26, 1999                               By:  /s/ Robert P. Jeffcock
                                                         -----------------------
                                                         Robert P. Jeffcock,
                                                         Managing Director




                                       19






                                                                 EXHIBIT 1.1

                          THE COMPANIES ACTS 1931- 1993

                                   ISLE OF MAN

                        PUBLIC COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       OF

                                TOUCAN MINING PLC



1.   The name of the Company is TOUCAN MINING PLC.

2.   The Company is a public Company.

3.   The liability of the members is limited.

4.   There  are  no  restrictions  on the  exercise  of the  rights  powers  and
     privileges of the Company.

5.   The share  capital  of the  Company  is  (pound)2000.00  divided  into 2000
     Ordinary Shares of (pound)1.00 each.

6.   The subscribers to this Memorandum of Association:

(a)  Wish to be formed into a Company pursuant to this Memorandum;

(b)  agree to take the number of shares shown opposite their names;

(c)  declare that all the  requirements  of the  Companies  Acts 1931 to 1993 in
     respect of matters  relating to registration  and of matters  precedent and
     incidental thereto have been complied with.






                                                                 EXHIBIT 1.2


                          THE COMPANIES ACTS 1931- 1993

                                   ISLE OF MAN

                        PUBLIC COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       OF

                                TOUCAN MINING PLC


      Adopted by a Special Resolution of the Members dated 4th August 1999.


1.   The  regulations  contained  in  Table  A in  the  First  Schedule  to  the
     Comparison Act 1931 shall not apply to the Company.

2.

(1)  In these  Articles if consistent  with the subject or context the following
     words shall bear the following meanings:

     THE ACTS:                 the Companies Acts 1931 to 1993 and any statutory
                               modification or re-enactment thereof for the time
                               being in force.

     THESE ARTICLES:           these Articles of Association of the Company as
                               originally framed or from time to time altered.

     THE GROUP:                the Company and any subsidiary or subsidiaries
                               for the time being of the Company.

     THE HOLDER:               in relation to shares the member whose name is
                               entered in the register of members as the holder
                               of the shares.

     LISTING:                  the admission of the share capital of the Company
                               (or any part thereof) to the List maintained by
                               any recognized stock or securities exchange in
                               any part of the world.

     OFFICE:                   the registered office of for the time being of
                               the Company.

     PAID UP:                  paid up or credited as paid up.



<PAGE>



     THE SEAL:                 the common seal of the Company.

     SECRETARY:                any person appointed by the directors to perform
                               the duties of the secretary of the Company
                               including (subject to the provisions of the Acts)
                               an assistant or deputy secretary.

     SHARES:                   Ordinary Shares of (pound)0.10 each.



(2)  Save as aforesaid words or expressions contained in these articles shall if
     not  inconsistent  with the subject or context  bear the same meaning as in
     the Acts.

(3)  Words  importing  the singular  number shall  include the plural number and
     vice versa. Words importing the masculine gender shall include the feminine
     and persons shall include firms or corporations and vice versa.

(4)  References  to writing shall include  typewriting,  printing,  lithography,
     photography and any other modes of  representing or reproducing  words in a
     legible and non-transitory form.

(5)  Where for any purpose an ordinary  resolution  of the Company is required a
     special or  extraordinary  resolution shall also be effective and where for
     any  purpose an  extraordinary  resolution  of the  Company  is  required a
     special resolution shall also be effective.

(6)  The headings are  inserted  for  convenience  only and shall not affect the
     construction of these Articles.

SHARE CAPITAL
- -------------

3.

(1)  The  authorized  share  capital of the  Company at the date of  adoption of
     these Articles is  (pound)1,000,000.00  divided into  10,000,000  shares of
     (pound)0.10 each.

(2)  The shares shall entitle the holders thereof to the rights and subject them
     to the restrictions and provisions  hereinafter appearing and shall, except
     where otherwise  provided herein,  confer upon the holders thereof the same
     rights.

4.   Subject to these  Articles,  the Company may in accordance with and subject
     to the provisions of the Acts in force for the time being:

(1)  give financial  assistance for the purpose of any  acquisition of shares in
     the Company or its holding  company but only as  permitted  by Section 6 of
     the Companies Act 1992;




<PAGE>



(2)  issue  shares  which are to be redeemed or are liable to be redeemed at the
     option of the  Company  or the holder  thereof  except  that no  redeemable
     shares  may be issued at any time  when  there are no issued  shares of the
     Company which are not redeemable  Provided  Always that any purchase by the
     Company of redeemable  shares not made through a recognized  Stock Exchange
     or by tender shall be limited to a maximum price  determined by the Company
     in General  Meeting and that  purchase by tender  shall be available to all
     shareholder alike;

(3)  purchase its own shares including its own redeemable shares;

(4)  make  payment in respect of the  redemption  or  purchase of any of its own
     paid up shares  out of the  distributable  profits  of the  Company  or the
     proceeds  of a fresh issue of shares and as to  redemption  on such date or
     dates (to be fixed prior to the issue of such shares) and terms and in such
     manner as may be determined at any time or times by the directors  Provided
     Nevertheless that the amount to be paid on redemption shall be fixed on and
     by the terms of issue of the shares.

     Provided Always that any shares  purchased or redeemed by the Company shall
     be treated as canceled.

5.   Subject to the provisions of these  Articles,  the unissued  shares for the
     time being in the  capital of the Company  shall be at the  disposal of the
     directors who may allot grant options over or otherwise dispose of the same
     to such persons and on such terms as they think fit.

6.   Without  prejudice to any rights attached to any existing shares any shares
     may be  issued  with such  rights or  restrictions  as the  Company  may by
     ordinary resolution determine.

7.   The Company may exercise the powers of paying  commission  conferred by the
     Acts.  Subject  to  the  provisions  of the  Acts,  the  commission  may be
     satisfied  by the  payment of cash or by the  allotment  of fully or partly
     paid shares or partly in one and partly in the other.  The Company may also
     on any issue of shares capital pay such brokerage as may be lawful.

8.   Except as required by law no person shall be  recognized  by the Company as
     holding any share upon any trust and (except as by these articles or by law
     otherwise provided) the Company shall not be bound by or to recognize (even
     when having  notice  thereof)  any interest in any share except an absolute
     right to the entirety thereof in the holder.


VARIATION OF RIGHTS


9.   Subject to the  provisions  of the Acts,  if at any time the capital of the
     Company is divided into different  classes of shares the rights attached to
     any class may be varied or  abrogated  either  while the Company is a going
     concern or during or in  contemplation  of a winding up with the consent in
     writing of the holders of  two-thirds in nominal value of the issued shares
     of that class or with the  sanction of any special  resolution  passed at a
     separate meeting of the holders



<PAGE>



     of the  shares of that  class but not  otherwise.  To every  such  separate
     meeting the provisions of these articles relating to general meetings shall
     apply but so that the  necessary  quorum at any such  meeting  shall be two
     persons  together  holding or  representing  by proxy at least one-third in
     nominal value of the issued shares of the class in question.

10.  Unless otherwise  expressly  provided by the rights attached to any shares,
     those rights  shall be deemed to be varied by the  reduction of the capital
     paid upon those  shares  and by the  creation  or issues of further  shares
     ranking in  priority  for payment of a dividend or in respect of capital or
     which  confer on the  holders  voting  rights  more  favorable  than  those
     conferred by such first mentioned  shares but shall not otherwise be deemed
     to be varied by the creation or issue of further  shares ranking pari passu
     therewith or subsequent thereto.

SHARE CERTIFICATE
- -----------------

11.

(1)  Every  person  whose name is entered as a member in the register of members
     shall be entitled  without payment to one certificate for all the shares of
     each class held by him including where appropriate a balance certificate or
     upon payment for every  certificate  after the first of such reasonable sum
     as the directors may determine to several certificates each for one or more
     of his  shares.  Every  certificate  shall be under the seal or an official
     seal kept by virtue of the Stock Exchange  (Competition  of Bargains) (Isle
     of Man) Act 1979 and shall  specify  the  number  class and  distinguishing
     numbers  of the shares to which it  relates  and the  amount or  respective
     amounts paid up thereon.  The Company shall not be bound to issue more than
     one  certificate for shares held jointly by several persons and delivery of
     a certificate to one joint holder shall be a sufficient  delivery to all of
     them.

