As filed with the Securities and Exchange Commission on November 1, 1999

                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                          LEISUREPLANET HOLDINGS, LTD.
               (FORMERLY KNOWN AS FIRST SOUTH AFRICA CORP., LTD.)
             (Exact name of registrant as specified in its charter)

               Bermuda                                 Not Applicable
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                   Identification No.)

                         Clarendon House, Church Street
                             Hamilton HM CX, Bermuda
                                 (441) 295-1422
                    (Address of Principal Executive Offices)

                                Stock Option Plan
                                       for
                                Clive Kabatznik,
                               Cornelius J. Roodt,
                              Pierre Kleinhans and
                                  Michael Levy
                            (Full title of the plan)

                           Clive Kabatznik, President
                             1348 Washington Avenue
                              Miami, Florida 33139
                     (Name and address of agent for service)

                                 (305) 857-5009
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Henry I. Rothman, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.


                                            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                PROPOSED        PROPOSED
                                                MAXIMUM         MAXIMUM
    TITLE OF                AMOUNT              OFFERING        AGGREGATE         AMOUNT OF
   SECURITIES               TO BE               PRICE PER       OFFERING        REGISTRATION
TO BE REGISTERED         REGISTERED(1)            SHARE           PRICE              FEE
---------------------------------------------------------------------------------------------
<S>                      <C>                    <C>             <C>               <C>
Common Stock, par
value $.01 per share       500,000 shares        $4.75 (2)    $2,375,000 (2)      $  660.25
Common Stock, par
value $.01 per share       600,000 shares        $4.06 (2)     2,436,000 (2)      $  677.21
Total                    1,100,000 shares                                         $1,337.46
---------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby such
      additional  securities resulting from anti-dilution  adjustments under the
      Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant to Rule 457(h),  the  exercise  price of presently
      outstanding options.


<PAGE>


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  heretofore  filed by the registrant  with the
Securities and Exchange  Commission  (Commission  File No. 0-27494)  pursuant to
Section  13(a) of the  Securities  Exchange  Act of 1934  (the  "1934  Act") are
incorporated herein by reference:

         (a) The registrant's Annual Report on Form 10-K for the year ended June
30, 1999;

         (b) The  registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended September 30, 1998, December 31, 1998 and March 31, 1999; and

         (c) The description of the  registrant's  Common Stock contained in the
registrant's  Registration  Statement  on Form 8-A  filed on  January  4,  1996,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act, and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.


                                      -2-
<PAGE>


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Under Bermuda law and the  registrant's Memorandum of Association
          and bye-laws, the directors, officers, liquidators and auditors of the
          registrant  and  their  heirs,   executors  and   administrators   are
          indemnified  and held  harmless  out of the assets of the Company from
          and against all actions,  costs,  charges,  losses and expenses  which
          they or any of them, their heirs,  executors or administrators,  shall
          or may incur or sustain by or by reason of any act done,  concurred in
          or omitted in or about the execution of their duty, or supposed  duty,
          or in their  respective  offices or trusts,  and none of them shall be
          answerable for the acts, receipts,  neglects or defaults of the others
          of them or for joining in any receipts for the sake of  conformity  or
          for any loss,  misfortune  or damage which may happen in the execution
          of  their  respective  offices  or  trusts,  or in  relation  thereto,
          provided that they are not entitled to  indemnification  in respect of
          any willful negligence, willful default, fraud or dishonesty which may
          attach to them.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number    Description
-------   -----------

4.01     Memorandum of Association of the registrant.  Incorporated by reference
         to  Registration  Statement on Form S-1 filed on November 9, 1995 (File
         No. 33-99180) as amended.

4.02     Bye-Laws of the  registrant.  Incorporated by reference to Registration
         Statement on Form S-1 filed on November 9, 1995 (File No.  33-99180) as
         amended.

4.03     Form of Indenture dated April 25, 1997,  executed by the registrant and
         the American Stock Transfer and Trust Company, as Trustee (incorporated
         by  reference  to the  Company's  Current  Report  on Form 8-K filed on
         September 10, 1997 (Exhibit 4.1)).

4.04     Form  of  Debenture  (incorporated  by  reference  to the  registrant's
         Current Report on Form 8-K filed on September 10, 1997 (Exhibit 4.2)).

4.05     Form  of   Placement   Warrant   (incorporated   by  reference  to  the
         registrant's  Current  Report on Form 8-K filed on  September  10, 1997
         (Exhibit 4.3)).

*4.06    Stock Option  Agreement by and between Clive  Kabatznik and the Company
         dated August 1, 1997.

*4.07    Stock  Option  Agreement  by and  between  Cornelius  J.  Roodt and the
         Company dated August 1, 1997.



                                      -3-
<PAGE>


*4.08    Stock Option  Agreement by and between Clive  Kabatznik and the Company
         dated August 6, 1999.

*4.09    Stock Option  Agreement by and between Pierre Kleinhans and the Company
         dated August 6, 1999.

*4.10    Stock  Option  Agreement  by and between  Michael  Levy and the Company
         dated August 6, 1999.

*5.01    Opinion of Conyers  Dill & Pearman,  as to the  legality  of the Common
         Stock being offered.

*23.01   Consent of PricewaterhouseCoopers Inc

*23.02   Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).

*24.01   Power of attorney of certain  officers and directors of the  registrant
         (contained in the signature page).

--------------
*  Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

                  (iii) To include  any  material  information with  respect  to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement


                                      -4-
<PAGE>


relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing  provisions  described in Item 6 above,
or  otherwise,  the  registrant  has been  advised  that in the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      -5-
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Jerusalem,  State  of  Israel,  on the 26th day of
October, 1999.

                                           LEISUREPLANET HOLDINGS, LTD.