(2)  Share  certificates  and  subject  to  the  provisions  of  any  instrument
     constituting  or securing  the same  certificates  issued under the seal in
     respect  of any  debentures  need not be  signed or  counter-signed  or the
     signatures  may be  affixed  thereto  by such  mechanical  means  as may be
     determined by the directors.

12.  If a share certificate be defaced,  worn-out,  lost or destroyed, it may be
     renewed on such terms (if any) as to evidence and  indemnify and payment of
     the  expenses  incurred  by the  Company in  investigating  evidence as the
     directors may  determine  but otherwise  free of charge and (in the case of
     defacement or wearing-out) on delivery up of the old certificate.

13.  The Company shall have a first and paramount lien in every share (not being
     a fully  paid  share)  for all moneys  (whether  presently  payable or not)
     payable at a fixed time or called in respect of that share.  The  directors
     may at any time  declare  any share to be wholly or in part exempt from the
     provision of this article.  The  Company's  lien on a share shall extend to
     all dividends or other moneys payable in respect of it.

14.  The Company may sell in such manner as the  directors  determine any shares
     on which  the  Company  has a lien if a sum in  respect  of which  the lien
     exists is presently payable and is not



<PAGE>



     paid within fourteen days after notice in writing  demanding payment of the
     sum presently payable and giving notice of intention to sell in default has
     been  given to the  holder of the  share or the  person  entitled  to it by
     reason of the death or bankruptcy of the holder.

15.  To give effect to any such sale the directors may authorize  some person to
     execute an  instrument  of transfer of the shares sold to or in  accordance
     with the  directions of the  purchaser.  The title of the transferee to the
     shares  shall not be affected by any  irregularity  in the  proceedings  in
     reference to the sale.

16.  The net proceeds of the sale after payment of the costs shall be applied in
     payment  of so much of the sum for  which the lien  exists as is  presently
     payable  and  any  residue  shall  (upon   surrender  to  the  Company  for
     cancellation  of the  certificate for the shares sold and subject to a like
     lien for any moneys not presently payable as existed upon the shares before
     the sale) be paid to the person  entitled  to the shares at the date of the
     sale.

CALLS ON SHARES AND FORFEITURES
- -------------------------------

17.  Subject to the provisions of these articles, and to the terms of allotment,
     the  directors may from time to time make calls upon the members in respect
     of any moneys  unpaid on their shares  (whether in respect of nominal value
     or premium) and each member shall  (subject to receiving at least  fourteen
     clear days' notice  specifying when and where payment is to be made) pay to
     the Company as required by the notice,  the amount called on his shares.  A
     call may be required to be paid by installments. A call may, before receipt
     by the Company of a sum due thereunder,  be revoked in whole or in part and
     payment of a call may be  postponed in whole or part. A Member shall remain
     liable for calls made upon him  notwithstanding  the subsequent transfer of
     the shares in respect whereof the call was made.

18.  A call shall be deemed to have been made at the time when the resolution of
     the directors authorizing the call was passed.

19.  The joint holders of a share shall be jointly and  severally  liable to pay
     all calls in respect thereof.

20.  If a call remains  unpaid  after it has become due and payable,  the person
     from whom the sum is due shall pay  interest in the unpaid sum from the day
     it became due until it is paid at the rate fixed by the terms of  allotment
     of the  share or in the  notice  of the call or if no rate is fixed at such
     rate not exceeding 10 per cent per annum as the directors may determine but
     the directors  shall be at liberty to waive payment of such interest wholly
     or in part.

21.  A sum  payable  in  respect  of a share on  allotment  or at any fixed date
     whether in respect of nominal value or premium or as  installment of a call
     shall be deemed to be a call and if it is not paid the  provisions of these
     articles shall apply as if that sum had become due and payable by virtue of
     a call.




<PAGE>



22.  The directors may on the issue of shares differentiate  between the holders
     as to the amount of calls to be paid and the times of payment.

23.  The directors  may receive from any member  willing to advance the same all
     or any part of the money unpaid upon the shares held by him beyond the sums
     actually  called up  thereon  as a  payment  in  advance  of calls and such
     payment  in  advance  of calls  shall  extinguish  so far as the same shall
     extend the liability  upon the shares in respect of which it is advanced or
     so much  thereof as from time to time  exceeds the amount of the calls then
     made upon the shares in respect of which it has been  received at such rate
     as the member  paying such sum and the directors  agree;  but provided that
     any such  payment in advance of calls  shall not  entitle the holder of the
     shares  to  participate  in  respect  thereof  in a  dividend  subsequently
     declared.

24.  If any call or installment of a call remains unpaid after it has become due
     and  payable the  directors  may give to the person from whom it is due not
     less than  fourteen  clear  days'  notice  requiring  payment of the amount
     unpaid together with any interest which may have accrued.  The notice shall
     name the place  where  payment  is to be made and shall  state  that if the
     notice is not complied  with any share in respect of which it was given may
     before the payment  required by the notice has been made be  forfeited by a
     resolution of the directors and the forfeiture  shall include all dividends
     or other  moneys  payable in respect of the  forfeited  shares and not paid
     before the forfeiture.

25.  Subject  to the  provisions  of the  Acts,  a  forfeited  share may be sold
     re-allocated  or otherwise  disposed of on such terms and in such manner as
     the directors  determine either to the person who was before the forfeiture
     the holder or to any other person. Where, for the purpose of its disposal a
     forfeited  share is to be  transferred  to any person,  the  directors  may
     authorize  some person to execute an instrument of transfer of the share to
     that person.

26.  A person,  any of whose  shares  have been  forfeited,  shall cease to be a
     member  in  respect  of  them  and  shall  surrender  to  the  Company  for
     cancellation  the  certificate  for the share  forfeited  but shall  remain
     liable to the Company for all moneys which at the date of  forfeiture  were
     presently  payable by him to the  Company in respect of those  shares  with
     interest  at such  rate as may be fixed by the  terms of  allotment  of the
     shares or in the notice of the call or if no rate is fixed at such rate not
     exceeding 12 per cent per annum as the  directors  may  determine  from the
     date of  forfeiture  until  payment,  but the  directors  may waive payment
     wholly or in part or enforce payment without any allowance for the value of
     the shares at the time of forfeiture or for any  consideration  received on
     their disposal.

27.  A statutory  declaration  by a director or the  secretary  that a share has
     been  forfeited  on a specified  date shall be  conclusive  evidence of the
     facts stated in it against all persons claiming to be entitled to the share
     and the  declaration  shall  (subject to the execution of any instrument of
     transfer if necessary)  constitute a good title to the share and the person
     to whom the share the share is disposed of shall not be bound to see to the
     application of the consideration if any nor shall his title to the share be
     affected  by an  irregularity  in  the  proceedings  in  reference  to  the
     forfeiture of disposal of the share.




<PAGE>



TRANSFER OF SHARES
- ------------------

28.  The  instrument  of  transfer of a share may be in any usual form or in any
     other form which the  directors  may approve and shall be executed by or on
     behalf of the transferor and unless the share is fully paid by or on behalf
     of the transferee.

29.  The  directors may in their  absolute  discretion,  and without  giving any
     reason, refuse to register the transfer of a share which is not fully paid;
     but if they do so, they shall within two months after the date on which the
     transfer  was  lodged  with  the  Company  or its  Registrars,  send to the
     transferee notice of the refusal.

30.  The  directors  may also  decline to recognize  an  instrument  of transfer
     unless:

(a)  it is lodged at the  office or at such  other  place as the  directors  may
     appoint and is  accompanied by the  certificate  for the shares to which it
     relates and such other evidence as the directors may reasonably  require to
     show the right of the transferor to make the transfer.

(b)  it is in respect of only one class of share; and

(c)  it is in favor of not more than four transferees.

31.  The  registration  of transfers of shares or  debentures or of any class of
     shares or  debentures  may be  suspected at such times and for such periods
     (not exceeding thirty days in any year) as the directors may determine.

32.  No fee shall be charged for the  registration of any instrument of transfer
     or other  document  relating  to or  affecting  the  title to any  share of
     debenture.

33.  All  instruments of transfer which are registered  shall be retained by the
     Company,  but any  assignment  of transfer  which the  directors  refuse to
     register shall be returned to the person depositing it.

34.  The company shall be entitled to destroy all  instruments of transfer which
     have been registered at any time after the expiration of six years from the
     date of registration thereof and all dividend mandates and notifications of
     change of address at any time  after the  expiration  of two years from the
     date of  recording  thereof  and all  share  certificates  which  have been
     canceled at any time after the  expiration of one year from the date of the
     cancellation thereof and it shall be conclusively  presumed in favor of the
     Company  that every entry in the register  purporting  to have been made on
     the basis of an  instrument  of transfer or other  document so destroyed as
     duly and properly made that every instrument of transfer so destroyed was a
     valid and  effective  instrument  duly and properly  registered  that every
     share  certificate so destroyed was a valid and effective  certificate duly
     and properly canceled and that every other document hereinbefore  mentioned
     so destroyed  was a valid and  effective  document in  accordance  with the
     recorded  particulars  thereof  in the  books or  records  of the  Company;
     provided that:



<PAGE>



(a)  this  article  shall  apply only to the  destruction  of a document in good
     faith and without notice of any claim  (regardless of the parties  thereto)
     to which the document might be relevant;

(b)  nothing in this article shall be construed as imposing upon the Company any
     liability in respect of the  destruction of any such document  earlier than
     as set out in this  article or in any other  circumstances  which would not
     attach to the Company in the absence of this article;

(c)  references  in this  article to the  destruction  of any  document  include
     references to the disposal thereof in any manner.

35.  The  Company  shall  be  entitled  to sell  at the  best  price  reasonably
     obtainably  any  share  held by a member  or any share to which a person is
     entitled by transmission if all of the following  stipulations are complied
     within relation thereto:

(1)  for a period of 12 years no check or warrant  sent by the  Company  through
     the post in a prepaid  letter  addressed  to the  member  or to the  person
     entitled by transmission  to the share at his registered  address or at the
     last  known  address  given  by  the  member  or  the  person  entitled  by
     transmission as the address to which the checks and warrants are to be sent
     has been cashed and no communication  has been received by the Company from
     the member or person concerned:

(2)  the  Company  has at the  expiration  of the  said  period  of 12  years by
     advertisement  in  both a  leading  London  newspaper  and  in a  newspaper
     circulating  in the area in which the address  referred to in paragraph (1)
     of its article  located  given notice of its  intension to sell such share;
     and

(3)  the  Company has not during the further  period of three  months  after the
     date of the  advertisement  and prior to the sale of the share received any
     communication from the member or person entitled by transmission;

     and for the  purpose of giving  effect to any such sale,  the  Company  may
     appoint any person to execute as  transferor  an  instrument of transfer of
     such shares and such  instrument  shall be as  effective  as if it had been
     executed by the registered  holder of or person entitled by transmission to
     such share.  The Company shall be liable to account without interest to the
     member or other person  entitled to such share for the net proceeds of such
     sale and  shall be  deemed  to be his  debtor  and not  trustee  for him in
     respect of the same.

36.  Nothing in these articles  shall preclude the directors from  recognizing a
     renunciation  of the allotment of any share by the allotee in favor of some
     other person.

TRANSMISSION OF SHARES
- ----------------------

37.  If a member dies the survivor or survivors  where he was a joint holder and
     his legal personal  representatives  where he was a sole holder or the only
     survivor  of  joint  holders  shall be the only  person  recognized  by the
     Company as having any title to his interest; but nothing herein



<PAGE>



     contained  shall release the estate of a deceased member from any liability
     in respect of any share which had been jointly held by him.

38.  A person  becoming  entitled  to a share  in  consequence  of the  death or
     bankruptcy  of a member  or  otherwise  by  operation  of law may upon such
     evidence being produced as the directors may properly  require elect either
     to become the holder of the share or to have some person  nominated  by him
     registered  as the  transferee.  If he elects to become the holder he shall
     give notice to the  Company to that  effect.  If he elects to have  another
     person registered,  he shall execute an instrument of transfer of the share
     to that  person.  All the  provisions  of these  articles  relating  to the
     transfer of shares shall apply to the notice or  instrument  of transfer as
     if it were any instrument of transfer signed by the member and the death or
     bankruptcy of the member had not occurred.

39.  A person becoming  entitled to a share by reason of the death or bankruptcy
     of a member or otherwise by operation of law shall have the rights to which
     he would be  entitled  if he were the  holder of the share  except  that he
     shall not, before being  registered as the holder of the share, be entitled
     in respect of it to attend or vote at any  meeting of the Company or at any
     separate meeting of the holders of any class of shares in the Company.

STOCK
- -----

40.  The  Company  may by  ordinary  resolution  convert any paid up shares into
     stock  and  reconvert  any stock  into paid up shares of any  denomination.
     After the passing of any resolution converting all the fully paid up shares
     of any class in the  capital of the  Company  into stock any shares of that
     class which  subsequently  become  fully paid up and rank pari passu in all
     other respects with the shares so converted shall by virtue of this article
     and such resolution be converted into stock  transferable in the same units
     as the shares already converted.

41.  The holder of stock may  transfer  the same or any part thereof in the same
     manner and  subject  to the same  regulation  as would have  applied to the
     shares from which the stock arose if they had not been converted or as near
     thereto as  circumstances  admit but the directors may from time to time as
     they think fit fix the  minimum  amount of stock  transferable  but so that
     such minimum shall not exceed the nominal amount of each of the shares from
     which the stock arose.

42.  The holder of stock shall according to the amount of the stock held by them
     have the same rights  privileges  and advantages in all respects as if they
     held shares from which the stock arose  provided that no such  privilege or
     advantage (except participation in dividends and profits of the Company and
     in the  assets on a winding  up) shall be  conferred  by an amount of stock
     which  would not if existing in shares have  conferred  such  privilege  or
     advantage.

43.  All the  provisions  of these  articles  applicable to paid up shares shall
     apply to stock in all such the words  "share" and  "member"  shall  include
     "stock" and "stockholder" respectively.




<PAGE>

ALTERATION OF CAPITAL
- ---------------------

44. The Company may by ordinary resolution:

(a)  increase  its capital by such sum to be divided  into shares of such amount
     as the resolution prescribes;

(b)  consolidated  and  divide all or any of its  shares  into  shares of larger
     amount;

(c)  subject to the provisions of the Acts, sub-divide its shares or any of them
     into  shares of  smaller  amount  than is fixed by the  memorandum  and the
     resolution  may  determine  that as between the shares  resulting  form the
     sub-division  any of them may have preference or advantage as compared with
     the others as the  Company  has power to attach to  unissued or new shares;
     and

(d)  cancel any shares which, at the date of the passing of the resolution, have
     not been taken or agreed to be taken by any person and  diminish the amount
     of its share capital by the amount of the shares so canceled.

45.  Subject  to the  provisions  of  the  Acts,  the  Company  may  by  Special
     Resolution reduce its share capital, any capital redemption reserve and any
     share premium account in any way.

46.  Whenever, as a result of any consolidation of shares, any member or members
     would become  entitled to fractions of a share,  the  directors may for the
     purpose of eliminating  such fractions,  sell the shares  representing  the
     fractions  for the best price  reasonably  obtainable  and  distribute  the
     proceeds  of sale in due  proportion  among the members who would have been
     entitled to the  fractions of shares and, for the purpose of any such sale,
     the  directors  may  authorize  some  person to  execute an  instrument  of
     transfer of the shares  representing the fractions to or in accordance with
     the directions of the purchaser.  The transferee  shall not be bound to see
     to the  application of the purchase  money,  nor shall all his title to the
     shares be affected by any  irregularity or invalidity in the proceedings in
     reference to the sale.