                                           By:      /s/ Clive Kabatznik
                                               -----------------------------
                                               Clive Kabatznik, Vice Chairman of
                                               the Board and President

         KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature below
constitutes and appoints each of Michael Levy and Clive  Kabatznik  his/her true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto each said  attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agent or  either  of them or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 26th day of October, 1999.


        Signature                               Title
        ---------                               -----

By:   /s/ Michael Levy                      Chairman of the Board
     --------------------------------
          Michael Levy

By:   /s/ Clive Kabatznik                  Vice Chairman, President, Chief
     ---------------------------------     Executive Officer, Chief Financial
          Clive Kabatznik                  Officer, Director and Controller

By:   /s/ Cornelius J. Roodt               Director
     ---------------------------------
          Cornelius J. Roodt

By:  ---------------------------------     Director
          George R. Garrick


                                      -6-
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number            Description
-------           -----------

4.01     Memorandum of Association of the registrant.  Incorporated by reference
         to  Registration  Statement on Form S-1 filed on November 9, 1995 (File
         No. 33-99180) as amended.

4.02     By-Laws of the  registrant.  Incorporated  by reference to Registration
         Statement on Form S-1 filed on November 9, 1995 (File No.  33-99180) as
         amended.

4.03     Form of Indenture dated April 25, 1997,  executed by the registrant and
         the American Stock Transfer and Trust Company, as Trustee (incorporated
         by  reference  to the  Company's  Current  Report  on Form 8-K filed on
         September 10, 1997 (Exhibit 4.1)).

4.04     Form  of  Debenture  (incorporated  by  reference  to the  registrant's
         Current Report on Form 8-K filed on September 10, 1997 (Exhibit 4.2)).

4.05     Form  of   Placement   Warrant   (incorporated   by  reference  to  the
         registrant's  Current  Report on Form 8-K filed on  September  10, 1997
         (Exhibit 4.3)).

*4.06    Stock Option  Agreement by and between Clive  Kabatznik and the Company
         dated August 1, 1997.

*4.07    Stock  Option  Agreement  by and  between  Cornelius  J.  Roodt and the
         Company dated August 1, 1997.

*4.08    Stock Option  Agreement by and between Clive  Kabatznik and the Company
         dated August 6, 1999.

*4.09    Stock Option  Agreement by and between Pierre Kleinhans and the Company
         dated August 6, 1999.

*4.10    Stock  Option  Agreement  by and between  Michael  Levy and the Company
         dated August 6, 1999.

*5.01    Opinion of Conyers  Dill & Pearman,  as to the  legality  of the Common
         Stock being offered.

*23.01   Consent of PricewaterhouseCoopers Inc

*23.02   Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).

*24.01   Power of attorney of certain directors of the registrant  (contained in
         the signature page).

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

*    Filed herewith


                                      -7-
<PAGE>


                                  EXHIBIT 4.06


<PAGE>


                       NONQUALIFIED STOCK OPTION CONTRACT


         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 1,
1997  between  First  South  Africa  Corp.,  Ltd.,  a Bermuda  corporation  (the
"Company"), and Clive Kabatznik ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         250,000 shares of Common Stock at an exercise price of $4.75 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 50% of the shares of Common Stock
         subject  thereto on the date hereof and as to an additional  50% of the
         shares of Common Stock subject thereto on June 24, 1999.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate  fair  market  value  on the  date of  exercise  equal to the
         exercise price of all options being exercised,  or (c) a combination of
         the foregoing. Notwithstanding the foregoing, the purchase price may be
         paid by delivery by the
<PAGE>


         Optionee of a properly  executed  notice,  together  with a copy of his
         irrevocable  instructions to a broker acceptable to the Company's Board
         of  Directors  (the  "Board")  to deliver  promptly  to the Company the
         amount of sale or loan proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.

11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the


                                      -2-
<PAGE>


         Company, any Parent or its Subsidiaries to terminate such employment at
         any time for any reason  whatsoever  without  liability to the Company,
         any Parent or any of its Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.


                                      -3-
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.


                                       FIRST SOUTH AFRICA CORP., LTD.


                                       /s/Clive Kabatznik
                                       -----------------------------------------
                                       Name: Clive Kabatznik
                                       Title: President


                                       /s/Clive Kabatznik
                                       -----------------------------------------
                                       Clive Kabatznik


                                      -4-
<PAGE>


                                  EXHIBIT 4.07


<PAGE>


                       NONQUALIFIED STOCK OPTION CONTRACT


         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 1,
1997  between  First  South  Africa  Corp.,  Ltd.,  a Bermuda  corporation  (the
"Company"), and Cornelius J. Roodt ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         250,000 shares of Common Stock at an exercise price of $4.75 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 50% of the shares of Common Stock
         subject  thereto on the date hereof and as to an additional  50% of the
         shares of Common Stock subject thereto on June 24, 1999.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate  fair  market  value  on the  date of  exercise  equal to the
         exercise price of all options being exercised,  or (c) a combination of
         the foregoing. Notwithstanding the foregoing, the purchase price may be
         paid by delivery by the


<PAGE>


         Optionee of a properly  executed  notice,  together  with a copy of his
         irrevocable  instructions to a broker acceptable to the Company's Board
         of  Directors  (the  "Board")  to deliver  promptly  to the Company the
         amount of sale or loan proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.

11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the


                                      -2-
<PAGE>


         Company, any Parent or its Subsidiaries to terminate such employment at
         any time for any reason  whatsoever  without  liability to the Company,
         any Parent or any of its Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.


                                      -3-
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.


                                       FIRST SOUTH AFRICA CORP., LTD.


                                       /s/Clive Kabatznik
                                       ----------------------------------------
                                       Name: Clive Kabatznik
                                       Title: President


                                       /s/Cornelius J. Roodt
                                       ----------------------------------------
                                       Cornelius J. Roodt


                                      -4-
<PAGE>


                                  EXHIBIT 4.08


<PAGE>


                       NONQUALIFIED STOCK OPTION CONTRACT


         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 6,
1999  between   Leisureplanet   Holdings,   Ltd.,  a  Bermuda  corporation  (the
"Company"), and Clive Kabatznik ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         250,000 shares of Common Stock at an exercise price of $4.06 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 1/3 of the shares of Common Stock
         subject  hereto  on the date  hereof,  as to an  additional  1/3 of the
         shares of Common Stock subject  hereto on the first  anniversary of the
         date  hereof,  and as to the  final 1/3 of the  shares of Common  Stock
         subject hereto on the second anniversary of the date hereof.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate fair market value on the date of


<PAGE>


         exercise equal to the exercise price of all options being exercised, or
         (c) a combination of the foregoing.  Notwithstanding the foregoing, the
         purchase  price may be paid by delivery  by the  Optionee of a properly
         executed notice,  together with a copy of his irrevocable  instructions
         to a  broker  acceptable  to the  Company's  Board  of  Directors  (the
         "Board") to deliver  promptly to the Company the amount of sale or loan
         proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.


                                      -2-
<PAGE>




11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the  Company,  any Parent or its
         Subsidiaries  to terminate  such  employment at any time for any reason
         whatsoever  without liability to the Company,  any Parent or any of its
         Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.


                                      -3-
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.


                                          LEISUREPLANET HOLDINGS, LTD.


                                          /s/ Michael Levy
                                          -------------------------------------
                                          Name: Michael Levy
                                          Title:   Chairman


                                          /s/ Clive Kabatznik
                                          -------------------------------------
                                          Clive Kabatznik


                                      -4-
<PAGE>


                                  EXHIBIT 4.09


<PAGE>


                       NONQUALIFIED STOCK OPTION CONTRACT


         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 6,
1999  between   Leisureplanet   Holdings,   Ltd.,  a  Bermuda  corporation  (the
"Company"), and Pierre Kleinhans ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         250,000 shares of Common Stock at an exercise price of $4.06 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 1/3 of the shares of Common Stock
         subject  hereto  on the date  hereof,  as to an  additional  1/3 of the
         shares of Common Stock subject  hereto on the first  anniversary of the
         date  hereof,  and as to the  final 1/3 of the  shares of Common  Stock
         subject hereto on the second anniversary of the date hereof.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate fair market value on the date of


<PAGE>


         exercise equal to the exercise price of all options being exercised, or
         (c) a combination of the foregoing.  Notwithstanding the foregoing, the
         purchase  price may be paid by delivery  by the  Optionee of a properly
         executed notice,  together with a copy of his irrevocable  instructions
         to a  broker  acceptable  to the  Company's  Board  of  Directors  (the
         "Board") to deliver  promptly to the Company the amount of sale or loan
         proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.


                                      -2-
<PAGE>


11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the  Company,  any Parent or its
         Subsidiaries  to terminate  such  employment at any time for any reason
         whatsoever  without liability to the Company,  any Parent or any of its
         Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.


                                      -3-
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.


                                        LEISUREPLANET HOLDINGS, LTD.


                                        /s/ Clive Kabatznik
                                        ---------------------------------------
                                        Name:   Clive Kabatznik
                                        Title:  President


                                        /s/ Pierre Kleinhans
                                        ---------------------------------------
                                        Pierre Kleinhans


                                      -4-
<PAGE>


                                  EXHIBIT 4.10


<PAGE>


                       NONQUALIFIED STOCK OPTION CONTRACT


         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 6,
1999  between   Leisureplanet   Holdings,   Ltd.,  a  Bermuda  corporation  (the
"Company"), and Michael Levy ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         100,000 shares of Common Stock at an exercise price of $4.06 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 1/3 of the shares of Common Stock
         subject  hereto  on the date  hereof,  as to an  additional  1/3 of the
         shares of Common Stock subject  hereto on the first  anniversary of the
         date  hereof,  and as to the  final 1/3 of the  shares of Common  Stock
         subject hereto on the second anniversary of the date hereof.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate fair market value on the date of


<PAGE>


         exercise equal to the exercise price of all options being exercised, or
         (c) a combination of the foregoing.  Notwithstanding the foregoing, the
         purchase  price may be paid by delivery  by the  Optionee of a properly
         executed notice,  together with a copy of his irrevocable  instructions
         to a  broker  acceptable  to the  Company's  Board  of  Directors  (the
         "Board") to deliver  promptly to the Company the amount of sale or loan
         proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.


                                      -2-
<PAGE>


11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the  Company,  any Parent or its
         Subsidiaries  to terminate  such  employment at any time for any reason
         whatsoever  without liability to the Company,  any Parent or any of its
         Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.


                                      -3-
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.


                                        LEISUREPLANET HOLDINGS, LTD.


                                        /s/ Clive Kabatznik
                                        ---------------------------------------
                                        Name:  Clive Kabatznik
                                        Title:  President


                                        /s/ Michael Levy
                                        ---------------------------------------
                                        Michael Levy


                                      -4-
<PAGE>


                                  EXHIBIT 5.01


<PAGE>


                     [LETTERHEAD OF CONYERS DILL & PEARMAN]




                                October 25, 1999


Leisureplanet Holdings, Ltd.
Clarendon House, Church Street
Hamilton HM CX, Bermuda

Gentlemen:

We  have  acted  as  special  counsel  to  Leisureplanet   Holdings,  Ltd.  (the
"Registrant")  in connection  with its  Registration  Statement on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission,  relating to 1,100,000  shares of Common Stock,  par value $0.01 per
share,  of the  Registrant  (the  "Shares"),  issuable  upon exercise of options
("Options")  granted  pursuant  to  Option  Agreements  with  certain  employees
("Agreements").