GENERAL MEETINGS
- ----------------

47.  Subject to the provisions of the Acts, the annual general  meeting shall be
     held at such time and place as the directors may  determine.  Not more than
     fifteen months shall elapse between the date of one annual general  meeting
     and that of the next.

48.  All general meetings, other than an annual general meeting, shall be called
     extraordinary general meetings.

49.  The  directors  may,  whenever  they  think fit,  convene an  extraordinary
     general meeting and,  extraordinary general meetings shall also be convened
     on such requisition or in default,  may be convened by such requisitionists
     as provided by  Section113  of the Companies Act 1931. If at any time there
     are not within the Isle of Man  sufficient  directors  capable of acting to
     form a quorum,  any  director or any two members of the Company may convene
     an



<PAGE>



     extraordinary  general  meeting in the same manner as nearly as possible as
     that in which meetings may be convened by the directors.

NOTICE OF GENERAL MEETINGS
- --------------------------

50.  Subject to the  provisions  of the Acts, an annual  general  meeting and an
     extraordinary  meeting  for the  passing of a special  resolution  shall be
     called by twenty-one days' notice at the least and all other  extraordinary
     general meeting shall be called by fourteen days' notice at the least.  The
     notice  shall be  exclusive  of the day on which it is  served or deemed be
     served  and of the day for  which it is  given.  Every  notice  shall be in
     writing and shall  specify  the place,  the day and the time of the meeting
     and (in the case of special  business) the general  nature of such business
     and in the case of an annual  general  meeting shall specify the meeting as
     such.  Notices  shall be given in manner  hereinafter  mentioned to all the
     members  other than those who under the  provisions of these  articles,  or
     under the rights  attached to the shares held by them,  are not entitled to
     receive the notice and to the auditors for the time being of the Company.

51.  The accidental  omission to give notice of a meeting to or the  non-receipt
     of notice of a meeting by any person  entitled to receive  notice shall not
     invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS
- -------------------------------

52.  All business shall be deemed special that is transacted at an extraordinary
     general  meeting.  All business  that is  transacted  at an annual  general
     meeting  shall  also be deemed  special  with the  exception  of  declaring
     dividends,  the  consideration  of the accounts and balance  sheets and the
     reports of the  directors and auditors and other  documents  required to be
     annexed to the balance sheet,  the appointment of directors in the place of
     those retiring (whether by rotation or otherwise),  and the  re-appointment
     of the  retiring  auditors  (other  than  retiring  auditors  who have been
     appointed by the directors to fill a casual  vacancy) and the fixing of the
     remuneration of the auditors.

53.  No business  shall be transacted at any meeting unless a quorum is present.
     Save as otherwise  provided in these  articles,  three persons  entitled to
     vote  upon the  business  to be  transacted  each  being a member or a duly
     authorized  representative  of a corporation,  which is a member shall be a
     quorum for all purposes.

54.  If a quorum is not present  within half an hour from the time appointed for
     the  meeting,  or if during a meeting a quorum  ceases to be  present,  the
     meeting if convened on the requisition of or by members shall be dissolved.
     In any other  case,  it shall stand  adjourned  to the same day in the next
     week at the same time and place or to such time and place as the  directors
     may determine.  If at the adjourned  meeting a quorum is not present within
     fifteen  minutes  from the time  appointed  for the  meeting,  the  members
     present shall be a quorum.




<PAGE>



55.  The chairman  (if any) of the Board of  Directors,  or in his absence,  the
     Deputy  Chairman  or in the  absence  of both of them some  other  director
     nominated  by the  directors,  shall  preside as chairman at every  general
     meeting  of the  Company,  but if  neither  the  chairman,  nor the  deputy
     chairman,  nor such  other  director  (if any) is  present  within  fifteen
     minutes after the time  appointed  for holding the meeting,  or if any such
     person who is present is  unwilling  to act, the  directors  present  shall
     elect one of their number present to be chairman.

56.  If no director is willing to act as chairman,  or if no director is present
     within  fifteen  minutes after the time  appointed for holding the meeting,
     the members  present and  entitled to vote shall choose one of their number
     to be chairman.

57.  A director shall,  notwithstanding  that he is not a member, be entitled to
     attend and speak at any general meeting and at any separate  meeting of the
     holders of any class of shares in the Company.

58.  The  Chairman  may,  with the  consent  of a  meeting  at which a quorum is
     present (and shall if so directed by the meeting), adjourn the meeting from
     time to time and from place to place but no business shall be transacted at
     an adjourned  meeting  other than business  which might  lawfully have been
     transacted at the Meeting;  but it shall not be necessary to specify in the
     notice  the  nature  of the  business  to be  transacted  at the  adjourned
     meeting. Save as aforesaid,  it shall not be necessary to give notice of an
     adjournment.

59.  If an amendment shall be proposed to any resolution under consideration but
     shall in good faith be ruled out of order by the  chairman of the  meeting,
     the proceedings on the substantive  resolution  shall not be invalidated by
     any error in such ruling.

60.  A  resolution  put to the vote of a meeting  shall be  decided on a show of
     hands  unless  before or on the  declaration  of the  result of the show of
     hands, a poll is duly demanded. A poll may be demanded:

(a)  by the chairman; or

(b)  by not less than three members present in person or by proxy and having the
     right to vote at the meeting; or

(c)  by a member or members  representing  not less than  one-tenth of the total
     voting  rights of all the members  having the right to vote at the meeting;
     or

(d)  by a member or members holding shares of the Company  conferring a right to
     vote at the meeting  being shares on which the  aggregate sum has been paid
     up equal to not less  than one-  twentieth  of the total sum paid up on all
     the shares conferring that right.

61.  Unless  a poll is duly  demanded,  a  Declaration  by the  chairman  that a
     resolution  has been  carried or  carried  unanimously  or by a  particular
     majority or lost or not carried by a  particular  majority  and an entry to
     that effect in the book containing the minutes of the meeting shall be



<PAGE>



     conclusive  evidence of the fact without  proof of the number or proportion
     of the votes recorded in favor of or against the resolution.

62.  The demand for a poll may  before the poll is taken be  withdrawn  with the
     consent of the  chairman  and a demand so  withdrawn  shall not be taken to
     have  invalidated  the result of a show of hands declared before the demand
     was made.

63.  Except as provided in article 66, a poll shall be taken as the chairman may
     direct and he may appoint  scrutineers  (who need not be members) and fix a
     time and place for declaring the result of the poll. The result of the poll
     shall be deemed to be the  resolution  of the meeting at which the poll was
     demanded.

64.  In the  case of an  equality  of votes  whether  on a show of hands or on a
     poll,  the chairman  shall be entitled to a casting vote in addition to any
     other vote he may have.

65.  A  poll  demanded  on  the  election  of a  chairman  or on a  question  of
     adjournment shall be taken forthwith. A poll demanded on any other question
     shall be taken  either  forthwith or at such time and place as the chairman
     directs not being more than thirty days from the conclusion of the meeting.
     The demand for a poll shall not  prevent the  continuance  of a meeting for
     the  transaction  of any business other than the question on which the poll
     was demanded. If a poll is demanded before the declaration of the result of
     a show of  hands  and the  demand  is duly  withdrawn,  the  meeting  shall
     continue as if the demand had not been made.

66.  No notice need be given of a poll not taken forthwith if the time and place
     at which it is to be taken are announced at the meeting in respect of which
     it is  demanded.  In any other case at least  seven days'  notice  shall be
     given specifying the time and place at which the poll is to be taken.

VOTES OF MEMBERS
- ----------------

67.  Subject to any rights or  restrictions  attached to any shares on a show of
     hands,  every  member  who  (being an  individual)  is present in person or
     (being a corporation) is present by a duly authorized representative, shall
     have one vote and on a poll  every  member  shall  have one vote for  every
     share of which he is the holder.

68.  In the case of joint  holders  the vote of the  senior  who  tenders a vote
     whether in person or by  representative  or proxy  shall be accepted to the
     exclusion  of the votes of the other  joint  holders  and for this  purpose
     seniority  shall be  determined  by the  order in  which  the  names of the
     holders stand in the register of members.