In connection  with the  foregoing,  we have examined,  among other things,  the
Registration Statement and originals or copies,  satisfactory to us, of all such
corporate  records and of all such agreements,  certificates and other documents
as we have deemed relevant and necessary as a basis for the opinion  hereinafter
expressed.  In  such  examination,  we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents  submitted to us as originals and
the  conformity  with the original  documents  of  documents  submitted to us as
copies.  As to any facts  material to such opinion,  we have, to the extent that
relevant facts were not independently  established by us, relied on certificates
of public  officials and  certificates,  oaths and  declarations  of officers or
other representatives of the Registrant.

Based upon and subject to the  foregoing,  we are of the opinion that the Shares
have been duly and validly authorized for issuance under the Agreements and when
issued against payment  therefor in accordance with the terms of the Agreements,
will be validly issued, fully paid and non-assessable.


<PAGE>


Leisureplanet Holdings, Ltd
October 25, 1999
Page 2


We are  members of the bar of Bermuda  and we have made no  investigation  of an
express  no  opinion  in  relation  to the laws of any  jurisdiction  other than
Bermuda.  This opinion is to be governed by and construed in accordance with the
laws of Bermuda  and is limited to and is given on the basis of the  current law
and practice in Bermuda.

We hereby  consent to the filing of a copy of this  opinion as an exhibit to the
Registration Statement.

Yours faithfully,


/s/ Conyers Dill & Pearman
------------------------------------
Conyers Dill & Pearman


<PAGE>


                                  EXHIBIT 23.01


<PAGE>


                          INDEPENDENT AUDITORS' CONSENT

We  consent  to use in this  Registration  Statement  on Form  S-8  relating  to
1,100,000   shares  of  common  stock  issuable  upon  exercise  of  options  of
Leisureplanet  Holdings, Ltd. our report dated October 12, 1999 appearing in the
Annual Report on Form 10-K of Leisureplanet  Holdings, Ltd. filed on October 12,
1999  (File  No.  0-27494)  and on our  audits  of  the  consolidated  financial
statements of Leisureplanet  Holdings, Ltd. and subsidiaries as of June 30, 1999
and 1998 and for each of the three years in the period ended June 30, 1999.



/s/ PricewaterhouseCoopers Inc.
-------------------------------
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Sandton, South Africa
October 27, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 81209}]
{"company-data": {"conformed-name": "FIRST SOUTH AFRICA CORP LTD", "cik": "0001003390", "assigned-sic": "2000", "irs-number": "000000000", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90035", "film-number": "99738197"}, "business-address": {"street1": "CLARENDON HOUSE CHURCH STREET", "street2": "CHURCH ST", "city": "HAMILTON HM CX BURMU", "state": "D0", "zip": "00000", "phone": "4412951422"}, "mail-address": {"street1": "2665 S BAYSHORE DR 405", "city": "COCONUT GROVE", "state": "FL", "zip": "33133"}}
As filed with the Securities and Exchange Commission on November 1, 1999

                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                          LEISUREPLANET HOLDINGS, LTD.
               (FORMERLY KNOWN AS FIRST SOUTH AFRICA CORP., LTD.)
             (Exact name of registrant as specified in its charter)

               Bermuda                                 Not Applicable
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                   Identification No.)

                         Clarendon House, Church Street
                             Hamilton HM CX, Bermuda
                                 (441) 295-1422
                    (Address of Principal Executive Offices)

                                Stock Option Plan
                                       for
                                Clive Kabatznik,
                               Cornelius J. Roodt,
                              Pierre Kleinhans and
                                  Michael Levy
                            (Full title of the plan)

                           Clive Kabatznik, President
                             1348 Washington Avenue
                              Miami, Florida 33139
                     (Name and address of agent for service)

                                 (305) 857-5009
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Henry I. Rothman, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

                                            CALCULATION OF REGISTRATION FEE
PROPOSED        PROPOSED
                                                MAXIMUM         MAXIMUM
    TITLE OF                AMOUNT              OFFERING        AGGREGATE         AMOUNT OF
   SECURITIES               TO BE               PRICE PER       OFFERING        REGISTRATION
TO BE REGISTERED         REGISTERED(1)            SHARE           PRICE              FEE
---------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share       500,000 shares        $4.75 (2)    $2,375,000 (2)      $  660.25
Common Stock, par
value $.01 per share       600,000 shares        $4.06 (2)     2,436,000 (2)      $  677.21
Total                    1,100,000 shares                                         $1,337.46
---------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby such
      additional  securities resulting from anti-dilution  adjustments under the
      Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant to Rule 457(h),  the  exercise  price of presently
      outstanding options.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  heretofore  filed by the registrant  with the
Securities and Exchange  Commission  (Commission  File No. 0-27494)  pursuant to
Section  13(a) of the  Securities  Exchange  Act of 1934  (the  "1934  Act") are
incorporated herein by reference:

         (a) The registrant's Annual Report on Form 10-K for the year ended June
30, 1999;

         (b) The  registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended September 30, 1998, December 31, 1998 and March 31, 1999; and

         (c) The description of the  registrant's  Common Stock contained in the
registrant's  Registration  Statement  on Form 8-A  filed on  January  4,  1996,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act, and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

                                      -2-
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Under Bermuda law and the  registrant's Memorandum of Association
          and bye-laws, the directors, officers, liquidators and auditors of the
          registrant  and  their  heirs,   executors  and   administrators   are
          indemnified  and held  harmless  out of the assets of the Company from
          and against all actions,  costs,  charges,  losses and expenses  which
          they or any of them, their heirs,  executors or administrators,  shall
          or may incur or sustain by or by reason of any act done,  concurred in
          or omitted in or about the execution of their duty, or supposed  duty,
          or in their  respective  offices or trusts,  and none of them shall be
          answerable for the acts, receipts,  neglects or defaults of the others
          of them or for joining in any receipts for the sake of  conformity  or
          for any loss,  misfortune  or damage which may happen in the execution
          of  their  respective  offices  or  trusts,  or in  relation  thereto,
          provided that they are not entitled to  indemnification  in respect of
          any willful negligence, willful default, fraud or dishonesty which may
          attach to them.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number    Description
-------   -----------

4.01     Memorandum of Association of the registrant.  Incorporated by reference
         to  Registration  Statement on Form S-1 filed on November 9, 1995 (File
         No. 33-99180) as amended.

4.02     Bye-Laws of the  registrant.  Incorporated by reference to Registration
         Statement on Form S-1 filed on November 9, 1995 (File No.  33-99180) as
         amended.

4.03     Form of Indenture dated April 25, 1997,  executed by the registrant and
         the American Stock Transfer and Trust Company, as Trustee (incorporated
         by  reference  to the  Company's  Current  Report  on Form 8-K filed on
         September 10, 1997 (Exhibit 4.1)).

4.04     Form  of  Debenture  (incorporated  by  reference  to the  registrant's
         Current Report on Form 8-K filed on September 10, 1997 (Exhibit 4.2)).

4.05     Form  of   Placement   Warrant   (incorporated   by  reference  to  the
         registrant's  Current  Report on Form 8-K filed on  September  10, 1997
         (Exhibit 4.3)).

*4.06    Stock Option  Agreement by and between Clive  Kabatznik and the Company
         dated August 1, 1997.

*4.07    Stock  Option  Agreement  by and  between  Cornelius  J.  Roodt and the
         Company dated August 1, 1997.

                                      -3-
*4.08    Stock Option  Agreement by and between Clive  Kabatznik and the Company
         dated August 6, 1999.

*4.09    Stock Option  Agreement by and between Pierre Kleinhans and the Company
         dated August 6, 1999.

*4.10    Stock  Option  Agreement  by and between  Michael  Levy and the Company
         dated August 6, 1999.

*5.01    Opinion of Conyers  Dill & Pearman,  as to the  legality  of the Common
         Stock being offered.

*23.01   Consent of PricewaterhouseCoopers Inc

*23.02   Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).

*24.01   Power of attorney of certain  officers and directors of the  registrant
         (contained in the signature page).

--------------
*  Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

                  (iii) To include  any  material  information with  respect  to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement

                                      -4-
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing  provisions  described in Item 6 above,
or  otherwise,  the  registrant  has been  advised  that in the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Jerusalem,  State  of  Israel,  on the 26th day of
October, 1999.

                                           LEISUREPLANET HOLDINGS, LTD.

                                           By:      /s/ Clive Kabatznik
                                               -----------------------------
                                               Clive Kabatznik, Vice Chairman of
                                               the Board and President

         KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature below
constitutes and appoints each of Michael Levy and Clive  Kabatznik  his/her true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto each said  attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agent or  either  of them or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 26th day of October, 1999.

        Signature                               Title
        ---------                               -----

By:   /s/ Michael Levy                      Chairman of the Board
     --------------------------------
          Michael Levy

By:   /s/ Clive Kabatznik                  Vice Chairman, President, Chief
     ---------------------------------     Executive Officer, Chief Financial
          Clive Kabatznik                  Officer, Director and Controller

By:   /s/ Cornelius J. Roodt               Director
     ---------------------------------
          Cornelius J. Roodt

By:  ---------------------------------     Director
          George R. Garrick

                                      -6-
EXHIBIT INDEX

Exhibit
Number            Description
-------           -----------

4.01     Memorandum of Association of the registrant.  Incorporated by reference
         to  Registration  Statement on Form S-1 filed on November 9, 1995 (File
         No. 33-99180) as amended.

4.02     By-Laws of the  registrant.  Incorporated  by reference to Registration
         Statement on Form S-1 filed on November 9, 1995 (File No.  33-99180) as
         amended.

4.03     Form of Indenture dated April 25, 1997,  executed by the registrant and
         the American Stock Transfer and Trust Company, as Trustee (incorporated
         by  reference  to the  Company's  Current  Report  on Form 8-K filed on
         September 10, 1997 (Exhibit 4.1)).

4.04     Form  of  Debenture  (incorporated  by  reference  to the  registrant's
         Current Report on Form 8-K filed on September 10, 1997 (Exhibit 4.2)).

4.05     Form  of   Placement   Warrant   (incorporated   by  reference  to  the
         registrant's  Current  Report on Form 8-K filed on  September  10, 1997
         (Exhibit 4.3)).

*4.06    Stock Option  Agreement by and between Clive  Kabatznik and the Company
         dated August 1, 1997.

*4.07    Stock  Option  Agreement  by and  between  Cornelius  J.  Roodt and the
         Company dated August 1, 1997.

*4.08    Stock Option  Agreement by and between Clive  Kabatznik and the Company
         dated August 6, 1999.

*4.09    Stock Option  Agreement by and between Pierre Kleinhans and the Company
         dated August 6, 1999.

*4.10    Stock  Option  Agreement  by and between  Michael  Levy and the Company
         dated August 6, 1999.

*5.01    Opinion of Conyers  Dill & Pearman,  as to the  legality  of the Common
         Stock being offered.

*23.01   Consent of PricewaterhouseCoopers Inc

*23.02   Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).

*24.01   Power of attorney of certain directors of the registrant  (contained in
         the signature page).

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

*    Filed herewith

                                      -7-
EXHIBIT 4.06
NONQUALIFIED STOCK OPTION CONTRACT

         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 1,
1997  between  First  South  Africa  Corp.,  Ltd.,  a Bermuda  corporation  (the
"Company"), and Clive Kabatznik ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         250,000 shares of Common Stock at an exercise price of $4.75 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 50% of the shares of Common Stock
         subject  thereto on the date hereof and as to an additional  50% of the
         shares of Common Stock subject thereto on June 24, 1999.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate  fair  market  value  on the  date of  exercise  equal to the
         exercise price of all options being exercised,  or (c) a combination of
         the foregoing. Notwithstanding the foregoing, the purchase price may be
         paid by delivery by the
Optionee of a properly  executed  notice,  together  with a copy of his
         irrevocable  instructions to a broker acceptable to the Company's Board
         of  Directors  (the  "Board")  to deliver  promptly  to the Company the
         amount of sale or loan proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.