69.  A member in respect of whom an order has been made by any  competent  court
     by reason of mental  disorder  may vote  whether on a show of hands or on a
     poll by his committee  receiver curator bonis or other person authorized in
     that behalf by that Court who may on a poll vote by proxy.  Evidence to the
     satisfaction  of the directors of the  authority of the person  claiming to
     exercise  the right to vote  shall be  deposited  at the  office or at such
     other place as is



<PAGE>



     specified in accordance  with these articles for the deposit of instruments
     of proxy not less than 48 hours before the time  appointed  for holding the
     meeting or adjourned  meeting at which the right to vote is to be exercised
     or in the case of a poll  not  taken  on the  same  day as the  meeting  or
     adjourned meeting at which it is demanded not less than 24 hours before the
     time  appointed for the taking of the poll and in default the right to vote
     shall not exercisable.

70.  Unless  the  directors  otherwise  determine,  no member  shall vote at any
     general meeting, either in person, or by representative or proxy in respect
     of any share  held by him unless  all  moneys  presently  payable by him in
     respect of that share have been paid.

71.  No objection  shall be raised to the  qualification  of any voter except at
     the meeting or adjourned  meeting at which the vote objected to is tendered
     and  every  vote not  disallowed  at the  meeting  shall  be valid  for all
     purposes.  Any objection made in due time shall be referred to the chairman
     of the meeting whose decision shall be final and conclusive.

72.  On a poll,  votes may be given either  personally or by  representative  or
     proxy (who need not be a member).  A member  entitled to more than one vote
     need not, if he votes,  use all his votes or cast all the votes he uses the
     same way.

73.  The instrument  appointing a proxy shall be in writing in any usual form or
     in any other form which the  directors may approve and shall be executed by
     or on behalf of the  appointor.  A corporation  may execute a form of proxy
     either  under  its  common  seal or  under  the  hand of a duly  authorized
     officer.  A member  may  appoint  more than one proxy to attend on the same
     occasion.  Deposit of an  instrument  of proxy shall not  preclude a member
     from attending and voting at the meeting or at any adjournment thereof.

74.  The  instrument  appointing a proxy,  and any  authority  under which it is
     executed, or a copy certified notarially,  or in some other way approved by
     the  directors,  shall be deposited  at the office,  or at such other place
     within the Isle of Man as is specified in the notice  convening the meeting
     or in any  instrument  of proxy sent out by the  Company in relation to the
     meeting  not less than 48 hours  before the time for holding the meeting or
     adjourned  meeting at which the person named in the instrument  proposes to
     vote,  or in the case of a poll not taken on the same day as the meeting or
     adjourned  meeting at which it is  demanded,  not less than 24 hours before
     the  time  appointed  for  the  taking  of the  poll  and in  default,  the
     instrument of proxy shall be invalid.

75.  A  vote  given  or  poll  demanded  by  proxy,  or by the  duly  authorized
     representative  of  a  corporation,  shall  be  valid  notwithstanding  the
     previous determination of the authority of the person voting or demanding a
     poll unless notice of the  determination was received by the Company at the
     office,  or at such other place at which the  instrument  of proxy was duly
     deposited before the commencement of the meeting,  or adjourned  meeting at
     which the vote is given, or the poll demanded or (in the case of a poll not
     taken  on the  same  day as the  meeting  or  adjourned  meeting)  the time
     appointed for taking the poll.




<PAGE>



76.  The instrument appointing a proxy to vote at a meeting shall be deemed also
     to confer  authority (i) to demand or join in demanding a poll (and for the
     purposes  of  article  61, a demand by a person as proxy for a member or as
     the duly authorized representative for a corporate member shall be the same
     as a demand for the member);  and (ii) to vote on a poll on the election of
     a chairman and on a motion to adjourn a meeting.

77.  If any votes are counted which ought not to have been counted or might have
     been rejected,  the error shall not vitiate the result of the voting unless
     it is pointed out at the same meeting or at any adjournment thereof, and it
     is in the opinion of the chairman of the meeting of sufficient magnitude to
     vitiate the result of the meeting.

78.  No  instrument  appointing a proxy shall be valid after the  expiration  of
     twelve months from the date named in it as the date of its execution except
     at an adjourned  meeting or on a poll demanded at a meeting or an adjourned
     meeting,  in cases  where the  meeting was  originally  held within  twelve
     months from such date.

79.  The  directors  may at the expense of the Company send by post or otherwise
     to the members  instrument  of proxy (with or without  provision  for their
     return prepaid) for use at any general  meeting or at any separate  meeting
     of the  holders  of any class of shares of the  Company  either in blank or
     nominating in the alternative  anyone or more of the directors or any other
     person. If for the purpose of any meeting invitations to appoint as proxy a
     person or one of a number  of  persons  specified  in the  invitations  are
     issued at the  Company's  expense,  they shall be issued to all (and not to
     some only) of the  members  entitled to be sent a notice of the meeting and
     to vote thereat.

CORPORATIONS ACTING BY REPRESENTATIVES
- --------------------------------------

80.  Any  corporation  which is a member of the Company may by resolution of its
     directors or other governing body authorize such person as it thinks fit to
     act as its  representative at any meeting of the Company or at any separate
     meeting of the holders of any class of shares of the Company. The person so
     authorized  shall be entitled to exercise  the same power on behalf of such
     corporation  as that  corporation  could  exercise if it were an individual
     member of the Company and such corporation  shall for the purposes of these
     presents be deemed to be present in person at any such  meeting if a person
     so authorized is present thereat.

DIRECTORS
- ---------

81.  The number of directors  shall not be less than two.  Subject as aforesaid,
     the Company may from time to time by ordinary  resolution  vary the minimum
     number  and/or  fix,  and  from  time to time,  vary a  maximum  number  of
     directors.

82.  A director shall not require a share qualification.

83.  Subject to ratification by the Company in general  meeting,  there shall be
     paid to the directors as remuneration  for their services as directors such
     remuneration as the directors shall



<PAGE>



     determine.  The directors'  remuneration shall be deemed to accrue from day
     to day. The directors shall also be entitled to be paid all traveling hotel
     and other  expenses  properly  incurred by them in attending  and returning
     from meetings of the directors or of committees of the directors or general
     meetings or otherwise in  connection  with the discharge of their duties or
     the business of the Company.

84.  Any director who at the request of the Board of Directors  performs special
     duties or provides any special  services or goes or resides  abroad for any
     purposes of the  Company,  may be paid such  remuneration  as the Board may
     determine.

ALTERNATE DIRECTORS
- -------------------

85.  Any  director  (other  than an  alternate  director)  may appoint any other
     director,  or any other person approved by the directors to be an alternate
     director,  and may remove from office an alternate director so appointed by
     him. An  alternate  director  shall be  entitled to receive  notices of all
     meetings of  directors  to attend and vote at any such meeting at which the
     director  appointing him is not personally present and generally to perform
     all the  functions  of his  appointor  as a  director  in his  absence.  An
     alternate director shall cease to be an alternate director if his appointor
     ceases to be a director; but if a director retires by rotation or otherwise
     but is re-appointed  or deemed to have been  re-appointed at the meeting at
     which he retires,  any  appointment  of an alternate  director  made by him
     which was in force immediately prior to his retirement shall continue after
     his re-appointment.  Every appointment and removal of an alternate director
     shall be in  writing  executed  by the  director  making  or  revoking  the
     appointment and (in the case of an appointment) by the person appointed and
     shall be sent to or left at the office.

86.  Save as otherwise  provided in these articles,  an alternate director shall
     be deemed for all purposes to be a director and shall alone be  responsible
     for his own acts and defaults and he shall not be deemed to be the agent of
     the director  appointing him. The  remuneration  of any alternate  director
     shall be payable out of the remuneration payable to the director appointing
     him  and  shall  consist  of  such  part  (if  any)  of the  last-mentioned
     remuneration  as shall be agreed  between the  alternate  director  and the
     director appointing him.