11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the

                                      -2-
Company, any Parent or its Subsidiaries to terminate such employment at
         any time for any reason  whatsoever  without  liability to the Company,
         any Parent or any of its Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.

                                      -3-
IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.

                                       FIRST SOUTH AFRICA CORP., LTD.

                                       /s/Clive Kabatznik
                                       -----------------------------------------
                                       Name: Clive Kabatznik
                                       Title: President

                                       /s/Clive Kabatznik
                                       -----------------------------------------
                                       Clive Kabatznik

                                      -4-
EXHIBIT 4.07
NONQUALIFIED STOCK OPTION CONTRACT

         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 1,
1997  between  First  South  Africa  Corp.,  Ltd.,  a Bermuda  corporation  (the
"Company"), and Cornelius J. Roodt ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         250,000 shares of Common Stock at an exercise price of $4.75 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 50% of the shares of Common Stock
         subject  thereto on the date hereof and as to an additional  50% of the
         shares of Common Stock subject thereto on June 24, 1999.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate  fair  market  value  on the  date of  exercise  equal to the
         exercise price of all options being exercised,  or (c) a combination of
         the foregoing. Notwithstanding the foregoing, the purchase price may be
         paid by delivery by the
Optionee of a properly  executed  notice,  together  with a copy of his
         irrevocable  instructions to a broker acceptable to the Company's Board
         of  Directors  (the  "Board")  to deliver  promptly  to the Company the
         amount of sale or loan proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.

11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the

                                      -2-
Company, any Parent or its Subsidiaries to terminate such employment at
         any time for any reason  whatsoever  without  liability to the Company,
         any Parent or any of its Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.

                                      -3-
IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.

                                       FIRST SOUTH AFRICA CORP., LTD.

                                       /s/Clive Kabatznik
                                       ----------------------------------------
                                       Name: Clive Kabatznik
                                       Title: President

                                       /s/Cornelius J. Roodt
                                       ----------------------------------------
                                       Cornelius J. Roodt

                                      -4-
EXHIBIT 4.08
NONQUALIFIED STOCK OPTION CONTRACT

         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 6,
1999  between   Leisureplanet   Holdings,   Ltd.,  a  Bermuda  corporation  (the
"Company"), and Clive Kabatznik ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         250,000 shares of Common Stock at an exercise price of $4.06 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 1/3 of the shares of Common Stock
         subject  hereto  on the date  hereof,  as to an  additional  1/3 of the
         shares of Common Stock subject  hereto on the first  anniversary of the
         date  hereof,  and as to the  final 1/3 of the  shares of Common  Stock
         subject hereto on the second anniversary of the date hereof.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate fair market value on the date of
exercise equal to the exercise price of all options being exercised, or
         (c) a combination of the foregoing.  Notwithstanding the foregoing, the
         purchase  price may be paid by delivery  by the  Optionee of a properly
         executed notice,  together with a copy of his irrevocable  instructions
         to a  broker  acceptable  to the  Company's  Board  of  Directors  (the
         "Board") to deliver  promptly to the Company the amount of sale or loan
         proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.

                                      -2-
11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the  Company,  any Parent or its
         Subsidiaries  to terminate  such  employment at any time for any reason
         whatsoever  without liability to the Company,  any Parent or any of its
         Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.

                                      -3-
IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.

                                          LEISUREPLANET HOLDINGS, LTD.

                                          /s/ Michael Levy
                                          -------------------------------------
                                          Name: Michael Levy
                                          Title:   Chairman

                                          /s/ Clive Kabatznik
                                          -------------------------------------
                                          Clive Kabatznik

                                      -4-
EXHIBIT 4.09
NONQUALIFIED STOCK OPTION CONTRACT

         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 6,
1999  between   Leisureplanet   Holdings,   Ltd.,  a  Bermuda  corporation  (the
"Company"), and Pierre Kleinhans ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         250,000 shares of Common Stock at an exercise price of $4.06 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 1/3 of the shares of Common Stock
         subject  hereto  on the date  hereof,  as to an  additional  1/3 of the
         shares of Common Stock subject  hereto on the first  anniversary of the
         date  hereof,  and as to the  final 1/3 of the  shares of Common  Stock
         subject hereto on the second anniversary of the date hereof.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate fair market value on the date of
exercise equal to the exercise price of all options being exercised, or
         (c) a combination of the foregoing.  Notwithstanding the foregoing, the
         purchase  price may be paid by delivery  by the  Optionee of a properly
         executed notice,  together with a copy of his irrevocable  instructions
         to a  broker  acceptable  to the  Company's  Board  of  Directors  (the
         "Board") to deliver  promptly to the Company the amount of sale or loan
         proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.

                                      -2-
11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the  Company,  any Parent or its
         Subsidiaries  to terminate  such  employment at any time for any reason
         whatsoever  without liability to the Company,  any Parent or any of its
         Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.

                                      -3-
IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.

                                        LEISUREPLANET HOLDINGS, LTD.

                                        /s/ Clive Kabatznik
                                        ---------------------------------------
                                        Name:   Clive Kabatznik
                                        Title:  President

                                        /s/ Pierre Kleinhans
                                        ---------------------------------------
                                        Pierre Kleinhans

                                      -4-
EXHIBIT 4.10
NONQUALIFIED STOCK OPTION CONTRACT

         THIS  NONQUALIFIED  STOCK OPTION CONTRACT  entered into as of August 6,
1999  between   Leisureplanet   Holdings,   Ltd.,  a  Bermuda  corporation  (the
"Company"), and Michael Levy ("Optionee").

1.       The  Company,  subject to the terms and  conditions  set forth  herein,
         hereby  grants to the  Optionee an option to purchase an  aggregate  of
         100,000 shares of Common Stock at an exercise price of $4.06 per share.
         This option is not intended to  constitute  an  incentive  stock option
         within the meaning of section 422 of the Internal Revenue Code of 1986,
         as amended (the "Code").

2.       The term of this option shall be 10 years from the date hereof, subject
         to earlier  termination as provided herein.  This option shall vest and
         become  exercisable  with  respect to 1/3 of the shares of Common Stock
         subject  hereto  on the date  hereof,  as to an  additional  1/3 of the
         shares of Common Stock subject  hereto on the first  anniversary of the
         date  hereof,  and as to the  final 1/3 of the  shares of Common  Stock
         subject hereto on the second anniversary of the date hereof.

3.       Upon the termination of the Optionee's  employment with the Company (or
         its  Parent or  Subsidiaries)  for any  reason  other than his death or
         Disability  (as defined in Paragraph 5), the Optionee may exercise such
         option, to the extent  exercisable on the date of such termination,  at
         any time within  three months  after the date of  termination,  but not
         thereafter  and in no event after the date this option would  otherwise
         have expired;  provided,  however,  that if the  Optionee's  employment
         shall be terminated either (a) for cause, or (b) without the consent of
         the Company, this option shall terminate immediately.

4.       If the  Optionee  dies (a) while he is  employed  by the  Company,  its
         Parent or any of its  Subsidiaries,  (b) within  three months after the
         termination of his employment (unless such termination was for cause or
         without  the consent of the  Company) or (c) within one year  following
         the termination of his employment by reason of Disability,  this option
         may be  exercised,  to  the  extent  exercisable  on  the  date  of the
         Optionee's death, by his executor, administrator or other person at the
         time  entitled  by law to his  rights  under this  option,  at any time
         within one year after death,  but not  thereafter and in no event after
         the date this option would otherwise have expired.

5.       If the Optionee's  employment  terminates by reason of Disability,  the
         Optionee may exercise this option,  to the extent  exercisable upon the
         effective date of such  termination,  at any time within one year after
         such  date,  but not  thereafter  and in no event  after  the date this
         option would otherwise have expired. The term "Disability" shall mean a
         permanent and total  disability  within the meaning of Section 22(e)(3)
         of the Code.

6.       This option (or any part or installment  thereof) shall be exercised by
         giving  written  notice to the  Company at its then  principal  office,
         stating that the Optionee is  exercising  this option,  specifying  the
         number of shares being  purchased and accompanied by payment in full of
         the  aggregate  purchase  price  therefor  (a) in cash or by  certified
         check,  (b) with  previously  acquired shares of Common Stock having an
         aggregate fair market value on the date of
exercise equal to the exercise price of all options being exercised, or
         (c) a combination of the foregoing.  Notwithstanding the foregoing, the
         purchase  price may be paid by delivery  by the  Optionee of a properly
         executed notice,  together with a copy of his irrevocable  instructions
         to a  broker  acceptable  to the  Company's  Board  of  Directors  (the
         "Board") to deliver  promptly to the Company the amount of sale or loan
         proceeds sufficient to pay such purchase price.

7.       The  Company may  withhold  cash  and/or  shares of Common  Stock to be
         issued to the  Optionee in the amount that the  Company  determines  is
         necessary to satisfy its  obligation to withhold taxes or other amounts
         incurred  by  reason  of the grant or  exercise  of this  option or the
         disposition  of the underlying  shares of Common Stock.  Alternatively,
         the Company may require the  Optionee to pay the Company such amount in
         cash promptly upon demand.

8.       This  option  and  the  exercisability  thereof  shall  be  subject  to
         compliance  with  applicable   securities  laws.  The  Optionee  hereby
         represents  and  warrants to the Company  that,  unless a  Registration
         Statement  under the  Securities  Act of 1933, as amended  ("Securities
         Act") is effective  and current at the time of exercise of this option,
         the  shares of  Common  Stock to be issued  upon the  exercise  of this
         option will be acquired by the Optionee for his or her own account, for
         investment  only  and not  with a view to the  resale  or  distribution
         thereof.  Any  subsequent  resale or  distribution  of shares of Common
         Stock by the Optionee shall be made only pursuant to (x) a Registration
         Statement  under the Securities Act which is effective and current with
         respect  to the sale of shares of Common  Stock  being  sold,  or (y) a
         specific exemption from the registration requirements of the Securities
         Act, but in claiming such exemption,  the Optionee shall,  prior to any
         offer of sale or sale of such  shares  of  Common  Stock,  provide  the
         Company (unless waived by the Company) with a favorable written opinion
         of counsel,  in form and substance  satisfactory to the Company,  as to
         the   applicability   of  such   exemption  to  the  proposed  sale  or
         distribution.  Such representations and warranties shall also be deemed
         to be made by the Optionee upon each  exercise of this option.  Nothing
         herein  shall be  construed  as  requiring  the Company to register the
         shares subject to this option under the Securities Act.

9.       Notwithstanding  anything  herein to the  contrary,  if at any time the
         Board  shall  determine,  in  its  discretion,   that  the  listing  or
         qualification  of the shares of Common Stock  subject to this option on
         any securities  exchange or under any applicable law, or the consent or
         approval of any governmental agency or regulatory body, is necessary or
         desirable as a condition to, or in connection  with, the granting of an
         option or the issue of shares of Common  Stock  hereunder,  this option
         may  not  be  exercised  in  whole  or in  part  unless  such  listing,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Board.