POWERS OF DIRECTORS
- -------------------

87.  Subject  to the  provisions  of the  Acts  and  these  articles  and to any
     directions given by special resolution,  the directors may exercise all the
     powers of the Company.  No alteration of the articles and no such direction
     shall invalidate any prior act of the directors which would have been valid
     if that  alteration had not been made or that direction had not been given.
     The powers given by this article  shall not be limited by any special power
     given to the  directors by the articles and a meeting of directors at which
     a quorum is present may exercise all powers exercisable by the directors.

88.  The  directors  may  exercise all the powers of the Company to borrow money
     and to mortgage or charge all or any part of its  undertaking  property and
     assets (both present and future)



<PAGE>



     including its uncalled  capital and subject to the Acts to issue debentures
     and other  securities  whether  outright or as collateral  security for any
     debt liability or obligation of the Company or of any third party.

89.  If any  uncalled  capital of the  Company is  included in or charged by any
     mortgage or other  security,  the  directors  may delegate to the person in
     whose favor such mortgage or security is executed or to any other person in
     trust for him the power to make  calls on the  members  in  respect of such
     uncalled capital and to sue in the name of the Company or otherwise for the
     recovery  of moneys  becoming  due in  respect of calls so made and to give
     valid  receipts  for such moneys and the power so delegated  shall  subsist
     during the  continuance  of the  mortgage or security  notwithstanding  any
     change of directors and shall be assignable if expressed so to be.

90.  All checks,  promissory notes, draft bills of exchange and other negotiable
     or transferable instruments and all receipts for moneys paid to the Company
     shall be signed drawn,  accepted,  endorsed or otherwise  executed,  as the
     case may be, in such manner as the  directors  may from time by  resolution
     determine.

DELEGATION OF DIRECTORS' POWERS
- -------------------------------

91.  The  directors  may  establish  any  councils  committees,  local boards or
     agencies for managing any of the affairs of the Company, either in the Isle
     of Man, the United Kingdom or elsewhere,  and may appoint any persons to be
     members of such local  boards or any  managers  or agents and may fix their
     remuneration, and may delegate to any council committee, local board manger
     or agent  any of the  powers,  authorities  and  discretions  vested in the
     directions  vested in the  directors  with power to  sub-delegate,  and may
     authorize  the  members  of any  local  board  or any of them  to fill  any
     vacancies  therein  and to act  notwithstanding  vacancies,  and  any  such
     appointment  or delegation  may be made upon such terms and subject to such
     conditions  as the directors may think fit and the directors may remove any
     person  so  appointed,  and may annul or vary any such  delegation,  but no
     person  dealing in good faith and without  notice of any such  annulment or
     variation shall be affected thereby.

92.  The  directors  may  from  time  to  time,  and at any  time,  appoint  any
     corporation  firm or  person or any  fluctuating  body of  persons  whether
     nominated  directly  or  indirectly  by the  directors  to the agent of the
     Company for such purposes and with such power  authorities  and discretions
     (not  exceeding  those vested in or exercisable by the director under these
     articles)  and for such period and subject to such  conditions  as they may
     think fit and any such  appointment  may contain  such  provisions  for the
     protection and  convenience  of persons  dealing with any such agent as the
     directors  may  think  fit  and  may  also  authorize  any  such  agent  to
     sub-delegate all or any of the powers,  authorities and discretions  vested
     in him.

93.  The Company may exercise the powers  conferred  upon the Company by section
     104 of the  Companies  Act 1931 with  regard to the  keeping  of a dominion
     register,  and the  directors  may  (subject  to the  provisions  of  those
     sections) make and vary such regulations as they may think fit,  respecting
     the keeping of any such register



<PAGE>



APPOINTMENT AND RETIREMENT OF DIRECTORS
- ---------------------------------------

94.  No person  shall  unless  recommended  by the  directors,  be  appointed  a
     director  at any general  meeting  unless not less than seven nor more than
     twenty-one days before the date appointed for the meeting,  notice executed
     by a member  qualified to vote at the meeting has been given to the Company
     of the  intention  to propose  that person for  appointment  together  with
     notice executed by that person of his willingness to be appointed.

95.  At a general  meeting,  a motion for the appointment of two or more persons
     as directors by a single  resolution  shall not be made unless a resolution
     that it shall be so made has been first  agreed to by the  meeting  without
     any vote being given  against it and for the  purposes of this  article,  a
     motion for approving a person's appointment, or for nominating a person for
     appointment, shall be treated as a motion for his appointment.

96.  The Company may, by ordinary  resolution,  increase or reduce the number of
     directors  and may  appoint  a person  to be a  director  either  to fill a
     vacancy, or as an additional  director,  may also determine the rotation in
     which any additional directors are to retire.

97.  The  directors  may  appoint  a person  to be a  director  either to fill a
     vacancy or as an additional director provided that the appointment does not
     cause  the  number  of  directors  to  exceed  any  number  fixed  by or in
     accordance with the articles as the maximum number of directors. A director
     so appointed shall hold office only until the next following annual general
     meeting and if not then re-appointed,  shall vacate office and shall not be
     taken  into  account  in  determining  the  directors  who are to retire by
     rotating at the meeting.

98.  A director who retires at an annual general meeting may be re-appointed. If
     he is not reappointed or deemed to have been re-appointed,  he shall retain
     office until the meeting appoints someone in his place or if it does not do
     so until the end of the meeting.

99.  Any  contract of  employment  entered  into by a director  with the Company
     shall not include a term that it is to be for a period exceeding five years
     unless such term is first approved by ordinary resolution.

QUALIFICATION AND REMOVAL OF DIRECTORS
- --------------------------------------

100. Without prejudice to the provisions of the Acts, the Company may by special
     resolution  remove a director before the expiration of his period of office
     (but such removal shall be without prejudice to any claim such director may
     have for breach of any contract of service between him and the Company) and
     may by ordinary  resolution appoint another person in his stead. The person
     so appointed  shall be subject to  retirement at the same time as if he had
     become a director  on the day on which the  director  in whose  place he is
     appointed was last appointed or re-appointed a director.





<PAGE>

101. The office of a director shall be vacated if:

(a)  he ceases to be a  director  by virtue of any  provision  of the Acts or he
     becomes prohibited by law from being a director; or

(b)  he becomes a bankrupt  or makes any  arrangement  or  composition  with his
     creditors generally;

(c)  an order is made by a court of  competent  jurisdiction  by  reason  of his
     mental  disorder for his detention or for the  appointment of any person to
     exercise powers with respect to his property or affairs; or

(d)  he resigns  his office by notice in writing  under his hand sent of or left
     at the office or (being a director  who has agreed to serve as director for
     a fixed  term) he  offers  in  writing  under  his hand to  resign  and the
     directors shall resolve to accept the offer; or

(e)  in the case of a director who holds any executive  office,  his appointment
     as such is terminated  or expires and the directors  resolve that he ceases
     to be a director; or

(f)  he shall for more than six months have been absent  without  permission  of
     the directors  from  meetings of directors  held during that period and his
     alternate  director (if any) shall not during that period have attended any
     such  meeting  in his stead and the  directors  resolve  that his office be
     vacated.

102. No  director  shall  vacate his office as a director on or by reason of his
     attaining  or having  attained  the age of seventy or any other age and any
     director  retiring  or  liable  to retire  under  the  provisions  of these
     articles  and any person  proposed  to be  appointed  a  director  shall be
     capable of being appointed or  re-appointed  as a director  notwithstanding
     that he has attained the age of seventy and no special notice need be given
     of any resolution for the appointment or  re-appointment as a director of a
     person  who shall  have  attained  the age of  seventy  and it shall not be
     necessary  to give to the  members  notice  of the age of any  director  or
     person proposed to be appointed or re-appointed as such.

EXECUTIVE DIRECTORS
- -------------------

103. The  directors  may from time to time appoint any one or more of their body
     to be the  holder of any  executive  office on such terms as they think fit
     and may revoke or vary any such appointment.  The appointment of a director
     to any executive  office as aforesaid shall  automatically be terminated if
     he ceases for any reason to be a director. Any revocation or termination of
     any such appointment  shall be without prejudice to any claim for breach of
     any contract between the director and the Company.  A director so appointed
     shall  be  subject  to  retirement  by  rotation  and  shall  receive  such
     remuneration (whether by way of salary commission  participation in profits
     and partly in one way and partly in another or others or  otherwise) as the
     directors may determine.