10.      The Company may affix  appropriate  legends upon the  certificates  for
         shares of Common  Stock  issued  upon  exercise  of this option and may
         issue  such  "stop  transfer"  instructions  to its  transfer  agent in
         respect  of such  shares as it  determines,  in its  discretion,  to be
         necessary or  appropriate  to (a) prevent a violation of, or to perfect
         an exemption from, the registration requirements of the Securities Act,
         or (b) implement the provisions of this Contract or any other agreement
         between  the Company and the  Optionee  with  respect to such shares of
         Common  Stock.  This  option  and the  shares of Common  Stock  subject
         thereto  shall be subject to such  restrictions,  including  any lockup
         required by the Company's  underwriters,  as the Board may determine in
         its discretion.

                                      -2-
11.      Nothing  herein shall confer upon the Optionee any right to continue in
         the employ of the Company,  any Parent or any of its  Subsidiaries,  or
         interfere in any way with any right of the  Company,  any Parent or its
         Subsidiaries  to terminate  such  employment at any time for any reason
         whatsoever  without liability to the Company,  any Parent or any of its
         Subsidiaries.

12.      In the event of any change in the outstanding Common Stock by reason of
         a stock dividend,  recapitalization,  merger or  consolidation in which
         the  Company  is  the  surviving   corporation,   split-up,   spin-off,
         combination or exchange of shares or the like, the aggregate number and
         kind of shares  subject to this option and the exercise  price  thereof
         shall be appropriately adjusted by the Board, whose determination shall
         be conclusive.

13.      The Optionee (by his or her  acceptance of this option)  represents and
         agrees that he or she will comply with all applicable  laws relating to
         the grant and exercise of this option and the disposition of the shares
         of Common  Stock  acquired  upon  exercise of this  option,  including,
         without limitation, federal and state securities and "blue sky" laws.

14.      This option is not transferable by the Optionee  otherwise than by will
         or the laws of descent and  distribution  and may be exercised,  during
         the lifetime of the  Optionee,  only by the Optionee or the  Optionee's
         legal representatives.

15.      This  Contract  shall be binding  upon and inure to the  benefit of any
         successor  or  assign  of the  Company  and to any  heir,  distributee,
         executor,   administrator  or  legal  representative  entitled  to  the
         Optionee's rights hereunder.

16.      This  Contract  shall be governed  by, and  construed  and  enforced in
         accordance with, the laws of New York,  without regard to the conflicts
         of law rules thereof.

17.      The invalidity,  illegality or unenforceability of any provision herein
         shall not affect the validity,  legality or enforceability of any other
         provision.

18.      The Company makes no representations and offers no advise regarding the
         tax consequences relating to the grant or exercise of this option.

19.      This Contract may be executed in two  counterpart  copies of the entire
         document  or of the  signature  pages  hereto,  each  of  which  may be
         executed by either of the parties hereto, but both of which, when taken
         together,  shall constitute a single agreement binding upon both of the
         parties hereto.

                                      -3-
IN WITNESS  WHEREOF,  the parties hereto have executed this Contract as
of the day and year first above written.

                                        LEISUREPLANET HOLDINGS, LTD.

                                        /s/ Clive Kabatznik
                                        ---------------------------------------
                                        Name:  Clive Kabatznik
                                        Title:  President

                                        /s/ Michael Levy
                                        ---------------------------------------
                                        Michael Levy

                                      -4-
EXHIBIT 5.01
[LETTERHEAD OF CONYERS DILL & PEARMAN]

                                October 25, 1999

Leisureplanet Holdings, Ltd.
Clarendon House, Church Street
Hamilton HM CX, Bermuda

Gentlemen:

We  have  acted  as  special  counsel  to  Leisureplanet   Holdings,  Ltd.  (the
"Registrant")  in connection  with its  Registration  Statement on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission,  relating to 1,100,000  shares of Common Stock,  par value $0.01 per
share,  of the  Registrant  (the  "Shares"),  issuable  upon exercise of options
("Options")  granted  pursuant  to  Option  Agreements  with  certain  employees
("Agreements").

In connection  with the  foregoing,  we have examined,  among other things,  the
Registration Statement and originals or copies,  satisfactory to us, of all such
corporate  records and of all such agreements,  certificates and other documents
as we have deemed relevant and necessary as a basis for the opinion  hereinafter
expressed.  In  such  examination,  we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents  submitted to us as originals and
the  conformity  with the original  documents  of  documents  submitted to us as
copies.  As to any facts  material to such opinion,  we have, to the extent that
relevant facts were not independently  established by us, relied on certificates
of public  officials and  certificates,  oaths and  declarations  of officers or
other representatives of the Registrant.

Based upon and subject to the  foregoing,  we are of the opinion that the Shares
have been duly and validly authorized for issuance under the Agreements and when
issued against payment  therefor in accordance with the terms of the Agreements,
will be validly issued, fully paid and non-assessable.
Leisureplanet Holdings, Ltd
October 25, 1999
Page 2

We are  members of the bar of Bermuda  and we have made no  investigation  of an
express  no  opinion  in  relation  to the laws of any  jurisdiction  other than
Bermuda.  This opinion is to be governed by and construed in accordance with the
laws of Bermuda  and is limited to and is given on the basis of the  current law
and practice in Bermuda.

We hereby  consent to the filing of a copy of this  opinion as an exhibit to the
Registration Statement.

Yours faithfully,

/s/ Conyers Dill & Pearman
------------------------------------
Conyers Dill & Pearman
EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT

We  consent  to use in this  Registration  Statement  on Form  S-8  relating  to
1,100,000   shares  of  common  stock  issuable  upon  exercise  of  options  of
Leisureplanet  Holdings, Ltd. our report dated October 12, 1999 appearing in the
Annual Report on Form 10-K of Leisureplanet  Holdings, Ltd. filed on October 12,
1999  (File  No.  0-27494)  and on our  audits  of  the  consolidated  financial
statements of Leisureplanet  Holdings, Ltd. and subsidiaries as of June 30, 1999
and 1998 and for each of the three years in the period ended June 30, 1999.

/s/ PricewaterhouseCoopers Inc.
-------------------------------
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Sandton, South Africa
October 27, 1999