104. The directors may entrust to and confer upon any director  appointed to any
     such  executive  office any of the powers  exercisable by them as directors
     other than the power to make  telephone  calls or forfeit  shares upon such
     terms and conditions and with such restrictions as



<PAGE>



     they think fit and either  collaterally  with or to the  exclusion of their
     own powers and may from time to time revoke, withdraw, alter or vary all or
     any of such powers.

DIRECTORS' APPOINTMENTS AND INTERESTS
- -------------------------------------

105. A director,  including an alternate director,  may hold any other office or
     place of profit under the Company  (other than the office of auditor of the
     Company or any subsidiary of the Company) in conjunction with his office of
     director  and may act in a  professional  capacity  to the  Company on such
     terms as to tenure of office  remuneration  and  otherwise as the directors
     may determine.

106. Subject to  compliance  with the  provisions  of the Acts,  no  director or
     intending director including an alternate director shall be disqualified by
     his office  from  contracting  with the  Company  either with regard to his
     tenure of any other  office or place of profit or as vendor,  purchaser  or
     otherwise and subject to the interest of the director  concerned being duly
     declared as required by article  109, no such  contract or any  contract or
     arrangement  entered  into by or on  behalf  of the  Company  in which  any
     director is in any way interested  whether  directly or indirectly shall be
     liable to be avoided  nor shall any  director  so  contracting  or being so
     interested  be liable to account to the Company for any profit  realized by
     such contract or arrangement by reason of such director holding that office
     or of the fiduciary relation thereby established.

107. Any director including an alternate director may become or continue to be a
     director or other officer or member of or otherwise interested in any other
     company  promoted by the Company or in which the Company may be  interested
     or which is a holding  company of the Company or a  subsidiary  of any such
     holding company or as a member or otherwise,  and no such director shall be
     accountable  for any  remuneration  or other benefits  received by him as a
     director  or other  officer or member of or from his  interest  in any such
     other company. The directors may exercise the voting power conferred by the
     shares of any other company held or owned by the Company or  exercisable by
     them as directors of any such holding  company or subsidiary in such manner
     in all respects as they think fit (including the exercise  thereof in favor
     of any resolution  appointing  themselves or any of them directors or other
     officers  of such  company  or  voting  or  providing  for the  payment  of
     remuneration to themselves as directors or other officers of such company).

108. A director, including an alternate director, who is to his knowledge in any
     way, whether directly or indirectly interested in a contract or arrangement
     or proposed  contract or with the Company,  shall declare the nature of his
     interest at a meeting of the directors.  In the case of a proposed contract
     or  arrangement,  the  declaration  shall  be  made at the  meeting  of the
     directors  at which the  question  of entering  into the  contract is first
     taken into  consideration  if he knows his  interest  then exists or if the
     director  was not at the date of that  meeting  interested  in the proposed
     contract or  arrangement or becomes aware of his interest after it is made,
     the  declaration  shall be made at the first meeting of the directors  held
     after the director  becomes so interested or knows that he is or has become
     so interested.  In a case where the director is interested in a contract or
     arrangement which has been made before he



<PAGE>



     was  appointed  a  director,  the  declaration  shall be made at the  first
     meeting of the directors held after he is so appointed.

109. For the purposes of the last preceding  article,  a general notice given to
     the  directors  by any  director  to the effect  that he is a member of any
     specified  company  or firm  and is to be  regarded  as  interested  in any
     contract  which may after the date of the notice be made with that  company
     or firm  shall (if such  director  shall  give the scam at a meeting of the
     directors  or shall take  reasonable  steps to secure that it is brought up
     and read at the next meeting of the directors  after it is given) be deemed
     a sufficient declaration of interest in relation to any contract so made.

DIRECTORS GRATUITIES AND PENSIONS
- ---------------------------------

110. The directors may establish and maintain or procure the  establishment  and
     maintenance of any pension or superannuation funds (whether contributory or
     otherwise)  for the benefit of and give or procure the giving of donations,
     gratuities,  pensions,  allowances and emoluments to any persons who are or
     were at any time in the  employment  or  service  of the  Company or of any
     company  which is a subsidiary of the Company or is allied to or associated
     with the Company or any such  subsidiary or of any of the  predecessors  in
     business of the Company or any such other  company as  aforesaid or who may
     be or have been  directors  or officers of the Company or of any such other
     company  as  aforesaid  and who hold or have held  executive  positions  or
     agreements  for  service  with the  Company  or any such  other  company as
     aforesaid  and the wives,  families and  dependents of any such persons and
     also establish, subsidize and subscribe to any institutions,  associations,
     societies, clubs or funds calculated to be for the benefit of or to advance
     the interest and  well-being of the Company or of any such other company as
     aforesaid  or of any such  person as  aforesaid  and make  payments  for or
     towards the  insurance  of any such person as  aforesaid  and  subscribe or
     guarantee money for charitable or benevolent  objects or for any exhibition
     or for any  public  general  or  useful  object  and do any of the  matters
     aforesaid  either alone or in  conjunction  with any such other  company as
     aforesaid.  Subject to  particulars  with respect to the  proposed  payment
     being  disclosed  to the members of the Company and to the  proposal  being
     approved  by the  Company  by  ordinary  resolution,  if the Acts  shall so
     require any director who holds or has held any such  executive  position or
     agreement for services  shall be entitled to  participate in and retain for
     his own benefit any such donation, pension, allowance or emolument.

PROCEEDINGS OF DIRECTORS
- ------------------------

111. The directors may regulate their  proceedings as they think fit. A director
     may, and the secretary at the request of a director  shall,  call a meeting
     of the  directors.  Any director may waive notice of a meeting and any such
     waiver  may be  retrospective.  Questions  arising  at a  meeting  shall be
     decided by a majority of votes.  In the case of an  equality of votes,  the
     chairman  shall have a second or casting  vote.  A director  who is also an
     alternate  director  shall be entitled in the absence of his appointor to a
     separate vote on behalf of his appointor in addition to his own vote.



<PAGE>



112. The quorum for the  transaction  of the  business of the  directors  may be
     fixed by the directors  and unless so fixed at any other  number,  shall be
     two. An alternate  director who is not himself a director  shall be counted
     in the quorum.

113. The  continuing  directors,   or  a  sole  continuing  director,   may  act
     notwithstanding  any  vacancies  in  their  number,  but if the  number  of
     directors is less than the number fixed as the quorum they may act only for
     the purposes of filling vacancies or of calling a general meeting. If there
     are no directors  or director  able and willing to act then any two members
     may summon a general meeting for the purpose of appointing directors.

114. The  directors  may from time to time elect from their  number and remove a
     chairman and/or  vice-chairman  of the board of directors and determine the
     period for which they are to hold office. The chairman,  or in his absence,
     the vice-chairman shall preside at all meetings of directors,  but if there
     is no chairman,  nor the vice-chairman is present within five minutes after
     the time appointed for the meeting, or if neither of them is willing to act
     as  chairman,  the  directors  present may choose one of their number to be
     chairman of the meeting.

115. All acts done bona fide by a meeting  of  directors  or of a  committee  of
     directors or by a person acting as a director shall,  notwithstanding  that
     it may afterwards be discovered  that there was a defect in the appointment
     of any director or that any of them were  disqualified  from holding office
     or were not entitled to vote,  be as valid as if every such person had been
     duly appointed and was qualified and had continued to be a director and had
     been entitled to vote.

116. A resolution  is writing  signed by all the  directors or of a committee of
     directors  shall be as valid and  effectual  as if it had been  passed at a
     meeting of directors or (as the case may be) a committee of directors  duly
     convened  and held as may  consist of several  documents  in the like form,
     each signed by one or more directors.

117. A meeting of the directors for the time being at which a quorum is present,
     shall be  competent  to exercise  all powers and  discretions  for the time
     being exercisable by the directors. A meeting may be held by telephone.

118. The  directors may delegate any of their powers of discretion to committees
     of one or more members of their body and (if thought fit) one or more other
     persons as  hereinafter  provided.  Any  committee  so formed  shall in the
     exercise of the powers so delegated  conform to any  regulations  which may
     from time to time be imposed by the  directors.  Any such  regulations  may
     provide for or authorize the  appointment to the committee of persons other
     than directors and for such persons to have voting rights as members of the
     committee but so that (i) the number of persons so appointed  shall be less
     than  one-half of the total number of members of the  committee and (ii) no
     resolution  of the  committee  shall be effective  unless a majority of the
     members of committee present at the meeting are directors.

119. The meetings and  proceedings  of any such  committee  consisting of two or
     more  members  shall  be  governed  by the  provisions  of  these  articles
     regulating the meetings and proceedings



<PAGE>



     of the directors so far as the same are  applicable  and are not superseded
     by any regulations made by the directors under the last preceding article.

120. Save as otherwise provided by these articles,  a director shall not vote at
     a meeting of directors  or of a committee  of  directors on any  resolution
     concerning  a matter in respect of which he has duty which  conflicts  with
     his duty to the Company or in which has  directly or  indirectly a material
     interest  otherwise than by virtue of his interests in shares or debentures
     or other  securities  of or  otherwise  through  the  Company,  unless  his
     interest arises only because the resolution relates to:

(a)  the giving to him of a guarantee  security or indemnity in respect of money
     lent to or an obligation  incurred by him for the benefit of the Company or
     any of its subsidiaries:

(b)  the giving to a third party of a guarantee security or indemnity in respect
     of an  obligation of the Company or any of its  subsidiaries  for which the
     director has assumed  responsibility  in whole or part and whether alone or
     jointly  with others  under a guarantee  or  indemnity  or by the giving of
     security:

(c)  a  proposal  concerning  the  offer  of  any  share,  debentures  or  other
     securities of the Company or any of its  subsidiaries  for  subscription or
     purchase  in which he is or is to be  interested  as a  participant  in the
     underwriting or sub-underwriting thereof;

(d)  a retirement benefits scheme which has been approved or is conditional upon
     approval by the  Assessor of Income Tax or other  competent  authority  for
     taxation purposes;

(e)  any  arrangement  for the benefit of the  employees,  including but without
     being limited to, an employees' share scheme under the director benefits in
     a similar manner as the employees and which does not accord to any director
     as such any privilege or advantage not generally  accorded to the employees
     to whom the arrangement relates;

(f)  any other  Company in which he is  interested  directly or  indirectly  and
     whether as an officer or shareholder or otherwise,  howsoever provided that
     he is not the holder of or beneficially interested in 1 per cent or more of
     any class of the  equity  share  capital of such  company  (or of any third
     company  through  which his  interest is  derived) or of the voting  rights
     available  to members of the  relevant  company  (any such  interest  being
     deemed for the  purposes of this  article to be a material  interest in all
     circumstances).

121. A  director  shall not be  counted  in the  quorum  present at a meeting in
     relation to a resolution on which he is not entitled to vote.

122. Subject  to the  provisions  of  the  Acts,  the  Company  may by  ordinary
     resolution suspend or relax to any extent either generally or in respect of
     any particular matter any provision of the articles  prohibiting a director
     from voting at a meeting of directors  or of a committee  of directors  and
     may  ratify  any   transactions   not  duly   authorized  by  reason  of  a
     contravention of any such provision.



<PAGE>



123. Where proposals are under  consideration  concerning the appointment of two
     or more  directors  to offices or  employments  with the Company or anybody
     corporate in which the Company is interested,  the proposals may be divided
     and considered in relation to each director separately, and if not debarred
     under the proviso to paragraph  (f) of article 121,  each of the  directors
     concerned shall be entitled to vote and be counted in the quorum in respect
     of each resolution except that concerning his own appointment.

124. If a  question  arises at a  meeting  of  directors  or of a  committee  of
     directors  as to the  materiality  of a  director's  interest  or as to the
     entitlement  of a director to vote,  the question may before the conclusion
     of the meeting be referred to the chairman of the meeting and his ruling in
     relation to any director other than himself shall be final and conclusive.

MINUTES
- -------

125. The directors shall cause minutes to be made in books kept for the purpose:

(a)  of all appointment of officers made by the directors;

(b)  of the names of the  directors  present at each meeting of directors and of
     any committee of directors;

(c)  of all  proceedings  at meetings of the Company of the holders of any class
     of  shares  in the  Company  and  of the  directors  and of  committees  of
     directors.

     Any such minute if  purporting  to be signed by the chairman of the meeting
     at  which  the  proceedings  were  held  or by the  chairman  of  the  next
     succeeding meeting shall be evidence of the proceedings.

SECRETARY
- ---------

126. The  secretary  shall be appointed in  accordance  with the  provisions  of
     section 19 of the Companies Act 1982 and may be removed by the directors.

127. Anything  by the  Acts  required  or  authorized  to be  done  by or to the
     secretary  may, if the office is vacant or there is for any other reason no
     secretary  capable  of  acting,  be done by or to any  assistant  or deputy
     secretary,  or if there is no  assistant  or deputy  secretary  capable  of
     acting  by or to  any  officer  of  the  Company  authorized  generally  or
     specially in that behalf by the  directors;  provided that any provision of
     the Acts or of these  articles  requiring or authorizing a thing to be done
     by or to a director and secretary  shall not be satisfied by its being done
     by or to the same person  acting both as director and as or in the place of
     the secretary.




<PAGE>

THE SEAL
- --------

128. The directors  shall provide for the safe custody of the seal,  which shall
     be used only by the  authority  of a  resolution  of the  directors or of a
     committee of the directors authorized in that behalf by the directors.  The
     directors  may from time to time make such  regulations  as they  think fit
     (subject  to the  provisions  of these  articles  in  relation to share and
     debenture  certificates)  determining  the  persons  and the number of such
     persons  who shall sign every  instrument  to which the seal is affixed and
     until otherwise so determined, every such instrument shall be signed by one
     director and shall be countersigned by the secretary or another director.

129. The Company may have an official  seal for use abroad  under  section 32 of
     the Companies Act 1931 where and as the directors  shall  determine and the
     Company may by writing under the seal appoint any agent or committee abroad
     to be the duly authorized  agent of the Company for the purpose of affixing
     the seal and may impose  such  restrictions  on the use thereof as shall be
     thought fit. Wherever in these articles  reference is made to the seal, the
     reference shall, when and so far as may be applicable, be deemed to include
     any such official seal as aforesaid.

DIVIDENDS
- ---------

130. The Company may by ordinary resolution declare dividends in accordance with
     the  respective  rights of the  members,  but no dividend  shall exceed the
     amount  recommended by the  directors.  No dividend shall be paid otherwise
     than out of profits.

131. The directors  may, if they think fit, pay interim  dividends if it appears
     to them that they are justified by the profits of the Company. If the share
     capital is divided into  different  classes,  the directors may pay interim
     dividends  on shares which confer  deferred or  non-preferred  preferential
     rights  with regard to dividend  but no interim  dividend  shall be paid on
     shares  carrying  deferred  or  non-preferred  rights  is,  at the  time of
     payment, any preferential dividend is in arrear. The directors may also pay
     at intervals  settled by them any dividend  payable at a fixed rate,  if it
     appears to them that the profits  for  distribution  justify  the  payment.
     Provided  that the  directors  act in good faith,  they shall not incur any
     liability to the holders of shares conferring preferred rights for any loss
     they may suffer by the lawful payment of an interim  dividend on any shares
     having deferred or non-preferred rights.

132. Except  as  otherwise  provided  by the  rights  attached  to  shares,  all
     dividends  shall be declared  and paid  according  to the  amounts  paid up
     (otherwise than in advance of calls) on the shares on which the dividend is
     paid.  Subject as aforesaid,  all dividends  shall be apportioned  and paid
     proportionately to the amounts paid up on the shares during any portions or
     portions of the period in respect of which the dividend is paid.







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